0004006 Informal Interpretation

[redacted]

MEMORANDUM

April 17, 2000

To; Mike Verne

Federal Trade Commission

Following up on our phone conversation of today, the following is a description of the proposed transaction. Attached is a schematic of the structure, before and after the proposed merger.

A Corp. will merge into Acquisition Corp., with Acquisition Corp. as the surviving entity. The voting securities of B Corp. held by A Corp. shareholders will increase form 65% to 75% as a result of the contributions of C Corp. to Acquisition Corp. in the merger transaction. The percentage of the outstanding voting securities held by the other B Corp. shareholders will decrease proportionally. Notwithstanding the increase in the aggregate percentage of voting securities held by the A Corp. shareholders, such shareholders influence over B Corp. will actually decrease. For example, a hypothetical group of A Corp. shareholders holding 50% of the voting securities of A Corp. would control A Corp. and, indirectly B Corp. following the merger. Some A Corp. shareholders also hold directly a small percentage of the outstanding voting securities of B Corp.

As a result of the transaction, several A Corp. shareholders will hold an aggregate total amount of voting securities of B Corp. in excess of $15 million. While other exemption may be available to the A Corp. shareholders under the Act or the rules promulgated thereunder, we would like to discuss with you the applicability of Section 7A(c)(10) and any other exemption available to the shareholders which result from the exempt nature of the merger itself.

I will await your call to answer any factual question you night have as well as to set a time when we can visit with you by phone along with our co-counsel, [Redacted].

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