9411006 Informal Interpretation

November 21, 1994

VIA FACSIMILE TRANSMISSION AND

FIRST CLASS MAIL

John M. Sipple, Jr.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Re: Interpretation of the Securities Underwriter Exemption
(16 C.F.R. 802.60) Under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976

Dear Mr. Sipple:

Further to our telephone conversation on Wednesday, November 9, 1994, I write to confirm that the Premerger Notification Office of the Federal Trade Commission (the FTC), after consultation with the Securities and Exchange Commission, now interprets the term securities underwriter, as that term is used in Rule 802.60 (16 C.F.R. 802.60), to include any person who would be deemed to be an underwriter under any provision of any of the federal securities laws or the rules and regulations promulgated thereunder. Accordingly, you stated that the FTC no longer limits the Rule 802.60 exemption to purchases made directly from the issuer of the acquired voting securities, but, rather, would apply that exemption to any acquisition of voting securities from any source if that acquisition is made by a person who or which would be deemed to be an underwriter as discussed above, provided that the other requirements of Rule 802.60 are satisfied.

Thank you again for your attention to this matter.

Yours truly(redacted)

(Redacted)