0511007 Informal Interpretation

From: (redacted)
Sent: Thursday,November 10, 2005 2:33 PM
To: Verne,B. Michael
Subject: Here's the questionfrom my voicemail message

X and Y willform a new corporation, which in turn will acquire S, an existing publiccompany, for about $1 billion.

In the formationof the acquiror corporation,

X (a currentshareholder of S) will contribute 20% of the stock of S and take back about 30%of the total voting securities of the new corporation valued at about $150million.

Y will put inabout $350 million in cash and take back the remaining 70% interest in the newcorporation.

More or lesssimultaneously, the new acquiror corporation will acquire the remaining 80% ofthe stock of S for something like 80% of $1 billion (it already has the other20%).

Am I right thatX doesn't have to file under 801.40 for its acquisition of a 30% interest inthe acquiror corporation, because of 802.4?. (MV comment YES)

I know I have tofile for controlling shareholder Y's acquisition of S (through the newcorporation, which Y controls).

Seems to me that Y need not file separately under 801.40 in connection with theformation of the acquiror corporation, again because of 802.4. (MV comment CORRECT)

Thus, I have asingle filing obligation by Y as acquiring person and S as acquired person,with minority shareholder X a bystander. (MV comment CORRECT)

Yes? No?