0406006 Informal Interpretation

June 9, 2004

Rule 801.10(c)(2)

mverne @ ftc.gov
Michael Verne, Esq.
Pre-Merger Notification Office
Federal Trade Commission
Bureau of Competition
600 Pennsylvania Avenue NW Room 303
Washington, DC 20580

Dear Mike:

The purpose of this letter is toconfirm certain advice which you provided to me by voicemails on June 7, 2004. The facts, as we presented them to you, are that theSeller(S) is selling certain assets to the Buyer (B). (S) owes accounts payableto (B's) Parent (P) in connection with the transaction. (B) has agreed,pursuant to the contract, to assume certain liabilities of (S) including theaccounts payable owed to (P). P owns 100% of the stock of B and together P andB would be the "acquiring person" under Rule 801.1(a)(1) and Rule801.2(a).

By voicemail, you have informedme that the liabilities owed to P and assumed by (B) do not have to be includedas "liabilities assumed" for purposes of determining the acquisitionprice pursuant to Rule 801.10(c)(2). If this letter differs in any respect fromyour recollection of our conversation, please give me a call as promptly aspossible.