March 16, 1983
John Sipple, Esquire
Senior Attorney Pre-Merger
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.