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Most recent regularly prepared balance sheet may be used to determine size of person &balance sheet may reflect in a footnote the proposed sale of a subsidiary thereby reducingtotal assets reflecting...

I concur

801 Formation of a partnership is not reportable since neither is asset nor voting security is being acquired. In order to equalize partnership (50%50%) one partner may receive cash contributed by...

None noted

No filing required by X as an acquiring person.

None noted

Sale of leased assets subject to lease financing exempt under 802.1 since meet five criteria insecond page of letter

This is ok RS - JD concur. - Dissolution of partnership - formation, (note 801.1(b)(1)speaks of control of partnership. This is as close as I can get to one of the rules that willapply to this letter.

3-18-91 - advised that sale/leaseback transaction described in his 2-25-91 letter, and by his 2-28-91 letter was exempt from reporting under Rule 802.63.

I concur (RS) agrees, as long as lease is not transferred, called 1/31/91.

Spoke on 1/21/91 and on 1/19/91 - he will call back - appears that one person controls all four companies that a filing will be made because total assets of the acquired person are slightly over 10MM...

1/10/91 - advised that since A is buying both the reversionary fee simple interest, i.e., the fee interest subject to the lease, and the leasehold interest, i.e., the building (a mortuary which was...