Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

Agency decision

Ask Donna

What actually matters in this document.

Text

Washington, DC 20024. Telephone:

(202) 326–3100, Email: rjones@ftc.gov.

SUPPLEMENTARY INFORMATION:

PART 772—[AMENDED]

■ 22. The authority citation for 15 CFR

part 772 is revised to read as follows:

Authority: 50 U.S.C. 4601 et seq.; 50

U.S.C. 1701 et seq.; E.O. 13222, 66 FR 44025,

3 CFR, 2001 Comp., p. 783; Notice of August

4, 2016, 81 FR 52587 (August 8, 2016).

PART 774—[AMENDED]

■ 23. The authority citation for 15 CFR

part 774 is revised to read as follows:

Authority: 50 U.S.C. 4601 et seq.; 50 U.S.C.

1701 et seq.; 10 U.S.C. 7420; 10 U.S.C.

7430(e); 22 U.S.C. 287c, 22 U.S.C. 3201 et

seq.; 22 U.S.C. 6004; 42 U.S.C. 2139a; 15

U.S.C. 1824a; 50 U.S.C. 4305; 22 U.S.C. 7201

et seq.; 22 U.S.C. 7210; E.O. 13026, 61 FR

58767, 3 CFR, 1996 Comp., p. 228; E.O.

13222, 66 FR 44025, 3 CFR, 2001 Comp., p.

783; Notice of August 4, 2016, 81 FR 52587

(August 8, 2016).

Dated: August 26, 2016.

Kevin J. Wolf,

Assistant Secretary for Export

Administration.

[FR Doc. 2016–21031 Filed 8–31–16; 8:45 am]

BILLING CODE 3510–33–P

FEDERAL TRADE COMMISSION

16 CFR Part 803

Premerger Notification; Reporting and

Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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SUMMARY: The Commission is amending

the Hart-Scott-Rodino (‘‘HSR’’)

Premerger Notification Rules (the

‘‘Rules’’) that require the parties to

certain mergers and acquisitions to file

reports with the Federal Trade

Commission (‘‘the Commission’’ or

‘‘FTC’’) and the Assistant Attorney

General in charge of the Antitrust

Division of the Department of Justice

(‘‘the Assistant Attorney General’’ or

‘‘DOJ’’) (together the ‘‘Antitrust

Agencies’’ or ‘‘Agencies’’) and to wait a

specified period of time before

consummating such transactions. These

amendments update the Rules to allow

for submission of the Premerger

Notification and Report Form (‘‘Form’’)

and accompanying documents (together

the ‘‘HSR Filing’’) on digital video/

versatile disc (‘‘DVD’’), and clarify the

Instructions to the Form.

DATES: Effective September 1, 2016.

FOR FURTHER INFORMATION CONTACT:

Robert L. Jones, Assistant Director,

Premerger Notification Office, Bureau of

Competition, Room 5301, Federal Trade

Commission, 400 7th Street SW.,

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Introduction

Section 7A of the Clayton Act (the

‘‘Act’’) requires the parties to certain

mergers or acquisitions to file with the

Commission and DOJ to allow the

Agencies to conduct their initial review

of a proposed transaction’s competitive

impact and requires the parties to wait

a specified period of time before

consummating such transactions. The

reporting requirement and the waiting

period that it triggers are intended to

enable the Antitrust Agencies to

determine whether a proposed merger

or acquisition may violate the antitrust

laws if consummated and, when

appropriate, to seek a preliminary

injunction in federal court to prevent

consummation, pursuant to Section 7 of

the Act.

Section 7A(d)(1) of the Act, 15 U.S.C.

18a(d)(1), directs the Commission, with

the concurrence of the Assistant

Attorney General, in accordance with

the Administrative Procedure Act, 5

U.S.C. 553, to require that premerger

notification be in such form and contain

such information and documentary

material as may be necessary and

appropriate to determine whether the

proposed transaction may, if

consummated, violate the antitrust laws.

Section 7A(d)(2) of the Act, 15 U.S.C.

18a(d)(2), grants the Commission, with

the concurrence of the Assistant

Attorney General, in accordance with 5

U.S.C. 553, the authority to define the

terms used in the Act and prescribe

such other rules as may be necessary

and appropriate to carry out the

purposes of Section 7A.

Pursuant to that authority, the

Commission, with the concurrence of

the Assistant Attorney General,

developed the Rules, codified in 16 CFR

parts 801, 802 and 803, and the Form

and its associated Instructions, codified

at part 803—appendix, to govern the

form of premerger notifications to be

provided by merging parties.

HSR Filings provide the Agencies

with the information and documentary

material necessary for an initial

evaluation of the potential

anticompetitive impact of significant

mergers, acquisitions and certain similar

transactions. Currently, all HSR Filings

are submitted in paper. Through these

amendments to the Rules, the Agencies

will allow the submission of HSR

Filings digitally on DVD (‘‘DVD

filings’’). The acceptance of DVD filings

requires certain conforming changes to

the Instructions to the Form, so the

Commission is also taking this

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opportunity to clarify the Instructions

and make them easier to use.

Statement of Basis and Purpose for the

Commission’s Revision of Its Premerger

Notification Form, Instructions and

Rules

Since the inception of the HSR

program, the HSR Form and its

attachments have been submitted in

paper. In 2006, an electronic filing

option was introduced that would allow

filers to upload HSR Filings directly to

the Agencies but that option failed to

gain traction due to the limitations of

the underlying technology, and it was

soon discontinued. While the Agencies

continue to explore an electronic filing

option, they have decided to accept the

submission of HSR Filings digitally on

DVD. Accordingly, the Commission

amends part 803 to delete references to

the discontinued electronic filing option

and revises these sections and the

Instructions to the Form found in the

appendix to part 803 to allow for DVD

filings. Documents submitted by the

parties with the filing are typically

created and stored in digital format.

Allowing parties to submit these digital

files on electronic media will be more

efficient and cost-effective, providing

benefits to filing parties as well as the

Agencies:

—Currently, those submitting HSR

Filings must provide five paper copies

of their Form, consisting of one

original and one copy to the FTC, and

three copies to DOJ, as well as one set

of Documentary Attachments to each

Agency. DVD filing will eliminate the

expensive and time-consuming

printing and duplication of

documents, and allow for a more

efficient filing process for filing

parties.

—DVD filing will ease the physical

delivery of voluminous HSR Filings to

the Agencies, and facilitate the

processing and review of filings

within each Agency.

—DVD filing will allow for more

efficient and less costly storage

options for the Agencies

To provide maximum flexibility,

filing parties will still have the

traditional option of submitting HSR

Filings in paper. Submitting an HSR

Filing partially on DVD and partially in

paper will not be permitted, however.

Additionally, DVD submissions must be

accompanied by original hard copies of

the cover letter, certification and

affidavit. The individual rule

amendments associated with DVD filing

are described more fully below.

Additionally, this rulemaking makes

minor changes to the Form Instructions,

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many of which are unrelated to DVD

filing, to reduce the burden on filing

parties by making it easier to prepare

the Form and comply with the HSR

Filing requirements. These changes are

not substantive in nature, and involve

formatting, clarification, and

simplification, as well as the deletion of

immaterial language, with the goal of

eliminating confusion for filing parties,

as noted below.

Section 803.1 Notification and Report

Form

The internet portal established in

2006, www.hsr.gov, to allow the

electronic filing of HSR Filings is no

longer technologically viable, and

references to HSR.gov are removed from

all Rules in which they appear and the

Instructions.

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Section 803.2 Instructions Applicable

to Notification and Report Form

Section 803.2(e)(1) currently allows

filers to forego the physical production

of documents responsive to Item 4(b) by

incorporating by reference documents

previously filed with the Agencies in

other transactions. The purpose of the

rule was to avoid the costly duplication

of responsive documents that were

already in the possession of the

Agencies. However, given § 803.2(e)(2),

which allows parties to cite to an

Internet address rather than provide

hard copies of responsive documents,

and the ease of copying documents onto

a DVD without any expensive hard copy

duplication, § 803.2 is being amended to

delete § 803.2(e)(1). The existing,

current, § 803.2(e)(2) will be

renumbered to § 803.2(e), and the new

§ 803.2(e) has been amended for clarity.

To ensure the submission of

compatible and readable electronic files,

and to avoid problems and delays in

processing HSR Filings, paragraph (f) of

§ 803.2 has been amended to require the

use of specific formatting when

submitting an HSR Filing on DVD, and

to remove the reference to www.hsr.gov.

The filing person is responsible for

ensuring that the formatting

requirements are observed and is subject

to a notice of deficient filing if an

unacceptable format is submitted. See

http://www.ftc.gov/enforcement/

premerger-notification-program for all

current DVD Filing format requirements.

Section 803.3 Statement of Reasons

for Noncompliance

Section 803.3 identifies the specific

information that a filing person must

provide when not responding to an Item

on the Form. Paragraph (d) identifies the

specifics of making a claim of privilege.

Paragraph (d) is amended to require the

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titles and/or positions of the author of

a document, the addressee, and all

recipients of the document being

withheld or redacted under a claim of

privilege to enable the Agencies to

better assess if the privilege applies.

Section 803.5 Affidavits Required

Section 803.5 requires an affidavit

from the filing person attesting to the

good faith intention of the person filing

to proceed with the transaction. The

affidavit must be attached to the Form

at the time of filing. Paragraphs (a)(1),

(a)(3), and (b) are amended to address

inclusion of the affidavit when using the

DVD filing option. If only a scanned

version of the signed affidavit is

available at the time of filing, it must be

submitted on the DVD, and the original

signed hard copy should be provided to

the FTC as soon as possible.

Section 803.10 Running of Time

Persons required by the Act to submit

HSR Filings must comply with specified

statutory waiting periods before

consummating the transaction. Section

803.10(c)(1)(i) is amended to define the

‘‘date of receipt and means of delivery’’

for purposes of determining when the

waiting period begins for filings

submitted on DVD. Delivery is to be

effected by providing a DVD filing

directly to the designated agency offices,

by either hand or certified or registered

mail, FedEx or UPS, during normal

business hours.

References and paragraphs relating

exclusively to ‘‘electronic’’ filing, as

well as references to www.hsr.gov, have

been deleted to avoid confusion, as the

submission of filings electronically is

not currently available.

Appendix to Part 803—Notification and

Report Form and Instructions

A number of changes have been made

to the Form Instructions, including

changes unrelated to DVD filing, that are

intended to clarify the Instructions and

simplify the process of completing an

HSR Form. Many of these changes

involve new formatting or the

substitution or deletion of a word,

sentence or paragraph. The more

significant changes entail the following

amendments:

‘‘Filing’’

Accounts for the option of filing using

a DVD, including specific formatting

and submission requirements.

‘‘Responses’’

Clarifies that estimated financial

information provided in the Form

should include an ‘‘est.’’ notation. Also

specifies that additional pages should be

included within the Form, not with the

Documentary Attachments.

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‘‘Amount Paid’’

Eliminates the requirement for an

explanatory attachment regarding

valuation.

‘‘Payer Identification’’ and ‘‘Method of

Payment’’

Clarifies the process and requirements

for submitting HSR filing fees.

‘‘Item 1(g)’’

Specifies that identification of a

second contact person is required.

‘‘Item 2(d)’’

Clarifies how to respond where a

transaction involves a mixed deal

including voting securities, and/or noncorporate interests, and/or assets.

‘‘Item 3(a)’’

Reorganized and reworded for clarity.

Clarifies that the description of the

transaction should include a brief and

simple description of the relevant assets

or business operation(s) to be acquired.

Deletes requirement for identification of

expected dates of major events and

deletes paragraph discussing

acquisitions ‘‘from a holder other than

the issuer or unincorporated entity’’ to

reduce confusion.

‘‘Item 3(b)’’

Clarifies that agreement schedules are

not required unless they represent some

agreement between the parties (e.g., a

non-compete). Specifies that parties

filing on a letter of intent may also

submit a draft of the definitive

agreement, if one exists.

‘‘Item 4(b)’’

Reorganized and amended to clarify

the types of reports that are acceptable

(e.g., unaudited reports that are relied

upon by the board are permitted), and

from which entities reports are required.

‘‘Items 4(c) and 4(d)’’

Clarifies that document title, date, and

author information is required for both

4(c) and 4(d) documents. Additionally

amended to clarify the proper labeling

convention for these documents, as well

as the privilege log requirements

outlined in § 803.3(d).

‘‘Item 5(a)’’

Simplifies the instructions.

‘‘Item 6(b)’’

Amended to clarify that only

shareholders with 5% or more, but less

than 50% must be identified.

‘‘Item 6(c)’’

Clarifies the instructions.

‘‘Item 7’’

Amended to clarify that all six-digit

NAICS industry code overlaps must be

reported, regardless of whether there is

a ten-digit NAICS overlap.

‘‘Item 7(b)’’

Amended to clarify which entities

should be listed.

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‘‘Item 7(c)’’

Amended to change the order and

organization of the NAICS codes for

clarity, and renumbered the subsections. Amended to clarify that

geographic information should be

provided by state postal code

abbreviations, including identifying the

number of states reported, and that a

response of ‘‘national’’ is acceptable in

certain cases in lieu of listing every

state.

‘‘Item 7(c)(iv)’’

Amended to more clearly state that

county and city/town information is

required for the specific NAICS codes

outlined in this section. Reformatted for

readability.

‘‘Item 8’’

Amended to clarify that Item 8 is

related to codes reported in Item 5.

Administrative Procedure Act

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The Commission finds good cause to

adopt these changes without prior

public comment. Under the

Administrative Procedure Act (‘‘APA’’),

notice and comment are not required

‘‘when the agency for good cause finds

(and incorporates the finding and a brief

statement of reasons therefore in the

rules issued) that notice and public

procedure thereon are impracticable,

unnecessary, or contrary to the public

interest.’’ 5 U.S.C. 553(b)(3)(B).

The Commission is updating the

Rules, Form and Instructions to provide

the option of submitting HSR Filings on

DVD, and to clarify the Form

Instructions. Paper copy submission

will remain available. These

amendments to the HSR Rules and Form

fall within the category of rules covering

agency procedure and practice that are

exempt from the notice-and-comment

requirements of the APA. See 5 U.S.C.

553(b)(A). Because the amendments are

not substantive in nature, they are also

not subject to the delayed effective date

provisions of the APA. See 5 U.S.C.

553(d) (substantive rules may take effect

no sooner than 30 days after

publication).

For these reasons, the Commission

finds that there is good cause for

adopting this final rule as effective on

September 1, 2016 without prior public

comment.

economic impact on a substantial

number of small entities. 5 U.S.C. 605.

The Regulatory Flexibility Act

requirements apply, however, only to

rules or amendments that are subject to

the notice-and-comment requirements

of the APA. See 5 U.S.C. 603, 604.

Because these amendments are exempt

from those APA requirements, as noted

earlier, they are also exempt from the

Regulatory Flexibility Act requirements.

In any event, because of the size of the

transactions necessary to invoke an HSR

Filing, the premerger notification rules

rarely, if ever, affect small businesses.

Indeed, amendments to the Act in 2001

were intended to reduce the burden of

the premerger notification program by

exempting all transactions valued at less

than $50 million (as adjusted annually).

Further, none of the proposed rule

amendments expands the coverage of

the premerger notification rules in a

way that would affect small business.

Accordingly, to the extent, if any, that

the Regulatory Flexibility Act applies,

the Commission certifies that these

proposed rules will not have a

significant economic impact on a

substantial number of small entities.

This document serves as notice of this

certification to the Small Business

Administration.

Paperwork Reduction Act

These changes do not contain any

record maintenance, reporting or

disclosure requirements that would

constitute agency ‘‘collections of

information’’ that would have to be

submitted for clearance and approval by

the Office of Management and Budget

under the Paperwork Reduction Act of

1995, 44 U.S.C. 3501–3521.

List of Subjects in 16 CFR Part 803

Antitrust.

For the reasons stated in the

preamble, the Federal Trade

Commission amends 16 CFR part 803 as

set forth below:

PART 803—TRANSMITTAL RULES

■ 1. The authority citation for part 803

continues to read as follows:

Authority: 15 U.S.C. 18a(d).

■ 2. Amend § 803.1 by revising

paragraph (a) to read as follows:

Regulatory Flexibility Act

§ 803.1

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

(a) The notification required by the

act shall be the Notification and Report

Form set forth in the appendix to this

part, as amended from time to time. All

acquiring and acquired persons required

to file notification by the act and these

rules shall do so by completing and

filing the Notification and Report Form,

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Notification and Report Form.

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in accordance with the instructions

thereon and these rules. The current

version of the Form can be obtained at

http://www.ftc.gov.

■ 3. Amend § 803.2 by revising

paragraphs (e) and (f) to read as follows:

§ 803.2 Instructions applicable to

Notification and Report Form.

(e) For documents required by item

4(b) of the Notification and Report

Form, a person filing the notification

may, instead of submitting a document,

provide a cite to an operative Internet

address directly linking to the

document, if the linked document is

complete and payment is not required to

access the document. If an Internet

address becomes inoperative during the

waiting period, or the document is

otherwise rendered inaccessible or

incomplete, upon notification by the

Commission or Assistant Attorney

General, the parties must make the

document available to the agencies by

either referencing an operative Internet

address where the complete document

may be accessed or by providing paper

copies to the agencies as provided in

§ 803.10(c)(1) by 5 p.m. on the next

regular business day. Failure to make

the document available, by the Internet

or by providing paper copies, by 5 p.m.

on the next regular business day, will

result in notice of a deficient filing

pursuant to § 803.10(c)(2).

(f) Filings made via DVD must comply

with all format requirements set forth at

the Premerger Notification Office pages

at http://www.ftc.gov. The use of any

format not specified as acceptable, or

any other failure to comply with the

applicable format requirements, shall

render the entire filing deficient within

the meaning of § 803.10(c)(2).

■ 4. Amend § 803.3 by revising

paragraph (d) to read as follows:

§ 803.3 Statement of reasons for

noncompliance.

(d) Where noncompliance is based on

a claim of privilege, a statement of the

claim of privilege and all facts relied on

in support thereof, including the

identity of each document, its author,

the author’s title/position, addressee,

the addressee’s title/position, date,

subject matter, all recipients of the

original and of any copies, the

recipients’ titles/positions, the

document’s present location, and who

has control of it.

■ 5. Amend § 803.5 by revising

paragraphs (a)(1) introductory text,

(a)(3), and (b) to read as follows:

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Affidavits required.

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(a)(1) Section 801.30 acquisitions. For

acquisitions to which § 801.30 applies,

the notification required by the act from

each acquiring person shall contain an

affidavit, attached to the front of the

notification, or with the DVD

submission, attesting that the issuer

whose voting securities are to be

acquired has received notice in writing

by certified or registered mail, by wire

or by hand delivery, at its principal

executive offices, of:

(3) The affidavit required by this

paragraph must have attached to it a

copy of the written notice received by

the acquired person pursuant to

paragraph (a)(1) of this section. For DVD

filings, the written notice (in a form

specified in the instructions) must be

included on the DVD.

(b) Non-section 801.30 acquisitions.

For acquisitions to which § 801.30 does

not apply, the notification required by

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the act shall contain an affidavit,

attached to the front of the notification,

or with the DVD submission, attesting

that a contract, agreement in principle

or letter of intent to merge or acquire

has been executed, and further attesting

to the good faith intention of the person

filing notification to complete the

transaction.

■ 6. Amend § 803.10 by revising

paragraph (c)(1)(i), removing paragraphs

(c)(1)(ii) and (iii), and redesignating

paragraph (c)(1)(iv) as paragraph

(c)(1)(ii) to read as follows:

§ 803.10

Running of time.

(c)(1) * * *

(i) For paper copy filings and DVD

filings, the date of receipt shall be the

date on which delivery is effected to the

designated offices (Premerger

Notification Office, Federal Trade

Commission, Room 5301, 400 7th Street

SW., Washington, DC 20024, and

Director of Civil Enforcement, Office of

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Operations, Antitrust Division,

Department of Justice, 950 Pennsylvania

Avenue NW., Room #3335, Washington,

DC 20530) during normal business

hours. Delivery should be effected

directly to the designated offices, either

by hand or by certified or registered

mail (including FedEx and UPS). In the

event one or both of the delivery sites

are unavailable, the FTC and DOJ may

designate alternate sites for delivery of

the filing. Notification of the alternate

delivery sites will normally be made

through a press release and, if possible,

on the http://www.ftc.gov Web site.

■ 7. Amend the appendix to part 803 by

revising the Instructions to the Form to

read as follows:

Appendix to Part 803—Notification and

Report Form for Certain Mergers and

Acquisitions

BILLING CODE 6750–01–P

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DLXXIX

ANTITRUST IMPROVEMENTS ACT

NOTIFICATION AND REPORT FORM

for Certain Mergers and Acquisitions

The Notification and Report Form ("the Form") is required to be

submitted pursuant to § 803.1 (a) of the premerger notification

rules, 16 CFR Parts 801-803 ("the Rules"). These instructions

specify the information that must be provided in response to the

items on the Form.

The Form must be a searchable PDF document. All other files

must be in searchable PDF or MS Excel spreadsheet format and

saved in color, if applicable.

Information

The central office for information and assistance concerning the

Form and the Rules is:

Label each DVD with the name of the person filing (i.e., the

ultimate parent entity ("UPE"), see§ 801.1 (a)(3)), the name of a

contact person and that person's phone number. Leave space on

the DVD for the Agencies to write the assigned transaction

number and date of receipt.

Premerger Notification Office

Federjill Trade Commission, Room 5301

400 t Street, S.W.

Washington, D.C. 20024

Phone: (202) 326-3100

Copies of the Form, Instructions and Rules as well as information

to assist in completing the Form are available at the PNO

website.

---

Definitions

The definitions used in this Form are set forth in the Rules. See

Statute. Rules and Formal Interpretations for copies of the HartScott-Rodino Act ("the Act"), the Rules, and the Federal Register

Notices issuing the Rules and Rule amendments ("Statements of

Basis and Purpose").

Filing

Parties should file the completed Form, together with all

documentary attachments, with the Premerger Notification Office

("PNO") of the Federal Trade Commission ("FTC") and the

Premerger Unit of the Antitrust Division of the Department of

Justice ("DOJ") (together, "the Agencies"). Filers have the option

of submitting a DVD filing or a paper filing. Filings should be

submitted to:

If the DVD or files contain viruses, passwords, or are not

readable, the filing will not be accepted and the waiting period will

not start.

For further instructions on DVD filing and specific DVD

requirements, go to HSR Resources on the PNO website.

Premerger Notification Office

Federjill Trade Commission, Room 5301

400 t Street, S.W.

Washington, D.C. 20024

Affidavits

Affidavit(s) are required by § 803.5 and must attest to the good

faith of the persons filing to complete the transaction. Affidavits

must be notarized or use the language found in 28 U.S.C. § 1746

relating to unsworn declarations under penalty of perjury. If an

entity is filing on behalf of the acquiring or acquired person, the

affidavit must still attest to the good faith of the UPE.

and

Office of Operations, Premerger Unit

Antitrust Division, Department of Justice

950 Pennsylvania Avenue, N.W., Room #3335

Washington, D.C. 20530

In non-§ 801.30 transactions, the affidavit(s) (submitted by

both persons filing) must attest that a contract, agreement in

principle or letter of intent to merge or acquire has been

executed, and further attest to the good faith intention of the

person filing notification to complete the transaction. (See

§ 803.5(b)).

(For FED EX airbills to the Department of

Justice, do not use the 20530 zip code; use

zip code 20004.)

In § 801.30 transactions, the affidavit (submitted 2!!]y by the

acquiring person) must attest:

The term "documentary attachments" refers 2!!]y to materials

submitted in response to Item 3(b), Item 4 and to submissions

pursuant to§ 803.1 (b) of the Rules.

Instructions to FTC Form C4 (rev. 08/08/16)

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that the issuer whose voting securities or the

unincorporated entity whose non-corporate interests are

to be acquired has received notice, as described below,

from the acquiring person;

in the case of a tender offer, that the intention to make

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If one or both delivery sites are unavailable, the Agencies may

announce alternate sites for delivery through the media and, if

possible, at the PNO website.

60262

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DLXXX

the tender offer has been publicly announced; and

securities or non-corporate interests currently being acquired

the good faith intention of the person filing notification to

complete the transaction.

when their acquisition is exempt under the Act or Rules. (See

§ 803.2(c)).

Year

All references to "year'' refer to calendar year. If data are not

available on a calendar year basis, supply the requested data for

the fiscal year reporting period that most nearly corresponds to

the calendar year specified. References to "most recent year''

mean the most recent calendar or fiscal year for which the

requested information is available.

Acquiring persons in 801.30 transactions are required to

submit a copy of the notice received by the acquired person

pursuant to § 803.5(a)(3) along with the filing. This notice

must include:

the identity of the acquiring person and the fact that the

acquiring person intends to acquire voting securities of

the issuer or non-corporate interests of the

unincorporated entity;

the specific notification threshold that the acquiring

person intends to meet or exceed in an acquisition of

voting securities;

the fact that the acquisition may be subject to the Act,

and that the acquiring person will file notification under

the Act;

the anticipated date of receipt of such notification by the

Agencies; and

the fact that the person within which the issuer or

unincorporated entity is included may be required to file

notification under the Act. (See § 803.5(a)).

North American Industry Classification System (NAICS) Data

The Form requests "dollar revenues" categorized by NAICS

codes for non-manufactured and manufactured products with

respect to operations conducted within the United States, and for

products manufactured outside of the United States and sold into

the United States. (See§ 803.2(d)). Filing persons must submit

data at the 6-digit NAICS national industry code level to reflect

non-manufacturing dollar revenues. To the extent that dollar

revenues are derived from manufacturing operations (NAICS

Sectors 31-33), filing persons must only submit data at the 10digit NAICS product code levels, not the 6-digit level. (See Item 5

below).

In reporting information by 6-digit NAICS industry code, refer to

the most recent North American Industry Classification System United States published by the Executive Office of the President,

Office of Management and Budget. In reporting information by

10-digit NAICS product code, refer to the most recent Numerical

List of Manufactured and Mineral Products published by the

Bureau of the Census. Information regarding NAICS is available

at www.census.gov. This site also provides assistance in

choosing the proper code(s) for reporting in Item 5 of the Form.

Responses

Enter the name of the person filing notification in Item 1(a) on

page 1 of the Form, and enter the same name and the date on

which the Form is completed at the top of each page of the Form.

If there is insufficient room on the Form for a response to a

particular item, attach "additional pages" behind that item on the

Form. Filers must submit a complete set of additional pages

within each copy of the Form.

Thresholds

Filing fee and notification thresholds are adjusted annually

pursuant to 15 U .S.C. § 18A(a)(2)(A) based on the change in

gross national product, in accordance with 15 U.S.C. § 19(a)(5).

The current threshold values can be found at Current Filing

Thresholds.

Each additional page should identify, at the top of the page, the

name of the person filing notification, the date on which the Form

is completed and the item to which it is addressed.

Voluntary submissions pursuant to§ 803.1 (b) should be identified

as V-1, V-2, etc.

END OF GENERAL SECTION

If unable to answer any item fully, provide such information as is

available and a statement of reasons for non-compliance as

required by § 803.3. If exact answers to any item cannot be

given, enter best estimates and indicate the source or basis of

such estimates. Add an endnote with the notation "est." to any

item where data are estimated.

All financial information should be expressed in millions of dollars

rounded to the nearest one-tenth of a million dollars.

in the case of an acquisition of assets, to the assets

being acquired;

in the case of an acquisition of voting securities, to the

issuer(s) whose voting securities are being acquired and

all entities controlled by such acquired entities; and

in the case of an acquisition of non-corporate interests,

to the unincorporated entity(s) whose non-corporate

interests are being acquired and all entities controlled by

such acquired entities.

Separate responses may be required where a person is both

acquiring and acquired. (See§ 803.2(b)).

Information need not be supplied regarding assets, voting

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Limited Response

The acquired person should limit its response:

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60263

DLXXXI

Fee Information

The fee for filing the Form is based on the aggregate total value

of assets, voting securities and controlling non-corporate interests

to be held as a result of the acquisition:

Early Termination

Put an X in the "yes" box to request early termination of the

waiting period. Notification of each grant of early termination will

be published in the Federal Register, as required by 15 U.S.C.

§ 18A(b)(2), and on the PNO website. Note that if either party in

.!illY transaction requests early termination, it may be granted and

published.

Transactions Subject to International Antitrust Notification

If, to the knowledge or belief of the filing person at the time of

filing, a non-U.S. antitrust or competition authority has been or will

be notified of the proposed transaction, list the name of each such

authority. Response to this item is voluntary.

greater than $50 million (as

adjusted) but less than $100 million

(as adjusted)

$45,000

$100 million (as adjusted) or greater

but less than $500 million

(as adjusted)

$125,000

$500 million or greater

(as adjusted)

$280,000

For current thresholds and fee information, see the PNO website.

Amount Paid

Indicate the amount of the filing fee paid. This amount should be

net of any banking or financial institution charges.

Payer Identification

Provide the payer's name and 9-digit Taxpayer Identification

Number (TIN). If the payer is a natural person with no TIN,

provide the natural person's social security number.

Method of Payment

Check the box indicating the method of payment. If paying by

electronic wire transfer (EWT), provide the EWT confirmation

number and the name of the financial institution from which the

EWT is being sent. If the EWT confirmation number is not

available at the time of filing, provide this information to the PNO

within two business days of filing.

In order for the FTC to track payment, the payer must provide

information required by the Fedwire Instructions to the financial

institution initiating the EWT. A template of the Fedwire

Instructions is available at the PNO website on the Filing Fee

Information page.

If paying by certified check, include the check in the filing,

attached to the cover letter.

Corrective Filings

Put an X in the appropriate box to indicate whether the notification

is a corrective filing (i.e., an acquisition that has already taken

place without filing, in violation of the statute). See Procedures

for Submitting Post-Consummation Filings for more information

on how to proceed in the case of a corrective filing.

Bankruptcy

Put an X in the appropriate box to indicate whether the acquired

person's filing is being made by a trustee in bankruptcy or by a

debtor-in-possession for a transaction that is subject to Section

363(b) of the Bankruptcy Code (11 U.S.C. § 363).

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Cash Tender Offer

Put an X in the appropriate box to indicate whether the acquisition

is a cash tender offer.

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DLXXXII

Item 1(a)

Provide the name, headquarters address and website (if one

exists) of the person filing notification. The name of the person

filing is the name of the UPE. (See§ 801.1 (a)(3)).

Item 2(a)

Provide the names of all UPEs of acquiring and acquired persons

that are parties to the transaction, whether or not they are

required to file notification. If a person is not required to file,

check the non-reportable box.

Item 1(b)

Indicate whether the person filing notification is an acquiring

person, an acquired person, or both an acquiring and acquired

person. (See§ 801.2).

Item 2(b)

Put an X in all the boxes that apply to the transaction.

Item 1(c)

Put an X in the appropriate box to indicate whether the person in

Item 1(a) is a corporation, unincorporated entity, natural person,

or other (specify). (See§ 801.1).

Item 1(d)

Put an X in the appropriate box to indicate whether data furnished

in Item 5 is by calendar year or fiscal year. If fiscal year, specify

the time period.

Note that the 50% notification threshold is the highest threshold

and should be used for any acquisition of 50% or more of the

voting securities of an issuer, regardless of the value of the voting

securities. For instance, an acquisition of 100% of the voting

securities of an issuer, valued in excess of $500 million (as

adjusted) would cross the 50% notification threshold, not the $500

million (as adjusted) threshold.

Item 1(e)

Put an X in the appropriate box to indicate if the Form is being

filed on behalf of the UPE by another entity within the same

person authorized by it to file notification on its behalf pursuant to

§ 803.2(a), or if the Form is being filed pursuant to§ 803.4 on

behalf of a foreign person. Then provide the name and mailing

address of the entity filing notification on behalf of the filing

person named in Item 1(a) of the Form.

Item 1(f)

For the acquiring person, if an entity other than the UPE listed in

Item 1(a) is making the acquisition, provide the name and mailing

address of that entity and the percentage of its voting securities or

non-corporate interests held directly or indirectly by the person

named in Item 1(a) above.

For the acquired person, if the assets, voting securities or noncorporate interests of an entity other than the UPE listed in Item

1(a) are being acquired, provide the name and mailing address of

that entity and the percentage of its voting securities or noncorporate interests held directly or indirectly by the person named

in Item 1(a) above.

Item 2(d)

Provide the requested information on assets, voting securities

and non-corporate interests. If a combination of assets, voting

securities and/or non-corporate interests is being acquired and

allocation is not possible, note such information in an endnote.

For determining percentage of voting securities, evaluate total

voting power per§ 801.12.

For determining percentage of non-corporate interests, evaluate

the economic interests per§ 801.1 (b)(1 )(ii).

Item 2(d)(i)

State the value of voting securities already held. (See§ 801.1 0).

Item 2(d)(ii)

State the percentage of voting securities already held. (See

§ 801.12).

Item 1(g)

Provide the name and title, firm name, address, telephone

number, fax number and e-mail address of the primary and

secondary individuals to contact regarding the Form. A second

contact person is required. (See§ 803.20(b)(2)(ii)).

Item 2(d)(iii)

State the total value of voting securities to be held as a result of

the acquisition. (See§ 801.10).

Item 1(h)

Foreign filing persons must provide the name, firm name,

address, telephone number, fax number and e-mail address of an

individual located in the United States designated for the limited

purpose of receiving notice of the issuance of a request for

additional information or documentary material. (See

§ 803.20(b)(2)(iii)).

Item 2(d)(iv)

State the total percentage of voting securities to be held as a

result of the acquisition. (See § 801.12).

Item 2(d)(v)

State the value of non-corporate interests already held. (See

§ 801.10).

Item 2(d)(vi)

State the percentage of non-corporate interests already held.

(See§ 801.1 (b)(1)(ii)).

END OF ITEM 1

Item 2(d)(vii)

State the total value of non-corporate interests to be held as a

result of the acquisition. (See§ 801.1 0).

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Item 2(c)

This item should only be completed by the acquiring person

where voting securities are being acquired. If more than

voting securities are being acquired, respond to this item only

regarding voting securities. Put an X in the box to indicate the

highest applicable threshold for which notification is being filed:

$50 million (as adjusted), $100 million (as adjusted), $500 million

(as adjusted), 25% (if the value of voting securities to be held is

greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (h)).

Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

60265

DLXXXIII

Item 2(d)(viii)

State the total percentage of non-corporate interests to be held as

a result of the acquisition. (See§§ 801.10 and 801.1 (b)(1 )(ii)).

Item 2(d)(ix)

State the value of assets to be held as a result of the acquisition.

(See § 801.1 0).

Item 3(a)

At the top of Item 3(a), list the name and mailing address of each

acquiring and acquired person, and acquiring and acquired entity,

whether or not required to file notification.

In the Transaction Description section, briefly describe the

transaction, indicating whether assets, voting securities or noncorporate interests (or some combination) are to be acquired.

Describe the business operation(s) being acquired. If assets,

describe the assets and whether they comprise a business

operation. Also, indicate what consideration will be received by

each party and the scheduled consummation date of the

transaction.

Item 2(d)(x)

State the aggregate total value of assets, voting securities and

non-corporate interests of the acquired person to be held as a

result of the acquisition. (See §§ 801.10, 801.12, 801.13 and

801.14).

If there are additional filings, such as shareholder backside filings,

associated with the transaction, identify those. Also, identify any

special circumstances that apply to the filing, such as whether

part of the transaction is exempt under one of the exemptions

found in Part 802.

END OF ITEM 2

Item 3(b)

Furnish copies of all documents that constitute the agreement(s)

among the acquiring person(s) and the person(s) whose assets,

voting securities or non-corporate interests are to be acquired.

Also furnish agreements not to compete and other agreements

between the parties. Do not submit schedules and the like unless

they contain agreements not to compete, other agreements

between the parties, or other important terms of the transaction.

For purposes of Item 3(b), responsive documents must be

submitted; identifying an internet address or providing a link is not

sufficient.

Documents that constitute the agreement(s) (e.g., a Letter of

Intent, Merger Agreement, Purchase and Sale Agreement) must

be executed, while agreements not to compete may be provided

in draft form if that is the most recent version.

If parties are filing on an executed Letter of Intent, they may also

submit a draft of the definitive agreement, if one exists.

Note that transactions subject to § 801.30 and bankruptcies under

11 U.S. C. § 363 do not require an executed agreement or letter of

intent. For bankruptcies, provide the order from the bankruptcy

court.

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DlXXXIV

Item 4(a)

Provide the names of all entities within the person filing

notification, including the UPE, that file annual reports (Form 10-K

or Form 20-F) with the United States Securities and Exchange

Commission, and provide the Central Index Key (CIK) number for

each entity.

Item 4(b)

Provide the most recent annual reports and/or annual audit

reports (or, if audited is unavailable, unaudited) of the person

filing notification.

Privilege

Note that if the filing person withholds or redacts portions of any

document responsive to Items 4(c) and 4(d) based on a claim of

privilege, the person must provide a statement of reasons for noncompliance (a "privilege log") detailing the claim of privilege for

each withheld or redacted document. (See§ 803.3(d)).

For each document, include the:

title of the document;

its author;

author's title/position;

addressee;

addressee's title/position;

date;

Natural persons need only provide the most recent reports for the

highest level entity(s) they control. Do not provide personal

balance sheets or tax returns.

subject matter;

all recipients of the original and any copies;

If the most recent reports do not show sales or assets sufficient to

meet the size of person test, and the size of person test is

relevant given the size of the transaction, the filing person must

stipulate in Item 4(b) that it meets the test.

recipients' titles/positions;

The acquiring person should also provide the most recent reports

of the acquiring entity(s) and any controlled entity whose dollar

revenues contribute to an overlap reported in Item 7.

The acquired person should also provide the most recent reports

of the acquired entity(s).

10) document's present location; and

11) who has control over it.

Note that the person filing notification may incorporate a

document by reference to an internet address directly linking to

the document. (See § 803.2(e)).

Additionally, the filing person must state the factual basis

supporting the privilege claim in sufficient detail to enable staff to

assess the validity of the claim for each document without

disclosing the protected information.

Items 4(c) and 4(d)

For each document responsive to Items 4(c) and 4(d), provide

the:

document's title;

date of preparation; and

name and title of each individual who prepared the

document.

If a privileged document was circulated to a group, such as the

Board or an investment committee, the name of the group is

sufficient, but the filing person should be prepared to disclose the

names and titles/positions of the individual group members, if

requested. If the claim of privilege is based on advice from

outside counsel, the name of the outside counsel providing the

advice and the related law firm must be provided. If several

lawyers participated in providing advice, identifying lead counsel

is sufficient. In identifying who controls a document, the name of

the law firm is sufficient.

If a specific date is not available, indicate the month and year the

document was prepared.

When creating a privilege log, use a separate numbering system

for withheld documents, such as P-1, P-2, etc. Redacted

documents should also be listed on a separate log that complies

with § 803.3(d).

If a large group of people prepared the document, list all the

authors and their titles, identifying the principal authors.

Alternatively, it is acceptable to indicate that the document was

prepared under the supervision of the lead author and to provide

the name and title of that author. If a third party prepared the

document, the date of preparation and the name of the third party

will suffice.

When submitting a document responsive to both 4(c) and 4(d), list

it only once, under 4(c) Q[ 4(d).

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Item 4(d)

Item 4(d)(i)

Provide all Confidential Information Memoranda prepared by or

for any officer(s) or director(s) (or, in the case of unincorporated

entities, individuals exercising similar functions) of the UPE of the

acquiring or acquired person or of the acquiring or acquired

entity(s) that specifically relate to the sale of the acquired entity(s)

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Numbering

Number each document provided in response to Items 4(c) and

4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3,

etc. Likewise, number 4(d) documents 4(d)-1, 4(d)-2, 4(d)-3, etc.,

regardless of the three sub-categories within Item 4(d). If a

document is responsive to both 4(c) and 4(d), there is no need to

cross-reference.

Item 4(c)

Provide all studies, surveys, analyses and reports which were

prepared by or for any officer(s) or director(s) (or, in the case of

unincorporated entities, individuals exercising similar functions)

for the purpose of evaluating or analyzing the acquisition with

respect to market shares, competition, competitors, markets,

potential for sales growth or expansion into product or geographic

markets.

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60267

DLXXXV

ITEMS 5 THROUGH 7

or assets. If no such Confidential Information Memorandum

exists, submit any document(s) given to any officer(s) or

director(s) of the buyer meant to serve the function of a

Confidential Information Memorandum. This does not include

ordinary course documents and/or financial data shared in the

course of due diligence, except to the extent that such materials

served the purpose of a Confidential lnfonnation Memorandum

when no such Confidential Information Memorandum exists.

Documents responsive to this item are limited to those produced

up to one year before the date of filing.

Limited response for acquired person. For Items 5 through 7,

the acquired person should limit its response in the case of an

acquisition of:

Item 4(d)(ii)

Provide all studies, surveys, analyses and reports prepared by

investment bankers, consultants or other third party advisors

("third party advisors") for any officer(s) or director(s) (or, in the

case of unincorporated entities, individuals exercising similar

functions) of the UPE of the acquiring or acquired person or of the

acquiring or acquired entity(s) for the purpose of evaluating or

analyzing market shares, competition, competitors, markets,

potential for sales growth or expansion into product or geographic

markets that specifically relate to the sale of the acquired entity(s)

or assets. This item requires only materials developed by third

party advisors during an engagement or for the purpose of

seeking an engagement. Documents responsive to this item are

limited to those produced up to one year before the date of filing.

Item 4(d)(iii)

Provide all studies, surveys, analyses and reports evaluating or

analyzing synergies and/or efficiencies prepared by or for any

officer(s) or director(s) (or, in the case of unincorporated entities,

individuals exercising similar functions) for the purpose of

evaluating or analyzing the acquisition. Financial models without

stated assumptions need not be provided in response to this item.

assets, to the assets to be acquired;

voting securities, to the issuer(s) whose voting securities

are being acquired and all entities controlled by such

issuer; and/or

non-corporate interests, to the unincorporated entity(s)

being acquired and all entities controlled by such

unincorporated entity(s).

A person filing as both acquiring and acquired persons may be

required to provide a separate response to Items 5 through 7 in

each capacity so that it can properly limit its response as an

acquired person. (See§§ 803.2(b) and (c)).

This item requests information by NAICS code regarding dollar

revenues. (See NAICS Data section on page II). All persons

must submit data on non-manufacturing dollar revenues at the 6digit NAICS industry code level. To the extent that dollar

revenues are derived from manufacturing operations (NAICS

Sectors 31-33), only submit data at the 10-digit product code level

(NAICS-based codes).

List all NAICS codes in ascending order.

Persons filing notification should include the total dollar revenues

for all entities included within the person filing notification at the

time the Form is prepared. If no dollar revenues are reported,

check the "None" box and provide a brief explanation.

END OF ITEM 4

Item 5(a)

Provide 6-digit NAICS industry data concerning the aggregate

U.S. operations of the person filing notification for the most recent

year in all non-manufacturing NAICS Sectors in which the person

engaged. If the dollar revenues for a non-manufacturing NAICS

code totaled less than one million dollars in the most recent year,

that code may be omitted from Item 5(a).

IHh

Provide 10-digit NAICS product code data for each product code

within all manufacturing NAICS Sectors (31-33) in which the

person engaged in the U.S., including dollar revenues for each

product manufactured outside the U.S. but sold into the U.S.

Sales of any manufactured product should be reported in a

manufacturing code only, even if sold through a separate

warehouse or retail establishment.

If such data have not been compiled for the most recent year,

estimates of dollar revenues by 6-digit NAICS industry codes and

10-digit NAICS product codes may be provided.

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Check the Overlap box for a NAICS code if both parties to the

transaction generate dollar revenues in that NAICS code. If there

is .Q!l.]y a 6-digit overlap in a manufacturing code in Item 7, do not

check the Overlap box for a related 10-digit code in Item 5.

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DLXXXVI

Item 5(b)

Complete only if the acquisition is the formation of a joint

venture corporation or unincorporated entity. (See §§ 801.40

and 801.50). If the acquisition is not the formation of a joint

venture, check the "Not Applicable" box.

Item 5(b)(i)

List the contributions that each person fanning the joint venture

corporation or unincorporated entity has agreed to make,

specifying when each contribution is to be made and the value of

the contribution as agreed by the contributors.

Item 5(b)(ii)

Describe fully the consideration that each person fanning the joint

venture corporation or unincorporated entity will receive in

exchange for its contribution(s).

Item 5(b)(iii)

Describe generally the business in which the joint venture

corporation or unincorporated entity will engage, including its

principal types of products or activities, and the geographic areas

in which it will do business.

Item 5(b)(iv)

Identify each 6-digit NAICS industry code in which the joint

venture corporation or unincorporated entity will derive dollar

revenues. If the joint venture corporation or unincorporated entity

will be engaged in manufacturing, also specify each 10-digit

NAICS product code in which it will derive dollar revenues.

An acquired person does not complete Item 6 if the

transaction involves only the acquisition of assets. If the

transaction involves a mix of assets along with voting securities

and/or non-corporate interests, the acquired person must

complete Item 6 as related to the voting securities and noncorporate interests.

Item 6(a)

Subsidiaries of filing person. List the name, city and

state/country of all U.S. entities, and all foreign entities that have

sales in or into the U.S., that are included within the person filing

notification. Entities with total assets of less than $10 million may

be omitted. Alternatively, the filing person may report all entities

within it.

Item 6(b)

Minority shareholders. For the acquired entity(s) and for the

acquiring entity(s) and its UPE or, in the case of natural persons,

the top-level corporate or unincorporated entity(s) within that

UPE, list the name and headquarters mailing address of each

shareholder that holds 5% or more but less than 50% of the

outstanding voting securities or non-corporate interests of the

entity, and the percentage of voting securities or non-corporate

interests held by that person. (See§ 801.1 (c))

For limited partnerships, only the general partner(s), regardless of

percentage held, should be listed.

Item 6(c)

Minority holdings. Item 6(c) requires the disclosure of holdings

of 5% or more but less than 50%, of any entity(s) that derives

dollar revenues in any 6-digit NAICS code reported by the other

person filing notification. Holdings in those entities that have total

assets of less than $10 million may be omitted.

END OF ITEM 5

The acquiring person may rely on its regularly prepared financials

that list its investments, and those of its associates that list their

investments, to respond to Items 6(c)(i) and (ii), provided the

financials are no more than three months old.

If NAICS codes are unavailable, holdings in entities that have

operations in the same industry, based on the knowledge or belief

of the acquiring person, should be listed. In responding to Items

6(c)(i) and 6(c)(ii), it is permissible for the acquiring person to list

all entities in which it or its associate(s) holds 5% or more but less

than 50% of the voting securities of any issuer or non-corporate

interests of any unincorporated entity. Holdings in those entities

that have total assets of less than $10 million may be omitted.

Item 6(c)(i)

Minority holdings of filing person. If the person filing

notification holds 5% or more but less than 50% of the voting

securities of any issuer or non-corporate interests of any

unincorporated entity, list the issuer and percentage of voting

securities held, or in the case of an unincorporated entity, list the

unincorporated entity and the percentage of non-corporate

interests held.

The acquired person should limit its response, based on its

knowledge or belief, to entities that derive dollar revenues in the

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The acquiring person should limit its response, based on its

knowledge or belief, to entities that derived dollar revenues in the

most recent year from operations in industries within any 6-digit

NAICS industry code in which the acquired entity(s) or assets

also derived dollar revenues in the most recent year.

Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

60269

DLXXXVII

same 6-digit NAICS industry code as the acquiring person.

Item 6(c)(ii)

Minority holdings of associates.

This item should only be completed by the acquiring person.

Based on the knowledge or belief of the acquiring person, for

each associate (see § 801.1 (d)(2)) of the acquiring person

holding:

If, to the knowledge or belief of the person filing notification, the

acquiring person, or any associate (see§ 801.1 (d)(2)) of the

acquiring person, derived any amount of dollar revenues (even if

omitted from Item 5) in the most recent year from operations:

5% or more but less than 50% of the voting securities or

non-corporate interests of the acquired entity(s); and/or

5% or more but less than 50% of the voting securities of

any issuer or non-corporate interests of any

unincorporated entity that derived dollar revenues in the

most recent year from operations in industries within any

6-digit NAICS industry code in which the acquired

entity(s) or assets also derived dollar revenues in the

most recent year;

list the associate, the issuer or unincorporated entity and the

percentage held.

in industries within any 6-digit NAICS industry code in

which any acquired entity that is a party to the

acquisition also derived any amount of dollar revenues in

the most recent year; Q[

in which a joint venture corporation or unincorporated

entity will derive dollar revenues;

then for each such 6-digit NAICS industry code follow the

instructions below for this section.

Note that if the acquired entity is a joint venture, the only overlaps

that should be reported are those between the assets to be held

by the joint venture and any assets of the acquiring person or its

associates not contributed to the joint venture.

Item 7(a)

Industry Code Overlap Information

Provide the 6-digit NAICS industry code and description for the

industry, and indicate whether the overlap is from the person, an

associate or both.

END OF ITEM 6

Item 7(b)

Item 7(b)(i)

If the UPE of the other person(s) filing notification derived dollar

revenues in the same 6-digit industry code(s) listed in Item 7(a),

list the name of that UPE and the name of the entity(s) within that

UPE that actually derived those dollar revenues, if different from

the entity(s) listed in Item 3(a).

Item 7(b)(ii)

This item should only be completed by the acquiring person.

List the name of each associate of the acquiring person that also

derived dollar revenues through a controlled operating

company(s) in the 6-digit industry and, if different, the name of the

entity(s) that actually derived those dollar revenues.

Item 7(c)

Geographic Market Information

Use the 2-digit postal codes for states and territories and provide

the total number of states and territories at the end of the

response.

Item 7(c)(i)

NAICS Sectors 31-33

For each 6-digit NAICS industry code within NAICS Sectors 31-33

(manufacturing industries) listed in Item 7(a), list the relevant

geographic information in which, to the knowledge or belief of the

person filing the notification, the products in that 6-digit NAICS

industry code produced by the person filing notification are sold

without a significant change in their form (whether they are sold

by the person filing notification or by others to whom such

products have been sold or resold). Except for industries covered

by Item 7(c)(iv)(b), the relevant geographic information is all

states or, if desired, portions thereof.

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Note that except in the case of those NAICS industries in the

Sectors and Subsectors mentioned in Item 7(c)(iv), the person

filing notification may respond with the word "national" if business

is conducted in all 50 states.

60270

Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

DLXXXVIII

519

523

Item 7(c)(ii)

NAICS Sector 42

For each 6-digit NAICS industry code within NAICS Sector 42

(wholesale trade) listed in Item ?(a), list the states or, if desired,

portions thereof in which the customers of the person filing

notification are located.

5242

525

Item 7(c)(iii)

NAICS lndustrv Group 5241

For each 6-digit NAICS industry code within NAICS Industry

Group 5241 (insurance carriers) listed in Item ?(a), list the state(s)

in which the person filing notification is licensed to write

insurance.

7212

Item 7(c)(iv)(a)

Other NAJCS Sectors

For each 6-digit NAICS industry code listed in item ?(a) within the

NAICS Sectors or Subsectors below, list the states or, if desired,

portions thereof in which the person filing notification conducts

such operations.

48-49

511

515

517

7213

813

8114

other information services

securities, commodity contracts and other

financial investments and related activities

insurance agencies and brokerages, and other

insurance related activities

funds, trusts and other financial vehicles

real estate and rental and leasing

professional, scientific and technical services

management of companies and enterprises

administrative and support and waste

management and remediation services

educational services

recreational vehicle parks and recreational

camps

rooming and boarding houses

religious, grantmaking, civic, professional, and

similar organizations

personal and household goods repair and

maintenance

Item 7(d)

This item should only be completed by the acquiring person.

Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv)

to respond to this item, providing the information for associates of

the acquiring person. Provide separate responses for each

associate of the acquiring person and, if different, the controlled

operating company(s) that actually derived the dollar revenues.

agriculture, forestry, fishing and hunting

mining

utilities

construction

transportation and warehousing

publishing industries

broadcasting

telecommunications

arts, entertainment and recreation

END OF ITEM 7

Item 7(c)(iv)(b)

For each 6-digit NAICS industry code listed in item 7(a) within the

NAICS Sectors or Subsectors below, provide the address,

arranged by state, county and city or town, of each establishment

from which dollar revenues were derived in the most recent year

by the person filing notification.

2123

32512

32732

32733

44-45

512

521

522

532

811

812

nonmetallic mineral mining and quarrying

industrial gases

concrete

concrete products

retail trade, except 442 (furniture and home

furnishings stores), and 443 (electronics and

appliance stores)

motion picture and sound recording industries

monetary authorities - central bank

credit intermediation and related activities

rental and leasing services

health care and social assistance

accommodations and food services, except

7212 (recreational vehicle parks and

recreational camps), and 7213 (rooming and

boarding houses)

repair and maintenance, except 8114 (personal

and household goods repair and maintenance)

personal and laundry services

442

443

516

518

furniture and home furnishings stores

electronics and appliance stores

internet publishing & broadcasting

internet service providers

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Item 7(c)(iv)(c)

For each 6-digit NAICS industry code listed in item ?(a) within the

NAICS Sectors or Subsectors below, list the states or, if desired,

portions thereof in which the person filing notification conducts

such operations.

Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

60271

DLXXXIX

See § 803.6 for requirements.

This item should only be completed by the acquiring person.

Determine each 6-digit NAICS industry code listed in Item ?(a), in

which the acquiring person derived dollar revenues of $1 million

or more in the most recent year and in which either:

The certification must be notarized or use the language found in

28 U.S.C. § 1746 relating to unsworn declarations under penalty

of perjury.

the acquired entity derived dollar revenues of $1 million

or more in the recent year (or in the case of the

formation of a joint venture corporation or

unincorporated entity, the joint venture corporation or

unincorporated entity reasonably can be expected to

derive dollar revenues of $1 million or more); Q.[

in the case of acquired assets, to which dollar revenues

of $1 million or more were attributable in the most recent

year.

For each such 6-digit NAICS industry code, list all acquisitions of

entities or assets deriving dollar revenues in that 6-digit NAICS

industry code made by the acquiring person in the five years prior

to the date of the instant filing, even if the transaction was nonreportable. List only acquisitions of 50% or more of the voting

securities of an issuer or 50% or more of non-corporate interests

of an unincorporated entity that had annual net sales or total

assets greater than $10 million in the year prior to the acquisition,

and any acquisitions of assets valued at or above the statutory

size-of-transaction test at the time of their acquisition.

This item pertains only to acquisitions of U.S. entities/assets and

foreign entities/assets with sales in or into the U.S., i.e., with

dollar revenues that would be reported in Item 5.

the 6-digit NAICS industry code (by number and

description) identified above in which the acquired entity

derived dollar revenues;

the name of the entity from which the assets, voting

securities or non-corporate interests were acquired;

the headquarters address of that entity prior to the

acquisition;

whether assets, voting securities or non-corporate

interests were acquired; and

the consummation date of the acquisition.

Consummation of an acquisition required to be reported by the

statute cited above without having provided this information may,

however, render a person liable to civil penalties up to $40,000

per day. We also may be unable to process the Form unless you

provide all of the requested information.

Public reporting burden for this report is estimated to vary from 8

to 160 hours per response, with an average of 37 hours per

response, including time for reviewing instructions, searching

existing data sources, gathering and maintaining the data

needed, and completing and reviewing the collection of

information. Send comments regarding the burden estimate or

any other aspect of this report, including suggestions for reducing

this burden to:

For each such acquisition, supply:

Section 18a(a) ofTitle 15 of the U.S. Code authorizes the

collection of this information. Our authority to collect Social

Security numbers is 31 U.S.C. § 7701. The primary use of

information submitted on this Form is to determine whether the

reported merger or acquisition may violate the antitrust laws.

Taxpayer information is collected, used, and may be shared with

other agencies and contractors for payment processing, debt

collection and reporting purposes. Furnishing the information on

the Form is voluntary.

Premerger Notification Office

Federal Trade Commission, Room 5301

400 7th Street, S.W.

Washington, D.C. 20024

and

Office of Information and Regulatory Affairs

Office of Management and Budget

Washington, D.C. 20503

Under the Paperwork Reduction Act, as amended, an agency

may not conduct or sponsor, and a person is not required to

respond to, a collection of information unless it displays a

currently valid OMB control number. The operative OMB control

number, 3084-0005, appears within the Notification and Report

Form and these Instructions.

END OF ITEM 8

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END OF FORM INSTRUCTIONS

60272

Federal Register / Vol. 81, No. 170 / Thursday, September 1, 2016 / Rules and Regulations

Donald S. Clark,

Secretary.

[FR Doc. 2016–20950 Filed 8–31–16; 8:45 am]

BILLING CODE 6750–01–C

DEPARTMENT OF LABOR

Occupational Safety and Health

Administration

29 CFR Part 1910, 1915, and 1926

[Docket No. OSHA–2010–0034]

RIN 1218–AB70

Occupational Exposure to Respirable

Crystalline Silica; Correction

AGENCY: Occupational Safety and Health

Administration, Department of Labor.

ACTION: Final rule; correcting

amendment.

SUMMARY: OSHA published a final rule

on occupational exposure to respirable

crystalline silica on March 25, 2016

which became effective on June 23,

2016. This document corrects

typographical errors in the final rule by

revising these sections.

DATES: Effective September 1, 2016.

FOR FURTHER INFORMATION CONTACT:

Annette Iannucci, Directorate of

Standards and Guidance, Room N–3718,

OSHA, U.S. Department of Labor, 200

Constitution Avenue NW., Washington,

DC 20210; telephone (202) 693–1950;

email Iannucci.annette@dol.gov.

SUPPLEMENTARY INFORMATION: On March

25, 2016, OSHA published a final rule

entitled Occupational Exposure to

Respirable Crystalline Silica (81 FR

16285–16890). The final rule retained

the preceding permissible exposure

limits (PELs) for respirable crystalline

silica in general industry (29 CFR

1910.1000, Table Z–3), shipyards (29

CFR 1915.1000, Table Z), and

construction (29 CFR 1926.55, appendix

A), and added footnotes to make clear

that these PELs apply to any sectors or

operations where the new PEL of 50 mg/

m3 is not in effect. The preceding PELs

apply to operations that are not covered

by the new standards, such as the

processing of sorptive clays. The

preceding PELs are also applicable

during the time between publication of

the silica rule and the dates established

for compliance with the rule, as well as

in the event of regulatory delay, a stay,

or partial or full invalidation by the

Court.

This document corrects typographical

errors in the formulas for the preceding

PELs, so that they will appear as they

did prior to publication of the final rule.

List of Subjects in 29 CFR Parts 1910,

1915, and 1926

Cancer, Chemicals, Cristobalite,

Crystalline silica, Hazardous substances,

Health, Lung diseases, Occupational

safety and health, Quartz, Reporting and

recordkeeping requirements, Silica,

Silicosis, Tridymite.

Authority and Signature

This document was prepared under

the direction of David Michaels, Ph.D.,

MPH, Assistant Secretary of Labor for

Occupational Safety and Health. It is

issued under the following authorities:

Sections 4, 6, and 8 of the Occupational

Safety and Health Act of 1970 (29 U.S.C.

653, 655, 657); section 107 of the

Contract Work Hours and Safety

Standards Act (the Construction Safety

Act) (40 U.S.C. 3704); section 41 of the

Longshore and Harbor Worker’s

Compensation Act (33 U.S.C. 941);

Secretary of Labor’s Order 1–2012 (77

FR 3912 (1/25/2012)); and 29 CFR part

1911.

Signed at Washington, DC, on August 5,

2016.

David Michaels,

Assistant Secretary of Labor for Occupational

Safety and Health.

Accordingly, for the reasons set forth

in the preamble above, the Occupational

Safety and Health Administration is

amending 29 CFR parts 1910, 1915, and

1926 as follows:

PART 1910—OCCUPATIONAL SAFETY

AND HEALTH STANDARDS

■ 1. The authority citation for part 1910

continues to read as follows:

Authority: 29 U.S.C. 653, 655, 657;

Secretary of Labor’s Order Numbers 12–71

(36 FR 8754), 8–76 (41 FR 25059), 9–83 (48

FR 35736), 1–90 (55 FR 9033), 6–96 (62 FR

111), 3–2000 (65 FR 50017), 5–2002 (67 FR

65008), 5–2007 (72 FR 31159), 4–2010 (75 FR

55355), or 1–2012 (77 FR 3912), as

applicable.

Sections 1910.6, 1910.7, 1910.8 and 1910.9

also issued under 29 CFR 1911. Section

1910.7(f) also issued under 31 U.S.C. 9701,

29 U.S.C. 9a, 5 U.S.C. 553; Public Law 106–

113 (113 Stat. 1501A–222); Pub. L. 11–8 and

111–317; and OMB Circular A–25 (dated July

8, 1993) (58 FR 38142, July 15, 1993).

■ 2. In § 1910.1000, in Table Z–3, revise

the entries for ‘‘Silica: Crystalline

Quartz (Respirable)’’, ‘‘Silica:

Crystalline Cristobalite’’, and ‘‘Silica:

Crystalline Tridymite’’ to read as

follows:

§ 1910.1000

Air contaminants.

TABLE Z–3—MINERAL DUSTS

mppcf a

Substance

Silica:

Crystalline

Quartz (Respirable) f .......................................................................................................................

mg/m 3

250b

10 mg/m3 e

% SiO2 + 5

% SiO2 + 2

Cristobalite: Use 1⁄2 the value calculated from the count or mass formulae for quartz.f

Tridymite: Use 1⁄2 the value calculated from the formulae for quartz.f

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a Millions of particles per cubic foot of

air, based on impinger samples counted

by light-field techniques.

b The percentage of crystalline silica

in the formula is the amount determined

from airborne samples, except in those

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instances in which other methods have

been shown to be applicable.

e Both concentration and percent

quartz for the application of this limit

are to be determined from the fraction

passing a size-selector with the

following characteristics:

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Aerodynamic diameter

(unit density sphere)

2 ......................................

2.5 ...................................

3.5 ...................................

5.0 ...................................

10 ....................................

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Percent

passing selector

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.