8303006 Informal Interpretation

John Sipple



March 16, 1983

John Sipple, Esquire
Senior Attorney Pre-Merger
Notification Office
Bureau of Competition, Room 301
Federal Trade Commission
Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Mr. Sipple:

This will confirm my telephone conversation with you on March 7, 1983, and

your advice with respect to the pre-merger notification requirements of the Hart-Scott-

Rodino Antitrust Improvements Act of 1976 (the Act). Our discussions were based upon

the following assumptions:

1. A partnership proposes to acquire all or substantially all of the assets

of a U.S. corporation.

2. The selling corporation (Corporation A) has both annual net sales and

total assets in excess of $10,000,000 but less than $100,000,000.

3. The Ultimate Parent Entity of Corporation A (Corporation B) is a

U.S. corporation with both annual net sales and total assets in excess of $100,000,000.

4. The buying partnership (Partnership C) is a U.S. general partnership

and not a joint venture.

5. The following entities have the indicated general partnership interest

in Partnership C: Corporation D - 44.5; Corporation E - 44.5%; Individual F - 5.5%;

Individual G - 5.5%. Partnership C is to be managed and controlled by a Board of

Directors. Each general partner is entitled to have a representative on the Board, which

decides issues based on a vote of the majority in interest in the partnership. No single

person has direct or indirect control of the Board.

6. Corporation d is a U.S. corporation with both annual net sales and total

assets in excess of $100,000,000. Corporation E is a U.S. corporation with both annual

sales and total assets in excess of $10,000,000 but less than $100,000,000.

7. Neither Individual F nor Individual G has annual sales or total assets in

excess if $10,000,000.

8. The amount of equity contributed to Partnership C is excess of the

amount necessary to purchase the assets of Corporation A will be far less than


Based on the foregoing information, you advised that no pre-merger notifica-

tion will be required under the Act for (i) the formation of Partnership C or (ii) the

acquisition of the assets of Corporation A by Partnership C.

As you indicated we could, we intend to rely upon your advice concerning the

above described matters unless we receive notification from you to the contrary within

one week fro the date thereof. Thank you for you assistance in this matter.


cc: (redacted)

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