8907002 Informal Interpretation

(redacted)

July 13, 1989

BY HAND

Patrick J. Sharpe, Esq.
Pre-Merger Reporting Office
Federal Trade Commission
Sixth and Penn. Ave., N.W., Room 303
Washington, D.C. 20580

Dear Mr. Sharpe:

This is to confirm our conversation yesterday relating to tow Hart-Scott-Rodino issues.

First, where a Hart-Scott-Rodino report has been filed by the parties to an asset transaction, and additional report need not be filed on a subsequent asset transaction between the same parties which is valued at less than $15 million. 16 C.F.R. 801.13(b); Statement of Basis and Purpose, 52 Fed. Reg. 7066, 7012-72 ( March 6, 1987)

Second, the FTC views the assignment of a lease as the acquisition of an asset. The valuation of that asset is zero unless a premium is paid for the assignment of the lease, i.e., an amount exceeding the rental obligation.

Please telephone me immediately at (redacted), if you disagree with any of the above statements.

Thank you very much.

Sincerely,

(redacted)