0603023 Informal Interpretation

From: (redacted)

Sent: Thursday,March 23, 2006 7:27 PM

To: Verne,B. Michael

Cc: Ovuka,Nancy M.

Subject: HSRQuestion

We have a situation wheretwo companies are contemplating a merger ("Merger 1") and thattransaction has already been granted HSR approval. Those two companies nowexpect to acquire a third company via merger ("Merger 2"), with suchtransaction to close immediately after Merger 1 is effected. Merger 2 willrequire a filing under the HSR Act. The question is who needs to file:

1. Option A: The expectedUPE of the ultimate survivor of Merger 1 files a "pro forma" filingcontaining all relevant information of the two companies that are part ofMerger 1. Since at the time of Merger 2, there will only be one combinedcompany acquiring via merger the third company, a single filing is appropriate.

2. Option B: Each of the twopre-Merger 1 companies file separately for the acquisition that will occurunder Merger 2.

Let me know your thoughts.Thank you.