Question
(redacted) (redacted)
June 27, 1984
Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580
Attn: Wayne Kaplan, Esq.
Dear Sirs:
We are counsel to (redacted) has entered into an agreement with (redacted) to purchase from (redacted) certain real property located in (redacted) (the Premises), for a purchase price of $21,500,000, and Wayne Kaplan of your office was advised in a telephone conversation on June 4, 1984 with (redacted) of this firm.
(Redacted). The Premises are being purchased b (redacted) for ownership, development and leasing similar to its other properties.
We understand that the Premises have been used by (redacted) as a manufacturing facility for (redacted) that owns and operates numerous manufacturing and other facilities, and that the Premises represent less than one (1%) percent in value of (redacted) assets.
Our client and (redacted) believe that the transaction is exempt from the premerger notification requirements of 15 U.S.C. 18a since it is an acquisition made in the ordinary course of business of both transfer and transferee, as contemplated by 15 U.S.C. 18a(c)(1).
(Redacted) (Redacted)
June 27, 1984
Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580
Attn: Wayne Kaplan, Esq.
Dear Sirs:
This will confirm the telephone conversation today between Wayne Kaplan of your office and (redacted) of this firm concerning our letter to your dated June 27, 1984 (the June 27 Letter) as follows:
1. Supplementing the second paragraph of the June 27 Letter, to be advised that our client, (redacted) has informed us that it is not engaged in any manufacturing operations other than those (redacted).
2. Mr. Kaplan is refraining from expressing any opinions as to whether or not the transaction which is the subject of the June 27 Letter is in the ordinary course of business of (redacted).
3. It is the practice of your office to review inquiries such as ours on behalf of both the Federal Trade Commission and the Department of Justice, with no separate filing necessary for the Department of Justice; and
4. Although it is not the practice of your office to issue written confirmation of exemption as requested by the June 27 Letter, a member of your staff will place a telephone call to (redacted) at this office on or before July 10, 1984 if the transaction is not exempt from the premerger notification requirements of 15 U.S.C. 18a, it being understood that the parties shall be free to consummate the transaction without any filing under said statute unless (redacted) receives such call.
Very truly yours,
(Redacted)
Via Express Mail
(redacted)