Question
(redacted)
Joseph Price, Esq.
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washing ton, D.C. 20580
Re: Acquisition of (redacted)
Dear Mr. Price:
This letter supplements our telephone conversations yesterday and today in which we responded to your inquiry concerning the Informational Memorandum prepared by (redacted) referred at page 3 of the Letter of Intent submitted as Attachment 1 to the Premerger Notification Forms filed by both parties to this transaction.
As we have discussed, we do not believe that this document was required to be submitted in response to Item 4(c) of the Premerger Notification Forms by either (redacted) The Instructions to that Form state clearly that a 4(c) document must be a document that was prepared for the purpose of evaluating or analyzing the acquisition. (Emphasis added) The Commissions Premerger Notification Compliance Guide as well as the Statement of Basis and Purpose which accompanied the Premerger Notification Regulations, also emphasize that a 4(c) document includes only those documents prepared in connection with the reported acquisition. (Emphasis added) 43 Fed. Reg. 33,525 (July 31, 1978). The financial data about the company. However, the document was not prepared for the purpose of analyzing or evaluating (redacted) acquisition by (redacted) nor was it prepared in connection with (redacted) acquisition of (redacted) Nothing in the document analysis or evaluates the competitive effect of (redacted) acquisition of (redacted).
You asked whether the parties would voluntarily submit the Informational Memorandum even if it was not required to be submitted in response to Item 4(c). In response to your request, we are enclosing copies of the Informational Memorandum for review by the Commissions staff and the Justice Department. This document is being submitted with the understanding that it is the position of both (redacted) and (redacted) that the document was not required to be submitted with the Premerger Notification Forms filed November 25, 1986 and that, absent a formal Request for Additional Information and Documents, the submission of the document at this time will have no affect on the Hart-Scott-Rodino Act waiting period currently scheduled to expire at 11:59 p.m. on December 26, 1986.
For tax purposes, the shareholders of (redacted) are anxious to complete this transaction as soon as possible and in any event, by years end. therefore, we reaffirm both parties request for early termination of the waiting period. We believe that early termination should be granted because the transaction is pro-competitive and in the public interest.
The only business in which both parties are engaged is th production and sale of (redacted) is conducted by significant number of firms throughout the country. Two firms, (redacted) and (redacted) account for, by far, the largest share of both the production and sales of (redacted) principally sells (redacted) to customers in the (redacted) while (redacted) principally through (redacted) sells (redacted) principally to customers in the (redacted)
Particularly given the de minimis nature if any competition which may exist between the merging firms, we believe that early termination is clearly warranted. I would appreciate your delivering a copy of this letter and the Informational Memorandum to (redacted) for her use responds fully to your inquiry.
Sincerely,
(redacted)
cc: (redacted)