Question
From: (redacted)
Sent: Friday, March 18, 2005 5:16 PM
To: Verne, B. Michael
Cc: (redacted)
Subject: ESOP HSR Query
Mike,
Thank you againfor your help yesterday and for your putting up with my chicken scratches(handwriting).
I am separatelywriting to confirm the advice you gave me relating to the potential Rule 802.35transaction. I am working on this one with (redacted) copied above. Andy and Iwould appreciate a confirming email from you for our respective files.
Facts
Pursuant to astock redemption agreement, XYZ Corp will acquire certain of its own sharesfrom various shareholders. The employee trust acquisition of XYZ Corp shareswill occur immediately thereafter by which the employee trust will acquire 100%of the outstanding voting securities of XYZ Corp. The employee trustacquisition of XYZ Corp shares satisfies the requirements of the Rule 802.35exemption.
FTC PNO Advice
Assuming 803.20(ex. 4) is not available b/c XYZ Corp is controlled by ABC Corp by reason of acontractual right to designate 50% of XYZ Corps board, then the FTC PNO nevertheless views the redemption as part of or "rolled upinto" the exempt employee trust acquisition and therefore XYZ Corp neednot file under the HSR Act and Rules in connection with theacquisition of its shares as described above.