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1/23/95-Called writer and advised that, based on the facts in this letter, no filing is required for the formation of the subject LLC because, in the PMN Offices view, it is not subject to 801.40...

1/23/95-Advised writer that, based on the facts presented in this letter, the formation of the subject LLC is a non-reportable event not covered by the requirements of 801.40. RBSmith

1/20/95-Called writer and advisee that a bona fide reduction in value of partnerships assets to reflect their value on 12/31/94, as part of the consolidation of a now controlled entity , is not...

1/19/95 [sic] - Advised writer that the PMN Office permits the exclusion of unimproved real property and residential real estate subdivisions from the size-of-transaction in an asset deal pursuant to...

1/17/95-Called writer and advised that it was the view of the PMN Office that the fact situation presented here did not create circumstances which are inconsistent with Ss claiming a solely for...

None noted

Facts of this letter indicate B is passive investor who wished to acquire extremely small % of voting stock. This status is not lost due to being a co-partner with parent of issuer.