SERVICE ISSUES APPLICATION GUIDELINES FOR LETTER RULINGS ON CORPORATE REORGANIZATIONS

Rev. Proc. 86-42

SECTION 1. PURPOSE

The purpose of this revenue procedure is to amplify Rev. Proc. 77-37, 1977-2 C.B. 568, as amplified by Rev. Proc. 77-41, 1977-2 C.B. 574, Rev. Proc. 83-81, 1983-2 C.B. 598, and Rev. Proc. 84-42, 1984-1 C.B. 521, and superseded in part by Rev. Proc. 79-14, 1979-1 C.B. 496. Rev. Proc. 77-37, as amplified and superseded in part, sets forth certain operating rules of the Internal Revenue Service pertaining to issuing letter rulings and in determining whether it should decline to issue letter rulings.

SEC. 2. BACKGROUND

The Internal Revenue Service receives many requests for rulings in which the information relating to the proposed transaction is not sufficient to permit a determination to be made. In these cases, it is necessary to obtain additional facts from the taxpayer before the request for a letter ruling can be considered. Obtaining these additional facts is time consuming for both Service personnel and taxpayers and delays issuance of the letter ruling.

In addition to the operating rules set forth in Rev. Proc. 77-37, the Service has developed certain standard representations that must be submitted as a prerequisite to the issuance of rulings on the tax consequences of specific transactions. These representations ensure that specific statutory and judicial requirements and administrative ruling guidelines are satisfied. The purpose of this revenue procedure is to facilitate the filing and processing of requests for ruling for certain enumerated transactions under section 368(a)(1) of the Internal Revenue Code by showing specific representations to be included so that the requests will be as complete as possible when initially filed. Because the information and representations necessary to rule on a particular transaction depend upon all the facts and circumstances, representations in addition to those set forth in this revenue procedure may be required. Careful attention to the preparation of the appropriate representations set forth below will aid in the timely processing of the letter ruling requests.

SEC. 3. PROCEDURE

Rev. Proc. 77-37 is amplified by adding the following as a new section 7 and renumbering the present sections 7 and 8 as sections 8 and 9:

SEC. 7. REPRESENTATIONS

Each representation set forth in this section ordinarily should be submitted in the application for a ruling under the applicable enumerated subparagraph of section 368(a)(1) of the Code. Each representation set forth in the appropriate subsection below should be submitted precisely in the language requested. If a representation cannot be submitted as requested, an explanation must be given. Variations of the language of the representations may delay processing the ruling request and will not be accepted unless reasons satisfactory to the Service are submitted.

The representations relating to the acquisitive reorganizations defined in section 368(a)(1) can be found in the following subsections of this section:

     01 Section 368(a)(1)(A)

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OR MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF THE MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE, OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF ACQUIRING STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF ACQUIRING STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY, SURRENDERED BY DISSENTERS, OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF ACQUIRING STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF ACQUIRING STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR OR SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternately, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. ACQUIRING HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

4. ACQUIRING HAS NO PLAN OR INTENTION TO SELL OR OTHERWISE DISPOSE OF ANY OF THE ASSETS OF TARGET ACQUIRED IN THE TRANSACTION, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS OR TRANSFERS DESCRIBED IN SECTION 368(a)(2)(C) OF THE INTERNAL REVENUE CODE.

5. THE LIABILITIES OF TARGET ASSUMED BY ACQUIRING AND THE LIABILITIES TO WHICH THE TRANSFERRED ASSETS OF TARGET ARE SUBJECT WERE INCURRED BY TARGET IN THE ORDINARY COURSE OF ITS BUSINESS.

6. FOLLOWING THE TRANSACTION, ACQUIRING WILL CONTINUE THE HISTORIC BUSINESS OF TARGET OR USE A SIGNIFICANT PORTION OF TARGET'S HISTORIC BUSINESS ASSETS IN A BUSINESS.

7. ACQUIRING, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

8. THERE IS NO INTERCORPORATE INDEBTEDNESS EXISTING BETWEEN TARGET AND ACQUIRING THAT WAS ISSUED, ACQUIRED, OR WILL BE SETTLED AT A DISCOUNT.

9. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) AND (iv) OF THE INTERNAL REVENUE CODE.

10. TARGET IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OR SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

11. THE FAIR MARKET VALUE OF THE ASSETS OF TARGET TRANSFERRED TO ACQUIRING WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES ASSUMED BY ACQUIRING PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

12. (If the transaction also meets the definition of a reorganization under section 368(a)(1)(D) of the Code, submit the following:)

THE TOTAL ADJUSTED BASIS OF THE ASSETS OF TARGET TRANSFERRED TO ACQUIRING WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES ASSUMED BY ACQUIRING, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

02 Section 368(a)(1)(A) and (a)(2)(D) mergers

Legend: Parent = the controlling corporation

Sub = the acquiring corporation

Target = the transferor corporation

1. THE FAIR MARKET VALUE OF THE PARENT STOCK AND OTHER CONSIDERATION RECEIVED BY EACH TARGET SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE TARGET STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OF MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF THE MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF PARENT STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF PARENT STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY, SURRENDERED BY DISSENTERS OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF PARENT STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF PARENT STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR OR SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternately, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. SUB WILL ACQUIRE AT LEAST 90 PERCENT OF THE FAIR MARKET VALUE OF THE NET ASSETS AND AT LEAST 70 PERCENT OF THE FAIR MARKET VALUE OF THE GROSS ASSETS HELD BY TARGET IMMEDIATELY PRIOR TO THE TRANSACTION, FOR PURPOSES OF THIS REPRESENTATION, AMOUNTS PAID BY TARGET TO DISSENTERS, AMOUNTS PAID BY TARGET TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, TARGET ASSETS USED TO PAY ITS REORGANIZATION EXPENSES, AND ALL REDEMPTIONS AND DISTRIBUTIONS (EXCEPT FOR REGULAR, NORMAL DIVIDENDS) MADE BY TARGET IMMEDIATELY PRECEDING THE TRANSFER, WILL BE INCLUDED AS ASSETS OF TARGET HELD IMMEDIATELY PRIOR TO THE TRANSACTION.

4. PRIOR TO THE TRANSACTION, PARENT WILL BE IN CONTROL OF SUB WITHIN THE MEANING OF SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

5. FOLLOWING THE TRANSACTION, SUB WILL NOT ISSUE ADDITIONAL SHARES OF ITS STOCK THAT WOULD RESULT IN PARENT LOSING CONTROL OF SUB WITHIN THE MEANING OF SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

6. PARENT HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

7. PARENT HAS NO PLAN OR INTENTION TO LIQUIDATE SUB; TO MERGE SUB WITH AND INTO ANOTHER CORPORATION; TO SELL OR OTHERWISE DISPOSE OF THE STOCK OF SUB; OR TO CAUSE SUB TO SELL OR OTHERWISE DISPOSE OF ANY OF THE ASSETS OF TARGET ACQUIRED IN THE TRANSACTION, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS OR TRANSFERS DESCRIBED IN SECTION 368(a)(2)(C) OF THE INTERNAL REVENUE CODE.

8. THE LIABILITIES OF TARGET ASSUMED BY SUB AND THE LIABILITIES TO WHICH THE TRANSFERRED ASSETS OF TARGET ARE SUBJECT WERE INCURRED BY TARGET IN THE ORDINARY COURSE OF ITS BUSINESS.

9. FOLLOWING THE TRANSACTION, SUB WILL CONTINUE THE HISTORIC BUSINESS OF TARGET OR USE A SIGNIFICANT PORTION OF TARGET'S BUSINESS ASSETS IN A BUSINESS.

10. PARENT, SUB, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

11. THERE IS NO INTERCORPORATE INDEBTEDNESS EXISTING BETWEEN PARENT AND TARGET OR BETWEEN SUB AND TARGET THAT WAS ISSUED, ACQUIRED, OR WILL BE SETTLED AT A DISCOUNT.

12. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) and (iv) OF THE INTERNAL REVENUE CODE.

13. TARGET IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OR SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

14. THE FAIR MARKET VALUE OF THE ASSETS OF TARGET TRANSFERRED TO SUB WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES ASSUMED BY SUB, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

15. NO STOCK OF SUB WILL BE ISSUED IN THE TRANSACTION.

03 Section 368(a)(1)(A) and (a)(2)(E) mergers:

Legend: Parent = the controlling corporation

Sub = the merged corporation

Target = the surviving corporation

1. THE FAIR MARKET VALUE OF THE PARENT STOCK AND OTHER CONSIDERATION RECEIVED BY EACH TARGET SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE TARGET STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OR MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF THE MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE, OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF PARENT STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF PARENT STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY, SURRENDERED BY DISSENTERS OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF PARENT STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF PARENT STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR OR SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternatively, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. FOLLOWING THE TRANSACTION, TARGET WILL HOLD AT LEAST 90 PERCENT OF THE FAIR MARKET VALUE OF ITS NET ASSETS AND AT LEAST 70 PERCENT OF THE FAIR MARKET VALUE OF ITS GROSS ASSETS AND AT LEAST 90 PERCENT OF THE FAIR MARKET VALUE OF SUB'S NET ASSETS AND AT LEAST 70 PERCENT OF THE FAIR MARKET VALUE OF SUB'S GROSS ASSETS HELD IMMEDIATELY PRIOR TO THE TRANSACTION. FOR PURPOSES OF THIS REPRESENTATION, AMOUNTS PAID BY TARGET OR SUB TO DISSENTERS, AMOUNTS PAID BY TARGET OR SUB TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, AMOUNTS USED BY TARGET OR SUB TO PAY REORGANIZATION EXPENSES, AND ALL REDEMPTIONS AND DISTRIBUTIONS (EXCEPT FOR REGULAR, NORMAL DIVIDENDS) MADE BY TARGET WILL BE INCLUDED AS ASSETS OF TARGET OR SUB, RESPECTIVELY, IMMEDIATELY PRIOR TO THE TRANSACTION.

4. PRIOR TO THE TRANSACTION, PARENT WILL BE IN CONTROL OF SUB WITHIN THE MEANING OF SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

5. TARGET HAS NO PLAN OR INTENTION TO ISSUE ADDITIONAL SHARES OF ITS STOCK THAT WOULD RESULT IN PARENT LOSING CONTROL OF TARGET WITHIN THE MEANING OF SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

6. PARENT HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

7. PARENT HAS NO PLAN OR INTENTION TO LIQUIDATE TARGET; TO MERGE TARGET WITH OR INTO ANOTHER CORPORATION; TO SELL OR OTHERWISE DISPOSE OF THE STOCK OF TARGET EXCEPT FOR TRANSFERS OF STOCK TO CORPORATIONS CONTROLLED BY PARENT; OR TO CAUSE TARGET TO SELL OR OTHERWISE DISPOSE OF ANY OF ITS ASSETS OR OF ANY OF THE ASSETS ACQUIRED FROM SUB, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS OR TRANSFERS OF ASSETS TO A CORPORATION CONTROLLED BY TARGET.

8. THE LIABILITIES OF SUB ASSUMED BY TARGET AND THE LIABILITIES TO WHICH THE TRANSFERRED ASSETS OF SUB ARE SUBJECT WERE INCURRED BY SUB IN THE ORDINARY COURSE OF ITS BUSINESS. (Alternatively) SUB WILL HAVE NO LIABILITIES ASSUMED BY TARGET, AND WILL NOT TRANSFER TO TARGET ANY ASSETS SUBJECT TO LIABILITIES, IN THE TRANSACTION.

9. FOLLOWING THE TRANSACTION, TARGET WILL CONTINUE ITS HISTORIC BUSINESS OR USE A SIGNIFICANT PORTION OF ITS HISTORIC BUSINESS ASSETS IN A BUSINESS.

10. PARENT, SUB, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

11. THERE IS NO INTERCORPORATE INDEBTEDNESS EXISTING BETWEEN PARENT AND TARGET OR BETWEEN SUB AND TARGET THAT WAS ISSUED, ACQUIRED, OR WILL BE SETTLED AT A DISCOUNT.

12. IN THE TRANSACTION, SHARES OF TARGET STOCK REPRESENTING CONTROL OF TARGET, AS DEFINED IN SECTION 368(c)(1) OF THE CODE, WILL BE EXCHANGED SOLELY FOR VOTING STOCK OF PARENT, FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY ORIGINATING WITH PARENT WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION.

13. AT THE TIME OF THE TRANSACTION, TARGET WILL NOT HAVE OUTSTANDING ANY WARRANTS, OPTIONS, COVERTIBLE SECURITIES, OR ANY OTHER TYPE OF RIGHT PURSUANT TO WHICH ANY PERSON COULD ACQUIRE STOCK IN TARGET THAT, IF EXERCISED OR CONVERTED, WOULD AFFECT PARENT'S ACQUISITION OR RETENTION OF CONTROL OF TARGET, AS DEFINED IN SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

14. PARENT DOES NOT OWN, NOR HAS IT OWNED DURING THE PAST FIVE YEARS, ANY SHARES OF THE STOCK OF TARGET.

15. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) AND (iv) OF THE INTERNAL REVENUE CODE.

16. ON THE DATE OF THE TRANSACTION, THE FAIR MARKET VALUE OF THE ASSETS OF TARGET WILL EXCEED THE SUM OF ITS LIABILITIES, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE ASSETS ARE SUBJECT.

17. TARGET IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OR SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

04 Section 368(a)(1)(B) reorganizations:

LEGEND: Acquiring = the acquiring corporation

Target = the corporation whose stock is acquired

1. THE FAIR MARKET VALUE OF THE ACQUIRING STOCK RECEIVED BY EACH TARGET SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE TARGET STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OR MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF THE MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE, OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF ACQUIRING STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF ACQUIRING STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK SURRENDERED BY DISSENTERS OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF ACQUIRING STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF ACQUIRING STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR OR SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternatively, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. TARGET HAS NO PLAN OR INTENTION TO ISSUE ADDITIONAL SHARES OF ITS STOCK THAT WOULD RESULT IN ACQUIRING LOSING CONTROL OF TARGET WITHIN THE MEANING OF SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

4. ACQUIRING HAS NO PLAN OR INTENTION TO LIQUIDATE TARGET; TO MERGE TARGET INTO ANOTHER CORPORATION; TO CAUSE TARGET TO SELL OR OTHERWISE DISPOSE OF ANY OF ITS ASSETS, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS; OR TO SELL OR OTHERWISE DISPOSE OF ANY OF THE TARGET STOCK ACQUIRED IN THE TRANSACTION, EXCEPT FOR TRANSFERS DESCRIBED IN SECTION 368(a)(2)(C) OF THE INTERNAL REVENUE CODE.

5. ACQUIRING HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

6. ACQUIRING, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

7. ACQUIRING WILL ACQUIRE TARGET STOCK SOLELY IN EXCHANGE FOR ACQUIRING VOTING STOCK FOR PURPOSES OF THIS REPRESENTATION, TARGET STOCK REDEEMED FOR CASH OR OTHER PROPERTY FURNISHED BY ACQUIRING WILL BE CONSIDERED AS ACQUIRED BY ACQUIRING. FURTHER, NO LIABILITIES OF TARGET OR THE TARGET SHAREHOLDERS WILL BE ASSUMED BY ACQUIRING, NOR WILL ANY OF THE TARGET STOCK BE SUBJECT TO ANY LIABILITIES.

8. AT THE TIME OF THE TRANSACTION, TARGET WILL NOT HAVE OUTSTANDING ANY WARRANTS, OPTIONS, CONVERTIBLE SECURITIES, OR ANY OTHER TYPE OF RIGHT PURSUANT TO WHICH ANY PERSON COULD ACQUIRE STOCK IN TARGET THAT, IF EXERCISED OR CONVERTED, WOULD AFFECT ACQUIRING'S ACQUISITION OR RETENTION OF CONTROL OF TARGET, AS DEFINED IN SECTION 368(c)(1) OF THE INTERNAL REVENUE CODE.

9. ACQUIRING DOES NOT OWN, DIRECTLY OR INDIRECTLY, NOR HAS IT OWNED DURING THE PAST FIVE YEARS, DIRECTLY OR INDIRECTLY, ANY STOCK OF TARGET.

10. FOLLOWING THE TRANSACTION, TARGET WILL CONTINUE ITS HISTORIC BUSINESS OR USE A SIGNIFICANT PORTION OF ITS HISTORIC BUSINESS ASSETS IN A BUSINESS.

11. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) AND (iv) OF THE INTERNAL REVENUE CODE.

12. TARGET WILL PAY ITS DISSENTING SHAREHOLDERS THE VALUE OF THEIR STOCK OUT OF ITS OWN FUNDS. NO FUNDS WILL BE SUPPLIED FOR THAT PURPOSE, DIRECTLY OR INDIRECTLY, BY ACQUIRING, NOR WILL ACQUIRING DIRECTLY OR INDIRECTLY REIMBURSE TARGET FOR ANY PAYMENTS TO DISSENTERS. (Alternatively) THERE WILL BE NO DISSENTERS TO THE TRANSACTION.

13. ON THE DATE OF THE TRANSACTION, THE FAIR MARKET VALUE OF THE ASSETS OF TARGET WILL EXCEED THE SUM OF ITS LIABILITIES PLUS THE LIABILITIES, IF ANY, TO WHICH THE ASSETS ARE SUBJECT.

05 Section 368(a)(1)(C) reorganizations:

LEGEND: Acquiring = the acquiring transferee corporation

Target = the transferor corporation

1. THE FAIR MARKET VALUE OF THE ACQUIRING STOCK RECEIVED BY EACH TARGET SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE TARGET STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OR MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE, OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF ACQUIRING STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF ACQUIRING STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY, SURRENDERED BY DISSENTERS, OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF ACQUIRING STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF ACQUIRING STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR OR SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternatively, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. ACQUIRING WILL ACQUIRE AT LEAST 90 PERCENT OF THE FAIR MARKET VALUE OF THE NET ASSETS AND AT LEAST 70 PERCENT OF THE FAIR MARKET VALUE OF THE GROSS ASSETS HELD BY TARGET IMMEDIATELY PRIOR TO THE TRANSACTION. FOR PURPOSES OF THIS REPRESENTATION, AMOUNTS PAID BY TARGET TO DISSENTERS, AMOUNTS USED BY TARGET TO PAY ITS REORGANIZATION EXPENSES, AMOUNTS PAID BY TARGET TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, AND ALL REDEMPTIONS AND DISTRIBUTIONS (EXCEPT FOR REGULAR, NORMAL DIVIDENDS) MADE BY TARGET IMMEDIATELY PRECEDING THE TRANSFER WILL BE INCLUDED AS ASSETS OF TARGET HELD IMMEDIATELY PRIOR TO THE TRANSACTION.

4. ACQUIRING HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

5. ACQUIRING HAS NO PLAN OR INTENTION TO SELL OR OTHERWISE DISPOSE OF ANY OF THE ASSETS OF TARGET ACQUIRED IN THE TRANSACTION, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS OR TRANSFERS DESCRIBED IN SECTION 368(a)(2)(C) OF THE INTERNAL REVENUE CODE.

6. TARGET WILL DISTRIBUTE THE STOCK, SECURITIES, AND OTHER PROPERTY IT RECEIVES IN THE TRANSACTION, AND ITS OTHER PROPERTIES, IN PURSUANCE OF THE PLAN OF REORGANIZATION.

7. THE LIABILITIES OF TARGET ASSUMED BY ACQUIRING AND THE LIABILITIES TO WHICH THE TRANSFERRED ASSETS OF TARGET ARE SUBJECT WERE INCURRED BY TARGET IN THE ORDINARY COURSE OF ITS BUSINESS.

8. FOLLOWING THE TRANSACTION, ACQUIRING WILL CONTINUE THE HISTORIC BUSINESS OF TARGET OR USE A SIGNIFICANT PORTION OF TARGET'S HISTORIC BUSINESS ASSETS IN A BUSINESS.

9. ACQUIRING, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

10. THERE IS NO INTERCORPORATE INDEBTEDNESS EXISTING BETWEEN ACQUIRING AND TARGET THAT WAS ISSUED, ACQUIRED, OR WILL BE SETTLED AT A DISCOUNT.

11. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) AND (iv) OF THE INTERNAL REVENUE CODE.

12. ACQUIRING DOES NOT OWN, DIRECTLY OR INDIRECTLY, NOR HAS IT OWNED DURING THE PAST FIVE YEARS, DIRECTLY OR INDIRECTLY, ANY STOCK OF TARGET.

13. THE FAIR MARKET VALUE OF THE ASSETS OF TARGET TRANSFERRED TO ACQUIRING WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES ASSUMED BY ACQUIRING, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

14. TARGET IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OR SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

06 Section 368(a)(1)(D) acquisitive reorganizations:

LEGEND: Acquiring = the transferee corporation

Target = the transferor corporation

1. THE FAIR MARKET VALUE OF THE ACQUIRING STOCK AND OTHER CONSIDERATION RECEIVED BY EACH TARGET SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE TARGET STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF TARGET WHO OWN 1 PERCENT OR MORE OF THE TARGET STOCK, AND TO THE BEST OF THE KNOWLEDGE OF THE MANAGEMENT OF TARGET, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF TARGET TO SELL, EXCHANGE, OR OTHERWISE DISPOSE OF A NUMBER OF SHARES OF ACQUIRING STOCK RECEIVED IN THE TRANSACTION THAT WOULD REDUCE THE TARGET SHAREHOLDERS' OWNERSHIP OF ACQUIRING STOCK TO A NUMBER OF SHARES HAVING A VALUE, AS OF THE DATE OF THE TRANSACTION, OF LESS THAN 50 PERCENT OF THE VALUE OF ALL OF THE FORMERLY OUTSTANDING STOCK OF TARGET AS OF THE SAME DATE. FOR PURPOSES OF THIS REPRESENTATION, SHARES OF TARGET STOCK EXCHANGED FOR CASH OR OTHER PROPERTY, SURRENDERED BY DISSENTERS OR EXCHANGED FOR CASH IN LIEU OF FRACTIONAL SHARES OF ACQUIRING STOCK WILL BE TREATED AS OUTSTANDING TARGET STOCK ON THE DATE OF THE TRANSACTION. MOREOVER, SHARES OF TARGET STOCK AND SHARES OF ACQUIRING STOCK HELD BY TARGET SHAREHOLDERS AND OTHERWISE SOLD, REDEEMED, OR DISPOSED OF PRIOR TO SUBSEQUENT TO THE TRANSACTION WILL BE CONSIDERED IN MAKING THIS REPRESENTATION. (Alternatively, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. ACQUIRING WILL ACQUIRE AT LEAST 90 PERCENT OF THE FAIR MARKET VALUE OF THE NET ASSETS AND AT LEAST 70 PERCENT OF THE FAIR MARKET VALUE OF THE GROSS ASSETS HELD BY TARGET IMMEDIATELY PRIOR TO THE TRANSACTION. FOR PURPOSES OF THIS REPRESENTATION, AMOUNTS PAID BY TARGET TO DISSENTERS, AMOUNTS PAID BY TARGET TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, AMOUNTS USED BY TARGET TO PAY ITS REORGANIZATION EXPENSES, AND ALL REDEMPTIONS AND DISTRIBUTIONS (EXCEPT FOR REGULAR, NORMAL DIVIDENDS) MADE BY TARGET IMMEDIATELY PRECEDING THE TRANSFER WILL BE INCLUDED AS ASSETS OF TARGET HELD IMMEDIATELY PRIOR TO THE TRANSACTION.

4. AFTER THE TRANSACTION, THE SHAREHOLDERS OF TARGET WILL BE IN CONTROL OF ACQUIRING WITHIN THE MEANING OF SECTION 368(c)(2) OF THE INTERNAL REVENUE CODE.

5. ACQUIRING HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

6. ACQUIRING HAS NO PLAN OR INTENTION TO SELL OR OTHERWISE DISPOSE OF ANY OF THE ASSETS OR TARGET ACQUIRED IN THE TRANSACTION, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS.

7. THE LIABILITIES OF TARGET ASSUMED BY ACQUIRING PLUS THE LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT WERE INCURRED BY TARGET IN THE ORDINARY COURSE OF ITS BUSINESS AND ARE ASSOCIATED WITH THE ASSETS TRANSFERRED.

8. FOLLOWING THE TRANSACTION, ACQUIRING WILL CONTINUE THE HISTORIC BUSINESS OF TARGET OR USE A SIGNIFICANT PORTION OF TARGET'S HISTORIC BUSINESS ASSETS IN A BUSINESS.

9. AT THE TIME OF THE TRANSACTION, ACQUIRING WILL NOT HAVE OUTSTANDING ANY WARRANTS, OPTIONS, CONVERTIBLE SECURITIES, OR ANY OTHER TYPE OF RIGHT PURSUANT TO WHICH ANY PERSON COULD ACQUIRE STOCK IN ACQUIRING THAT, IF EXERCISED OR CONVERTED, WOULD AFFECT THE TARGET SHAREHOLDERS' ACQUISITION OR RETENTION OF CONTROL OF ACQUIRING, AS DEFINED IN SECTION 368(c)(2) OF THE INTERNAL REVENUE CODE.

10. ACQUIRING, TARGET, AND THE SHAREHOLDERS OF TARGET WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

11. THERE IS NO INTERCORPORATE INDEBTEDNESS EXISTING BETWEEN ACQUIRING AND TARGET THAT WAS ISSUED, ACQUIRED, OR WILL BE SETTLED AT A DISCOUNT.

12. NO TWO PARTIES TO THE TRANSACTION ARE INVESTMENT COMPANIES AS DEFINED IN SECTION 368(a)(2)(F)(iii) AND (iv) OF THE INTERNAL REVENUE CODE.

13. THE FAIR MARKET VALUE OF THE ASSETS OF TARGET TRANSFERRED TO ACQUIRING WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES ASSUMED BY ACQUIRING, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

14. THE TOTAL ADJUSTED BASIS OF THE ASSETS OF TARGET TRANSFERRED TO ACQUIRING WILL EQUAL OR EXCEED THE SUM OF THE LIABILITIES TO BE ASSUMED BY ACQUIRING, PLUS THE AMOUNT OF LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT.

15. TARGET IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OR SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

07 Section 368(a)(1)(F) reorganizations:

LEGEND: Oldco = the transferor corporation

Newco = the surviving transferee corporation

1. THE FAIR MARKET VALUE OF THE NEWCO STOCK AND OTHER CONSIDERATION RECEIVED BY EACH OLDCO SHAREHOLDER WILL BE APPROXIMATELY EQUAL TO THE FAIR MARKET VALUE OF THE OLDCO STOCK SURRENDERED IN THE EXCHANGE.

2. THERE IS NO PLAN OR INTENTION BY THE SHAREHOLDERS OF OLDCO WHO OWN 1 PERCENT OR MORE OF THE OLDCO STOCK, AND TO THE BEST OF THE KNOWLEDGE OF MANAGEMENT OF OLDCO, THERE IS NO PLAN OR INTENTION ON THE PART OF THE REMAINING SHAREHOLDERS OF OLDCO TO SELL, EXCHANGE OR OTHERWISE DISPOSE OF ANY OF THE SHARES OF NEWCO STOCK RECEIVED IN THE TRANSACTION. (Alternatively, for publicly traded companies, submit the above representation substituting "5 percent" for "1 percent" where it appears.)

3. IMMEDIATELY FOLLOWING CONSUMMATION OF THE TRANSACTION, THE SHAREHOLDERS OF OLDCO WILL OWN ALL OF THE OUTSTANDING NEWCO STOCK AND WILL OWN SUCH STOCK SOLELY BY REASON OF THEIR OWNERSHIP OF OLDCO STOCK IMMEDIATELY PRIOR TO THE TRANSACTION.

4. NEWCO HAS NO PLAN OR INTENTION TO ISSUE ADDITIONAL SHARES OF ITS STOCK FOLLOWING THE TRANSACTION.

5. IMMEDIATELY FOLLOWING CONSUMMATION OF THE TRANSACTION, NEWCO WILL POSSESS THE SAME ASSETS AND LIABILITIES, EXCEPT FOR ASSETS DISTRIBUTED TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, ASSETS USED TO PAY DISSENTERS TO THE TRANSACTION, AND ASSETS USED TO PAY EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTION, AS THOSE POSSESSED BY OLDCO IMMEDIATELY PRIOR TO THE TRANSACTION. ASSETS DISTRIBUTED TO SHAREHOLDERS WHO RECEIVE CASH OR OTHER PROPERTY, ASSETS USED TO PAY EXPENSES, ASSETS USED TO PAY DISSENTERS TO THE TRANSACTION, AND ALL REDEMPTIONS AND DISTRIBUTIONS (EXCEPT FOR REGULAR, NORMAL DIVIDENDS) MADE BY OLDCO IMMEDIATELY PRECEDING THE TRANSACTION WILL, IN THE AGGREGATE, CONSTITUTE LESS THAN ONE PERCENT OF THE NET ASSETS OF OLDCO. DISSENTING SHAREHOLDERS WILL OWN LESS THAN ONE PERCENT OF THE OLDCO STOCK.

6. AT THE TIME OF THE TRANSACTION, OLDCO WILL NOT HAVE OUTSTANDING ANY WARRANTS, OPTIONS, CONVERTIBLE SECURITIES, OR ANY OTHER TYPE OF RIGHT PURSUANT TO WHICH ANY PERSON COULD ACQUIRE STOCK IN OLDCO.

7. NEWCO HAS NO PLAN OR INTENTION TO REACQUIRE ANY OF ITS STOCK ISSUED IN THE TRANSACTION.

8. NEWCO HAS NO PLAN OR INTENTION TO SELL OR OTHERWISE DISPOSE OF ANY OF THE ASSETS OF OLDCO ACQUIRED IN THE TRANSACTION, EXCEPT FOR DISPOSITIONS MADE IN THE ORDINARY COURSE OF BUSINESS.

9. THE LIABILITIES OF OLDCO ASSUMED BY NEWCO PLUS THE LIABILITIES, IF ANY, TO WHICH THE TRANSFERRED ASSETS ARE SUBJECT WERE INCURRED BY OLDCO IN THE ORDINARY COURSE OF ITS BUSINESS AND ARE ASSOCIATED WITH THE ASSETS TRANSFERRED.

10. FOLLOWING THE TRANSACTION, NEWCO WILL CONTINUE THE HISTORIC BUSINESS OF OLDCO OR USE A SIGNIFICANT PORTION OF OLDCO'S HISTORIC BUSINESS ASSETS IN A BUSINESS.

11. THE SHAREHOLDERS WILL PAY THEIR RESPECTIVE EXPENSES, IF ANY, INCURRED IN CONNECTION WITH THE TRANSACTION.

12. OLDCO IS NOT UNDER THE JURISDICTION OF A COURT IN A TITLE 11 OF SIMILAR CASE WITHIN THE MEANING OF SECTION 368(a)(3)(A) OF THE INTERNAL REVENUE CODE.

08 Miscellaneous representations to be submitted, if applicable:

1. THE PAYMENT OF CASH IN LIEU OF FRACTIONAL SHARES OF (ACQUIRING, PARENT, OR OLDCO STOCK IS SOLELY FOR THE PURPOSE OF AVOIDING THE EXPENSE AND INCONVENIENCE TO (ACQUIRING, PARENT, OR OLDCO OF ISSUING FRACTIONAL SHARES AND DOES NOT REPRESENT SEPARATELY BARGAINED-FOR CONSIDERATION. THE TOTAL CASH CONSIDERATION THAT WILL BE PAID IN THE TRANSACTION TO THE TARGET SHAREHOLDERS INSTEAD OF ISSUING FRACTIONAL SHARES OF (ACQUIRING, PARENT, OR OLDCO) STOCK WILL NOT EXCEED ONE PERCENT OF THE TOTAL CONSIDERATION THAT WILL BE ISSUED IN THE TRANSACTION TO THE TARGET SHAREHOLDERS IN EXCHANGE FOR THEIR SHARES OF TARGET STOCK. THE FRACTIONAL SHARE INTERESTS OF EACH TARGET SHAREHOLDER WILL BE AGGREGATED, AND NO TARGET SHAREHOLDER WILL RECEIVE CASH IN AN AMOUNT EQUAL TO OR GREATER THAN THE VALUE OF ONE FULL SHARE OF (ACQUIRING, PARENT, OR OLDCO) STOCK.

2. NONE OF THE COMPENSATION RECEIVED BY ANY SHAREHOLDER- EMPLOYEES OF TARGET WILL BE SEPARATE CONSIDERATION FOR, OR ALLOCABLE TO, ANY OF THEIR SHARES OF TARGET STOCK; NONE OF THE SHARES OF ACQUIRING STOCK RECEIVED BY ANY SHAREHOLDER-EMPLOYEES WILL BE SEPARATE CONSIDERATION FOR, OR ALLOCABLE TO, ANY EMPLOYMENT AGREEMENT; AND THE COMPENSATION PAID TO ANY SHAREHOLDER-EMPLOYEES WILL BE FOR SERVICES ACTUALLY RENDERED AND WILL BE COMMENSURATE WITH AMOUNTS PAID TO THIRD PARTIES BARGAINING AT ARM'S-LENGTH FOR SIMILAR SERVICES.

3. ACQUIRING WILL PAY OR ASSUME ONLY THOSE EXPENSES OF TARGET THAT ARE SOLELY AND DIRECTLY RELATED TO THE TRANSACTION IN ACCORDANCE WITH THE GUIDELINES ESTABLISHED IN REV. RUL. 73-54, 1973-1 C.B. 187.

SEC. 4. EFFECTIVE DATE

This revenue procedure will apply to all ruling requests received in the National Office subsequent to November 10, 1986, the date of publication of this revenue procedure in the Internal Revenue Bulletin.

SEC. 5. EFFECT ON OTHER REVENUE PROCEDURES

Rev. Proc. 77-37 is amplified.