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… Re:Hart-Scott-Rodino Amendment Proposed Exemption Wayne Kaplan, Esq. Premerger Notification Office Room 301 Federal … Avenues, N.W. Washington, D.C. 20580 Dear Mr. Kaplan: The purpose of this letter is to confirm our telephone … of the trans- action by the ICC and any other necessary regulatory agencies. APPLICABLE LAW The parties have …

… Based upon numerous conversations with you over the last eighteen months, I have advised my client that the … (it does not have sales), as shown on its most recent regularly prepared financial statement were less than $10 … of more than 410 Million, the FTC will look only to the balance sheet of X to determine if the size of person test of …

… given me recently with respect to the treatment of triangular mergers, particularly those in leveraged buyout trans- actions, for …

… person test under the Hart-Scoot-Rodino Rules and Regulations. If this letter does not accurately reflect our …

… Trade Commission Washington, D.C. 20580 Attention:Wayne Kaplan Gentlemen: The purpose of this letter is to confirm con- … reached in a telephone conversation between Wayne Kaplan of your office and the undersigned on (redacted) … of its stock. The Acquiring Company will not have a regularly prepared balance sheet available prior to its proposed …

… of the Act and Rules, please inform me in writing no later than June 3, 1983. If I do not hear from you prior to …

… with assets of less than $10,000,000 as at the time of its latest regularly prepared balance sheet is exempt from complying with the filing and …

… the general partner (or partners) is a multi-billion dollar corporation. It is also my understanding that when … entity in an acquisition is not in- cluded in the calculation of the newly-formed partnerships pro forma asset … partnership of assets valued at more than thirty million dollars is not reportable since the assets of the partnership …

… Abrahamson: Confirming our telephone conversation of the last three weeks, the following planned transaction is not reportable under the … proposes to sell certain outlets to a newly-formed Delaware corporation, (redacted) ( redacted ) in a transaction …

… Interpretation (redacted) April 21, 1983 BY HAND Wayne Kaplan, Esquire Pre-Merger Notification Office Federal Trade … Avenue, N.W. Room 315 Washington, D.C. 20580 Dear Mr. Kaplan: On behalf of our client (Company A), I would like to … you courtesy and patience in listening to our further explanation of the transaction about which I wrote you on April …

… B, each of whom owns 50% of Xs common stock. Corporation X plans to sell assets worth approximately $43 million (the … report would be required unless an exemption were available, since the size-of-person and size-of-transaction …

… of stock, for approximately $10 per share. It is contemplated that 80.1% Of the shares will be sold in a public …

… Informal Interpretation (redacted) April 26, 1983 Wayne Kaplan, Esq. Staff Attorney Premerger Notification Office … not expected to be published until June 1983, 1981 U.S. dollar revenue data in response to Items 5(b)(ii), 5(b)(iii) … in which the acquired person (i.e. the joint venture) plans to derive U.S. dollar revenues, to establish the …

… corporation will borrow up to $14 million from an unrelated financial institution, will have approximately … any additional information., In the event I an unavailable, you may contact my associate, (redacted), who is …