0511032 Informal Interpretation

From: (redacted)

Sent: Thursday, November 03, 2005 9:26 AM

To: Verne,B. Michael

Subject: Interp

The question Ijust left on your voicemail was this.

Two companieswill contribute to formation of a new LLC.

One company willcontribute the assets of an existing division and take back a majority interestin the LLC.

The othercompany will merge into the LLC and take back a minority interest?

I had looked atthis as an 801.50 situation where the majority owner would report itsacquisition of the minority company that merges in, and there would be nofiling by an acquired person.

Of course, ifit's an 801.2(d), then both parties file as both acquiring and acquired(subject to any specifically available exemptions).