0102001 Informal Interpretation

From: (redacted)

To: MVerne @ftc.gov <mverne@ftc.gov

Date: 2/1/02 9:02AM

Subject: double filing

What is the filing fee situation in the following scenarios:

Acquiror files under 801.30 for open market purchases of the stock of an issuer. Early during the running of the waiting period, acquiror files for a cash tender offer for the same stock (i.e., doesn't cross a higher threshold). Is a second filing fee payable?

Same scenario except that the 801.30 filing is for the $50 million threshold, but the cash tender is for the $100 million threshold. Is the filing fee on the second transaction $125,000? Can the filor get "credit" for the earlier fee and pay just $80,000 for the second filing?

Same answer to the latter scenario if the first waiting period has expired at the time of the second filing?