0010006 Informal Interpretation

From: [redacted]

To: mverne@

Date: Mon, Oct 9, 2000 11:31 AM

Subject: HSR interpretation

HI Mike - I would appreciate your guidance on the following fact pattern:

Facts: A and B wish to engage in a business combination. A will be merged with and into B and shareholders of A and B will be ginven shares of C - the consolidated entity. Neither A nor B are $100 million persons, But C will have in excess of $100 after the consolidation. Issue: I believe there would be no filing obligation for the consolidation as there is no $100 person. Assuming however, that shareholders of A and B are $10 million persons, and the investment only exemption is not available, would shareholders of A and or B have a filing obligation in their acquisition of shares of C?

Thanks,

[redacted]

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cc: [redacted]