Question
(redacted)
July 12, 1988
BY FEDERAL EXPRESS
John Sipple
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
6th & Pennsylvania Avenue, NW
Room 303
Washington, D.C. 20580
Dear Mr. Sipple:
This letter confirms our July 1,2 1988 telephone conference call, which also included (redacted) In this conversation, we discussed the transaction which was described in detail in my June 30, 1988 letter to Victor Cohen. You advised us that (assuming all relevant facts are accurately described in that letter) because the partnership which is presently (redacted) ultimate parent entity will cease to be such at the time when (redacted) stock is exchanged in part for certain assets of the seller, the partnership will never be deemed to hold the assets to be acquired and will not be the acquiring person. Accordingly, we need not look beyond (redacted) to determine if the size of person test is met on the buyers side of the transaction. Because (redacted) ir less than a $10 million person, the transaction which the parties plan to consummate within the next one to two months is not reportable.
In reliance upon this conversation, our firm will be giving an opinion that the planned transaction is not reportable under the Hart-Scott-Rodino Act, and the parties will not file a premerger notification report with respect to it. If , I have misunderstood or misdescribed the conversation in any way, please advise me of this as soon as possible.
Yours truly,
(Redacted)
(Redacted)
cc:(redacted)