Corporate business separation qualifies for tax-free reorganization treatment

Plain-English summary

A publicly traded corporation proposed to separate one business into a newly formed controlled corporation while retaining its other businesses. The plan included asset and stock contributions, possible borrowing or an initial public offering by the controlled corporation, a split-off or spinoff, possible exchanges of retained stock for the distributing corporation's debt, and cash distributions, share repurchases, or debt repurchases. Based on extensive representations, the IRS ruled that the contribution and external distribution would qualify under sections 368(a)(1)(D) and 355. It also ruled that the principal corporate steps generally would not trigger gain or loss, that shareholders generally would not recognize income on receiving controlled stock, and that stated carryover-basis and holding-period rules would apply. Retaining some controlled stock for later disposition, for no more than five years, would not disqualify the transaction under the represented conditions. The IRS did not determine whether the distribution satisfied the business-purpose, device, or section 355(e) acquisition-plan requirements, and it expressed no opinion on the internal preparatory transactions.

Ruling snapshot

• Question: Would the proposed business separation, related distributions, debt exchanges, and retained-stock disposition receive the requested tax-free corporate reorganization treatment?
• Outcome: Approved, based on the stated facts and representations and subject to express caveats
• Key authorities: IRC §§ 355, 361, 368(a)(1)(D), and 1032; Treas. Reg. §§ 1.355-2, 1.355-7, and 1.355-8

Full text (IRS public release)

 Internal Revenue Service                                       Department of the Treasury
                                                                Washington, DC 20224

 Number: 202343025                                              Third Party Communication: None
 Release Date: 10/27/2023                                       Date of Communication: Not Applicable
 Index Number: 355.00-00, 355.01-00,
               355.01-01, 368.00-00,                            Person To Contact:
               368.04-00                                        -------------------------
                                                                ID No. -----------------
 ----------------------------                                   Telephone Number:
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 ------------------------------------------------------------   Refer Reply To:
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 -------------------------------------------                    PLR-102907-23
 ----------------                                               Date:
 -----------------------------------                            August 02, 2023




Legend


Distributing                       =         -----------------------------
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Controlled                         =        --------------------------
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Business A                         =        -----------------------------------------------------------

Business B                         =        -------------------------------

Business C                         =        -----------------------------

State A                            =        -------------

a                                  =        ---

b                                  =        -----

c                                  =        ---

d                                  =        --

e                                  =        ---

PLR-102907-23                                             2


Distributing Debt                   =         -----------------------------------------------------------------------
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Date 1                              =        -----------------------

Dear ---------------:

This letter responds to a letter dated February 6, 2023, as supplemented on March 28,
2023, May 2, 2023, June 13, 2023, July 5, 2023, July 13, 2023, July 19, 2023, July 25,
2023, July 31, 2023, and August 1, 2023, submitted on behalf of the taxpayer (the
“Submission”), requesting rulings on certain federal income tax consequences of a
series of transactions. The material information in that Submission is summarized
below.

The rulings contained in this letter are based upon information and representations
submitted by the taxpayer and accompanied by a penalties of perjury statement
executed by an appropriate party. While this office has not verified any of the material
submitted in support of the request for rulings, it is subject to verification on
examination.

This letter is issued pursuant to Rev. Proc. 2023-1, Rev. Proc. 2017-52, 2017-41 I.R.B.
283, as amplified and modified by Rev. Proc. 2018-53, 2018-43 I.R.B. 667, regarding
Transactional Rulings for one or more Covered Transactions. This office expresses no
opinion as to any issue not specifically addressed by the rulings below.

This office has made no determination regarding whether the External Distribution (as
defined below): (i) satisfies the business purpose requirement of Treas. Reg. § 1.355-
2(b); (ii) is used principally as a device for the distribution of the earnings and profits of
the distributing corporation or the controlled corporation or both (see section 355
(a)(1)(B) and Treas. Reg. § 1.355-2(d)); or (iii) is part of a plan (or a series of related
transactions) pursuant to which one or more persons will acquire directly or indirectly
stock representing a 50-percent or greater interest in the relevant distributing
corporation or the controlled corporation, or any predecessor or successor of such

PLR-102907-23                                3

distributing corporation or controlled corporation, within the meaning of Treas. Reg. §
1.355-8 (see section 355(e) and Treas. Reg. § 1.355-7).

                                   Summary of Facts

Distributing, a publicly traded, widely held, State A corporation, is the parent of a
worldwide group of domestic and foreign entities (the “Distributing Worldwide Group”).
Distributing is also the common parent of an affiliated group of domestic corporations
that files a U.S. consolidated federal income tax return (the “Distributing Consolidated
Group”). The Distributing Worldwide Group is engaged in multiple businesses, including
Business A, Business B, and Business C (Business B and Business C, together, the
“Remaining Businesses”).

For purposes of satisfying the active trade or business requirements of section 355(b)
with respect to the External Distribution (as defined below), Distributing and members of
its “separate affiliated group” as defined in section 355(b)(3)(B) will rely on the
Remaining Businesses, and Controlled and members of its “separate affiliated group”
as defined in section 355(b)(3)(B) will rely on Business A. Distributing has submitted
financial information in accordance with Rev. Proc. 2017-52 indicating that both the
Remaining Businesses and Business A have had gross receipts and operating
expenses representing the active conduct of a trade of business for each of the past five
years.

Prior to the External Distribution (as defined below), the Distributing Worldwide Group
will engage in a series of internal preparatory transactions to separate Business A from
the Remaining Businesses held by certain subsidiaries of Distributing (the “Internal
Preparatory Transactions”). The Internal Preparatory Transactions will include, among
other transactions:

   (i)    A contribution of stock by one subsidiary of the Distributing Consolidated
          Group to another lower-tier subsidiary (the “Lower-Tier Subsidiary 1”)
          intended to qualify under section 351(a) and/or section 368(a)(1)(B) and
          cause Lower-Tier Subsidiary 1 to satisfy the active trade or business
          requirement of section 355(b), followed by a series of distributions by Lower-
          Tier Subsidiary 1 of entities engaged in Business A to certain of its
          shareholders in exchange for pre-existing shares held by such shareholders
          (“Internal Transaction 1”); and

   (ii)   A contribution of Business A assets by a lower-tier subsidiary of the
          Distributing Consolidated Group (“Lower-Tier Subsidiary 2”) to a newly-
          formed controlled subsidiary in exchange for all of the stock of such
          subsidiary, followed by the distribution by Lower-Tier Subsidiary 2 of the stock
          of the controlled subsidiary to certain of its shareholders in exchange for pre-
          existing shares held by such shareholders (“Internal Transaction 2”). The
          stock distributed pursuant to Internal Transaction 1 and Internal Transaction 2

PLR-102907-23                                 4

          will subsequently be distributed up the corporate chain to Distributing for
          purposes of facilitating the External Transaction.

                                 Proposed Transaction

Distributing will undertake a series of steps for the purpose of separating all of the
assets associated with Business A from its Remaining Businesses (the “Proposed
Transaction”).

For what are represented to be valid business reasons, Distributing proposes to engage
in the following transactions to separate Business A from the Remaining Businesses.

   1) Distributing formed Controlled on Date 1 and will contribute to Controlled all of
      the stock of certain entities currently conducting Business A and any directly held
      Business A assets in exchange for (i) Controlled Stock, (ii) the assumption by
      Controlled of liabilities associated with Business A, if any, and (iii) Controlled
      Cash, if any (collectively, the “Controlled Contribution”). Distributing will hold any
      Controlled Cash in its general accounts. Controlled will have one authorized
      class of voting common stock (i.e., the Controlled Stock), all of the issued stock
      of which will be directly owned by Distributing immediately following the
      Controlled Contribution.

   2) Controlled may (i) borrow cash from third-party lenders (the “Controlled
      Borrowing”) and/or (ii) issue and sell shares of Controlled Stock to third-party
      investors for cash in an initial public offering (the “Controlled IPO,” and the cash
      proceeds received by Controlled in the Controlled Borrowing and/or the
      Controlled IPO, the “Controlled Cash”).

   3) Distributing will distribute, subject to any potential lock-up periods associated with
      any Controlled IPO, Controlled Stock representing at least a percent (but up to b
      percent) of the total combined voting power of all Controlled Stock to its
      shareholders either in exchange for Distributing stock (“Distributing Stock” and
      with respect to such exchange, a “Split-Off”) or as a pro rata distribution (a
      “Spinoff”) or a combination of both (the “Distribution”). Any shares of Controlled
      Stock not distributed are referred to herein as the “Retained Stock.”

   4) Within c months following the Distribution, Distributing will (i) exchange some or
      all of the Retained Stock, if any, for a portion of the Distributing Debt either
      directly or through a financial intermediary (the “Debt-for-Equity Exchange”)
      and/or (ii) distribute to its shareholders some or all of the Retained Stock, if any,
      either in exchange for Distributing Stock (a “Clean-Up Split-Off”) or as a pro rata
      distribution (a “Clean-Up Spinoff”) or a combination of both (collectively, the
      “Clean-Up Distributions” and together with the Distribution, the “External
      Distribution”). In connection with a Debt-for-Equity Exchange, Distributing may
      issue short-term debt (the “New Debt”), to one or more financial institutions

PLR-102907-23                               5

     acting as principals for their own account (“Banks”) and use such proceeds to
     repay Distributing Debt (including principal, interest, premium, and fees).
     Distributing will hold any New Debt proceeds in its general accounts. Banks may
     also acquire Distributing Debt from existing holders of Distributing Debt
     (“Exchange Debt”). Distributing may enter into one or more exchange
     agreements with Banks (neither being legally obligated to do so) pursuant to
     which Distributing will exchange Retained Stock with Banks for all or a portion of
     the New Debt and/or Exchange Debt (each, an “Exchange Agreement”). Any
     Exchange Agreement will be entered into no sooner than d day(s) after the New
     Debt is incurred or the Banks acquire the Exchange Debt. The exchange ratio for
     the Debt-for-Equity Exchanges will be fixed on the date any Exchange
     Agreement is entered into.

     Pursuant to the External Distribution, in order to avoid the expense and
     inconvenience of issuing fractional shares, to the extent applicable, all fractional
     shares of Controlled Stock that any holders of Distributing Stock would otherwise
     be entitled to receive as a result of the External Distribution will be aggregated by
     an exchange agent and sold on their behalf in the open market (or otherwise as
     reasonably directed by Distributing), in each case at then-prevailing market
     prices. The exchange agent will make available the net proceeds thereof, subject
     to the deduction of the amount of any withholding taxes and brokerage charges,
     commissions and conveyance and similar taxes, to the holders of Distributing
     Stock that would otherwise have been entitled to receive a fractional share of
     Controlled Stock pursuant to the External Distribution on a pro rata basis based
     on such fractional interest, without interest, as soon as practicable thereafter.

     If Distributing determines that market and general economic conditions and
     sound business judgment do not support the disposition of all or any portion of
     any Retained Stock, as described above, during the c months immediately
     following the Distribution, Distributing will dispose of any remaining Retained
     Stock as soon as practicable, taking into account market and general economic
     conditions and sound business judgment, but in no event later than five years
     after the Distribution. Distributing’s delayed distribution of any Retained Stock,
     described above, is intended to facilitate the orderly distribution of Controlled
     Stock and establish an effective and appropriate capital structure for both
     Distributing and Controlled, including by reducing Distributing’s liabilities and
     strengthening its balance sheet in the most efficient manner (the “Retention
     Business Purpose”).

  5) Within c months following the Distribution, Distributing will use the Controlled
     Cash proceeds to make pro rata cash distributions to Distributing’s shareholders
     (including by funding normal quarterly dividends), repurchase shares of
     Distributing Stock, including potentially pursuant to one or more customary
     accelerated share repurchase programs, and/or repurchase Distributing Debt
     (including principal, interest, premium, and fees), including through open market

PLR-102907-23                                  6

        tender or purchase (collectively, the “Cash Boot Purge”). The Controlled
        Contribution, External Distribution, the Debt-for-Equity Exchange (if any), and the
        Cash Boot Purge (if any), are collectively referred to herein as the “External
        Transaction.”

In connection with the External Distribution, Distributing and Controlled, collectively with
their affiliates, will enter into certain agreements that will continue after the completion of
the External Distribution in order to effect an orderly transition of Controlled to a
standalone public company, including transition services agreements, a tax matters
agreement, and other agreements (collectively, the “Continuing Arrangements”). The
Continuing Arrangements will be based on arm’s-length terms and conditions, except
for the transition services agreements, which will be on a cost or cost-plus basis during
their terms.

Following the External Distribution, Distributing and Controlled will operate as
independent companies having separate boards of directors. The separate boards of
directors will have no overlapping membership, with the possible exception of one or
more directors that may serve on the board of directors of Distributing and Controlled
(the “Overlapping Board Member(s)”). Furthermore, to the extent there is any director
overlap following the External Transaction, such Overlapping Board Member(s) will
represent a minority voting share of the overall composition of Distributing’s and
Controlled’s board of directors. The Overlapping Board Member(s) will serve in this
capacity to provide a sense of business continuity to Controlled as it transitions to
becoming a standalone public company and will enable Controlled to continue to benefit
from the expertise of such director(s) regarding Business A. The Overlapping Board
Member(s) will have less than e percent of the voting power with respect to the
Controlled board.

                                      Representations

Except as set forth below, Distributing has made all the representations in section 3 of
the Appendix to Rev. Proc. 2017-52 with respect to the External Transaction.

  i.    Distributing has made the following alternative representations: 3(a), 11(a), 15(a),
        22(a), 31(a) and 41(a).

 ii.    Distributing has not made the following representations which do not apply to the
        External Transaction: 24, 25, and 40.

 iii.   Representation 6 is only made with respect to the Spin-Off or Clean-Up Spin-Off
        and representation 7 is only made with respect to the Split-Off or Clean-Up Split-
        Off.

 iv.    Distributing has made the following modified representations and modified
        alternative representations with respect to the External Transaction:

PLR-102907-23                                 7


       Representation 2: In the Distribution, Distributing will distribute on the same day
       stock and securities of Controlled representing at least a percent of the total
       combined voting power of all Controlled stock and securities; provided that, in the
       case of any Clean-Up Distribution, such Clean-Up Distribution will occur as
       promptly as practical after the Distribution taking into account the resolution of
       certain market uncertainties and stock exchange and clearing agency
       requirements, and, in all events, any such Clean-Up Distribution will occur within
       c months of the initial Distribution.

       Representation 5: None of the Controlled stock, Controlled securities, or Other
       Property to be distributed in the Distribution will be received in any capacity other
       than that of a shareholder of Distributing; provided that Distributing may (i)
       transfer Controlled Stock to Distributing’s creditors, including Banks, in the Debt-
       for-Equity Exchange and (ii) transfer Controlled Cash to Distributing’s creditors
       and/or shareholders in the Cash Boot Purge.

       Representation 8(b): Distributing has securities outstanding, but it will not
       distribute Controlled Stock to any holder of such securities in the Distribution in
       satisfaction thereof; except that Distributing may transfer Controlled Cash and/or
       Controlled Stock to holders of Distributing Debt that qualifies as a security.

       Representation 32: No intercorporate debt will exist between Distributing and
       Controlled (and their respective affiliates, as applicable) at the time of, or
       subsequent to the External Distribution, except for (i) amounts arising by reason
       of the Continuing Arrangements and (ii) ordinary course receivables and
       payables.

       Representation 45: Distributing will not dispose of any Controlled Stock in
       anticipation of the Distribution, except for the Controlled Stock, if any, transferred
       by reason of the Debt-for-Equity Exchange.

       Representation 46: Other than in connection with the Controlled IPO, Controlled
       will not issue stock or securities to any person other than Distributing in
       connection with the External Transaction.

Except as set forth below, Distributing has made all of the representations in section
3.04 of Rev. Proc. 2018-53 with respect to the External Transaction.

  i.   Distributing has made the following modified representations:

       Representation 3: The holder of Distributing Debt that will be assumed or
       satisfied will not hold the debt for the benefit of Distributing, Controlled, or any
       Related Person. With the exception of the New Debt, the Banks will not acquire
       Distributing Debt from Distributing, Controlled, or any Related Person. None of

PLR-102907-23                                   8

        Distributing, Controlled, or any Related Person will participate in any profit gained
        by Banks upon an exchange of Section 361 Consideration; nor will any such
        profit be limited by agreement or other arrangement. The amount of the Section
        361 Consideration received by Banks in satisfaction of the Distributing Debt will
        be determined pursuant to arm’s-length negotiations.

        Representation 4: Other than the New Debt, Distributing incurred the Distributing
        Debt that will be assumed or satisfied (i)(A) before the date hereof and (B) no
        later than 60 days before the earliest of the following dates (x) the date of the first
        public announcement (as defined in Treas. Reg. § 1.355-7(h)(10)) of the
        Distribution or a similar transaction, (y) the date of the entry by Distributing into a
        binding agreement to engage in the Distribution or a similar transaction and (z)
        the date of approval of the Distribution or a similar transaction by the Distributing
        board of directors.

        Representation 6: There are one or more substantial business reasons for any
        delay in satisfying Distributing Debt with any New Debt Proceeds or Controlled
        Cash beyond 30 days after the date of the first distribution of Controlled Stock to
        Distributing's shareholders. All the Distributing Debt that will be satisfied with any
        New Debt Proceeds and/or Controlled Cash will be satisfied no later than c
        months after such distribution.

Distributing has made the following representations with respect to the Retained Stock:

  i.    In no event will the retention of the Retained Stock prevent Distributing from
        distributing in the Distribution an amount of Controlled Stock that represents
        control within the meaning of section 368(c).

 ii.    Distributing’s plan to retain the Retained Stock is motivated by the Retention
        Business Purpose.

 iii.   Except for the Overlapping Board Members, none of Distributing's directors or
        officers will serve as officers of Controlled as long as Distributing retains the
        Retained Stock.

 iv.    The Retained Stock will be disposed of as soon as a disposition is warranted
        consistent with the Retention Business Purpose, but, in any event, not later than
        five years after the Distribution.

 v.     Distributing will vote the Retained Stock in proportion to the votes cast by
        Controlled’s other shareholders.

PLR-102907-23                                9

                                            Rulings

Based solely on the information submitted and the representations made, we rule as
follows regarding the Proposed Transaction:

 1)   The Controlled Contribution, together with the External Distribution, will qualify as
      a reorganization and distribution within the meaning of section 368(a)(1)(D) and
      section 355. Distributing and Controlled will each be a “party to a reorganization”
      within the meaning of section 368(b).

 2)   No gain or loss will be recognized by Distributing on the Controlled Contribution.
      Section 361(a)-(b) and section 357.

 3)   No gain or loss will be recognized by Controlled on the Controlled Contribution.
      Section 1032(a).

 4)   The basis in each asset received by Controlled in the Controlled Contribution will
      equal the basis of that asset in the hands of Distributing immediately before the
      Controlled Contribution. Section 362(b).

 5)   The holding period in each asset received by Controlled in the Controlled
      Contribution will include the period during which the asset was held by
      Distributing. Section 1223(2).

 6)   No gain or loss will be recognized by Distributing on (i) the External Distribution,
      (ii) the Debt-for-Equity Exchange, or (iii) the Cash Boot Purge, other than (a)
      deductions attributable to the fact that the Distributing Debt may be redeemed at
      a premium, (b) income attributable to the fact that the Distributing Debt may be
      redeemed at a discount, and (c) interest expense accrued with respect to the
      New Debt or Distributing Debt. Section 361(b)-(c).

 7)   Any delayed distribution or exchange of Retained Stock that occurs within c
      months following the Distribution will be treated as occurring pursuant to the plan
      of reorganization for purposes of section 361(b)-(c).

 8)   Distributing’s continued ownership of any Retained Stock until its disposition, in
      no event later than five years after the Distribution, will not adversely affect the
      qualification of the External Transaction under sections 355 and 368(a)(1)(D) and
      will not be in pursuance of a plan having as one of its principal purposes the
      avoidance of U.S. federal income tax for purposes of section 355(a)(1)(D)(ii).

 9)   No gain or loss will be recognized by, and no amount will be included in the
      income of, Distributing’s shareholders on the receipt of Controlled Stock in the
      External Distribution. Section 355(a)(1).

PLR-102907-23                                 10

 10) If the Split-Off and/or Clean-Up Split-Off is undertaken, each participating
     shareholder’s aggregate basis in the Controlled Stock it receives in exchange for
     Distributing Stock pursuant to the External Distribution (including any fractional
     share interest in Controlled Stock to which a shareholder may be entitled) will
     equal such shareholder’s aggregate basis in the Distributing Stock surrendered
     in the External Distribution and will be allocated among the shares received in
     the manner described in Treas. Reg. § 1.358-2(a). Section 358(a)(1) and (b)(1).

 11) If the Spinoff and/or Clean-Up Spinoff is undertaken, each Distributing
     shareholder’s aggregate basis in its Distributing Stock and Controlled Stock
     immediately after the distribution(s) (including any fractional share interest in
     Controlled stock to which a shareholder may be entitled) will equal such
     shareholder’s aggregate basis in its Distributing Stock immediately prior to the
     distribution(s). Section 358(a). The basis will be allocated between Distributing
     Stock and Controlled Stock in proportion to the fair market values of each
     immediately after the External Distribution in accordance with Treas. Reg. §
     1.358-2(a)(2). Section 358(a) through (c).

 12) If a shareholder of Distributing Stock that purchased or acquired shares on
     different dates or at different prices is not able to identify which particular share of
     Controlled Stock is received in exchange for, or as a distribution with respect to,
     a particular share of Distributing Stock, the shareholder may designate which
     particular share of Controlled Stock is received in exchange for, or as a
     distribution with respect to, a particular share of Distributing Stock, provided the
     designation is consistent with the terms of the External Distribution. Treas. Reg.
     § 1.358-2(a)(2)(vii).

 13) Each Distributing shareholder’s holding period in its Controlled Stock received in
     the External Distribution (including any fractional share interest in Controlled
     Stock to which the shareholder may be entitled) will include the holding period of
     the Distributing Stock exchanged therefor or with respect to which a distribution
     of Controlled Stock was made, provided that such Distributing Stock is held by
     such Distributing shareholder as a capital asset on the date of the relevant
     exchange or distribution. Section 1223(1).

 14)    The receipt by the shareholders of Distributing of cash in lieu of fractional
       shares, if any, of Controlled Stock will be treated for U.S. federal income tax
       purposes as if the fractional shares had been distributed to such shareholders as
       part of the External Distribution and then had been disposed of by such
       shareholders for the amount of such cash in a sale or exchange. Gain (or loss)
       recognized (if any, determined using the basis allocated to the fractional shares
       in Rulings 10-12) will be treated as capital gain (or loss) under section 1001,
       provided the stock was held as a capital asset by the selling shareholder. Such
       gain (or loss) will be short-term or long-term capital gain (or loss) (determined
       using the holding period provided in Ruling 13).

PLR-102907-23                                 11


 15) The earnings and profits of Distributing will be allocated between Distributing and
     Controlled in accordance with section 312(h) and Treas. Reg. §§ 1.312-10(a) and
     1.1502-33(e).

 16) Following the External Distribution, Controlled will not be a successor of
     Distributing for purposes of section 1504(a)(3). Therefore, Controlled and its
     direct and indirect subsidiaries that are “includible corporations” under section
     1504(b) and satisfy the ownership requirements of section 1504(a)(2) will be
     members of an affiliated group of corporations eligible to file a consolidated U.S.
     federal income tax return with Controlled as the common parent.

 17) Payments made between any of Distributing and Controlled and their respective
     affiliates under any of the Continuing Arrangements regarding liabilities,
     indemnities, or other obligations, that (i) have arisen or will arise for a taxable
     period ending on or before the External Distribution or for a taxable period
     beginning before and ending after the External Distribution; and (ii) will not
     become fixed and ascertainable until after the External Distribution, will be
     viewed as occurring immediately before the External Distribution. See
     Arrowsmith v. Comm’r, 344 U.S. 6 (1952); Rev. Rul. 83-73, 1983-1 C.B. 84.

                                          Caveats

Except as expressly provided herein, no opinion is expressed or implied concerning the
tax treatment of the Proposed Transaction under other provisions of the Code or
regulations or the tax treatment of any condition existing at the time of, or effects
resulting from, the Proposed Transaction that are not specifically covered by the above
rulings. No rulings were requested, and no opinion is expressed or implied, concerning
the tax treatment of the Internal Preparatory Transactions.

                                 Procedural Statements

The ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be used or cited as precedent.

A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their returns that provides the date on and control number
(PLR-102907-23) of the letter ruling.

PLR-102907-23                                          12


Pursuant to a power of attorney on file with this office, a copy of this letter is being sent
to your authorized representatives.

                                                 Sincerely,


                                                 _____________________
                                                 Gerald B. Fleming
                                                 Senior Technician Reviewer, Branch 2
                                                 Office of Associate Chief Counsel (Corporate)

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