Question
(redacted)
February 12, 1988
VIA FEDERAL EXPRESS
Wayne Kaplan, Esq.
Federal Trade Commission.
Premerger Notification Office
Bureau of Competition
Sixth and Pennsylvania Avenue, N.W.
Room 303
Washington, D.C. 20580
(redacted)
Dear Wayne:
SEE File # 8802005
This letter is further to my letter to you dated February 9, 1988 and our subsequent telephone conversation with respect to a proposed transaction involving (redacted).
The September 1984 transaction described in my February 9, 1988 letter was effected by the purchase by (redacted) of all of the voting stock of (redacted) (the name of which was subsequently changed to (redacted)), which owned approximately 73% of the common stock of (redacted). (redacted) was formed (redacted) in 1984 solely for purposes of acquiring (redacted). Its sole assets consist of the stock of (redacted) and a de minimis amount of cash. It has engaged in no business activities since its formation other than the holding of the common stock of (redacted).
(redacted) was formed in 1979. Its only assets consist of the common stock of (redacted) and certain undeveloped properties having a value of approximately $1.4 million. Since September 1984 (redacted) has engaged in no business transactions other than holding the common stock of (redacted).
You have correctly noted that the issuer originally acquired is technically not the identical issuer which is being reacquired. Under these circumstances, however, I believe that Rule 802.21(b) should provide an exemption from filing on the proposed transaction, since (redacted), the entity whose voting securities were acquired in the September 1984 transaction, was and is nothing more than a conduit for the ownership by (redacted) of the voting securities of (redacted) and has conducted no other significant business operations.
Please give me a call at (redacted) at your convenience.
(redacted)
(redacted)
STAFF COMMENTS: In legal (?) of the identity of (redacted) the writer was advised that 802.21 can be construed to exempt the subsequent acquisition of (redacted) voting securities.
WEK 2/16/88