9607006 Informal Interpretation

(redacted)

July 9, 1996

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

Re:

Dear Mr. Smith:

This letter confirms our telephone conversation of July 8, 1996, in which you advised that the sale of distribution rights to motion picture films is not a reportable event under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act) and that the Premerger Notification Office would not view the following transaction as a reportable event for purposes of the Act:

Company A, a producer and distributer of motion pictures, proposes to sell to Company B, a motion picture distributor, exclusive theatrical and home video distribution rights to As catalog of films for a consideration in excess of $15 million. Both A and B meet the size-of-person test of the Act.

We also understand that, unlike the sale of distribution rights, the sale of a distribution agreement is deemed by the Premerger Notification Office to be a reportable event.

Please call me at (redacted) your earliest convenience to confirm that the above accurately reflects our conversation.

Very truly yours,

(Redacted)

cc: (redacted)