Premerger Notification; Reporting and Waiting Period Requirements, 45555-45567 [C2-2018-14378]

Download as PDF Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Subtitle I, Section 106 describes the authority of the FAA Administrator. Subtitle VII, Aviation Programs, describes in more detail the scope of the agency’s authority. This rulemaking is promulgated under the authority described in Subtitle VII, Part A, Subpart I, Section 40103. Under that section, the FAA is charged with prescribing regulations to assign the use of airspace necessary to ensure the safety of aircraft and the efficient use of airspace. This regulation is within the scope of that authority as it supports the removal of the Class E airspace designated as an extension to Class D surface area no longer needed at Springfield-Beckley Municipal Airport, Springfield, OH. History The FAA published a notice of proposed rulemaking in the Federal Register (83 FR 19986; May 7, 2018) for Docket No. FAA–2017–1051 to remove Class E airspace designated as an extension to a Class D surface area at Springfield-Beckley Municipal Airport, Springfield, OH. Interested parties were invited to participate in this rulemaking effort by submitting written comments on the proposal to the FAA. No comments were received. Class E airspace designations are published in paragraph 6004 of FAA Order 7400.11B, dated August 3, 2017, and effective September 15, 2017, which is incorporated by reference in 14 CFR 71.1. The Class E airspace designations listed in this document will be published subsequently in the Order. Availability and Summary of Documents for Incorporation by Reference This document amends FAA Order 7400.11B, Airspace Designations and Reporting Points, dated August 3, 2017, and effective September 15, 2017. FAA Order 7400.11B is publicly available as listed in the ADDRESSES section of this document. FAA Order 7400.11B lists Class A, B, C, D, and E airspace areas, air traffic service routes, and reporting points. daltland on DSKBBV9HB2PROD with RULES The Rule This amendment to title 14 Code of Federal Regulations (14 CFR) part 71 removes the Class E airspace designated as an extension to Class D airspace at VerDate Sep<11>2014 18:13 Sep 07, 2018 Jkt 244001 Springfield-Beckley Municipal Airport, Springfield, OH. The air traffic control tower has closed, and Class E extension airspace removed, as the airport no longer qualifies for controlled airspace. Regulatory Notices and Analyses The FAA has determined that this regulation only involves an established body of technical regulations for which frequent and routine amendments are necessary to keep them operationally current, is non-controversial and unlikely to result in adverse or negative comments. It, therefore: (1) Is not a ‘‘significant regulatory action’’ under Executive Order 12866; (2) is not a ‘‘significant rule’’ under DOT Regulatory Policies and Procedures (44 FR 11034; February 26, 1979); and (3) does not warrant preparation of a regulatory evaluation as the anticipated impact is so minimal. Since this is a routine matter that only affects air traffic procedures and air navigation, it is certified that this rule, when promulgated, does not have a significant economic impact on a substantial number of small entities under the criteria of the Regulatory Flexibility Act. 45555 PART 71—DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR TRAFFIC SERVICE ROUTES; AND REPORTING POINTS 1. The authority citation for part 71 continues to read as follows: ■ Authority: 49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O. 10854, 24 FR 9565, 3 CFR, 1959–1963 Comp., p. 389. § 71.1 [Amended] 2. The incorporation by reference in 14 CFR 71.1 of FAA Order 7400.11B, Airspace Designations and Reporting Points, dated August 3, 2017, and effective September 15, 2017, is amended as follows: ■ Paragraph 6004 Class E Airspace Areas Designated as an Extension to a Class D or Class E Surface Area. * * * AGL OH E4 * * Springfield, OH [Removed] Issued in Fort Worth, Texas, on August 30, 2018. Walter Tweedy, Acting Manager, Operations Support Group, ATO Central Service Center. [FR Doc. 2018–19475 Filed 9–7–18; 8:45 am] BILLING CODE 4910–13–P Environmental Review The FAA has determined that this action qualifies for categorical exclusion under the National Environmental Policy Act in accordance with FAA Order 1050.1F, ‘‘Environmental Impacts: Policies and Procedures,’’ paragraph 5–6.5.a. This airspace action is not expected to cause any potentially significant environmental impacts, and no extraordinary circumstances exist that warrant preparation of an environmental assessment. Lists of Subjects in 14 CFR Part 71 Airspace, Incorporation by reference, Navigation (air). Adoption of the Amendment 16 CFR Parts 801, 802, and 803 Premerger Notification; Reporting and Waiting Period Requirements Correction In rule document 2018–14378, appearing on pages 32768 through 32784, in the issue of Monday, July 16, 2018, make the following correction: ■ The graphic in Appendix B, beginning on page 32773, is corrected in its entirety as set forth below. PART 803—TRANSMITTAL RULES [CORRECTED] * In consideration of the foregoing, the Federal Aviation Administration amends 14 CFR part 71 as follows: PO 00000 FEDERAL TRADE COMMISSION * * * Appendix B to Part 803—Instructions to the Notification and Report Form for Certain Mergers and Acquisitions * * * * BILLING CODE 1301–00–D Frm 00021 Fmt 4700 Sfmt 4700 * E:\FR\FM\10SER1.SGM 10SER1 * 45556 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations ANTITRUST IMPROVEMENTS ACT NOTIFICATION AND REPORT FORM for Certain Mergers and Acquisitions The Notification and Report Form ("the Form") is required to be submitted pursuant to § 803.1 (a) of the premerger notification rules, 16 CFR Parts 801-803 ("the Rules"). These instructions specify the information that must be provided in response to the items on the Form. Information The central office for information and assistance concerning the Form and the Rules is: Premerger Notification Office Federal Trade Commission, Room #5301 400 7th Street, S.W. Washington, D.C. 20024 Phone: (202) 326-3100 E-mail: HSRhelp@ftc.gov The Form must be a searchable PDF document. All other files must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. This includes the affidavit and certification. Label each DVD with the name of the person filing, the name of a contact person and that person's phone number. Leave space on the DVD for the Agencies to write the assigned transaction number and date of receipt. If the DVD or files contain viruses, passwords, or are not readable, the filing will not be accepted and the waiting period will not start. Copies of the Form, Instructions and Rules as well as information to assist in completing the Form are available at the PNO website. For further instructions on DVD filing and specific DVD requirements, go to HSR Resources on the PNO website. Definitions The definitions used in this Form are set forth in the Rules. See Statute. Rules and Formal Interpretations for copies of the HartScott-Rodino Act ("the Act"), the Rules, and the Federal Register Notices issuing the Rules and Rule amendments ("Statements of Basis and Purpose"). The term "documentary attachments" refers Q!!Jy to materials submitted in response to Item 3(b), Item 4 and to submissions pursuant to§ 803.1 (b) of the Rules. The terms "person filing" or "filing person" mean the ultimate parent entity ("UPE"). (See§ 801.1 (a)(3)). The terms are used herein interchangeably. Filing Parties should file the completed Form, together with all documentary attachments, with the Premerger Notification Office ("PNO") of the Federal Trade Commission ("FTC") and the Premerger Unit of the Antitrust Division of the Department of Justice ("DOJ") (together, "the Agencies"). Filers have the option of submitting a DVD filing or a paper filing. Filings should be submitted to: Affidavits Affidavit(s) are required by§ 803.5 and must attest to the good faith of the persons filing to complete the transaction. Affidavits must be notarized or use the language found in 28 U.S.C. § 1746 relating to unsworn declarations under penalty of perjury. If an entity is filing on behalf of the acquiring or acquired person, the affidavit must still attest to the good faith of the UPE. In non-§ 801.30 transactions, the affidavit(s) (submitted by both persons filing) must attest that a contract, agreement in principle or letter of intent to merge or acquire has been executed, and further attest to the good faith intention of the person filing notification to complete the transaction. (See § 803.5(b)). Premerger Notification Office Federal Trade Commission, Room #5301 400 7th Street, S. W. Washington, D.C. 20024 and In§ 801.30 transactions, the affidavit (submitted Q.!JJy by the acquiring person) must attest: If one or both delivery sites are unavailable, the Agencies may announce alternate sites for delivery through the media and, if possible, at the PNO website. 1) that the issuer whose voting securities or the unincorporated entity whose non-corporate interests are to be acquired has received notice, as described below, from the acquiring person; 2) in the case of a tender offer, that the intention to make the tender offer has been publicly announced; and Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 Frm 00022 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.005</GPH> daltland on DSKBBV9HB2PROD with RULES Department of Justice Antitrust Division Premerger and Division Statistics Unit 450 FifthStreet, N.W.,Suite 1100 Washington, D.C. 20530 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations 3) the good faith intention of the person filing notification to complete the transaction. the identity of the acquiring person and the fact that the acquiring person intends to acquire voting securities of the issuer or non-corporate interests of the unincorporated entity; 2) the specific notification threshold that the acquiring person intends to meet or exceed in an acquisition of voting securities; 3) the fact that the acquisition may be subject to the Act, and that the acquiring person will file notification under the Act; 4) the anticipated date of receipt of such notification by the Agencies; and 5) the fact that the person within which the issuer or unincorporated entity is included may be required to file notification under the Act. (See§ 803.5(a)). when their acquisition is exempt under the Act or Rules. (See § 803.2(c)). Year All references to "year'' refer to calendar year. If data are not available on a calendar year basis, supply the requested data for the fiscal year reporting period that most nearly corresponds to the calendar year specified. References to "most recent year'' mean the most recent calendar or fiscal year for which the requested information is available. Acquiring persons in § 801.30 transactions are required to submit a copy of the notice received by the acquired person pursuant to § 803.5(a)(3) along with the filing. This notice must include: 1) 45557 North American Industry Classification System (NAICS) Data The Form requests "dollar revenues" categorized by NAICS codes for non-manufactured and manufactured products with respect to operations conducted within the United States, and for products manufactured outside of the United States and sold into the United States. (See § 803.2(d)). Filing persons must submit data at the 6-digit NAICS national industry code level to reflect non-manufacturing dollar revenues. To the extent that dollar revenues are derived from manufacturing operations (NAICS Sectors 31-33), filing persons must only submit data at the 10digit NAICS product code levels, not the 6-digit level. (See Item 5 below). Responses Enter the name of the person filing notification in Item 1(a) on page 1 of the Form, and enter the same name and the date on which the Form is completed at the top of each page of the Form. If there is insufficient room on the Form for a response to a particular item, attach "additional pages" behind that item on the Form. Filers must submit a complete set of additional pages within each copy of the Form. Each additional page should identify, at the top of the page, the name of the person filing notification, the date on which the Form is completed and the item to which it is addressed. Voluntary submissions pursuant to§ 803.1 (b) should be identified as V-1, V-2, etc. If unable to answer any item fully, provide such information as is available and a statement of reasons for non-compliance as required by § 803.3. If exact answers to any item cannot be given, enter best estimates and indicate the source or basis of such estimates. Add an endnote with the notation "est." to any item where data are estimated. In reporting information by 6-digit NAICS industry code, refer to the 2012 North American Industry Classification System - United States published by the Executive Office of the President, Office of Management and Budget. In reporting information by 10-digit NAICS product code, refer to the 2012 Numerical List of Manufactured and Mineral Products published by the Bureau of the Census. Information regarding NAICS is available at www.census.gov. This site also provides assistance in choosing the proper code(s) for reporting in Item 5 of the Form. Filers should continue to use 6- and 10-digit 2012 NAICS codes when filling out Items 5, 7, and 8 of the Form. The U.S. Census Bureau is transitioning to a new classification system and the PNO will wait until that system is fully functional before switching. Please monitor the PNO's website for further announcements on this topic. Thresholds Filing fee and notification thresholds are adjusted annually pursuant to 15 U.S.C. § 18A(a)(2)(A) based on the change in gross national product, in accordance with 15 U.S.C. § 19(a)(5). The current threshold values can be found at Current Filing Thresholds. END OF GENERAL SECTION All financial information should be expressed in millions of dollars rounded to the nearest one-tenth of a million dollars. Limited Response The acquired person should limit its response in Items 5-7: 1) in the case of an acquisition of assets, to the assets being acquired; 2) in the case of an acquisition of voting securities, to the issuer(s) whose voting securities are being acquired and all entities controlled by such acquired entities; and 3) in the case of an acquisition of non-corporate interests, to the unincorporated entity(s) whose non-corporate interests are being acquired and all entities controlled by such acquired entities. Separate responses may be required where a person is both acquiring and acquired. (See§ 803.2(b)). Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 II Frm 00023 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.006</GPH> daltland on DSKBBV9HB2PROD with RULES Information need not be supplied regarding assets, voting securities or non-corporate interests currently being acquired 45558 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Fee Information The fee for filing the Form is based on the aggregate total value of assets, voting securities and controlling non-corporate interests to be held as a result of the acquisition: Early Termination Put an X in the "yes" box to request early termination of the waiting period. Notification of each grant of early termination will be published in the Federal Register, as required by 15 U.S.C. § 18A(b)(2), and on the PNO website. Note that if either party in .illJY transaction requests early termination, it may be granted and published. Transactions Subject to International Antitrust Notification If, to the knowledge or belief of the filing person at the time of filing, a non-U.S. antitrust or competition authority has been or will be notified of the proposed transaction, list the name of each such authority. Response to this item is voluntary. greater than $50 million (as adjusted) but less than $100 million (as adjusted) $45,000 $100 million (as adjusted) or greater but less than $500 million (as adjusted) $125,000 $500 million or greater (as adjusted) $280,000 For current thresholds and fee information, see the PNO website. Amount Paid Indicate the amount of the filing fee paid. This amount should be net of any banking or financial institution charges. Payer Identification Provide the payer's name and 9-digit Taxpayer Identification Number (TIN). If the payer is a natural person with no TIN, provide the natural person's social security number. Method of Payment The preferred method of payment is by electronic wire transfer (EWT). For EWT payments, provide the EWT confirmation number and the name of the financial institution from which the EWT is being sent. If the EWT confirmation number is not available at the time of filing, provide this information to the PNO within two business days of filing. In order for the FTC to track payment, the payer must provide information required by the Fedwire Instructions to the financial institution initiating the EWT. A template of the Fedwire Instructions is available at the PNO website on the Filing Fee Information page. There are now specific, limited criteria for paying by certified check. Please see the Filing Fee Information page for details. Corrective Filings Put an X in the appropriate box to indicate whether the notification is a corrective filing (i.e., an acquisition that has already taken place without filing, in violation of the statute). See Procedures for Submitting Post-Consummation Filings for more information on how to proceed in the case of a corrective filing. Cash Tender Offer Put an X in the appropriate box to indicate whether the acquisition is a cash tender offer. Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 Ill Frm 00024 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.007</GPH> daltland on DSKBBV9HB2PROD with RULES Bankruptcy Put an X in the appropriate box to indicate whether the acquired person's filing is being made by a trustee in bankruptcy or by a debtor-in-possession for a transaction that is subject to Section 363(b) of the Bankruptcy Code (11 U.S.C. § 363). Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Item 1(a) Provide the name, headquarters address and website (if one exists) of the person filing notification. The name of the person filing is the name of the UP E. (See§ 801.1 (a)(3)). Item 2(a) Provide the names of all UPEs of acquiring and acquired persons that are parties to the transaction, whether or not they are required to file notification. If a person is not required to file, check the non-reportable box. Item 1(b) Indicate whether the person filing notification is an acquiring person, an acquired person, or both an acquiring and acquired person. (See § 801.2). Item 2(b) Put an X in all the boxes that apply to the transaction. Item 1(c) Put an X in the appropriate box to indicate whether the person in Item 1(a) is a corporation, unincorporated entity, natural person, or other (specify). (See§ 801.1). Item 1(d) Put an X in the appropriate box to indicate whether data furnished in Item 5 is by calendar year or fiscal year. If fiscal year, specify the time period. Item 1(e) Put an X in the appropriate box to indicate if the Form is being filed on behalf of the UPE by another entity within the same person authorized by it to file notification on its behalf pursuant to § 803.2(a), or if the Form is being filed pursuant to § 803.4 on behalf of a foreign person. Then provide the name and mailing address of the entity filing notification on behalf of the filing person named in Item 1(a) of the Form. Item 1(f) For the acquiring person, if an entity other than the UPE listed in Item 1(a) is making the acquisition, provide the name and mailing address of that entity and the percentage of its voting securities or non-corporate interests held directly or indirectly by the person named in Item 1(a) above. For the acquired person, if the assets, voting securities or noncorporate interests of an entity other than the UPE listed in Item 1(a) are being acquired, provide the name and mailing address of that entity and the percentage of its voting securities or noncorporate interests held directly or indirectly by the person named in Item 1(a) above. Note: The Form has fields for fax numbers in Item 1. Providing fax numbers is no longer necessary. The fields will be deleted during the next update of the HSR Form. For determining percentage of voting securities, evaluate total voting power per § 801.12. For determining percentage of non-corporate interests, evaluate the economic interests per§ 801.1 (b)(1)(ii). Item 2(d)(i) State the value of voting securities already held. (See § 801.1 0). Item 2(d)(iv) State the total percentage of voting securities to be held as a result of the acquisition. (See§ 801.12). Item 2(d)(v) State the value of non-corporate interests already held. (See § 801.10). Item 2(d)(vi) State the percentage of non-corporate interests already held. (See§ 801.1 (b)(1)(ii)). Item 2(d)(vii) State the total value of non-corporate interests to be held as a result of the acquisition. (See§ 801.1 0). Instructions to FTC Form C4 (rev. 02/04/2018) PO 00000 Item 2(d) Provide the requested information on assets, voting securities and non-corporate interests. If a combination of assets, voting securities and/or non-corporate interests are being acquired and allocation is not possible, note such information in an endnote. IV Frm 00025 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.008</GPH> daltland on DSKBBV9HB2PROD with RULES END OF ITEM 1 Jkt 244001 Note that the 50% notification threshold is the highest threshold and should be used for any acquisition of 50% or more of the voting securities of an issuer, regardless of the value of the voting securities. For instance, an acquisition of 100% of the voting securities of an issuer, valued in excess of $500 million (as adjusted) would cross the 50% notification threshold, not the $500 million (as adjusted) threshold. Item 2(d)(iii) State the total value of voting securities to be held as a result of the acquisition. (See§ 801.1 0). Item 1(h) Foreign filing persons must provide the name, firm name, address, telephone number, and e-mail address of an individual located in the United States designated for the limited purpose of receiving notice of the issuance of a request for additional information or documentary material. (See§ 803.20(b)(2)(iii)). 16:01 Sep 07, 2018 Item 2(c) This item should only be completed by the acquiring person where voting securities are being acquired. If more than voting securities are being acquired, respond to this item only regarding voting securities. Put an X in the box to indicate the highest applicable threshold for which notification is being filed: $50 million (as adjusted), $100 million (as adjusted), $500 million (as adjusted), 25% (if the value of voting securities to be held is greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (h)). Item 2(d)(ii) State the percentage of voting securities already held. (See § 801.12). Item 1(g) Provide the name and title, firm name, address, telephone number, and e-mail address of the primary and secondary individuals to contact regarding the Form. A second contact person is required. (See§ 803.20(b)(2)(ii)). VerDate Sep<11>2014 45559 45560 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Item 2(d)(viii) State the total percentage of non-corporate interests to be held as a result of the acquisition. (See§§ 801.10 and 801.1 (b)(1)(ii)). Item 2(d)(ix) State the value of assets to be held as a result of the acquisition. (See§ 801.10). Item 2(d)(x) State the aggregate total value of assets, voting securities and non-corporate interests of the acquired person to be held as a result of the acquisition. (See§§ 801.10, 801.12,801.13 and 801.14). Item 3(a) At the top of Item 3(a), list the name and mailing address of each acquiring and acquired person, and acquiring and acquired entity, whether or not required to file notification. It is not necessary to list every subsidiary wholly-owned owned by an acquired entity. In the Transaction Description section, briefly describe the transaction, indicating whether assets, voting securities or noncorporate interests (or some combination) are to be acquired. Describe the business operation(s) being acquired. If assets, describe the assets and whether they comprise a business operation. Also, indicate what consideration will be received by each party and the scheduled consummation date of the transaction. If any attached transaction documents use coded names to refer to the parties, please provide an index identifying the codes. END OF ITEM 2 If there are additional filings, such as shareholder backside filings, associated with the transaction, identify those. Also, identify any special circumstances that apply to the filing, such as whether part of the transaction is exempt under one of the exemptions found in Part 802. Item 3(b) Furnish copies of all documents that constitute the agreement(s) among the acquiring person(s) and the person(s) whose assets, voting securities or non-corporate interests are to be acquired. Also furnish agreements not to compete and other agreements between the parties. Do not submit schedules and the like unless they contain agreements not to compete, other agreements between the parties, or other important terms of the transaction. For purposes of Item 3(b), responsive documents must be submitted; identifying an internet address or providing a link is not sufficient. Documents that constitute the agreement(s) (e.g., a Letter of Intent, Merger Agreement, Purchase and Sale Agreement) must be executed, while agreements not to compete may be provided in draft form if that is the most recent version. If parties are filing on an executed Letter of Intent, they may also submit a draft of the definitive agreement, if one exists. Note that transactions subject to § 801.30 and bankruptcies under 11 U.S.C. § 363 do not require an executed agreement or letter of intent. For bankruptcies, provide the order from the bankruptcy court. v Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 Frm 00026 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.009</GPH> daltland on DSKBBV9HB2PROD with RULES END OF ITEM 3 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Item 4(a) Provide the names of all entities within the person filing notification, including the UPE, that file annual reports (Form 10-K or Form 20-F) with the United States Securities and Exchange Commission, and provide the Central Index Key (CIK) number for each entity. Item 4(b) Provide the most recent annual reports and/or annual audit reports (or, if audited is unavailable, unaudited) of the person filing notification. Privilege Note that if the filing person withholds or redacts portions of any document responsive to Items 4(c) and 4(d) based on a claim of privilege, the person must provide a statement of reasons for noncompliance (a "privilege log") detailing the claim of privilege for each withheld or redacted document. (See§ 803.3(d)). For each document, include the: 1) title of the document; 2) its author; 3) author's title/position; 4) addressee; 5) addressee's title/position; 6) date; Natural persons need only provide the most recent reports for the highest level entity(s) they control. Do not provide personal balance sheets or tax returns. 7) subject matter; 8) all recipients of the original and any copies; If the most recent reports do not show sales or assets sufficient to meet the size of person test, and the size of person test is relevant given the size of the transaction, the filing person must stipulate in Item 4(b) that it meets the test. 9) recipients' titles/positions; The acquiring person should also provide the most recent reports of the acquiring entity(s) and any controlled entity whose dollar revenues contribute to an overlap reported in Item 7. The acquired person should also provide the most recent reports of the acquired entity(s). 45561 10) document's present location; and 11) who has control over it. Note that the person filing notification may incorporate a document by reference to an internet address directly linking to the document. (See§ 803.2(e)). Additionally, the filing person must state the factual basis supporting the privilege claim in sufficient detail to enable staff to assess the validity of the claim for each document without disclosing the protected information. Items 4(c) and 4(d) For each document responsive to Items 4(c) and 4(d), provide the: 1) document's title; 2) date of preparation; and 3) name and title of each individual who prepared the document. If a specific date is not available, indicate the month and year the document was prepared. When creating a privilege log, use a separate numbering system for withheld documents, such as P-1, P-2, etc. Redacted documents should also be listed in a separate log that complies with§ 803.3(d). If a large group of people prepared the document, list all the authors and their titles, identifying the principal authors. Alternatively, it is acceptable to indicate that the document was prepared under the supervision of the lead author and to provide the name and title of that author. If a third party prepared the document, the date of preparation and the name of the third party will suffice. Numbering Number each document provided in response to Items 4(c) and 4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3, etc. Likewise, number 4(d) documents 4(d)-1, 4(d)-2, 4(d)-3, etc., regardless of the three sub-categories within Item 4(d). If providing only one document, identify it as 4(c)-1 or 4(d)-1. VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 Item 4(c) Provide all studies, surveys, analyses and reports which were prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition with respect to market shares, competition, competitors, markets, potential for sales growth or expansion into product or geographic markets. Item 4(d) Item 4(d)(i) Provide all Confidential Information Memoranda prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) of the UPE of the acquiring or acquired person or of the acquiring or acquired entity(s) that specifically relate to the sale of the acquired entity(s) VI Frm 00027 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.010</GPH> daltland on DSKBBV9HB2PROD with RULES When submitting a document responsive to both 4(c) and 4(d), list it only once, under 4(c) Q[ 4(d). If a document is responsive to both 4(c) and 4(d), do not cross-reference. Instructions to FTC Form C4 (rev. 02/04/2018) If a privileged document was circulated to a group, such as the Board or an investment committee, the name of the group is sufficient, but the filing person should be prepared to disclose the names and titles/positions of the individual group members, if requested. If the claim of privilege is based on advice from inside and/or outside counsel, the name of the inside and/or outside counsel providing the advice (and the law firm, if applicable) must be provided. If several lawyers participated in providing advice, identifying lead counsel is sufficient. In identifying who controls a document, the name of the law firm is sufficient. 45562 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations ITEMS 5 THROUGH 7 or assets. If no such Confidential Information Memorandum exists, submit any document(s) given to any officer(s) or director(s) of the buyer meant to serve the function of a Confidential Information Memorandum. This does not include ordinary course documents and/or financial data shared in the course of due diligence, except to the extent that such materials served the purpose of a Confidential Information Memorandum when no such Confidential Information Memorandum exists. Documents responsive to this item are limited to those produced up to one year before the date of filing. Item 4(d)(ii) Provide all studies, surveys, analyses and reports prepared by investment bankers, consultants or other third party advisors ("third party advisors") for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) of the UPE of the acquiring or acquired person or of the acquiring or acquired entity(s) for the purpose of evaluating or analyzing market shares, competition, competitors, markets, potential for sales growth or expansion into product or geographic markets that specifically relate to the sale of the acquired entity(s) or assets. This item requires only materials developed by third party advisors during an engagement or for the purpose of seeking an engagement. Documents responsive to this item are limited to those produced up to one year before the date of filing. Item 4(d)(iii) Provide all studies, surveys, analyses and reports evaluating or analyzing synergies and/or efficiencies prepared by or for any officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition. Financial models without stated assumptions need not be provided in response to this item. END OF ITEM 4 Limited response for acquired person. For Items 5 through 7, the acquired person should limit its response in the case of an acquisition of: 1) assets, to the assets to be acquired; 2) voting securities, to the issuer(s) whose voting securities are being acquired and all entities controlled by such issuer; and/or 3) non-corporate interests, to the unincorporated entity(s) being acquired and all entities controlled by such unincorporated entity(s). A person filing as both acquiring and acquired persons may be required to provide a separate response to Items 5 through 7 in each capacity so that it can properly limit its response as an acquired person. (See§§ 803.2(b) and (c)). This item requests revenue information by NAICS code regarding dollar revenues. (See NAICS Data section on page II). All persons must submit data on non-manufacturing dollar revenues at the 6-digit NAICS industry code level. To the extent that dollar revenues are derived from manufacturing operations (NAICS Sectors 31-33), only submit data at the 10-digit product code level (NAICS-based codes). List all NAICS codes in ascending order. Persons filing notification should include the total dollar revenues for all entities included within the person filing notification at the time the Form is prepared. If no dollar revenues are reported, check the "None" box and provide a brief explanation. Item 5(a) Provide 6-digit NAICS industry data concerning the aggregate U.S. operations of the person filing notification for the most recent year in all non-manufacturing NAICS Sectors in which the person engaged. If the dollar revenues for a non-manufacturing NAICS code totaled less than one million dollars in the most recent year, that code may be omitted from Item 5(a). Provide 10-digit NAICS product code data for each product code within all manufacturing NAICS Sectors (31-33) in which the person engaged in the U.S., including dollar revenues for each product manufactured outside the U.S. but sold into the U.S. Sales of any manufactured product should be reported in a manufacturing code only, even if sold through a separate warehouse or retail establishment. If such data have not been compiled for the most recent year, estimates of dollar revenues by 6-digit NAICS industry codes and 10-digit NAICS product codes may be provided. Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 VII Frm 00028 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.011</GPH> daltland on DSKBBV9HB2PROD with RULES Check the Overlap box for a NAICS code if both parties to the transaction generate dollar revenues in that NAICS code. If there is Q.Q]y a 6-digit overlap in a manufacturing code in Item 7, do not check the Overlap box for a related 10-digit code in Item 5. Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations Item 5(b) Complete only if the acquisition is the formation of a joint venture corporation or unincorporated entity. (See§§ 801.40 and 801.50). If the acquisition is not the formation of a joint venture, check the "Not Applicable" box. Item 5(b)(i) List the contributions that each person forming the joint venture corporation or unincorporated entity has agreed to make, specifying when each contribution is to be made and the value of the contribution as agreed by the contributors. Item 5(b)(ii) Describe fully the consideration that each person forming the joint venture corporation or unincorporated entity will receive in exchange for its contribution(s). Item 5(b)(iii) Describe generally the business in which the joint venture corporation or unincorporated entity will engage, including its principal types of products or activities, and the geographic areas in which it will do business. Item 5(b)(iv) Identify each 6-digit NAICS industry code in which the joint venture corporation or unincorporated entity will derive dollar revenues. If the joint venture corporation or unincorporated entity will be engaged in manufacturing, also specify each 10-digit NAICS product code in which it will derive dollar revenues. END OF ITEM 5 45563 An acquired person does not complete Item 6 if the transaction involves only the acquisition of assets. If the transaction involves a mix of assets along with voting securities and/or non-corporate interests, the acquired person must complete Item 6 as related to the voting securities and noncorporate interests. Item 6(a) Subsidiaries of filing person. List the name, city and state/country of all U.S. entities, and all foreign entities that have sales in or into the U.S., that are included within the person filing notification. Entities with total assets of less than $10 million may be omitted. Alternatively, the filing person may report all entities within it. Item 6(b) Minority shareholders. For the acquired entity(s) and for the acquiring entity(s) and its UPE or, in the case of natural persons, the top-level corporate or unincorporated entity(s) within that UPE, list the name and headquarters mailing address of each shareholder that holds 5% or more but less than 50% of the outstanding voting securities or non-corporate interests of the entity, and the percentage of voting securities or non-corporate interests held by that person. (See§ 801.1 (c)) For limited partnerships, only the general partner(s), regardless of percentage held, should be listed. Item 6(c) Minority holdings. Item 6(c) requires the disclosure of holdings of 5% or more but less than 50%, of any entity(s) that derives dollar revenues in any 6-digit NAICS code reported by the other person filing notification. Holdings in those entities that have total assets of less than $10 million may be omitted. The acquiring person may rely on its regularly prepared financials that list its investments, and those of its associates that list their investments, to respond to Items 6(c)(i) and (ii), provided the financials are no more than three months old. If NAICS codes are unavailable, holdings in entities that have operations in the same industry, based on the knowledge or belief of the acquiring person, should be listed. In responding to Items 6(c)(i) and 6(c)(ii), it is permissible for the acquiring person to list all entities in which it or its associate(s) holds 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity. Holdings in those entities that have total assets of less than $10 million may be omitted. Item 6(c)(i) Minority holdings of filing person. If the person filing notification holds 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity, list the issuer and percentage of voting securities held, or in the case of an unincorporated entity, list the unincorporated entity and the percentage of non-corporate interests held. The acquired person should limit its response, based on its knowledge or belief, to entities that derive dollar revenues in the Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 VIII Frm 00029 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.012</GPH> daltland on DSKBBV9HB2PROD with RULES The acquiring person should limit its response, based on its knowledge or belief, to entities that derived dollar revenues in the most recent year from operations in industries within any 6-digit NAICS industry code in which the acquired entity(s) or assets also derived dollar revenues in the most recent year. 45564 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations same 6-digit NAICS industry code as the acquiring person. Item 6(c)(ii) Minority holdings of associates. This item should only be completed by the acquiring person. Based on the knowledge or belief of the acquiring person, for each associate (see§ 801.1 (d)(2)) of the acquiring person holding: 1) 2) 5% or more but less than 50% of the voting securities or non-corporate interests of the acquired entity(s); and/or 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity that derived dollar revenues in the most recent year from operations in industries within any 6-digit NAICS industry code in which the acquired entity(s) or assets also derived dollar revenues in the most recent year; list the associate, the issuer or unincorporated entity and the percentage held. If, to the knowledge or belief of the person filing notification, the acquiring person, or any associate (see§ 801.1 (d)(2)) of the acquiring person, derived any amount of dollar revenues (even if omitted from Item 5) in the most recent year from operations: 1) in industries within any 6-digit NAICS industry code in which any acquired entity that is a party to the acquisition also derived any amount of dollar revenues in the most recent year; Q[ 2) in which a joint venture corporation or unincorporated entity will derive dollar revenues; then for each such 6-digit NAICS industry code follow the instructions below for this section. Note that if the acquired entity is a joint venture, the only overlaps that should be reported are those between the assets to be held by the joint venture and any assets of the acquiring person or its associates not contributed to the joint venture. Also, if the acquiring person reports an associate overlap only, the acquired person does not need to respond to Item 7. Item 7(a) Industry Code Overlap Information Provide the 6-digit NAICS industry code and description for the industry, and indicate whether the overlap is from the person, an associate or both. END OF ITEM 6 Item 7(b) Item 7(b)(i) If the UPE of the other person(s) filing notification derived dollar revenues in the same 6-digit industry code(s) listed in Item 7(a), list the name of that UPE and the name of the entity(s) within that UPE that actually derived those dollar revenues, if different from the entity(s) listed in Item 3(a). Item 7(b)(ii) This item should only be completed by the acquiring person. List the name of each associate of the acquiring person that also derived dollar revenues through a controlled operating company(s) in the 6-digit industry and, if different, the name of the entity(s) that actually derived those dollar revenues. Item 7(c) Geographic Market Information Use the 2-digit postal codes for states and territories and provide the total number of states and territories at the end of the response. Item 7(c)(i) NAICS Sectors 31-33 For each 6-digit NAICS industry code within NAICS Sectors 31-33 (manufacturing industries) listed in Item 7(a), list the relevant geographic information in which, to the knowledge or belief of the person filing the notification, the products in that 6-digit NAICS industry code produced by the person filing notification are sold without a significant change in their form (whether they are sold by the person filing notification or by others to whom such products have been sold or resold). Except for industries covered Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 IX Frm 00030 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.013</GPH> daltland on DSKBBV9HB2PROD with RULES Note that except in the case of those NAICS industries in the Sectors and Subsectors mentioned in Item 7(c)(iv)(b), the person filing notification may respond with the word "national" if business is conducted in all 50 states. Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations 442 443 516 518 519 523 by Item 7(c)(iv)(b), the relevant geographic information is all states or, if desired, portions thereof. Item 7(c)(ii) NA/CS Sector 42 For each 6-digit NAICS industry code within NAICS Sector 42 (wholesale trade) listed in Item 7(a), list the states or, if desired, portions thereof in which the customers of the person filing notification are located. 5242 525 53 54 55 56 Item 7(c)(iii) NAICS Industry Group 5241 For each 6-digit NAICS industry code within NAICS Industry Group 5241 (insurance carriers) listed in Item 7(a), list the state(s) in which the person filing notification is licensed to write insurance. Item 7(c)(iv)(a) Other NAICS Sectors For each 6-digit NAICS industry code listed in item 7(a) within the NAICS Sectors or Subsectors below, list the states or, if desired, portions thereof in which the person filing notification conducts such operations. 11 21 22 23 48-49 511 515 517 71 agriculture, forestry, fishing and hunting mining utilities construction transportation and warehousing publishing industries broadcasting telecommunications arts, entertainment and recreation 61 7212 7213 813 8114 45565 furniture and home furnishings stores electronics and appliance stores internet publishing & broadcasting internet service providers other information services securities, commodity contracts and other financial investments and related activities insurance agencies and brokerages, and other insurance related activities funds, trusts and other financial vehicles real estate and rental and leasing professional, scientific and technical services management of companies and enterprises administrative and support and waste management and remediation services educational services recreational vehicle parks and recreational camps rooming and boarding houses religious, grantmaking, civic, professional, and similar organizations personal and household goods repair and maintenance Item 7(d) This item should only be completed by the acquiring person. Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv) to respond to this item, providing the information for associates of the acquiring person. Provide separate responses for each associate of the acquiring person and, if different, the controlled operating company(s) that actually derived the dollar revenues. END OF ITEM 7 Item 7(c)(iv)(b) For each 6-digit NAICS industry code listed in item 7(a) within the NAICS Sectors or Subsectors below, provide the address, arranged by state. county and city or town, of each establishment from which dollar revenues were derived in the most recent year by the person filing notification. 2123 32512 32732 32733 44-45 512 521 522 532 62 72 811 Item 7(c)(iv)(c) For each 6-digit NAICS industry code listed in item 7(a) within the NAICS Sectors or Subsectors below, list the states or, if desired, portions thereof in which the person filing notification conducts such operations. Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 Frm 00031 X Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.014</GPH> daltland on DSKBBV9HB2PROD with RULES 812 nonmetallic mineral mining and quarrying industrial gases concrete concrete products retail trade, except 442 (furniture and home furnishings stores), and 443 (electronics and appliance stores) motion picture and sound recording industries monetary authorities - central bank credit intermediation and related activities rental and leasing services health care and social assistance accommodations and food services, except 7212 (recreational vehicle parks and recreational camps), and 7213 (rooming and boarding houses) repair and maintenance, except 8114 (personal and household goods repair and maintenance) personal and laundry services 45566 Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations This item should only be completed by the acquiring person. Determine each 6-digit NAICS industry code listed in Item 7(a), in which the acquiring person derived dollar revenues of $1 million or more in the most recent year and in which either: 1) 2) the acquired entity derived dollar revenues of $1 million or more in the recent year (or in the case of the formation of a joint venture corporation or unincorporated entity, the joint venture corporation or unincorporated entity reasonably can be expected to derive dollar revenues of $1 million or more); Q.[ in the case of acquired assets, to which dollar revenues of $1 million or more were attributable in the most recent year. For each such 6-digit NAICS industry code, list all acquisitions of entities or assets deriving dollar revenues in that 6-digit NAICS industry code made by the acquiring person in the five years prior to the date of the instant filing, even if the transaction was nonreportable. List only acquisitions of 50% or more of the voting securities of an issuer or 50% or more of non-corporate interests of an unincorporated entity that had annual net sales or total assets greater than $10 million in the year prior to the acquisition, and any acquisitions of assets valued at or above the statutory size-of-transaction test at the time of their acquisition. This item pertains only to acquisitions of U.S. entities/assets and foreign entities/assets with sales in or into the U.S., i.e., with dollar revenues that would be reported in Item 5. For each such acquisition, supply: 1) the 6-digit NAICS industry code (by number and description) identified above in which the acquired entity derived dollar revenues; 2) the name of the entity from which the assets, voting securities or non-corporate interests were acquired; 3) the headquarters address of that entity prior to the acquisition; 4) whether assets, voting securities or non-corporate interests were acquired; and 5) the consummation date of the acquisition. See § 803.6 for requirements. The certification must be notarized or use the language found in 28 U.S.C. § 1746 relating to unsworn declarations under penalty of perjury. Section 18a(a) of Title 15 of the U.S. Code authorizes the collection of this information. Our authority to collect Social Security numbers is 31 U.S.C. § 7701. The primary use of information submitted on this Form is to determine whether the reported merger or acquisition may violate the antitrust laws. Taxpayer information is collected, used, and may be shared with other agencies and contractors for payment processing, debt collection and reporting purposes. Furnishing the information on the Form is voluntary. Consummation of an acquisition required to be reported by the statute cited above without having provided this information may, however, render a person liable to civil penalties up to the amount listed in 16 C.F.R. §1.98(a) per day. We also may be unable to process the Form unless you provide all of the requested information. Public reporting burden for this report is estimated to vary from 8 to 160 hours per response, with an average of 37 hours per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this report, including suggestions for reducing this burden to: Premerger Notification Office Federal Trade Commission, Room #5301 400 7th Street, S.W. Washington, D.C. 20024 and Office of Information and Regulatory Affairs Office of Management and Budget Washington, D.C. 20503 Under the Paperwork Reduction Act, as amended, an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The operative OMB control number, 3084-0005, appears within the Notification and Report Form and these Instructions. END OF ITEM 8 Instructions to FTC Form C4 (rev. 02/04/2018) VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 PO 00000 XI Frm 00032 Fmt 4700 Sfmt 4725 E:\FR\FM\10SER1.SGM 10SER1 ER10SE18.015</GPH> daltland on DSKBBV9HB2PROD with RULES END OF FORM INSTRUCTIONS Federal Register / Vol. 83, No. 175 / Monday, September 10, 2018 / Rules and Regulations * * * * * [FR Doc. C2–2018–14378 Filed 9–7–18; 8:45 am] BILLING CODE 1301–00–C DEPARTMENT OF HOMELAND SECURITY Coast Guard 33 CFR Part 165 [Docket Number USCG–2018–0813] RIN 1625–AA00 Safety Zone; Upper Mississippi River Mile Markers 824 to 832, St. Paul, MN Coast Guard, DHS. Temporary final rule. AGENCY: ACTION: The Coast Guard is establishing a temporary safety zone for the navigable waters of the Upper Mississippi River from mile marker (MM) 824 to MM 832. The safety zone is needed to protect persons, vessels, and the marine environment from potential hazards created by an oil spill response exercise. Entry of vessels or persons into this zone is prohibited unless specifically authorized by the Captain of the Port Sector Upper Mississippi River or a designated representative. DATES: This rule is effective from 8 a.m. through 5 p.m. on September 12, 2018, or until the exercise concludes, whichever occurs first. ADDRESSES: To view documents mentioned in this preamble as being available in the docket, go to http:// www.regulations.gov, type USCG–2018– 0813 in the ‘‘SEARCH’’ box and click ‘‘SEARCH.’’ Click on Open Docket Folder on the line associated with this rule. FOR FURTHER INFORMATION CONTACT: If you have questions on this rule, call or email Lieutenant Commander Christian Barger, Sector Upper Mississippi River Waterways Management Division, U.S. Coast Guard; telephone 314–269–2560, email Christian.J.Barger@uscg.mil. SUPPLEMENTARY INFORMATION: SUMMARY: daltland on DSKBBV9HB2PROD with RULES I. Table of Abbreviations CFR Code of Federal Regulations COTP Captain of the Port Sector Upper Mississippi River DHS Department of Homeland Security FR Federal Register NPRM Notice of proposed rulemaking § Section U.S.C. United States Code II. Background Information and Regulatory History The Coast Guard is issuing this temporary rule without prior notice and VerDate Sep<11>2014 16:01 Sep 07, 2018 Jkt 244001 opportunity to comment pursuant to authority under section 4(a) of the Administrative Procedure Act (APA) (5 U.S.C. 553(b)). This provision authorizes an agency to issue a rule without prior notice and opportunity to comment when the agency for good cause finds that those procedures are ‘‘impracticable, unnecessary, or contrary to the public interest.’’ Under 5 U.S.C. 553(b)(3)(B), the Coast Guard finds that good cause exists for not publishing a notice of proposed rulemaking (NPRM) with respect to this rule because it is impracticable. This safety zone must be established by September 12, 2018, and we lack sufficient time to provide a reasonable comment period and then consider those comments before issuing this rule. The NPRM process would delay the establishment of the safety zone until after the date of the oil spill response exercise and compromise public safety. Under 5 U.S.C. 553(d)(3), the Coast Guard finds that good cause exists for making this rule effective less than 30 days after publication in the Federal Register. Delaying the effective date of this rule would be contrary to the public interest because immediate action is necessary to respond to the potential hazards associated with the oil spill response exercise. III. Legal Authority and Need for Rule The Coast Guard is issuing this rule under authority in 33 U.S.C. 1231. The Captain of the Port Sector Upper Mississippi River (COTP) has determined that potential hazards associated with oil spill response exercise activities and equipment deployment will be a safety concern for anyone on the navigable waters of the Upper Mississippi River from mile marker (MM) 824 to MM 832. This rule is needed to protect persons, vessels, and the marine environment on the navigable waters within the safety zone while the oil spill response crews are operating in the area and while the oil spill removal equipment is deployed in the river. IV. Discussion of the Rule This rule establishes a temporary safety zone from 8 a.m. through 5 p.m. on September 12, 2018. The safety zone will cover all navigable waters of the Upper Mississippi River from MM 824 to MM 832. The duration of the zone is intended to protect persons, vessels, and the marine environment in these navigable waters while the oil spill response crews are operating in the area and while the oil spill removal equipment is deployed in the river. No vessel or person will be permitted to PO 00000 Frm 00033 Fmt 4700 Sfmt 4700 45567 enter the safety zone without obtaining permission from the COTP or a designated representative. A designated representative is a commissioned, warrant, or petty officer of the U.S. Coast Guard assigned to units under the operational control of USCG Sector Upper Mississippi River. Vessels requiring entry into this safety zone must request permission from the COTP or a designated representative. They may be contacted by telephone at 314–269–2332 or on VHF–FM channel 16. Persons and vessels permitted to enter this safety zone must transit at their slowest safe speed and comply with all lawful directions issued by the COTP or the designated representative. The COTP or a designated representative will inform the public of the enforcement times and date for this safety zone through Broadcast Notices to Mariners (BNMs), Local Notices to Mariners (LNMs), and/or Marine Safety Information Bulletins (MSIBs) as appropriate. V. Regulatory Analyses We developed this rule after considering numerous statutes and Executive orders related to rulemaking. Below we summarize our analyses based on a number of these statutes and Executive orders, and we discuss First Amendment rights of protestors. A. Regulatory Planning and Review Executive Orders 13563 (‘‘Improving Regulation and Regulatory Review’’) and 12866 (‘‘Regulatory Planning and Review’’) direct agencies to assess the costs and benefits of available regulatory alternatives and, if regulation is necessary, to select regulatory approaches that maximize net benefits (including potential economic, environmental, public health and safety effects, distributive impacts, and equity). Executive Order 13563 emphasizes the importance of quantifying both costs and benefits, of reducing costs, of harmonizing rules, and of promoting flexibility. Executive Order 13771 (‘‘Reducing Regulation and Controlling Regulatory Costs’’) directs agencies to reduce regulation and control regulatory costs and provides that ‘‘for every one new regulation issued, at least two prior regulations be identified for elimination, and that the cost of planned regulations be prudently managed and controlled through a budgeting process.’’ The Office of Management and Budget (OMB) has not designated this rule a ‘‘significant regulatory action,’’ under section 3(f) of Executive Order 12866. Accordingly, OMB has not reviewed it. As this rule is not a significant E:\FR\FM\10SER1.SGM 10SER1

Agencies

[Federal Register Volume 83, Number 175 (Monday, September 10, 2018)]
[Rules and Regulations]
[Pages 45555-45567]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: C2-2018-14378]


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FEDERAL TRADE COMMISSION

16 CFR Parts 801, 802, and 803


Premerger Notification; Reporting and Waiting Period Requirements

Correction

    In rule document 2018-14378, appearing on pages 32768 through 
32784, in the issue of Monday, July 16, 2018, make the following 
correction:

0
The graphic in Appendix B, beginning on page 32773, is corrected in its 
entirety as set forth below.

PART 803--TRANSMITTAL RULES [CORRECTED]

* * * * *

Appendix B to Part 803--Instructions to the Notification and Report 
Form for Certain Mergers and Acquisitions

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BILLING CODE 1301-00-D

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[FR Doc. C2-2018-14378 Filed 9-7-18; 8:45 am]
 BILLING CODE 1301-00-C