[Federal Register Volume 66, Number 90 (Wednesday, May 9, 2001)]
[Rules and Regulations]
[Pages 23561-23588]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11592]
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FEDERAL TRADE COMMISSION
16 CFR Parts 801, 802 and 803
Premerger Notification; Antitrust Improvements Act Notification
and Report Form
AGENCY: Federal Trade Commission.
ACTION: Interim rule with request for comment.
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SUMMARY: The Federal Trade Commission (``Commission'') is amending the
Antitrust Improvements Act Notification and Report Form (``the Form'')
and the accompanying Instructions for Certain Mergers and Acquisitions
(``the Instructions'') which must be completed and submitted by persons
required to report mergers or acquisitions pursuant to section 7A of
the Clayton Act, as added by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (``HSR Act''). The amended Form and
Instructions will require filing persons to: report revenue data using
the North American Industry Classification System (``NAICS'') rather
than the Standard Industrial Classification (``SIC''); use 1997 rather
than 1992 as the base year for reporting revenue data; and report
insurance activities in the body of the Form rather than in an
Insurance Appendix. In addition, the references to the SIC will be
replaced with references to the NAICS. Finally, the Commission will
make minor revisions to the Instructions to provide further assistance
to persons required to file under the HSR Act.
DATES: This interim rule is effective July 1, 2001. The Commission,
however, is soliciting comments regarding the July 1, 2001 effective
date of these amendments, which the Commission will change if
appropriate. Comments must be received on or before June 8, 2001. In
addition, it is important to note that filing persons must continue to
use the SIC codes through June 30, 2001, and that all parties to a
transaction must use the same classification system. However, for
transactions identified as Section 801.30 transactions, where the
acquiring person files before July 1, 2001 with the expectation that
the acquired person will file on or after July
[[Page 23562]]
1, 2001, the Premerger Notification Office recommends that the
acquiring person use the NAICS industry and product codes to ensure the
efficient handling of the filing.
ADDRESSES: Address all comments to: Secretary, Federal Trade
Commission, 600 Pennsylvania Avenue, NW., Washington, DC 20580, or by
e-mail to [email protected], and the Director of Operations and Merger
Enforcement, Antitrust Division, Department of Justice, Room 10103, 601
D Street, NW., Washington, DC 20530.
FOR FURTHER INFORMATION CONTACT: William L. Lanning, Acting Deputy
Assistant Director, or Alice M. Villavicencio, Compliance Specialist,
of the Premerger Notification Office, Bureau of Competition at (202)
326-3361 or (202) 326-3155, respectively.
SUPPLEMENTARY INFORMATION:
Background
Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. 94-435, 90
Stat. 1390, and amended by Pub. L. 106-553, 114 Stat. 2762 (``HSR
Act''), requires all persons contemplating certain mergers or
acquisitions to file notification with the Commission and the Assistant
Attorney General for the Antitrust Division of the Department of
Justice (``Assistant Attorney General''). The HSR Act further provides
that such persons wait a designated period of time before consummating
such transactions.
Congress empowered the Commission, with the concurrence of the
Assistant Attorney General, to require ``that the notification * * * be
in such form and contain such documentary material and information * *
* as is necessary and appropriate'' to enable the agencies ``to
determine whether such acquisitions may, if consummated, violate the
antitrust laws.'' Congress similarly granted rulemaking authority to,
inter alia, ``prescribe such other rules as may be necessary and
appropriate to carry out the purposes of this section.'' 15
U.S.C.18a(d). Pursuant to this section, the Commission, with the
concurrence of the Assistant Attorney General, promulgated the
Antitrust Improvements Act Notification and Report Form for Certain
Mergers and Acquisitions on July 31, 1978, with an effective date of
September 5, 1978, 43 FR 33450 (July 31, 1978), and has since amended
or revised the rules and Form on fifteen occasions. The Commission,
with the concurrence of the Assistant Attorney General, is promulgating
these amendments to the Form and the Instructions relating to Items 3,
5, 6, 7, and 8 as well as to Sections 801.1(j), 802.2(g), and 803.2 of
the Rules as indicated herein.
Completion of the Form provides the Commission and the Assistant
Attorney General with information and documentary material necessary to
conduct an initial review of mergers, acquisitions, and other similar
transactions ``to determine whether such acquisitions may, if
consummated, violate the antitrust laws.'' 15 U.S.C. 18a(d). The Form
is not designed to elicit all potentially relevant information relating
to a transaction. Instead, the information requested enables the
Commission and the Assistant Attorney General to determine whether the
waiting period for a proposed acquisition should be allowed to expire;
whether a request by one or both of the filing persons for early
termination of the waiting period should be granted; or whether the
Commission or the Assistant Attorney General should issue a request for
additional information and documentary materials pursuant to section
7A(e) of the HSR Act and 16 CFR 803.20.
The Form and the Instructions currently require that filing persons
report revenue data contained in the 1992 Economic Census and the
``1992 Numerical List of Manufactured and Mineral Products.'' The
Bureau of the Census has recently published its 1997 versions of the
Economic Census and the ``Numerical List of Manufactured and Mineral
Products.'' In these reports, the data is compiled using the NAICS
which has replaced the SIC as the industrial classification for the
United States. As a result, the Form, the Instructions, and several
rules will be amended to replace references to the SIC codes with
references to the NAICS codes, and references to a 1992 base year to a
1997 base year.
Statement of Basis and Purpose for the Commission's Revision of the
Form and the Instructions
In 1992, OMB established the Economic Classification Policy
Committee (ECPC).\1\ Among other things, OMB asked the ECPC to evaluate
the SIC to determine whether it should be revised or it should be
replaced with a new industry classification system for the United
States. The ECPC concluded that the SIC should be replaced because it
did not adequately describe the economy of the United States.
Specifically, the ECPC noted that the SIC had failed to address two
significant economic trends which had transformed the economy over the
last 20 years: the emergence of service-producing industries and the
rapid development of technology-based industries.
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\1\ The ECPC was chaired by the Bureau of Economic Analysis,
U.S. Department of Commerce, with representatives from the Bureau of
the Census, U.S. Department of Commerce, and the Bureau of Labor
Statistics, U.S. Department of Labor.
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After conducting an extensive examination of the economy, the ECPC
determined that a new industrial classification system would best
describe the economy if it were based on a production-oriented, or
supply-based, conceptual framework that grouped together businesses
using identical or similar production processes. The ECPC also noted
that a single conceptual framework would add internal consistency to
the new classification system and would ensure that the system could
adapt to future economic trends.
Acting in concert with similar committees in Mexico and Canada, the
ECPC developed the NAICS to replace the SIC.\2\ The NAICS divides the
economy into 20 sectors \3\ and identifies nine new service industries
sectors and 358 new national industries. The NAICS employs a 6-digit
coding system in which the first two digits designate the sector, the
third digit designates the subsector, the fourth digit designates the
industry group, the fifth digit represents the NAICS industry, and the
sixth digit designates individual national industries (either Canadian,
Mexican, or United States). A 6-digit NAICS industry code is comparable
to a 4-digit SIC industry code. A 7-digit NAICS product class code and
a 10-digit NAICS product code are comparable to a 5-digit SIC product
class code and a 7-digit SIC product code, respectively.\4\ A review of
NAICS industry codes is slated for every five years and is expected to
keep the NAICS current as economic sectors evolve.
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\2\ The North American Free Trade Agreement provided an impetus
to create a new industry classification system as well, since the
United States, Mexico, and Canada favored the development of a
uniform industrial classification system for North America. Mexico
and Canada have also adopted NAICS, with variations.
\3\ A NAICS ``sector'' is comparable to the term ``division''
used in the SIC.
\4\ Information regarding the NAICS can be found in the ``North
American Industry Classification--United States, 1997'' (1997 NAICS
Manual) published by the Executive Office of the President, Office
of Management and Budget should be used to locate NAICS industry
codes. Information is also is available at www.census.gov, or by
dialing 1-888-75NAICS.
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In April, 1997, OMB issued its decision to require all Federal
statistical agencies that collect or publish data by industry to adopt
the NAICS as the industrial classification system for the
[[Page 23563]]
United States, 62 FR 17287-17337 (April 9, 1997). However, OMB
specifically noted that it was not requiring any non-statistical
agencies, such as the Commission, to use the NAICS because the non-
statistical agencies played no role in the development of the NAICS.
Instead, OMB noted that non-statistical agencies should utilize the
NAICS only after the ``head of the agency administering that program
has . . . determined that the use of such industry definitions is
appropriate to the implementation of the program's objectives.'' Id.
The Commission has determined that requiring filing persons to
report revenue data using the NAICS will further the policy objectives
of the HSR notification program because the NAICS has several
characteristics that will contribute to a more meaningful antitrust
analysis. First, the NAICS was designed to describe the United States
economy more accurately than the SIC. With its nine new service
industry sectors and 358 new industries, the NAICS should provide more
precise comparisons for product markets. The review of the NAICS every
five years should also provide more accurate comparisons in a dynamic
economy.
Second, the Commission has traditionally relied upon the most
current economic data to analyze the potential anticompetitive effects
of proposed transactions.\5\ The ``1997 Economic Census'' and the
``1997 Numerical List of Manufactured and Mineral Products'' published
by Bureau of the Census contain such data and use the NAICS.
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\5\ Periodically, the Commission has adjusted the base year when
the Bureau of the Census published a new ``Economic Census.'' See 45
FR 14205 (March 5, 1980); 51 FR 10368 (March 26, 1986); 55 FR 31371
(August 2, 1990); and 60 FR 40704 (August 9, 1995).
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Third, the NAICS is erected on a production-oriented, or supply-
based, conceptual framework to ensure the internal consistency of its
industry classifications. Businesses that use identical or similar
production processes are grouped together. This organizational concept
will be useful to the Commission and the Assistant Attorney General
when they evaluate entry and industry overlap issues as part of their
antitrust analysis of proposed transactions.
Incorporating the NAICS into the Form and the Instructions will
ensure that filing persons provide revenues in a format that can be
compared to the most recent and complete economic data published by the
Bureau of the Census. The amended Form and Instructions will require
the 6-digit NAICS industry code where the Form and Instructions
currently require the 4-digit SIC industry code. Filing persons should
be aware, however, that certain NAICS industry codes only contain 5-
digits. In those instances, the filing person should add a zero (0) to
the end of the five-digit code when completing the Form. Seven-digit
NAICS product class codes and the 10-digit NAICS product codes should
be used where the Form and Instructions currently require the 5-digit
SIC class codes and the 7-digit SIC product codes.\6\
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\6\ Cross-reference tables comparing the 1997 NAICS product
classes and product codes to the 1992 SIC product classes and vice
versa, are found in Appendices E and F, respectively, in the ``1997
Numerical List of Manufactured and Mineral Products.'' For an
electronic version of the ``Numerical List,'' visit the Bureau of
Census web site. Click on ``Publications'' and search the
``Numerical List.'' Where a product code is not listed in the
specific subsector table refer to the ``Current Industrial Reports''
by clicking on the letter ``C'' located on the left grid of the web
site.
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We reiterate that filing persons must continue to use the SIC codes
through June 30, 2001, and that all parties to a transaction must use
the same classification system. For transactions identified as Section
801.30 transactions, where the acquiring person files before July 1,
2001 with the expectation that the acquired person will file on or
after July 1, 2001, the Premerger Notification Office recommends that
the acquiring person use the NAICS industry and product codes to ensure
the efficient handling of the filing.
Amendments to the Form and Instructions
Items 5, 7, and 8 of the Form and Instructions will require that
revenue data be provided using the NAICS. References to the SIC codes
in Section 801.1(j) and Section 802.2(g) will be replaced with NAICS
references. References to the ``1992 base year'' will replaced with
``1997 base year'' throughout the Form and Instructions. Filing persons
should refer to the ``1997 Numerical List of Manufactured and Mineral
Products'' (EC97M31R-NL) published by the Bureau of the Census to
locate product class codes and product codes.
As noted above, several other minor changes to the Form and the
Instructions will be made. Most of these changes either clarify the
requirements of the Form and Instructions or correct technical errors
in earlier versions. In addition, the Insurance Appendix will be
deleted and filing persons should report revenues from all insurance
activities in Item 5 of the Form. Finally, Section 803.2 will be
amended to reflect the deletion of the Insurance Appendix.
Section 801.1(j) Engaged in Manufacturing
In Section 801.1(j), the definition of ``Engaged in
manufacturing,'' will be amended by replacing ``products within
industries 2000-3999 as coded in the Standard Industrial Classification
Manual (1972 Edition)'' with ``products within industries in Sectors
31-33 as coded by the North American Industrial Classification System
(1997 Edition).'' This amendment is needed to update the definition to
refer to the applicable NAICS sector rather than the SIC industry code.
Section 802.2(g) Certain Acquisitions of Real Property Assets
In Section 802.2(g), the reference to the SIC in the parenthetical
will be amended by replacing ``(activities within SIC Major Groups 01
and 02)'' with ``(activities within NAICS sector 11).'' This amendment
is necessary to update the definition to refer to the applicable NAICS
sector rather than the SIC industry codes. Section 802.2(g) is also the
subject of a substantive proposed rule change set forth at 66 FR 8723-
8729 (February 1, 2001), but that change will not affect the
parenthetical referenced here. The parenthetical reference to
``(activities within SIC Major Groups 01 and 02)'' will be amended as
of July 1, 2001, along with the other NAICS changes.
Item 3 of the Instructions
The last sentence of the Instruction to Item 3(a) will be corrected
by inserting the word ``involved'' between the words ``persons'' and
``in.'' In the Instruction to Item 3(c), the reference to ``items
3(c)(i)-3(c)(viii)'' will be corrected to read ``items 3(c)(i)-
3(c)(vi).''
Item 5 of the Form and Instructions
The last paragraph of the general instruction to Items 5(a) through
5(c) will be revised to clarify that persons filing notification should
report revenues derived by all entities included within the person at
the time the Notification and Report Form is prepared for each
applicable subpart of Item 5. Filing persons have always been required
to provide this information for all entities they controlled at the
time of filing. The specific reference to the base year in the
instruction was added because the Commission wanted to make clear that
information for the base year should be included for those entities
that were acquired after the base year. Since the instruction has been
the subject of questions on several
[[Page 23564]]
occasions, the revised language should eliminate any confusion about
this requirement.
Item 5(a) will require that the filing person provide 1997 base
year revenue data for each 6-digit NAICS industry code(s) in which it
derived revenues. Item 5(b)(i) will require that a filing person
engaged in manufacturing provide 1997 base year revenue data for each
10-digit NAICS product code(s) in which it derived any revenues. Item
5(c) will require that a filing person engaged in non-manufacturing
activities provide 6-digit NAICS industry revenue data for the most
recent year.
Item 5(b)(ii) will require that the filing person identify each
manufactured product it has added or deleted since 1997 by 10-digit
NAICS-based product code(s). The filing person must also give the year
in which the product was added or deleted, and must provide the total
dollar revenue attributable to each product added for the most recent
year by 10-digit NAICS-based product code.
The second paragraph of the Instruction to Item 5(b)(ii) will be
revised to clarify that while products added by reason of acquisition
of an entity are not included in this item, products added by reason of
an acquisition of assets constituting less than an entity should be
reported. The paragraph will also be revised to clarify that the same
is true of products deleted by disposition of assets. The reference to
dispositions of voting securities will be removed in order to correct a
technical error in the original instructions. (If a product has been
deleted by a disposition of voting securities, then that issuer is no
longer within the person filing notification, and no Item 5 information
is required for that issuer.)
Item 5(b)(iii) will require that the filing person engaged in
manufacturing provide revenue data for the most recent year for each 7-
digit NAICS-based class code(s) in which it derived revenues.
The paragraph following the note to Item 5(c) in the Instructions
references the Insurance Appendix, which was designed to elicit
information relating to insurance activities, broken down by type of
insurance. Over time, the Commission has determined that requiring a
separate listing for insurance overlaps has not been particularly
useful. Consequently, all insurance revenues, including those revenues
previously classified under 2-digit SIC major group 63, will now be
required to be reported in Item 5. The Insurance Appendix will be
deleted and this reference in the Instructions will no longer be
needed.
Item 5(d)(iv) of the Form and the Instructions will require that
the filing person identify the source of dollar revenues by 6-digit
NAICS industry code(s) for a joint venture or other corporation. If the
joint venture or other corporation is engaged in manufacturing, the
filing person will be required to specify each 7-digit NAICS-based
product class code in which it will derive revenues.
In Item 5(d) of the Form, the number ``(1)'' will be changed to ``(
i )'' to correct a typographical error.
Item 6 of the Form
In the heading of Item 6(b) on the Form, the word ``or'' will be
corrected to ``of,'' so that it reads, ``Shareholders of Person Filing
Notification.''
Item 7 of the Form and Instructions
Item 7, which currently requires geographic market information for
any 4-digit SIC code in which more than one party to the transaction
derives revenues, will require this geographic market information by 6-
digit NAICS industry code(s).
Items 7(c)(i-vi) of the Instructions, which require the submission
of geographic market information by state and, in some instances, by
county, city or town, will be amended by adding the references to the
NAICS sectors and subsectors rather than the SIC major groups. The
reference to the NAICS sectors and subsectors were carefully compared
with the SIC to ensure that the assignment of NAICS codes to
subdivisions (i-vi) of Item 7(c) will correspond to the SIC codes
currently required. For example, the Instructions to Items 7(c)(v) and
7(c)(vi) will be revised to accommodate a change in classification
under the NAICS of insurance agencies/brokerages and insurance
carriers. Insurance agencies and brokerages have always been required
to list the states in which their establishments are located, while
insurance carriers are required to list the states in which they are
licensed to write insurance. Under the SIC, agencies and brokerages
were reported under Major Group 64, while insurance carriers were
reported under Major Group 63. Both types of activities are classified
under Sector 52 in the NAICS, but insurance carriers and insurance
agencies/brokerages are classified under NAICS Industry Group 5241 and
5242, respectively. Thus, the Instruction to Item 7(c)(v) will apply to
insurance agencies/brokers (NAICS Industry Group 5242) and the
Instruction to Item 7(c)(vi) will apply to insurance carriers (NAICS
Industry Group 5241).
Item 8 of the Form and Instructions
Item 8 requires that the acquiring person report certain recent
acquisitions of assets and voting securities, where the assets or
voting securities that were previously acquired derived revenues in the
same 4-digit SIC code as reported in Item 7 in the instant acquisition.
This item will ask for this information by 6-digit NAICS industry
code(s).
The instruction to Item 8 will be revised to clarify that
information should be provided as to any previous acquisitions where
such acquisitions were of a controlling interest in an issuer with
sales or assets satisfying the threshold in the instruction. The
previous language, requiring the listing of acquisitions of ``more than
50 percent'' of the voting securities of an entity, did not technically
encompass an acquisition of exactly 50 percent, which also would
constitute a controlling interest. The instruction for asset
acquisitions will also be revised to require the listing of any
previous acquisition of assets valued at or above the statutory size-
of-transaction test at the time of their acquisition, rather than any
acquisition of more than 50 percent of the assets of an entity.
Requiring the listing of asset acquisitions of a potentially reportable
size at the time of their acquisition, and therefore deemed by Congress
to warrant antitrust scrutiny, should yield more meaningful information
than the listing of acquisitions of over 50 percent of the assets of an
entity with assets of $10 million or more, which could be extremely
small and of little antitrust significance. In addition, the
requirement to provide annual net sales and total assets of the
acquired entity in the year prior to the acquisition has been
eliminated. Numerous informal comments have been received over the
years indicating that this information is often difficult to obtain,
particularly for prior acquisitions of assets. The agencies have
determined that the burden placed on persons filing notification
outweighs the usefulness of the information in analyzing the antitrust
implications of the transaction. Accordingly, Items 8(e) and 8(f) will
be deleted and Item 8(g) will be redesignated as Item 8(e).
Insurance Appendix and Section 803.2
As noted in Item 5, this appendix will be deleted in its entirety.
Section 803.2 has been amended to reflect the deletion.
Administrative Procedure Act
The requirement to publish a notice of proposed rulemaking and
afford an
[[Page 23565]]
opportunity for public comment under the Administrative Procedure Act
does not apply when an agency for good cause finds that such procedure
would be ``impracticable, unnecessary, or contrary to the public
interest.'' See 5 U.S.C. 553(b)(A).
The Commission believes that a notice of proposed rulemaking with
public comment is unnecessary here. The NAICS has already become the
U.S. standard as an industrial classification system for statistical
agencies, replacing the SIC. The NAICS is used by all federal
statistical agencies, and has already been widely adopted by state
agencies, trade associations, private businesses, and other
organizations. Moreover, as noted earlier, the use of the NAICS will
improve both the accuracy and consistency of data submitted by filing
parties and the evaluation of entry and industry overlap issues as part
of the Commission's premerger antitrust analysis. In addition, these
revisions will not alter or otherwise affect the substantive rights of
the filing parties or the standards by which the Commission is required
to conduct such premerger review. Finally, the publication of this
interim rule is being made to provide the public with ample opportunity
to implement the change to the NAICS from the SIC.
Nonetheless, the Commission is soliciting comment regarding the
July 1, 2001 effective date of these amendments to ascertain whether it
provides sufficient time for filing persons to comply.
After the comment period, the Commission will publish a notice and
final rule in the Federal Register. The notice will discuss comments
received and will indicate the action taken by the Commission in light
of such comments.
Regulatory Flexibility Act
The information required by the amended Form is substantially the
same as the information elicited on the current Form. The only
difference is that filing persons will be required to report revenue
data using the NAICS instead of the SIC in Items 5, 7, and 8. The
change in base year simply requires that filing persons use data from
the ``1997 Economic Census'' rather than data from the ``1992 Economic
Census.'' The ministerial changes clarify or simplify existing
practices.
The Regulatory Flexibility Act, 5 U.S.C. 601-612, requires that the
agency conduct an initial and final regulatory analysis of the
anticipated economic impact of the proposed amendments on small
businesses, except where the agency head certifies that the regulatory
action will not have a significant economic impact on a substantial
number of small entities. 5 U.S.C. 605. Because of the size of the
transactions necessary to invoke a Hart-Scott-Rodino filing,\7\ the
premerger notification rules rarely, if ever, affect small businesses.
The recent amendments to section 7A of the Clayton Act and the
Commission's implementing rule amendments were intended to reduce the
burden of the premerger notification program by exempting all
transactions valued at $50 million or less.
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\7\ As noted in the Commission's recent publication of interim
rules amending the premerger notification rules, the increase in
reporting threshold from $15 million to $50 million has
significantly reduced the number of entities affected by the
premerger notification program. See 66 FR 8680, 8687 (February 2,
2001).
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Furthermore, most federal statistical agencies have adopted the
NAICS since 1997. Accordingly, many companies that currently file HSR
notifications have submitted economic information to the Bureau of the
Census using the NAICS codes since 1997. For these filing persons,
reporting base year revenue data classified under the NAICS should
present little difficulty. For persons that do not have base year
revenue data coded under the NAICS, the delayed effective date of the
amendments to the Form should provide sufficient time to convert their
SIC data to the NAICS format with minimal burden. Finally, potential
filers have always been required to provide base year data from the
most recent Economic Census since the inception of the Form in 1978.
In light of the foregoing, the Commission certifies that the
amendments to the Form will not have a significant economic impact on a
substantial number of small entities within the meaning of the
Regulatory Flexibility Act, 5 U.S.C. 601-612. Thus, neither an initial
nor a final regulatory flexibility analysis of this revision is
required. 5 U.S.C. 605. This document serves as the required notice of
this certification to the Small Business Administration.
Paperwork Reduction Act
The Commission's revisions to the Form do not ``substantive[ly] or
material[ly] modify'' the existing terms of the currently approved
collection of information (OMB Control Number 3084-0005) to necessitate
OMB's further review and approval. See 44 U.S.C. 3507(h)(3); 5 CFR
1320.5(g).
List of Subjects in 16 CFR Parts 801, 802, and 803
Antitrust, Business and industry, Reporting and recordkeeping
requirements.
For the reasons stated in the preamble, the Commission amends 16
CFR part 801, 802, and 803 as follows:
PART 801--COVERAGE RULES
1. The authority citation for part 801 continues to read as
follows:
Authority: 15 U.S.C. 18a(d).
2. Amend Sec. 801.1 by revising paragraph (j) to read as follows:
Sec. 801.1 Definitions
* * * * *
(j) Engaged in manufacturing. A person is engaged in manufacturing
if it produces and derives annual sales or revenues in excess of $1
million from products within industries in Sectors 31-33 as coded by
the North American Industrial Classification System (1997 Edition)
published by the Executive Office of the President, Office of
Management and Budget.
* * * * *
PART 802--EXEMPTION RULES
3. The authority citation for part 802 continues to read as
follows:
Authority: 15 U.S.C. 18a(d).
4. Amend Sec. 802.2 by revising paragraph (g) to read as follows:
Sec. 802.2 Certain acquisitions of real property assets.
* * * * *
(g) Agricultural property. An acquisition of agricultural property,
assets incidental to the ownership of such property and associated
agricultural assets shall be exempt from the requirements of the act.
Agricultural property is real property and assets that primarily
generate revenues from the production of crops, fruits, vegetables,
livestock, poultry, milk and eggs (activities within NAICS sector 11).
* * * * *
PART 803--TRANSMITTAL RULES
5. The authority citation for part 803 continues to read as
follows:
Authority: 15 U.S.C. 18a(d).
6. Amend Sec. 803.2 by revising paragraphs (b) introductory text,
(b)(1) introductory text, and (c) introductory text as set forth below.
Sec. 803.2 Instructions applicable to Notification and Report Form.
* * * * *
[[Page 23566]]
(b) Except as provided in paragraph (b)(2) of this section and
paragraph (c) of this section:
(1) items 5-8 of the Notification and Report Form must be
completed--
* * * * *
(c) In response to items 5, 7, and 8 of the Notification and Report
Form--
* * * * *
7. The Appendix to Part 803 is amended by revising pages I, II,
III, IV, V, VI of the instructions to the Antitrust Improvements Act
Notification and Report Form for Certain Mergers and Acquisitions, and
pages 1 through 15 of the Notification and Report Form for Certain
Mergers and Acquisitions to read as follows:
[[Page 23567]]
Appendix to Part 803
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* * * * *
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 01-11592 Filed 5-8-01; 8:45 am]
BILLING CODE 6750-01-C