Wednesday, November 01, 2006 5:28:56 PM
Detail explaination of each item can be found at this link: http://www.sec.gov/interps/legal/slbcf4.txt
A. The Subsidiary Does Not Have to Register the Spin-Off if Five Conditions are Met
It is the Division's view that the subsidiary does not have to register a spin-off under the Securities Act when:
* the parent shareholders do not provide consideration for the spun-off shares;
* the spin-off is pro-rata to the parent shareholders;
* the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets;
* the parent has a valid business purpose for the spin-off; and
* if the parent spins-off "restricted securities," it has held those securities for at least two years.
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