9107012 Informal Interpretation

July 29, 1991

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

600 Pennsylvania Avenue, NW, Room 303

Washington, D.C. 20580

Re:

Dear Mr. Rubenstein:

This letter is to confirm our telephone conversation of today, wherein you informed me that a filing pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is not required for a transaction in which two corporations will form a partnership and, as part of that formation, each will contribute assets valued in excess of $15 million in exchange for its partnership interest.

If this does not accurately reflect the substance of our conversation, please call me at (redacted). Thank you very much for your assistance.

Very truly yours,

(Redacted)

cc: (redacted)