0508009 Informal Interpretation

From: (redacted)
Sent: Wednesday, August 31, 2005 12:49 PM
To: Verne, B. Michael
Subject: RE: HSR

Two quick questions:

1. If I am selling $120,000,000 in assets to three differentunrelated buyers (each purchasing $40,000,000 worth) through one salescontract, is it safe to assume that no filing is necessary since no entity isacquiring $53.1 million of assets?

2. If I am acquiring 100% of the stock of a foreign entity (viamerger) which has more than $53,100,000 of assets in the US, but let than$100,000,000 (assuming all the other thresholds are met so that a filing isnecessary), how do I calculate my filing fee? The total purchase price for thestock is $180,000,000 but a majority of the company is non-US assets andrevenues. Can I assume that if I was buying the assets directly I would onlypay the $45,000 fee, it makes no difference now that I am buying the stock oris there a different methodology involving the purchase of stock.