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Date
Rule
801.10
Staff
Michael Verne
Response/Comments
No.

Question

From: (redacted)

Sent: Friday, January 27, 2006 9:19 AM

To: Verne, B. Michael

Subject:Merger - treatment of options and other non-voting securities

Hi Mike,

If the Acquiring Person isacquiring the Acquired Person by Merger and in that Merger it will (i) cancelthe options and pay the option holders cash, (ii) cancel the other non-votingsecurities and pay the holders cash and (iii) pay the holders of the votingsecurities cash. In determining the acquisition price do you include the valueof the options and other non-voting securities?

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