9401005 Informal Interpretation

MEMORANDUM

VIA FACSIMILE - (202) 325-2050

TO: Hy Rubinstein
Federal Trade Commission
Pre-Merger Notification Section
FROM: (redacted)
DATE: January 19, 1994

RE: Application of Size of Person Test to Individuals Holding Real Estate As Tenants-In-Common.

We talked earlier today about whether individuals that own real estate as tenants-in-common are treated as a single "person" when applying the size of person test. Following is a brief sketch of the relevant facts that we discussed:

The transaction is an asset sale. Some of the assets are owned by a Corporation, and others by its Shareholders. The assets to be sold by the Corporation are a (redacted) and certain (redacted). The Shareholders are selling (redacted) (different from the Corporation's (redacted)) that they hold as tenants-in-common. Each of the Shareholders is a natural person. The value of the (redacted) to be sold by the Shareholders exceeds $100 million, but the interest of each Shareholder in that (redacted) is valued at less than $100 million.

Assuming, that the Buyer and the Corporation are each $10 million dollar persons but that neither is a $100 million dollar person, the question whether an H-S-R filing is required seems to boil down to whether each Shareholder is treated as a separate "person," or whether all Shareholders are treated together as a single "person." I understand that you will confer with other staff members, and then call me to explain the FTC's position on the correct treatment for the Shareholders. I hope to hear from you by Monday, January 24. Thank you.