Question
(redacted)
Andrew Scanlon
Premerger Notification Office
Bureau of Competition
Federal Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580
Re: FTC File No. 870679
Dear Mr. Scanlon:
This letter confirms and expands upon out telephone conversations on January 9, 1987 and this morning relating to the acquisition of 100% of the stock of (redacted) which was initially described in a filing made on November 26, 1986 (filing), for which early termination of the waiting period was granted on December 10, 1986
The filing stated that the entity making the acquisition would be the ultimate parent entity, (redacted) or a wholly-owned subsidiary of it, which would be formed for purposes of this transaction. In fact, the acquisition will be made by a newly-formed wholly-owned subsidiary of a subsidiary of (redacted) which subsidiary is wholly-owned by (redacted) and three of its other subsidiaries.
In the first step of the acquisition, (redacted) directly and through three of its wholly-owned subsidiaries, will acquire 100% of the outstanding stock of (redacted) for cash amount equal to the value of its capital stock plus its surplus, or a total pf approximately $150,000. After this stock acquisition, (redacted) will directly own 29% of (redacted) and the following wholly-owned subsidiaries of (redacted) will each own the percentages following their respective names: (Redacted).
(redacted) is currently a wholly-owned subsidiary of (redacted) the ultimate parent entity which is the Acquired Person in the Filing. Its annual sales are less than $500,000 and its total assets are less than $250,000. However, for purposes of Hart-Scott-Rodino Act, the Acquired Person and Acquired Person are identical to those in the Filing, however, you have already received all of the information you would receive if a separate filing were to be made for this acquisition.
Immediately following the acquisition of (redacted) will make a capital contribution to (redacted) of contribution to (redacted) of approximately 18 million dollars in exchange for 100% of a newly-created class of preferred stock of (redacted)
In the second stage of this acquisition (redacted) Inc. will purchase 100% of the stock of (redacted) newly-formed (redacted). The stock will be purchased for approximately 18 million dollars. At that point, (redacted) will own (redacted) through its own and its subsidiaries ownership (redacted) the acquired entity in the Filing, for the purchase price described in the filing.
This will confirm that you stated to me that so long as the ultimate Acquired and Acquiring Persons in this transaction remain the same, no additional filing under the Hart-Scott-Rodino Act will be required and, so long as no additional filings are required, the original waiting period applicable to the filing will be unaffected. Since, as described above, the ultimate Acquired and Acquiring Persons remain the same, this will confirm that no additional filings are required and that the waiting period applicable to the Filing is unaffected by the described changes.
Please stamp the enclosed copy to indicate receipt and return it to me in the enclosed self-addressed envelope. Please call if you have any questions or would like to discuss the information I have included in this letter.
Sincerely,
(redacted)
cc: (redacted)