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Date
Rule
7A(a); 801.11
Staff
Richard Smith
Response/Comments
11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets would be about $81 MM. Both (redacted) and (redacted) are there own UPEs and (redacted) has no other subsidiaries or operations. I advised that it appears that it appears that both the $100MM and $10MM size tests have not been met and that no HSR filing would be required. RBSmith

Question

October 27, 1992

Federal Trade Commission
Premerger Notification
Room 303
6th & Pennsylvania Ave. N.W.
Washington, D.C. 20580

U. S. Department of Justice
Antitrust (sic) Division
Office of Operations
Room 3218 Washington, D.C. 20530
Attn: Klaine Gibbs, Esq. (sic)

Re: 15 USCA 18 (a) Notification

Dear Sir or Madam:

The undersigned represents (redacted) (hereinafter [redacted]) which is the holding company for (redacted) located in the (redacted). (Redacted) has entered into an Affiliation Agreement with (redacted) located in (redacted) (hereinafter [redacted]).

(Redacted) and (redacted) have agreed to affiliate utilizing an amendment to the (redacted) Certificate of Incorporation whereby (redacted) will become the sole member of (redacted). (Redacted) has annual revenues of approximately $60,000,000.00 and assets of approximately $80,000,000.00 while (redacted) has revenues of approximately $3,000,000.00 and assets of approximately $5,000,000.00.

We do not believe that this acquisition constitutes a transaction covered by USCA 18 (a) and we would request confirmation of that position at your earliest possible convenience.

Very truly yours,

(redacted)

cc: (redacted)

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