8611016 Informal Interpretation

(redacted)

November 24, 1986

Victor L. Cohen
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:

Dear Victor:

This letter will confirm the oral advice you provided today on the telephone concerning the following transaction:

1. UPE A intends to acquire 100% of the voting stock in each of two independent corporations, X and Y, that are separately controlled subsidiaries of UPE B.

2. The total aggregate acquisition price is less then $15 million.

3. Neither X nor Y, considered separately, has annual net sales or total assets of $25 million or more. Thus, as a result of the transactions, A would not control any issuer which, together with all entities which it controls, has annual net sales or total assets of $25 million or more. 16 C.F.R. 802.20 (b).

4. If aggregated, the combined annual net sales of subsidiaries X and Y would slightly exceed $25 million.

You advised that the net sales of the two subsidiaries X and Y should not be aggregated for purposes of 802.20 (b), and that therefore this exemption applied and no filing would be required.

Very truly yours,

cc: (redacted)