9306001 Informal Interpretation

VIA FEDERAL EXPRESS

Melea Epps, Esq.
Bureau of Competition
Room 303
Federal Trade Commission
Sixth and Pennsylvania Avenue, NW
Washington, D.C. 20580

Re: Hart-Scott-Rodino Antitrust Improvements Act of 1976: Transaction Identification No. 93-0054

Dear Ms. Epps:

Confirming our discussion of June 1, 1993, the Federal Trade Commission has determined that our client, (redacted), is not required to file a pre-merger notification with respect to its possible acquisition of the partnership interest of (redacted). Upon such acquisition, (redacted) will own 100% of the partnership interest in (redacted).

As we discussed, the size of person test and the size of acquisition test will both be met, and the regulations require a filing where a partnership interest is being acquired and the acquiring party will own 100% of the partnership. However, (redacted) as a 50% partner of (redacted) filed an application on October 5, 1992 for purposes of acquiring the only asset of (redacted) and a filing for purchasing the partnership interest of its partner would be duplicative.

Thank you for your help and cooperation in this matter and your decision to waive a filing in this particular situation. If the foregoing does not accurately reflect our discussion and the determination of the FTC, please contact me at once.

Very truly yours,

(redacted)

Enclosure

cc: (redacted)