0509008 Informal Interpretation

From: (redacted)
Sent: Tuesday, September 13, 2005 3:18 PM
To: Verne, B. Michael
Cc: (redacted)
Subject: FW: HSR Question

Hi, Mike

I am hoping to get your thoughts onthe following situation:

Company A proposes to acquireassets of Company B ("Transaction 1 ") and has made an HSR filing and received early termination of the waiting period.Before Transaction 1 will close, Company A is likely to acquire 100% of thestock of Company C ("Transaction 2"), an entity unrelated to CompanyA or B, via a separate purchase agreement. Company A and C will each make HSR filings in connection with Transaction 2. As a result ofTransaction 2, Company C will become included within the person of Company A.

Accordingly, at the time of theclosing of Transaction 1, Company A will include an entity (Company C) it didnot hold at the time of its HSR notification for Transaction 1. Afterreviewing the applicable regulations, it seems that Company A should disclosein its Item 3(a) description for Transaction 2 that, subsequent to the closingof Transaction 2, Company A may acquire assets of Company B, for which aseparate HSR filing has been made and for which thewaiting period has been terminated (and supply the transaction number). Butassuming that Transaction 1 closes within a year of the termination of the HSR waiting period and assuming that Company A is still the UPE ofthe acquiring person at the time of the closing of Transaction 1, it doesn'tseem that Company A needs to make any further filing in connection withTransaction 1. Do you agree?