8912003 Informal Interpretation

(redacted)

December 6, 1989

VIA HAND DELIVERY

Mr. Patrick Sharpe
Premerger Office
Federal Trade Commission
Washington, D.C. 20580

Re:16 CFR 801.01(a)(2)[sic] - Exemption of Foreign Governments from Entity

Dear Mr. Sharpe:

This is to confirm our telephone conversation of November 29, 1989.

Our client, Company A, a non-U.S. industrial corporation, is negotiating a joint venture for the United States with Company B, another non-U.S. industrial corporation. The contemplated transaction will be reportable under the Antitrust Improvements Act.

The issue we discussed on the telephone deals with the determination of ultimate parent entity in respect of A.

1.Facts: Substantially all (more than 90%) of As outstanding shares are owned by a foreign city, a municipal corporation, existing under the laws of a foreign country. The foreign city holds As shares in a separate, segregated fund identified by the name of As founder and entitled [Founders name] Foundation. This foundation is not a legal entity separate and apart from the city, but the income from this fund is earmarked solely for charitable eleemosynary and public purposes within the city.

2.Conclusion: After consulting with Richard Smith, we concluded that the ultimate parent entity in this case is A and not the city which owns A. This conclusion is based upon Section 801.1(a)(2) of the Commissions Rules which exempt from the definition of the term entity any foreign state, foreign government or agency thereof.

In reporting the contemplated transaction on behalf of A we intend to rely on the foregoing interpretation of the Commissions Rules.

Very truly yours,

(redacted)