9112006 Informal Interpretation

December 9, 1991

Mr. Richard Smith, Attorney

Pre-Merger Notification Office

Federal Trade Commission, Rm 303

Washington, D.C. 20580

Dear Mr. Smith:

Per our telephone conversation I am sending a letter reiterating our discussion so I can have a record of it and you can verify it.

I understand that the Hart-Scott-Rodino Anti-trust Improvement Act, under 16 C.F.R. 8.01, 8.02, 8.03, part ot (sic) Title II is about pre- merger notification. Any sale in excess of $15. million must be reported if there is a $100. million player on one side and another player worth $10 million on the other.

In the case of producing farms and raising crops there is a difference, by interpretation of the law by your staff, in what is considered income producing or reportable.

From our conversation, crops sown and harvested on a yearly basis are separated from fixed type crops such as orange and apple trees, etc. The land upon which these crops are sown yearly are excluded from reporting. The value (fair market or acquisition price whichever is higher) of this physical soil can be deducted from the actual price the agricultural sale (sic). If the price, after deduction, falls below the $15. million, a report does not need to be filed with the F.T.C.

In the sale of land and an irrigation system, the farm ground portion is dropped and not reportable but the irrigation system would be unless the total price was lowered to $15. million or below.

Thanks much. I will look forward to a call to verify this information.

Sincerely,

(redacted)