8811001 Informal Interpretation

(redacted)

November 1, 1988

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

Re:

Dear Mr. Smith:

As a follow-up to our telephone conversation of October 27, 1988, I would like to request a written confirmation regarding the necessity of filing premerger notification documents with your office as required by the Hart-Scott-Rodino Antitrust Improvements Act.

The deal consists of two separate transactions. The first is well below any threshold: the purchase of two (redacted) by three individuals for $3 million dollars. The second is a bit more complex, but according to our conversation, also will not require premerger notification filing. A new corporation, organized for this acquisition, will purchase two (redacted) for $22 million dollars. The purchasing corporation will receive 100% of the stock of the two (redacted) and will have no assets prior to that acquisition. There will be three shareholders, each owning one-third of the shares. These individuals are also shareholders in other sister corporations owning (redacted), but no individual has a controlling interest. There is no parent entity involved in this transaction.

For your convenience, I have provided a line below for your signature, acknowledging that there is no need to file the premerger documents to be in compliance with Hart-Scott-Rodino.

Thank you for your attention to this matter.

Very truly yours,

(Redacted)

The above-mentioned transaction does not meet the requirements as set forth in 15 U.S.C. Section 18a, and thus, it is not necessary to file premerger documents as required under the Hart-Scott-Rodino Antitrust Improvements Act.

____________________________________________________

Richard Smith Date
Compliance Division
Premerger Notification Office

cc: (redacted)