9111011 Informal Interpretation

November 18, 1991

BY TELECOPIER

Mr. Patrick Sharpe

Premerger Notification Office

Room 303

Federal Trade Commission

Washington, D.C. 20580

Dear Mr. Sharpe:

This is to confirm the advice you provided to me over the telephone today regarding certain aspects of the Hart-Scott-Rodino Premerger Notification filing requirements for a transaction of the following description:

Foreign Corporation A intends to acquire 51% of the voting securities of foreign corporation B from foreign individuals X, Y and Z. Corporation B owns 50% of the voting securities of U.S. corporation V. The other 50% of the voting securities of corporation V are owned by foreign corporation C.

The advice you provided included the following:

a) As indirect acquisition of the voting securities of V will be treated as an acquisition pursuant to Sec. 801.30 of the premerger regulations and C is required to file a Notification and Report Form (the filing form);

b) A must provide notice to C ** and an affidavit with its filing form in accordance with Sec. 803.5 (a) of the premerger regulations;

** staff note: is this correct? or to V?

c) A should check the box in item 1(d) of its filing form captioned an acquisition subject to Sec. 801.30" and, in the space requiring A to specify the type of acquisition, A may simply put see item 2(a); and

d) failure by C to timely file will not affect the running of the waiting period.

Thank you very much for your assistance.

Very truly yours,

(redacted)