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Date
Rule
Form Item 5
Staff
Michael Verne
Response/Comments
Substantially all may leave behind some incidental assets such as cash or accounts, but would include all of the operating assets of the entity. If the product deleted generated revenues in 1997 they should be include in Items 5(a) & 5(b)(i) as well as 5(b)(ii).

Question

From:(redacted)
Sent:Wednesday, August 18, 2004 11:09 AM
To:Verne, B. Michael
Subject: Products deletedquestion

Dear Mike,

We have a situation where a company preparing an HSR form was in business in1997 but sold off their main business in 2001 and is currently generatingrevenues under other NAICS codes. The company essentially sold a division, anddid not sell an entire entity in 2001. As I mentioned, the same company isoperating today, in a separate line of business. I see under Instruction5(b)(ii) that "products deleted by reason of dispositions of assetsconstituting less than substantially all the assets of an entity since 97should be listed in Products Deleted." Is there a bright line for"substantially all the assets?" I'd like to clarify whether any 1997revenues from the pre-2001 NAICS codes should be provided while also listingthat NAICS in 5(b)(ii) Products Deleted.

If you need anyclarification on the above question, I can be reached at (redacted).

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