8506005 Informal Interpretation

June 24, 1985

FEDERAL EXPRESS

Ms. Addie Williams
Federal Trade Commission
Room 303
Sixth and Pennsylvania Streets [sic], N.W.
Washington, D.C. 20580

Re: Premerger Notification Requirements

Dear Ms. Williams:

This letter will confirm our telephone conversation today in which I inquired about the definition of "acquiring person" as applied to partnerships and individuals in connection with the premerger notification requirements. In particular, in view of the definition of "person" as "an ultimate parent entity and all entities which it controls directly or indirectly:, (16 CFR 801.1(a)(1)) I requested clarification about the application of the definition of "control" in 16 CFR 801.1(b) to partnerships. You informed me that the staff's position is that a partnership is always an "ultimate parent entity." Accordingly, you stated, in defining what entity or entities constitute an "acquiring person" for purposes of applying the premerger notification requirements, a partnership will not be aggregated with any of its general partners or entities controlling its general partners.

Thank you for you assistance in this matter.

Very truly yours,

[redacted]

[redacted]

cc: [redacted]