0102006 Informal Interpretation

1. X owns 48% of Y (it made a filing to cross the 25% threshold in the summer of 1997, and after expiration of the waiting period acquired shares in 1998).

2. X now files HSR (with notification to Y) to cross 50% threshold by acquiring shares in the market; 30 day waiting period. Y makes its filing.

NOTE: X may later switch to a cash tender offer with a second-step merger without having to amend the filing and without starting a new waiting period.

2.1 Waiting period expires or early termination is granted.

3. When the first waiting period on X's acquisition of Y is still pending, X files and. Z files for an acquisition by X of Z and the 30 day waiting period then expires or early termination is granted.

4a. Then X closes acquisition of Z after X has crossed 50% threshold in voting securities of Y.

4b. Alternatively, X closes the acquisition of Z before X has crossed the 50% threshold of

voting securities of Y.

5. Does X need to amend its filing (to include Item 5 U.S. revenues of Z) made in connection with the acquisition of voting securities of Y before it can cross the 50% threshold with respect to voting securities of Y? No further fee is required.