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See below 5/18/94 Advised writer that PMN Office agreed with his conclusion. (Discussed with John Sipple who concurred in conclusion). R.B. Smith

See below 5/17/94 Advised writer that I disagreed with his conclusion. Estimated future health care cost reimbursement amounts must be included as a liability assumed by the buyer and must, therefore...

See below 5/6/94 Writer advises that lender meets ordinary course of business requirement of 802.63. Also that partnership has been set up in the described manner for tax reasons and not for avoidance...

See below 5/6/94 Writer advises that lender meets ordinary course of business requirement of 802.63. Also that partnership has been set up in the described manner for tax reasons and not for avoidance...

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(note #1 - formation of partnership or joint venture (not a corp.). Called writer; step 1 is a formation of a non-corp. - not reportable.

Contacted (redacted). I concur with this letter. RS concurs. Note #1 - Does this trustmeet the test on page 1 as an agency of the state? Yes.

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See below 4/13/94 Advised writer that PMN Office agreed with his conclusion and that the sales agency agreement need not be considered in determining the acquisition price. R.B. Smith

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No response provided.

An irrevocable proxy to vote shares does not, by itself constitute beneficial ownership of the shares & thus, the holder of the proxy does not hold these shares even though they must be aggregated...

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See below 3/30/94 The Company has named itself and some of its subsidiaries as the beneficiaries of the Trustestablished by the Company, i.e., the settlor. The Commission, on pg. 33459 of the 7/31...