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Date
Rule
7A(a); 801.11
Staff
Richard Smith
Response/Comments
11/2/92 - called (redacted). He states that very recent financials (12/91annual sales) are being used for both sides. (Redacted) constitutes the vast bulk of (redacted) operations. (Redacted) assets would be about $81 MM. Both (redacted) and (redacted) are there own UPEs and (redacted) has no other subsidiaries or operations. I advised that it appears that it appears that both the $100MM and $10MM size tests have not been met and that no HSR filing would be required. RBSmith

Question

October 27, 1992

Federal Trade Commission
Premerger Notification
Room 303
6th & Pennsylvania Ave. N.W.
Washington, D.C. 20580

U. S. Department of Justice
Antitrust (sic) Division
Office of Operations
Room 3218 Washington, D.C. 20530
Attn: Klaine Gibbs, Esq. (sic)

Re: 15 USCA 18 (a) Notification

Dear Sir or Madam:

The undersigned represents (redacted) (hereinafter [redacted]) which is the holding company for (redacted) located in the (redacted). (Redacted) has entered into an Affiliation Agreement with (redacted) located in (redacted) (hereinafter [redacted]).

(Redacted) and (redacted) have agreed to affiliate utilizing an amendment to the (redacted) Certificate of Incorporation whereby (redacted) will become the sole member of (redacted). (Redacted) has annual revenues of approximately $60,000,000.00 and assets of approximately $80,000,000.00 while (redacted) has revenues of approximately $3,000,000.00 and assets of approximately $5,000,000.00.

We do not believe that this acquisition constitutes a transaction covered by USCA 18 (a) and we would request confirmation of that position at your earliest possible convenience.

Very truly yours,

(redacted)

cc: (redacted)

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

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