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Called (redacted) and told him that I had circulated this letter in the PNO and that we agree with the analysis it contains.

3/31/95-Advised writer that assuming no 801.90 issue, the $1,000 price for the (redacted) 20% of the voting stock (which has no economic rights and 80% of which is held by one other person) appears to...

3/28/95-Called writer and advised that (illegible) REIT was acquiring person (and (illegible)) for both (illegible) REIT and its controlled partnership, the 7A(c)(1) exemption would apply and no HSR...

3/27/95-Called writer and, based on the facts in the 3/23/95 and 1/17/95 letters, advised that the size-of-transaction test not appeared to be met and, therefore, no HSR filing is required.

3/24/95 Advised writer that, based on facts in this letter, no HSR report is required. The (redacted) is a (redacted) state agency and more of the individual (illegible) it controls meets the $100MM...

3/21/95- Advised writer that his letter represents the present position of the PMN Office concerning distribution of the voting stock of wholly-owned subsidiaries by the parent to its (the parents)...

3/20 The transaction is viewed as both as asset and vs deal. If either is reportable, then a filing must be made. The acquiring corp will end up w/ all the partnerships (redacted) &, thus, the assets...