8903007 Informal Interpretation

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VIA FEDERAL EXPRESS

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

Dear Patrick:

I am writing to confirm our understanding of the response the staff of the Federal Trade Commissions Premerger Notification Office has given to our request, dated March 8, 1989, for an informal interpretation regarding the application of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the Act). A copy of that request is attached to this letter as Annex 1.

We understand that the staff believes the transactions described in the attached request letter are exempt from reporting pursuant to Section 7A(c)(3) of the Act, which exempts acquisitions of voting securities of which are owned by least 50 per centum of the voting securities of which are owned by the acquiring person prior to such acquisitions... Based upon this advice, our clients will proceed to consummate the transactions described in the attached request letter without filing Notification and Report Forms under the Act.

We have very much appreciated your assistance in this matter.

Sincerely yours,

Enclosure

cc: (redacted)