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Called (redacted) 10-29-91 -- 801.40 does not apply since size thresholds are notmet. PS. RS concurs but notes flaws.

10/23/91 Per J/Ss request, called (redacted). He advised that B was not acompetitor of A, the insurance company. I advised that A appeared to be acreditor of B and, as such, in a bona fide debt...

10/15/91-Advised (redacted) that we viewed the sale of the voting stock as the sale of anentity whose assets consist solely of real property and assets incidental to the ownership ofreal property and...

10/15/91 - Told writer that X would control because meets definition of control at the time of consummation, despite the fact that after consummation, it would no longer have 50% interest.

Called (redacted) 10-9-91 Basically concur with letter and noted comments. [note 1-graph regarding corporations]-[note 2-Does anyone else control A? -No confirmed from(redacted)]-[note 3-U.S. subs...

Called on 10/8/91 - Based on facts presented, the acquisition is exempt under c(4) as an acquisition from a federal agency. Here, the RTC controls the financial institution through receivership; the...

10/8/91-talked to (redacted). Advised that I was not speaking for the Commission but only for the PMN Office, which advice was not binding on the Commission. I agreed that, since the RTC was approving...

Called on 10/3 - agree the letter reflects the advice given [note 1-Attachment]

10/2/91 Called (redacted) points support the acquiring persons intent. FTC or DOJ may still investigate to determine actual intent [note 1-the conclusion the acquiring person not the staffs conclusion...

(redacted) says Bank also has Visa and Mastercard. Bank may or may not exit private label credit card business. Customer lists already belong to A. Transaction is exempt as ordinary course of business...

[note 1-The Foreign assets were initially exempt under 802.51(a) although they were included in the initial filing.]

If two regulatory prepared balance sheets or financial statements exist covering the same period, both must be used to determine size. In this case, the GAAP balance sheet (“total assets”) would meet...

None noted

See #139 new PM Practice Manual Agree that you can off set cash equivalent securities -called (redacted) [note 1-cash equivalent]-note 1-Municipal Bonds and other marketable securities]-[note 3-agreed...

Facts indicate that C is an agent of A and therefore, A must first file before acquisition by and through agent C. Otherwise an 801.90 violation will occur re: purpose is to evade filing between A and...

Acquisition of limited partnership interests which are traded on an exchange is reportable only if the interests are voting securities under 801.1(f)(1) of the HSRRules. In this case, they are not...

Advised (redacted) that transaction appeared exempt. While it is possible that buyer may compete in sale of equipment used by lessees which make up 2.9% of transaction, this as a percentage of total...

Under 7A(c)(1) the acquisition of voting stock of a corporation (other than one holding exempt realty) is not exempt even though the acquisition of assets by themselves would be exempt. Under 802.20...

Your letter is too vague. It should be fact specific. I need more details in order to give a definitive answer. Discussed comments about this letter with (redacted) on 9/26/91 [note 1- Premerger...