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I concur - Called (redacted) 12-7-90

10/30/90 Advised that this transaction is exempt from reporting requirements under our interpretation of 802.63 in that it is a bona fide sale/leaseback in the ordinary course ofbusiness of Company A...

10/15/90 Told (redacted) that the advice I had given him was wrong. We charge one filing fee when technically there are two acquisitions if what is being acquired is the same thing. E.g. A were...

10/12/90 Called (redacted) and said the Premerger Office agreed with his conclusion. On page 4, paragraph 2, second sentence, advised that this office views office buildings and residential buildings...

10/5/90 If purchase is under RTC umbrella as appears it is the case here, then exemptunder (c)(4) and 801.1(a)(2). RB Smith

10/1/90 Told (redacted) that the first mode of analysis is correct but not the second andassuming the faith stated the conclusion is correct. TFH

None noted

See handwritten charts in image file

Im not sure what substantially all means but I know what it is when I see it 80% is substantially.

None noted

A is selling one type of future of many in the same category - this is exempt; if A was sellingan entire segment of his business it would not be exempt. Acquisition price may becomputed as stated in...

9/24/90 Called him back. Clarified that since the size-of-person test isnt met there is noneed to go to the exemption under 802.1 for realty. Its really a 2-step process: 1) do youhave to file under...

Advised that 801.1(c)(2) requires insurance company to include assets held in a separateaccount for size of person test. - JDahnke 9/20/90

9/18/90 Advised (redacted) that pursuant to Rule 801.11, the size of person test includesthe acquired person plus all entities it controls. He agreed and stated that the acquiredperson controls no one...

For purposes of the size-of person test for an individual, include the financials of all entitiescontrolled plus any other investment assets. Exclude personal assets such as a house or car. Include...