9301002 Informal Interpretation

Date

January 11, 1993

Rule

Section 7A(a), 801.11(b)(2)

Staff

Richard Smith

Response/Comments

1/11/93 - called [redacted]. He advises that [redacted] holds only [redacted] and the latter's financials reflect the size of [redacted]. [Redacted] is a single entity and controls neither entity. The financials and its balance sheets are for 12/31/91 and the 12 months ending 12/31/91. [Redacted] will become the sole member of [redacted] in mid-February of 1993. I advised that the financials, which are of a date not more than 15 months prior to the consummation of the acquisition, indicate that there is neither a $100 MM or $10 MM person involved in the transaction. Consequently, no HSR filing is required.

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Question

January 6, 1993

Federal Trade Commission
Premerger Notification
Room 303
Sixth & Pennsylvania Ave., N.W.
Washington, D.C. 20580

U.S. Department of Justice
Antitrust Division
Office of Operations
Room 3218
Washington, D.C. 20530
Attn: Klaine (sic) Gibbs, Esq.

Re:15 USCA 18(a) Notification

Dear Sir or Madam:

The undersigned represents [redacted] (hereinafter [redacted]) which is the holding company for [redacted] (hereinafter [redacted]) located in the City of [redacted] has entered into an Affiliation Agreement with [redacted] located in [redacted] (hereinafter [redacted]).

[Redacted] and [redacted] have agreed to affiliate utilizing an amendment to the [redacted] Certificate of Incorporation whereby [redacted] will become the sole member of [redacted]. [Redacted] and its affiliates have annual revenues of approximately [redacted] and assets of approximately [redacted] while [redacted] while [redacted] has revenues of approximately [redacted] and assets of approximately [redacted].

We do not believe that this acquisition constitutes a transaction covered by 15 USCA 18(a) and we would request confirmation of that position at you earliest possible convenience.

Very truly yours,

[redacted]

9301002 Informal Interpretation

Question

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