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Confirmed my contention that filings are not required because the size transaction that is not met and the transaction appears exempt under 802.40

5-13-88-Noted also mergers & joint ventures in the form of a partnership are not exemptthere may be other possibilities that are not exempt.

There are three separate transactions for purposes of determining size of Holding Company according to Section 801.40 of the rules, Holding company is a $340.0 MM dollar person not a $90.0 MM dollar...

OK 5-19-88

OK 5-20-88

The letter accurately reflects the advice given 4/19/88 [note 1-diagram of current corporate structure]

Question: Does the $14.7 mm allocated to warehouse space include a portion of the $14 mm assumption of the mortgage? Yes, the $14.7 mm acquisition price includes cash and the assumption of a portion...

7A(c)(4) appears to apply 4/12/88

OK - 4/11/88

OK 4/11/88

Confirmed that the 1987 amendment to the control rule did not change the position in §801.40, i.e., that the formation of noncorporate joint ventures are not reportable. Facts in this case however...

Called Monday 4-18-88 - told him to file - not exempt-concerned that both have car leasing activities

Understand from the writer that this transaction was structured as proposed before HSR was ever considered. While the structure is of (illegible) it does not seem to pose an 801.90 problem in this.

None noted