0309009 Informal Interpretation

From: (redacted)

Sent: Tuesday, September 23, 2003 3:18 P.M.

To: Verne, Michael

Subject: FW: HSR Analysis

I would like to discuss the analysis of the attached transaction with you I will call later today or you can call me if you're ready to talk earlier. My number is hank you.

STEP 1 ( refer to original image file)

RESULT OF STEP 1 (refer to original image file)

STEP 2 (refer to original image file)

RESULT OF STEP 2 (refer to original image file)

Question:

Is this 1 or 2 potentially reportable transactions' ? (Staff comment: 1 Step 2)

Is the transfer of assets to E included for purposes of determining whether C has sufficient U.S. assets?
(Staff comment: No post formation acquisition and B is not getting ???? of C)

Is the cash contributed by A to C a U.S. asset for purposes of determining whether the acquisition by A of voting securities in C is reportable? (Staff comment: No investment asset)