9505009 Informal Interpretation

May 15, 1995

BY HAND

Richard B. Smith, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580

Dear Dick:

I am writing to memorialize our telephone conversation of May 12, 1995, concerning my May 12 letter to you. For ease of reference, a copy of that letter is appended hereto as Attachment A.

In response to your question concerning the trust described in the letter, I explained that my reference to persons A and B as holding the beneficial interests in the trust was meant to indicate that A and B, in addition to being the trusts settlors, were also the trusts beneficiaries.

You confirmed that my letter accurately set forth both the relevant Hart-Scott principles and your advice as to the nonreportability of the described transaction. Thus, you confirmed that the entire transaction would be exempt under 7A(c)(1) of the Act, and that the acquisition from person B would be additionally exempt for failure to meet the minimum size of transaction threshold.

Thank you again for your time and assistance.

Very truly yours,

(redacted)

cc: (redacted)