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Date
Rule
801.1(b)(1)
Staff
Nancy Ovuka
Response/Comments
A will be paid first. $50mm contribution - debenture =$0" 8/4 This appears tobe an acquisition of assets by Partner A, not an equalization payment. Partner A iscontributing less than Partner B, but receiving control of the partnership. NMO

Question

FACSIMILE TRANSMITTAL

(redacted)

TO: Nancy Ovuka
FROM: (redacted)
COMPANY: FTC Premerger
DATE: 8/3/94
FAX NO:( 202) 326-2050
TIME:
MAIN NO:(202) 326-3100
DIRECT FAX LINE: (redacted)
NO. OF PAGES:
CHARGE TO: (redacted)

(including this Page)


If you do not receive all the pages, please telephone (redacted) immediately.


__________________________________________________________________________

MESSAGE:

Following is the diagram of the transaction we discussed. I believe the issue boils down to whether the $165 million being transferred to B (as cash or as assumption of liabilities) can be characterized as an equalization payment within the terms of Interpretation 47.


___________________________________________________________________________

[Confidentiality Language]



[Diagram]

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