9104007 Informal Interpretation

(redacted)

April 12, 1991

Thomas Hancock
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Dear Mr. Hancock:

This is to confirm our discussion of this morning when you informed me and my partner, (redacted) that a premerger notification filing was required in the following hypothetical: A not-for

profit (redacted) by merely assuming its liabilities which amount to $14 .5 million while its fund balance amounts to $2.5 million and its total liabilities and fund balance (and assets) total $17 million.

As I understand it, the position of the Federal Trade Commission is that a premerger notification is required even though the actual liabilities assumed are under the $15 million threshhold if the total book value of the assets and the liabilities and fund balance are above $15 million. If this is not correct, I request that you so notify me as soon as possible.

Thank you.

Very truly yours,

(redacted)

(redacted)