Premerger Notification; Reporting and Waiting Period Requirements, 25662-25667 [2014-09821]
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25662
Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Rules and Regulations
Act of 2014 amended the TASC statute
by striking ‘‘related barriers to trade’’
and inserting ‘‘technical barriers to
trade’’ in 7 U.S.C. 5680(b).
Notice and Comment
In general, the Administrative
Procedure Act (5 U.S.C. 551 et.al)
requires that a notice of proposed
rulemaking be published in the Federal
Register and interested persons be given
an opportunity to participate in the
rulemaking through submission of
written data, views, or arguments with
or without opportunity for oral
presentation, except when the rule
involves a matter relating to public
property, loans, grants, benefits, or
contracts. Because this rule involves
grants and is a minor administrative
change with no discretionary
interpretation of law possible, CCC is
publishing this rule without
opportunity for public comment. The
change will allow TASC funding of
projects that address technical barriers
to trade that are not related to any
sanitary or phytosanitary barrier. In the
past, the TASC program has been
undersubscribed, while significant, but
ineligible, trade barriers for specialty
crops were unable to be addressed
through the program. The specialty
crops industry will now be able to use
the program to fund a broader range of
projects that all have the same
underlying goal of increasing U.S.
specialty crop exports. This change will
increase the number of proposals that
qualify for the program.
List of Subjects in 7 CFR Part 1487
Agricultural commodities, Exports,
Specialty crops.
For the reasons set out in the
preamble, 7 CFR part 1487 is amended
as follows:
PART 1487—TECHNICAL
ASSISTANCE FOR SPECIALTY CROPS
1. The authority citation for part 1487
continues to read as follows:
■
Authority: Sec. 3205 of Pub. L. 107–171.
■
2. Revise § 1487.2 to read as follows:
emcdonald on DSK67QTVN1PROD with RULES
§ 1487.2
What is the TASC program?
Under the TASC program, CCC, an
agency and instrumentality of the
United States within the Department of
Agriculture, provides funds to eligible
organizations, on a grant basis, to
implement activities that are intended
to address a sanitary, phytosanitary, or
technical barrier that prohibits or
threatens the export of U.S. specialty
crops that are currently available on a
commercial basis. The TASC program is
intended to benefit the represented
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industry rather than a specific company
or brand. This program is administered
by FAS.
Signed at Washington, DC, on the 22nd of
April, 2014.
Bryce Quick,
Acting Administrator, Foreign Agricultural
Service, and Vice President, Commodity
Credit Corporation.
[FR Doc. 2014–10375 Filed 5–5–14; 8:45 am]
BILLING CODE 3410–10–P
FEDERAL TRADE COMMISSION
16 CFR Part 803
Premerger Notification; Reporting and
Waiting Period Requirements
Federal Trade Commission.
Final rule.
AGENCY:
ACTION:
The Commission is amending
the Hart-Scott-Rodino (‘‘HSR’’)
Premerger Notification Rules (the
‘‘Rules’’), and the Premerger
Notification and Report Form and
associated Instructions (‘‘Form and
Instructions’’) to reflect the new address
of the Commission’s Premerger
Notification Office (the ‘‘PNO’’).
DATES: Effective May 6, 2014.
FOR FURTHER INFORMATION CONTACT:
Robert L. Jones, Assistant Director,
Premerger Notification Office, Bureau of
Competition, Room 5301, Federal Trade
Commission, 400 7th Street SW.,
Washington, DC 20024. Telephone:
(202) 326–3100, Email: rjones@ftc.gov.
SUPPLEMENTARY INFORMATION:
SUMMARY:
Introduction
Section 7A of the Clayton Act (the
‘‘Act’’) requires the parties to certain
mergers or acquisitions to file with the
Federal Trade Commission (the
‘‘Commission’’ or ‘‘FTC’’) and the
Antitrust Division of the Department of
Justice (the ‘‘Assistant Attorney
General’’ or the ‘‘Antitrust Division’’)
(together the ‘‘Antitrust Agencies’’ or
‘‘Agencies’’) 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.
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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 § 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. The Form
is designed to provide the Commission
and the Assistant Attorney General with
the information and documentary
material necessary for an initial
evaluation of the potential
anticompetitive impact of significant
mergers, acquisitions and certain similar
transactions.
Changes to the Form, Instructions and
Rules
The Commission is amending Section
803.10 of the Rules, as well as the
accompanying Form and Instructions, to
incorporate the new address of the PNO.
Accordingly, the Commission is
updating the address of the PNO in the
General Instructions (Information and
Filing Sections), in the Disclosure
Notice section of the Form, and in
Section 803.10(c)(1)(i) of the
Commission’s Rules, to read as follows:
Premerger Notification Office, Federal
Trade Commission, Room 5301, 400 7th
Street SW., Washington, DC 20024.
Administrative Procedure Act
The Commission finds good cause to
adopt these changes without prior
public comment. Under the 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).
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Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Rules and Regulations
a substantial number of small entities.’’
5 U.S.C. 605(b). However, the RFA
applies only to rules for which an
agency publishes a general notice of
proposed rulemaking. 5 U.S.C. 603(a),
604(a). As discussed above, the
Commission has determined for good
cause that the APA does not require
notice and public comment on this rule.
Accordingly, the RFA does not apply to
this final rule.
Regulatory Flexibility Act
Under the Regulatory Flexibility Act
(‘‘RFA’’), 5 U.S.C. 601–612, an agency
must prepare a regulatory flexibility
analysis for all proposed and final rules
that describes the impact of the rule on
small entities, unless the head of the
agency certifies that the rule will not
have a ‘‘significant economic impact on
emcdonald on DSK67QTVN1PROD with RULES
The Commission is updating the
address for submission of premerger
notification forms in the Rule and the
Appendix to Part 803 to reflect the
PNO’s new address. It does not involve
any substantive changes in the Rule’s
requirements for entities subject to the
Rule. Accordingly, the Commission
finds that public comment is
unnecessary.
In addition, under the APA, a
substantive final rule is required to take
effect at least 30 days after publication
in the Federal Register unless an agency
finds good cause that the rule should
become effective sooner. 5 U.S.C.
553(d). However, this is purely a clerical
change and is not a substantive rule
change. Moreover, prompt adoption of
this amendment is necessary to alert the
public of the updated address for filing
of premerger notification forms.
Therefore, the Commission finds good
cause to dispense with a delayed
effective date.
For these reasons, the Commission
finds that there is good cause for
adopting this final rule as effective on
April 28, 2014, without prior public
comment.
PART 803—TRANSMITTAL RULES
VerDate Mar<15>2010
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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. 3501–3518.
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:
1. The authority citation for part 803
continues to read as follows:
■
Authority: 15 U.S.C. 18a(d).
2. Amend § 803.10 by revising
paragraphs (c)(1) introductory text and
(c)(1)(i) to read as follows:
■
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§ 803.10
25663
Running of time.
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(c)(1) Date of receipt and means of
delivery. For purposes of this section,
these procedures shall apply.
(i) 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
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.
*
*
*
*
*
■ 3. In the Appendix to part 803, revise
Page 10 of the Notification and Report
Form for Certain Mergers and
Acquisitions, and pages I and II of the
Instructions, to read as follows:
Appendix to Part 803—Notification and
Report Form for Certain Mergers and
Acquisitions
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BILLING CODE: 6750–01–P
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Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Rules and Regulations
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17:08 May 05, 2014
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Federal Register / Vol. 79, No. 87 / Tuesday, May 6, 2014 / Rules and Regulations
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By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2014–09821 Filed 5–5–14; 8:45 am]
BILLING CODE 6750–01–C
PENSION BENEFIT GUARANTY
CORPORATION
29 CFR Part 4022
RIN 1212–AB18
Benefits Payable in Terminated SingleEmployer Plans; Limitations on
Guaranteed Benefits; Shutdown and
Similar Benefits
Pension Benefit Guaranty
Corporation.
ACTION: Final rule.
AGENCY:
This final rule amends
PBGC’s regulation on Benefits Payable
in Terminated Single-Employer Plans,
which sets forth rules on PBGC’s
guarantee of pension plan benefits,
including rules on the phase-in of the
guarantee. The amendments implement
the Pension Protection Act of 2006
provision that the phase-in period for
the guarantee of benefits that are
contingent upon the occurrence of an
‘‘unpredictable contingent event,’’ such
as a plant shutdown, starts no earlier
than the date of the shutdown or other
unpredictable contingent event.
DATES: Effective June 5, 2014.
FOR FURTHER INFORMATION CONTACT:
Catherine B. Klion, Assistant General
Counsel for Regulatory Affairs, Office of
the General Counsel, Pension Benefit
Guaranty Corporation, 1200 K Street
NW., Washington, DC 20005, 202–326–
4224 or klion.catherine@pbgc.gov.
(TTY/TDD users may call the Federal
relay service toll-free at 1–800–877–
8339 and ask to be connected to 202–
326–4224.)
SUPPLEMENTARY INFORMATION:
emcdonald on DSK67QTVN1PROD with RULES
SUMMARY:
Executive Summary
This rule is needed to conform
PBGC’s benefit payment regulation to
Pension Protection Act of 2006 changes
to the phase-in of PBGC’s guarantee of
benefits that are contingent upon the
occurrence of an ‘‘unpredictable
contingent event,’’ such as a plant
shutdown.
PBGC’s legal authority for this action
comes from section 4002(b)(3) of the
Employee Retirement Income Security
Act of 1974 (ERISA), which authorizes
PBGC to issue regulations to carry out
the purposes of Title IV of ERISA, and
section 4022 of ERISA, which sets forth
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Jkt 232001
rules on PBGC’s guarantee of benefits in
terminated single-employer plans.
This final regulation codifies the
Pension Protection Act of 2006
provision that the phase-in period for
the guarantee of benefits that are
contingent upon the occurrence of an
‘‘unpredictable contingent event,’’ such
as a plant shutdown, starts no earlier
than the date of the shutdown or other
unpredictable contingent event. The
regulation incorporates the definition of
an unpredictable contingent event
benefit under Title II of ERISA and
Treasury regulations; provides that the
guarantee of an unpredictable
contingent event benefit is phased in
from the latest of the date the benefit
provision is adopted, the date the
benefit is effective, or the date the event
that makes the benefit payable occurs;
and includes eight examples that show
how the phase-in rules apply in various
situations.
PBGC received one public comment
on its 2011 proposed regulation. PBGC
has made a change to the final
regulation in response to the comment.
Background
The Pension Benefit Guaranty
Corporation (PBGC) administers the
single-employer pension plan
termination insurance program under
Title IV of the Employee Retirement
Income Security Act of 1974 (ERISA).
The program covers certain privatesector, single-employer defined benefit
plans, for which premiums are paid to
PBGC each year.
Covered plans that are underfunded
may terminate either in a distress
termination under section 4041(c) of
ERISA or in an involuntary termination
(one initiated by PBGC) under section
4042 of ERISA. When such a plan
terminates, PBGC typically is appointed
statutory trustee of the plan, and
becomes responsible for paying benefits
in accordance with the provisions of
Title IV.
Under sections 4022(b)(1) and
4022(b)(7) of ERISA and §§ 4022.24
through .26 of PBGC’s regulation on
Benefits Payable in Terminated SingleEmployer Plans, 29 CFR part 4022,
PBGC’s guarantee of new pension
benefits and benefit increases is
‘‘phased in’’ over a five-year period,
which begins on the date the new
benefit or benefit increase is adopted or
effective, whichever is later.
The Pension Protection Act of 2006,
Public Law 109–280 (PPA 2006),
amended section 4022 of ERISA by
adding a new section 4022(b)(8), which
changes the start of the phase-in period
for plant shutdown and other
‘‘unpredictable contingent event
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25667
benefits.’’ Under section 4022(b)(8), the
phase-in rules are applied as if a plan
amendment creating an unpredictable
contingent event benefit (UCEB) was
adopted on the date the unpredictable
contingent event (UCE) occurred rather
than as of the actual adoption date of
the amendment, which is almost always
earlier. As a result of the change, the
guarantee of benefits arising from plant
shutdowns and other UCEs that occur
within five years of plan termination (or
the date the plan sponsor entered
bankruptcy, if applicable under PPA
2006, as explained below) generally will
be lower than under prior law. This
provision, which does not otherwise
change the existing phase-in rules,
applies to benefits that become payable
as a result of a UCE that occurs after July
26, 2005.
Phase-In of PBGC Guarantee
Under section 4022(b)(7) of ERISA,
the guarantee of benefits under a new
plan or of a new benefit or benefit
increase under an amendment to an
existing plan (all of which are referred
to in PBGC’s regulations as ‘‘benefit
increases’’) is ‘‘phased in’’ based on the
number of full years the benefit increase
is in the plan. The time period that a
benefit increase has been provided
under a plan is measured from the later
of the adoption date of the provision
creating the benefit increase or the
effective date of the benefit increase.
Generally, 20 percent of a benefit
increase is guaranteed after one year, 40
percent after two years, etc., with full
phase-in of the guarantee after five
years. If the amount of the monthly
benefit increase is below $100, the
annual rate of phase-in is $20 rather
than 20 percent.
The phase-in limitation generally
serves to protect the insurance program
from losses caused by benefit increases
that are adopted or made effective
shortly before plan termination. This
protection is needed because benefit
increases can create large unfunded
liabilities. An example is a plan
amendment that significantly increases
credit under the plan benefit formula for
service performed prior to the
amendment. Such increases generally
are funded over time under the ERISA
minimum funding rules. Congress
determined that an immediate full
guarantee would result in an
inappropriate loss for PBGC if a plan
terminated before an employer
significantly funded a benefit increase.
Phase-in of the guarantee allows time
for some funding of new liabilities
before they are fully guaranteed.
Funding of liabilities created by a
benefit increase generally starts at the
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Agencies
[Federal Register Volume 79, Number 87 (Tuesday, May 6, 2014)]
[Rules and Regulations]
[Pages 25662-25667]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-09821]
=======================================================================
-----------------------------------------------------------------------
FEDERAL TRADE COMMISSION
16 CFR Part 803
Premerger Notification; Reporting and Waiting Period Requirements
AGENCY: Federal Trade Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Commission is amending the Hart-Scott-Rodino (``HSR'')
Premerger Notification Rules (the ``Rules''), and the Premerger
Notification and Report Form and associated Instructions (``Form and
Instructions'') to reflect the new address of the Commission's
Premerger Notification Office (the ``PNO'').
DATES: Effective May 6, 2014.
FOR FURTHER INFORMATION CONTACT: Robert L. Jones, Assistant Director,
Premerger Notification Office, Bureau of Competition, Room 5301,
Federal Trade Commission, 400 7th Street SW., Washington, DC 20024.
Telephone: (202) 326-3100, Email: rjones@ftc.gov.
SUPPLEMENTARY INFORMATION:
Introduction
Section 7A of the Clayton Act (the ``Act'') requires the parties to
certain mergers or acquisitions to file with the Federal Trade
Commission (the ``Commission'' or ``FTC'') and the Antitrust Division
of the Department of Justice (the ``Assistant Attorney General'' or the
``Antitrust Division'') (together the ``Antitrust Agencies'' or
``Agencies'') 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
Sec. 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. The Form is designed
to provide the Commission and the Assistant Attorney General with the
information and documentary material necessary for an initial
evaluation of the potential anticompetitive impact of significant
mergers, acquisitions and certain similar transactions.
Changes to the Form, Instructions and Rules
The Commission is amending Section 803.10 of the Rules, as well as
the accompanying Form and Instructions, to incorporate the new address
of the PNO. Accordingly, the Commission is updating the address of the
PNO in the General Instructions (Information and Filing Sections), in
the Disclosure Notice section of the Form, and in Section
803.10(c)(1)(i) of the Commission's Rules, to read as follows:
Premerger Notification Office, Federal Trade Commission, Room 5301, 400
7th Street SW., Washington, DC 20024.
Administrative Procedure Act
The Commission finds good cause to adopt these changes without
prior public comment. Under the 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).
[[Page 25663]]
The Commission is updating the address for submission of premerger
notification forms in the Rule and the Appendix to Part 803 to reflect
the PNO's new address. It does not involve any substantive changes in
the Rule's requirements for entities subject to the Rule. Accordingly,
the Commission finds that public comment is unnecessary.
In addition, under the APA, a substantive final rule is required to
take effect at least 30 days after publication in the Federal Register
unless an agency finds good cause that the rule should become effective
sooner. 5 U.S.C. 553(d). However, this is purely a clerical change and
is not a substantive rule change. Moreover, prompt adoption of this
amendment is necessary to alert the public of the updated address for
filing of premerger notification forms. Therefore, the Commission finds
good cause to dispense with a delayed effective date.
For these reasons, the Commission finds that there is good cause
for adopting this final rule as effective on April 28, 2014, without
prior public comment.
Regulatory Flexibility Act
Under the Regulatory Flexibility Act (``RFA''), 5 U.S.C. 601-612,
an agency must prepare a regulatory flexibility analysis for all
proposed and final rules that describes the impact of the rule on small
entities, unless the head of the agency certifies that the rule will
not have a ``significant economic impact on a substantial number of
small entities.'' 5 U.S.C. 605(b). However, the RFA applies only to
rules for which an agency publishes a general notice of proposed
rulemaking. 5 U.S.C. 603(a), 604(a). As discussed above, the Commission
has determined for good cause that the APA does not require notice and
public comment on this rule. Accordingly, the RFA does not apply to
this final rule.
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. 3501-3518.
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
0
1. The authority citation for part 803 continues to read as follows:
Authority: 15 U.S.C. 18a(d).
0
2. Amend Sec. 803.10 by revising paragraphs (c)(1) introductory text
and (c)(1)(i) 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) 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 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.
* * * * *
0
3. In the Appendix to part 803, revise Page 10 of the Notification and
Report Form for Certain Mergers and Acquisitions, and pages I and II of
the Instructions, to read as follows:
Appendix to Part 803--Notification and Report Form for Certain Mergers
and Acquisitions
* * * * *
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By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 2014-09821 Filed 5-5-14; 8:45 am]
BILLING CODE 6750-01-C