0401008 Informal Interpretation

From: (redacted)

Sent: Wednesday, January 28, 2004 9:25 AM
To: Verne, B. Michael
Subject: Percentage of Voting Securities Held

Mike - I wanted to confirm a"percentage of voting securities held" question. I don't think it isdirectly covered by the rules, but I think the below analysis is the way tohandle it under the rules.

X has two classes of hares: SeriesA and Series B.

X has 3 directors. Two are electedby Series A, voting as a class. One is elected by all shares

(Series A and Series B) votingtogether.

i

Y holds 60 of the 100 shares ofSeries A shares. Y also holds 20 of 100 Series B shares.

I think the "percentageheld" by Y would be:

1. 60/100 x 2/3 = .396 (39.6%), PLUS

2. 20/200 x 1 /3 = .033 (3.3%)

For a total of 42.9%.

Assuming Y had filed for (underthe old regime) and had exceeded the 25% threshold within a year of theexpiration of the waiting period, I think Y can continue to buy shares (withinthe 5 year period) unless / until it would old 50% of X's voting securities,using the formula set forth above. This seems like it has to b the answer, butI wanted to check because 801.12 does not seem to explicitly address asituation w ere one class of shares (here, Series A) votes for some directorsas a class, and also votes for other directors along with other classes ofshares.