Question
(redacted)
September 5, 1985
Mr. Dana Abrahamson
Federal Trade Commission
Sixth Street and Pennsylvania Avenue Northwest
Washington, D.C. 20580
Dear Mr. Abrahamson:
This letter is written to confirm our August 29, 1985 telephone conversation concerning instructions for preparing a Premerger Notification Report, to be filed in the near future.
Our client is the ultimate parent entity of a corporation formed a few months ago. In the spring of this year, the newly-formed corporation (the Subsidiary) acquired substantially all of the assets of an operating division of another corporation, and is carrying on its business. Our client now proposes to purchase, through one or more separate and to-be-formed corporations, a business (the Target), the assets of which are held by another ultimate parent entity. The Target is engaged in the same lines of commerce as the Subsidiary.
You have confirmed the following reading of Section 5 and 7 instructions for the Premerger Notification Report:
1. Because the Subsidiary merely acquired assets of an operating division, it did not acquire an entity within the meaning of the general instructions of Section 5. Therefore our client need not report 1977 revenues of the business which the Subsidiary acquired.
STAFF COMMENT: No - 77
2.Items 5(b)(i) and (ii) seek revenues for the most recent year, i.e., the year ended December 31, 1984, not the Subsidiarys 1985 revenues.
STAFF COMMENT: need info in 5(b)(ii)
3.Item 7 seeks information concerning overlapping revenue receipts only during the most recent year. Since the Subsidiary did not begin receiving revenues in the same SIC codes as the Target until after the most recent year ended, we need not respond to this item.
If I have misunderstood the instructions or our conversation, please call me promptly.
Yours truly,
(redacted)
(redacted)
STAFF NOTES: Upon later review, an acquisition of substantially all of the assets of an entity would require that the entity be included within the person so that the base year data for that later acquired entity should be provided for that person. WEK 3/18/87