8305001 Informal Interpretation

Premerger Notification Office
Room 301
Federal Trade Commission
Washington, D.C. 20580

Attention:Wayne Kaplan

Gentlemen:

The purpose of this letter is to confirm con-

clusions reached in a telephone conversation between Wayne

Kaplan of your office and the undersigned on (redacted)

concerning the size-of-the-parties test under the Hart-

Scott-Rodino Antitrust Improvements Act (the Act) as it

applies to a proposed acquisition by our client described

below.

Our client, an individual, proposes to acquire a

company (the Target Company) which has annual net sales or

total assets of (redacted) or more. To effect this acqui-

sition, our client will form a new corporation (the Acquiring

Company) to which he will contribute approximately (redacted)

of equity capital. Our client will own 100% of its stock.

The Acquiring Company will not have a regularly prepared

balance sheet available prior to its proposed acquisition.

To finance the acquisition, the Acquiring Company

will obtain a loan from a third party in the principal

amount of approximately (redacted). This loan will be

secured by assets of the Target Company. These monies,

together with the contributed capital of approximately

(redacted) and a note of the Acquiring Company in the principal

amount of approximately (redacted) will be used to purchase

all of the outstanding common stock of the Target Company

and to pay certain related expenses.

Our client has total assets of less than (redacted)

taking into account investment assets, voting securities and

other income-producing property that he, his wife and minor

children hold, and the assets of all entities that he, his

wife or minor children control directly or indirectly.

We understand on the basis of our telephone con-

versation that, if the proposed acquisition is complete in

the manner described in this letter, the Commission would

not take the positions that a premerger notification filing

under the Act is required, be cause our client does not meet

the size-of-the-parties test thereunder. Accordingly, we

request that you contact the undersigned immediately by

telephone at (redacted) if our understanding is

incorrect.

Very truly yours,

(Redacted)