9011001 Informal Interpretation

(redacted)

November 5, 1990


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

Attention:John Patrick Sharpe

Re:Premerger Notification Requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976

Dear Mr. Sharpe:

This will confirm our telephone conversation on October 31, 1990, which arose out of our earlier conversations and my letter to you of October 24, 1990. You had concluded that, under the circumstances presented, we would need to add together the following amounts in order to determine whether the $15,000,000 threshold had been met:

1.The amount being paid to the Selling Division in this transaction for assets other than inventory.

2.The amount of premium which is being added to the inventory purchases between now and the closing date.

STAFF COMMENT: OK in the context of 4

3.The amount of all assets purchased by the buyer from the Selling Division (other than inventories in the ordinary course of business) during the 180-day period immediately preceding the date of the letter of intent or the date of the asset purchase agreement.

4.That portion of the amount of inventories purchased by the buyer from the Selling Division during the 180-day period immediately preceding the date of the letter of intent or the date of the asset purchase agreement, which the buyer estimates it will have on hand on the closing date of the transaction.

If this is not accurate, or if you should have any further questions, please let me know.

Sincerely,

(redacted)

(redacted)

STAFF COMMENTS: Called (redacted) 11/7/90, I concur

RS concurs