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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.

8 Oct. 92 Called. Exempt

10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO

10/6/92 Agreed with conclusion in letter. In hypothetical on page 2, the business justification for the spin off is that A only wants to purchase certain assets of subsidiary Y. The substance of the...

I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...

For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...

Acquisitions that are theoretically reportable in the instant letter in which third person (Corp. C) will file for acquisition need not be filed for by A and B due to applicability ofContinuum Theory...

9/25 - Talked to the writer. Indicated that I concurred with his analysis that the acquisition of voting securities by B of As voting securities from LP1 was exempt under (c)(4).

9/25 Called and confirmed that this letter reflects the advice given; also confirmed that the financial statement of 1/3/192 is one of a series of such statements and that such statements are and have...

Called on 9/23/92. Informed the writer that he was generally correct. However, I clarified that the partnership will be considered its own UPE, if prior to the transaction to acquire all the...