0410006 Informal Interpretation

October 13, 2004

Via Electronic Transmission

Mr. Michael Verne
Federal Trade Commission
Premerger Notification Office
600 Pennsylvania Ave. N.W.
Room 303
Washington, D.C. 20580

Re:Confirmation of Conversation of October 8, 2004

DearMike:

OnFriday, October 8, you, (redacted), and I discussed the Hart Scott Rodino Act("HSR")issues raised by a transaction involving the formation of a "Newco"as an acquisition vehicle. This letter is intended to confirm the conclusionreached in our conversation.

Thetransaction is structured in the following way. A group of investors will formNewco. After formation, Newco, which is its own ultimate parent, will mergeinto the acquired corporation. The acquired corporation will be the survivingentity in the merger. Its shares will be converted into certificates redeemablein cash, while the shares of Newco will be converted into shares of thesurviving corporation.

Themerger of Newco and the acquired corporation will be notified under HSR. Our questionconcerned the formation of Newco itself and whether that formation alsorequired a premerger notification filing. If examined in isolation, theformation of Newco would be reportable under Section 801.40 of the HSR Rules.Notwithstanding this fact, we understand based on Interpretation 175 of thePremerger Notification Practice Manual (3d ed.) and our telephone conversationwith you - that no filing is required because Newco is being formed "inconnection with a merger" under Section 801.40.

Ibelieve this letter accurately recites the substance of our conversation andthe conclusion the three of us reached. If, however, you disagree with it inany way, I would be grateful if you would contact (redacted) or me at yourearliest convenience.

Thank youfor your time and guidance.