Premerger Notification; Reporting and Waiting Period Requirements, 35995-36007 [06-5638]

Download as PDF 35995 Rules and Regulations Federal Register Vol. 71, No. 121 Friday, June 23, 2006 This section of the FEDERAL REGISTER contains regulatory documents having general applicability and legal effect, most of which are keyed to and codified in the Code of Federal Regulations, which is published under 50 titles pursuant to 44 U.S.C. 1510. The Code of Federal Regulations is sold by the Superintendent of Documents. Prices of new books are listed in the first FEDERAL REGISTER issue of each week. NUCLEAR REGULATORY COMMISSION 10 CFR Part 110 The effective date of June 27, 2006, is confirmed by this direct final rule. DATES: Documents related to this rulemaking may be examined at the NRC Public Document Room, 11555 Rockville Pike, Rockville, MD. These same documents may also be viewed and downloaded electronically via the rulemaking Web site (https:// ruleforum.llnl.gov). For information about the interactive rulemaking Web site, contact Ms. Carol Gallagher (301) 415–5905; e-mail CAG@nrc.gov. ADDRESSES: For the Nuclear Regulatory Commission. Michael T. Lesar, Chief, Rules and Directives Branch, Division of Administrative Services, Office of Administration. [FR Doc. E6–9922 Filed 6–22–06; 8:45 am] BILLING CODE 7590–01–P FEDERAL TRADE COMMISSION 16 CFR Part 803 Premerger Notification; Reporting and Waiting Period Requirements Federal Trade Commission. Final rule amendments. FOR FURTHER INFORMATION CONTACT: RIN 3150–AH89 Revision of NRC Form 7, Application for NRC Export/Import License, Amendment, or Renewal Nuclear Regulatory Commission. ACTION: Direct final rule: Confirmation of effective date. rmajette on PROD1PC67 with RULES AGENCY: SUMMARY: The Nuclear Regulatory Commission (NRC) is confirming the effective date of June 27, 2006, for the direct final rule that appeared in the Federal Register of April 13, 2006 (71 FR 19102). This direct final rule amended the NRC’s regulations that govern the export and import of nuclear material and equipment concerning the use of NRC Form 7, ‘‘Application for NRC Export/Import License, Amendment, or Renewal.’’ Recently, the Commission revised NRC Form 7 to consolidate all license requests (i.e., applications for export, import, combined export/import, amendments and renewals) in one application form. Previously, NRC Form 7 was used only for applications for export of nuclear material and equipment. Import license applications, and production or utilization facility export applications, and license amendment and renewal applications were filed by letter. As a result of the revision, these requests, previously made by letter, now will be made using NRC Form 7. The purpose of this rule change is to amend the regulations that govern export and import of nuclear material and equipment to reflect the consolidation of all license requests in one application, NRC Form 7, as revised. This document confirms the effective date. VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 AGENCY: Brooke G. Smith, International Policy Analyst, Office of International Programs, U.S. Nuclear Regulatory Commission, Washington, DC 20555– 0001, telephone (301) 415–2490, e-mail bgs@nrc.gov. ACTION: On April 13, 2006 (71 FR 19102), the NRC published in the Federal Register a direct final rule amending its regulations in 10 CFR part 110 concerning the use of NRC Form 7, ‘‘Application for NRC Export/Import License, Amendment, or Renewal.’’ Recently, the Commission revised NRC Form 7 to consolidate all license requests (i.e., applications for export, import, combined export/import, amendments and renewals) in one application form. Previously, NRC Form 7 was used only for applications for export of nuclear material and equipment. Import license applications, and production or utilization facility export applications, and license amendment and renewal applications were filed by letter. As a result of the revision, these requests, previously made by letter, now will be made using NRC Form 7. The purpose of this rule change is to amend the regulations that govern export and import of nuclear material and equipment to reflect the consolidation of all license requests in one application, NRC Form 7, as revised. In the direct final rule, the NRC stated that if no significant adverse comments were received, the direct final rule would become final on the date noted above. The NRC did not receive any comments. Therefore, this rule is effective as scheduled. SUPPLEMENTARY INFORMATION: Dated at Rockville, Maryland, this 19th day of June, 2006. PO 00000 Frm 00001 Fmt 4700 Sfmt 4700 SUMMARY: The Commission is amending the 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’’) and to wait a specified period of time before consummating such transactions. The reporting and waiting period requirements are intended to enable these enforcement 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. These amendments will update and improve the effectiveness of the rules by allowing submission of notification and report forms electronically via the Internet. DATES: These final rules are effective on June 23, 2006. FOR FURTHER INFORMATION CONTACT: Comments or questions may be directed to Robert L. Jones, Deputy Assistant Director, Premerger Notification Office, Bureau of Competition, Room 302, Federal Trade Commission, Washington, DC 20580. Telephone: (202) 326–2740. E-mail: HSRHelp@hsr.gov. SUPPLEMENTARY INFORMATION: Background Section 7A of the Clayton Act (‘‘the act’’), 15 U.S.C. 18a, as added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. 94– E:\FR\FM\23JNR1.SGM 23JNR1 35996 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations rmajette on PROD1PC67 with RULES 435, 90 Stat. 1390, requires all persons contemplating certain mergers or acquisitions to file notification with the Commission and the Assistant Attorney General and to wait a designated period of time before consummating such transactions. Congress empowered the Commission, with the concurrence of the Assistant Attorney General, to require ‘‘that the notification * * * be in such form and contain such documentary material and information * * * as is necessary and appropriate’’ to enable the agencies ‘‘to determine whether such acquisitions may, if consummated, violate the antitrust laws.’’ Congress similarly granted rulemaking authority to, inter alia, ‘‘prescribe such other rules as may be necessary and appropriate to carry out the purposes of this section.’’ 15 U.S.C. 18a(d). Pursuant to that section, the Commission, with the concurrence of the Assistant Attorney General, developed the Antitrust Improvements Act Rules (‘‘the rules’’) and the Notification and Report Form for Certain Mergers and Acquisitions (‘‘the Form’’). The rules and Form have been amended or revised on numerous occasions. These rule changes amend Section 803 and the Instructions to the Form to provide the option of filing the Form electronically. Statement of Basis and Purpose for the Commission’s Revision of Its Premerger Notification Rules The Commission, with the concurrence of the Assistant Attorney General, is adopting and implementing these rule changes to allow the submission of HSR filings electronically via the Internet. Computer technology has reached the level of sophistication necessary, through the growth of the Internet, near universal access to the Internet, and increased speed and sophistication of both computer hardware and software, to allow electronic submission of the Form. Electronic filing will provide several benefits to the companies filing the Form as well as to the reviewing agencies: —Filing the Form electronically will eliminate expensive and timeconsuming duplication of submitted documents. Currently, companies filing HSR notification must submit five paper copies of their filing, consisting of one original and one copy to the FTC, and three copies to DOJ. —Electronic filing will ease the delivery of completed filings to the agencies and will facilitate circulation of filings within the agencies, reducing VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 the cost and delay associated with traditional delivery methods. Electronic filings may be submitted quickly and easily at any time. —Electronic filing will enhance the data entry of filing information into the information systems of the agencies. Some filing data will be electronically entered directly into the agency databases rather than by the more time-consuming method of hand data entry by agency staff. Direct data entry will be less prone to data entry error and potentially more accurate. In addition to the above benefits, electronic filing complies with the mandate of the Government Paperwork Elimination Act, Pub. L. 105–277, title XVII (Oct. 21, 1998), which requires that agencies, to the extent practicable, provide electronic filing and signature options. HSR filings are highly confidential. Every step of the electronic filing process has been designed to ensure the confidentiality and security of submitted information—from requiring a valid electronic signature before submission of the package and encrypting the signed package, to securely transmitting the package over the Internet to a secure FTC server and providing a return e-mail that the Form has been received. Once an electronic Form is received, multiple security measures such as authentication via digital certificates, unique permanent ID tags, and secure storage, will maintain a high level of security. In order to provide maximum flexibility, filers will now have three options for filing: (1) Complete the Form and all attachments in hard copy and deliver them to the designated delivery sites; (2) complete the electronic version of the Form and submit the Form and all attachments electronically; or (3) complete the electronic version of the Form and submit it electronically while providing all documentary attachments in paper copy to the FTC and DOJ as in Option 1 above. The individual rule modifications necessary to implement electronic filing are described more fully below. Section 803.1 Form Notification and Report Paragraph (a) will be amended to eliminate the outdated reference to photostatic or equivalent reproduction in order to apply more broadly, thus including the electronic filing option. The current version of the Form can be obtained on the Commission’s Web site, https://www.ftc.gov, or https:// www.hsr.gov. PO 00000 Frm 00002 Fmt 4700 Sfmt 4700 Section 803.2 Instructions Applicable To Notification and Report Form In response to Items 4(a) and (b) of the Form, filing persons currently must provide copies of, or direct links to, annual reports, annual audit reports and regularly prepared balance sheets and certain documents, such as 10K’s, filed with the Securities and Exchange Commission (‘‘SEC’’). These documents may be attached directly to the electronic Form. Certain formats of electronic files cannot be viewed by the e-filing system. To ensure the submission of compatible files and to avoid problems and delay in processing, a new paragraph, § 803.2(f), has been added, requiring the use of specific file formats when submitting documents or attachments as part of the electronic Form. The filing person is responsible for ensuring that all attachments are of an appropriate file format and is subject to a notice of a deficient filing if an unacceptable format is submitted. See https:// www.hsr.gov for a current list of acceptable file formats. Due to technological constraints, the e-filing system has a restriction on the size of file that can be submitted electronically. While this limitation is high enough to make it unlikely to be problematic for most filers, filers should be aware that such a limit exists. See https://www.hsr.gov for the current maximum submission size. As technology improves, the maximum submission size will increase and become less and less problematic. New paragraph, § 803.2(f), requires that all submissions fall under the size limitation as specified at https:// www.hsr.gov. Section 803.5 Affidavits Required Section 803.5 requires an affidavit from the filing person attesting to certain facts about the proposed acquisition. The affidavit is required to be attached to the Form at the time of filing. Paragraphs 803.5(a)(1), (a)(3) and (b) and the Instructions are amended to address attachment of the affidavit when using the electronic filing option. When filing electronically, the electronic affidavit form must be used and submitted along with the filing. The electronic affidavit form does not specify the wording to be used, but has a blank field for the filer to insert the appropriate language. Thus, as with paper filings, persons filling out the electronic Form are free to produce affidavits specific to the transaction. Section 803.10 Running of Time Persons required by the act to file notification must wait 30 days (or 15 E:\FR\FM\23JNR1.SGM 23JNR1 rmajette on PROD1PC67 with RULES Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations days in the case of a cash tender offer or bankruptcy) before consummating the transaction. This rule provides the procedures for determining when this waiting period begins and ends. See § 803.10(a) and (b). Paragraph (c)(1) defines the ‘‘date of receipt and means of delivery’’ concepts used in determining when the waiting period begins. Paragraph (c)(1) has been amended to provide the date of receipt for electronic filings as the date when delivery of the electronic filing is effected to the Federal Trade Commission server. Paragraph (c)(1)(i) has been updated to the current address of the designated delivery site of the DOJ. A matter is ‘‘effected’’ to the server when a complete electronic Form has been received by the server maintained by the FTC for the purpose of receiving electronic filings. When receipt of a Form is verified, the system will send an autoreply e-mail to the filing person to notify the person that service has been effected. If a filing is submitted but no autoreply e-mail is received within 24 hours, the filing person should confirm receipt with the FTC by e-mail at ‘‘HSRHelp@hsr.gov’’ or phone at (202) 326–3100. Electronic delivery effected after 5 p.m. eastern time on a business day, or at any time on any day other than a business day, shall be deemed effected on the next business day. If the FTC server is unavailable, it will not be possible to submit a notification electronically until the server is available. A filing person assumes the risk of the server being unavailable. It is important to note that confirmation of the date and time of effected service is not notice of the start of the HSR Waiting Period, but analogous to getting a copy of the filing date-stamped on a transmittal letter for a paper filing. Separate notice will be sent subsequently to the parties to a transaction informing them when the waiting period has begun. As with paper filings, if an electronic notification is deemed deficient, the date of receipt shall be the date on which a filing that complies with the rules is received. See § 803.10(c)(2). If a filing person is submitting the Form electronically but producing hard copies of attachments to the reviewing agencies, delivery is not effected until the Form is received by the FTC server and all hard copy attachments have been received by both agencies as provided in § 803.10(c)(1). In order to facilitate the disaster preparedness of the agencies (and not specific to electronic filing), part of Paragraph (c)(1) has been modified to allow for the designation of alternate VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 sites for physical delivery of the Form in the event one or both of the FTC and DOJ offices are unexpectedly closed. Notification of the alternate delivery sites will be made through a press release and, if possible, on the https:// www.ftc.gov and https://www.hsr.gov Web sites. The Instructions have been amended to note this. Appendix to Part 803—Notification and Report Form and Instructions A number of changes have been made to the Form and Instructions. These changes are discussed below. Previous Instructions for the Notification and Report Form required that all dollar amounts be rounded to the nearest thousand dollars. When entering the dollar amounts into the Premerger tracking system, the FTC staff rounds these numbers to one-tenth of a million. To allow direct data entry of electronic Form information and to eliminate the need for rounding when data is entered by hand into the Premerger tracking system, the Instructions have been amended to require that all dollar amounts be expressed in millions of dollars to the nearest one-tenth of a million. For example, the value of an acquisition which is $76,340,870 would be expressed as $76.3 on the Form. The Instructions to the Form are amended to reflect this change. A correction to the instructions, unrelated to the introduction of e-filing, relates to Item 7 of the Form, which requires dollar revenue information to be provided. In the 2005 rulemaking that implemented the use of 2002 NAICS codes, two NAICS subsectors were inadvertently shifted between subsections of Item 7(c) which requires certain geographic information for overlapping NAICS codes. The earlier 1997 NAICS subsectors 513 (broadcasting) and 517 (telecommunications) were referenced in subsection 7(c)(ii), which requires a list of states in which the person filing notification conducts operations. The 2002 NAICS codes renumbered subsector 513 as 515 (broadcasting) and a drafting oversight moved it and subsector 517 (telecommunications) to subsection 7(c)(iv), which requires the additional information of address, city, county and state of each establishment from which revenues were derived by the person filing notification. This correction now properly references subsectors 515 and 517 in subsection 7(c)(ii). The section of the Instructions relating to the affidavit has been amended to include the required elements specified in § 803.5. The PO 00000 Frm 00003 Fmt 4700 Sfmt 4700 35997 Commission has often received deficient affidavits. Including this information in the Instructions should assist filers in properly preparing the affidavit. Administrative Procedure Act These amendments to the HSR rules and Form fall within the category of rules covering agency procedure and practice that are exempt from the noticeand-comment requirements of the Administrative Procedure Act (‘‘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). Accordingly, the Commission has determined to make these amendments effective on June 23, 2006. Regulatory Flexibility Act The Regulatory Flexibility Act, 5 U.S.C. 601–612, requires that the agency conduct an initial and final regulatory analysis of the anticipated economic impact of the proposed amendments on small businesses, except where the agency head certifies that the regulatory action will not have a significant economic impact on a substantial number of small entities. 5 U.S.C. 605. 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 a HartScott-Rodino 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. 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 The rules and the Form contain information collection requirements, as E:\FR\FM\23JNR1.SGM 23JNR1 35998 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations defined by the Paperwork Reduction Act, 44 U.S.C. 3501–3518, that have been reviewed and approved by OMB under OMB Control No. 3084–0005. Providing an electronic filing option was contemplated by the FTC’s Supporting Statement and OMB’s May 13, 2004 approval of the extension of the clearance for the rules and the Form. render the entire filing deficient within the meaning of § 803.10(c)(2). I 4. Amend § 803.5 by revising the text of paragraph (a)(1) introductory text, paragraph (a)(3), and paragraph (b) to read as follows: § 803.5 Affidavits required. § 803.2 Instructions applicable to Notification and Report Form. (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 attached as part of the electronic 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 electronic filing, an electronic copy of the written notice must be attached as part of the electronic submission. (b) Non-section 801.30 acquisitions. For acquisitions to which § 801.30 does not apply, the notification required by the act shall contain an affidavit, attached to the front of the notification, or attached as part of the electronic 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. * * * * * I 5. Amend § 803.10 by revising paragraph (c)(1) to read as follows: * § 803.10 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: I PART 803—TRANSMITTAL RULES 1. The authority citation for part 803 continues to read as follows: I Authority: 15 U.S.C. 18a(d). 2. Amend § 803.1 by revising paragraph (a) to read as follows: I § 803.1 Notification and Report Form. (a) The notification required by the act shall be the Notification and Report Form set forth in the appendix to this part (803), 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, in accordance with the instructions thereon and these rules. The current version of the Form can be obtained at https://www.ftc.gov or https://www.hsr.gov. * * * * * I 3. Amend § 803.2 by adding paragraph (f) to read as follows: rmajette on PROD1PC67 with RULES * * * * (f) Filings made electronically, including documents or other attachments submitted as part of such filings, must comply with all format and size requirements set forth at https:// www.hsr.gov. The use of any format or size not specified as acceptable, or any other failure to comply with the applicable format requirements, shall VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 Running of time. * * * * * (c)(1) Date of receipt and means of delivery. For purposes of this section, these procedures shall apply. (i) For paper copy filings, the date of receipt shall be the date on which delivery is effected to the designated offices (Premerger Notification Office, Room 303, Federal Trade Commission, PO 00000 Frm 00004 Fmt 4700 Sfmt 4700 600 Pennsylvania Avenue, NW., Washington, DC 20580, and Director of 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. 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 https://www.ftc.gov and https:// www.hsr.gov Web sites. (ii) For electronic filings, the date of receipt shall be the date on which delivery of the electronic filing package is effected to the server maintained by the FTC for the purpose of receiving electronic filings. (iii) For electronic filings with paper copy submission of all attachments, the date of receipt shall be either the date on which delivery of the electronic filing package is effected to the Federal Trade Commission’s server or the date on which delivery of the attachments is effected to the designated offices as provided in paragraph (c)(1)(i) of this section, whichever is later. (iv) Delivery effected after 5 p.m. eastern time on a business day, or at any time on any day other than a business day, shall be deemed effected on the next following business day. If delivery of all required filings to all offices required to receive such filings is not effected on the same date, the date of receipt shall be the latest of the dates on which delivery is effected. Example: * * * * * * * * I 6. Amend the Appendix to part 803 to revise the instructions applicable to the Notification and Report Form and page 1 of the Notification and Report Form to read as follows: Appendix to Part 803 BILLING CODE 6750–01–P E:\FR\FM\23JNR1.SGM 23JNR1 VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00005 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 35999 ER23JN06.000</GPH> rmajette on PROD1PC67 with RULES Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations VerDate Aug<31>2005 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00006 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 ER23JN06.001</GPH> rmajette on PROD1PC67 with RULES 36000 VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00007 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 36001 ER23JN06.002</GPH> rmajette on PROD1PC67 with RULES Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations VerDate Aug<31>2005 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00008 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 ER23JN06.003</GPH> rmajette on PROD1PC67 with RULES 36002 VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00009 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 36003 ER23JN06.004</GPH> rmajette on PROD1PC67 with RULES Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations VerDate Aug<31>2005 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00010 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 ER23JN06.005</GPH> rmajette on PROD1PC67 with RULES 36004 VerDate Aug<31>2005 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00011 Fmt 4700 Sfmt 4725 E:\FR\FM\23JNR1.SGM 23JNR1 36005 ER23JN06.006</GPH> rmajette on PROD1PC67 with RULES Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations VerDate Aug<31>2005 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations 15:41 Jun 22, 2006 Jkt 208001 PO 00000 Frm 00012 Fmt 4700 Sfmt 4700 E:\FR\FM\23JNR1.SGM 23JNR1 ER23JN06.007</GPH> rmajette on PROD1PC67 with RULES 36006 Federal Register / Vol. 71, No. 121 / Friday, June 23, 2006 / Rules and Regulations * * * * Details removed from the regulations will be addressed in our corresponding policy statement on the classification and review program. We do not, by this rule, intend to make any substantive changes to the current rules or to the classification and program review system. We merely intend to clarify and streamline the existing rules. * By direction of the Commission. Donald S. Clark, Secretary. [FR Doc. 06–5638 Filed 6–22–06; 8:45 am] BILLING CODE 6750–01–C DEPARTMENT OF JUSTICE Bureau of Prisons 28 CFR Part 524 [BOP–1131–F] RIN 1120–AB32 Classification and Program Review Bureau of Prisons, Justice. Final rule. AGENCY: rmajette on PROD1PC67 with RULES ACTION: SUMMARY: In this document, the Bureau of Prisons (Bureau) revises its regulations on classification and program review to remove unnecessary regulations and to ensure that classification and program review procedures adequately address inmate needs. DATES: This rule is effective July 24, 2006. FOR FURTHER INFORMATION CONTACT: Sarah Qureshi, Office of General Counsel, Bureau of Prisons, phone (202) 307–2105, e-mail boprules@bop.gov. SUPPLEMENTARY INFORMATION: In this document, we revise and streamline the regulations regarding inmate classification and program review, which currently describe procedure, practice, and general statements of policy, to remove an unnecessary level of operational details with regard to the classification and program review process. A proposed rule on this subject was published on November 3, 2005 (70 FR 66814). Because we received no comments on the proposed rule, we now publish the final rule without substantive change. For clarification, we make one minor change to § 524.11(d). Formerly, this paragraph stated that an inmate ‘‘may choose not to participate in an offered [work] program unless the program is a work assignment or required by Bureau policy, court order, or statute,’’ The repetition of similar terms, such as ‘‘work program’’ and ‘‘work assignment’’ may have been confusing. We therefore revise this paragraph to clarify that an inmate ‘‘must participate in this work assignment and any other program required by Bureau policy, court order, or statute,’’ but that an inmate ‘‘may choose not to participate in other voluntary programs.’’ VerDate Aug<31>2005 17:52 Jun 22, 2006 Jkt 208001 Executive Order 12866 This regulation has been drafted and reviewed in accordance with Executive Order 12866, ‘‘Regulatory Planning and Review’’, section 1(b), Principles of Regulation. The Director, Bureau of Prisons has determined that this rule is not a ‘‘significant regulatory action’’ under Executive Order 12866, section 3(f), and accordingly this rule has not been reviewed by the Office of Management and Budget. Executive Order 13132 This regulation will not have substantial direct effects on the States, on the relationship between the national government and the States, or on distribution of power and responsibilities among the various levels of government. Therefore, under Executive Order 13132, we determine that this rule does not have sufficient federalism implications to warrant the preparation of a Federalism Assessment. Regulatory Flexibility Act The Director of the Bureau of Prisons, under the Regulatory Flexibility Act (5 U.S.C. 605(b)), reviewed this regulation and by approving it certifies that it will not have a significant economic impact upon a substantial number of small entities for the following reasons: This rule pertains to the correctional management of offenders committed to the custody of the Attorney General or the Director of the Bureau of Prisons, and its economic impact is limited to the Bureau’s appropriated funds. Unfunded Mandates Reform Act of 1995 This rule will not result in the expenditure by State, local and tribal governments, in the aggregate, or by the private sector, of $100,000,000 or more in any one year, and it will not significantly or uniquely affect small governments. Therefore, no actions were deemed necessary under the provisions of the Unfunded Mandates Reform Act of 1995. Small Business Regulatory Enforcement Fairness Act of 1996 This rule is not a major rule as defined by § 804 of the Small Business Regulatory Enforcement Fairness Act of PO 00000 Frm 00013 Fmt 4700 Sfmt 4700 36007 1996. This rule will not result in an annual effect on the economy of $100,000,000 or more; a major increase in costs or prices; or significant adverse effects on competition, employment, investment, productivity, innovation, or on the ability of United States-based companies to compete with foreignbased companies in domestic and export markets. List of Subjects in 28 CFR Part 524 Prisoners. Harley G. Lappin, Director, Bureau of Prisons. Under rulemaking authority vested in the Attorney General in 5 U.S.C. 301; 28 U.S.C. 509, 510 and delegated to the Director, Bureau of Prisons in 28 CFR 0.96, we amend 28 CFR part 524 as set forth below. I Subchapter B—Inmate Admission, Classification, and Transfer PART 524—CLASSIFICATION OF INMATES 1. Revise the authority citation for 28 CFR part 524 to read as follows: I Authority: 5 U.S.C. 301; 18 U.S.C. 3521– 3528, 3621, 3622, 3624, 4001, 4042, 4046, 4081, 4082 (Repealed in part as to offenses committed on or after November 1, 1987), 5006–5024 (Repealed October 12, 1984 as to offenses committed after that date), 5039; 21 U.S.C. 848; 28 U.S.C. 509, 510. I 2. Revise subpart B to read as follows: Subpart B—Classification and Program Review of Inmates Sec. 524.10 Purpose. 524.11 Process for classification and program reviews. Subpart B—Classification and Program Review of Inmates § 524.10 Purpose. The purpose of this subpart is to explain the Bureau of Prisons (Bureau) process for classifying newly committed inmates and conducting program reviews for all inmates except: (a) Pretrial inmates, covered in 28 CFR part 551; and (b) Inmates committed for study and observation. § 524.11 Process for classification and program reviews. (a) When: (1) Newly committed inmates will be classified within 28 calendar days of arrival at the institution designated for service of sentence. (2) Inmates will receive a program review at least once every 180 calendar days. When an inmate is within twelve E:\FR\FM\23JNR1.SGM 23JNR1

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[Federal Register Volume 71, Number 121 (Friday, June 23, 2006)]
[Rules and Regulations]
[Pages 35995-36007]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 06-5638]


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FEDERAL TRADE COMMISSION

16 CFR Part 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule amendments.

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SUMMARY: The Commission is amending the 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'') and to wait a specified period of time 
before consummating such transactions. The reporting and waiting period 
requirements are intended to enable these enforcement 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. These 
amendments will update and improve the effectiveness of the rules by 
allowing submission of notification and report forms electronically via 
the Internet.

DATES: These final rules are effective on June 23, 2006.

FOR FURTHER INFORMATION CONTACT: Comments or questions may be directed 
to Robert L. Jones, Deputy Assistant Director, Premerger Notification 
Office, Bureau of Competition, Room 302, Federal Trade Commission, 
Washington, DC 20580. Telephone: (202) 326-2740. E-mail: 
HSRHelp@hsr.gov.

SUPPLEMENTARY INFORMATION:

Background

    Section 7A of the Clayton Act (``the act''), 15 U.S.C. 18a, as 
added by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. 
L. 94-

[[Page 35996]]

435, 90 Stat. 1390, requires all persons contemplating certain mergers 
or acquisitions to file notification with the Commission and the 
Assistant Attorney General and to wait a designated period of time 
before consummating such transactions. Congress empowered the 
Commission, with the concurrence of the Assistant Attorney General, to 
require ``that the notification * * * be in such form and contain such 
documentary material and information * * * as is necessary and 
appropriate'' to enable the agencies ``to determine whether such 
acquisitions may, if consummated, violate the antitrust laws.'' 
Congress similarly granted rulemaking authority to, inter alia, 
``prescribe such other rules as may be necessary and appropriate to 
carry out the purposes of this section.'' 15 U.S.C. 18a(d).
    Pursuant to that section, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Antitrust Improvements 
Act Rules (``the rules'') and the Notification and Report Form for 
Certain Mergers and Acquisitions (``the Form''). The rules and Form 
have been amended or revised on numerous occasions. These rule changes 
amend Section 803 and the Instructions to the Form to provide the 
option of filing the Form electronically.

Statement of Basis and Purpose for the Commission's Revision of Its 
Premerger Notification Rules

    The Commission, with the concurrence of the Assistant Attorney 
General, is adopting and implementing these rule changes to allow the 
submission of HSR filings electronically via the Internet. Computer 
technology has reached the level of sophistication necessary, through 
the growth of the Internet, near universal access to the Internet, and 
increased speed and sophistication of both computer hardware and 
software, to allow electronic submission of the Form. Electronic filing 
will provide several benefits to the companies filing the Form as well 
as to the reviewing agencies:

--Filing the Form electronically will eliminate expensive and time-
consuming duplication of submitted documents. Currently, companies 
filing HSR notification must submit five paper copies of their filing, 
consisting of one original and one copy to the FTC, and three copies to 
DOJ.
--Electronic filing will ease the delivery of completed filings to the 
agencies and will facilitate circulation of filings within the 
agencies, reducing the cost and delay associated with traditional 
delivery methods. Electronic filings may be submitted quickly and 
easily at any time.
--Electronic filing will enhance the data entry of filing information 
into the information systems of the agencies. Some filing data will be 
electronically entered directly into the agency databases rather than 
by the more time-consuming method of hand data entry by agency staff. 
Direct data entry will be less prone to data entry error and 
potentially more accurate.

    In addition to the above benefits, electronic filing complies with 
the mandate of the Government Paperwork Elimination Act, Pub. L. 105-
277, title XVII (Oct. 21, 1998), which requires that agencies, to the 
extent practicable, provide electronic filing and signature options.
    HSR filings are highly confidential. Every step of the electronic 
filing process has been designed to ensure the confidentiality and 
security of submitted information--from requiring a valid electronic 
signature before submission of the package and encrypting the signed 
package, to securely transmitting the package over the Internet to a 
secure FTC server and providing a return e-mail that the Form has been 
received. Once an electronic Form is received, multiple security 
measures such as authentication via digital certificates, unique 
permanent ID tags, and secure storage, will maintain a high level of 
security.
    In order to provide maximum flexibility, filers will now have three 
options for filing: (1) Complete the Form and all attachments in hard 
copy and deliver them to the designated delivery sites; (2) complete 
the electronic version of the Form and submit the Form and all 
attachments electronically; or (3) complete the electronic version of 
the Form and submit it electronically while providing all documentary 
attachments in paper copy to the FTC and DOJ as in Option 1 above.
    The individual rule modifications necessary to implement electronic 
filing are described more fully below.

Section 803.1 Notification and Report Form

    Paragraph (a) will be amended to eliminate the outdated reference 
to photostatic or equivalent reproduction in order to apply more 
broadly, thus including the electronic filing option. The current 
version of the Form can be obtained on the Commission's Web site, 
https://www.ftc.gov, or https://www.hsr.gov.

Section 803.2 Instructions Applicable To Notification and Report Form

    In response to Items 4(a) and (b) of the Form, filing persons 
currently must provide copies of, or direct links to, annual reports, 
annual audit reports and regularly prepared balance sheets and certain 
documents, such as 10K's, filed with the Securities and Exchange 
Commission (``SEC''). These documents may be attached directly to the 
electronic Form.
    Certain formats of electronic files cannot be viewed by the e-
filing system. To ensure the submission of compatible files and to 
avoid problems and delay in processing, a new paragraph, Sec.  
803.2(f), has been added, requiring the use of specific file formats 
when submitting documents or attachments as part of the electronic 
Form. The filing person is responsible for ensuring that all 
attachments are of an appropriate file format and is subject to a 
notice of a deficient filing if an unacceptable format is submitted. 
See https://www.hsr.gov for a current list of acceptable file formats.
    Due to technological constraints, the e-filing system has a 
restriction on the size of file that can be submitted electronically. 
While this limitation is high enough to make it unlikely to be 
problematic for most filers, filers should be aware that such a limit 
exists. See https://www.hsr.gov for the current maximum submission 
size. As technology improves, the maximum submission size will increase 
and become less and less problematic. New paragraph, Sec.  803.2(f), 
requires that all submissions fall under the size limitation as 
specified at https://www.hsr.gov.

Section 803.5 Affidavits Required

    Section 803.5 requires an affidavit from the filing person 
attesting to certain facts about the proposed acquisition. The 
affidavit is required to be attached to the Form at the time of filing. 
Paragraphs 803.5(a)(1), (a)(3) and (b) and the Instructions are amended 
to address attachment of the affidavit when using the electronic filing 
option.
    When filing electronically, the electronic affidavit form must be 
used and submitted along with the filing. The electronic affidavit form 
does not specify the wording to be used, but has a blank field for the 
filer to insert the appropriate language. Thus, as with paper filings, 
persons filling out the electronic Form are free to produce affidavits 
specific to the transaction.

Section 803.10 Running of Time

    Persons required by the act to file notification must wait 30 days 
(or 15

[[Page 35997]]

days in the case of a cash tender offer or bankruptcy) before 
consummating the transaction. This rule provides the procedures for 
determining when this waiting period begins and ends. See Sec.  
803.10(a) and (b). Paragraph (c)(1) defines the ``date of receipt and 
means of delivery'' concepts used in determining when the waiting 
period begins. Paragraph (c)(1) has been amended to provide the date of 
receipt for electronic filings as the date when delivery of the 
electronic filing is effected to the Federal Trade Commission server. 
Paragraph (c)(1)(i) has been updated to the current address of the 
designated delivery site of the DOJ.
    A matter is ``effected'' to the server when a complete electronic 
Form has been received by the server maintained by the FTC for the 
purpose of receiving electronic filings. When receipt of a Form is 
verified, the system will send an autoreply e-mail to the filing person 
to notify the person that service has been effected. If a filing is 
submitted but no autoreply e-mail is received within 24 hours, the 
filing person should confirm receipt with the FTC by e-mail at 
``HSRHelp@hsr.gov'' or phone at (202) 326-3100. Electronic delivery 
effected after 5 p.m. eastern time on a business day, or at any time on 
any day other than a business day, shall be deemed effected on the next 
business day.
    If the FTC server is unavailable, it will not be possible to submit 
a notification electronically until the server is available. A filing 
person assumes the risk of the server being unavailable. It is 
important to note that confirmation of the date and time of effected 
service is not notice of the start of the HSR Waiting Period, but 
analogous to getting a copy of the filing date-stamped on a transmittal 
letter for a paper filing. Separate notice will be sent subsequently to 
the parties to a transaction informing them when the waiting period has 
begun. As with paper filings, if an electronic notification is deemed 
deficient, the date of receipt shall be the date on which a filing that 
complies with the rules is received. See Sec.  803.10(c)(2).
    If a filing person is submitting the Form electronically but 
producing hard copies of attachments to the reviewing agencies, 
delivery is not effected until the Form is received by the FTC server 
and all hard copy attachments have been received by both agencies as 
provided in Sec.  803.10(c)(1).
    In order to facilitate the disaster preparedness of the agencies 
(and not specific to electronic filing), part of Paragraph (c)(1) has 
been modified to allow for the designation of alternate sites for 
physical delivery of the Form in the event one or both of the FTC and 
DOJ offices are unexpectedly closed. Notification of the alternate 
delivery sites will be made through a press release and, if possible, 
on the https://www.ftc.gov and https://www.hsr.gov Web sites. The 
Instructions have been amended to note this.

Appendix to Part 803--Notification and Report Form and Instructions

    A number of changes have been made to the Form and Instructions. 
These changes are discussed below.
    Previous Instructions for the Notification and Report Form required 
that all dollar amounts be rounded to the nearest thousand dollars. 
When entering the dollar amounts into the Premerger tracking system, 
the FTC staff rounds these numbers to one-tenth of a million. To allow 
direct data entry of electronic Form information and to eliminate the 
need for rounding when data is entered by hand into the Premerger 
tracking system, the Instructions have been amended to require that all 
dollar amounts be expressed in millions of dollars to the nearest one-
tenth of a million. For example, the value of an acquisition which is 
$76,340,870 would be expressed as $76.3 on the Form. The Instructions 
to the Form are amended to reflect this change.
    A correction to the instructions, unrelated to the introduction of 
e-filing, relates to Item 7 of the Form, which requires dollar revenue 
information to be provided. In the 2005 rulemaking that implemented the 
use of 2002 NAICS codes, two NAICS subsectors were inadvertently 
shifted between subsections of Item 7(c) which requires certain 
geographic information for overlapping NAICS codes. The earlier 1997 
NAICS subsectors 513 (broadcasting) and 517 (telecommunications) were 
referenced in subsection 7(c)(ii), which requires a list of states in 
which the person filing notification conducts operations. The 2002 
NAICS codes renumbered subsector 513 as 515 (broadcasting) and a 
drafting oversight moved it and subsector 517 (telecommunications) to 
subsection 7(c)(iv), which requires the additional information of 
address, city, county and state of each establishment from which 
revenues were derived by the person filing notification. This 
correction now properly references subsectors 515 and 517 in subsection 
7(c)(ii).
    The section of the Instructions relating to the affidavit has been 
amended to include the required elements specified in Sec.  803.5. The 
Commission has often received deficient affidavits. Including this 
information in the Instructions should assist filers in properly 
preparing the affidavit.

Administrative Procedure Act

    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 Administrative Procedure Act 
(``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). 
Accordingly, the Commission has determined to make these amendments 
effective on June 23, 2006.

Regulatory Flexibility Act

    The Regulatory Flexibility Act, 5 U.S.C. 601-612, requires that the 
agency conduct an initial and final regulatory analysis of the 
anticipated economic impact of the proposed amendments on small 
businesses, except where the agency head certifies that the regulatory 
action will not have a significant economic impact on a substantial 
number of small entities. 5 U.S.C. 605. 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 a Hart-Scott-Rodino 
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. 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

    The rules and the Form contain information collection requirements, 
as

[[Page 35998]]

defined by the Paperwork Reduction Act, 44 U.S.C. 3501-3518, that have 
been reviewed and approved by OMB under OMB Control No. 3084-0005. 
Providing an electronic filing option was contemplated by the FTC's 
Supporting Statement and OMB's May 13, 2004 approval of the extension 
of the clearance for the rules and the Form.

List of Subjects in 16 CFR Part 803

    Antitrust.


0
For the reasons stated in the preamble, the Federal Trade Commission 
amends 16 CFR part 803 as set forth below:

PART 803--TRANSMITTAL RULES

0
1. The authority citation for part 803 continues to read as follows:

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


0
2. Amend Sec.  803.1 by revising paragraph (a) to read as follows:


Sec.  803.1  Notification and Report Form.

    (a) The notification required by the act shall be the Notification 
and Report Form set forth in the appendix to this part (803), 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, in accordance 
with the instructions thereon and these rules. The current version of 
the Form can be obtained at https://www.ftc.gov or https://www.hsr.gov.
* * * * *

0
3. Amend Sec.  803.2 by adding paragraph (f) to read as follows:


Sec.  803.2  Instructions applicable to Notification and Report Form.

* * * * *
    (f) Filings made electronically, including documents or other 
attachments submitted as part of such filings, must comply with all 
format and size requirements set forth at https://www.hsr.gov. The use 
of any format or size 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 Sec.  803.10(c)(2).

0
4. Amend Sec.  803.5 by revising the text of paragraph (a)(1) 
introductory text, paragraph (a)(3), and paragraph (b) to read as 
follows:


Sec.  803.5  Affidavits required.

    (a)(1) Section 801.30 acquisitions. For acquisitions to which Sec.  
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 attached as part of the electronic 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 electronic filing, an 
electronic copy of the written notice must be attached as part of the 
electronic submission.
    (b) Non-section 801.30 acquisitions. For acquisitions to which 
Sec.  801.30 does not apply, the notification required by the act shall 
contain an affidavit, attached to the front of the notification, or 
attached as part of the electronic 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.
* * * * *

0
5. Amend Sec.  803.10 by revising paragraph (c)(1) to read as follows:


Sec.  803.10  Running of time.

* * * * *
    (c)(1) Date of receipt and means of delivery. For purposes of this 
section, these procedures shall apply.
    (i) For paper copy filings, the date of receipt shall be the date 
on which delivery is effected to the designated offices (Premerger 
Notification Office, Room 303, Federal Trade Commission, 600 
Pennsylvania Avenue, NW., Washington, DC 20580, and Director of 
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. 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 https://www.ftc.gov and 
https://www.hsr.gov Web sites.
    (ii) For electronic filings, the date of receipt shall be the date 
on which delivery of the electronic filing package is effected to the 
server maintained by the FTC for the purpose of receiving electronic 
filings.
    (iii) For electronic filings with paper copy submission of all 
attachments, the date of receipt shall be either the date on which 
delivery of the electronic filing package is effected to the Federal 
Trade Commission's server or the date on which delivery of the 
attachments is effected to the designated offices as provided in 
paragraph (c)(1)(i) of this section, whichever is later.
    (iv) Delivery effected after 5 p.m. eastern time on a business day, 
or at any time on any day other than a business day, shall be deemed 
effected on the next following business day. If delivery of all 
required filings to all offices required to receive such filings is not 
effected on the same date, the date of receipt shall be the latest of 
the dates on which delivery is effected.
    Example: * * *
* * * * *

0
6. Amend the Appendix to part 803 to revise the instructions applicable 
to the Notification and Report Form and page 1 of the Notification and 
Report Form to read as follows:

Appendix to Part 803

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* * * * *

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 06-5638 Filed 6-22-06; 8:45 am]
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