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or (E) a statement by a coconspirator of a party during the
course and in furtherance of the conspiracy.
The Interstate Valuation was not prepared by petitioners,
but by Interstate, an investment banking firm unrelated both to
petitioners and to HealthTrust. The statements contained in the
Interstate Valuation, therefore, do not constitute an admission
under rule 801(d)(2)(A) of the Federal Rules of Evidence. A
conspiracy is not involved in the instant case; therefore, rule
801(d)(2)(E) of the Federal Rules of Evidence is not implicated.
Statements admitted under rule 801(d)(2)(B), (C), and (D) of
the Federal Rules of Evidence are admissible only against parties
who have adopted them or who bear the specified relationship to
the declarant. Zenith Radio Corp. v. Matsushita Elec. Indus.
Co., 505 F. Supp. 1190, 1238 (E.D. Pa. 1980), affd. in part and
revd. in part on other issues sub nom. In re Japanese Elec.
Prods. Antitrust Litig., 723 F.2d 238 (3d Cir. 1983), revd. on
another issue 475 U.S. 574 (1986). As to such issues, the record
is devoid of any evidence that HCA adopted as its own the
Interstate Valuation or demonstrated a belief that Interstate's
value of the Common Stock was accurate. Consequently, the
requirements of rule 801(d)(2)(B) of the Federal Rules of
Evidence are not satisfied. Additionally, the ESOP Committee,
not HCA, authorized Interstate to value the HealthTrust Common
Stock in the course of preparing a fairness report on the
purchase of the Common Stock by the ESOP. Consequently, the
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