Re: Federal Trade Commission Substitues NAICS Codes for SIC Codes on HSR
Forms

                     Attached is a memorandum, from Sullivan & Cromwell 
concerning the above subject. A summary is also included at the end of the 
text of this e-mail message.

                     The attached file is in Adobe Acrobat format.  We 
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system's function for opening attachments in their native format.
Hard copies can be obtained from Ivy Moreno at S&C in New York,
telephone 212-558-3448, e-mail: Morenoi@sullcrom.com.


SUMMARY

                     The Federal Trade Commission's Premerger
Notification Office (''PNO'') has announced it will begin requiring
as of July 1, 2001 that information in Item 5, 7 and 8 of the
Hart-Scott-Rodino Premerger Notification Form be submitted using
the North American Industrial Classification System (''NAICS'')codes
rather than the Standard Industrial Classification (''SIC'') codes
that are currently used.  At the same time, 1997 (rather than 1992)
will become the base year for Items 5(a) and 5(b)(i), which require
the reporting of certain revenue data.  Revenues from the most recent
year will be required to be reported using NAICS codes as well.






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