Question
From: (redacted)
Sent: Wednesday, May 04, 2005 12:57 PM
To: Verne, B. Michael
Subject: 802.30/7A(c)(10) Exemptions
We are doing a restructuring transaction. I have attached a chart to help inthe explanation. The first diagram is pre-restructuring. The second diagram ispost-restructuring. I would like to confirm with you that the restructuringtransaction is exempt as explained below. For the purposes of this analysis,please assume that all of the size test thresholds are met.
The acquisition of Subsidiary B (a corporation) by Parent A is exempt from thereporting requirements under Section 7A(c)(10) as Parent B's per centum shareof the outstanding voting securities of Subsidiary B will not increase ordecrease as a result of the acquisition/restructuring.
The acquisition of Subsidiary B (a corporation) by Parent B is exempt from thereporting requirements under Rule 802.30 as Parent B (as the ultimate parententity of Subsidiary B) is both the acquiring person and the acquired person.
Refer toimage file for diagrams