8712007 Informal Interpretation

(redacted)

December 23, 1987

Patrick Sharpe
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580

Dear Mr. Sharpe:

This is to confirm our telephone conversation of December 21, 1987. During this conversation, I explained a technical restructuring of a company which we represent, and you agreed with me that this restructuring would not necessitate a Hart-Scott-Rodino filing. The facts which we discussed are as follows:

We represent Company X which is a Netherlands Antilles
corporation, doing business in the United States. The ultimate
parent of Company X is Company Z which also is a Netherlands
Antilles corporation. As the tax treaty between the United States
and the Netherlands Antilles has recently expired, Company Z
has decided to restructure Company X into a Netherlands
corporation. Therefore, Company Z has created Company Y
which is a Netherland corporation. Company Z also is the
ultimate parent of Company Y. Company Y will acquire all
of the assets of Company X in a non-taxable transaction.
Company Z has total assets or annual net sales of over $100
million and over $15 million worth of assets in the United
States is being acquired from Company X.

It is my understanding from our discussion that inasmuch as Company Z is the ultimate parent of Company X and Y, then Company Ys acquisition of Company Xs assets does not necessitate a Hart-Scott-Rodino filing pursuant to Premerger Notification Rule 802.30.

Based on our discussion, we do not intend to make a Hart-Scott-Rodino filing with respect to Company Ys acquisition of Company Xs assets. If, for reason, you now believe this acquisition would necessitate a Hart-Scott-Rodino filing, Please let me know as soon as possible.

Best wishes.

Sincerely yours,

cc: (redacted)