9206003 Informal Interpretation

June 9, 1992

William Schechter, Esq.
Staff Attorney
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6 Pennsylvania Avenue, N.W.
Room 303
Washington, D.C. 20580

Re: Premerger Notification Requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the Act)

Dear Mr. Schechter:

On behalf of (redacted) and (redacted), doing business as (redacted), we are writing to request confirmation that a proposed reorganization whereby (redacted) will acquire all of the assets and assume all of the liabilities, if any, of (redacted) is exempt from the premerger notification requirements under the Act. The shareholders of (redacted) are being asked to vote on the proposed Agreement and Plan of Reorganization and Liquidation (the Plan). If the Plan is approved by (redacted) shareholders, each shareholder will be issued a number of shares of (redacted) equal to the value of the shares of (redacted) held by that shareholder.

(Redacted) is acquiring assets consisting of cash and portfolio securities of (redacted) (consisting of non-voting debt securities of various issuers) in exchange for voting securities of (redacted) which are immediately distributed to the shareholders of (redacted). On its face, this transaction would not trigger the premerger notification requirements of the Act because the cash and portfolio securities are not considered assets as that term is defined in 16 C.F.R. 801.21, for purposes of the Size of Transaction test of 7A(a)(3), of the Clayton Act, 15 U.S.C.

18a(a)(3). Thus, since (redacted) assets consist solely of cash and portfolio securities, the transaction will not result in (redacted) holding more than $15 million worth of assets of (redacted). In addition, since both (redacted) and (redacted) hold primarily non-voting portfolio securities, the acquisition of (redacted) portfolio securities will not result in (redacted) holding in excess of 15% and $25 million worth of another issuers voting securities.

Copies of the Registration Statement on Form N-14 filed by (redacted) with the Securities and Exchange Commission on (redacted) and definitive copies of the Prospectus/Proxy Statement contained therein, are enclosed for your information.

Please call the undersigned at the telephone number provided above with any questions concerning this matter.

Sincerely,

(redacted)

Enclosures

cc: (redacted).