9510011 Informal Interpretation

Date

October 1, 1995

Rule

802.40; 801.40

Staff

John Sipple

Response/Comments

Advised the requestor that the change in structure does not alter the advice previously given. The transaction is still exempt under 802.40. Although the contributor in question is contributing additional operations, it will stay in business in what appears to be a meaningful way and will continue to participate in a significant manner on the ongoing operations of the newly formed nonprofit joint venture corporation.

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Question

October 30, 1995

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

Re: (redacted)

Dear John:

This letter is a follow up to my letter of May 19, 1995, to you regarding the proposed affiliation of certain (redacted) related businesses of (redacted) and (redacted) Inc. After reviewing my earlier letter, which described the transaction, you concluded that the transaction involved the formation of a not for profit joint venture corporation and was not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a. Now, the parties have proposed changes to the transaction as described in my original letter, a copy of which is attached.

Under the revised transaction structure, (redacted) would contribute, in addition to the assets described in my original letter, (redacted) would retain the (redacted) with assets of $32.9 million.

The parties do not believe that these changes affect reportability under the Hart-Scott-Rodino Act, but they would like to confirm this assessment with your office. Once you have had an opportunity to review these changes, please call me with your comments.

Very truly yours,

(redacted)

Enclosure

cc: (redacted)

GRAPHS

9510011 Informal Interpretation

Question

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