0511013 Informal Interpretation

From: (redacted)

Sent: Tuesday, November 15, 2005 4:17 PM

To: Verne,B. Michael

Subject: FW:4(c) question

Hi, Mike I washoping to get your thoughts on the relevant transaction for 4(c) purposes.Company A is merging with and into Company B with Company B surviving. Each ofA and B filed an HSR in connection with the merger. In exchangefor their shares of Company A, shareholders of Company A will receive votingsecurities of Company B in connection with the merger requiring some of them tofile an HSR. What is the relevant"transaction" for 4(c) documents for shareholders of Company A themerger between Company A and Company B and the receipt of shares of Company B(or just the receipt of shares of Company B)?