9103003 Informal Interpretation

(redacted)

March 8, 1991

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

Re: Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("Act").

Dear Mr Elmore:

I have not contacted you for a response to my letter of October 22, 1990 because the transaction about which I first wrote you on October 1, 1990 has undergone substantial change. It has been converted from an asset purchase to a stock purchase.

To refresh your recollection, the Resolution Trust Corporation (RTC) is acting as conservator of (redacted) a failed (redacted) located in (redacted) is the owner of all of the issued and outstanding capital stock of (redacted) which in turn, owns numerous operating subsidiaries. In addition, some of the (redacted) operating subsidiaries also own and operate subsidiaries. Our client intends to purchase all of the voting securities of certain of the subsidiaries owned by (redacted) which will result its acquisition of a number of (redacted) second tier subsidiaries By the time the transaction close, we expect that (redacted) will have disposed of all of its operating assets and is unlikely to have any assets other than the capital stock of (redacted).

As I advised you last October, there is no question but that this transaction there is no question but that this transaction would be subject to the Act unless the exemption provided by Section 7A(c)(4) is applicable.

Very truly yours,