0101019 Informal Interpretation

January 19, 2001

VIA Ms. Alice Villavicencio

Compliance Specialist

Federal Trade Commission

Washington, D.C. 20580

Re: Hart-Scott-Rodino Filing

Dear Ms. Villavicencio,

As you recall, I wrote to you on January 12, 2001 to confirm a telephone conversation which we had concerning our upcoming Hart-Scott-Rodino filing on behalf of two health care related, not-for-profit organizations. You contacted me upon receipt of this letter to inquire further as to the nature of the transaction. I appreciate your taking additional time today to discuss this transaction with me. Pursuant to our discussion, we will describe this transaction in item 1(d) of the form as an acquisition of assets and a merger of not for-profit. You have confirmed that there will only be one filing fee required for this merger of not for profit organizations.

Thank you for your assistance.