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HomeMy WebLinkAboutR-92-0076El J-92-105 1/30/92 1� c RESOLUTION NO. A RESOLUTION RATIFYING AND APPROVING THE ENGAGEMENT OF THE LAW FIRM OF WEISS, SEROTA & HELFMAN, P.A., TO SERVE AS COUNSEL BEFORE THE STATE OF FLORIDA DEPARTMENT OF REVENUE FOR ADMINISTRATIVE PROCEEDINGS IN CONNECTION WITH SALES AND USE TAX AUDIT NO. 9105311575, WITH THE FEE FOR SAID SERVICES NOT TO EXCEED $8,500.00; ALLOCATING FUNDS THEREFOR FROM THE CITY OF MIAMI'S SELF-INSURANCE AND INSURANCE TRUST FUND. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Attorney's engagement of the law firm of Weiss, Serota & Helfman, P.A., to serve as counsel before the State of Florida Department of Revenue in administrative proceedings in connection with Sales and Use Tax Audit No. 9105311575, is hereby ratified and approved, with the fee for said services not to exceed $8,500.00, said funds therefor hereby allocated from the City of Miami's Self -Insurance and Insurance Trust Fund. frilly COM"IESSION NIEE'1`i `4i Z OF BCSOLMOM No. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 13th day of February , 1992. XAVIER L. JUAREZ, )MYOR CITY CLERK PREPARED AND OVED BY: REN BITTNER ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: ES, III. CITY AT EY INSURANCE REVIEWAND APPROVAL: SUJAN S. CHHABRA, DI ECTOR DEPARTMENT OFRISR MAXN=MENT BUDGETARY REVIEW AND APPROVAL: r 1� 4�`� ;iASSISTANT CITY Me � ,N M2761/WB/sls CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM J-92-105 TO: Honorable Mayor and Members DATE January 28, 1992 FILE A-91-738 of the City Commission SUBJECT Engagement of Special Counsel ui ones, III► Sales & Use Tax Audit No. FROM : City orney REFERENCES : 9105311575/Dept . of Revenue ENCLOSURES. It is respectfully recommended that the City Commission approve the attached Resolution ratifying and approving the engagement of the law firm of Weiss, Serota & Helfman, P.A., to render professional services in the taxation matters concerning the sales tax audit arising from games played by the Miami Dolphins at the Orange Bowl and the use tax audit arising from City helicopter flights from Watson Island presently pending before the Florida Department of Revenue, using monies therefore from the Self -Insurance and Insurance Trust Fund, and further authorizing expenditures from said fund for necessary costs and expenses in connection with these professional services in the amount of $8f500.00. The City is contesting $131,877.17 of the Department of Revenue's total assessment of $166,678.42. A copy of the City's Written Protest is attached, as well as counsel's December 31, 1991 bill and estimate of future expenses. AQJ/WB/sls/P1273 attachments cc: Cesar H. Odio, City Manager C114-( WEISS SEHOTA 8c HEIXM", P.A. ATTORNEYS AT LAW 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI. FLORIDA 00103 STEPHEN J. HELFMAN rELEPHONE (305) BSA -0800 GILBERTO PASTORI2A TELEcoPIER (305) e54•2323 ELLEN NOLEN SAUL JOSEPH H. SCROTA RICHARO JAY WEISS December 30, 1991 The Office of the General Counsel Department of Revenue P.O. Box 6668 Tallahassee, FL 32314-6668 WRITTEN PROTEST Re: Audit No.: 9105311575-010 Tax: Sales and Use Tax I.D. No.: 59-6000375 Audit Period: 06/01/85 through 06/30/87 Dear Sir or Madam: BROWARO OFFICE 300 SOUTHEAST 6T» STREET SUITE 200 FORT LAUOEROALE. FLORIOA 33341 TELEPHONE (305) 763 • �189 I am writing on behalf of the City of Miami ("City") to protest the sales and use tax assessment dated October 1, 1991. The City protests the proposed action to the Department of Revenue's ("Department") conferee. The federal employer identification number for the City is identified above. The address for the City is 3300 Pan American Dr., Miami, FL 33133. The nature of the tax and penalty and the period for which the tax has been assessed is also referenced above. The total amount of the tax and penalties protested (including interest through 10/20/91] is $131,877.17. The Department claims that the total taxes, interest and penalties owed by the City total $166,678.42 (as of October 20, 1991). The taxes consist of approximately 13 separate activities or categories. Of those 13 categories, the City is protesting only two categories and a small amount of a third. Specifically, the itemized schedule .! f adjustments with which the City does not agree are as follows: The Office of the General Counsel Department of Revenue Page 2 December 30, 1991 Int. from Interest 08/10/91 to Name Tax Penalty 08/10/91 10/20/91 Total Miami Dolphins' $42,750.00 $10,687.50 $26,260.87 $ 984.00 $ 80,682.37 Helicopter Serve 26,937.32 6,734.33 16,547.60 619.52 50,838.77 Marine Stadium Rental' 184.83 48.61 118.12 4.47 356.03 Total $69,872.15 $17,470,44 $42,926.59 $1,607.99 $131,877.17 I. INTRODUCTION The City has several separate bases for its protest as to the above categories. 1 A. Miami Dolphins i The Department is charging the City for unpaid sales tax on the revenue it received from the Miami Dolphins as rent payments for the use of the Orange Bowl during the audit period. The City will show that, a) there may exist a letter specifically exempting i i Tax on lease payments for use of the Orange Bowl by the Dolphins. Z/ Tax on value of flight time allegedly received by the City in exchange for the use of the heliport by helicopter companies.' '/ These charges (listed in the audit under "Miscellaneous Concessions") represent claimed taxes on the stadium rental of the Miami Marine Stadium for two performances. Taxes were paid on the admissions charged. Due to the relatively insignificant amount of the taxes, the City will not address these charges separately in the Written Protest. However, the argument set forth in Section II. B. of the Written Protest exempts these rental payments from sales and use taxes as well. ) �VEISS SEROT3 & HELFM", P.A. taxes actually due are nominal. II. ORANGE BOWL RENTAL A. Letter Of Exemption The City has reason to believe that a letter written by the Department to the Miami Dolphins exempts the Orange Bowl lease payments from sales and use taxes. Carmen R. Cordova, Audit Group Supervisor for the Department, has discussed this letter with Jose Romano, Senior Staff Auditor for the City. Unfortunately, the Department has refused to disclose this letter despite a formal public records request by Warren Bittner, Esq., Assistant City Attorney. In fact, Ms. Cordova has written back to Mr. Bittner admitting the existence of this letter and stating that "it was brought to my attention at a certain point by a member of the staff." (Exhibit "A" to the Written Protest) It is the City's understanding that the Miami Dolphins organization has formally requested a copy of the letter so as to avoid any claim by the Department that the letter cannot be produced due to confidentiality restrictions. 'The City has been advised by the Miami Dolphins that a complete exemption exists and, if the requested letter confirms such exemption, the City would respectfully request that no taxes, penalties or interest are due to the Department from the City relating to rentals paid by the Miami Dolphins to the City during the audit period. The City also reserves the right to supplement this Written Protest when, and if, the City obtains the letter. WEISS SEROTA & HELFMAN, P.A. The Office of the General Counsel Department of Revenue Page 4 December 30, 1991 B. Exemption Under Administrative Code The Department claims that all payments made by the Miami Dolphins to the City pursuant to a lease agreement between the City and the Dolphins dated June 8, 1977 are subject to sales tax in accordance with S212.031, F1a.Stat. The Department does not dispute that spectators to all the Dolphin games paid an admission charge which included sales tax. Instead, the Department takes the position that spectator admission charges and charges paid by the Dolphins to the City for engaging in activities in the Orange Bowl are both taxable. The City has previously asserted and continues to maintain that the Department's view is contrary to Rule 12A- 1.005(4)(i)l ("Rule"). That section states as follows: Charges made for the privilege of entering or engaging in any kind of activity for which a taxable admission charge is made to spectators are exempt. The Rule goes on to say that when no admission is made to spectators, any fees charged for participation or entrance are taxable. It is clear that the Rule exempts the lease payments made by the Dolphins to the City from taxes. To require sales taxes to be paid by the spectators and for engaging in the activity for which the admission charge is made is contrary to the Rule. It would also be a double charge and a pyramiding of the tax imposed. The Department has maintained that the term "entering" in the cited section of the Rule refers to the participation of spectators in the activity for which spectators are also charged an admission. Such an interpretation is inconsistent with the Rule and with the "example" included in the section immediately following the Rule. The example deals with a private golf club hosting a local tournament and charging a $100 entry fee for all participants, but no admission charge to the spectators. In the "example," the entry fee is taxable because admission was not charged. Although there are obvious factual differences between the City's case and the "example," the "example" does demonstrate that the participants who are being charged an entry fee are separate and apart from the spectators who, in the "example," are not being charged an admission. Likewise, in the City's case, the spectators who were charged an admission are different than the r l WEISS SEROTA & HELFMAN, P.A. '} "%' El The Office of the General Counsel Department of Revenue Page 5 December 301 1991 Dolphins, whose rent payments are now claimed by the Department to be subject to a tax. Clearly, the Dolphins paid the City money under the lease for the privilege of entering and engaging in the kind of activity for which the taxable admission charge to spectators was made. Rule 12A-1.005(4)(i)l directly supports the City's position that sales taxes are not due on the lease payments. The City does not dispute that 5212.031, F1a.Stat., ordinarily requires that lease payments are taxable. However, the Rule recognizes the logical and equitable argument that taxing both the spectators and the participants for the same event should not be permitted. The Department's interpretation of this Rule would render it useless. The fact is that if the City must pay the assessment imposed, charges made for the privilege of engaging in football as well as admission charges made to spectators to view such activities would both be taxed. The Rule clearly and unequivocally states that this should not occur. As a result, all lease payments paid by the Dolphins to the City are exempt under the Rule and the City has no obligation of any kind as to the taxes, penalties or interest imposed by the Department. III. HELICOPTER SERVICES A. Assessment Does Not Consider Actual Services Received The assessment made against the City with regard to a tax on helicopter services allegedly received by the City is based on two erroneous assumptions. First, the Department incorrectly assumes that the City received value (in the form of flight time) from three separate helicopter services. In fact, only Dade Helicopter Jet Services, Inc. ("Dade Helicopter") was operating at the heliport during the audit period and, as a result, the City only received flight time from Dade Helicopter. Second, the Department assumes that the City actually received all the flight time to which it was entitled under the lease between the City and Dade Helicopter. In fact, only a portion of those services was actually received by the City. 1. Only Dade Helicopter provided flight time. In its audit, the Department apparently takes the position that the City was receiving helicopter services from Dade WEISS SEROTA & HELFMAN, P.A. .) C� '- }�- The Office of the General Counsel Department of Revenue Page 6 December 30, 1991 Helicopter, Miami Helicopter and Tropical Helicopter for every month between June 1985 and June 1987 in the amount of $2,000 per company per month. The Department has absolutely no factual basis for such an assumption, and it is simply not true. The only helicopter service with which the City had an agreement during the audit period is Dade Helicopter. Therefore, the Department's assumption that the City received $2,000 worth of flight time from Tropical Helicopter and Miami Helicopter is completely fictitious. (See affidavit of Jose A. Romano, Exhibit "B"] 2. Value of flight time provided by Dade Helicopter was far less than $2,000/month. It should also be noted that as to Dade Helicopter, the actual services received by the City between June 1985 and June 1987 is far less than the $2,000 per month claimed in the audit. The Department assumes that the City has received 10 hours of helicopter services from Dade Helicopter based on 10 hours per month at $200 per hour.' s 71 Attached hereto as Exhibit "C" is a summary of the flight time actually used during the audit period [summary was prepared by Mr. Romano; See Romano affidavit, Exhibit "B"]. If these hours are multiplied by the 5% sales tax figure, the total sales tax due on the actual value of flight time received is $2.697, a far cry from the $26,937.32 figure, excluding penalty and interest. (The City, without prejudice, utilizes the Department's $200 per hour value for flight time.) Attached hereto as Composite Exhibit "D" are invoices from Dade Helicopter for each and every month during the audit period supporting the City's claim. (Romano affidavit, Exhibit "B," verifies the accuracy of invoices.) Section 212(1)(d), F1a.Stat., renders taxable rental fees paid in the form of property or services. Clearly, this section requires that the °/ The City is unaware of the basis for the Department's assumption that a "flight hour" can be valued at $200 per hour. There is nothing in the Dade Helicopter lease ("Lease"] to indicate such a value ( See Exhibit "E"l . The City contests $200 per hour as a reasonable value of such services. s/ This assumption is apparently based on the Lease which provides that the City is eligible for up to ten (10) hours of flight time per month. WEISS SEROTA & HELFMAN, P.A. `` �� The Office of the General Counsel Department of Revenue Page 7 December 30, 1991 property or services must actually be "paid." Since Dade Helicopter did not "pay" the total ten hours per month of flight time to the City, the City cannot be obligated to pay sales tax upon services it never received! It should also be noted that under Article III(D) of the Lease (Exhibit "E"), if the City does not use the flight time on a month -to -month basis, it cannot be accumulated beyond the anniversary dates of the Lease, meaning that "if you don't use it, you lose it." As a result, the absolute maximum sales tax for which the City would be liable [but see following argument] is $2,697 plus interest and penalties. B. Section 212.031(11(A)7 Exemption As stated in the previous section of the Written Protest, without any exemptions, the maximum tax for which the City can be liable relating to helicopter services is no more than 10% of the taxes assessed by the Department. However, it should be noted that even this number [$2,697] exceeds the actual taxes due to the Department as a result of the exemption contained in S212.031(1)(a)7, F1a.Stat. That section states that renting and leasing of real property is taxable unless such property is Property used at an airport exclusively for the purpose of aircraft landing or aircraft taxiing or property used by an airline for the purpose of loading or unloading passengers or property onto or from aircraft or for fueling aircraft.6 Therefore, the real property used at the heliport for these purposes is exempt from taxation and must be excluded from any value provided to the helicopter services actually received by the City. As set forth in the affidavit of Chief Pilot Philip Shelnut, (Exhibit "F") and map of the heliport (Exhibit "G") which is identified by Chief Pilot Shelnut, a significant portion of the 6/ The Department concedes in its letter of August 6, 1991, p. 4, that the heliport is an "airport" for purposes of this statute. WEISS SEROTA & HELFMAN, P.A. ;j � I ��y The Office of the General Counsel Department of Revenue Page 8 December 30, 1991 heliport property is used for landing and taxiing as well as for loading and unloading passengers and fueling. The most significant portion of the heliport which is exempt under this section relates to property needed for landing and taxiing. The need for this property is explained in the Shelnut affidavit. The Department had erroneously excluded only a very small portion of the heliport based upon its assumption that only the actual landing pad is required for landing. As Exhibits "F" and "G" demonstrate, the helicopters require a large portion of the property for landing and taxiing due to the shifting winds. The property shaded in blue and highlighted by the incoming and outgoing arrows is completely restricted and is used by Dade Helicopter for landing and taxiing its aircraft. The other exempt areas, used for loading and unloading passengers and for fueling aircraft, are also designated in Exhibit "G." Based upon the exempt areas as illustrated on Exhibit "G," only 17% of the total area leased is subject to sales tax charges (17% of $2,697 is 458.49].' As a result, the total amount of taxes due to the Department from the City with regard to the heliport lease is $458.49. IV. ORAL ARGUMENT The City respectfully requests an opportunity to orally present and argue the various points raised by this written protest. If possible, the City would prefer to make its presentation at some location in South Florida at a date convenient to the Department. Alternatively, the City might consider appearing by telephone conference if the Department and the conferee would find this acceptable. In any case, the City does request an opportunity to argue its case to the conferee. 7/ This land area was calculated by Attorney Ellen N. Saul using Exhibit "G" and an "as built" map and survey prepared by the Department of Transportation (See Saul affidavit, Exhibit "H"). Due to the irregular shape of the leased premises, the figure is approximate, but every effort was made when estimating to do so in a manner which would minimize the exempt area. ( F 4) . 76 WEISS SEROTA & HELFMAN, P.A. t i The Office of the General Counsel Department of Revenue Page 9 December 30, 1991 If there are any questions relating to the Written Protest, exhibits or if there is any additional material requested by the Department, please feel free to give me a call. Very truly ours, il eph H. Serota JHS:jju 105.001 cc: A. Quinn Jones, III, Esq. City Attorney Bureau of Hearings and Appeals P.O. Box 7443 Tallahassee, FL 32399-7443 Bureau of Central Audit and Selection Department of Revenue P.O. Box 5139 Tallahassee, FL 32314-5139 WEISS SEROTA & HELFM", P.A. Wr.ISS SEROTA & HELFMAN, P.A. Attorneys at Law 2665 South Bayshore Drive Suite 204 Miami, Florida 33133 Telephone (305) 854-0800 j 5 Telecopier (305) 854-2323 r1 December 31, 1991 ' City of Miami, Florida c/o A. Quinn Jones, Esq. 1100 Amerifirst Bldg. Miami, FL 33131 I N V O I C E Matter: 105001 Miami, City of\Sales Tax Dispute For Professional Services Rendered: 12/04/91 jhs Review Of Correspondence Re Public 0.20 $ 36.00 Records Request 12/05/91 jhs Review Of Relevant Documents, Law And 0.60 108.00 Evidence For Challenge 12/05/91 jhs Draft Outline Of Assessment Challenge 0.30 54.00 12/06/91 jhs Telephone Conference With Mr. Romano Re 0.40 72.00 Various Factual Issues 12/06/91 jhs Draft Written Protest For Tax Assessment 3.20 576.00 12/06/91 jhs Review Of Correspondence Relating To 0.20 36.00 Public Records Request 12/10/91 jhs Telephone Conference With Mr. Luney Re 0.30 54.00 Preparation Of Exhibits To Protest 12/10/91 sjh Conference Concerning Strategy 0.40 72.00 12/11/91 jhs Telephone Conference With Mr. Bittner Re 0.20 36.00 Time Frame For Dolphin Response 12/11/91 jhs Telephone Conference With Mr. Luney Re 0.30 54.00 Needed Exhibit And Information 12/11/91 jhs Telephone Conference With Mr. Loft Re 0.20 36.00 Exhibit To Protest 12/11/91 jhs Revise Draft Of Tax Protest 0.70 126.00 12/12/91 jhs Draft Letter Re Authorization For 0.30 54.00 Protest 12/12/91 jhs Conference With Mr. Luft Re Preparation 1.00 180.00 Of Exhibits And Facts 12/12/91 jhs Conference Concerning Issues Relating To 0.30 54.00 Protest Of Orange Bowl Taxes 12/12/91 sjh Telephone Conference With Bill Perry Re: 0.20 36.00 Arena Sales Tax 12/17/91 jhs Telephone Conference With Mr. Shelnut Re 0.20 36.00 Facts And Need For Affidavits 12/17/91 jhs Conference With Mr. Shelnut Re Facts And 1.20 216.00 Information Concerning Needed Affidavit (continued) Pr Matter: ----------------------------------------------------------------------------- 105001 - Decembex J1, 1991 Page 2 12/17/91 jhs Draft Affidavit For Mr. Shelnut 0.50 90.00 12/18/91 jhs Draft Affidavit For Mr. Ter Keurst 0.30 54.00 12/18/91 jhs Draft Letter To Mr. Shelnut Re 0.30 54.00 Affidavits 12/18/91 jhs Revise Affidavits 0.30 54.00 12/18/91 sjh review Draft Of Written Protest 0.40 72.00 12/19/91 jhs Telephone Conference With Ms. Leon Re 0.30 54.00 Language Of New Orange Bowl Lease 12/20/91 jhs Telephone Conference With Mr. Luney Re 0.20 36.00 Letter Confirming Areas Of Protest 12/20/91 jhs Review Of City Contract With PSFL 0.40 72.00 12/20/91 jhs Draft New Language Re Sales Tax Payments 0.30 54.00 12/23/91 jhs Revise Additional Language Re Sales Tax 0.30 54.00 As To PSFL Lease 12/24/91 jhs Review And Revise Letter Of Protest And 0.70 126.00 Organize Exhibits 12/24/91 jhs Telephone Conference With Mr. Romano Re 0.30 54.00 Needed Affidavit And Facts 12/24/91 jhs Telephone Conference With Mr. Shelnut Re 0.20 36.00 Obtaining .affidavit 12/24/91 jhs Draft Affidavit For Mr. Romano 0.30 54.00 12/26/91 jhs Revise Romano Affidavit 0.40 72.00 12/26/91 jhs Conference With Mr. Romano Re Revisions 0.90 162.00 To Affidavit And Written Protest 12/26/91 jhs Conference Concerning Procedure And 0.40 72.00 Strategy Re Filing Written Protest 12/26/91 jhs Telephone Conference With Mr. Shelnut Re 0.20 36.00 Picking Up Affidavit 12/26/91 jhs Organize Exhibits For Written Protest 0.30 54.00 12/27/91 jhs Preparation Of Map To Be Used As Exhibit 0.40 72.00 12/27/91 jhs Revise And Proofread Written Protest 1.00 180.00 12/30/91 ens Calculate Tax Exempt Acreage Of Leased 0.80 144.00 Property And Prepare Affidavit Regarding Same 12/30/91 jhs Review Prior Department Correspondence 0.80 144.00 And Revise Written Protest Test To Respond To Department's Arguments 12/30/91 jhs Conference Concerning Calculation Of 0.30 54.00 Exempt Area 12/30/91 jhs Draft Affidavit Re Calculation Of Exempt 0.30 54.00 Area 12/30/91 jhs Revise And Proofread Written Protest 0.70 126.00 12/30/91 jhs Telephone Conference With Department Of 0.30 54.00 Revenue Re Filing Written Protest 12/30/91 jhs Draft Letter To Mr. Jones Re Written 0.30 54.00 Protest And Related Matters Total Professional Services $ 3978.00 For Disbursements -------------------------- Incurred: 12/31/91 Photocopies $ 103.25 (continued) 0 Matter: 105001 - Decembe..I, 1991 Page 3 ----------------------------------------------------------------------------- 12/31/91 Postage Charges 12/31/91 Hand Deliveries 12/31/91 Long Distance Telephone 12/31/91 Telecopies 12/31/91 Postage Charges 12/31/91 Federal Express Charges Total Disbursements Incurred $ Recapitulation -------------- 2.00 17.53 10.41 3.00 14.70 10.35 161.24 For Professional Services 22.10 Hours $ 3,978.00 For Disbursements Incurred 161.24 Balance in Trust/Retainer $ 0.00 ----- - ©A- Current Balance $ 4 ,1 9.2 Previous Balance + 2 ,1TS`:�5 Bill # 796 Total Due $ 6,416.19 IRS # 65-0254147 WEISS SF -ROTA & HELFMAN, P.A. STEPHEN J.HELFMAN GILBERTO PASTORIZA ELLEN NOLEN SAUL JOSEPH H. SEROTA MICHARD JAY WEISS Warren Bittner, Esq. City of Miami P.O. Box 33078 Miami, FL 33133 ATTORNEYS AT LAW 2865 SOUTH SAYSHORF_ DRIVE SUITE 204 MIAMI, FLORIDA 03100 TELEPHONE (305) 634.0800 TELECOMER (305) 854.2323 January 20, 1992 Re: Sales and Use Tax Protest Dear Warren: PP,r,ti,Ll, AN 21 4 ({,11 11 /Sl` Jr- ✓ OFFICE ~ • 500 SOUTHEAST6"STREET C I ' • SUITE 200 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE (305) 763 • 1109 In response to your request last Friday, I am writing to advise you of the approximate cost of the additional legal fees to complete the initial administrative phase of the tax protest. In addition to the bills already sent to the City, I have incurred no more than $500 worth of legal fees during the month of January. As you know, the written protest was filed on December 30,1 991. I expect that the Department of Revenue will set an informal hearing or conference pursuant to my request prior to its determination of our protest. Customarily, these conferences are held in Tallahassee. Therefore, if I am able to fly up and back to Tallahassee and meet with the Department of Revenue conferee all in the same day, the additional legal fees should not exceed $1,500 for this hearing. This hearing will complete this phase of the protest. If we are dissatisfied with the conferee's decision, we can either continue our protest in accordance with the Administrative Procedures Act or we can file a circuit court action in Dade County or in Tallahassee. Either route will require significant additional fees which I am not able to predict at this moment without the benefit of the conferee's decision. Once the conferee has made a decision, it will be necessary for all of us to discuss what issues, if any, we would like to proceed with and which forum we would want to utilize. "ft Warren Bittner, Esq. Page 2 January 20, 1992 I hope that this letter is responsive to your request. If you have any further questions, please give me a call. Sincerely, Joseph H. Serota l ' JHS:jju 105.001 cc: A. Quinn Jones, III, Esq. Richard Jay Weiss, Esq. i I "! 1-! WEISS SER4TA & HELFMAN, P. A. I "II "