9903017 Informal Interpretation

(redacted)

March 24, 1999

VIA FACSIMILE

Mr. Richard B. Smith
Compliance Specialist [sic]
Federal Trade Commission
Premerger Notification Office
6th and Pennsylvania Avenues, N.W.
Washington, D.C. 20580

Re: Reportability of Multi-step Transaction as Single HSR Filing Under Continuous Approach

Dear Dick:

In follow up to my letter of March 22, 1999 and our telephone conversation yesterday, this letter will confirm that (1) the transaction described in my March 22, letter is covered by the continuum theory, and may be filed as a corporate formation under 16 C.F.R.801/40. and (2) that the only parties required to file HSR notification will be company A (by its UPE)(1) and any shareholders of Third party that are receiving $15 million or more [note-1] in Newco stock and not exempted under 16 CFR 802.9. Please let me know if I have in any way misunderstood your analysis or conclusions.

Best regards,

(redacted)

1. Although it is not relevant to the analysis, please note that Company A is not its own UPE, its UPE, therefore would be filing as the acquiring person.