0604021 Informal Interpretation

From:(redacted)

Sent:Wednesday, April 26, 2006 2:40 PM

To:Verne, B. Michael

Subject:question

Hi,Mike -

It is contemplated that allof the current holders of voting and nonvoting securities in Company A willexchange their shares for the exact same proportion of voting and non votingshares in a new "super holdco", Company B. Assuming all shareholdersconsent to this transaction, the pro rata percentages in Company B will be thesame as were held in Company A and we should not have a filing obligation under7A(c)(10). However if there are a few "stragglers" who do not immediatelyagree to exchange their shares, the voting percentages will be off ever soslightly. In that case, we would propose to only issue voting securities ofCompany B up to the HSR filing thresholds and the rest of the securities issuedwould be convertible voting securities not convertible until each party needingto file HSR files and the waiting period terminates or expires. If all consentsare received before HSRs are filed, then we would revert back to the originalstructure and everyone would hold the same pro rata percentages.