Question
(redacted)
12/14/83
Federal Express
Dana Abrahamsen, Esq.
Federal Trade Commission
Sixth Street at Pennsylvania Avenue NW
Room 313
Washington, D.C. 20580
Re:Hart-Scott-Rodino Antitrust
Improvements Act of 1976
as amended (the HSR Act)
Dear Dana:
This will confirm the telephone conversation on December 14, 1983 involving you, me and several other persons regarding a slight modification to the facts concerning a proposed acquisition previously described in a letter to you dated November 22, 1983, from (redacted) of this office, a copy of which is attached hereto (capitalized terms being used herein with the meanings ascribed to them in said letter).
As was discussed, the factual changes in the proposed acquisition is as follows:
Instead of 100% of the voting securities of the GP being held by the Corporation, approximately 90% of the voting securities of the GP will be held by the Corporation, with the remaining voting securities being held by the Individuals, with each of the Individuals holding their own voting securities.
Based upon the foregoing, and the facts as otherwise set forth in the letter of November 22, you have advised us that:
1) The Corporation and the Individuals can form the GP without the necessity of filing of a premerger notification form and observing the waiting period.
2) The Partnership can acquire the Business from the Seller without the necessity of the filing of a premerger notification form and observing the waiting period by any of the Partnership, the Seller, the parent of the Seller, the Individuals, the Corporation or the GP.
In addition, you have advised us that your foregoing conclusions are based, among other things, on the factors set forth in the letter of November 22.
As you may recall, in the past (redacted) has discussed various aspects of the HRS Act with you and other attorneys at the FTC. Certain of the conclusions contained in this letter are based upon one or more of those conversations and the related correspondence and this letter is intended to supplement rather than supersede such correspondence.
Thank you for your time and your help.
Very truly yours,
(Redacted)