8403001 Informal Interpretation

(redacted)

March 1, 1984

Wayne Kaplan, Esq.
Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Kaplan:

Thank you for taking the time earlier today to discuss with me a question of applicability of the Hart-Scott-Rodino notification requirements. I am writing this letter to confirm my understanding of the advice that you gave me.

I described the following situation: Corporations X and Y agree that (1) Y will sell to X the 82% of the stock of Z currently owned by Y, and (2) X will, by tender offer, attempt to acquire the remaining 18% of the stock of Z currently held by the public. The 18% of the stock of Z currently held by the public would be valued, under Premerger Notification rule 801.10(a), at less than $15 million. The acquisition of that 18% (or such lesser amount as is tendered) would not bring the value of Xs holdings in Z to above $15 million. You confirmed my belief that, under these circumstances, the Hart-Scott-Rodino requirements would not apply to the tender offer portion of the transaction, whether it is consummated before or after Xs purchase of stock from Y. (Of course, I recognize that those requirements would apply to the purchase from Y.)

Please advise if any of the foregoing is inaccurate.

Thank you very much.

Very truly yours,

(redacted)

(redacted)