8412003 Informal Interpretation

801.40; 802.20
Wayne Kaplan

12/6/84 (redacted) 2d letter.
Pg1 1. Refers to acquisitions plural – if so newly formed entity rule will not protect 2d etc acquisitions
Pg2 2. refers to several sellers – if they are outside.
Pg3 3. Item 2 - assets “and or voting securities” of over $15 MM.
Pg3 4. Item 4 – can’t refer to “acquisition” – only one acquisition. Out of country til 12/10/84.
OK upon later review 3/9/87 W.E.K.



December 11, 1984


Wayne Kaplan, Esq.
Federal Trade Commission
Bureau of Competition
Sixth & Pennsylvania, N.W.
Washington, D.C. 20580

Dear Mr. Kaplan:

This letter confirms your recent telephone conversation with (redacted) of our office in connection with my letter to you dated December 4, 1984.

We hereby confirm that the music publishing business of the (redacted) of companies will be acquired by a new corporation (New Co.) from one seller which is owned 50% by (redacted) and 50% by (redacted) in one acquisition to be closed on or about December 19, 1984 and to be effective at the close of business on December 31, 1984. We also confirm that upon formation of New Co., no shareholder of New Co. held assets or voting securities of New Co. valued at more than $15,000,000 or 50% or more of the voting securities of New Co. Finally, we confirm that there are no post-closing arrangements in effect or contemplated which will make our statements herein inaccurate.

We will presume unless you notify us to the contrary in writing by December 14, 1984 that no filing under Hart-Scott-Rodino Antitrust Improvements Act will be necessary in connection with the acquisition described herein on the facts presented herein and in my letter dated December 4, 1984.

Thank you for your assistance in this matter.

Very truly yours,


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