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See File # 9212004

Where there is a management agreement for operation by the previous non-holder (esp. where there is a change in name also) this would constitute an acquisition. Facts in this case do not meet this...

11/30/92 Called [redacted]. Transaction is not exempt. This is not a lease financing arrangement under 7A(c)(1) or 802.1(b). PS and RS concur.

11/30/92 - Advised [redacted] that under the particular facts of this situation, there is no need for lessee to file for taking of title to [redacted] from lessor. Under the present lease, we are of...

11/18/92 - spoke to [redacted]. Advised that assuming [redacted] would be taking more than $15 MM in the Company's stock, it appears that evidence has been presented to support the conclusion that...

Called [redacted]. It appears that $18 mm in assumed liabilities will remain after covering written premiums, and, therefore, is acquisition price. RS and PS concur.

Called [redacted]. Both "secured loans" and "financing leases" are lease financing transactions. In "secured loans", seller does not take "title", but does have a security interest in leased equipment...

11/9/92 Advised [redacted] by phone that the letter accurately reflected the present position of the PNO regarding purchases by REITS and that the proposed transaction would be exempt under 7A(c)(1)...

Wrong the formation of a corporation is potentially reportable under Section 801.40 inspite of the language (except consolidations or mergers). Talked to (redacted) 11-6-92. PMN staff concurs (John...

11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets...

Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...

None

Contract for re-insurers is ordinary course of business, not an acquisition in this matter. When [redacted] takes over policies an acquisition will occur and is reportable since competitors are...

Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...

10/30/92 Advised that under Section 617.011 of newly revised Non-Profit Corporation Act and non-profit corporation Cs by-laws, it was the Premerger Offices conclusion that X and Y held voting stock in...

I concur with this with exceptions noted in margin. Called (redacted) 10-26-92. RS concurs.