8810003 Informal Interpretation

(redacted)

October 24, 1988

Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:

Dear John:

I request the advice of the Pre-Merger Notification Office on the following factual situation:

Companies A, B, and C all participate in the same general business. Company
A desires to sell 100% of its assets for a total cash purchase price of $29
million. Company B is willing to purchase approximately 50% of the assets
for a cash purchase price of approximately $14.5 million. Company A only
will sell a portion of its assets to one of these companies if the consummation
of that transaction is contingent upon the purchase of the remainder of the assets
by the other company. Company B and C are unrelated companies, with no
direct or indirect common ownership of stock or asset. After the transaction,
Company C will continue to operate totally independent and unaffiliated
businesses.

Even assuming that the size of persons test is met here, we understand in the course of conversations with Mr. Jeffrey Kaplan that these transactions would not be subject to the reporting requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976 because each acquisition would be regarded as separate and neither would satisfy the size of transaction test. If this advice is not correct, please let us know.

Thank you for your assistance.

Sincerely,

(Redacted)

cc: (redacted)