9911003 Informal Interpretation

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November 4, 1999

BY FACSIMILE

Patrick Sharpe, Esq.
Premerger Notification Office
Federal Trade Commission
Room 303
Sixth Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Aquisition of Membership Interest in Nonprofit Corporation

Dear Mr. Sharpe:

This will confirm our telephone conversation of yesterday in which you advised that an acquisition of membership interests in a nonstock nonprofit corporation, established pursuant to Section 102 of the Delaware General Corporate Law and qualified under Section 501(c)(4) of the Internal Revenue Code, does not constitute an acquisition of voting securities or assets for purposes of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a (HSR Act). Accordingly, you advised that neither of the following potential transactions would trigger a filing requirement under the HSR Act: (1) current members of the corporation acquire additional interests from a member wishing to divest its interests; and (2) a third-party who is not currently a member acquires a minority interest in the corporation. In neither case will any single member control the corporation.

Please let me know as soon as possible if the above does not comport with our discussion. I very much appreciate your assistance in this regard.

Sincerely yours,

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