Â鶹´«Ã½

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May 9, 1986

Wayne Kaplan, Esq.
Premerger Notification Office
Bureau of Competition
Room 303
Â鶹´«Ã½ Trade Commission
Washington, D.C. 20580

Dear Wayne:

I am writing to confirm my understanding of the Â鶹´«Ã½ Trade Commissions interpretation of one aspect of the Hart-Scott-Rodino Act and of the regulations thereunder.

You advised me this week that the Commission does not regard the acquisition of a partnership interest as the acquisition of voting securities or assets unless the acquiring party thereby obtains a 100% interest in the partnership, in which case such party is deemed to acquire the partnerships assets from the partnership. Therefore, where a person acquires a 100% interest in a partnership the sole assets of which a less-than-100% interest in another partnership, the acquisition is not reportable.

Please advise me if my understanding is incorrect.

Thank you very much for your help.

Very truly yours,

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