Question
(redacted)
July 11, 1985
Wayne Kaplan, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580
Re:Acquisition of (redacted)
Dear Mr. Kaplan:
On January 2, 1985, notice was provided to the parties of the Federal Trade Commissions approval of the above referenced acquisition.
As described in the original submission to the Commission, the terms of the approved transaction contemplated the acquisition, by a company of which the (redacted) is the ultimate parent entity, of One Hundred Percent (100%) of the shares of (redacted). The parties to this transaction were (redacted), its current shareholders and a company of which (redacted) is the ultimate parent entity. The transaction was, however, never brought to completion.
A new agreement has now been entered into between (redacted), its current shareholders and a company of which (redacted) is the ultimate parent entity. Under this agreement, (redacted), as the ultimate parent entity, will initially acquire a Sixty Percent (60%) interest in (redacted) with various options to acquire an additional Thirty Percent (30%) interest for a total of Ninety Percent (90%). Shares in (redacted) which are not initially acquired by (redacted) or are not thereafter acquired by (redacted) pursuant to the options, will remain with the current shareholders or be purchased by (redacted).
Based on your recent conversation with (redacted), counsel for (redacted), it is our understanding that a new premerger notification form does not have to be filed, given that there are no antitrust ramifications arising from the revised acquisition.
We appreciate your assistance on this matter.
Sincerely,
(redacted)
(redacted)
STAFF COMMENTS: OK WEK 7/18/85