Question
From: (redacted)
Sent: Tuesday, May 12, 2009 8:35 AM
To: Verne, B. Michael
Cc: (redacted)
Subject: This is what I called about.
This relates to the transaction( s) (redacted)and I sent you an email on last week.
In the first step of the transactions (redacted) which has 6 different classes ofcommon stock (A and B shares) linked or tracking Entertainment, Capital andInteractive. The A&B shares for Entertainment = 42% of the (redacted) voting power. A& B Cap = 8.6%and A&B Interactive =49.3%. In the Splitco transaction each holder ofA&B Entertainment will receive Splitco voting securities with voting powerequivalent to the voting power of their A&B Entertainment shares. Holdersof the Cap and Interactive trackers will receive no Splitco shares. Splitcowill hold only assets which were previously held by (redacted).(Redacted) held some shares of each of the tracking stocks the totalof which resulted in his holding 31.39% of (redacted)voting power. His voting power in Splitco goes down to 29.72% goes down becausehe held a larger % of his (redacted)votingpower in Interactive and Capital tracking shares. It seem to me C 10 results in(redacted) not having a filingobligation with respect to his recite of Splitco voting securities. Do youagree?