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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...

12/22/94-After discussion with John Sipple, called writer and advised that in the PMN Offices view, a filing must be made before B Purchases the 25.5% of Cs voting stock since the option and...

12/20/94-advised writer that this change in form from his earlier 12/2 letter (attached) did not result in any reportable transactions. The asset purchase still goes first (and involves a $100 MM...

12/20/94-after discussing with AD, advised writer that since the leased computers and copiers were used in the internal operations of the lessees and appeared to constitute small portions of their...

12/19/94-Advised writer that there appeared to be bona fide reasons for structuring thetransaction in this manner. She confirmed that a filing would be made in early 1995 for thepurchase of the...

12/12-94-Called writer and advised that, based on the facts in this letter and the order inwhich the three acquisitions will take place , that 801.11(e) is useable and that 801.40 doesnot appear...

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