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Called (redacted) and informed him that this is exempt under C-10 - This is exempt under C-10 See #38 new Premerger Practice Manual. JS concurs. Superimposing a holding company over an operating co...

Called on 7/24/91- Informed the inquirer that we would treat (redacted) as the State or agency of the state of (redacted) since it is an instrumentality of the state, formed by the state for the...

This appears to be ok. It is merely a name change - the form (SIC info) remains the same for the antitrust analysis. PS: RS concurs called (redacted) 7-12-91 and left message

7/2/91-Called (redacted) and advised that, in our view, an officer or director who takes stock in the company which employs him cannot avail himself of 802.9 if the stock value held will exceed $15 MM...

None noted

None noted

Called on 7/18 - Confirmed (redacted) advice given.

None noted

Called on 7/22 Advised that under §802.51(c) it is the transaction size or in this case, the consideration or fair market value, the governs the applicability of this exemption.

I agree with this letter. PS RS TH concur see #202 new PMPM

None noted

A person may acquire voting stock pursuant to a default under 802.63. Facts ofthis case show a default.

None noted

A5

6/26/91 - OK