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Date
Rule
801.15, 802.3
Staff
Michael Verne
Response/Comments
Agree that 801.15 says you would hold $300 MM in assets, so size-of-person test is inapplicable. N Ovuka concurs.

Question

From: (redacted)
Sent: Tuesday, March 23, 2004 7:25 AM
To: Verne,B. Michael
Subject: Interpretation question

An issueI hadn't thought about before. Suppose X is acquiring a coal company for $300million. Does the size-of-person test apply?

802.3says that X can acquire up to $200 million worth of coal reserves withoutreporting, but this deal busts that limit. One view would be that, afterapplying the $200 million 'exemption,' what's left is a $100 millionacquisition, and the SOP tests would have to be satisfied. However, I read801.15 to say that, because the $200 million limit in 802.3 is exceeded, theentire $300 million acquisition is reportable, and the SOP tests would notapply.

What say you?

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