9208005 Informal Interpretation

August 19, 1992

Mr. Victor L. Cohen
Federal Trade Commission
Premerger Notification Office
Room 310
6th Street & Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Mr. Cohen:

I am writing to confirm your advice that our client (redacted) in his role as (redacted) need not make a premerger notification and report form filing in connection with a proposed sale of assets.

On April 23, 1991, the Supreme Court of the (redacted) after finding that the transaction of further business by (redacted) would be hazardous to its policyholders, creditors and the public, entered an order, pursuant to (redacted) appointing the Superintendent as (redacted) and directing him to, among other things, take possession of (redacted) property and conduct its business. At that time substantially all of (redacted) voting securities were owned by (redacted) a (redacted) company under the conservatorship of the (redacted). (Redacted), in turn, was a wholly-owned subsidiary of (redacted) company in bankruptcy.

Subject to the approval of the Supreme Court of the (redacted), (redacted) seeks to implement a (redacted) which provides for the sale to (redacted). I understand from our telephone conversation that, since this sale is being implemented by the Superintendent in his role as (redacted) and subject to court approval, no premerger notification and report form filing is required in connection with the transaction. If this understanding is incorrect, or if you need additional information, I would appreciate it if you would contact me at the telephone number set forth above.

Sincerely,

(redacted)