SOFTKEY=MERGER MANIA Message Board

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Technology Stocks : SOFTKEY=MERGER MANIA

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To: Doug Fowler who wrote (900)	3/13/1997 8:38:00 PM
From: Thomas C. Donald	of 966

TLC's writeoffs ... TLC paid more than book value for its recent acquisitions. The excess is goodwill. I believe that TLC is required to write off this goodwill over two (?) years. TLC does not have to pay taxes on that part of its income equal to the amount of the goodwill writeoffs. Effectively, these taxes are paid by the sellers of TLC's acquisitions (to whom TLC's debt is owed), and their taxes are postponed until their notes are redeemed or the stock to which the notes might be converted is sold. The postponment of taxes is an advantage for everyone. I am not an accountant and may not be explaining this exactly right. Can anybody correct or add to this? If TLC's debt is a source of concern for investors in general, it might be useful to air the issue here. Any accountants out there?

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