0505008 Informal Interpretation

From: (redacted)
Sent: Wednesday, May 25, 200512:41 PM
To: Verne, B. Michael
Cc: Peay, Sandra M.
Subject: HSR Form Question

In a transaction to purchase all of the common stock of Company A valued at$70,000,000 from numerous shareholders, and one shareholder owns more than 50%of the stock (thus he is the UPE and the filing party for the Acquired Person),is there any reason to check the "acquisition subject to 801.30" boxin Section 2(b) of the form to reflect that other shareholders not included inthe UPE are also selling their 30% of Company A? Is the fact that otherminority shareholders are selling their shares (none of which are valued at$50,000,000) relevant for these purposes? If you could let me know either bye-mail response or by call back (redacted) it would be appreciated. Thankyou.