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11/14/90 - Discussed with (redacted) made the clarification set out above.[note 1-D & Ewill have control, as defined by 801.1(b)]

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11/7/90 Discussed with J.M. Sipple. Advise our view is that sale of fee interest in realproperty, from which lease payments are derived as a result of building on such property, isexempt under 802.1(b...

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11/2/90 Called (redacted) advised that foreign company must use its regularly preparedfinancials, if prepared within 15 months of filing or acquisition, to determine its size. Itcannot revise such...

Lessor - title, security interest. Lessee - possession, risk of loss due to damage or use of the leased assets arising from lease. Right to require sale to third party . Right to acquire for greater...

None noted

None noted

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[note 1-Continuum theory - not reportable - if [redacted] shares are not sold then theyshould file for them]-[note 2-continuum theory applies]-[note 3-802.63 lease Financing]

Called on 11-26-90. Agreed that a new filing is not required. PNO has taken the positionover the last year or so that a new filing is not required if a person files to acquire all of acompanys assets...

Called 11-28-90- I concur [note 1-Premerger view, not FTC]

None noted

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