0501001 Informal Interpretation

From: (redacted)

Sent: Tuesday, January 04, 2005 11:42 AM

To: Verne, B. Michael

Subject: HSR Filing Question re Merger Transaction

Importance: High

Michael: Pleaseadvise whether you concur with the following. A transaction is contemplated inwhich Person A is the UPE of two companies (the "AcquiredCompanies"). Person B is the UPE of a shell company (the "MergerSub"). The Acquired Companies will merge with and into the Merger Sub in atax-free reorganization. Merger Sub will be the surviving corporation in themergers. The merger consideration to be received by the Acquired Companies'shareholders (and thus received by Person A as UPE) will consist solely of theshares of Person B's common stock (more than 10% of its shares, with a value inexcess of $100 million, so presumably neither side of transaction is exempt).Please advise whether you concur that the following is the correctinterpretation of the HSR filing requirements under these facts:Person A makes a filing indicating it is both an acquiring person (as to theshares of Person B) and an acquired person (as to the Acquired Companies).Person B makes a filing indicating it is both an acquiring person (as to theAcquired Companies) and an acquired person (as to the shares of Person B issuedto the Acquired Companies' shareholders in the merger). Thank you (redacted)