0408006 Informal Interpretation

From:(redacted)
Sent:Wednesday, August 11, 2004 3:55 PM
To:Verne, B. Michael
Subject: HSR Question

Good MorningMike,

We have talkedon the telephone several times in the past and I thought that I would try tocontact you by e-mail both because I thought that it may be more convenient foryou to review the described facts. I have what I believe to be a relativelysimple question regarding the determination of an "acquiring person"and "acquired person" in a merger.

My client,Company A, is a publicly-held company that is entering into a mergertransaction with Company B, another publicly held company. The merger will bestructured as follows: Company X, a wholly-owned subsidiary of Company B, willbe merged with and into Company A, with Company A surviving as a subsidiary ofCompany B. Shareholders of Company A will receive shares of Company B in themerger and Company A will survive as a wholly-owned subsidiary of Company B.

Based on myreading of 801.2(d), I believe that company A is an "acquired person"for purposes of the HSR filing, but am not certain whether it is also an"acquiring person" (because it is surviving the merger of company Xand company A).

Any insight thatyou have would be appreciated.

Please contactme by e-mail or by phone at the below number.