9305013 Informal Interpretation

Date

May 1, 1993

Rule

802.30

Staff

Victor Cohen

Response/Comments

802.30 Where various subsidiaries are held by ownership of voting securities the transfer of (redacted) the subsidiary (second tier) directly to parent so that parent will hold second tier subsidiary directly is exempt under section 802.30.

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Question

May 28, 1993

CERTIFIED MAIL

RETURN RECEIPT REQUESTED

Federal Trade Commission
Sixth Street & Pennsylvania Avenue, NW
Washington, D.C. 20580

Att: Mr. Victor Cohen

Re: Holding Company Transaction

Dear Mr. Cohen:

We represent (redacted), a (redacted).

This will confirm our conversations of May 28, 1993 wherein you advised that there was no requirement to obtain the approval of your Department for the following proposed holding company transaction.

At the present time, it is proposed that ownership of (redacted) immediate parent, (redacted) will be transferred from (redacted). As (redacted) is a wholly-owned subsidiary of (redacted), the ownership of (redacted) would also be transferred to (redacted).

The details surrounding this transfer as they pertain to (redacted) are as follows:

(1) Present Ownership - As mentioned above, (redacted) is a wholly-owned subsidiary of (redacted). (redacted) are also wholly owned subsidiaries of (redacted).

The holding company, (redacted) is a wholly-owned subsidiary of (redacted). (redacted) is in turn wholly-owned by a (redacted).

(2) The Transfer - It is proposed that the ownership of (redacted) immediate parent, (redacted), will be transferred from its immediate parent (redacted) to its ultimate parent, (redacted). Since (redacted) is a wholly-owned subsidiary of (redacted) transfer of ownership from (redacted) to (redacted) will not involve any companies outside of the holding company system.

(3) Impact on (redacted) - Since (redacted) is a free-standing company, and (redacted) ultimate parent will remain the same, no impact on (redacted) business plans or operations is anticipated as a result of the aforementioned transfer of ownership.

(redacted) has requested approval of the (redacted) for the proposed transfer.

We would greatly appreciate written confirmation that the proposed transaction need not be approved by your Department.

Thank you. Your cooperation is very much appreciated.

Very truly yours,

(redacted)

cc: (redacted)

9305013 Informal Interpretation

Question

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