8506002 Informal Interpretation

(redacted)

June 18, 1985

Mr. Wayne Kaplan
Premerger Notification Office
Room 301
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Kaplan:

This letter is in confirmation of the advice I received from you in our telephone conversation on May 14, 1985. In that conversation, I described the following scenario:

Facts

A, a church, is the sole corporate member of B and C, two not-for-profit entities. X, a church body, is composed of 170 individual members, two of each of the 170 representing 85 religious congregations. X controls Y, a not-for-profit entity. B, C and Y desire to consolidate functionally their operations and the operations of the organizations which each owns or controls by the creation of a new not-for-profit corporation to be the sole member of B, C and Y.

Issue

Are A and X required to make premerger notification filings?

You advised me as follows:

Conclusion

A and X, as church bodies, are not cognizable persons under the Hart-Scott-Rodino rules, and, thus, not required to make premerger notification filings under the rules. filings should be made by B, C and Y.

I will act upon your advice unless I hear from you otherwise by June 28, 1985.

Thank you for your assistance.

Sincerely,

(redacted)

(redacted)