---------------------- Forwarded by Kay Mann/Corp/Enron on 12/22/2000 02:20 
PM ---------------------------


"Keffer, John" <JKeffer@KSLAW.com> on 12/22/2000 02:16:00 PM
To: "Mrs. C. Kay Mann (E-mail)" <Kay.Mann@enron.com>
cc:  

Subject: Client Alert-Hart Scott-Rodino Amendments

Attached is a Client Alert, which discusses amendments to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 that were signed this
week by the President.  As you know, the HSR Act imposes a premerger
notification obligation for mergers and acquisitions exceeding certain size
thresholds.

The amendments take effect as of February 1, 2001 and govern transactions
that close on or after that date.  As anticipated, the amendments increase
the size-of-transaction threshold from $15 million to $50 million, and they
eliminate the 15% prong of the size-of-transaction threshold.  They also
eliminate the size-of-person threshold for transactions with a value
exceeding $200 million.  Congress projects that about half of filings will
be eliminated under the new thresholds.  The amendments also adopt a
three-tier filing fee structure, with filing fees increased for larger
transactions.

John L. Keffer
King & Spalding
713 751 3255
713 751 3280 (fax)
jkeffer@kslaw.com
 <<Hart-Scott-Rodino HSR Amendment Client Alert.DOC>> 





                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.