9909001 Informal Interpretation

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September 1, 1999

Richard B. Smith
Premerger Notification Office
Federal Trade Commission
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Dear Dick:

This will confirm our telephone conference of yesterday regarding HSR reportability. I sought advice regarding the following events: Company A does a cash tender offer for Company B. An HRS form is filed and the tender offer is completed after expiration of the relevant waiting period. Immediately thereafter, Company A, while the owner of Company B, causes Company B to enter into a binding contract to sell to Company A the stock of Company Bs wholly owned subsidiary, C. The actual closing of this sale will not occur, however, until immediately after Company A sells all of the stock of Company B to Company D. this last transaction would be subject to an HSR filing.

The question posed is whether Company A must file as an acquiring person regarding the sale of Subsidiary C to Company A, which will occur immediately after the closing on the sale of the stock of Company B from Company A to Company D. You advised that, Company As re-purchase of Subsidiary C could be subsumed in the filing on the sale of Company B to Company D. The event will follow immediately upon the sale of Company B to Company D , and the transaction could be collapsed to reflect essentially a transaction that was no different from Company A selling only to Company D those portions of Company B except the stock of Subsidiary C. Also, the cash tender offer filing has fully enabled a complete review of any issues of competitive significance with regard to Company As acquisition of Subsidiary C. You further advised that clear reference to these issues should be made in item 2(a) of the form that would be filed with regard to the sale of Company B to Company D, but that Company A would not need to file as an acquiring party in the transaction or pay an additional filing fee.

Thank you for your cooperation and assistance. If the above does not comport with your understanding of our conversation, please advise me immediately.

Very truly yours,

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