8612009 Informal Interpretation

(redacted)

December 15, 1986

Ms. Adie Williams
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303\
Washing ton, D.C. 20580

Re:

Dear Ms. Williams:

Confirming our conversation this afternoon, we represent an entity with sales or assets in excess of $100,000,000 which intends to purchase a 50% interest in an on-going partnership, from an entity with sales or assets in excess of $10,000,000, for a purchase price which exceeds $15,000,000.

In reliance on our telephone conversation, I have advised the client that notwithstanding satisfaction of the Size of Person and Size of Transaction tests, the transaction is not reportable under the Antitrust Improvements Act of 1976 (15 U.S.C. 18a; the Act) because it involves neither the purchase of Assets nor the purchase of Voting Securities as those terms are defined in the Act and the implementing regulations issued by the Federal Trade Commission.

The client plans to consummate the purchase before December 31, 1986. Therefore, I would appreciate a call at your earliest convenience confirming that as described in this letter, the transaction is not subject to that Acts notification and reporting requirements.

Best Wishes.

Yours truly

(redacted)

cc: (redacted)