8912014 Informal Interpretation

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Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re:Request for Informal Interpretation of The Filing Requirements Under The Hart-Scott-Rodino Antitrust Improvements Act of 1976

Dear Ms. Ovuka:

With regard to the request for an informal interpretation of the filing requirements that we discussed earlier today, I have one clarification and one change to the letter I sent to Mr. Sipple. I have enclosed a copy of the letter to Mr. Sipple for your convenience.

The clarification relates to page 3, the first full paragraph. The Partnership now owns the stock of six corporations. Three are not active and will be transferred for nominal consideration ($1.00) to a company controlled by my client, Mr. (redacted) 21% of the stock in each of the other three corporations will be transferred to a company controlled by Mr. A for a total price of between $500,000 and $3,000,000.

The change relates to page 2, the second full paragraph. For business reasons, Mr. B, the brother of my client, will not take a 10% partnership interest in the Partnership. My client, Mr. A, and the limited partnership controlled by Mr. A, will be the sole partners of the Partnership after the withdrawal of Savings.

As I said this morning, the parties are now in litigation over the Partnership and are attempting to settle the litigation through the withdrawal of savings from the partnership as described in my letter to Mr. Sipple. Any guidance we can receive on our obligations to file under Hart-Scott-Rodino and observe the statutory waiting time is appreciated.

Sincerely,

Enclosure

cc: (redacted)