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12/5-I spoke w/(redacted) and explained the application of 7A(c)(3) to the redemption w/r to each UPE of the JV -

12/4/94-Called writer who advised that A & B were selling a portion of their own assets and such assets were not held by divisions, subsidiaries or entities controlled by A or B. (He advised that A...

(8/7) - Discussed w/Dick Smith, who raised the 802.20 issue. Called (redacted) and toldher that in Transaction 3, if the (redacted) makes a stock purchase that would result inholding of 50% or more of...

[note 1-Advised writer that the PMN Office was in agreement with the conclusions reached in this letter based on the specific facts presented]-[note 2-IDS-STATEWIDE NETWORK(OUTLINE] - [Note 3 -PMN...

Reportability depends on whether this plan is viewed as the formation of a joint venturecorporation and subject to 801.40. If the investors in step 4 have been identified and arecontractually...

Acquisition of real property which is exempt is allowable even though transactionconstitutes sale of all (redacted) realty held. Need not aggregate with other (redacted) &since they are valued at less...

None noted

None

Its not crystal clear but seems to be OK-[note 1-yes]-[note 2-yes]-[note 3-yes][-note 4-yes]-[note 5 -not as convincing]-[note 6- Do we want to take on the state courts?]

Called (redacted) 11-3-94-I concur with this letter exception noted.-[note 1-11-9-94] -note 2-Premerger Office]

11/22/94-The letter correctly reflects the advice given

11/21/94-Writer confirms that A and b have agreed and intend that their respective contributors of the (redacted) assets to the partnership are part of its formation. The assets are reasonably...

None noted

see letter of 11-09-94

Letter accurately reflects the advice given regarding the application of the 802.60 exemption for underwriters.

None noted