8404001 Informal Interpretation

Wayne Kaplan

No written comments


(redacted)(redacted) (Redacted)

April 2, 1984

Mr. Wayne Kaplan
Premerger Notification Office
Bureau of Competition
Room 301
Federal Trade Commission
Washington, D.C. 20580

Dear Mr. Kaplan:

This letter is to confirm our telephone conversation of Tuesday, March 13, 1984, in which I told you that I represent the seller, in connection with a sale of assets for $26.5 million. The seller has total annual sales in excess of $100 million and total assets of $100 million.

(Redacted) with whom you previously spoke, represents one of the two general partners of the general partnership which would be the acquirer. I have been told, and I reported to you, that the acquirer has assets of $100,000, that it has never received revenues from any sales, that it was formed in May of 1983 and that it is without a regularly prepared balance sheet.

You have confirmed both to me and (redacted) that your office has adopted the rule that a partnership is its own ultimate parent entity under the Hart-Scott-Rodino Premerger Notification Act, and the regulations thereunder. You have also confirmed both to me and (redacted) that when calculating the amount of a partnerships assets under the Act and the regulations, you do not include any money to be borrowed by the acquirer to pay for the assets to be purchased and you do not include any assets of the partnerships partners or of the persons or entities owning or controlling the partnerships partners.

Based upon such conversations, the acquirer and the seller do not intend to file a Premerger Notification with regard to the transaction referred to herein.

Very truly yours,




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