0610023 Informal Interpretation

From:(redacted)

Sent:Tuesday, October 24, 2006 4:21 PM

To:Verne, B. Michael

Cc:(redacted)

Subject:Item 4(c) for (redacted)

HiMike:

I'mwriting to memorialize our phone conversation of a few minutes ago. I sketchedfor you the following facts.

Investorowns a company with several plants in several locations. Certainplants/locations are ripe for investor exit now, in 2006 (I'll call these the"A assets"), and a buyer has been identified (the "Abuyer"). Other plants (the "B assets") will continue to beoperated in the short term, and likely will be sold off in the coming months oryears. The A assets and the B assets overlap substantially in the types ofproducts they produce. Even so, for a variety of reasons the A buyer isunlikely to be interested in bidding on the B assets.

Several sets of boardmaterials and investment banker "strategic discussion" materials setforth, in a single document or board book, analyses and talking points on threetopics: (1) sale of the A assets, (2) operation of and later sale of the Bassets, and (3) restructuring the debt of the company. The discussion ofneither (1) nor (3) has any 4(c) content -- (1) relates principally tovaluation of the A assets and the due diligence and negotiations with the Abuyer, and (3) relates to the financial terms and negotiations with lenders.The analyses and talking points at (2), however, contain discussions ofproducts, markets and potential for sales growth, but only with respect to theB assets and their possible eventual sale.

Item4(c) asks for documents that analyze or evaluate the transaction (emphasisadded). A notification and report form is being prepared now for the sale ofthe A assets. It is my conclusion that documents covering all of (1), (2) and(3) above do not need to be produced with the HSR filing for the sale of the Aassets because the only 4(c) content relates only to a separate sale ofdifferent assets to a (likely) different buyer, and so does not analyze orevaluate the sale of the transaction (the sale of the A assets). I recognizethat, if the eventual sale of the B assets turns out to be HSR-reportable (afact about which there is some doubt), these same documents would need to beproduced in connection with the notification and report form for the B assets.

Youconfirmed my conclusion that, as long as these board materials and banker booksdo not contain any 4(c) content as to the A assets, they can be omitted fromthe A assets notification and report form. Thanks for taking the time to talkwith me and my colleague about this analysis.