Question
(redacted)
July 24, 1985
Ms. Pat Foster
Federal Trade Commission
Room 301
Washington, D.C. 20580
Dear Ms. Foster:
I wish to confirm our conversation today regarding the application of the pre-merger notification rules to our situation. As I explained, my client formed a partnership for the purpose of making acquisitions of companies. At the present time, the partnership has assets of approximately $8,000,000 in cash. (Although I indicated to you that the partnership had no assets, this shouldnt affect your opinion since the assets of the partnership are under $10,000,000. If this is not correct, please advise.) Additional cash will be called from the partners in order to finance the purchase of the target companys stock. At the present time, it is our intention to purchase 5% of the companys stock, but ultimately we intend to acquire all of the stock.
STAFF NOTE: but not in instance of a regularly prepared bal sheet
Youve indicated that if the funds coming into the partnership were used for the purpose of acquiring the companys stock, then under the circumstances described above, the partnership could acquire as much of the stock as desired without having to file pre-merger notification forms with the Federal Trade Commission or Justice Department.
STAFF NOTE: not entirely correct
You did caution me that the partnership should not acquire the securities of any other company while it was acquiring or held the securities of the target company.
If this letter incorrectly states the substance of our conversation, please advise me immediately.
Very truly yours.
(redacted)
(redacted)
STAFF NOTES: Called 7/30/85