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1/19/95 [sic] - Advised writer that the PMN Office permits the exclusion of unimproved real property and residential real estate subdivisions from the size-of-transaction in an asset deal pursuant to...

1/17/95-Called writer and advised that it was the view of the PMN Office that the fact situation presented here did not create circumstances which are inconsistent with Ss claiming a solely for...

None noted

Facts of this letter indicate B is passive investor who wished to acquire extremely small % of voting stock. This status is not lost due to being a co-partner with parent of issuer.

None noted. [note 1-Chart/Outline -Exhibit A]

12/22/94-After discussing with John Sipple, I left voice mail for writer advising that the PMNOffice did not view the beneficial interests in the trusts as voting securities. Also, they did not appear...