Question
[redacted]
August 8, 2000
Via Facsimile 202-326-2624
Michael B. Verne
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
6th Street and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Re: Hart-Scott-Rodino Filing
Dear Mr. Verne:
This letter is to confirm our understanding of Rule 801.1(a)(2), as issued by the FTC under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), which reads, in part, as follows:
Provided, however, that term "entity" shall not included . . . the United States, any of the States thereof, or any political subdivision or agency of either (other than a corporation engaged in commerce).
In our recent telephone conversation, you explained that under Rule 801.1(a)(2), a political subdivision or government agency never an "entity", even, if in corporate form. You further explained that the phrase "corporations engaged in commerce" refers to corporations owned by political subdivisions or agencies, but not the political subdivisions or agencies themselves.
Accordingly, because an agency or political subdivision (even if in corporation form) is never an entity within the meaning of the FTC Rules 801.1(a)(2), an acquisition directly by or from a political subdivision or governmental agency is not subject in the premerger notification filing requirements under the HSR Act.
Thank you for your time and consideration.
Very truly yours,
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