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Date
Rule
Form Item 5
Staff
Michael Verne
Response/Comments
It would not be necessary, but it would be helpful if you mentioned the pending acquisition of B in Item 3(a), especially if the acquisition of B would create overlaps with C.

Question

From:(redacted)

Sent:Thursday, September 07, 2006 5:26 PM

To:Verne, B. Michael

Subject:Hypothetical Question

Mr.Verne:

I was wondering if you could help me with ahypothetic question. Company A will be consummating the acquisition of CompanyB, a non-reportable transaction, in one month. Company A has entered anagreement to acquire Company C in a reportable transaction that will consummatein two months if early termination is granted.

MustCompany A adjust its item 5 revenues to reflect the pending acquisition ofCompany B when it reports the Company C acquisition? Item 5's instructions appearto be phrased in terms of the reporting person as it is at the time ofnotification and adjusting the revenues for completed transactions, so I wouldconclude that it would not be necessary.

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