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UNITED KINGDOM - OVERSEAS BUSINESS REPORT - OBR9303

SUMMARY

This article is derived from a report dated March 1993, prepared at the U.S.
Department of Commerce - Washington, DC. The article consists of 57 pages
and discusses the economic and commercial climate in the United Kingdom,
with emphasis on information useful for potential U.S. sellers and
investors. It includes the following sections:

The U.K. Market
Marketing in the United Kingdom
Special Customs Provisions
Distribution and Sales Channels
Locating Sales Representatives
Intellectual Property Protection
Financing Exports
Transportation
Advertising and Research
Trade Organizations
Investment in the United Kingdom
Tax Treaty with the United States
Guidance for Business Travelers
Constitutional System
Sources of Economic and Commercial Information

Table of Contents

The U.K. Market
General Policy Background--Recent Trends in the U.K. Economy
Economic Outlook--Major Barriers to U.S. Exports--U.S.-U.K. Trade

Marketing in the United Kingdom
The EC's Single Internal Market--Import Tariff System--Duty Assessment
Tariff Information--Value-Added Tax--Entry and Warehousing--Free Trade
Areas

Special Customs Provisions
Temporary Importation and Reexportation--Transit/Transshipment--Samples--

Carnets--Shipping Documents--Marking and Labeling--Licensing--Postal
Importations--Technical Standards

Distribution and Sales Channels
Import Channels--U.K. Competition Act--Wholesale and Retail Channels--
Product Standardization

Locating Sales Representatives
Agent/Distributor Service--Agency Agreements

Intellectual Property Protection
U.K. Intellectual Property Protection--Patents--Industrial Designs--
Trademarks--Copyrights

Financing Exports
Collection Problems--Department of Commerce Trade Complaint Service--
Government Procurement

Transportation
Air--Seaports--Railroads--Channel Tunnel--Highways

Advertising and Research

Trade Organizations

Investment in the United Kingdom
U.S. Investment--Government Policy on Foreign Investment--Forms of Business
Organization

Tax Treaty with the United States

Guidance for Business Travelers
Entrance Requirements--Foreign Exchange, Customs Regulations--
Valued-Added Tax Refunds--Business Etiquette--Electrical Current--
Business Hours--Holidays--Standardized Packaging Units

Constitutional System

Sources of Economic and Commercial Information
General Information--Government Representation--Assistance to U.S.
Companies--Other Sources of Information

THE UNITED KINGDOM MARKET

General Policy Background

The U.K. market is based on free enterprise and open competition.
International trade is vital to the economy, and the United Kingdom
maintains an open economy with few trade barriers. The few barriers to
international trade and investment that do exist in the United Kingdom are
found in the broadcasting and telecommunications industries.

In 1992, U.K. exports of goods and services totaled approximately $242
billion, or 25 percent of Gross Domestic Product (GDP). The United Kingdom
accounts for nearly 6 percent of the world's total exports of visible
goods. The United Kingdom's major export items include aerospace products,
electrical products, electrical equipment, machinery, and chemicals. Its
major imports include agricultural products, raw materials, and
semimanufactured goods.

The United Kingdom's major trading partners, in order of total two-way
trade, traditionally are Germany, the United States, France, and the
Netherlands. The United Kingdom remains solidly entrenched as the United
States' largest European market and fourth largest worldwide, after Canada,
Japan, and Mexico. Demand for U.S. goods is expected to grow when the
United Kingdom's industrial sector recovers from the recession that has
persisted from 1990-92 and steps up investment to meet the competitive
challenges of an integrated European Community (EC).

Since 1979, the ruling, conservative Tory governments have promoted
structural reform to increase the efficiency and growth potential of the
economy. They have deregulated financial services, telecommunications, and
transportation. They have liberalized mortgage regulations and transformed
much of the public housing stock into owner-occupied dwellings. In addition
the Tories have privatized producers of motor vehicles, aircraft, steel, and
the water, coal, and electric utilities.

Fiscal policy under the Tories' leadership has reflected the rising tax
revenues produced by strong economic growth and strict controls on
expenditures, and proceeds from sales of publicly owned enterprises. From
1979-89, the government undertook a methodical privatization of state-owned
enterprises and eliminated virtually all controls on the flow of capital
into and out of the country. Privatization sales have strongly affected
budget balances by providing revenue from asset sales and by reducing the
outlays in the form of subsidies.

Personal income taxes have been simplified, with just two rates of 25 and 40
percent. The stated goal of the government is to ultimately cut the basic
rate on personal tax to 20 percent. The maximum corporate tax rate is 33
percent, the lowest in the EC. Subsidies designed to give U.K. firms a
dominant position in the home market by keeping out imports have been cut or
eliminated.

Economic policy in recent years has been dominated by continued efforts to
reduce inflation and by continuing, if not renewed, efforts to reverse the
stubborn recession that began the last half of 1990 and continued into the
second half of 1992. With core inflation, as measured by producer prices
and the gross domestic product (GDP) deflator, remaining a concern, interest
rates have been slowly lowered to 7 percent from the double digits that
prevailed since 1990.

There are structural problems remaining that restrict the United Kingdom's
capacity to continue economic growth and its ability to compete in world
trade. Clogged highways add to operating costs. Weak educational programs
for the average student beyond the sixth grade inhibit growth in high
technology areas. Privatized industries, now exposed to competition, still
operate with inefficient habits that will require time to correct. The
government appears aware of most of these problems and has expressed the
determination to eliminate them.

The government of Prime Minister John Major, concerned about rapidly
increasing budget and current account deficits appears to be moving away
from the 1980s hands off approach to industry to a more activist stance.
The Prime Minister does not support the subsidization of sunset industries
but believes the government can play a useful, supportive role to help U.K.
industry compete.

Recent Trends in the U.K. Economy

The resurgence of the British economy in the 1980s roughly paralleled the
return of the Conservative Party to power in 1979. The recovery began in
1981 and continued for nine years, the longest running growth period in
British postwar history. Labor productivity in manufacturing rose 4.8
percent a year from 1979 to 1989, and the 2.2. percent rate of real GDP
growth achieved in that period was among the highest rates in EC countries.

The central themes of the government's economic policy were to reduce the
role of the state in the economy, to cut public spending, and to revive U.K.
industry. Specific measures have included tax reform, abolition of capital
controls, privatization of national industries, deregulation of financial
services, and labor law reform. These steps brought about significant
structural changes in the economy that helped make the United Kingdom more
competitive in the EC and in world markets.

After successfully emerging from its 1979-81 recession, the United Kingdom
was able to avoid the slowdown in economic growth in Western Europe in the
early 1980s that resulted, in part, from high interest rates. The U.K.
Government policy was to maintain a tight control over domestic demand while
engineering a competitive devaluation of the pound. These factors helped
contribute to the era of consistent economic growth in the United Kingdom
that occurred in the 1980s.

Signs of economic overheating began to emerge in 1988 and were unmistakable
by 1990, as retail price inflation reached a rate of approximately 11
percent and average annual wages were growing at nearly 10 percent. The
government response to overheating and inflation employed several
strategies.

A tight monetary policy featuring higher interest rates was established to
rein in the momentum of the economy. Beginning in mid-1988, base (prime)
rates were raised incrementally from 7.5 to 15 percent by the end of 1989.
To help curb inflation, the United Kingdom shifted from a floating exchange
rate system and entered fixed Exchange Rate Mechanism (ERM) of the European
Monetary System in October 1990. Joining the ERM required the government to
maintain a fixed exchange rate of sterling against the Deutsche mark (DM) at
DM 2.95. Sterling remainedin the ERM until September 16, 1992 when it was
withdrawn and allowed to float.

By early 1990, the effects of monetary restraint were producing a slowdown
in the economy. Consumer spending declined sharply as households paid off
personal debt incurred during the earlier period of low interest rates.
Concurrently, companies' fixed investments declined, and inventories were
drawn down. Unemployment rose from less than 6 percent in 1990 to over 10
percent in late 1992.

In 1992, U.K. business failures averaged 1,200 per week and totaled 62.767
for the year. This figure represents a 31 percent increase over the
previous year. A majority of the failures were smaller companies, many of
which were founded in the boom period of the late 1980s. Larger companies
have stayed afloat by cutting costs, postponing investment, and by delaying
payments to creditors. All of these practices had serious consequences for
the smaller companies, that also suffered from high debt levels. Real GDP
growth was less than 1 percent in 1990, and from the second quarter 1990 to
the second quarter 1991, real GDP declined by 3.5 percent. As the economy
continued to falter into the fall of 1992, the United Kingdom was
experiencing its longest recession in history, and the deepest since the
1979-81 recession when GDP fell 5.4 percent in real terms.

Economic Outlook

Crucial to the U.K. recovery are several external conditions vaguely
visible, including a recovery in the United States, easing of monetary
policy in Germany, and, on the domestic side, a recovery in the housing
market and in retail sales. The U.K. Treasury has released its forecast for
the economy, projecting a modest recovery for 1993, driven by exports and
investment rather than by consumption.

In 1993, the economy is expected to grow by 1 percent after falling the same
amount in 1992. These predictions are in line with the most recent
consensus of some 55 private forecasters who now expect 1 percent real
growth.

The government expects only a moderate recovery in consumer spending and
fixed investment. These improvements imply restrained import growth of just
under 6 percent, but a rate higher than the expected growth of exports.
Retail price inflation should settle under 3.4 percent in 1992 and 1993.
The recovery expected in 1993 will depend largely on economic performance in
the second-half of 1992 and on the direction or level of interest rates in
Germany. It remains to be seen what stimulative effect U.K. interest rate
cuts -- down from 10 to 6 percent by late January 1993 -- will have on the
economy and when.

Major Barriers to U.S. Exports

Although structural reforms have made it easier for U.S. exporters to enter
U.K. markets, some barriers remain in broadcasting and telecommunications,
and potentially in utilities procurement. Problem areas and specific
regulations creating trade barriers include those that are decscribed below.

Broadcasting and Telecommunications: The 1990 Broadcasting Act, adopted
under the 1989 EC Broadcast Directive, requires that "a suitable proportion"
of television programs broadcast in the United Kingdom be produced locally
and that a "proper proportion" be of European origin. The act formalizes an
existing practice of limiting the number of non-European programs on British
television in accordance with an informal 86/14 percent quota agreement.
Its practical effect may be to relax those limits somewhat, given the
European Community's "where practicable" 50 percent quota. However, the act
does, for the first time, formally impose legal quotas.

In November 1991, the government completed its review of the British
Telecom/Mercury duopoly and opened the domestic U.K. telephony market to
competition. However, some market entry barriers persist. One of them is
the high cost of interconnection rates that originate or terminate telephone
calls. These rates can run two and three times higher than they do in the
United States. The Office of Telecommunications (OFTEL), the British
telecommunications regulatory agency, is reviewing the issue, but it is not
clear when or if OFTEL will act to drive interconnection rates closer to
actual costs.

British Telecommunications (BT) could retain substantial control of the
international long-distance market by keeping it uneconomical for U.S.
companies to lease international lines and resell the capacity to British
customers (international simple resale). While the U.K. Government is
expected to allow simple resale between the United States and the United
kingdom, it has stated that it is unlikely to permit U.S. entrants to
operate international long-distance services using their own facilities in
the near term.

Utilities Procurement: The United Kingdom implemented the EC utilities
directive in 1992 by instituting a series of regulations based on the
directive. The regulations allow government-owned and private utilities to
favor EC suppliers over foreign suppliers. The regulations could hurt U.S.
producers of equipment for the telecommunications and energy markets.

U.S.-U.K. Trade

U.S. Exports to the United Kindgom: In 1991, U.S. exports to the United
Kingdom, valued at $22 billion, fell 6 percent below the 1990 level of $23.5
billion. This decline was the first in U.S. exports since 1985 and
followed consecutive double digit increases from 1986-90. Last year,, U.S.
exports grew 3.5 percent over the corresponding 1991 period. Nonetheless,
the 1992 level of exports failed to recover to the record 1990 level, and
the U.S. share of the U.K. import market fell to 11 percent from 11.6
percent the previous year.

Prospects for a return to the very positive growth trend of the second half
of the 1980s are limited in the near term by several factors. The continued
sluggishness of the U.K. economy and the expectations of only modest
economic growth in 1993 will restrain any surge of U.S. exports. Also, U.S.
exports may find their price competitiveness eroded by the continued
appreciation of the dollar against the pound sterling. The dollar has
strengthened by approximately 25 percent since the United Kingdom opted out
of the Exchange Rate Mechanism on October 16, 1992.

Nonetheless, the absence of major trade barriers and the ease of doing
business will keep the United Kingdom an attractive marketplace for U.S.
exporters. Demand for U.S. goods and services should remain on a modestly
upward path for the foreseeable future. Double digit increases in total
export volume will be harder to attain until a substantial revival of
domestic demand is witnessed in the United Kingdom.

U.K. Exports to the United States: The United States is the United Kingdom's
third largest export market in the world after Germany and France. U.K.
exports to the United States in 1991 totaled $18 billion, a decline of 8
percent over the previous year figure of $18.5 billion. Last year, those
imports were 9.4 percent higher than the corresponding 1991 span. Major
components of the import mix included nonelectric engines and motors,
petroleum, aircraft, automobiles, chemicals, and alcoholic beverages.

The United Kingdom registered significant trade surpluses with the United
States during 1981-87. A major component of those surpluses was petroleum.
In 1984, for example, the United Kingdom exported over $4 billion in crude
petroleum to the United States. This figure represented 27 percent of all
U.S. imports from that country. However, in 1988, the value dropped to $1.3
billion or 7 percent of total imports from the United Kingdom.

As the value of petroleum and petroleum products imported from the United
Kingdom has diminished, manufactured goods have accounted for a more
significant portion of U.S. imports. In 1991, manufactured goods, valued at
$15 billion, represented 80 percent of all imports from the United 8ingdom.
Comparable figures for 1987, for example, show manufactured goods imports
valued at $13.2 billion, or 73 percent of all imports from the United
Kingdom. Principal U.S. imports in 1991 were motor vehicles, airplanes and
parts, computer parts , whiskey, electronic measuring equipment, and
agricultural tractors.

The demand for imported goods in the United Kimgdom -- a market consisting

of England, Scotland, Wales, and Northern Ireland-- is wide and changing.
The listing of the best export prospects in the United Kingdom by industry
sectors are published annually in the Foreign Economic Trends Report.

This report is available at any Federal Depository Library housing the
National Trade Data Bank (NTDB). Federal Depository Libraries are found in
at the libraries of most colleges and universities and the public libraries
of most major cities.

MARKETING IN THE UNITED KINGDOM

The EC's Single Internal Market

The EC is the most important regional export market for the United States, and the United Kingdom is the largest country market for U.S. goods in the
EC. U.S. exports to the EC reached $103 billion in 1991. American
companies interested in exporting U.S. goods and services to the United
Kingdom must regard that market as an integral part of the larger EC market,
especially as the EC completes its work to create the Single Internal Market
which is intended to harmonize market conditions on an EC-wide basis,
creating a more open, competitive marketplace.

The Single Market program will remove internal barriers to the movement of
goods, capital, labor, and services, thus forming a single $4 trillion
market of 320 million consumers. Inefficiencies, such as trucks waiting at
border checkpoints for documentation inspections or professionals being
unable to work in other member states, will be eliminated. The improved
business climate is expected to result in increased purchases of U.S. goods
and services.

The completion of the EC 1992 market program--if it is accomplished in a
trade liberalizing, competitive and nondiscriminatory fashion--can create
significant economic growth in Europe and major opportunities for American
exporters and investors. The Single Internal Market could add 1.8 million
jobs and, over time, possibly mean a $260 billion increase in demand for
goods and services in the 12-nation bloc that currently includes the United
Kingdom, Belgium, Denmark, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Portugal, and Spain.

The major catalyst in the development of the EC Single Internal Market was
the passage of the Single European Act in 1985. This act went into effect
in 1987 and enables the EC Council of Ministers to adopt an Internal Market
directive or regulation on the strength of a qualified majority, or 54 of 76
votes. Council votes are assigned by a weighted average. Previously, the
Council of Ministers had to reach unanimous agreement for a directive to
pass. A unanimous vote is required for fiscal matters, decisions on the
free movement of persons, and directives or regulations on the rights and
interests of employed persons.

The Single Internal Market program should force European companies to become
more competitive since they will no longer be guaranteed business in a
protected home market. At the same time, American exporters will be able to
manufacture to a single set of product standards as the EC adopts uniform
standards for the entire Community. Previously, each country set its own
standards.

Although U.S. companies will have to consider the European Community as a
single market rather than 12 separate and fragmented markets, they must also
recognize that certain local variations in taste and preferences will always

remain. EC member countries will still maintain their national identities,
but national borders will no longer be synonymous with trade barriers. U.S.
managers and executives will have to rethink their strategies in marketing,
finance, distribution, and production.

U.S. exporters are already saving money in administrative costs due to the
passing of a single administrative document that eliminates the need for
duplicate paperwork for goods shipped to and within the EC. For the first
time, all 12 EC countries are using the same documentation and product
classification system.

The abolition of customs checks and formalities at internal frontiers will
do away with some 60 million customs forms used each year. Those controls
that are needed will be carried out through a system of cooperation between
member states' tax authorities and a computerized network for exchanging
information.

As the EC moves closer to the actual unification of its markets, EC industry
moves closer and closer to finalizing its planning for a single market. The
EC Single Market program has already encouraged many companies to consider
and engage in pan-European manufacturing and distribution as well as
logistics matters, including warehousing and distribution.

U.S. exporters will also want to study carefully the logistics questions and
options facing them in the Single Market. Some firms may then decide to
consolidate multiple national warehouse operations or distribution centers,
located in key markets into a single operation centrally located capable of
serving those markets.

Import Tariff System

The United Kingdom is a member of the EC. The EC is comprised of the
European Coal and Steel Community (ECSC), the European Atomic Energy
Community (Euratom), and the European Economic Community (EEC), popularly
known as the Common Market. Unlike the ECSC and Euratom, which are limited
to specific fields, the EEC was established for the purpose of creating a
free mass market among the member countries. The EEC provides for a common
external tariff, a common agricultural policy, a joint transportation
policy, and the free movement of goods, labor, and capital.

Duty Assessment

When goods are imported into the United Kingdom, U.K. Customs and Excise is
responsible for the collection of any charges, duty, value-added tax (VAT),
levies, etc. for which the goods are liable under U.K. or EC regulations.

The applicable duties are imposed on the cost, insurance, and freight
(c.i.f.) value of the shipment. Virtually all import duties are levied on
an ad valorem basis. Thus, import duties are calculated as percentage
charges levied on the landed value of the imported goods.

Briefly stated, the value is the normal price of goods at the time of
importation, negotiated under open market conditions in the United Kingdom
between buyer and seller independent of each other.

The price includes freight, insurance, commission, and all other costs,
charges, and expenses incidental to the sale and delivery of the goods to
the buyer at the place of importation, with the exception of any additional

taxes. Under these circumstances, the invoice value may be accepted as the
basis for the normal price.

Special price arrangements by suppliers to importers (agents, brokers,
licensees, distributors, or concessionaires or business associates of the
supplier) are considered by the normal price concept. In such cases, U.K.
customs officials may act to establish a proper dutiable value.

Specific duties are levied on a small number of items. These duties involve
a fixed charge per unit of imported goods, for example, per hectoliter or
100 liters. Where goods are dutiable according to weight, the term "gross
weight" is taken to include packaging, and the term "net weight" means the
weight of the goods alone, stripped of all inner and outer packaging. In
some cases, a fixed tare is used to arrive at a net dutiable weight.

Import Duty Information

U.K. import duties applicable to specific products exported to the United
Kingdom (and all other EC member states) may be obtained from the Office of
European Community Affairs, International Trade Administration, Room H-3036,
U.S. Department of Commerce, Washington, D.C. 20230.

The telephone number is (202) 482-2905; fax: (202) 482-2155. The actual
customs tariff document can be obtained from H. M. Stationery Office,
Atlantic House, Holborn Viaduct, London EC1P 1BN.

Inquirers should provide a complete product description, including the
Harmonized System nomenclature numbers, if known. Assistance in determining
the Harmonized System number can be obtained from any Department of Commerce
district office.

Customs charges are payable in British currency (pound sterling), and the
rate of exchange for the conversion of dollars to the pound is the current
selling rate in the United Kingdom at the time the goods are entered for
home consumption. The pound fluctuates against the dollar. Exchange rates
are quoted in major newspapers and also may be obtained from banks and
foreign exchange dealers.

Most raw materials enter duty free or at low rates of duty, while rates on
most manufactured goods fall within a range of 5 to 7 percent (textiles are
up to 15 percent; some electronic products are up 14 percent); some food
products have higher rates.

British imports from and exports to the other member countries of the EC are
duty free since trade among all EC countries is duty free. Also duty free
are most British industrial goods exports to and imports from its former
European Free Trade Association partners (Finland, Austria, Norway, Iceland,
Sweden, and Switzerland) that are not EC members. Together these EC and
EFTA countries, by virtue of their trade agreements, make up a free trade
area of 18 countries.

As an EC member, the United Kingdom can no longer accord Commonwealth
preferential duty treatment to Canada, South Africa, New Zealand, and
Australia. The EC tariff is applied to imports from those countries
instead. For other members of the Commonwealth, preferential treatment has
been supplanted with few exceptions by various preferential trade agreements
concluded with the enlarged EC.

Duty on imported goods is normally payable when the goods are cleared

through customs. It is possible to defer that payment, however. Importers
can arrange with U.K. Customs and Excise authorities to defer payment of
certain duties and other charges for a 30-day period, provided that adequate
security is given.

Value-Added Tax

The United Kingdom applies a valued-added tax (VAT) on most goods and
services, whether domestically produced or imported into the United
Kingdom. The standard current rate is 17.5 percent. The VAT is imposed as
a flat rate and is applied on the c.i.f. duty-paid value of the goods and
services.

Certain items--such as foods, medicines, children's clothing and shoes, and
books--are not subject to the VAT. Other important exempted items and
services include most newspapers and fuels, as well as the transfer of
shares and bank bonds, transfer of businesses and of land, commissions paid
on goods exported, the forwarding of goods abroad, property rental, banking
and financial transactions, and insurance.

The VAT is paid when the goods enter the country or after the expiration of
the deferral period granted to importers and forwarding agents, who must
arrange for monetary guarantees. The ultimate consumer bears the full
burden of the tax.

The VAT can be recovered on such business expenses as trade fairs and
exhibitions, conferences, hotel accommodations, subsistence meals, and car
rentals by foreign firms. The claim must also be accompanied by the
original invoices for which a VAT refund is requested.

A number of private companies in the United States offer VAT refund
services. These companies normally charge a percentage of the amount
recovered as a fee. There may be additional charges, such as a membership
and processing fees.

Entry and Warehousing

Goods subject to customs duties may be warehoused in a customs warehouse
approved by Customs and Excise. While the goods are in the warehouse, no
duty is payable on them. Duty is payable when the goods are removed from
the warehouse for use in the United Kingdom or other member states of the
EC. Duty is not paid if the goods are reexported to destinations outside
the EC.

Goods imported with the intention of being stored in bonded warehouses must
be cleared through customs by using a special entry form. These warehouses
are approved by customs authorities and are publicly or privately operated
for the purpose of storing goods without payment of duty and taxes until
entry is made for domestic use.

With few exceptions, manufacturing operations are not permitted. Normally,
the only permissible activities are those involving the preparation for sale
of the goods, such as repacking and sorting of goods, and bottling of
alcoholic beverages.

In addition to bonded warehouses, there are Queen's warehouses, provided by
the government or appointed by customs officials for the deposit of goods
for their safe custody or for the security of the duty owed. These are
principally utilized for depositing goods that have become government

property due to forfeiture, abandonment, or not being entered with the
allowable time limits.

Free Trade Areas

In 1984, the United Kingdom designated six sites for free trade zones,
called freeports in the United Kingdom; these are in Liverpool, Southampton,
Birmingham, Glasgow-Prestwick (Scotland), Cardiff (Wales), and Belfast
(Northern Ireland). The later two sites were never officially opened and
Prestwick closed in 1986.

In late 1988, the West Midlands Freeport in Birmingham was reduced in size.
The Liverpool and Southampton facilities have proved commercially viable,
largely due to their proximity to large seaports.

The freeports are enclosed zones within or adjacent to a seaport or
airport. Inside the freeport, goods are treated for customs purposes as
being outside U.K. customs territory.

In general, customs duties are payable only when goods are consumed within
the zone or pass from the zone into the local (United Kingdom) or other EC
member state markets.

SPECIAL CUSTOMS PROVISIONS

Temporary Imports and Reexports

Specific notices issued by British Commissioners of Customs and Excise
govern the conditions and procedures for temporarily entering goods duty
free and reexporting them. These notices invariably require that importers
give a security for the amount of the duty payable in the form of either a
bond or cash deposit, which is released or refunded upon reexportation of
the goods. The time limit for reexportation normally ranges from 6 to 12
months from the date of importation, but extensions of time may be obtained
from the customs authorities.

Included among the categories allowed free-entry privileges are machinery,
plant, and equipment imported by lease or loan for temporary use in
maintaining production of a service in the United Kingdom. Also included
are goods imported solely for processing or repair that will not change
their form or character, or goods imported for technical examination and
standards testing.

Transit/Transshipment

Transit and transshipment goods are consignments that are brought into the
United Kingdom, other than under an international transit procedure (TIR),
during the course of a journey which begins in one country and ends in a
third. Transshipment goods are imported and exported within the confines of
one port or airport; transit goods are moved to a different port or airport
for exportation there.

Since the United Kingdom is merely a staging post in the entrepot operation,
the chief interest of Customs and Excise is to ensure that what comes in
also goes out. Under certain conditions, the goods can be regrouped or
repacked. All such goods must be removed from the United Kingdom within the

period allowed for their exportation, and they must be in the same
condition, any repacking aside, as when they were actually imported.

Abandoned and Reexported Goods

Goods stored in bonded warehouses and unclaimed may be removed to Queen's
warehouses. Considered property of the government, such goods are usually
disposed of by sale. Privately owned goods may be stored in Queen's
warehouses if they are not entered within the time limit authorized. These
goods may be claimed by the owners, and if duty, taxes, and certain expenses
are paid, entry for home use may be made.

Reexportation is permissible, subject to the payment of certain expenses.
If the goods are not cleared from Queen's warehouses within a reasonable
time, they may be sold. The proceeds will be used to satisfy the amount of
the duty, tax, and expenses owed, with the balance being transferred to the
former owner of the goods upon application to the customs authorities.

Samples and Advertising Matter

Samples having no commercial value are exempt from duties and taxes.
Samples of value, however, may be temporarily admitted duty and tax free
under certain conditions. Principally, such samples must be owned abroad,
intended for reexport, and must then be reexported within six months from
the time of importation or any additionally authorized period.

Also, samples of value may be imported solely to be shown or demonstrated
free of charge in the United Kingdom to prospective customers soliciting
orders for goods to be supplied from abroad. Goods sent on sale or return
conditions are not accorded duty and tax relief. Travelers may bring
samples along with their baggage. An importer may authorize an agent to
enter or clear the samples on the importer's behalf or import directly.

As security for import duties and applicable taxes on samples directly
imported, the importer must post either a deposit or bond at the time of
importation. If a bond security is given, the principal and surety to the
bond must be persons resident in or limited companies registered in the
United Kingdom.

Importers resident in the United Kingdom must provide the bond. Upon
reexportation, the deposit will be refunded or the bond canceled.

Carnets

The United Kingdom is a member of the ATA Carnet System. This system
permits U.S. commercial and professional travelers to take commercial
samples and professional equipment into member countries for demonstration
or exhibition purposes for up to one year without paying customs duty and
taxes.

Customs authorities in participating countries accept carnets as a guarantee
that all customs duties and taxes will be paid if any of the carnet-covered
items are not reexported within the time period allowed.

Applications for carnets can be obtained from the U.S. Council for
International Business, 1212 Avenue of the Americas, New York, N.Y. 10036,
telephone: (212) 354-4480; fax: (212) 575-0327. Applications also are

obtainable from any U.S. Council Regional Issuing Offices located in most
major U.S. cities.

The basic carnet fee is determined by the total shipment value of the goods
to be covered. The carnet enables the temporary exporter to make customs
arrangements for multiple countries in advance, at a predetermined cost,
using a single document.

Shipping Documents

Consular documents are not required on shipments of goods to the United
Kingdom. The usual commercial documents required for shipments include the
commercial invoice, bill of lading or air waybill, packing list, insurance
documents, and, when required, special certificates (origin, sanitation,
free sale, etc.).

The commercial invoice should accompany the shipment to avoid delays in
customs clearance. No special form of invoice is required, but all details
necessary to establish the c.i.f. value of the goods should be given. At
least two copies of the invoice should be sent to the consignees to permit
them sufficient time to clear the goods through customs. "To order" bills
of lading are acceptable and are protected under the law.

Marking and Labeling

Certificates of origin are not required for goods imported into the United
Kingdom from the United States. No general requirements or indications of
origin on imported goods are specified in the Trade Description Act of
1968. The act provides for the prohibition of imports of goods and parts
thereof bearing infringing trademarks as well as a false trade description,
including a false indication of the place of their manufacture, production,
processing, or reconditioning.

Under the provisions of the Trade Description Act, a conspicuous indication
of the country of origin must be placed on certain imported goods. It
applies to imported goods bearing a U.K. name or mark or any name or mark
(whether or not such a U.K. name or a mark exists). Excepted are goods used
as well as containers or labels in, on, or with which any goods are ordered
or supplied.

Under EC rules, the origin of imported merchandise is established through
documentation accompanying the shipments arriving in the United Kingdom and
not through marking of products or their containers. Certain specified
commodities, however, must be marked or labeled to show composition, and
name and location of the manufacturer, in accordance with various laws and
regulations.

U.S. exporters should determine from their importers the metric labeling
requirements for their products. For example, the labeling of heating,
ventilating, and air conditioning equipment must include metric data such as
kilowatts or joules. The U.K. industry already uses System International
(S.I.) metric units.

The use of metric data in sales and technical documentation is also
required. Importers are responsible for ensuring that metric data are
provided. If necessary, they must supply locally printed sales literature
and labels with the equipment if compliant documentation is not provided by
the manufacturer.

Import Licensing

With the exception of a small group of items, practically all goods
originating in the United States can be imported without import licenses and
free of quantitative restrictions. There are, however, monitoring measures
applying to imports of certain sensitive products. The most important of
these measures is the automatic import license for textiles. This license
is granted to U.K. importers when they provide the requisite forms.

Senate Concurrent Resolution 40, adopted July 30, 1953, invites U.S.
exporters to inscribe, insofar as practicable, on the external shipping
containers in indelible print of a suitable size: "United States of
America." Although such marking is not compulsory under our laws, U.S.
shippers are urged to cooperate in thus publicizing American-made goods.

Inland Clearance Depots, Inland Rail Depots and Inter-Port Removals

Goods may be removed from the places of importation for entry and clearance
at approved depots inland or at certain other ports or airports. In
general, the arrangements apply only to goods in containers, rail freight
cars, or road vehicles that can be sealed, but certain types of unit load
which cannot be sealed also qualify.

Postal Importations

Direct mail order marketing and distribution is well known in the United
Kingdom. The Post Office's bulk handling center in Swindon handles more
than 230 million items per year. Growth is expected in the telemarketing
and product fulfillment services. The British Code of Advertising Practice
(CAP) has established rules for direct mail advertising and list and
database management.

The rules set forth the obligations of advertisers on conformity to product
standards, delivery times, goods sent on approval, customer lists privacy
protection, etc. The code and the supplementary rules can be obtained from
the CAP Brook House, Torrington Place, London WC1E 7HN; telephone: (44-71)
580-5555; fax: (44-71) 631-3051.

Consignments of goods imported by letter or parcel post must comply with
internationally agreed arrangements that are established in U.K. postal and
customs regulations. One essential requirement is that postal packages must
be accompanied by a properly completed customs declaration. Normally, a
formal Customs and Excise import entry is only necessary for consignments of
high value, for goods eligible for certain tariff relief, or where further
information is required.

Temporary Imports

Material may be imported temporarily into the United Kingdom without payment
of duties and tax if such material is to be used in the production or
manufacture of a product that is to be exported. The importer gives
security in the form of a guarantee from an acceptable bank or insurance
company in the amount of applicable duties and taxes. Upon exportation of
the finished product, the guarantee is released.

Temporary admission of goods intended for reexport in the same condition is
permissible free of import duties and taxes upon approval of an application
at the customs administration.

Technical Standards

The harmonization of EC national standards is one of the major goals in the
integration process. When the process is completed, equipment in a number
of key sectors manufactured in or imported into the EC will have to comply
with those standards. British standards are prepared in conformity with a
standard that has the identification number BS-zero. This number system
defines the purpose of the individual standards, the way in which the
standard must be evolved, and the presentation and drafting of the final
document. BS-zero is sometimes referred to as the standard for a standard.

Standards have been prepared by the British Standards Institution (BSI) for
virtually all manufactured goods, for production processes and the testing
of those goods, and their installation and operation. If a proposed
standard duplicates an existing common European standard, that is, one
established by the Comite Europeen des Normes (CEN), the CEN standard
becomes the U.K. standard.

If Internatinal Standards Organization (ISO) standards are prepared
subsequent to the issuance of CEN standards, and if they differ from the CEN
standards, the ISO standards will prevail, and the U.K. national standard
will be modified to conform to the ISO standard.

Products that meet the British standards are described as compliant with or
conforming to BS (number), but they cannot be described as being BS (number)
approved unless they are tested for conformity by BSI or a BSI-approved
laboratory and a certificate of conformity is issued.

Manufacturer's test data are not accepted unless the test facilities have
been approved under the National Measurement Accreditation Scheme (NAMAS).
NAMAS is the quality assurance system supervised by the National Physical
Laboratory (NPL), which is responsible for the integrity of the national
system of measurement.

Test and certification by BSI or a BSI-approved test laboratory entitles the
vendor to attach a "kite mark," or tag, to the product as evidence of its
approved status. The kite mark is an immediately recognizable visual
indication and a valuable sales incentive for domestic appliances and
consumer products, but of less relevance to industrial goods.

The end result of the standards harmonization process in the EC will be a
hierarchical system, with national standards being traceable via CEN to
ISO. This tracing to ISO standards provides the basis for mutual
recognition of national standards and may militate against acceptance of any
industry generated (nongovernmental) standards that do not have this
qualification.

As soon as a national standard is published, previously accepted industry
standards are superseded and are no longer accorded recognition. As soon as
an EC (CEN) standard is issued, the national standards are superseded. When
an ISO standard is issued, the EC or CEN standard is superseded.

U.S. firms should be aware that Underwriters Laboratories (UL) is not
accepted as a testing or certifying body by either the British or EC
standards authorities because UL is a nongovernmental body. For the same

reason, Federal Communications Commission-approved test laboratories in the
United States have no standing in the generation or submission of test data
for U.K. standards approval.

However, a U.S. industry standard or UL approval is often accepted as an
assurance of product quality if no U.K. national standard exists.
Similarly, National Electrical Manufacturers' Association standards and
American Petroleum Institute standards are accepted in the United Kingdom.
Such acceptance, though, is invalidated when national (U.K.) standards are
accepted.

There are numerous mandatory and voluntary standards in existence that
define products, processes, or procedures and embrace many fields. BSI is the recognized authority for preparation, publication, and dissemination of
standards for industrial and consumer products. BSI is the central official
source of product standards information and can be contacted at Linford
Wood, Milton Keynes, MK14 6LE, England; telephone: (44-908) 221166; fax
(44-908) 320-856.

U.S. exporters should determine from their importers the metric labeling
requirements for their products. For example, the labeling of heating,
ventilating, and air conditioning equipment must include metric data, such
as kilowatts or joules. The U.K. industry already uses System International
(S.I.) metric units. The use of metric data in sales and technical
documentation is required also.

Importers are responsible for ensuring that metric data are provided. If
necessary, they must supply locally printed sales literature and labels with
the equipment if compliant documentation is not provided by the manufacturer.

Additional information on British standards is available from the Standards
Information Service Center, Technology Building 228, Room B-166, National
Institute of Standards and Technology, Gaithersburg, Md. 20234; telephone:
(301) 975-4037.

Another source of standards information is the American National Standards
Institute (ANSI), an agent for BSI, located at 11 West 42nd Street, New
York, N.Y. 10036; telephone: (212) 642-4900; fax (212) 302-1286.

DISTRIBUTION AND SALES CHANNELS

Import Channels

As one of the world's most active trading nations, the United Kingdom has a
well-developed network of import channels. British importers are well
versed in the intricacies of foreign trade and have long experience in
handling all types of products. Import channels vary with the nature of the
product. Selection of an appropriate marketing channel is of critical
importance to the success of any export marketing venture.

Industrial equipment such as machine tools, electrical and nonelectrical
machinery, and iron and steel products are generally handled by sales agents
while office machinery is sold through branch offices or representatives of
overseas manufacturers. Chemical products are largely imported by import
merchants. Foodstuffs and some consumer products move through specialized
importers. Computers, traditionally handled by a sales agent and more
preferably by a distributor, have been successfully marketed by "salesmen"
that have evolved as an interface between suppliers and distributors.

Methods of importing vary considerably. Channels through which foreign

goods move range from the branch offices of overseas manufacturers to import
houses that purchase abroad and sell on their own account. Between these
two extremes are sales agents (some of them manufacture equipment similar to
that which they import), commission agents, specialized importers, brokers,
and importing distributors. Frequently, larger business firms engaged in
manufacture or domestic trade buy directly from overseas suppliers while
smaller firms find it more convenient to buy through intermediaries.

In the case of capital goods and raw materials, direct selling is sometimes
employed by foreign manufacturers, since the range of buyers is more
limited. The distinction between the various types of import channels is
not clear cut and considerable variation exists even within a single group
of products.

A recent development is the appearance of organizations that take care of
the costing, warehousing, distribution, and factoring of import goods.
These firms--sometimes referred to as "importers/factors"--began as
forwarding agents.

As market conditions changed, they gradually extended their activities.
Today, importers/factors still provide shipping, forwarding, and customs
clearance services. On behalf of overseas manufacturers, they will also
warehouse goods, price them for the local market, deliver anywhere in
Britain, and do factoring, that is, the guaranteeing of manufacturers'
invoices.

Developing sales is still the responsibility of exporters. They can hold
inventories and control sales in the United Kingdom through the use of these
importers/factors, thus dispensing with subsidiaries.

Larger U.K. distributors have annual turnover that greatly exceeds that of
the average manufacturer. Consequently, they expect that foreign
manufacturers will already have their products adapted for local sale and
use. This point is especially relevant for the mass marketing of computers.

Distribution methods of U.S. firms selling to the U.K. market vary with the
products concerned and depend on the extent to which a particular firm is
familiar with local market conditions. Generally, firms new to the U.K.
market find it more convenient to appoint one distributor to cover the whole
country. Later, in order to achieve greater market penetration, they often
appoint other regional distributors.

Larger U.S. firms maintain their own sales organizations in the United
Kingdom, reflecting the fact that American exporters are becoming more
familiar with the market. Others appoint sales agents who are manufacturers
of similar or complementary products and take on additional items on a
commission basis. Still others sell through specialized importers.

The Competition Act

The Competition Act (of 1980) governs such practices as exclusive agency,
exclusive chain selling, exclusive supply arrangements, exclusive purchasing
contracts, restrictive terms, and other related matters. Manufacturers and
exporters are able to appoint exclusive agents and to determine the method
of distribution. However, they may not prevent the import or sale of
competitive goods from other sources, including parallel, or "grey," imports
from dealers and distributors in other countries.

Practices of concern under the act are those anticompetitive measures that

restrict the production/distribution pattern to benefit the manufacturer in
such a way as to make it difficult for competitors of the manufacturer's
appointed agents to attract customers or suppliers. Such restrictions may
make it difficult or impossible for new competitors to enter a market and
may be subject to challenge under the Competition Act.

On the other hand, "vertical restraints" may, in some cases, improve the
efficiency of distribution without harming competition. In such
circumstances, they would not amount to an anticompetitive practice under
the act.

Anticompetitive practice is defined in the act as a course of conduct
pursued by a person in the course of business that has, or is intended to
have, the effect of restricting, distorting, or preventing competition in
connection with the production, supply, or securing of services in the
United Kingdom, or any part of it.

The act does not apply to agreements between a U.K. resident and a
nonresident. These agreements are generally covered by contract law which
takes a laissez-faire approach to terms and conditions freely agreed upon
between the parties to a contract.

Several examples illustrate the general commercial practices covered by the
Competition Act. A supplier may agree to supply only one customer, usually
in a specific geographical area. In return, the customer agrees not to
handle products from that supplier's competitors, or even not to compete
with the supplier's other customers in their respective territories. These
arrangements are voluntary and contractual, and are not held to be in
restraint of trade.

Agreements to buy exclusively from a single supplier also are not
necessarily illegal under the act. For example, contracts that do not
specify exclusivity, but may require the customer to buy a specified portion
of his requirements or a specified quantity in a certain time period may
have anticompetitive effects but are not unlawful.

Contractual terms that prohibit the customer from dealing with competing
suppliers or provide "loyalty" rebates and discounts that inhibit the
customer from switching business to a competitor may be deemed
anticompetitive. These include those arrangements whereby suppliers refuse
to deal with any but a limited number of distributors who agree to satisfy
criteria set by the supplier with respect to stock levels, after-sales
service, etc.

Selective distribution systems restrict competition between distributors,
but may enhance their efficiency. Sales territory agreements are a matter
of contract between principal and distributor(s), and an attempt to enforce
territorial exclusivity rigidly would be unlawful beyond contract terms.

Resale price maintenance (RPM) includes any attempt made by manufacturers or
suppliers to enforce a minimum price at which their goods are resold by
retailers or dealers. RPM is unlawful under the Resale Prices Act of 1976,
except for two products that have been granted an exception, books and
pharmaceuticals.

The act makes it unlawful to withhold supplies from or offer less favorable
terms to dealers believed to be responsible for price cutting or unwilling
to enter into a price agreement. However, a supplier is entitled to
withhold goods from a dealer who may be pricing them as loss leaders, that
is, below retailer's cost and without the supplier's agreement.

As noted, this practice relates to domestic transactions and not to
agreements between U.K. entities and foreign suppliers. The provisions of
the act apply exclusively to the sale of goods and not to services.

Parallel, or grey, imports are those that originate from a source other than
the manufacturer's authorized sales outlet. Parallel imports are generally
considered procompetitive; there is no legislation against the practice.

British common law permits manufacturers to decide how their products should
be sold and supported and to structure contractual arrangements with their
representatives and customers to implement those decisions. Legislation
exists to safeguard the customer from abuses of monopoly power that the
manufacturer's choice of an exclusive marketing arrangement might create.
The net effect is to balance customer choice in acquiring the same product
from different sources with the preservation of the manufacturer's right to
structure orderly marketing arrangements.

On a related front, the European Community has adopted legislation
establishing the obligations and conditions of European agents and their
foreign suppliers. The purpose of this legislation is to harmonize the laws
and provisions of the member states governing the relations between
commercial agents and their principals.

The directive establishes terms and conditions regarding the respective
rights and obligations of the principal and the commercial agent,
remuneration of the agent, and the conclusion and termination of the agency
contract. To date, implementation of the directive has been slow, but U.S.
firms entering into agency contracts in the Community should be aware of the
principles of the directive.

U.K. laws pertaining to self-employed commercial agents will have to be
modified by January 1994 to conform to a 1986 European Community directive
on the subject. The United Kingdom will have to provide a significantly
higher standard of protection to match that already granted by the majority
of other EC states.

The changes to current British law will be made by legislation referred to
as the Commercial Agents Regulations. Only those self-employed commercial
agents who have continuing authority to negotiate the sale or purchase of
goods will be subject to the new regulations.

Currently, agency agreements are considered private arrangements and are
regulated almost exclusively by British contract law. Regulation and
recognition of an agent's efforts are not common. In essence, the United
Kingdom will have to incorporate mandatory rights of both agent and
principal, provide for agent termination and payment of compensation to
agents, and impose limits on the duration of post-termination clauses. A
principal will be bound to pay a commercial agent's commission for
transactions concluded during and after the termination of the agency
contract.

Compensation upon termination will be payable except in those cases where
the principal has terminated because of the agent's material breach, where
the agent has resigned (except when compelled to do so because of age,
infirmity, or ill-health), or where the agency has been assigned to another
person by mutual consent. Assessing the amount of compensation can be
settled by negotiation, but litigation or arbitration are remedies as well.

Changes to British law and the increased regulation of the principal-agent

relationship will encourage U.S. exporters to determine carefully the most
advantageous channel of distribution, and the ensuing legal responsibilities
of all parties. Alternatives to the appointment of self-employed commission
agents include the use of distributors and the hiring of salespersons as
company employees. All forms of representation should be carefully explored
with legal counsel to determine the legal consequences.

Wholesale and Retail Channels

Types of wholesale establishments in the United Kingdom vary widely. Some
wholesalers carry a wide range of complementary and competitive merchandise,
extending credit to retailers and even financing manufacturers. At the
other extreme are commission agents or brokers who operate without inventory
(and frequently on credit), placing orders only to cover their sales and
therefore operating on an extra low markup in comparison with other
wholesalers who carry out more functions.

Methods of distribution vary according to the type of merchandise handled.
Fresh fish, for example, is distributed directly by importers and
wholesalers to processors (canners, curers, and meal and oil processors),
freezers, and fast-food manufacturers. Importers also sell fresh and
chilled fish to large catering outlets and to the retail trade through
localized fish market facilities.

Medical equipment sales are most effectively promoted by the use of
specialist importers or collaboration with U.K. manufacturers of
noncompetitive equipment. Electronic components marketing through agents
and distributors is the standard practice for sales of noncustomized
components; specialized components may require a different approach.

In recent years, independent wholesalers have faced increasing competition
from large-scale retail organizations with direct access to manufacturers
able to promote sales through their own retail outlets and through
mail-order businesses. As a result, only a portion of the trade in consumer
goods now passes through wholesalers.

This change has stimulated the creation of new forms of wholesale
organizations for the benefit of both wholesalers and retailers. Smaller
retailers, as a defense against the larger groups, have joined organizations
incorporating one or more wholesalers. Through these organizations, they
benefit from economies of bulk purchasing without the loss of independence
and are able to have the advantages of sales promotion schemes.

Sales organizations are increasingly common in the United Kingdom,
reflecting the fact that American exporters are becoming more familiar with
the U.K. market. Others appoint sales agents who are manufacturers of
similar or complementary products and take on additional items on a
commission basis; others sell through specialized importers.

Computer marketing and sales practices, for example, have changed
dramatically in recent years. As computers have become like other
commodities, marketing practices have evolved to resemble those found in the
United States. The computer superstore concept has arrived, and one
successfully operates now in Croyden, a London suburb; another is planned
for northwest London. The store sells computer hardware and software,
including disk drives, keyboards, monitors, and processors, with prices up
to 80 percent below manufacturer's suggested retail prices.

As declining prices and margins have made distributors and dealers profits

vulnerable, retailing is likely to evolve into heavy-volume, small-profit
selling by superstores and value-added hardware sales that incorporate
software and systems integration. The majority of all personal computer
sales will eventually be made by retailers by the second half of this decade.

Product Standardization

Europe-wide marketing strategies will eventually have to incorporate product
standardization. In the EC today, there are over 2,000 different
refrigerators and freezers and nearly 600 different microwave ovens. While
individual variations between each model may be minor, those differences can
add up to 10 percent to the final cost. Firms planning a Europe-wide
marketing strategy will have to consider standardized packaging and
instruction manuals, coordinated advertising and promotion campaigns, as
well as standard service and warrantees that extend across borders.

One recent development that incorporates such a Europe-wide tactic is the
recent "partnership" deal between independent electric goods retailers and
manufacturers. Benefits to the partners, beyond economies of scale and
expanded market shares, are expected in the form of simplified
administrative and after-sales support, the ability to trade inventory from
country to country, and the encouragement of bulk purchasing by dealers. At
the same time, independent retailers have joined ranks to gain the
cost-cutting benefits of bulk buying and improved customer servicing.

Still, many manufacturers do not negotiate with dealers on a Europe-wide
basis. Sales and marketing operations are handled by national subsidiaries
without a coordinated strategy. As a consequence, manufacturers' prices
vary as much as 35 percent between countries, and product guarantees are not
uniform or transferable across borders, often because of national laws. To
overcome the latter hindrance, some firms now offer product insurance that
enables customers to exchange goods bought in one country and damaged or
broken in another.

Ultimately, Europe-wide marketing will be led by, or depend on, product
standardization. Certain products, such as the latest in consumer
electronics, have already advanced to as much as 95 percent standardization
of components, while more mundane consumer durables, such as white goods,
remain bogged down by an array of choices in design and operating
specifications.

Marketing Areas

The United Kingdom has a total area of about 94,000 square miles,
approximately the size of the state of Oregon. With nearly 58 million
people and one of the world's highest population densities (580 persons per
square mile), the United Kingdom represents a compact market for U.S.
products.

Four out of five inhabitants in England live in urban (and suburban) areas.
In Scotland and Wales, the number of city dwellers is not as high, while in
Northern Ireland the numbers of people living in cities and rural areas are
almost equal.

The most recent U.K. census provides a breakdown of the population within
the United Kingdom, showing England with 83 percent of the total
(approximately 48 million people), Scotland, 9 percent (5.2 million); Wales,
5 percent (3 million); and Northern Ireland, 3 percent

(1.6 million).

At its maximum dimensions, the United Kingdom is 600 miles long and 300
miles wide. It is a lowland country, with mountainous regions in the north
of England, Scotland, and Wales.

Approximately 10 percent of the United Kingdom is forests and woodlands. Of
the 5.9 million acres of forest, about 41 percent, belongs to the
government's Forestry Commission, and the rest is privately owned.

The lumbering industry generates 55,000 jobs but produces only 13 percent of
the United Kingdom's timber. The remainder is imported and accounted for
approximately one-half of the country's trade deficit in 1991.

In England and Scotland, there are eight major markets for virtually all
manufacturers. These are Greater London (7 million population), Birmingham
(1 million), Glasgow (695,000), Leeds (710,000), Sheffield (530,000), and
Liverpool (465,000).

London is the leading center in the United Kingdom for importers and
manufacturers' agents and is the largest wholesale center. Other important
centers of distribution of imported goods are Manchester and Bristol.

LOCATING SALES REPRESENTATIVES

Agent/Distributor Service

The Department of Commerce's Agent/Distributor Service (ADS) helps U.S.
firms identify prospective distributors or sales representatives in overseas
markets. Through the ADS application form, the U.S. company representative
specifies the characteristics sought in a prospective overseas
representative.

That information and appropriate product information is forwarded to the
Commercial Section in the U.S. Embassy in London, which then makes a search
of its database of appropriate local companies and consults with trade
associations and chambers of commerce to determine their suitability and
interest in representing the American firm and its product or service.

The process takes about 60-90 days from receipt of an ADS request to search
for prospects and report the results. An ADS report usually identifies a
minimum of three qualified firms that have expressed interest in a
proposal. A typical ADS report includes the name and title of the person to
contact, the telephone number, the cable address and telex number, and brief
comments about the firm or its stated interest in the proposal. The U.S.
principal then initiates contact, and if satisfied, negotiates a contract
with the interested parties to secure local representation.

New exporters should also consider participating in Department of Commerce
trade promotion events as an effective means of identifying prospective
agents and distributors. The Commerce Department sponsors a variety of
trade events all for the purpose of bringing U.S. exporters in direct
contact with potential agents, distributors, and, in certain cases, joint
venture partners and licensees.

Commerce Department-sponsored events provide U.S. participants with
previously screened appointments, booth space and utilities, pre-show
promotion, etc. Information on these events can be obtained from Department
of Commerce district offices located in most U.S. cities.

The U.S. Embassy in London houses the Commerce Department-operated
International Marketing Center (IMC). The IMC provides a prestigious venue
for all types of promotional events, exclusively for American companies,
their subsidiaries, agents, or distributors. Facilities include a 2,000
square-foot exhibition hall and an auditorium, complemented by a
comprehensive range of marketing services. The latter include assistance in
identifying business prospects; printing show catalogs, flyers, and
invitations; arranging appointments; and providing secretarial assistance,
logistics, etc. Booking of the IMC is done directly with the IMC staff;
telephone: (44-71) 409-2927; fax: (44-71) 495-2944.

Agency Agreements

Many foreign countries have definite rules and practices concerning agency
agreements. Companies should obtain legal advice, both in the United States
and in the United Kingdom, to ensure that they are not violating U.S.
antitrust laws and that they are in compliance with local laws and business
practices.

Prospective agents overseas normally have standard agency agreements that
they sign with U.S. and other foreign manufacturers. The Commercial Section
in the U.S. Embassy in London can provide advice with respect to these types
of agreements and can also supply a list of attorneys in the United Kingdom
whom the U.S. Embassy has found to be reliable. Local U.S. Department of
Commerce district offices, international banks, and freight forwarders also
may know attorneys who specialize in foreign agency agreements.

INTELLECTUAL PROPERTY PROTECTION

In late 1992, the European Community was considering legislation that would
establish a single set of intellectual property protection rules in the EC.
In both patent and trademark areas, the EC has forwarded detailed proposals
for EC-wide protection.

The proposals would harmonize the level of protection and centralize the
application procedure. Neither of the proposals had been formally approved
as of mid-1992. In the area of copyright protection, the EC has issued a
number of proposals.

In the United Kingdom, professional advice is normally provided by patent or
trademark agents. The Chartered Institute of Patent Agents, located at
Staple Inn Buildings, High Holborn, London WC1V 7PZ telephone: (44-71)
405-9450, maintains a list of patent agents. The Institute of Trade Mark
Agents, at Suite 3-5, Panther House, 38 Mount Pleasant, London WC1X 0AP
(telephone: (44-71) 833-0875), does the same for trademarks agents.

Some attorneys have a significant practice in trademark law, but it is not a
legal specialty that many handle on a regular basis. Many attorneys will
consult a trademark or patent attorney when necessary, but is is often
easier for firms to deal directly with an agent.

U.K. intellectual property protection laws are strict, comprehensive, and
rigorously enforced. A new copyright law is designed to make copyrighting a
more simplified, user friendly procedure and has permitted the United
Kingdom to join the Berne Convention. The U.K. positions in international
fora, such as the World International Patent Organization (WIPO) and GATT
negotiations, parallel those of the United States.

The United Kingdom has legislation in effect for the protection of patents,
trademarks, and industrial designs. The Patent Office is responsible for
the administration of the Patent Acts, the Registered Designs Act, and for
dealing with questions relating to the Copyright Acts. The United Kingdom
is a member of the "Paris Union" International Convention for the Protection
of Industrial Property (1958 Revision).

Applications for patents and for design protection in the United Kingdom
should be filed with the Comptroller, The British Patent Office (BPO), 25
Southampton Buildings, Chancery Lane, London, WC2. Trademark applications
should be filed with the Registrar, The Patent Office, Trade Marks Registry,
also at the above address.

Patents

Under U.K. law, three kinds of patents are granted: these are basic
patents, patents of addition, and secret patents. Basic patents are issued
on new inventions and discoveries for a period of 16 years from the date of
application and are renewable for 5- or 10-year periods.

Patent applicants first file a request for the granting of a patent that
protects the patent for the first year. The protection ends unless a
"request for search" is filed. The third step is the applicant's request
for "substantive examination." The granting of patents is usually completed
in less than four years from the initial filing date.

There are prescribed fees for each step of the process and for annual
renewal of the patent. The patentee must work the invention commercially
within three years after issue of the patent; otherwise, a compulsory
license may be ordered. Compulsory licenses can be granted to prevent abuse
of a monopoly position. Special compulsory licensing applies to the
pharmaceutical sector.

Patentees may elect to grant "licenses of right" under which they permit any
interested person to work the invention upon payment of royalties.
Revocation of a patent is possible two years after issuance if it is still
not properly worked.

The United Kingdom is a signatory to the International Patent Cooperation
Treaty (IPCT). Under the IPCT, an inventor may file a single patent
application with the BPO, which will then stake a claim in 49 other
countries, including 15 European nations and all the major industrial
nations.

Thirty months after filing, if the examination report is favorable, the
inventor files separate applications and translations in the individual
countries. The fee for the BPO service, as of 1993, is 260 pounds.

Industrial Designs

Industrial designs can be registered and protected for five years from the
date the application is filed. Registration is renewable for two terms of
five years each. The same design may be registered for more than one
article. Non-use of a design will not cause its registration to be
cancelled, but a compulsory license can be ordered if the design may also be
subjected to secrecy restrictions similar to those enforced on patents for
national security purposes.

Trademarks

The first user of a mark is entitled to its registration. Trademarks are
registered for 7 years from the date of application and are renewable for
periods of 14 years each. Applications should be filed with the Registrar,
The Patent Office, Trade Marks Registry, at the address given earlier for
the Patent Office. The Trade Marks Register is divided into two parts (A
and B). Graduated fees are charged for the application, registration, and
renewal.

To qualify for part A, which offers better protection, a trademark must be
distinctive of the goods of the proprietor so that it will distinguish those
goods from those of others. The validity of trademark registration in part
A is considered conclusive seven years after its registration.

The purpose of part B is to permit the registration of trademarks that are
not inherently distinctive but may become so eventually after use. The law
provides for removal of a trademark if the applicant has no intention of
using it or if it has not otherwise been used continuously for five years.

Copyrights

Both the United Kingdom and the United States are signatories of the
Universal Copyright Convention. This convention affords mutual copyright
protection.

Copyrights are granted in the United Kingdom for the life of the author and
for 50 years after his death, subject in the latter period to licensing
stipulations. Applicants would be able to apply for protection in any one
of the member states. Protection, when granted, would be extend throughout
the EC.

In 1986, the United Kingdom began to provide protection for service marks, a
species of trademark, that is, any entity that will identify a particular
product, or service, for a particular trading entity. Both service marks
and trademarks have to be examined for compliance with three basic
principles of trademark law: whether it is distinctive, not deceptive, and
does not conflict with another mark.

Trademark protection is available for almost any word or symbol that can
have the attribute of becoming exclusive if sufficiently used. Certain
words and marks cannot be registered simply because they are laudatory or
are used in the industry to describe goods or services. For example, words
and symbols that cannot be registered are those such as "best" for a
particular product or service, a crossed fork and knife for a restaurant, or
a money symbol for a bank.

Well-known geographical locations are not registrable even though they may
have become distinctive of a particular company's products. This rule,
though, may be differently applied to services. The "Virginia" restaurant
may be registrable, while "Virginia" cookies would not.

A mark can acquire distinctiveness after considerable use. Examples would
include very common surnames which are recognized by the public in
connection with specific businesses. A rough test for distinctiveness is
whether competitors inherently would want to use the word or symbol as part
of their business.

A mark can not be deceptive and may not imply that the business is other

than what the trademark indicates. The final requirement is that the mark
not belong to another person or company. There cannot be a prior
registration for the same product or service for the same, or very similar,
mark.

The phrase "the same goods or services" is important. In the United
Kingdom, a trademark is registered for a specific statement of goods in one
of a number of classes.

Goods and services have been classified by an international system into over
40 classes ranging from live animals to machinery, to services such as
banking, insurance, etc. U.K. registration for one class does not prevent
use in another class. If a company has far ranging activities, each class
of activity will need to be protected.

FINANCING EXPORTS

Although the EC 1992 program will standardize many facets of doing business
in member countries, U.S. exporters should not presume that their entire
marketing experience in the EC will become standardized or uniform.
Business customs, legal procedures, language hurdles, and creditworthiness
assessments of customers will complicate export matters, even as
standardization of most marketing procedures is accomplished.

Becoming and remaining competitive in the marketplace often depends on the
financing terms and methods offered to the customer. It is essential that
exporters discuss the methods and transaction details with an experienced
international banking professional.

Differences in business customs extend clearly into export financing.
Potential customers in the United Kingdom are unlikely to be interested in
signing letters of credit or in receiving regular statements from their U.S.
suppliers.

There are several basic methods of receiving payment for products sold
abroad. The major factor that determines the method of payment is the trust
in the buyer's ability to pay.

If the foreign buyer is creditworthy, sales are generally made on an open
account basis. If not, then cash in advance in some form is normally
required. Other methods of financing are available that have advantages for
the exporter.

In order of the most secure to the least secure for the exporter, the basic
methods of financing exports are 1) cash in advance, 2) letter of credit, 3)
documentary drafts for collection, 4) open account, and 5) consignment
sales. Cash in advance, open account, and, consignment will be familiar as
domestic financing methods. Being paid in full in a timely manner is a
major concern of the exporter and risk is an important consideration.

Open account is the most attractive and most risky financing method. It
entails an in-depth assessment of the customer's credit worthiness and, in
some cases, an export insurance policy from a reputable insurer or a
factoring agreement.

The latter arrangement calls for the importer to pay a factoring firm
directly. The factor in turn will often advance up to 80 percent of the
invoice value immediately, if requested by the exporter. The balance, minus
the factoring charges, is paid when the overseas customer pays.

The factor will provide credit advice on new and existing overseas customers
and provide bad debt protection. Export factoring services usually are
available to businesses of a certain export volume. The charges range
between 1.5 and 3 percent of the value of the invoices.

Prepayment financing of up to 80 percent of the invoice will evoke another
finance charge. The factoring process enables an exporter to take advantage
of open account financing while reducing the attendant risks.

Although many factors can make exporting riskier than domestic selling,
there are methods of reducing risk. These methods include selecting a safe
method of payment (for example, irrevocable letter of credit), obtaining
credit risk insurance, and obtaining detailed credit information on the
potential foreign buyer, distributor, importer, etc. It is advisable to
check a buyer's credit even if one of these financing methods is used.

The Department of Commerce offers its World Trader's Data Report (WTDR)
service that contains useful information, including some financial data and
names of other U.S. firms that do business with the subject firm. Banks are
often able to provide credit reports on foreign companies through their
foreign branches or correspondent banks. In addition, there are a number of
private firms that provide international financial credit check services.

The Export-Import Bank of the United States (Eximbank) and the Small
Business Administration (SBA) can provide trade finance assistance to U.S.
exporters. Eximbank and the SBA work together, using each other's
resources, to meet the special needs of small companies. Small business
exporters can use programs of the Eximbank, the SBA, or a combined program
by the two agencies.

Using these programs, small businesses can develop foreign markets and fill
orders from foreign buyers. The programs also enable exporters to advance
competitive financing terms to the prospective customers and to obtain
insurance to safeguard against nonpayment of export receivables. The U.S.
Government operates these programs on a self-sustaining basis and may
require personal guarantees or pledges of inventory or receivables as
collateral for loans or guarantees.

One of the most widely used Eximbank trade finance programs is administered
by the Foreign Credit Insurance Administration (FCIA) Management Company,
Inc. In 1990, more than 1,000 U.S. firms bought short-term insurance
policies covering $3.6 billion worth of exports, of which $900 million
covered sales to Western Europe. There are Eximbank insurance programs
designed for manufacturers and service companies and for either new
exporters or experienced exporters. These policies cover either short- or
medium-term repayment schedules.

In addition to extending working capital guarantees and providing insurance,
Eximbank extends and guarantees loans to foreign buyers of U.S. exports,
including firms located in Western Europe.

The SBA's three main loan guarantee programs for U.S. exporters include the
Export Revolving Line of Credit (ERLC), the International Trade Loan, and
the regular 7A loan guarantee program. The ERLC guarantees loans to U.S.
firms to help bridge the working capital gap between the time inventory and
production costs are disbursed and the time payment is received from the
foreign buyer.

SBA guarantees 85 percent of the ERLC subject to a $750,000 guarantee

limit. The ERLC is granted on the likelihood of a company satisfactorily
completing its export transaction. The guarantee covers default by the
exporter, but does not cover default by a foreign buyer. Failure on the
buyer's side is expected to be covered by letters of credit or export credit
insurance. Small businesses that have worked with the SBA can combine the
ERLC with the Eximbank Working Capital Program to support larger
transactions.

Eximbank's Working Capital Guarantee Program offers preexport financing
support for purposes similar to the ERLC, including production, inventory,
and marketing, and there is no dollar limit. Under the SBA/Eximbank
Co-Guarantee Program, the two agencies share the risk on loans of $200,000
to $1 million per borrower.

SBA International Trade Loans (ITLs) are designed to finance up to $1
million in fixed assets, such as machinery, plus $250,000 in working
capital. Repayment terms go up to seven years. The SBA's regular 7A loan
guarantee is also available for exporters to finance plant and equipment.
These loans also involve long-term repayment schedules.

Information on Eximbank programs can be obtained from the marketing
department at (202) 566-8860. Eximbank also has a toll free number --(800)
424-5201--that provides information on its overall programs. SBA has
district offices throughout the country that provide information on its
financing programs. The SBA Office of International Trade in Washington,
D.C. can be reached on (202) 205-7266.

Collection Problems

Even with credit checks and the use of the least risky financing methods,
exporters can encounter problems with buyers who default on payments. Many
small firms in the United Kingdom have complained recently of increased
problems with late payment and bad debts.

This phenomenon is directly related to the current state of the U.K. economy
and has affected three out of every five small businesses. One in four
firms has reported having to wait between 61 and 90 days for payment, while
as many as one in 20 are not paid until after 90 days.

Collecting payment can be both expensive and time consuming, even when the
exporter has insurance to cover commercial credit risk. The exporter must
exhaust all reasonable means of obtaining payment before an insurance claim
will be honored, and possibly encounter a significant delay before the
insurance payment is received.

The least expensive solution for a payment problem is to contact the
customer and negotiate directly. It is frequently possible to resolve
payment conflicts in a manners satisfactory to both sides. This is
especially true in those cases involving simple misunderstandings or
technical problems where there is no bad faith. Further, the exporter is
more likely to be able to retain valuable export customers in such cases.

When and if attempts to resolve disputes in this manner do fail, and the
amount in question warrants continued effort, the exporter should consult
its bank, legal counsel, and other qualified experts. At this stage,
arbitration may be a remedy that is both less costly and less time consuming
than taking legal action.

The International Chamber of Commerce handles the majority of international

arbitrations. This organization is usually an arbitrator acceptable to
foreign companies since it has no national affiliation. For information,
U.S. companies should contact the Vice President for Arbitration, U.S.
Council of the International Chamber of Commerce; telephone: (212)
354-4480. The American Arbitrations Association also handles international
disputes. This organization can be contacted at (212) 484-4000 for
information on its services.

Department of Commerce Trade Complaint Service

This trade complaint service is available for U.S. exporters that find
themselves involved in a dispute over a specific foreign commercial
transaction. The nearest Commerce Department district office processes the
complaints through the commercial staff in the appropriate U.S. embassy or
consulate overseas. The dispute, though, must meet certain criteria.

After the exporter has made every attempt to settle the complaint without
U.S. Government assistance, the case will be accepted if it can be clearly
shown that communications have broken down and that the value of the claim
is more than $1,000.

Every effort is made to restore communications between the disputing parties
in order to arrive at an amicable settlement. If legal proceedings are
initiated, U.S. Government assistance is normally withdrawn.

Government Procurement

The British Government has signed and implemented the Government Procurement
Code negotiated during the Tokyo Round of the Multilateral Trade
Negotiations. The code provides for the following:

1. Signatory countries will not discriminate in their government purchases
against goods produced abroad when such purchases exceed the equivalent of
$147,000.

2. The agreement does not apply to services except those incidental to the
purchase of goods.

3. As a result of the code, signatories must:
a.Openly publish invitations to bid;
b.Supply all documentation necessary to bid;
c. Apply the same purchasing criteria to foreign and domestic firms; and
d. Generally provide full information and explanation at every stage of
the procurement process.

TRANSPORTATION

Excellent transportation facilities exist between the United States and the
United Kingdom. There are daily sailings of cargo vessels and scheduled air
freight services from U.S. ports and major cities to the United Kingdom.

Air Transport

There are reportedly 137 licensed commercial airports in the United Kingdom,
of which 7 are owned and operated by BAA plc, the successor company to the
statutory British Airports Authority. The seven airports owned by BAA

include Heathrow, Gatwick, and Stanstead in England and Glasgow, Edinburgh,
Prestwick, and Aberdeen in Scotland.

These airports handle 72 percent of air passengers and 83 percent of
airfreight in the United Kingdom. Heathrow Airport, located 15 miles from
London, is one of the busiest airports in the world. Gatwick Airport, 25
miles south of London, was developed as a second airport serving the city.
The main airports used by international scheduled airlines are Heathrow,
Gatwick, and Prestwick.

Seaports

The United Kingdom has 80 ports of commercial significance. The most
important for container traffic are London, Felixstowe, and Southampton.

The major ports for roll-on/roll-off are Dover, Harwich, Felixstowe, and
Grimsby/Immingham. Major development projects have recently been completed
at eastern and southern ports.

New facilities are being developed to accommodate bulk and container
shipments on the Medway and for bulk and roll-on cargoes on the Humber.
Terminals and supply bases for offshore oil and gas installations have been
built at a number of ports in Scotland.

Railroads

The state-owned railroad system provides excellent service between major
cities and towns. A system of express freight trains, called freight
liners, has been developed and serves a freight rail system having more than
20 major freight terminals. As of March 1988, British Rail had 23,557 miles
of standard gauge lines and sidings in use.

Channel Tunnel

The Channel Tunnel project will provide twin rail tunnels between the United
Kingdom at Folkestone and France near Calais with services expected to begin
in 1993. Separate passenger and freight shuttles will operate in the
31-mile tunnel between the two terminals. The tunnel will serve
London-Paris and London-Brussels passengers.

Highways

Road haulage accounts for nearly 80 percent of all inland freight movement
with most of the traffic carried in vehicles of over 25 tons gross laden
weight. International road haulage has grown rapidly, and nearly 7 million
tons of freight are transported annually by U.K. vehicles to and from
Continental Europe and Ireland.

Short distances that should make major marketing centers easily accessible,
unfortunately, are compromised by a chronically congested motorway network.
Proposals to widen 600 miles of the highway network in England by the end of
the 1990s have been announced. Officials estimate that 80 percent of the
widening work will be completed by 1998.

ADVERTISING AND RESEARCH

The trade organization that oversees the practices of the advertising
industry and enforces the provisions of the British Code of Advertising
Practice (CAP) is the Advertising Standards Authority, located at Brook
House, 2-16 Torrington Place, London WC1E 7HN. Advertising in the United
Kingdom is highly developed and tends to be patterned on U.S. practices.
Firms advertising their goods for sale should inform themselves of the CAP
regulations.

Expenditures on advertising in 1988 amounted to approximately $12 billion, a
12 percent increase over the previous year. Advertisements in the press
comprised over 60 percent of the total, and television accounted for 31
percent. Advertising campaigns are normally planned by the numerous
agencies that also provide marketing, consumer research, and other services.

Several hundred advertising agencies operate in the United Kingdom. Several
of the most active are U.S. subsidiaries or British firms with connections
in the United States. Included in the total are specialists in various
fields, consultants, screen publicity experts, and house-to-house
canvassers. Some of the larger agencies are in a position to give excellent
service on market analysis and on the development of sales policy.

Radio and Television Advertising

Television advertising is done through the stations of the Independent
Broadcasting Authority (IBA). The IBA is a quasi-government corporation
that contracts with independent stations to provide programs.

Advertising is regulated by the IBA's code of advertising standards and
practices. Since programs are organized on a regional basis, individual
television advertisements can be placed for viewing either for all of the
United Kingdom or within a region.

In any one hour of broadcasting, the commercial time is limited to nine
minutes. However, the average hourly time for commercials during a day
cannot exceed seven minutes. Certain types of commercials--such as
cigarette and gambling ads--are prohibited.

The British Broadcasting Corporation (BBC) does not accept commercial
advertising on its radio or television stations. It does permit advertising
in its publications.

Newspaper and Magazine Advertising

Despite the rapid growth of commercial television, the press remains a
leading advertising medium in the United Kingdom. Although its share of the
total has decreased over the years, press advertising has suffered less from
the introduction of television than other media.

The main vehicles for press advertising are the national daily and Sunday
newspapers, including the London evening editions. The United Kingdom has
about 130 daily and Sunday newspapers.

There are 12 dailies and 9 Sunday newspapers with national circulation.
They are classified as either "quality" or "popular" papers on the basis of
their style and content. With their immense circulation and deep
penetration throughout the country, these newspapers are extensively used by
manufacturers to advertise their products. Total circulation of national
newspapers is approximately 15 million on weekdays and 18 million on Sundays.

Motion Picture Advertising

Motion picture advertising consists of short films that are shown in movie
theaters. Bookings of these films are generally handled by specialist
contractors such as Rank Screen Services. Because of flexibility in booking
as to the number of theaters in which the film is to be shown, length of
run, and location, this method of advertising has been useful for local
advertising and promotional campaigns.

Market Research

There are numerous firms engaged in market research in the United Kingdom;
most have their headquarters in London. These firms provide the usual range
of services, including store audits, consumer market surveys, product tests,
advertising media research, pretesting, post campaign research in level of
awareness, brand research, and attitude and motivation research.

In addition, the American Embassy in London provides the Department of
Commerce with periodic economic and financial data on the U.K. economy as
well as with commercial and market information. These data are made
available to U.S. companies through the National Trade Data Base (NTDB),
available in major libraries around the country.

TRADE ORGANIZATIONS

The American Chamber of Commerce in London was founded in 1916 as a private
organization to encourage and facilitate the transaction of business between
the United States and the United Kingdom. The chamber is in close touch
with various British Government departments. In addition to answering
inquiries from American firms with an interest in the U.K. market, the
chamber provides information on establishing manufacturing facilities in
Britain.

There are local chambers of commerce and chambers of trade in most business
and manufacturing communities in the United Kingdom, and these are entirely
separate entities. Within their respective associations, they cooperate in
the exchange of information. Chambers of Commerce are concerned with
matters affecting their members' commercial and industrial interests, while
chambers of trade are concerned with retail distribution trade.

The Association of Chambers of Commerce is the central organization with
which the British chambers are affiliated. The largest and most prominent
industrial association in the United Kingdom is the Confederation of British
Industry (CBI). Recognized as the principal speaker for British industry
on economic, trade, commercial, and production matters, the CBI represents,
directly or indirectly, some 250,000 companies.

INVESTMENT IN THE UNITED KINGDOM

U.S. Investment

The United States is the largest foreign investor in the United Kingdom.
Cumulative U.S. direct investment (book value) in the United Kingdom reached
$68.3 billion by the end of 1991. Eighty percent of the approximately 3,000
U.S. branches, subsidiaries, and affiliates in the United Kingdom are 100

percent U.S. owned. In 1991, U.S. direct investment in the United Kingdom
represented over 36 percent of all U.S. investment in the European Community
and 15 percent of total U.S. direct investment worldwide.

In general, U.S. companies that have invested in the United Kingdom tend to
be the faster growing, export-oriented industries that are also in the
technologically advanced sectors of the economy. U.S. direct investment in
the United Kingdom at year-end 1991 was concentrated in finance, insurance,
and real estate ($28 billion), manufacturing ($21 billion), and petroleum
($9.5 billion). Top U.S. investors included IBM, Ford, and United
Technologies.

Government Policy on Foreign Investment

The United Kingdom generally welcomes foreign investment, and formalities
associated with establishing new businesses in the United Kingdom are
relatively simple. There is no discrimination between nationals and
foreigners in the laws applying to the formation of British companies nor in
any of the other regulations affecting the establishment or operation of a
business in the United Kingdom.

There are no major barriers to U.S. investment in the United Kingdom. There
are no discrimination or double taxation problems, nor trade-related
investment measures employed by the United Kingdom. The United Kingdom is a
signatory to the National Treatment Instrument of the Organization for
Economic Cooperation and Development. Domestic and foreign firms are
subject to the same controls governing the location of their plants when a
new building or a sizable extension to an existing one is contemplated. The
U.K. Government does maintain restrictions on the level of foreign
investment or control in certain industries.

For example, the U.K. Secretary of State for Transportation can cancel a
carrier's license if he is deems the carrier to be foreign controlled. The
Transport Secretary may not deny a license to EC nationals on such grounds,
but must deny a license to carriers controlled by non-EC nationals.

No current U.K. law prevents any foreign interest from taking control of a
U.K. carrier. In practice, though, the U.K. carrier's license to operate,
domestically or internationally, is controlled by the Transport Secretary.
Should the Civil Aviation Authority believe that a U.K. airline is foreign
controlled, it would refer the matter to the Transport Secretary, who has
the discretion to cancel the carrier's license.

There are no statutory criteria to guide the Transport Secretary in making
his determination in what is essentially an administrative, rather than a
legal, process. The decision would be open to legal review.

With the advent of the EC Single Internal Market in aviation in 1993, the
Transport Secretary will lose his discretion on this issue. Thereafter, he
will not be able to deny an operating license to EC nationals on foreign
ownership and control grounds and must deny a license to carriers owned and
controlled by non-EC nationals.

The present government policy is to channel new industrial development away
from the congested areas to localities where industrial sites and surplus
manpower are available. Aside from special assistance available to any firm
locating in industrial development areas, there are no special subsidies or
benefits extended by the U.K. Government to foreign investors.

Regional Incentives

For nearly 60 years, successive U.K. Governments have attempted to channel
investment towards certain areas, recognizing the decline in traditional
industries, experienced most markedly during the inter-war depression. Such
areas are divided into two categories, Development Areas and Intermediate
Areas. Known collectively as Assisted Areas, they cover parts of the United
Kingdom in which 35 percent of the working population lives and are
concentrated in Scotland, Wales, Northern Ireland, and the north of England.

To attract investment to the Development Areas where new industries and
additional employment are needed, the government has programs providing
special graduated benefits such as grants towards capital expenditures on
new premises and on capital equipment, tax allowances, training assistance,
and special wage premiums. These are available to both U.K. and foreign
firms.

In the United States, the British Trade and Investment ent Office--located
at 845 Third Avenue, New York, N.Y. 10022, telephone: (202) 745-0495--seeks
out potential U.S. investors and supplies relevant information to firms
interested in investing in the United Kingdom. In addition, Scotland,
Wales, and Northern Ireland maintain offices in the United States to perform
essentially the same functions.

The U.S. Embassy in London periodically prepares an "Investment Climate
Statement" on the United Kingdom for U.S firms covering all topics of
interest to potential investors. The Embassy also produces an "Annual Labor
Report," a useful guide to U.K. labor conditions and issues.

Foreign Ownership of Business Entities

The United Kingdom does not discriminate between nationals and foreigners in
the formation and operation of British companies. An American individual
corporation establishing a British subsidiary encounters no special national
requirements on directors and shareholders.

Foreign companies investing in the United Kingdom are subject to the same
restrictions that apply to U.K.-owned companies. There is no government
legislation regulating the proportion of foreign ownership in an individual
company or in the economy as a whole. The government does retain the right
to block the takeover of any company considered important to the national
economy or to national security, but such powers are used only in extreme
cases. There are some restrictions applying to investment in companies that
were once government owned.

There are no restrictions on the repatriation of earnings, and foreign
companies are treated the same as U.K. companies for tax purposes.
Nonresident companies carrying on a business in the United Kingdom are taxed
only on profits of the U.K. subsidiary or branch. Investing companies can
qualify for a number of allowances that reduce or even eliminate corporate
tax liabilities, especially in the initial years of operation.

There are no requirements for technology transfer. There are no
preferential export policies with the major exception of access to the
Export Credit Guarantee Department (ECGD), which provides services similar
to the Export-Import Bank of the United States. There are no requirements
for joint ventures or local management participation or control.

Forms of Business Organization

There are five basic forms of business undertakings in the United Kingdom:
limited company, unlimited company, branch, partnership, and joint venture.

Limited company: The limited company is the most common form of business
organization in the United Kingdom and is also the one most likely to appeal
to U.S. investors since it has the advantage of limiting business
liability. A company's liability can be limited either by shares or by
guarantee, but usually by shares. Another benefit is that the limited
company is a legal entity in itself. The term legal entity means that the
company can enter into contracts, own property, sue or be sued in its own
name, without affecting the rights and obligations of its shareholders.

Once formed, a limited company is legally required under U.K. company law to
file prescribed documents, with the Registrar of Companies, that will be
available for public inspection. These include an annual return and annual
accounts. The annual return must include information such as the office
address, details of share capital, and the names and addresses of the
directors, secretary, and members. The statement of accounts comprises a
profit and loss statement, a balance sheet, an auditors report and a
director's report.

There are basically two kinds of limited companies, public and private. The
public limited company (plc) can offer shares or debentures to the public
and is therefore subject to stricter rules and regulations, and has a
minimum authorized share capital of 50,000 pounds sterling.

A private limited company cannot invite the public to subscribe to a share
issue. The private limited company is generally of most interest to foreign
investors. It can have a minimum of two members (shareholders) and a
maximum of 50. Their liability is limited to the amount they have agreed to
pay for the shares for which they have subscribed. The private limited
company must file an annual set of accounts, including a profit and loss
statement, balance sheet, auditor's report, etc. Company policy cannot be
determined by persons other than directors, members, or debenture holders.

Unlimited Company: All of the unlimited company's members are personally
responsible for all of the debts of the business. The advantage of the
unlimited company is that there is no requirement to disclose financial
statements to the Registrar, unless the unlimited company is a subsidiary of
a limited company. Since an unlimited company has no restriction on the
liability of its members (shareholders), it is rarely used.

Most U.S. companies forming U.K. subsidiaries have limited liability. They
are required to submit accounts to the Registrar for a U.K. unlimited
company subsidiary.

Every company must have at least two founder shareholders who can be
American or any nationality, resident or nonresident. The founders can be
nominees of the true proprietors, meaning that the owners need not reside in
the United Kingdom. Also, every public company must have at least two
directors, and every private company must have at least one. A company must
have a secretary, and, in the case of a public limited company, the
secretary must meet certain statutory qualifications.

Forming A Company -- To form a company, limited or unlimited, the following
documents must be presented to the Registrar of Companies with a 50 pound

sterling registration fee:

1. The Memorandum of Association (the company's charter) containing:

--the name of the company, with "limited" or "plc" as the last word, if
applicable;

--the location of the registered office;

--the company's objectives and scope of activities;

--the amount of share capital;

--a list of subscribers;

--a statement that the company is to be a public company (if
appropriate);

--a statement that the members' liability is limited (if appropriate);

2. The Articles of Association containing the company's internal
regulations, including:

--the rights of shareholders;

--how shares are transferred and issued;

--procedures for general meetings and voting powers;

--powers and duties of directors; and

--how dividends are to be paid and reserves held.

3. Particulars of share capital, directors, and secretary, including the
directors' and scretary's names, addresses, nationalities, occupations, etc.

4. A statement of the address of the company's registered office in the
United Kingdom.

5. A statutory declaration of compliance with the requirements of the
Companies Act of 1985.

Prior to incorporating a company, the proposed company name must be checked
against the Index of Company Names maintained at the Registrar. If the name
does not already appear on the index and does not require any special
approvals, the process of incorporation may proceed. Usually within a month
later, the Registrar issues a certificate of incorporation and the
subsidiary company comes into legal existence.

Branch: -- Among foreign investors, the branch is the most popular
alternative to the private limited company. It is easily established, and
it can operate as if it were a U.K. company. Government approval is not
required before opening a branch nor must the company maintain minimum
capital or reserves for the branch, but the foreign parent firm is liable
for any liabilities that may arise from its British business.

The presence of a visiting salesman or the use of an agent does not
constitute the establishment of a branch. Setting up and opening a
representative office that enters into contracts on behalf of the parent
company does. Once established, a branch of a U.S. company can operate in

the same way as a U.K. company.

Within a month of opening the branch, the parent company must present to the
Registrar of Companies the following documents in order to officially set up
as a branch: 1) a certified copy of the company's constitutional documents
(bylaws) and its U.K. address; 2) a list of directors and secretary, their
names, addresses, occupations, etc.; 3) the name of the U.K. resident
authorized to accept legal notices on behalf of the company; and 4) a
declaration of the establishment of a place of business in the United
Kingdom and confirming compliance with the Companies Act.

Partnership: -- There are two types of partnerships: 1) the ordinary
partnership and 2) the limited partnership. In both, the rights and duties
of the partners are governed by the various Partnership Acts in the absence
of express provisions in the partnership agreements. Partnerships should be
constituted by written agreements, which do not have to be filed in any
public registry.

Membership in a partnership is limited to 20 persons, except bank
partnerships which are limited to 10 persons. These limits do not apply to
partnerships of lawyers (solicitors), accountants, members of stock
exchanges, and certain other professional firms. Liability is unlimited and
extends to all private assets of the partners.

Limited partners may not, however, take an active part in the business,
which must be carried on by partners with unlimited liability. Should the
limited partner take an active part in the business, he would forfeit his
limited liability status.

Limited partnerships must be formally registered. The limited partnership
has both general and limited partners. The general partners are responsible
for running the company and are liable for all its debts. The limited
partners have their liability limited to their specific capital contribution.

Joint Venture: -- Joint ventures between foreign and U.K. companies usually
take the form of a limited company or partnership. U.S. firms can identify
potential joint venture partners through several means, including
appropriate trade associations in the United Kingdom and in the United
States.

Every enterprise must register with an office of the Company Registrar. For
companies established in England and Wales, the registrar is located at
Companies House, Crown Way, Maindy, Cardiff CF4 3UZ. For firms in Scotland,
it is at Exchequer Chambers, 102 George Street, Edinburgh EH2 3DJ.

Every new business should register its formation with its local tax office,
which establishes the records for corporation tax, income tax, and "pay as
you earn," or PAYE, the employee's income tax withholding scheme. Employers
are also obliged to withhold social security (national insurance)
contributions. Registration with the Commissioners of Customs and Excise
for VAT purposes is also necessary.

TAX TREATY WITH THE UNITED STATES

A convention between the United States and the United Kingdom with respect
to income taxation has been in existence since April 1945. A number of
protocols amending this basic convention have since come into force.
Details relating to double taxation arrangements between the United States
and the United Kingdom can be found in Statutory Instrument 568, entitled

Double Taxation Relief (Taxes on Income) (U.S.A). The convention applies to
the taxation of profits arising from a permanent establishment in the United
Kingdom.

Under the provisions of the U.S.-U.K. Double Tax Treaty, certain classes of
income arising in the one country are exempt from the other country's tax if
the income flows to a resident of the other country who is subject to tax on
it there. For taxation purposes, foreign-owned firms are categorized as
nonresident companies, that is, companies controlled and managed abroad but
conducting business through a permanent establishment in the United
Kingdom.. A company which is merely represented by a commission agent or a
broker is not regarded as a permanent establishment unless the agent has the
authority to negotiate and conclude contracts on behalf of the foreign
principal. The term "permanent establishment" includes, branches, offices,
factories, workshops, mines, oil and gas wells, quarries, or other places of
extraction of natural resources, and building or construction or
installation projects that exist for more than 12 months.

Business may be carried on through a broker, general commission agent or
other independent agent, or through a salesman not authorized to conclude
contracts, without incurring permanent establishment status. In addition,
licensing another company to make and sell products in the United Kingdom
will produce royalty income exempt from U.K. withholding tax under the tax
treaty.

Income other than that covered earlier remains taxable in both countries,
but provision is made for the country in which the taxpayer resides to allow
relief from it own tax on the income to the extent of the tax charged in the
country in which it arises. Taxation of a specific foreign-owned company is
a complex subject that requires consultation with tax experts.

GUIDANCE FOR BUSINESS TRAVELERS

Entrance Requirements

Every U.S. citizen entering the United Kingdom must have a valid American
passport. No visas, entry permits, or vaccinations are required of U.S.
citizens entering the United Kingdom.

Three months after their arrival--unless the immigration officer has
endorsed their passports upon arrival--U.S. citizens over 16 years of age
should register with the local British police, except in the Metropolitan
District of London, where they register at the Aliens Registration Office,
10 Lamb's Conduit Street, London WC1.

U.S. citizens planning to visit the United Kingdom may obtain passports on
application through the clerk of any U.S. federal or state court authorized
by law to naturalize aliens. The headquarters of the State Department's
Passport Office is located at 1424 K Street, NW., Washington, D.C. 20524;
telephone: (202) 523-1673.

Americans interested in being employed in the United Kingdom should consult
the British Consulate in New York to inquire about a work permit. The
employment of aliens in the United Kingdom is controlled by the Home Office
and the Department of Employment in the United Kingdom.

U.S. citizens wishing to extend the length of stay to obtain employment,
paid or unpaid, or to set up any business or profession, must obtain
permission from the Under Secretary, Home Office, Immigration and

Nationality Department, Princeton House, 371 High Holborn Street, London
WC1.

Directors and employees of British subsidiaries of U.S. firms have, in
general, encountered little difficulty in obtaining permission to enter and
remain in the United Kingdom. In the case of technical employees, it is
necessary to establish that British subjects with the necessary
qualifications are not available.

Work permits are usually readily issued for key personnel. Bringing
technical personnel required to set up and operate the plant or business
generally poses no problem.

Foreign Exchange Regulations

There are presently no controls on either inward or outward investment, or
on the remittance, repatriation of funds from profits, licenses, royalties,
etc. from the United Kingdom. Gold and foreign currencies may be freely
bought and sold, and there are no restrictions on the maintenance of bank
accounts in or outside the United Kingdom. Foreign exchange contracts may
be entered into freely. Travelers may bring in sterling notes, foreign
currency notes, traveler's checks, and letters of credit in any currency and
in any amount.

Customs Regulations

Although almost all articles are liable to import duty, and in most all
cases to the VAT, duty and tax will not be charged normally on bona fide
personal effects in a passenger's baggage or on his person. All items that
are intended to be left in the United Kingdom must be declared with British
Customs and Excise.

Visitors staying less than six months need not declare their personal
belongings. For visits from 6 to 12 months, all personal effects must be
declared. Tax and duty, however, will not be levied on those articles that
will be taken out of the United Kingdom when the visitor departs. The
visitor may be required, however, to make a deposit, which is refundable
when the articles leave the country, on certain valuable items that the
visitor may have recently purchased.

Personal articles of persons intending to stay in the United Kingdom for
more than 12 months will be admitted free of duty and tax if the items have
been in the visitor's ownership and use for certain specified periods.

Whatever the length of stay, all goods for commercial use, professional
effects, and any prohibited goods--including drugs, firearms, plants, meat
and live animals, and everything in excess of duty-free allowances--must be
declared.

Goods for Exhibition

Goods imported for exhibition may also be entered under bond, deposit, or
ATA Carnet.

Professional Equipment

Professional equipment may be temporarily imported into the United Kingdom

free of duty and tax under the Customs Convention on the Temporary
Importation of Professional Equipment. For this purpose a carnet is
obtained from the U.S. Council of the International Chamber of Commerce,
referred to in the section entitled "Special Customs Provisions."

Valued-Added Tax Refunds

As noted on page 9 above, American citizens traveling for business purposes
can reclaim the value- added tax (VAT) assessed on business travel related
expenses incurred in the United Kingdom, and in the other EC member states.
Procedures for reclaiming may vary from country to country.

Companies may undertake the refund procedure on their own or retain the
service of a U.S. or U.K firm for a fee, generally a portion of the total
VAT refunded. Original receipts are required in all cases. To claim a
refund of U.K. VAT, travelers must spend a minimum of 500 pounds sterling on
business expenses--hotels, meals, secretarial services, telephone, fax,
facilities, and so on. Entertainment expenses are not covered. U.K.
Customs and Excise normally takes six months to issue the refund check.

Business Etiquette

The most important characteristics of British business etiquette are
punctuality and courtesy. Delivery terms, as well as appointment schedules,
are expected to be maintained. Prompt acknowledgement of the receipt of
letters is expected.

Titles, when known, should be used in all correspondence. For expeditious
handling of correspondence, airmail or fax should be used. It is advisable
to address commercial solicitations to the firm, rather than individuals.

British company executives will communicate more often by writing letters,
telexes, and fax messages, than most U.S. executives, who tend to rely more
on the telephone. British executives are far less likely to seek legal
advice and guidance than their U.S. counterparts. Only as a last resort
will the U.K. executive consult a solicitor, while the American may use an
attorney as a business advisor.

"Working" breakfasts are far less common in the United Kingdom than in the
United States. Luncheons are more appropriate as a form of business
meetings.

The planning of dinners as business occasions must take into account the
commuting distances and schedules of the guests who will be invited.
Developing relationships with U.K. executives that extends beyond business
matters into social affairs will take time and is not guaranteed.

Only after appropriate familiarization would a U.K. business executive
expect to be invited to a dinner or social function in an American's home,
or invite a U.S. executive to a similar function in his home. Under such
circumstances, the business aspects of the relationship would be completely
subordinated to the social elements. Gift giving or exchanging is not a
normal business custom.

Electrical Current

In the United Kingdom, electricity is provided at an alternating current of
50 cycles, 1 and 3 phase. The voltage is 240/415 with 2 and 4 wires.

Service interruptions are rare, and the frequency of the current is stable.
The electrical plugs are type C (round pin attachment plug) and type G
(rectangular blade plug).

Commercial Language

Some expressions and words have different meaning than those accepted in the
United States; therefore, for clarity of meaning in correspondence, care
should be given to the terms used.

Business Hours

Business hours in the United Kingdom correspond closely to those in the
United States. Banking hours are generally 9:30 a.m. to 3 p.m., Monday
through Friday, except on Thursday, when banks stay open later. Offices are
open from 9 a.m. until 5 p.m., while stores are open from 9 a.m. to 5:30
p.m. In the vacation months of July and August, many British executives are
not available except by advance appointment.

Standard and Daylight Savings Time

The United Kingdom is on Greenwich Meridian Time (GMT). London changes to
daylight savings time on the last Sunday of March and reverts back to
standard time on the last Sunday of October. London is five hours ahead of
Eastern Standard Time. Scotland, Wales, and Northern Ireland are on the
same schedule.

Holidays

The following major holidays are observed by most businesses in the United
Kingdom:

England and Wales

Holiday Day

New Year's Day January 1
Good Friday Variable
Easter Monday Variable
May Day First Monday
Spring Holiday-May Last Monday
Summer Bank Holiday-Aug Last Monday
Christmas Day December 25
Boxing Day Variable, first weekday
after Christmas

Scotland

Scotland observes the above except Easter Monday, Spring Holiday, and Summer
Bank Holiday, and the following:

Holiday Day

Bank Holiday First Monday, January
Spring Holiday First Monday, April
Victoria Day Third Monday, May
Bank Holiday First Monday, August
Autumn Holiday Third Monday, Sep.

Northern Ireland

In addition to the U.K.-listed holidays, the following are observed:

Holiday Day

St. Patrick's Day March 17
Easter Tuesday Variable
Orangeman's Day July 12, 13

Standardized Packaging Units

The European Community has established standardized packaging units for
numerous products which should be consulted by U.S. exporters. Detailed
information on the European Community's metric and packaging requirements
may be obtained from: Office of European Community Affairs, Room 3036,
International Trade Administration, U.S. Department of Commerce, Washington,
DC 20230, (202) 377-2905.

CONSTITUTIONAL SYSTEM

The United Kingdom of Great Britain and Northern Ireland, is comprised of
four historical entities, England, Scotland, Wales (together making Great
Britain), and Northern Ireland. The United Kingdom is a constitutional
monarchy.

The constitution is largely unwritten, and almost all political power is
vested in one chamber of the bicameral Parliament, the House of Commons.
The other chamber, the House of Lords, appointed by the monarch, is largely
ceremonial. The House of Commons consists of 651 members -- 524 from
England, 72 from Scotland, 38 from Wales, and 17 from Northern Ireland.
Members are elected from specific geographic constituencies, each
representing about 60,000 voters.

Because of population shifts, constituencies in England vary