8301005 Informal Interpretation

(redacted)

January 7, 1983

Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580
Attention:Patrick Sharpe

Gentlemen:

We represent A, the ultimate parent entity of an acquiring person which, together

with its subsidiaries, is in the business of acquiring, owning, selling, leasing and managing

hotels, inns and hotel-casino throughout the United States. As of March 1, 1982, A

owned or leased and operated 17 hotels and managed 31 hotels partly or wholly-owned

by others. In addition, 173 hotels were operated under the name of A pursuant to

franchises granted by a subsidiary of A.

A has acquired an option to purchase all of the outstanding voting securities of

Z which, together with its wholly-owned subsidiary Y, owns the personal property and

the leasehold estate in real property comprising Hotel. Hotel, which is the only

operating asset of X and Y, is currently being managed by A. The ultimate parent

entity of X and Y is a foreign corporation, W. W, through it subsidiaries, is primarily

engaged in the businesses of insurance and various forms of real estate investment and

related activities.

The aggregate dollar value of the transaction would constitute substantially less

than 5% of the total assets of either the acquiring or the acquired person.

It is our position that the proposed acquisition should be exempt under Section

7A(c)(1) of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Section 802.1

of the rules promulgated thereunder as an acquisition of goods or realty in the ordinary

course of business. (In this regard, we rely in part on Section 802.1(a) of the rules

since the sole operating asset of X and Y is the realty and related personality constituting

the Hotel.)

While we recognize that the premerger notifications staff has expressed the belief

that the acquisition of a hotel does not, necessarily, qualify under this exemption, we

believe that the particular facts of the proposed acquisition, i.e., the nominal dollar

value of the transaction compared to the total assets of the acquiring and acquired

persons, and the nature of the real estate activities of each of the parties to the

transaction, justify the conclusion that the acquisition of the voting securities of X

should be deemed an acquisition of goods or realty in the ordinary course of the

businesses of A and W within the meaning of this exemption.

Please contact the undersigned at your earliest convenience to advise us whether

the premerger notification staff concurs with our view on this matter.