Question
Fax transmission page
(redacted)
May 19, 1998
Richard Smith, Esquire
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re:(redacted)
Dear Mr. Smith:
This will confirm our earlier telephone conversation in which I recited to the following procedural steps which will be taken to accomplish the captioned transaction:
1.(redacted) will be formed for the sole purpose of purchasing stock in (redacted) from certain management and non-management stockholder. None of the shareholders of (redacted) will own a controlled interest as defined in 16 CFR 801.1(b). Each of the shareholders of (redacted) will own less than $15 million in voting securities.
2.(redacted) will raise approximately $27 million in cash through equity investments by its shareholders and borrowings. Virtually all of the cash raised will be utilized by (redacted) to purchase approximately 75-80% of all outstanding (redacted) stock currently held by (redacted) and others (redacted) sales and assets are both below $100 million.
It is my understanding that the formation of (redacted) will not be a reportable event because each of (redacted) shareholders will hold less than $15 million in its stock. It is also my understanding that the purchase of (redacted) stock by (redacted) would not be reportable because neither (redacted) sales or assets exceed $100 million. The asset and volume levels of (redacted) shareholders will not be considered because due to their ownership of less than 50% of (redacted) stock, they will not be considered the ultimate parents of (redacted).
It is my further understanding that the subsequent merger of (redacted) also exempt from reporting because of the size of the parties.
As your earliest convenience, I would appreciate your calling me (redacted) to confirm that, in fact, it will not be necessary to file a Pre-Merger Notification Form in connection with the transactions outlined above. Thank you very much for your assistance and for your attention to this matter.
(redacted)
cc: (redacted)