8607004 Informal Interpretation

(redacted)

July 21, 1986

Wayne Kaplan, Esq.
Premerger Notification Office
Bureau of Competition - Room 303
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Kaplan:

I am enclosing a copy of an outline of the transaction that (redacted) and I discussed with you last week.

As set forth in the outline, we would be interested in receiving an interpretation of the obligations of a foreign company reporting revenues under Item 5 of the Form.

Sincerely,

(redacted)

Enclosure

Outline of Transactions

A foreign person (Company A) intends to acquire either the assets or voting securities of a United States issuer, under circumstances where the size of person and size of transaction tests are met. In responding to Item 5 of the Premerger Notification and Report Form, the following questions arise:

(1) Does Company A report revenues for goods manufactured by it outside the United States and sold by it to its subsidiaries in the United States?

(2) Does Company A report revenues for goods manufactured by it outside the United States and sold by it directly to non-affiliated entities in the United States?

(3) If Company A has a sales office in the united States through which a purchaser places an order for goods manufactured outside the United States, does Company A report revenues for that sale into the United States? Does it make a difference in such a case whether the sale is invoiced and paid inside or outside the United States?

(4) If any transaction described in paragraph 1 through 3 above must be reported, is a manufacturing or non-manufacturing SIC codes used?

(5) If Company A sells goods to a United States subsidiary, which then either (i) sells the same goods to a second subsidiary, which then sells the goods to a non-affiliated United States entity or (ii) sells the same goods to a non-affiliated United States entity, which revenues must Company A report? What kind of SIC code would be used for any report that is necessary?

(6) Is the presence or absence of value added a relevant consideration in determining whether an intracompany transaction must be reported?