Question
December 11, 1995
VIA FACSIMILE NO. (202) 326-2624
Nancy Ovuka, Esq.
Federal Trade Commission
Premerger Notification Office
Bureau of Competition
Sixth and Pennsylvania Avenue, N.W.
Room 303
Washington, D.C. 20580
Re: [redacted]
Dear Ms. Ovuka:
The purpose of this letter is to confirm our conversation wherein you indicated that the following transaction is exempt from the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S..C. 18a) and the rules and regulations promulgated thereunder (the "Act"), including without limitation, all pre-merger notification and filing requirements of the Act. We understand that you will promptly advise us if notification and filing is required.
The proposed transaction is described as follows:
[redacted]is contemplating the purchase of substantially all of the assets of corporation [redacted]. For purposes of this letter, it can be assumed that the ultimate parent entity of [redacted] is engaged in commerce and has annual net sales or total assets of $100 million or more, and that [redacted] has total assets and annual net sales of $10 million or more. Both are engaged in the business and the State of [redacted].
As a result of the transaction [redacted]will be acquiring the following assets of which have the approximate values set forth below:
[redacted]
ASSETS
AMOUNT
1. Land (owned in fee or the subject of options to purchase in favor of [redacted] $7,300,000
2. [redacted] $2,000,000
3. Work in Process in various stages of construction owned by [redacted] $9,100,000
4. Furniture, Equipment, Motor Vehicles, Leasehold Improvements, Accounts Receivable and Cash $2,000,000
Unless we hear from you to the contrary, we will be (i) relying upon your interpretation that this transaction is exempt from the Act and that no pre-merger notification or filing will be required for the above-described transaction, and (ii) proceeding with consummation of the transaction.
Once again, thank you for your very prompt response to our questions, and your overall helpful attitude.
Very truly yours,
cc: [redacted]