0502001 Informal Interpretation

February 1, 2005

VIA E-MAIL AND FIRST-CLASS MAIL

B. Michael Verne, Esq.
Compliance Specialist
Premerger Notification Office
Bureau of Competition
Room 303
Federal Trade Commission
Washington, DC 20580

Re: HSR Form Item 8

Dear Mr. Verne:

Iwrite as confirmation of our telephone conversation on January 28, 2005 concerning whether Item 8 of the Hart-Scott-RodinoNotification and Report Form requires the identification of acquisitions madeby entities that were not part of the acquiring person at the time when theacquisition was made. My specific question concerned the following factpattern: if in Year 1 Company A purchases Company B, and in Year 2 Company Ppurchases Company A, must the purchase of Company B be reported by Company Punder Item 8 of the Form when Company P makes subsequent reportable acquisitionswithin 5 years of Year 1?

Becausethe Statement of Basis and Purpose relevant to Item 8 makes clear that Item 8seeks information concerning possible patterns of acquisition by the acquiringperson submitting the HSR form, it is evident that acquisitionsmade by companies that were unrelated to the acquiring person when made do notmeet the purposes of Item 8. In our conversation, you confirmed that thepurchase of Company B by Company A in the above example need not be reportedpursuant to Item 8.

Pleaselet me know if you believe that the above does not properly summarize thesubstance of our conversation. Thank you for your assistance.