Rule(s):             802.20

Staff:                 Michael Verne

Response:         Agree

File #:                0012001

[redacted]

December 4, 2000 

VIA FACSIMILE

Michael Verne, Esq.

Federal Trade Commission

Premerger Notification Office

6^th Street & Pennsylvania Avenue, NW

Washington, D.C. 20580

Re:       Premerger Notification Act - Size of Transaction Determination

Dear Mr. Verne:

I am writing to confirm our conversation last week and tho thank you for your assistance.

During our telephone conference, you answered my question regarding the size of transaction test. Our

client (excess net sales of $100 million) is purchasing 100% of the voting securities of a manufacturing

company (net sales of $18 million). The purchase price for the securities is $7 million. You confirmed

that this transaction does not satisfy Section 7(A)(a)(3)(b).

If the conclusions that I have described in this letter are not consistent with your understanding of the

Act, please contact me at your earliest convenience.

Very truly yours,

[redacted]