Â鶹´«Ã½

October 2, 1995

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

Re: Request for Opinion Regarding Filing Under Hart Scott Rodino Act

Ladies and Gentlemen:

This office represents (redacted) and the entities who are identified below. These parties intend to merge, with the survivor being (redacted) nonprofit corporation. The merging parties and their assets and annual sales relative to the Hart Scott Rodino filing provisions are listed below. Each of these entities is a person under the Hart Scott Rodino Act; no entity or other individual owns a 50% or greater interest in any of th entities. None of the entities is engaged in manufacturing.

Total Assets                                                                     Net Annual Sales

Less than $10 Million                                                       Less than $10 Million

Less than $10 Million                                                       Less than $10 Million

(redacted)

Less than $10 Million                                                       Less than $10 Million

Less than $10 Million                                                       Less than $10 Million

Less than $10 Million                                                       Less than $10 Million

Less than $10 Million                                                       More than $10 Million

less than $100 Million

More than $100 Million                                                    More than $100 Million

Total Assets                                                                     Net Annual Sales

Less than $10 Million                                                       More than $100 Million

less than $100 Million

(redacted)More than $10 Million                                      More than $100 Million

less than $15 Million

Less than $10 Million                                                      Less than $10 Million

Pursuant to 15 U.S.C. 18a(a)(2)(B), the reporting requirements appear to be met between (redacted) acquiring party, and (redacted) the acquired party. Under 15 U.S.C. 18a(a)(3) (redacted) as the acquiring party, would have 100% of the assets of (redacted). However, this transaction appears to fall within the exception to filing provided by 15 U.S.C. 18a(c)(12) and 15 U.S.C. 18a(d)(2)(B) insofar as the assets of (redacted) are not valued at more than $15 Million and the partnership does not own or control assets or have sales of more than $25 Million. It would, therefore, appear to be exempt under 16 C.F.R. Chapter 1, Section 802.20.

Your guidance in this matter is sought, however, to confirm our conclusion; or if you disagree with our conclusion, to advise this office as to why filing is required. If necessary, what additional information will you need to make your determination?

Since time is of the essence of this transaction, your prompt response would be appreciated.

Very truly yours,

cc: (redacted)