9207011 Informal Interpretation

July 24, 1992

VIA PANAFAX (202) 326-2050

Premerger Notification Office
Room 303
Federal Trade Commission
Washington, D.C. 20580

Attention: Dick Smith

Dear Mr Smith:

This is a request pursuant to 16 C.F.R. 803.30 for an informal interpretation of the Hart-Scott-Rodino Antitrust Improvements Act.

In response to your phone call on July 22, I have modified my July 22 letter to you by adding the sentence in parentheses in the next paragraph. I have also deleted the request that your interpretation be in writing.

I would appreciate it if you would confirm that the following transaction which we discussed over the telephone on July 17, 1992 would require the filing of only on FTC Form C 4 and the payment of only one $20,000.00 filing fee.. (Redacted) owns 100% of the capital stock of (redacted). Our client, (redacted), through one or more subsidiaries, will acquire 100% of the capital stock of (redacted) from (redacted) and, simultaneous with such acquisition, will enter into a 50/50 joint venture agreement with (redacted) and such joint venture will acquire all of the capital stock of (redacted), The joint venture will be a partnership solely comprised of (i) (redacted) and (ii) either (redacted) or one or more of its subsidiaries.) Each of the acquisitions, if considered separately, will meet the criteria of 15 U.S.C. 18a(a) and will not be exempted by 15 U.S.C. 18a(c) or 16 C.F.R. Part 802.

Please confirm our recent telephone conversation in which you advised me that these transactions would require the filing of only one FTC Form C 4 (which filing would encompass both acquisitions.) and one $20,000.00 filing fee.

Although I did not make this request in my July 22 letter, I would also like to know if we could send the FTC Form c 4 and filing fee to your attention so that we can be sure no questions will arise as to why we filed only one form and only one filing fee.

I look forward to hearing from you. If I am not available when you call, you can also ask for (redacted) of our firm. Thank you for your assistance.

Sincerely,

(redacted)