0612007 Informal Interpretation

From:(redacted)

Sent:Wednesday, December 13, 2006 1:21 PM

To:Verne, S. Michael

Cc:(redacted)

Subject:801.2(d) Question

Mike,we have a question concerning a large reorganization among several relatednon-stock membership corporations that we are analyzing as a as a 801.2(d)consolidation:

A,B and C are restructuring under an upstream Newco (a newly-formed corporation).A, B C are their own UPEs and are all non-stock membership corporations. A andB are members of C. The structure of the transaction has not yet beendetermined, but A, B and C will become subsidiaries of Newco. A will likelyremain a non-stock membership corporation and Newco will hold all governanceand economic rights of A. B and C will likely convert to corporations so thatboth entities will be wholly-owned subsidiaries of Newco.

A,B and C have a significant number of members, none of whom control A, B, or C.All members of A, B, and C will receive shares of Newco as part of theconsolidation. We expect that A, B and C will file as both acquired andacquiring persons under 801.2(d).

1. Can you confirm that this transaction should bereported as a 801.2 (d) consolidation?

2. As part of the consolidation, the members of A, B andC will receive voting securities of Newco. Will the members of A, B and C alsohave to file if all thresholds are met? Since A, B and C have many overlapping members,this could mean numerous extra filings.

Feel free to call ifyou have any questions.