0604029 Informal Interpretation

From:(redacted)

Sent:Thursday, April 06, 2006 5:42 PM

To:Verne, B. Michael

Subject:Confirming our conversation of earlier today

B.Michael Verne

Premerger Notification Office

Bureauof Competition

FederalTrade Commission

600 Pennsylvania Avenue, N.W., Room 303

Washington, DC 20580

Re: Hypothetical

Dear Mr. Verne,

Iwrite to confirm your conclusion of earlier today concerning the followinghypothetical:

A person's last regularly prepared balance sheet andlast regularly prepared annual statement of income and expense were preparedwithin the last 15 months, but for a time period more than 15 months ago--forexample, December 31, 2004.

You advised that the 15 month period under Rule801.11(b) runs from the date of preparation of the financial statements, notthe time period covered by them.

Thus, the statements described above would be timely underRule 801.11 provided they were prepared not more than 15 months prior to thedate of filing of the notification required by the Act, or the date ofconsummation of the acquisition.

Pleaselet me know if the above is inaccurate in any way, as my client will be relyingon it.