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2/27/85 T/C Scanlon/(redacted). I explained that HSR did not recognize thegroup concept of SEC and that the individuals should be considered separately(aggregating spouse and minor children) and...

2/19/85 called (redacted) and he described partners. No overlap w/ acquiredperson in Addies transaction and 1st transaction is'nt ready. (redacted) will call if that one proceeds. Wayne Kaplan

2/11/85 Acknowledged receipt of letter and indicated to (redacted) that as long asno transfer of assets takes place [indecipherable].

2/11/85 T/C Scanlon (redacted). Told (redacted) my advice to him as described inthis letter was inaccurate and that the facts described in this letter constitute areportable transaction since the...

Dana objects on basis 802.20 not w/in 801.15 & suggests parties file. I notified(redacted) secretary on 2/8/85 that the letter is inaccurate and that a filing is required by both parties. See attached...

No written comments

Note: It has not been determined that the cooperative share is a voting security. amerger normally means an acquisition of all of the v/s. However, this may or may not be one of the exceptions. It is...

Wrong, exempt under 802.20

Not exempt under 802.30 must file. Wayne, Kaplan, Andy, Suzzanne & Danaconcur. called (redacted) 2-26-85. This transaction is not exempt under 802.30and you must file if it meets the size requirements...

OK AMScanlon 1/28/85

Are they buying this retail space to operate or as an investment? They are buyingthese rental building in order to resell as condominiums. Who is making theacquisition? We are not sure yet. Perhaps a...

comments: Wayne Kaplan said contingent payments should be estimated according to 801.10 of the rules and included in transaction price. Andy Scanlon agrees and added that they indicate a face value...

The FTC staff has historically said that the acquisition of office buildings is generally exempt (no retail space or other income producing properties included) under § 802.1 of the rules. Is this...

See diagram. We examine the 802.20 & 802.50 by issuer. Accordingly, thesetransactions are exempt given the information provided. [Note: No Facts, dollar values given, but enough info (less than $15 mm...

12/6/84 (redacted) 2d letter. Pg1 1. Refers to acquisitions plural – if so newly formed entity rule will not protect 2d etc acquisitions Pg2 2. refers to several sellers – if they are outside. Pg3 3...

But must consolidate unconsolidated cos [indecipherable]. A [indecipherable].

Comments in body of letter only (See below)