8301006 Informal Interpretation

(redacted)
January 11, 1983

Marianne Dunaitis, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Room 303
Washington, D.C. 20580

Re: Request for Informal Interpretation under Hart-Scott-Rodino Act Antitrust Improvements Act

Dear Ms. Dunaitis:

I am writing as a follow-up to my letter of December 20, 1982, and to

confirm our telephone conversation of January 7, 1983.

By way of clarification of my letter of December 20, 1982, the class Z

preferred owned by Company A is entitled to elect five of the nine directors of

Company B. In addition to its ownership of 100% of class 2 preferred of Company

B, Company A also owns approximately 20% of the outstanding common stock of

Company B, which is entitled to elect four of the nine directors of Company B. As a

result, under the formula to which you referred in our telephone conversation, the

total combined voting power of Company a with respect to Company B would be

computed as follows:

1. 260,000 class Z shares held

by Company A X 5total number of directors elected by Class Z = 55.55%

260,000 total class Z shares 9total number of directors of Company B

Outstanding

2. 20% of total common stock

by Company A X 4total number of directors elected by common = 8.89%

100% of total common 9total number of directors of Company B

Outstanding

3. Total voting power of Company

with respect to election of Directors=Approximately 64.4%

Of company B

According, inasmuch as Company A is already in control of Company B as a

result of its existing holding of class Z preferred stock of Company B, Company A will

not be required to file under the Hart-Scott-Rodino Antitrust Improvements Act in the

event it makes additional open market purchases of common stock of Company B.

I very much appreciate your assistance in this matter. If I can provide you

with any further required information, please do not hesitate to call or write.

(Redacted)