0010009 Informal Interpretation

From: [redacted]

To: mvern@

Date: Thu, Oct 12, 2000 1:47 PM

Subject: FW: HSR interpretation

One last follow-up. The parties have restructured the transaction so that now A will be merged with and into B. Since neither A nor B is a $100 person, there is no filing obligation for the underlying merger, Z, a shareholder of A will get in excess of $15 million of B's shares as a consequence of the merger. Z is a $100 million person and will have a board seat in the merged company. Another shareholder X, holds shares of both A and B, and as a consequence of the Merger will hold shares of B valued in excess of $15 million. (Premerger X's shares of B were both about $3 million) Shareholder X is also a $100 million person and will have a board seat in the merged company.

It thus appears that both X and Z will be required to file as acquiring persons and B will file as the acquired person. As discussed on Tuesday, If this were a consolidation, B's filing would need to include information from both A and B. Is the rationale the same even though this now structured as a merger? (**There will be no filing for underlying merger**)

Also - Do you have any intelligence on when the new thresholds and filing fees will be passed? I heard a rumor yesterday that it could happen as soon as next week.

Thanks.