8702012 Informal Interpretation

(redacted)

Linda Heban
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Re: (redacted) Acquisition of interest in (redacted)

Dear Ms. Heban:

I am writing this letter to confirm out telephone conversation of this afternoon regarding the Federal Trade Commission legal staffs response to my letter to you of February 19, 1987, in which I discussed (redacted) proposed acquisition of an interest in (redacted).

In our conversation, you asked me whether or not the irrevocable Proxies that (redacted) receive will be coupled with any interest in the (redacted) in addition to the Options and rights arising under the Convertible Note, Warrant and Debenture described in my February 19 letter. As Examples of such possible interests, you mentioned the opportunity for gain and risk of loss in stock ownership and the ability to dispose of the (redacted). I told you that the Acquisition described in February 19 letter contemplates that (redacted) will receive no other interest in the (redacted) other than interests described explicitly in my February 19 letter. You told me that, on that understanding, the staff believes that our analysis and conclusions set forth in that letter are correct.

Thank you for your assistance in this matter.

Very truly yours,

cc: (redacted)