8601003 Informal Interpretation

(redacted)

January 10, 1986

Pre-Merger Notification Office Bureau of Competition
Room 312
Federal Trade Commission
Washington, D.C. 20580

Attn:Ms. Linda Heban, Esq.

Dear Ms. Heban:

In response to my letter to you of January 9, 1986, you called me today and verified that the above-referenced limited partnership is not a reportable person as defined by statute and pursuant to the rules and regulations of the FTC for purposes of filing a Hart-Scott-Rodino pre-acquisition notification with the FTC.

STAFF COMMENT: He means does not meet size-of-person test.

Consequently, you advised that the limited partnership is not required to file the aforesaid pre-acquisition notice.

You further advised that there was no need to file the above-discussed notice with the Department of Justice because it was subject to the same statutory definition of reportable person.

I expressed to you the need of the limited partnership to be certain that the absence of the pre-acquisition filing would not create any problems whatsoever for the partnership or be challenged in any manner in the future. You thereupon re-confirmed that based upon our discussions, which were summarized in the above-referenced letter of January, 9, there was no need for the partnership to file the aforementioned notification.

STAFF COMMENT: Not an accurate reflection of my comments. But I did not tell him we could not challenge it in the future.

I thank you for your interest, cooperation and for your prompt response in getting back to me on this matter.

Sincerely,

(redacted)

STAFF COMMENTS: And I also specifically told him that this analysis may apply only to this transaction and that a future acquisition, say, one year from now, would have to be analyzed anew. I attempted to disabuse him of the idea that he has that once a non reportable person, always a nonreportable person is inaccurate. I am not at all confident he understands this though I stressed it repeatedly.