Question
(redacted)
October 23, 2000
BY FACSIMILE
Michael Verne
Federal Trade Commission
Premerger Notification Office
Room 303
Washington, D.C. 20580
Re: (redacted) Corporation 4(c) Document Search
Dear Mr. Verne:
This letter will confirm our telephone conversation on October 19, 2000 regarding the preparation of the Hart-Scott-Rodino filing in connection with ( redacted ) proposed acquisition (redacted). Specifically, (redacted) and I phoned you to discuss the scope of the 4(c) search, in light of certain facts and circumstances regarding previous negotiations between (redacted) and (redacted) that broke down in June 1999. Both (redacted) and (redacted) sought advice about whether the facts in this evidence a "clean break" between negotiations, so that the 4(c) search in connection with this transaction can be properly limited to recent negotiations, not including the time period in which there were prior unsuccessful negotiations.
During our phone conversation, we advised you that last year (redacted) and (redacted) engaged in negotiations that resulted in an offer by (redacted) to acquire (redacted). On (redacted) (redacted) Board of Directors met and rejected (redacted) offer. All of these event, including the breakdown of negotiations and rejection of the offer, were widely reported in newspapers and documents in (redacted) internal Board minutes.
Many months passed where there were no further substantive discussion between the parties with respect to any potential merger, acquisition or other combination. Some time between April and June of this year, high level discussion about a potential merger of acquisition took place between the parties' Chairmen. As a result of these discussion and negotiations (redacted) and (redacted) entered into an Agreement and Plan of Merger, dated as of October 15, 2000.
Based on the facts that we discussed, you advised us that there is enough evidence to support a "clean break" in negotiations that occurred between the parties in 1999 and the current transaction. Consequently, submission of 4(c) documents in connection with this transaction properly excludes document prepared in connection with the unsuccessful negotiations that ended in June 1999. Of course, if there are any materials that were generated during the 1999 negotiations that were used and attached to 4(c) documents create during current negotiations we will submit those document as well.
Please contact me promptly at (redacted) in the event that your understanding of our telephone discussion varies in any way from mine. We truly appreciate you time in addressing this important issue.
Sincerely Yours,
(redacted)
cc: (redacted)