Question
(redacted)
December 7, 2000
VIA FACSIMILE
Michael Verne, Esq.
Federal Trade Commission
Premerger Notification Office
Bureau of Competition
6th Street & Pennsylvania Avenue, NW
Washington, D.C. 20580
Re:Premerger Notification Act - Confirmation of No Filing Determination
Dear Mr. Verne:
Thank you for your advice and assistance in determining that, based on the information I provided to
you by facsimile regarding a transaction, the parties to the transaction are not required to comply with
Premerger Notification Act requirements.
During our telephone conference this morning, you advised that transactions involving non-stock
corporations are purely asset transactions and that control is always determined in accordance with
801.1(b)(2) (contractual right to appoint board members). You concluded that in our transaction,
since the Buyer is not contractually able to appoint 50% or more of the Board of Directors of Target,
There is no change in control and no filing is necessary.
If the conclusions that I have describe in this letter are not consistent with our conversation, please
contact me at your earliest convenience.
Thank you again for your time and helpful advice.
Very truly yours,
(redacted)
(redacted)