SEC Division of Investment Management staff letter: Oppenheimer Landmrk Properties

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 DIVISION OF CORPRATION FINANCE Mach 9, 1993. :i ..-.._... '" --., ..... ',", ;::t ~ .........,"" ~ 'q

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Mr. Farell c. Glasse ,~~~; , Ii,., 1 tl " ¡ ~ Fin Weinrger p.c. ¡ .1,4.~~i ~~ ti !~~~!. :r!if¡3 ~ 420 lexigton Avenæ , ,"" New York, New York 10170 .

Re : Opnhiir Lak Propies
Dear Mr. Glasser:
In regard to your letters of Noemr 16, 1992, Janua 14, änd Feb 23., 1993 our response thereto is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or sumrize the facts set forth in your letter. Sincerely, ~Ø!~ Meredi th B. Cross

Chief Counsel

e~~

Mach 9, 1993

PU'

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

Re: Oppenheimer Landmrk Properties (the "Partnership") Incoming letters dated November 16, 1992, January 14,

and February 23, 1993

On the basis of the facts presented, the Division will not

recommend enforcement action if the Liquidating Trust, as

successor in interest to the Partnership, complies with thei

reporting obligations of Section 13 (a) of the Securities Exchange

Act of 1934 by filing Form 8-K and 10-K only. In reaching this

conclusion, we note particularly your representation that, in

addi tion to the events set forth in Items 1 through 4 of Form 8 K, the Liquidating Trust will file Form 8-K: (i) at such time

as it shall make any distribution of its assets to its

beneficiaries; (ii).at such time as -a claim is åsserted by any

person or entity involving the Liquidating Trust; (iii) at such

time as a fee to the trustee or a material expense is paid; and

(iv) at such time as a material event shall occur which event has

not previously been disclosed on Form 8-K or 10-K. If the

existence of the Liquidating Trust is extended beyond three years

from the date of its formtion, the Liquidating Trust shall

request additional no-action assurance from the staff prior to

any such extension.
The Division of Investment Management has asked us to inform

you that on the basis of the fa~ts and representations in your

letter of Novemer 16, 1992, it would not recommend enforcement

action to the Commission under Section' 7 (b) of the Investment

Company Act of 1940 ("1940 Act") if the Partnership creates the

Liquidating Trust for the sole purpose of liquidating the i s assets, satisfying the Partnership's liabilities, Partnership and distributing the remaining assets without registering the

Liquidating Trust under the 1940 Act in reliance on the exception

from registration in Section 7 (b) for "transactions which are

merely incidental to the dissolution of an investment

company." 1/ Our position is based, particularly, on the following representations: (1) the Liquidating Trust's activities will be limited to satisfying the Partnership's

liabilities or obligations, making liquidating distributions to

1/ On Decemer 17, 1992, Farrell C. Glasser, counsel to the Partnership, stated in a telephone conversation with Richard

F. Jackson of the Division's Office of Chief Counsel that

the Liquidating Trust will rely on the exception from registration in Section 7 (b) .

the Liquidating Trust beneficîaries, '. investing the Liquidating Trustl-;--äsSetsH-în sliorl:-ce-rm investments, 2.Tand taking Other steps ne~essary. to conserve and protect the Liquìdating Trust's .

assets and provide for thè orderly liquidation of the Liquidating

Trust's assets; (2) the beneficial interests in the Liquidating

Trust will not be transferable except by operation of law or by

will or intestate succession; and (3) the Liquidating Trust will

terminate at the .earlier of the distribution of all remaining

assets of the Liquidating Trust or three years. from the date of formtion of the Liquidating Trust. á/ Because these positions are based on the facts and

representations in your letters, any different facts or

representations may require a different conclusion. Moreover,

this response expresses the Divisions' positions on enforcement

action only, and does not express any legal conclusions on the

questions presented.

Sincerely,
~.~~~~~
Spècial Còunsel .' ,

2/ You represent that the Liquidating Trust will invest in

short term certificates of deposit, "short term cash

equivalent mutual funds, n or money market accounts. On Decemer 18, 1992, Mr. Glasser stated in a telephone conversion with Richard Jackson that the short term cash

equivalent mutual funds would be money market funds.

á/ You state that the three year period may be extended by up

to 1/2 years if the trustee of the Liquidating Trust

determines that additional time is required for all claims

or liabilities to be settled, but in no event would the

Liquidating Trust exist for longer than 4 1/2 years.

(FINK WEERGER FRMA, BER, LOWE & FESTEIM, P.e.
420 l.GTON AVE NE YORK, NE YORK 10170

TEPHONE: (212) 949-8000 FAX: (212) 370-1367 TE: 6971695

WRTE'S DIRECT DIA (212) 916- 97 t REeEiiF-D-~'l

1933 Act/2(1)

193 Act/2(3)
1934 Ac/12(g)
193 Act/l2(h) I 'NOV 1 9 1992 I 193 Ac/13 i 193 Act/14 OrrV'~'~' G~ t,..;';,L.~ ',... .~-. .~~ 193 Act/15(d) CuhPf¡i?J-:'fCii: ~.I-'.. 1939 Act/30(a)(l) '-~":"I-'--"--""':'.£'- ."';... '.~",,__ 194.Act/3(a) " .... '.' 1ft'Actf7(a). .. 194 Actl7(b)

VIA FEDERAL EXPRESS

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Off ice of Chief Counsel
Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N. W.

Washington, D.C. 20549

Re: Oppenheimer Landmark properties

commission File No.: 0-7759

Gentlemen:
On behalf of our client, Oppenheimer Landmark Properties, a

New York limited partnership (the IIPartnership"), we respectfully

request that the Division of Corporation .F,inance and Division of

Investment Management confirm that, on the :basis of the facts set

forth below, they will not recommend enforcement action to the

Securities and Exchange Commission (the "Commission") if:

(i) beneficial interests (the "Beneficial Interests") in a liquidating trust (the IILiquidating Trust II ) are granted to the Managing General Partner and the Limi ted Partners (hereinafter

sometimes referred to as the "Beneficiaries") of the Partnership

without registration under the Securities Act of 1933, as amended

(the "1933 Act");

AN WBERGE p.c. Ai-l.w 11 MATI AVE Z1MMEGA 16 56 NOlH BC AR 17 El ST 811 OlON AVE WH Pl, NE YOR 106 80 ZU SW GRET NE NE YOR 11021 AL, NE YORK 1227 0l, NE JE 07013 (914) 682-7700 (411) 261 15 55 (516) 482-6511 (518) 432-7841 (21) 614-833 FAX: (914) 68-8 FAX (411) 261 15 II FAX (516) 48-618 . FAX (518) 432-4267 FAX (21) 614-0

(ii) the Liquidating Trust does not register the Beneficial Interests under the Securities Exchange Act of 1934, as amended

(the "1934 Act"); . .

(iii) the Liquidating Trust does not qualify an indenture

relating to the Beneficial Interests in the Liquidating Trust under

the Trust Indenture Act of '1939, as amended (the " 19 3 9 Act"); and . .. ". ...... '.:.." .. .. ~ ... .0. ......... ......... .. e. ." . .' : (í v) the,. 'Liqtd.dàt.ing Trust doeÈ; i:~t );egiåtér uIid,er thè _. Investment Company Act of 1940, as 'amended (the "1940 Act").

/
I. BACKGROUND

The Partnership was formed on February 29, 1972 in order to

acquire ownership of certain real property. During 1972, the

Partnership registered under the 1933 Act 2,200 limited partnership

interests (the "Units") which were offered and sold to the public.

The units are presently registered under section 12 (g) of the 1934

Act. The Units have never been traded publicly and transfers can

only be made with the consent of the Managing General Partner (the

"Managing General Partner"). There is currently no market in the units. In July, 1982, the Managing General Partner adopted a policy

of liquidating the assets of the Partnership by disposing of the

existing real estate portfolio and distributing the net proceeds to

the partners. Dur ing 1992, the Partnership sold the last of the

real properties owned by it and subsequently made distributions to

its partners with the result that the Partnership's sole assets now

consist of cash and receivables.

The Managing General Partner has determined that in accordance

wi th the intent of section 26 of the Limited Partnership Agreement

of the Partnership, dated February 29, 1972, as amended (the

"Partnership Agreement"), a Liquidating Tr~st should be funded with

approximately $450,000 in cash and/or recelvables as a reserve to

pay liabilities and/or obligations of the Partnership, whether

contingent or absolute. Information regarding the creation and

operation of the Liquidating Trust will be set forth in a letter to

the Limited Partners of the Partnership.

On the date the remaining assets of the Partnership are

transferred to the Liquidating Trust, the Partnership's transfer

records wiii be closed. Simultaneously the Beneficiaries in

exchange for their interests in the Partnership will be given an

interest in the Liquidating Trust in accordance with section 26 (d)

of the Partnership Agreement on. the basis of their respective

ownership interest in the Partnership. On that date, the

Partnership will file a certificate of cancellation, dissolving the

Partnership. Upon completion of the foregoing steps the

Partnership will no longer have any Limited Partners nor assets and

will file a Form 15 with the Commission to terminate the

registration of the Units under Section 12 (g) of the 1934 Act and

cease filing periodic reports with respect thereto.

The Liquidating Trust Agreement would contain cnstomary terms

.ançi ':conçlit:ign;;': and woul.d h~ly'e. the.. ,follow.ing ..,charaÐteristi,c~.:. .' .. .e.. .. . : . . .... .. . . o. ~. . . ~ :~ . .. .. . (i) The Managing 'General Partner and each Limited Partner would become a beneficiary of the Liquidating Trust to the

extent of their respective pro-rata interest in the Partnership.

(ii) The trustee of the Liquidating Trust ("Trustee") would be the Managing General Partner of the Partnership.

(iii) The Liquidating Trust's activities would consist of: (a) satisfying any liabilities or obligations of the

Partnership which are not paid or otherwise discharged; (b) making

liquidating distributions to the Beneficiaries; (c) investing its

assets in short term certificates of deposit, short term cash

equi valent mutual funds and/ or money market accounts; and (d) taking such other action as is necessary to conserve and protect

the assets of the Liquidating Trust and provide for the orderly

liquidation of the assets transferred to the Liquidating Trust.

(iv) Beneficial Interests would not be transferable

except by will, intestate succession, or operation of law and no

certificates representing such Beneficial Interests will be issued.

(v) The Trustee would issue annual reports to the Beneficiaries showing the assets and liabilities of the Liquidating

Trust at the end of each calendar year and the receipts and

disbursements of the Trustees for the period. The annual report

would also describe changes to the assets a( the Liquidating Trust

during the period and actions taken by the Trustee during the

period. Such reports would be audited by the Liquidating Trust's

outside certified public accountants. The Trustee may also issue

interim reports to the Beneficiaries. These interim reports would

be issued whenever, in the opinion of the Trustee, a significant

event relating to the assets of the Liquidating Trust has occurred.

(vi) The Liquidating Trust would terminate at the earlier of the distribution of all of the remaining assets, if any,

to the Beneficiaries or 3 years from the date of formation of the

Liquidating Trust, provided, however, that the Trust may be

extended for an additional term of up to 1 1/2 years if in the

opinion of the Trustee additional time is required for all claims

and/or liabilities to be settled. In no event would the Trust

extend ~eyond 4 1/2 years.

II. ISSUES

A. Benef;icial Interests in the Liquidating Trust may be

distributed without registration under the 193~ Act and need not be . .. . .. e" _ . . . , . :' :'" ','~' i:eg.lstetec:.- ua~er, the. '.i:93~' .A~t~ .:.;.... ,:1 :' ,'... . '., .. ".., ,.' . :..':.":::.,' .. e.. .'_

The registration' requirements of the 1933 Act are not applicable because (i) the Beneficial Interests in the Liquidating Trust are nontransferable and are therefore not a security within the definition of Section 2 (1) of the 1933 Act; and (ii) even if the Beneficial Interests in the Liquidating Trust are deemed securities, the distribution of the Beneficial Interests does not constitute a sale within the definition of Section 2 (3) of the 1933 Act, due to the fact that no new consideration is given for the Beneficial Interests and no new investment decision is required to be made by the recipients of the Beneficial Interests, since the Beneficial Interests in the Liquidating Trust represent assets already owned by those holders. Although the Division of Corporation Finance has not established a policy expressly adopting either of the above theories it has consistently stated that it would not recommend enforcement action with respect to a distribution of similar beneficial interests, if such distribution was not registered under the 1933 Act or the 1934 Act. See, Grubb & Ellis Realty Income Trust (available May 26, 1992); Graphic Scanning Corporation (available August 2l, 1991); Lockwood Banc Group. Inc. (available December 19, 1990); JMB Realty Trust (available November 19, 1990) ; Enerqy Assets International Cor~oration (available June 18, 1990); Federated Natural Resources

Corp. (available July 13, 1989); Newhall Investment Properties

(available September 21, 1988); ASI Communications. Inc. (available

March 12, 1987); Timber Realization CompanY (available June 15,

1987); Invest-Tex.. Inc. (available January 12, 1987) and Damson

Oil Corp. (available April 26, 1985).

with respect to registration under the 1934 Act, for the

reasons stated above, the Liquidating Trust would not be the issuer

of "equity securities" within the meaning of Section 12 (g) of the

1934 Act. In addition, there is no need for the Beneficiaries to

receive the extensive disclosure mandated by the 1934 Act because

(i) the Beneficial Interests will not be transferable, except under

the limited circumstances described above and (ii) its sole assets

will consist of cash and receivables and there will be no ongoing

business activities. Section 12 (h) of the 1934 Act allows the

Commission to exempt an issuer from sections 12 (g), 13, 14 or 15 (d) of the 1934 Act if due to tne "numer of public investors", the "amount of trading interest in the securities," or "the nature or

, .
FINK WEINBERGER p.c,

extent of the acti vi ties of the issuer," such action would not be

"inconsistent wi th the public interest or the protection of investors. " The Division of Corporation Finance has taken a no- action position on the issue of 1934 Act registration of liquidating entities, and has also taken a no-action position with

respect to 1934 Act reporting requirements, where, as in this case,

the holders of interests in the liquidating entity receive annual

:.., .~i,naricià,i, ~tatemeRt'S, 'and other :relev:a1't: informâti~n. : .see.;" Grubb ,& .;: . " ~ .":" Ellis'Realtv Income ~Trtis-t('''s1lp.r'a,; " GÒlPhiö 'Scanninq CorDora.t"îol;' :' supra; Lockwood Banc GrouD, Inc., supra; JM Realtv Trust, supra;

Enerqy Assets International CorDoration, supra; Federated Natural

Resources CorD., supra; Newhall Investment ProDerties, supra; ASI

communications, Inc., supra; Timber Realization ComDany, supra;

Invest-Tex.. Inc., supra; and Damson oil CorD., supra. .

In contrast to the reporting issuers described in the Grubb &

Ellis Realty Income Trust, JMB Realty Corp. and Timber Realization

Company no-action letters where the liquidating trusts continued to

own operating businesses on an ongoing basis and therefore the

staff required certain reports to be filed with the Commission, the

Liquidating Trust will have no ongoing business activities apart

from the responsibility of the Trustee to pay the debts and

obligations of the Partnership. Therefore, we believe the filing of

reports with the Commission is not warranted. This position was

accepted by the staff in the Graphic Scanninq Corporation no action

letter. However, as discussed above, the Liquidating Trust will provide the Beneficiaries annually with the audited financial statements. B. The Liquidating Trust need not qualify an indenture relating to the interests in the Liquidating Trust under the 1939

Act.
We believe that the Liquidating Trust should not be required

to qualify an indenture relating to the Beneficial Interests under

the 1939 Act because (i) for the reasons discussed above, the

Beneficial Interests in the Liquidating Trust are not securities

and, therefore, the 1939 Act is not applicable or (ii) even if the

Beneficial Interests are deemed securities, they would fall within

the exemption provided by Section 304 (a) (l) of the 1939 Act which

states that the provisions of the 1939 Act do not apply to "any

security other than (A) a note, bond, debenture, or evidence of

indebtedness, whether or not secured, or (B) a certificate of

interest or participation in any such note, bond, debenture, or

evidence of indebtedness..." The Benef icial Interests in the

Liquidating Trust represent only a right to receive a portion of

the assets held by the Liquidating Trust, and do not constitute a

note, bond, debenture, or evidence of indebtedness as such terms

are generally defined.

. .

The Division of Corporation Finance has repeatedly stated it

would not recommend enforcement action if a liquidating trust does

not qualify an indenture under the 1939 Act. See, Grubb & Ellis

Realty Income Trust, supra; Graphic Scanninq Corporation, supra;

Lockwood Banc Group. Inc., supra; JMB Realty Trust, supra; Enerqy

Assets International Cor~oration, supra; Federated Natural

Resources Corp., supra; Newhall Investment Properties, supra; ASI

, Communications. Inc., .supra; Timber 'Realization. Company, supra;

Invest-Tex.. Inc., supra; and Damson oil Corp., supra.

C. The Liquidating Trust need not register under thp 1940
Act.
The Liquidating Trust should not be required to register under the 1940 Act. Since the sole purpose of the Liquidating Trust will be to liquidate the trust assets, satisfy its liabilities and

distribute its remaining assets, followed by its immediate

termination, it should be exempt from the registration requirements

of the 1940 Act insofar as it is not pursuant to Section 3 (a) of

the 1940 Act "engaged primarily . . . in the business of investing,

reinvesting, holding or trading in securities" nor "engaged in the

business of . . . owning, holding, or trading in securities . . .

" Even if the Liquidating Trust is held to be an investment

company for the purposes of Section 3 (a) of the 1940 Act, Sections

7 (a) and (b) of the 1940 Act, which prohibit an investment company

from transacting business in ìnterstate commerce or offering to the

public securities, unless the investment company is registered

under the 1940 Act, are specifically not applicable to transactions

of an investment company which are merely incidental to its

dissolution. See, Grubb & Ellis Realty Income Trust, supra;

Graphic Scanning Corporation, supra; Lockwood Banc Group. Inc., supra; JMB Realty Trust, supra; Enerqy Assets International Corporation, supra; Federated Natural Resources Corp., supra; Newhall Investment Properties, supra; ASI Communications. Inc.,

supra; Timber Realization Company, supra; Invest-Tex.. Inc., supra;

and Damson oil Corp., supra.

III. CONCLUSION

We respectfully request that the staff of the Division of

Corporation Finance and the Division of Investment Management

confirm to us that they will not recommend the Commission to take

action against the Partnership or the Trustee if they form the

Liquidating Trust and otherwise act as herein described. If for

any reason you do not concur in any of the views expressed above,

we respectfully request the opportunity to discuss the matter with

you before you issue any written response.

.. (-II ,.
.

It is presently intended that the Partnership be dissolved on

or before December 31, 1992 so that it will not have to incur the

cost of preparing tax returns for the Partnership for 1993.

Therefore, it is respectfully requested that we receive

confirmation of our request by December 15, 1992.

If you have any questions or require any further information regarding this request, please call the undersigned at (212) 916 9784 or Elaine Moshe at (212) 916-9738. Pursuant to Release No. 6269 under the 1933 Act, seven additional copies of this letter are enclosed. Very truly yours,

FINK WEINBERGER p. c.
By: /5/
Farrell c. Glasser

.;
. .,

FINK WEINBERGER p.C.
(FINK, WEBERGER, FRDMA, BERM, LOWE & FEST, P,q

WRTE'S DIRECT DIA (212) 916. 9784
420 LEGTON AVE. NE YORK NE YORK 10170

lEHONE: (212) 949.8000 FAX: (212) 370-1367 TE: 6971695

January 14, 1993

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VIA FEDERA EXPRESS MAIL STOP 3-13
Securities and Exchange Commission

Division of Corporation Finance

450 Fifth street, N.W.

Washington, D.C. 20549

Attention: Meredith Cross

Chief Counsel

Re: Oppenheimer Landmrk properties (the "partnership") No Action Letter Reqúest

filed Novemer 17, 1992

File No. 0-7759

Dear Ms. Cross:
This letter is being submitted to your office in response

to certain questions you have raised with Elaine Moshe of this Firm

concerning the referenced no action request (the "No-Action

Request"). The def ined terms used herein have the same meanings as

those used in the No-Action Request.

The No-Action Request describes a plan by which there would be established a liquidating trust to be known as Oppenheimer Landmark Properties Liquidating Tru.st (the "Liquidating Trust") which is intended to be the recipient of the remaining assets of the Partnership consisting of cash and recei vables. The Liquidating Trust would have no on-going business activities; its

sole purpose would be to provide for the orderly liquidation of the

remaining assets of the Partnership by paying liabilities and/or

obligations of the Partnership and making distributions of the

remaining assets to the Beneficiaries. In that regard, it is the

present intention of the Trustee to make annual distributions to

the Beneficiaries. The Trustee believes that the first annual

distribution will be approximately $150,000.

Fl WEER p.c., Aamq-l. 11 MATI AVE ZlMMGAS 16 56 NOR1l BOAR .17 EL sn 811 aJON AVE WHITE PUJNS, NE YORK 106 80 ZUCH, SWI GRET NECK NE YORK 11021 Al, NE YORK 1227 aJON, NE JE 07013 (914) 682-7700 ('tll) 261 15 55 (516) 482-6511 ('18) 432.781 (201) 614-833 FAlt (914) 682-858 FAX. (411) 261 15 11 FAX. (516) 482-6318 FAX: ('18) 't32-'t267 FAX. (201) 61't-0

.I ..
, r

FINK WEINBERGER p:c,
Securities and Exchange Commission

January 14 ,1993
Page Two

As part of the relief sought in the No Action Request it

was requested that the Liquidating Trust not be subject to the

reporting requirements of the Securities Exchange Act of 1934.

However, in view of the staff i s comments, the Trustee would agree

to file reports on Form 8-K and 10-K but requests for the reasons

described below, that it not be required to file reports on Form

10-Q.
The Liquidating Trust will have no on-going business

activities, its sole activities being to (i) receive interest

income resulting from the investment of the Liquidating Trust's

assets in short term certificates of deposit, short term cash

equivalent mutual funds and/or money market accounts; and (ii) pay

any liabilities and/or obligations of the Partnership and the administrati ve expenses of the Liquidating Trust. Because of the limited activities in which the Liquidating Trust will engage and

because it will be required to file reports on Form 8-X and 10-K we

do not believe a requirement to file reports on Form 10-Q would

provide any additional meaningful disclosure regarding the

financial condition of the Liquidating Trust. Further, we believe

that the cost of preparing such reports would be an unnecessary

expendi ture ~ .

We hope this responds to your questions and request

confirmation of our request at your earliest convenience.

Very truly yours,

FINK WEINBE GER p. c.
By: . xL
Farrell C. Glasser

FCG/rj cc: Richard Jackson, Esq,

Off ice of Chief Counsel

Division of Investment Management

j ~ ;r

. .
(FIK, WENBERGER, FRMA, BER, LOWE & FESTElM, P.C)

420 LEGTON AVE NE YORK NE YORK 10170

1EHONE: (212) 949-800 FAX: (212) 370-1367 TE: 6971695 9784 WRTER'S DIRECT DIA (212) 916, February 23, 1993 o . (" :; V' 0 -. ~'P ~ OO?3

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VIA FEDERA EXPRESS MAIL STOP 3-3 '" ~~Pi ¡; õ::~ :l ~~ Securities and Exchange Commission ~ ~("o Division of Corporation Finance ~ :. 0 --- pP.. . .- ~ 7C

Chief Counsel's Office I
450 Fifth Street, N.W. c.~ ¡ g%

Washington, D.C. 20549

Attn: Anne M. Krauskopf, Examiner

Re: Oppenheimer Landmark properties (the "partnership") No-Action Letter Request filed Novemer 17, 1992 as

Supplemented by Letter dated January

14, 1993

File No. 0-7759

Dear Ms. Krauskopf:
This letter is in response to our telephone conversation

of January 2l, 1992 in which you asked for certain clarification

concerning the referenced no-action request (the "No-Action

Request"). The def ined terms used herein have the same meanings as

those used in the No-Action Request.

Pursuant to our discussions with the staff we hereby

withdraw our request for a no action position with regard to the

registration requirements of the Securities Act of 1933, as amended

(the "1933 Act") as they relate to the issuance of Beneficial

Interests in the Liquidating Trust to the Managing General Partner

and the Limited Partners. We hereby modify our request for a no

action position with regard to the registration requirements of the

Securities Exchange Act of 1934, as amended (the "1934 Act"). In

that regard, the Liquidating Trust as successor in interest to the

Partnership requests relief from the requirement that it file

reports with the Commission on Form 10-Q.

fI WEERGE p.c. Aamc-l
11 MATI AVE ZlGA 16 56 NO iiAR 17. El ST 811 CJ AVE

WH PI NE YORK 106 80 ll 5W GRT NE NE YOR 11021 AL, NE YOR 1227 CU NE JE 0713

(91") 682-7700 ("11) 261 15 55 (516) -t-6511 (518) "32-7&l (21) 61-l33 FAX (9l-) 68"*58 FAX ("11) 261 15 11 FAX (516) -l:z318 FAX: (518) ..32..267 FAX (21) 61..-4

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.
FINK WEINBERGER p.c, and Exchange Commission

February 23, 1993

Page Two

Securities
For the reasons discussed in our letter to you dated

January 14, 1993, we believe that compliance with the Form 10-Q

reporting requirement will be an unnecessary expense for the

Liquidating Trust. The Liquidating Trust will agree to file with

the Commission reports on Forms 8-K and 10-K. In that regard, in

addition to the events set forth in items 1 through 4 of Form 8-K,

the Liquidating Trust will agree to file such reports: (i) at such

time as it shall make any distribution of its assets to the

Beneficiaries; (ii) at such time as a claim is asserted by any

person or entity involving the Liquidating Trust; (iii) at such

time as a fee to the Trustee or a material expense is paid; and

(iv) at such time as a material event shall occur which event has

not previously been disclosed on Forms 8-K or 10-K.

If you have any questions or comments on the foregoing or

require any additional information, please feel free to call the

undersigned at the above number.

1 Y YO#",
F rrell C. Glasser

~tf
Member of the Firm

FCGlrj cc: Richard Jackson, Esq,

Off ice of Chief Counsel

Di vision of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549