February 24, 1983
Mary Ann Dunaitis, Esq.
Federal Trade Commission
7th and Pennsylvania Avenue, N.W.
Washington, D.C. 20580
Dear Ms. Dunaitis:
Pursuant to your suggestion, I am sending you this
letter for the purpose of confirming our telephone conversation
on January 31, 1983, regarding the non-applicability of the
Premerger Notifications provision of the Antitrust Improvements
Act of 1976 (15 U.S.C. 18A) (the Premerger Notifications Rules)
to a proposed acquisition of a hospital by our client. As you
will recall, I advised you of the following:
1. Our client is a non-manufacturing entity with
total assets of approximately (redacted) and
annual net sales of approximately (redacted).
2. Our client proposes to purchase a none-man-
facturing entity (a hospital) with total asset
of approximately (redacted) and annual net sales
of approximately (redacted).
3. The closing of this acquisition is scheduled for
April 15, 1983.
4. On (or immediately prior to) the closing of
the acquisition, and in order to finance the
acquisition, our client will be receiving
approximately $67,000,000 in loan proceeds and
$40,000,000 as consideration for the sale of
additional shares of its stock. Therefore,
immediately prior to or at closing, our clients
total assets will for the first time be in
excess of $100,000,000.
Our research indicates that our clients proposed acquisition
does not fall within the purview of the Premerger Notification Rules
because, pursuant to 16 CFR 801.11(c), the acquiring party and the
acquired party shall, in determining their total assets, use their
last regularly prepared balance sheet. Therefore, since our client
will only exceed the $100,000,000 total asset requirement immediately
prior to or at the closing, we have concluded that the Premerger
Notification Rules do not apply to this acquisition.
You had advised me that our conclusion is correct and
that our clients propose acquisition would not fall within the
purview of the Premerger Notification Rules.
Would you please acknowledge you receipt of this letter
by executing and returning to me the enclosed copy of this letter
in the self-addressed envelope which I have provided for that
Thank you for your cooperation in this matter.