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To: abram holt who wrote (40518)	3/22/1998 9:39:00 PM
From: nghi vu	Respond to of 61433

my guess on pooling I think when 2 companies merge and combine their assets using the pooling methods, they cannot use their new stock to acquire others. they can still acquire but it must be cash, they cannot issue new share either. From my old day as an accountant student. Feel free to correct me if I am wrong

To: abram holt who wrote (40518)	3/22/1998 10:02:00 PM
From: polarisnh	Respond to of 61433

abram, I believe it has to do with the AT&T split up into AT&T, NCR and Lucent. There is a law that disallows a recently spun off company from using the 'Pooling of Interest' rules that allow tax-free mergers for an 18-month period after they become a separate company. It is my understanding that Lucent will cross that 18-month threshold in October, 1998. This doesn't prevent a cash acquistion which accounts for Livingston and a few other smaller companies that Lucent purchased. I hope this helps. Cheers, Steve