0508003 Informal Interpretation

From:(redacted)

Sent:Friday, August 12, 2005 10:35 AM
To:Ferkingstad, James H.
Cc:(redacted)
Subject: FW: HSR Question

Hi, James

We were hopingto get your thoughts on the following situation:

Company A proposesto acquire 100% of the stock of Company B ("Transaction 1 ") and hasmade an HSR filing and received early termination ofthe waiting period. Before Transaction 1 will close, Company B is likely toacquire 100% of Company C ("Transaction 2"), an entity unrelated toCompany A, via a separate purchase agreement; a letter of intent forTransaction 2 was not signed until approximately two months following the HSR filing for Transaction 1. Company B and Company C will each make HSR filings in connection with Transaction 2. As a result ofTransaction 2, Company C will become included within the person of Company B.

Accordingly, atthe time of the closing of Transaction 1, there will have been no change to theidentity of the acquiring or acquired persons except that the acquired person,Company B, will include an entity (Company C) it did not hold at the time ofits HSR notification for Transaction 1. Afterreviewing the applicable regulations, it seems that Company B should disclosein its Item 3(a) description for Transaction 2 that, subsequent to the closingof Transaction 2, Company B may be acquired by Company A, for which a separate HSR filing has been made and for which the waiting period has beenterminated (and supply the transaction number). But it seems that Company A hasno further filing obligation. Do you agree?

We can follow upto discuss if that is easiest.