9808005 Informal Interpretation

(redacted)

August 12, 1998

Ms. Nancy Ovuka
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th and Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580

Dear Ms. Ovuka:

In answer to your questions, this will confirm that the proposed transaction structure that I forwarded to you on August 11, 1998, does not involve a non-competition agreement nor the assumption of any debt on the assets to be acquired from Company A.

Otherwise, you confirmed to me that the Staff's analysis is as set forth in the letter.

Thank your again for you assistance.

Very truly yours,

(redacted)

cc: (redacted)