Question
(redacted)
January 11, 1983
Marianne Dunaitis, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Room 303
Washington, D.C. 20580
Re: Request for Informal Interpretation under Hart-Scott-Rodino Act Antitrust Improvements Act
Dear Ms. Dunaitis:
I am writing as a follow-up to my letter of December 20, 1982, and to
confirm our telephone conversation of January 7, 1983.
By way of clarification of my letter of December 20, 1982, the class Z
preferred owned by Company A is entitled to elect five of the nine directors of
Company B. In addition to its ownership of 100% of class 2 preferred of Company
B, Company A also owns approximately 20% of the outstanding common stock of
Company B, which is entitled to elect four of the nine directors of Company B. As a
result, under the formula to which you referred in our telephone conversation, the
total combined voting power of Company a with respect to Company B would be
computed as follows:
1. 260,000 class Z shares held
by Company A X 5total number of directors elected by Class Z = 55.55%
260,000 total class Z shares 9total number of directors of Company B
Outstanding
2. 20% of total common stock
by Company A X 4total number of directors elected by common = 8.89%
100% of total common 9total number of directors of Company B
Outstanding
3. Total voting power of Company
with respect to election of Directors=Approximately 64.4%
Of company B
According, inasmuch as Company A is already in control of Company B as a
result of its existing holding of class Z preferred stock of Company B, Company A will
not be required to file under the Hart-Scott-Rodino Antitrust Improvements Act in the
event it makes additional open market purchases of common stock of Company B.
I very much appreciate your assistance in this matter. If I can provide you
with any further required information, please do not hesitate to call or write.
(Redacted)