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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
Do not include convertible securities.

Question

From: (redacted)
Sent: Monday, August 22, 2005 4:27 PM
To: Verne, B. Michael
Cc: (redacted)
Subject: FW: Merger Question

Sorry if this seems basic. I can't believe 1 haven't encounteredthis before. In a merger, when you are determining the value of votingsecurities to be acquired, do you include the value going to holders ofconvertible securities (such as convertible subordinated notes and non-votingconvertible preferred stock)? I am inclined to say no since the acquisition ofthese securities, while "voting securities" under the Act would beexempt from reporting. But I wanted to check. Thanks.

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