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Called (redacted) letter correct, current position of PMN Office is to aggregate US& Foreign Components.

None noted

See Below

None noted

I concur this is an exempt transaction under 802.52. PMN Staff agrees per staff meeting 5- Under 802.52 you do not pierce through to U.S. interests - See (redacted)

4/29/91-discussed with AD John Sipple. He says that HC, including X, filing to acquire Y([redacted] to determine if Y is then controlled by B) would be okay. So advised (redacted)(A, B, & C...

4/29/91 - (redacted) says timber has not be cut for some 50 to 60 years. Cannot tell exactlybut it is clear that timber not cut in past 5 years (and not in past 50 years). Based on thetimberland rule...

4/25/91 - Called and indicated the letter reflects the advise rendered. The acquisition isexempt under 7A(c)(1) of the Act.

4/25/91 - Advised (redacted) that transfer of 70% undivided interest in the shopping mall(assuming size-of-person, and size-of-transaction met) is reportable as an asset acquisitionthough it...

4/19/91-discussed with J/S and talked to (redacted) Our view is that all these stepsconstitute the formation of a partnership which, on this fact scenario, is exempt from thecoverage of 801.40....

4/11/91 - Called. Interpretation correct [note 1-line illegible]

Unless property is no longer rental & the building must be demolished it is equivalent toacquiring raw land & exempt under 802.1 (if legally required to demolish condition must beimposed by 3rd person...

I concur

None noted

OK

[note 1-Premerger Off.]

Section 801.1(c)(8) allows this to not be reportable (limited to nonprofit organizations)

There is not a reversionary interest or the right to appoint trustees and the trust is irrevocable.

801.1(c)(8) where a person has control of a non-profit entity without v/s has the power toappoint the directors, a subsequent merger of the non profit with one of the subsidiaries ofthe person is...