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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...

None noted

I concur

Called on 3/21/91-Confirmed the advice given with the §801.90 caution as expressed in the letter. Also, indicated that if the JV formed on 1/2/91 was a shell corporation rather than an ongoing...

3/6/91-Advised (redacted) that, assuming the sub-lease transaction is reportable neither the acquiring person (redacted) nor the acquired person (redacted) meet the $100 MM size ofperson test. As such...

You must determine who the UPE will be at the point of consummation, called 3/5/91)