0301007 Informal Interpretation

From: (redacted)

Sent: January 24, 2003 2:54 PM

To: Michael Verne

Cc:(redacted)

Subject: HSR Question


I wanted to confirm a conversation that we had involving the consolidation of twoforeign entities. As you may recall, I discussed with you in late December atransaction pursuant to which the stockholders of Company A and Company B haveagreed to contribute all of their shares of Company A and Company B stock intoa holding company ("HOLDCO") in exchange for voting securities of HOLDCO.HOLDCO will hold 100% of the voting securities of Company A and Company B as aresult. For HSR purposes, the transaction will be viewed as a consolidation.

My question arose with respect to Item 3(b)(ii), which requires the acquiringparty to provide a description of each general class of assets acquired fromthe acquired party and the dollar value (or estimate thereof) at the time theywere acquired.

These two companies have bought or sold assets from each other multiple times.Based on our conversation, I understand that there is no temporal limits tothis item. I also understand that this item is not applicable to consolidationcases. Please confirm that we can respond to this item as

Thanks very much,