SEC Division of Investment Management staff letter: Shoreline Fund, L.P.

I" i APR 1994 paii Our Ref. No. 94-37-CC

RESPONSE OF THE OFFICE OF CHIEF COUNSEL Shoreline Fund, L.P.

DIVISION OF INVESTMENT MAAGEMENT File No. 132-3

By letter dated January 20, 1994, you request our assurance

that we would not recommend any enforcement action to the

Commission if neither Shoreline Fund, L.P. ("Shoreline") nor

Condor Fund International, Inc. ("Condor") registers under the

Investment Company Act of 1940 ("1940 Act") in reliance on

Section 3 (c) (1) of the 1940 Act.

Shoreline, a United States-based limited partnership that

invests in securities, offers its shares exclusively to U.S.

residents who are subject to federal income taxation ("taxable

investors") . Shoreline has conducted and will continue to

conduct its securities offering as a private placement in

compliance with Rule 506 of Regulation 0 under the Securities Act

of 1933 ("Securities Act..). Shoreline currently has 61 limited

partners.
Condor is a Cayman Islands corporation that currently has no

U.S. investors. Condor proposes to offer its common stock in the U. S. exclusi vely to institutions and retirement vehicles that typically are not subject to federal income taxation ("exempt

investors") . Condor also will conduct its securities offering as

a private placement in compliance with Rule 506 of Regulation 0

under the Securities Act.

Proceeds from sales of Condor's common stock are invested in

Condor International Partnership, L.P. ("Condor L.P."). The same

two individuals have primary responsibility for investment

decisions made on behalf of Shoreline, Condor, and Condor L.P.

The investment strategies and securities portfolios of Shoreline

and Condor L.P. are substantially identical.

You ask whether Shoreline's and Condor's offerings should be

integrated for the purpose of complying with the one hundred

investor limitation set forth in Section 3 (c) (1). ii The staff

considers several factors in determining whether integration is

appropriate, and generally will require integration if a

~i Investors in Condor L.P. may invest either directly, by

becoming limited partners of Condor L.P., or through the

purchase of Condor's common shares. You state that no more

than one hundred U. S. residents will be permitted to invest

in Condor and Condor L.P., collectively. Similarly, no more

than one hundred U.S. residents will be permitted to invest

in Shoreline and Condor L.P., collectively. Accordingly,

you rai~e no question as to whether the offerings of Condor

and Condor L.P., or the offerings of Shoreline and Condor

L. P , should be integrated.

,. reasonable purchaser would view an interest in one offering as

not materially different from another. ~I To assess whether the

offerings are materially different, the staff has often focused

on the distinguishing characteristics of the funds' investments

and investment strategies. In addition to comparing the funds'

portfolios, however, the staff also has considered whether two

offerings are intended for two distinct groups of investors. ¿I

In particular, the staff has recognized that investment funds can

differ in structure and operation for legitimate business

reasons, such as the tax status of targeted investors, and that

investments in such / funds can therefore be materially different

even where the investment objectives, portfolio securities and

portfolio risk/return characteristics are similar. ~I

You state that Condor and Shoreline offer materially

different investment opportunities because of the fundamental

differences in the taxation of an investment in an offshore

corporation such as Condor versus a domestic limited partnership such as Shoreline. Specifically, you state that U.S. tax law contains significant disincentives to investments by taxable

ÂI See,~, Pasadena Investment Trust (pub. avail. Jan. 22,

1993) ("Pasadena"); Equitable Capital Management Corp. (pub.

avail. Jan. 6, 1992).

¿I See,~, Rogers, Casey & Associates, Inc. (pub. avail. June 16, 1989). The staff will not consider two offerings

to be separate, however, where investor distinctions are

artificial, arbitrary or immaterial. ~ PBT Covered Option

Fund (pub. avaiL. Feb. 17, 1979) ("The legislative history of Section 3 (c) (1) evidences a serious concern with technical avoidance of the 1940 Act's jurisdiction.") ~

also Section 48 (a) of the 1940 Act (prohibiting a person

from doing indirectly any activity that could not be done directly) . 41 See Pasadena (staff declined, for purposes of Section 7 (d) of the 1940 Act, to require integration of the offerings of

two funds with identical portfolios because differing tax

laws created materially different investment opportunities

for foreign and U.S. investors); Oppenheimer Arbitrage

Partners, L.P. (pub. avail. Dec. 26, 1985) (staff found that

two partnerships with the same general partner and

investment objectives were designed for distinctly different

groups of investors (taxable and tax-exempt) and therefore

should not be integrated); see ~ L. Marvin Moorhead (pub.

avail. Jul. 4, 1975) (staff permitted two similar funds, one

designed for taxable investors, the other for tax-exempt

invpstors, to rely on Section 3 (c) (1) because the funds

adopted somewhat different investment strategies to

accommodate their needs).

• 2

"
& investors in offshore corporations. For example, if certain

elections are not made, a taxable investor that sells Condor's

shares must pay federal income taxes based on the fund's realized

and .unrealized capital gains. 2/ These tax laws would not apply

to an exempt investor that invests in an offshore corporation.

Conversely, a u.s. exempt investor that invested in Shoreline

would suffer significant tax consequences. The exempt investor

would be required to recognize unrelated business taxable income

("UBTI") with respect to profits generated by Shoreline's margin

trades. A taxable investor would not be subject to the UBTI

rules. 6/

We are satisfied that the tax treatment of investments in

offshore ~orporations as compared to domestic limited

partnerships create materially different investments for taxable

and exempt investors. Accordingly, based on the facts and

representations in your letter, we would not recommend that the

Commission take any enforcement action against Shoreline or

Condor if they do not integrate their offerings for purposes of

determining whether they may rely on Section 3 (c) (1). The staff, on a numer of occasions, has expres:3ed its views

with respect to whether the offerings of two or more investment

vehicles should be integrated for purposes of determining whether

they are subject to registration and regulation under the 1940

Act. Having stated our views, we will no longer respond to

letters in this area unless they present novel or unusual issues.

Ûh HI:; Pi ~iR _
InV;~~ayne
Attorney
2/ Even if an appropriate election is made that would allow

taxation based on only realized gains, a taxable investor

may not use losses realized by the offshore fund to offset

gains from other investments. This, too, creates a

significant disincentive for a taxable investor to invest in

Condor.
~I Differences in tax treatment may also affect future portfolio investment decisions. For example, Shoreline may

sell portfolio securities to realize gains or losses for tax

purposes, while corresponding sales from Condor L.P. '8 portfolio may not be conbidered necessary because tax gains

and losses will not pass through to Condor's shareholders.

• 3

'~ r

BRANCH, PIKE & GANZ

ATTORNEYS AND COUNSELORS AT LAW
FIFTEENTH FLOOR, TWO MIDTOWN PLAZA 1360 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 3030e-3209

TELEPHONE 404. ses.sooo

FACSIMILE 404'888-8002

GILERT H. DAVIS "'LULU'S DIR Dw. PARTNR January 20, 1994 40 . ., . 1m ..-o¿ T(lO 1940 -- Section ~ (Cr(11'-~'"':: "'--T- IuvÐsti:onL Company Act of

VIA FEDERAL EXPRESS ;3aci1on ,'"
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Office of the Chief Counsel dDl~ . ..~ '-1 Division of Investment Managemèntt1c'

Securities and Exchange Commissiotbhll fty :~~"'-"\ 450 Fifth street, N.W. '-~--.. ~- / )- :S.!::L Washington, D. C. 20549-1004 ~~"'.;:.~.." Attention: Thomas S. Harman, Esq.

Re: Shoreline Fund, L.P. and Condor Fund International, Inc.

Ladies and Gentlemen:

On behalf of Shoreline Fund, L.P., a California limited partnership ("Shoreline"), and Condor Fund International, Inc., a

company incorporated under the laws of the Cayman Islands

("Condor"), we request confirmation that the staff of the Division

of Investment Management (the "Staff") of the Securities and

Exchange Commission (tJ;e "Commission") will not recommend

enforcement action against Shoreline or Condor (collectively, the

"Funds") if each Fund admits as investors no more one hundred (100)

United States residents without registering under the Investment

Company Act of 1940 (the "Act") in reliance on the exclusion from

the definition of "investment company" in Section 3 (c) (1) of the

Act. Specifically, we seek confirmation that the Funds will not be

integrated in determining the number of persons deemed to be

investors in each Fund.

I. Backaround

Shoreline is a California limited partnership organized on

April 1, 1992 for the purpose of maximizing investment returns by

investing funds contributed by its partners. The general partners

of Shoreline are David A. Davidson, Clark M. Lehman, SC Management,

Inc., a California corporation controlled by Messrs. Davidson and Lehman, and Shoreline Capital Management, a California general partnership of which Mr. Davidson and Mr. Lehman are the general

partners. The general partners of Shoreline have sole

responsibility for management of Shoreline's investments.

.

Shoreline invests in, holds, sells (both short and long),

trades (on margin and otherwise) and otherwise deals in securities

and other intangible investment instruments consisting principally,

but not solely, of stocks, bonds, notes, options, warrants, rights

and other securities and instruments that are actively traded in

(or are investment vehicles that own securities that are actively

traded in) public markets.

Shorel ine · s funds (other than those required for immediate operating expenses) may be invested fully in securities and other

investment instruments, may be held fully in cash or cash

equivalents, may be partially invested and partially held in cash,

or may be fully or partly committed to short positions in

securities and similar positions in other investment instruments,

as its general partners believe the circumstances warrant.

The offering of Shoreline' s limited partnership interests is

being made as a private placement in compliance with Rule 506 of

Regulation D under the Securities Act of 1933. Investment in

Shoreline is limited to sophisticated persons and entities that

II as defined in Regulation D. qualify as "accredi ted investors

Investors must also have adequate means of providing for their

needs and contingencies without relying on withdrawals from

Shoreline, be financially able to maintain their investment and be

able to afford a loss of a substantial part of their investment.

As of the date of this letter, Shoreline had 61 limited partners,

all of whom were residents of the United States.

Condor is a company incorporated under the laws of the Cayman

Islands on July 30, 1993. Condor' s principal and registered office

is located at Cayside Galleries, Harbour Drive, George Town, Grand

Cayman, British West Indies. Its investment manager is Condor

Partners, a general partnership organized under the laws of the

State of Georgia, of which J.O. PATTERSON & CO., Craig F. Magher

and SC Management, Inc. are the general partners. Condor' s

administrator is MeesPierson (Cayman Limited). As of the date of

this letter, Condor had three shareholders, none of whom were

residents of the United States.

Proceeds from sales of common shares of Condor are invested in

a limited partnership formed under the laws of the Cayman ISlands,

Condor International Partnership, L.P. ("Condor L.P. "). Condor and

Condor Partners serve as the general partners of Condor L.P.

Messrs. Davidson and Clark, by virtue of the agreements

establishing Condor Partners and Crndor L. P., have primary

responsibility for t.he investment decisions made on behalf of

Condor L.P. The investment strategies of Shoreline and Condor L.P.

are essentially identical. The securities portfolios and positions

taken by Shoreline and Condor L. P. have also been substantially

; BRANCH, PIKE Be GANZ

identical since the organization of Condor L. P. other than as

regards their size.

Investors in Condor L. P. may invest either directly, by

becoming limited partners of'Condor L.P., or through the purchase

of Condor' s common shares. Condor' s common shares and 1 imi ted partnership interests in Condor L.P. are currently being offered

only to experienced and sophisticated investors who are neither

ci tizens nor residents of the United states nor members of the

public in the Cayman Islands. As of the date of this letter, the

only limited partner investors in Condor L.P. were seven affiliates

of the general partners and members of their families who are

citizens or residents of the United states. No additional United

States residents will be permitted to become limited partners of

Condor L.P.
Condor operates in a manner designed to ensure that it will not be considered a llcontrolled foreign corporation" under the Internal Revenue Code of 1986, as amended (the llIRCll), and to ensure that it will not be deemed to be engaged in a trade or

business in the United states. Pursuant to well established

precedent and IRC regulations, a fund will not be deemed to be

engaged in aU. s. trade or business if all or substantially all of

its corporate and financial affairs and dealings with its stockholders are carried on outside the United States. As a result, pursuant to IRC Regulations Section 1.864-2 (c) (2) (iii), substantially all of the following activities of Condor will be and

must be conducted outside of the United States:

1. Communicating with its shareholders (including the

furnishing of financial reports);

2. Communicating with the general public;

3. Soliciting sales of its own stock;

4. Accepting subscriptions of new stockholders;

5. Maintaining its principal corporate records and books of

accounts;
6. Auditing its books of accounts;

7. Disbursing payments of dividends, legal fees, accounting
   fees and officers' and directors' r,alaries;
8. Publishing or furnishing the offering and redemption

price of the shares of stock issued by it;

9. Conducting meetings of its shareholders and board of
   directors:
10. Making redemptions of its own stock.

Each of Shorel ine and Condor is a separate legal entity and is

administered separately. Each maintains its own books and records,

and is separately audited. Credi tors of one do not have a cli\Ïm on

the assets of the other, and no investor in Shoreline or Condor has

a right to share in the profits or assets of the other.

XI. Proposed structure

The general partners of Shoreline propose to limit the offering of Shoreline i s limited partnership interests exclusively to residents of the United States that are subj ect to federal income tax ("U.S. Taxable Investors") under the Code, and to

prohibit investment in Shoreline by United States resident non￾profit corporations, private foundations, pension and profit sharing plans and other chari table institutions and retirement vehicles that are not normally subject to federal income taxation

under the Code ("U. S. Exempt Investors"). Condor proposes to offer

its common shares in the United States exclusively to U.S. Exempt

Investors that qualify as accredited investors. The offering would

be conducted as a private placement complying with Rule 506 of Regulation D. No U.S. Taxable Investors would be permitted to purchase Condor common shares. The combined number of United

States residents investing in Shoreline and Condor L. P. would be

limited to 100 and the combined number of United States residents

investing in Condor and Condor L. P. would be 1 imi ted to 100. The proposed structure is based on the fundamental differences

in the taxation of an investment by aU. S. Taxable Investor or U. S.

Exempt Investor in an offshore corporation such as Condor versus a

domestic limited partnership such as Shoreline. A U.S. Exempt

Investor who invested in Shoreline would be required to recognize

"unrelated business taxable income" with respect to profits

generated by Shoreline's margin trades. In contrast, a U.S. Exempt

Investor who purchased common shares of Condor would not be

required to recognize unrelated business taxable income with

respect to margin trading conducted by Condor L.P. The amount of

unrelated business taxable income that would be recognized by a

U.S. Exempt Investor investing in Shoreline would vary depending on

the gains realized by Shoreline during a particular period and the

extent to which Shoreline i s general partners have purchased

securities on margin during that period. By way of illustration,

Shoreline's accountants have calculated that 29.7% of Shoreline's

realized capital gains during the first ten months of 1993 were

attributable to margin positions and would be considered unrelated

Off ice of the Chief Counsel

business taxable income, while approximately 17% of Shoreline's

other income (relatively small amounts of interest and dividends)

would be considered unrelated business taxable income.

United States tax law also contains significant disincentives

to investment by U. S. Taxable Investors in offshore corporate funds

such as Condor. If certain elections are not made, for example, a

U. S. Taxable Investor who sells a foreign investment company's

shares must pay federal income taxes plus interest charges based on

their annualized proportionate share of a foreign investment

company's realized and unrealized capital gains, even though the

larger portion of gains are not likely to have been realized until

later in the u.s. Taxable Investor's holding period. Even if an

appropriate election can be made that allows current taxation only

on realized gains, a u.s. Taxable Investor may not use losses

realized by the offshore corporate fund to offset gains from other

investments. Offshore corporate funds must also pay a 30%

withholding tax on u.s. source dividends, with no corresponding credi t for U. S. Taxable Investors in those funds. In contrast, a U. S. Taxable Investor would generally be required to pay federal income taxes on a current basis only with respect to realized gains

generated by Shorel ine and would also be permitted to use any

Shoreline losses to offset other realized gains. Shoreline is also

not subject to the 30% withholding tax on U.S. source dividends

paid to it.

As a result of these differences in tax treatment, an

investment in Shoreline versus Condor would result in significantly

different tax consequences and after-tax investment returns for

both U. S. Taxable and U. S. Exempt Investors, notwithstanding that

Shorel ine and Condor share the same investment obj ecti ves and substantially identical portfolios. Differences in tax treatment

are also likely to affect future portfolio investment decisions. For instance, Shoreline's general partners may sell portfolio securities to realize gains or losses for tax purposes, while

corresponding sales from Condor L. P. 's portfolio may not be

considered necessary because tax gains and losses will not pass

through to Condor shareholders or matter to many of Condor L. P. 's non-United States resident limited partners. As a result, we

believe that any reasonable United States investor eligible to

invest in both Funds would view the investments as materially different.
III. Discussion of Section 3 (c) (1) and Intearation
section 3 (c) (1) of the Act provides in pertinent part:
.. (N)one of the following persons is an investment company within the meaning of this title: (1) Any issuer whose

outstanding securities (other than short-term paper) are

beneficially owned by not more than one hundred persons

and which is not making and does not presently propose to

make a public offering of its securities. n

Accordingly, an issuer must meet a two-part test to qualify for an exemption under Section 3 (c) (1):
(1) The outstanding securities of the issuer must be beneficially owned by not more than 100 persons (the "beneficial

ownership test"): and

(2) The issuer must not be making, and must not propose to make, a public offering of its securities. The Staff has on many

occasions indicated that an offering conducted in accordance with Rule 146 (formerly), Regulation 0 (at present) or Section 4 (2) of the Securities Act of 1933 will be deemed to meet the public

offering test of Section 3(c)(1) of the Act. See, e.g., C&S

Investment Funds (publicly available July 18, 1977). Since the

offering of interests in Shoreline is presently being conducted,

and the offering of the common shares of Condor would be conducted,

in accordance with the requirements of Rule 506 or Section 4 (2) of the Securities Act of 1933, we believe that the public offering test under Section 3 (c) (1) of the Act will be met by each of Shorel ine and Condor.

The issue of integration is raised, however, with respect to

the beneficial ownership test. As recently stated by the Staff:

The staff considers several factors in determining

whether integration is appropriate, and generally will

require integration if a reasonable purchaser qualified

to invest in both offerings would view an interest in one

offering as not materially different from another.

(Citing Eauitable CaDital Manaqement COrD. (publicly

available January 6, 1992): PBT Covered Option Fund

(publicly available February 17, 1979) ("PBTll).) In making this determination, the staff will consider

whether the enti ties share the same investment objectives, investment portfolios, and portfolio risk/return characteristics. (Citing id.) The staff

also may consider whether two funds are intended for two

distinct groups of investors. (Citing Roqers. Casey &

Associates. Inc. (publicly available June 16, 1989).)

Pasadena Investment Trust (publicly available January 22, 1993).

The Staff went on to note, however, that in examining whether

funds are intended for two distinct groups of investors, "we will

not consider two offerings to be separate where investor

distinctions are artificial, arbitrary or immaterial." Id., citing

PBT.
Applying these standards, the Staff has looked to a variety of

factors to determine whether investments in different investment

funds are, in reality, materially different from the standpoint of

a reasonable investor. While the Staff has often focused on

distinguishing characteristics of the funds' investments and

investment strategies -- similarity of investment objectives,

portfolio securities and portfolio risk/return ~haracteristics __

the Staff has also considered the characteristics of the funds

themsel ves insofar as these materially affect a reasonable

investor's view of the investment. Particularly in the more recent

letters, the Staff has recognized that investment funds can differ

in structure and operation for legitimate business reasons, such as

the tax status of targeted investors, and that investments in such

funds can therefore be materially different even where the investment objectives, portfolio securities and portfolio risk/return characteristics of the funds are similar.

Where two or more funds are intended for the same class of

investors and have similar structural and operational

characteristics, the Staff has generally concentrated on

differences in investment objectives, portfolio composition and

expected levels of risk land return on investment in evaluating

differences between the funds. In Meadow Lane Associates. L.P.

(publicly available May 24, 1989), for example, integration was not

required where two funds were targeted at the same types of

investors and had similar structural and operational

characteristics, but had different investment objectives (long-term growth versus special situations) , portfolio securities and risk/reward characteristics. However, in cases where funds were

structured to accommodate particular tax and other requirements of

different classes of investors, those differences figured

prominently in the integration analysis. In Oppenheimer Arbi traae

Partners. L. P. (publicly available December 26, 1985), the Staff found that two partnerships that were designed for distinctly different groups of investors (taxable versus tax-exempt) should not be integrated, even though both funds shared a common investment objective of investing in risk arbitrage transactions. In that situation, the fact that one fund was precluded from using strategies that could result in unrelated business taxable income to its tax-exempt limited partners was a critical distinction between the funds. Similarly, in L. Marvin Moorhead (publicly available July 4, 1975), the Staff found that integration of two funds was inappropriate where the fund designed for tax-exempt investors adopted somewhat .different investment strategies to accommodate their needs. Indeed, in at least one letter, the fact .

.,

that the funds in issue were designed "for one group of investors

with similar investment profiles" was one of the principal reasons that integration was required, and the Staff specifically distinguished the Oppenheimer letter in that regard. Frontier

CaDi tal Management Companv. Inc. (publicly available July 13,

1988) . See also Lemke and Lins, "Private Investment Companies

under Section 3 (c) (1) of the Investment Company Act of 1940," 44 Bus. Law. 401, 427 ("£I)ntegration should not apply if the interests in one section 3 (c) (1) company are offered in the tax-

qualified market and interest in the other are offered in the non￾tax-qualified market. ").

Most recently, the Staff concluded that two funds should not

be integrated even though they were to have identical investment

portfolios, where the differences between them resulted from

differences in the targeted investors. In Pasadena Investment

Trust (publicly available January 22, 1993), the Staff concluded

that integration between a domestic fund and foreign II feeder" fund

was inappropriate even though the two funds were to have identical

portfolios, investment strategies and risk/return characteristics

(since the feeder fund could only invest in the domestic fund).

Because the foreign fund would be operated in a manner that

reflected the particular tax requirements of a non-U. S. investors

and the regulatory requirements of the foreign jurisdiction in

which the feeder fund must be formed, reasonable investors would

differentiate between them based upon their own tax status. Thus,

the offshore fund could not possibly be considered the equivalent

of a concurrently offered domestic investment fund, even though the

funds invested in identical securities.

In these and other instances, the Staff has examined

investment funds both from the standpoint of their structure and

operational characteristics designed to accommodate the needs of

the particular investors targeted, and from the standpoint of the

funds' investments. Where the differences in either of these two

general areas were considered material to a reasonable investor and

reflected legitimate business concerns, the Staff concluded that

integration was not warranted. Where the differences were either

insubstantial or artificially imposed by the sponsor in order to

avoid registration, the Staff concluded that ostensibly separate

funds should be integrated. See, e.g., Monument CaDital

Management. Inc. (publicly available July 12, 1990) and Rogers.

Casey & Associates. Inc. (publicly available June 16,1989).

Recently, in Equitable Capital Management CorDoration (January

6, 1992), the Staff also reaffirmed the relevance of the general

principles of integration set forth in Securities Act Release No.

4552, including whether the offerings (i) are part of the same plan

of financing, (ii) involve the issuance of the same class of

security, (iii) take place at the same time, (iv) require the same

type of consideration, and (v) are made for the same general

purpose. There, the Staff concluded that integration was not

warranted, presumably because the "custom crafted" nature of the

several funds demonstrated that the offerings were not really part

of the same plan of financing, even though the funds were sold at roughly the same time and had similar investment objectives, portfolio securities and, to some degree, risk/reward

characteristics. The offering of shares in Condor, a Cayman Islands corporation, and of limited partnership interests in Shoreline, a California limited partnership, have similarly been

crafted to accommodate fundamentally differing tax characteristics

of two distinct groups of potential investors. As a result, the

two offerings clearly do not involve the same class of securities

and involve separate plans of financing.
iv. Conclusion and Reauest

Given the material differences between Shoreline and Condor,

it is clear that a prospective investor qualified to invest in both

Shoreline and Condor would view an investment in Shoreline to be

materially different from an investment in Condor. Therefore, it

is our opinion that Shoreline and Condor should not be integrated for purposes of Section 3 (c) (1) and that each of Shoreline and Condor should be permitted to offer and sell its securities to not

more than 100 United States residents as described above without

registration as an investment company under the Act, all in reliance on Section 3 (c) (1) . We respectfully request that the Staff concur in this opinion and assure us that it will not

recommend that the Commission take .any action if Shoreline and

Condor operate in the manner described above. Should the Staff not

concur with our opinion or be willing to take the position

requested, we respectfully ask that you contact the undersigned so

that we may have the opportunity to discuss this matter further.

Should you have any question regarding this request, please do

not hesitate to contact the undersigned of this office at

(404) 898-8197.

Sincerely,
BRACH, PIKE & GANZ

By: C, '1~.¡ ~Ýf:'
Gilbert H. Davis
~~~\shorel ine\no-8ction.l t1