Drawbridge Operation Regulations; James River, VA, 54637-54638 [05-18481]
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Federal Register / Vol. 70, No. 179 / Friday, September 16, 2005 / Rules and Regulations
sign a binding contract pursuant to which T
will be merged with and into P on June 2 of
Year 1. At that time, A is T’s sole
shareholder. Pursuant to the contract, 60
percent of the T stock will be exchanged for
$80 of cash and 40 percent of the T stock will
be exchanged for 20 shares of P stock. As of
January 2, 20 shares of P stock have a value
of $20, representing only 20 percent of the
value of the total consideration to be received
by the T shareholders. Because the
percentage of proprietary interests in the
target corporation to be exchanged for stock
of the issuing corporation and the proprietary
interests in the target corporation to be
exchanged for money do not each represent
an economically reasonable exchange as of
the last business day before the first date
there is a binding contract to effect the
potential reorganization, under paragraph
(e)(2)(iii)(A)(3) of this section, the contract is
not treated as a binding contract that
provides for fixed consideration.
Example 8. Absence of anti-dilution
clause. On January 3 of Year 1, P and T sign
a binding contract pursuant to which T will
be merged with and into P on June 1 of Year
1. Pursuant to the contract, the T
shareholders will receive 40 P shares and $60
of cash in exchange for all of the outstanding
stock of T. The contract does not contain a
customary anti-dilution provision. The P
stock is listed on an established market. On
January 2 of Year 1, the value of the P stock
is $1 per share. On April 10 of Year 1, P
issues its stock to effect a stock split; each
shareholder of P receives an additional share
of P for each P share that it holds. On April
11 of Year 1, the value of the P stock is $.50
per share. Because P altered its capital
structure between January 3 and June 1 of
Year 1 in a manner that materially alters the
economic arrangement of the parties, under
paragraph (e)(2)(iii)(E) of this section, the
contract is not treated as a binding contract
that provides for fixed consideration.
Example 9. Shareholder election with a
proration mechanism. On January 3 of Year
1, P and T sign a binding contract pursuant
to which T will be merged with and into P
on June 1 of Year 1. Pursuant to the contract,
at the shareholders’ election, each share of T
will be exchanged for cash of $1 or,
alternatively, P stock that has a value of $1,
if the value of each share of P stock is at least
$.80 and no more than $1.20 on the effective
date of the potential reorganization; 1.25
shares of P stock, if the value of each share
of P stock is less than $.80 on the effective
date of the potential reorganization; or .83
shares of P stock, if the value of each share
of P stock is more than $1.20 on the effective
date of the potential reorganization. In
addition, the contract provides for a
proration mechanism to ensure that 50
percent of the T shares will be exchanged for
cash and 50 percent of the T shares will be
exchanged for P stock. On January 2 of Year
1, T has 100 shares outstanding. The P stock
is listed on an established market. On
January 2 of Year 1, the value of the P stock
is $1 per share. Because the contract provides
for the percentage of the number of shares of
each class of proprietary interests in T, and
the percentage (by value) of the proprietary
interests in T, to be exchanged for stock of
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15:20 Sep 15, 2005
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P and the other requirements of paragraph
(e)(2)(iii)(A)(3) of this section are satisfied,
there is a binding contract providing for fixed
consideration as of January 3 of Year 1.
Therefore, whether the transaction satisfies
the continuity of interest requirement is
determined by reference to the value of the
P stock on January 2 of Year 1. Because, for
continuity of interest purposes, the T stock
is exchanged for $50 of P stock and $50 of
cash, the transaction preserves a substantial
part of the value of the proprietary interest
in T. Therefore, the transaction satisfies the
continuity of interest requirement.
*
*
*
*
*
(8) Effective date. Paragraphs (e)(1)
and (e)(3) through (e)(7) of this section
apply to transactions occurring after
January 28, 1998, except that they do
not apply to any transaction occurring
pursuant to a written agreement which
is binding on January 28, 1998, and at
all times thereafter. Paragraph (e)(1)(ii)
of this section, however, applies to
transactions occurring after August 30,
2000, unless the transaction occurs
pursuant to a written agreement that is
(subject to customary conditions)
binding on that date and at all times
thereafter. Taxpayers who entered into a
binding agreement on or after January
28, 1998, and before August 30, 2000,
may request a private letter ruling
permitting them to apply the final
regulation to their transaction. A private
letter ruling will not be issued unless
the taxpayer establishes to the
satisfaction of the IRS that there is not
a significant risk of different parties to
the transaction taking inconsistent
positions, for Federal tax purposes, with
respect to the applicability of the final
regulations to the transaction. Paragraph
(e)(2) of this section applies to
transactions occurring pursuant to
binding contracts entered into after
September 16, 2005.
Mark E. Matthews,
Deputy Commissioner for Services and
Enforcement.
Approved: September 6, 2005.
Eric Solomon,
Acting Deputy Assistant Secretary of the
Treasury (Tax Policy).
[FR Doc. 05–18263 Filed 9–15–05; 8:45 am]
BILLING CODE 4830–01–P
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54637
DEPARTMENT OF HOMELAND
SECURITY
Coast Guard
33 CFR Part 117
[CGD05–05–112]
RIN 1625–AA–09
Drawbridge Operation Regulations;
James River, VA
Coast Guard, DHS.
Notice of temporary deviation
from regulations.
AGENCY:
ACTION:
SUMMARY: The Commander, Fifth Coast
Guard District, has approved a
temporary deviation from the
regulations governing the operation of
the James River Bridge, mile 5.0, across
the James River between Isle of Wight
and Newport News, Virginia. This
deviation allows the drawbridge to
remain closed-to-navigation on two 3day closure periods from 7 a.m. on
October 14 through 5 p.m. October 17,
2005, and from 7 a.m. on November 18
through 5 p.m. November 21, 2005, to
facilitate mechanical repairs.
DATES: This deviation is effective from
7 a.m. on October 14, 2005, until 5 p.m.
on November 21, 2005.
ADDRESSES: Materials referred to in this
document are available for inspection or
copying at Commander (obr), Fifth Coast
Guard District, Federal Building, 1st
Floor, 431 Crawford Street, Portsmouth,
VA 23704–5004 between 8 a.m. and 4
p.m., Monday through Friday, except
Federal holidays. The telephone number
is (757) 398–6222. Commander (obr),
Fifth Coast Guard District maintains the
public docket for this temporary
deviation.
FOR FURTHER INFORMATION CONTACT: Bill
H. Brazier, Bridge Management
Specialist, Fifth Coast Guard District, at
(757) 398–6422.
SUPPLEMENTARY INFORMATION: The James
River Bridge, a vertical-lift drawbridge,
has a vertical clearance in the closed
position to vessels of 60 feet and 145
feet in the full open position, at mean
high water.
Electrical Motor Services Industrial,
Inc. (EMS), is the contractor engaged to
perform these repairs for the Virginia
Department of Transportation (VDOT),
the bridge owner. EMS, on behalf of
VDOT, requested a temporary deviation
from the operating regulations for the
James River Bridge, set out in 33 CFR
117.5, that requires the bridge to open
promptly and fully for the passage of
vessels when a request to open is given.
EMS requested the temporary
deviation to close the James River
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54638
Federal Register / Vol. 70, No. 179 / Friday, September 16, 2005 / Rules and Regulations
Bridge to navigation to replace and
install the existing motor and coupling.
The vertical lift span will be locked in
the closed-to-navigation position for two
3-day closure periods: From 7 a.m. on
October 14, 2005, through 5 p.m. on
October 17, 2005, and from 7 a.m. on
November 18, 2005, through 5 p.m. on
November 21, 2005. During these
periods, the work requires completely
immobilizing the operation of the
vertical lift span in the closed-tonavigation position.
The Coast Guard has informed the
known users of the waterway of the
closure periods for the bridge so that
these vessels can arrange their transits
to minimize any impact caused by the
temporary deviation.
The District Commander has granted
temporary deviation from the operating
requirements listed in 33 CFR 117.35 for
the purpose of repairing the drawbridge.
The temporary deviation allows the
James River Bridge, at mile 5.0, between
Isle of Wight and Newport News,
Virginia, to remain closed to navigation
on two 3-day closure periods: From 7
a.m. on October 14, 2005, through 5
p.m. on October 17, 2005, and from 7
a.m. on November 18, 2005, through 5
p.m. on November 21, 2005.
In accordance with 33 CFR 117.35(c),
this work will be performed with all due
speed in order to return the bridge to
normal operations as soon as possible.
This deviation from the operating
regulations is authorized under 33 CFR
117.35.
Dated: September 9, 2005.
Waverly W. Gregory, Jr.,
Chief, Bridge Administration Branch, Fifth
Coast Guard District.
[FR Doc. 05–18481 Filed 9–15–05; 8:45 am]
BILLING CODE 4910–15–P
ENVIRONMENTAL PROTECTION
AGENCY
40 CFR Part 49
[R10–OAR–2005–TR–0001; FRL–7970–2]
Announcement of the Delegation of
Partial Administrative Authority for
Implementation of Federal
Implementation Plan for the Nez Perce
Reservation to the Nez Perce Tribe
Environmental Protection
Agency (EPA).
ACTION: Delegation of authority;
technical amendment.
AGENCY:
SUMMARY: This action announces that on
June 27, 2005, EPA Region 10 and the
Nez Perce Tribe entered into a Partial
Delegation of Administrative Authority
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15:20 Sep 15, 2005
Jkt 205001
to carry out certain day-to-day activities
associated with administration of the
Federal Implementation Plan for the
Nez Perce Reservation (Nez Perce FIP).
A note of this partial delegation is being
added to the Nez Perce FIP.
DATES: This action is effective
September 16, 2005. The date of
delegation can be found in the
SUPPLEMENTARY INFORMATION section of
this document.
ADDRESSES: EPA has established a
docket for this action under Docket ID
No. R10–OAR–2005–TR–0001. The
delegation agreement and other docket
materials are available electronically in
EDOCKET, EPA’s electronic public
docket and comment system, found at
https://www.epa.gov/edocket, or in hard
copy from Steve Body at EPA Region 10,
Office of Air, Waste and Toxics (AWT–
107), 1200 Sixth Avenue, Seattle,
Washington 98101, or via e-mail at
body.steve@epa.gov. Additional
information may also be obtained from
the Nez Perce Tribe by contacting Julie
Simpson, Air Quality Project
Coordinator, Environmental Restoration
and Waste Management (ERWM), Nez
Perce Tribe, P.O. Box 365, Lapwai,
Idaho 82540.
FOR FURTHER INFORMATION CONTACT:
Steve Body at telephone number: (206)
553–0782, e-mail address:
body.steve@epa.gov, or the above EPA,
Region 10 address.
SUPPLEMENTARY INFORMATION: The
purpose of this action is to announce
that on June 27, 2005, EPA Region 10,
delegated partial administrative
authority for implementation of certain
provisions of the Nez Perce FIP to the
Nez Perce Tribe. See 40 CFR part 49,
subpart M, section 10401 through
10430, as authorized by 40 CFR 49.122
of the Federal Air Rules for
Reservations, (FARR), 40 CFR part 49,
subpart C.
I. Authority To Delegate
Federal regulation 40 CFR 49.122
provides EPA authority to delegate to
Indian tribes partial administrative
authority to administer provisions of the
Federal Air Rules for Reservations
(FARR), 40 CFR part 49, subpart C.
Tribes must submit a request to the
Regional Administrator that meets the
requirements of 40 CFR 49.122.
II. Partial Delegation of Administrative
Authority
On June 27, 2005, EPA entered into an
‘‘Agreement for Partial Delegation of the
Federal Implementation Plan for the
Nez Perce Reservation by the United
States Environmental Protection
Agency, Region 10, to the Nez Perce
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Tribe.’’ The Delegation Agreement
provides authority for the Nez Perce
Tribe to administer the following rules
that are part of the Federal
Implementation Plan for the Nez Perce
Tribe of Idaho, 40 CFR 49.10401
through 49.10430: 49.10410(b) Section
49.124 Rule for limiting visible
emissions; 49.10410(i) Section 49.131
General rule for open burning;
49.10410(j) Section 49.132 Rule for
general open burning permits;
49.10410(k) Section 49.133 Rule for
agricultural burning permits;
49.10410(l) Section 49.134 Rule for
forestry and silvicultural burning
permits; and 49.10410(n) Section 49.137
Rule for air pollution episodes.
Section 553 of the Administrative
Procedure Act, 5 U.S.C. 553 (b)(B),
provides that, when an agency for good
cause finds that notice and public
procedure are impracticable,
unnecessary or contrary to the public
interest, the agency may issue a rule
without providing notice and an
opportunity for public comment. EPA
has determined that there is good cause
for making today’s rule final without
prior proposal and opportunity for
comment because EPA is merely
informing the public of partial
delegation of administrative authority to
the Nez Perce Tribe and making a
technical amendment to the Code of
Federal Regulations (CFR) by adding a
note announcing the partial delegation.
Thus, notice and public procedure are
unnecessary. EPA finds that this
constitutes good cause under 5 U.S.C.
553(b)(B).
Moreover, since today’s action does
not create any new regulatory
requirements, EPA finds that good cause
exists to provide for an immediate
effective date pursuant to 5 U.S.C.
553(d)(3).
III. Statutory and Executive Order
Reviews
Under Executive Order 12866 (58 FR
51735, October 4, 1993), this action is
not a ‘‘significant regulatory action’’ and
therefore is not subject to review by the
Office of Management and Budget. For
this reason, this action is also not
subject to Executive Order 13211,
‘‘Actions Concerning Regulations That
Significantly Affect Energy Supply,
Distribution, or Use’’ (66 FR 28355, May
22, 2001). This action merely makes a
technical amendment and gives notice
of a partial delegation of administrative
authority. Accordingly, the
Administrator certifies that this rule
will not have a significant economic
impact on a substantial number of small
entities under the Regulatory Flexibility
Act (5 U.S.C. 601 et seq.). This rule does
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[Federal Register Volume 70, Number 179 (Friday, September 16, 2005)]
[Rules and Regulations]
[Pages 54637-54638]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-18481]
=======================================================================
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DEPARTMENT OF HOMELAND SECURITY
Coast Guard
33 CFR Part 117
[CGD05-05-112]
RIN 1625-AA-09
Drawbridge Operation Regulations; James River, VA
AGENCY: Coast Guard, DHS.
ACTION: Notice of temporary deviation from regulations.
-----------------------------------------------------------------------
SUMMARY: The Commander, Fifth Coast Guard District, has approved a
temporary deviation from the regulations governing the operation of the
James River Bridge, mile 5.0, across the James River between Isle of
Wight and Newport News, Virginia. This deviation allows the drawbridge
to remain closed-to-navigation on two 3-day closure periods from 7 a.m.
on October 14 through 5 p.m. October 17, 2005, and from 7 a.m. on
November 18 through 5 p.m. November 21, 2005, to facilitate mechanical
repairs.
DATES: This deviation is effective from 7 a.m. on October 14, 2005,
until 5 p.m. on November 21, 2005.
ADDRESSES: Materials referred to in this document are available for
inspection or copying at Commander (obr), Fifth Coast Guard District,
Federal Building, 1st Floor, 431 Crawford Street, Portsmouth, VA 23704-
5004 between 8 a.m. and 4 p.m., Monday through Friday, except Federal
holidays. The telephone number is (757) 398-6222. Commander (obr),
Fifth Coast Guard District maintains the public docket for this
temporary deviation.
FOR FURTHER INFORMATION CONTACT: Bill H. Brazier, Bridge Management
Specialist, Fifth Coast Guard District, at (757) 398-6422.
SUPPLEMENTARY INFORMATION: The James River Bridge, a vertical-lift
drawbridge, has a vertical clearance in the closed position to vessels
of 60 feet and 145 feet in the full open position, at mean high water.
Electrical Motor Services Industrial, Inc. (EMS), is the contractor
engaged to perform these repairs for the Virginia Department of
Transportation (VDOT), the bridge owner. EMS, on behalf of VDOT,
requested a temporary deviation from the operating regulations for the
James River Bridge, set out in 33 CFR 117.5, that requires the bridge
to open promptly and fully for the passage of vessels when a request to
open is given.
EMS requested the temporary deviation to close the James River
[[Page 54638]]
Bridge to navigation to replace and install the existing motor and
coupling. The vertical lift span will be locked in the closed-to-
navigation position for two 3-day closure periods: From 7 a.m. on
October 14, 2005, through 5 p.m. on October 17, 2005, and from 7 a.m.
on November 18, 2005, through 5 p.m. on November 21, 2005. During these
periods, the work requires completely immobilizing the operation of the
vertical lift span in the closed-to-navigation position.
The Coast Guard has informed the known users of the waterway of the
closure periods for the bridge so that these vessels can arrange their
transits to minimize any impact caused by the temporary deviation.
The District Commander has granted temporary deviation from the
operating requirements listed in 33 CFR 117.35 for the purpose of
repairing the drawbridge. The temporary deviation allows the James
River Bridge, at mile 5.0, between Isle of Wight and Newport News,
Virginia, to remain closed to navigation on two 3-day closure periods:
From 7 a.m. on October 14, 2005, through 5 p.m. on October 17, 2005,
and from 7 a.m. on November 18, 2005, through 5 p.m. on November 21,
2005.
In accordance with 33 CFR 117.35(c), this work will be performed
with all due speed in order to return the bridge to normal operations
as soon as possible. This deviation from the operating regulations is
authorized under 33 CFR 117.35.
Dated: September 9, 2005.
Waverly W. Gregory, Jr.,
Chief, Bridge Administration Branch, Fifth Coast Guard District.
[FR Doc. 05-18481 Filed 9-15-05; 8:45 am]
BILLING CODE 4910-15-P
