9909012 Informal Interpretation

Date

September 30, 1999

Rule

801.1(c)(1)

Staff

Richard Smith

File Number

9909012

Response/Comments

9/30/99 - We do not [sic] the reportability of the second transaction, but antitrustreview of As cto for B, which includes company C, has been made. The transferof B to D (in this case not reportable) and the immediate return of D to A will notbe deemed a reportable event, due in large part to the earlier antitrust review. RB Smith

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Question

Via Facsimile

Richard B. Smith
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Hart-Scott-Rodino

Dear Dick:

This will confirm our telephone conversation today regarding the transaction posed in my letter dated September 1, 1999 (copy attached). My question was whether the non-reportability of the sale of stock from Company A to Company D would change the analysis regarding whether Company As repurchase of Subsidiary C is a reportable event. You advised that this would not change your earlier advice that the immediate repurchase of Subsidiary C would not be subject to an HSR filing because in essence this transaction would be no different from Company A selling only to Company D those portions of Company B, except the stock of Subsidiary C.

As I explained, it appears that the sale from Company A to Company D would not be reportable because Company D would not meet the size of person test under 16 C.F.R. 801.11(c).

Thank you for your cooperation and assistance. If the above does not comport with your understanding of our conversation, please advise me immediately.

Very truly yours,

(redacted)

Enclosure

9909012 Informal Interpretation

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