8311008 Informal Interpretation

(redacted)

November 15, 1983

Patrick Sharpe, Esq.
Premerger Notification Office
Federal Trade Commission
Washington, D.C. 20580

Re: Premerger Notification: Joint Venture

Dear Mr. Sharpe:

This letter is to confirm a qualification to my letter of November 8, 1983 (copy enclosed).

In a telephone conversation on November 14, 1983, you confirmed the accuracy of points one through four made in my letter of November 8, 1983 but stated that point five should be qualified in the following manner:

5.Subsequent to the formation of a corporate joint venture (C) by two parents (A and B), each holding 50% of the stock of C, the acquisition by C of a plant from A that was not contemplated by the original formative agreements would be regarded as an intra-person transaction as between them. Nevertheless, the transaction would be reportable as between A (the acquired person) and B (the acquiring person) since B is an ultimate parent entity of C and not within the same person as A. My hypothetical assumes that the size-of-the-parties and size-of-the transaction tests have been met.

Please let me know immediately if my understanding is incorrect. I would appreciate it if you would acknowledge receipt of this letter by stamping the enclosed copy and returning it to me in the pre-addressed envelop, also enclosed.

Thank you for your assistance in this matter.

Sincerely,

(Redacted)

(Redacted)