0609011 Informal Interpretation

From:(redacted)

Sent:Monday, September 25, 2006 8:04 AM

To:Verne, B. Michael

Subject:7A(c)(10) Exemption

HiMike,

Hope you enjoyed your weekend. In a transaction inwhich the target is offering a new round of voting securities to its currentshareholders and any new investors would the acquisition of a present investorthat does not increase that investors interest in the target but does cross thethreshold be exempt? If a present shareholder acquires additional securitiesits investment will be valued at over $56.7 million, however the totalpercentage it will hold will decrease, so if the investor presently holds 30%after this new round that investor will hold 25% of the total outstandingvoting securities of the target. Is this acquisition exempt from the HSR filingunder 7A(c)(10) because the result of the acquisition of the voting securitiesdoes not result in an increase, directly or indirectly, of the acquiringperson's per centum share of the outstanding voting securities?