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No response provided.

No response provided.

I called (redacted) and discussed with him the corrections above. He said that the facts had changed somewhat, he will send follow-up letter.

Called on 9/1/94. Letter reflects the advice given. B will not receive ownership interest in the plant to be contributed to the partnership other than through its receipt of 49% partnership interest...

Can also be exempt under 802.30 or c-3. PS. RS concurs. ABA letter 39 gives support to this conclusion.

The Premerger Office - Not the Commission

I concur with this letter. PS

8/26/94 - advised writer that since Seller, a sub of parent, was not selling all or substantially all of the (redacted), the sale was exempt under 7A(c)(1) and 802.1(b) as the PMN Office interprets...

8/23/94 - Advised writer that since sub. is selling only a small portion (about 10%) of its(redacted), that such transaction is exempt under the PMNs view of 7A(c)(1) and 802.1(b)