Question
Premerger Notification Office
Room 301
Federal Trade Commission
Washington, D.C. 20580
Attention:Wayne Kaplan
Gentlemen:
The purpose of this letter is to confirm con-
clusions reached in a telephone conversation between Wayne
Kaplan of your office and the undersigned on (redacted)
concerning the size-of-the-parties test under the Hart-
Scott-Rodino Antitrust Improvements Act (the Act) as it
applies to a proposed acquisition by our client described
below.
Our client, an individual, proposes to acquire a
company (the Target Company) which has annual net sales or
total assets of (redacted) or more. To effect this acqui-
sition, our client will form a new corporation (the Acquiring
Company) to which he will contribute approximately (redacted)
of equity capital. Our client will own 100% of its stock.
The Acquiring Company will not have a regularly prepared
balance sheet available prior to its proposed acquisition.
To finance the acquisition, the Acquiring Company
will obtain a loan from a third party in the principal
amount of approximately (redacted). This loan will be
secured by assets of the Target Company. These monies,
together with the contributed capital of approximately
(redacted) and a note of the Acquiring Company in the principal
amount of approximately (redacted) will be used to purchase
all of the outstanding common stock of the Target Company
and to pay certain related expenses.
Our client has total assets of less than (redacted)
taking into account investment assets, voting securities and
other income-producing property that he, his wife and minor
children hold, and the assets of all entities that he, his
wife or minor children control directly or indirectly.
We understand on the basis of our telephone con-
versation that, if the proposed acquisition is complete in
the manner described in this letter, the Commission would
not take the positions that a premerger notification filing
under the Act is required, be cause our client does not meet
the size-of-the-parties test thereunder. Accordingly, we
request that you contact the undersigned immediately by
telephone at (redacted) if our understanding is
incorrect.
Very truly yours,
(Redacted)