Question
March 20, 1995
BY MESSENGER
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: Spin-Off of a Subsidiary
Dear Mr. Smith:
This letter serves to confirm our conversation of Friday, March 10, 1995, concerning the extent to which the acquisition of voting stock of a wholly-owned subsidiary pursuant to a spin-off of such subsidiary by its parent corporation is reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the Act).
During our conversation you informed me that in November 1994 the Pre-Merger Notification Office reversed its position concerning shares of voting stock acquired as a result of a subsidiary spin-off. As I understand the Pre-Merger Notification Offices current position, where a parent corporation distributes shares of voting stock of a wholly-owned subsidiary to its existing shareholders as a pro rata dividend-in-kind, the acquisition of such shares of voting stock of the subsidiary is exempt from the waiting period and filing obligations under the Act pursuant to the exemption set forth in 16 C.F.R. Section 802.10.
If I have misunderstood your explanation or have miscontrued the Pre-Merger Notification Offices position, I would appreciate your contacting me as soon as possible.
Very truly yours,
(Redacted)
cc: (redacted)