9010007 Informal Interpretation

(redacted)

October 19, 1990

Case No.:(redacted)
# of Pages:2

VIA FACSIMILE (202) 326-2050

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

Dear Mr. Sharpe:

This is to confirm our conversation today regarding the letter that we sent to you dated October 17,1990.

In our conversation, you confirmed that the only Hart-Scott-Rodino filing requirement would be byindividual A as the acquiring person and Corporation 3 as the acquired person in the "Stock Acquisition" portion of the transaction as long as the filing by Corporation 3 includes Corporations 4 and 5. Consequently, you confirmed that no separate Hart-Scott-Rodino filing would be required for the Spin-Offportion of the transaction; that is, individual A would not need to file as an acquiring and acquired personand that partnership Y and individual A would not have to file as an acquired and acquiring person,respectively.

These conclusions are subject to the Stock Acquisition and Spin-Off closing on the same day,consistent with the FTCs "continuum transaction" principle, even though partnership Y may exceed $10million in size and individual A may exceed $100 million in size for purposes of the Spin-Off.

Very truly yours,

(redacted)

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