9110004 Informal Interpretation

October 2, 1991

John Sipple

Premerger Notification Office

Bureau of Competition

Federal Trade Commission

6th & Pennsylvania Avenue, NW

Room 303

Washington, D.C. 20580

Re: Hart-Scott-Rodino Act Advice

Dear John:

This will confirm the advice received on October 1, 1990 regarding the interpretation of Exemption 6, 15 U.S.C. 18a (c)(6). The question involved an acquisition of one rail carrier by another, in which the transaction would be implemented through a voting trust during the pendency of proceedings before the Interstate Commerce Commission. The FTC/DOJ staff position is that Exemption 6 applies, and no HSR filing is required where the application to the regulatory agency is filed prior to or contemporaneously with the closing on the sale and transfer to the voting trust.

Sincerely,

(redacted)