8405004 Informal Interpretation

Patrick Sharpe

Called 5-17-84. I concur.



(Redacted) (Redacted)

May 14, 1984

Patrick Sharpe
Compliance Specialist
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580

Re: (Redacted)

Dear Mr. Sharpe:

Pursuant to our telephone conversation on Friday, May 10, 1984, this is to advise you that (redacted) a Delaware corporation (redacted) intends to acquire certain assets of (redacted) and (redacted) collectively, (redacted).

This acquisition will be accomplished through two transactions. First, (redacted) will purchase directly from (redacted) certain proprietary assets, the purchase price of which will be $2,100,000 in cash and a promissory note of (redacted) in the principal amount of $250,000. (Redacted) will purchase from (redacted), a bank organized under the laws of (redacted) certain inventory, equipment and other assets shall have been transferred to the Bank by (redacted) in satisfaction and reduction of certain accrued obligations of (redacted) to the Bank. The purchase price for these assets will be the sum of (i) %2,414,612 and (ii) the lesser of (a) (redacted) cost of acquiring the inventory assets being sold or (b) the net realizable value of such inventory assets. The parties will not exceed $3,500,000. Therefore, the total consideration that will be paid by General Time in acquiring all of the assets is not expected to exceed $8,300,000.

We believe that (redacted) is not required to file a premerger notification in connection with these transactions because of the minimum dollar exemption set forth in 16 C.F.R. 802.20 promulgated under the Clayton Act, 15 U.S.C. 18a.

Very truly yours,



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