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Called on 9/1/94. Letter reflects the advice given. B will not receive ownership interest in the plant to be contributed to the partnership other than through its receipt of 49% partnership interest...

Can also be exempt under 802.30 or c-3. PS. RS concurs. ABA letter 39 gives support to this conclusion.

The Premerger Office - Not the Commission

I concur with this letter. PS

8/26/94 - advised writer that since Seller, a sub of parent, was not selling all or substantially all of the (redacted), the sale was exempt under 7A(c)(1) and 802.1(b) as the PMN Office interprets...

8/23/94 - Advised writer that since sub. is selling only a small portion (about 10%) of its(redacted), that such transaction is exempt under the PMNs view of 7A(c)(1) and 802.1(b)

I concur, called (redacted) 8-19-94. RS concurs. Noted comments in the margin to (redacted).

8/17/94 - called writer and advised that the proposed sales would be exempt under the criteria set forth in letter #25 in the ABA Practice manual. The PMN Office would not view the sale of...

A will be paid first. $50mm contribution - debenture =$0" 8/4 This appears tobe an acquisition of assets by Partner A, not an equalization payment. Partner A iscontributing less than Partner B, but...

I concur with this letter. PS

In the formation of a partnership, a partner can receive a cash payment from the partnership(which cash was contributed by another partner as an equalization payment relative to its partnership...

None

None

(redacted) 7/29/94-called writer-he said phrase (or trusts therefor) on pg 1 has included (redacted)trust holdings with those of stockholder settlor of beneficiary. On pg.2 there are no portable...

Called (redacted) 7-21-94 [note 1-disagree. Aggregate current voting power]