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11/18/92 - spoke to [redacted]. Advised that assuming [redacted] would be taking more than $15 MM in the Company's stock, it appears that evidence has been presented to support the conclusion that...

Called [redacted]. It appears that $18 mm in assumed liabilities will remain after covering written premiums, and, therefore, is acquisition price. RS and PS concur.

Called [redacted]. Both "secured loans" and "financing leases" are lease financing transactions. In "secured loans", seller does not take "title", but does have a security interest in leased equipment...

11/9/92 Advised [redacted] by phone that the letter accurately reflected the present position of the PNO regarding purchases by REITS and that the proposed transaction would be exempt under 7A(c)(1)...

Wrong the formation of a corporation is potentially reportable under Section 801.40 inspite of the language (except consolidations or mergers). Talked to (redacted) 11-6-92. PMN staff concurs (John...

11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets...

Called [redacted]. Advised that the PMN Office had concluded that the Company's year-end financial statement was an annual report and is therefore covered by Item 4(b) and must be submitted with the...

None

Contract for re-insurers is ordinary course of business, not an acquisition in this matter. When [redacted] takes over policies an acquisition will occur and is reportable since competitors are...

Facts indicate that transfer of non-cash assets to partnership for cash is part of formation process and is exempt. Timing of transfer and fact that partnership was not funded and not active are...

10/30/92 Advised that under Section 617.011 of newly revised Non-Profit Corporation Act and non-profit corporation Cs by-laws, it was the Premerger Offices conclusion that X and Y held voting stock in...

I concur with this with exceptions noted in margin. Called (redacted) 10-26-92. RS concurs.

8 Oct. 92 Called. Exempt

10/6/92 Agreed with conclusion in letter. In hypothetical on page 2, the business justification for the spin off is that A only wants to purchase certain assets of subsidiary Y. The substance of the...

10/6/92: I contacted (redacted) and informed him that if transaction is structured as Exhibit B, 801.11(e) is inapplicable for Step 2 and a filing would be required. NMO

I have talked to both parties and have found that the warehouse is owned by a revocable trust. There are at least four settlors of the trust (including B) that are also the beneficiaries. Consequently...

For purposes of 801.40 analysis, the taking of an equity or membership interest in a limited liability company is tantamount to acquiring a voting security in a corporation. RS agrees with this...