0805018 Informal Interpretation

From:

(redacted)

Sent:

Thursday, May 29,20085:13 PM

To:

Verne, B. Michael

Subject:Hypothetical

Hi Mike. I'm hopingthat you can help me sort through this scenario. It is not clear to me.

Shareholder wascleared at the 25% threshold to acquire Parent stock and busted that thresholdwithin one year of filing. Shareholder's five years runs in Mayor June of 2009.Parent has several classes of tracking stock that all vote together in theelection of directors. Parent is considering a "split off' pursuant towhich holders of Tracking A stock will redeem their Tracking A shares forshares of a newly formed company (Splitco) that will hold the current parentsubsidiaries that are tracked by the tracking A stock. This is not a pro rataspin off since the holders of other tracking stock will not get stock ofSplitco. Accordingly, the Tracking A shareholders will hold more of Splitcodirectly than they now indirectly hold (through their ownership of Parenttracking stock) in the subsidiaries that will be put into Splitco. I believethen that this split off is a potentially reportable event for anyTracking A shareholder who meets the jurisdictional tests. If so, doesShareholder's previous filing for an acquisition of Parent stock covers hisacquisition of Splitco stock provided that it is consummated within the 5 yearperiod and does not result in him owning 50% or more of Splitco's votingsecurities?

Thank you.