9906017 Informal Interpretation

June 17, 1999

Richard B. Smith
Deputy Assistant Director
Premerger Notification Office
Federal Trade Commission
6th& Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Mr. Smith:

This is to confirm our conversation yesterday regarding my client’s participation in an acquisition upon which you received a letter dated June 10, 1999 from (redacted) of (redacted).

In that letter, Mr. (redacted) stated that he represented a hospital which was going to purchase property from another hospital. Prior to the closing, the seller hospital will strip from its buildings all income producing assets, as explained in Mr. (redacted)’s letter. You confirmed in our conversation that you agreed with Mr. (redacted) that the acquisition by his hospital client was exempt as a purchase of unproductive real property under Section 802.2(c) of the Hart-Scott-Rodino rules.

The property being sold consists of several buildings. Mr. (redacted)’s hospital client will purchase a portion of the property. My client will purchase the rest of the property, which it plans to convert to residences. The portion of the property purchased by my client will also be stripped of income producing assets prior to the closing.

In our conversation you confirmed that my client’s acquisition is also exempt from a Hart-Scott-Rodino filing as the purchase of unproductive real property under section 802.2(c).

(redacted)
Richard B. Smith
Page 2
June 17, 1999

Please let me know within three (3) days of your receipt of this letter if you disagree with the above.

Thank you very much.

Sincerely,

(redacted)

(redacted)

Enclosure (redacted) letter

cc: (redacted)

(redacted)

(redacted)