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To: E_K_S who wrote (15002)	3/29/1999 2:30:00 PM
From: JDN	of 64865

Dear Eric: A novel idea, but I am reasonably (not completely) sure that it would NOT BE a tax free exchange. I say this because a debt issue is a different asset than an equity issue, thus not a like kind exchange. The convertible aspect is the only part I am unsure of but even there EVEN if it were a tax free exchange a value would likely have to be assigned the convertible aspect of it and the balance taxable. All in all, I suppose the headaches and tax issue might be why I have never heard of this before. JDN

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