9305011 Informal Interpretation

May 28, 1993

VIA HAND DELIVERY

Hy David Rubinstein, Esquire
Federal Trade Commission
Premerger Notification Office
Room 301
6th and Pennsylvania Avenues, NW
Washing ton, D.C. 20580

Dear Hy:

I am enclosing a statement from the President of (redacted), the ultimate parent entity of (redacted), which proposes purchasing 100% of the voting securities of (redacted). This is to confirm our conversation in which you indicated that based on the stated facts, this transaction would not be reportable under the Hart-Scott-Rodino Antitrust Improvements Act, codified at 15 U.S.C. 18a, and the regulations promulgated thereunder, since the size of the parties criterion is not met.

Please let me know immediately if I have in any way misunderstood your advice in this regard. Also, please let me know if you receive any filing from (redacted) regarding this transaction. Thank your for your assistance in this matter.

Sincerely,

(redacted)