0403002 Informal Interpretation

March 31, 2004

Mr. B. Michael Verne
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, NW
Washington, DC 20580

Re:Hart-Scott-Rodino Act Filing Requirements

DearMr. Verne:

We arewriting to confirm our understanding of the conversation on March 30, 2004,among you, (redacted) of the law firm of (redacted) and the undersigned aboutthe premerger notification filing requirements relating to the followingproposed transaction.

Company A will merge withCompany B. Company A's ultimate parent entity ("UPE") is shareholderMr. X, who holds more than 50%, but less than 100% of its voting securities.Company B is its own UPE. The merger agreement provides that Company B will bethe surviving entity and Company B will issue new Company B voting securitiesto the current shareholders of Company A. Company B is a significantly smallerentity than Company A. As a result, Mr. X will hold more than 50% of the votingsecurities of Company B and will be its UPE.

In this proposedtransaction, we believe that Mr. X is the acquiring person pursuant to 801.2(d)(1)(ii) of the Premerger Notification Rules and that Company B is theacquired person. The transaction is a proposed merger, and Mr. X is the"person" who, after consummation, will include the corporation(Company B) in existence prior to consummation which is designated as thesurviving corporation in the merger agreement. Company B is the acquired personunder either 801.2(b) or 801.2(d)(2)(ii). Thus, assuming that thesize-of-persons and size-of- tests are met, filings by Mr. X as acquiringperson and by Company B as acquired person will satisfy the requirements of theHSR Act.

In our conversation youagreed with our analysis. Please let me know if the above does not accuratelyreflect our telephone conversation. We very much appreciate your help on thismatter and do not hesitate to contact the undersigned at (redacted) if you haveany questions.