9301008 Informal Interpretation

VIA TELECOPIER/

REGULAR U. S. MAIL

Mr. Victor Cohen
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
Washington, D.C. 20580

Dear Victor:

Confirming our telephone conference yesterday, I understand that, with respect to the acquisition of [redacted], such acquisition would be exempt under FTC Rule 802.51(b) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 if the acquisition will not confer control of (i) an issuer which holds assets located in the United States having an aggregate book value of $15 million or more or (ii) a U.S. issuer with annual net sales or total assets of $25 million or more. My understanding is that the exemption under Rule 802.51(b) is available even if the acquiring and acquired persons do not meet the aggregate annual sales and total assets tests under Rule 802.51(d).

Please call me collect at [redacted] immediately if my understanding of Rule 802.51 as discussed above is not correct. Thank you for your kind assistance.

Yours truly,

[redacted]

cc: [redacted]