8702002 Informal Interpretation

(redacted)

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

Re: Confirmation of teleconference

Dear Mr. Scanlon:

The purpose of this letter is to confirm the substance of our teleconference of this afternoon. I called to confirm that rule 802.20(b) continues to exist to exempt an acquisition in which consideration of $14.9 million or less (including assumption of liabilities) is paid to acquire 30% general partnership interest in a partnership that owns real property , primarily an office building. You noted that the Rule still exists to exempt such transaction but that the current interpretation of the Federal Trade Commission and the Department of Justice is that a general limited partnership interest is a separate legal entity and there is no filing required under the Hart-Scott-Rodino Premerger Notification Act in a transfer of a general partnership withdraws and a new general partner is substituted. The current staff position is that the acquisition of a partnership interest does not constitute the acquisition of assets or voting securities. However, you noted that there are various potential rule making proposals the may change this position. Further, you noted that the acquisition of 100% ownership interest would be deemed to be ownership of the assets.

If the foregoing is not an accurate summary of our conversation, would you please contact me. Thank you very much for your kind attention and cooperation..

cc: (redacted)