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To: James Thai who wrote (1112)	12/4/1998 2:23:00 PM
From: Labrador	Respond to of 1634

spinoff -- read the documents

To: James Thai who wrote (1112)	12/4/1998 3:06:00 PM
From: Clarksterh	Respond to of 1634

Yes they are giving them away as if they were a splitting of the stock: sec.gov RISK OF NONCOMPLETION OF A TAX-FREE DISTRIBUTION The Parent has announced that, subject to certain conditions, following the Offering, the Parent intends to distribute to its stockholders in 1999 all of the Common Stock owned by the Parent. See "Separation from the Parent--Conditions to the Distribution" and "Certain Transactions--Separation and Distribution Agreement." The Company has received an opinion letter from PricewaterhouseCoopers LLP(the "PwC Opinion") to the effect that the Distribution will qualify as a tax-free distribution for federal income tax purposes under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Distribution is conditional upon obtaining such an opinion letter in form and substance satisfactory to the Parent and confirmation of such opinion at the time of Distribution. The Parent may also decide, in its sole discretion, to seek a private letter ruling from the Internal Revenue Service ("IRS") in form and substance satisfactory to the Parent (the "Letter Ruling") consistent with the conclusions reached in the PwC Opinion. In that case, the Distribution would also be conditioned upon receipt of the Letter Ruling. The Parent intends to take all necessary steps to complete such a tax-free distribution after obtaining the PwC Opinion and the Letter Ruling, as applicable, but in no event will the Distribution occur prior to 180 days after consummation of the Offering. Clark