9401010 Informal Interpretation

January 25, 1994

Mr. Hy David Rubinstein
Staff Attorney, Pre-Merger
Notification Section
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Re: Treatment of Tenants-In-Common for Purposes of Size of Person Test

Dear Hy:

I am writing to confirm my understanding, based on our recent phone conversation, that persons holding real estate as tenants-in-common are treated as a group, and that each of the persons comprising the group is therefore looked at separately when applying the size of person test. Our discussions were based on the following facts:

1. The transaction is an asset sale. Some of the assets are owned by a corporation, and others by its shareholders.

2. The assets to be sold by the corporation are a (redacted) and certain (redacted).

3. The shareholders are selling (redacted) (different from the corporations (redacted)) that they hold as tenants-in-common. Each of the shareholders is a natural person, a trust or a partnership.

4. The value of the (redacted) to be sold by the shareholders as tenants-in-common exceeds $100 million, but the interest of each shareholder in that (redacted) is valued at less than $100 million.

5. The buyer and the seller corporation are each $10 million persons, but neither is a $100 million person.

I understand from you that in the above-described situation, no Hart-Scott-Rodino filing is required because the selling shareholders are treated as a group within the meaning of 16 C.F.R. 801.1(a)(2), as amended by 48 C.F.R. 34428 (July 29, 1983). I understand further that if the buyer is a $100 million person, then we will have to prepare filings for the buyer, the selling corporation, and each shareholder that is a $10 million person in its own right. Please let me know if my understanding is in any way incorrect.

Very truly yours,

(redacted)

(redacted)

(redacted)