9104010 Informal Interpretation

(redacted)

April 16, 1991

Patrick Sharp
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Re:(redacted)

Dear Mr. Sharp:

I am sorry that I missed you on Monday afternoon before you left the office. I did have a conversation this morning with Mr. (Redacted) of your office who was following up to clarify certain facts relating to my letter of April 12, 1991. This will confirm my statements to Mr. Smith as follows:

1. The transaction referenced in your files under (redacted) was consummated in accordance with the documents filed with the Federal Trade Commission in 1987.

2. Pursuant to that consummated transaction, the Board of Trustees of (redacted) initially appointed two-thirds of the Board of Trustees of (redacted) following a two-year transition period, exercised the authority to appoint 100% of the Board of Trustees of (redacted)

Accordingly, the subsequent transaction, proposed to be effective July 1, 1991, whereby the legal entity (redacted) would officially be merged into (redacted) resulting in one Board of Trustees under the (redacted) is not a change in the (redacted) ultimate control. Therefore, (redacted) confirmed that neither (redacted) is required to make a new filing under the Hart-Scott-Rodino Antitrust Improvement Act.

I sincerely appreciate your attention to my earliest letter and the cooperation of (redacted) in following up on this matter. If you require any further information, please do not hesitate to call me..

Sincerely,

(redacted)

(redacted)