Â鶹´«Ã½

September 11, 1995

VIA TELECOPIER AND
REGULAR MAIL

Hy Rubenstein, Esquire
Premerger Notification Office
Bureau of Competition
Â鶹´«Ã½ Trade Commission
600 Pennsylvania Avenue, NW, Room 303
Washington, D.C. 20580

Dear Mr. Rubenstein:

This will confirm our telephone conversation of September 8, 1995 regarding whether the acquisition of a residential apartment complex is exempt from the premerger notification requirements under 15 U.S.C. 18a, enacted as Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act).

Based upon our telephone conversation, it is our understanding that the acquisition of a residential apartment complex constitutes the acquisition of really transferred in the ordinary course of business within the meaning of 15 U.S.C. 18a(c)(1) and 16 CFR 802.1. Accordingly, it is our understanding that the acquisition of a residential apartment complex is exempt from the premerger notification requirements of the HSR Act.

Please call me to acknowledge your receipt of this letter, and to confirm that the Â鶹´«Ã½ Trade Commissions position is consistent with our understanding.

Thank you for your assistance with this matter.

Sincerely,

(redacted)

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