9207010 Informal Interpretation

TO: Richard B. Smith
Premerger Office
Federal Trade Commission

FROM: (redacted)

RE: (redacted)

DATE: July 21, 1992

____________________________________________________________________________

Attached is a schematic and list of steps in the transaction that we will discuss later. The written-in number is my correction of a typo.

Regards,

OUTLINE OF TRANSACTION

Note: all steps are deemed to occur concurrently; all dollar values are approximate

1.(redacted) transfers (redacted) to (redacted) as a contribution to capital

2.(redacted) purchases 25% of the voting securities of (redacted) for (redacted)

3.(redacted) contributes (redacted) to LIMITED PARTNERSHIP and receives in exchange a (redacted) limited partnership interest in LIMITED PARTNERSHIP

4.(redacted) purchases 50% of the voting securities of (redacted) for (redacted)

5.(redacted) contributes (redacted) to LIMITED PARTNERSHIP and receives in exchange a (redacted) limited partnership interest in LIMITED PARTNERSHIP

6.(redacted) contributes (redacted) to LIMITED PARTNERSHIP and receives in exchange a limited partnership interest in LIMITED PARTNERSHIP

7.(redacted) and (redacted) collectively contribute substantially all of their assets to LIMITED PARTNERSHIP in exchange for a 25% limited partnership interest in LIMITED PARTNERSHIP and an equalization payment of (redacted)

8.(redacted) and (redacted) distribute the 35% limited partnership interest in LIMITED PARTNERSHIP to (redacted)

9.(redacted) transfers the 25% limited partnership interest in LIMITED PARTNERSHIP to (redacted) as a contribution to capital

10.(redacted) purchases 25% of the voting securities of (redacted) in exchange for a .25% limited partnership interest in LIMITED PARTNERSHIP

(schematic redacted)