9612003 Informal Interpretation

(redacted)

December 6, 1996

BY TELECOPIER

Richard B. Smith, Esq.
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
Sixth St. & Pennsylvania Ave., N.W.
Washington, D.C. 20580

Dear Mr. Smith:

Following up on our conversation a few minutes ago, enclosed is a diagram showing the transaction parties and other relevant facts. The question is whether A Sub Twos acquisition of Company Bs 1 percent partnership interest in Partnership One involves any H-S-R reportable transaction. My analysis is that there is no reportable transaction for the following reasons:

(1)As interpreted by PMN, a partnership interest is neither an asset nor a voting security within the meaning of the H-S-R Act (e.g., 52 Fed. Reg. 20061 (May 29, 1987)), although a person who acquires 100 percent of the partnership interests in an existing partnership is deemed to acquire the assets of the partnership.

(2)In this instance, while A Sub Two will, as a result of the acquisition of Company Bs 1 percent partnership interest in Partnership One, hold all of the outstanding partnership interests in Partnership One, Partnership One owns nothing other than a partial partnership interest in Partnership Two. Because a partnership interest is not an asset within the meaning of the Act, Partnership One has no assets and A Sub Twos acquisition of the remaining 1 percent partnership interest in Partnership One is not a reportable transaction.

(3)Because the addition of Partnership Ones partnership interest in Partnership Two to those already held by Company A will not result in Company A holding all of the partnership interests in Partnership Two, Company A will not be deemed to be acquiring Partnership Twos assets.

I will greatly appreciate your reviewing this transaction and letting me know whether my conclusion is correct.

Very truly yours

(redacted)

[Diagram see pdf file]