[Federal Register Volume 66, Number 90 (Wednesday, May 9, 2001)]
[Rules and Regulations]
[Pages 23561-23588]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11592]


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FEDERAL TRADE COMMISSION

16 CFR Parts 801, 802 and 803


Premerger Notification; Antitrust Improvements Act Notification 
and Report Form

AGENCY: Federal Trade Commission.

ACTION: Interim rule with request for comment.

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SUMMARY: The Federal Trade Commission (``Commission'') is amending the 
Antitrust Improvements Act Notification and Report Form (``the Form'') 
and the accompanying Instructions for Certain Mergers and Acquisitions 
(``the Instructions'') which must be completed and submitted by persons 
required to report mergers or acquisitions pursuant to section 7A of 
the Clayton Act, as added by the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976 (``HSR Act''). The amended Form and 
Instructions will require filing persons to: report revenue data using 
the North American Industry Classification System (``NAICS'') rather 
than the Standard Industrial Classification (``SIC''); use 1997 rather 
than 1992 as the base year for reporting revenue data; and report 
insurance activities in the body of the Form rather than in an 
Insurance Appendix. In addition, the references to the SIC will be 
replaced with references to the NAICS. Finally, the Commission will 
make minor revisions to the Instructions to provide further assistance 
to persons required to file under the HSR Act.

DATES: This interim rule is effective July 1, 2001. The Commission, 
however, is soliciting comments regarding the July 1, 2001 effective 
date of these amendments, which the Commission will change if 
appropriate. Comments must be received on or before June 8, 2001. In 
addition, it is important to note that filing persons must continue to 
use the SIC codes through June 30, 2001, and that all parties to a 
transaction must use the same classification system. However, for 
transactions identified as Section 801.30 transactions, where the 
acquiring person files before July 1, 2001 with the expectation that 
the acquired person will file on or after July

[[Page 23562]]

1, 2001, the Premerger Notification Office recommends that the 
acquiring person use the NAICS industry and product codes to ensure the 
efficient handling of the filing.

ADDRESSES: Address all comments to: Secretary, Federal Trade 
Commission, 600 Pennsylvania Avenue, NW., Washington, DC 20580, or by 
e-mail to [email protected], and the Director of Operations and Merger 
Enforcement, Antitrust Division, Department of Justice, Room 10103, 601 
D Street, NW., Washington, DC 20530.

FOR FURTHER INFORMATION CONTACT: William L. Lanning, Acting Deputy 
Assistant Director, or Alice M. Villavicencio, Compliance Specialist, 
of the Premerger Notification Office, Bureau of Competition at (202) 
326-3361 or (202) 326-3155, respectively.

SUPPLEMENTARY INFORMATION:

Background

    Section 7A of the Clayton Act, 15 U.S.C. 18a, as added by the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. 94-435, 90 
Stat. 1390, and amended by Pub. L. 106-553, 114 Stat. 2762 (``HSR 
Act''), requires all persons contemplating certain mergers or 
acquisitions to file notification with the Commission and the Assistant 
Attorney General for the Antitrust Division of the Department of 
Justice (``Assistant Attorney General''). The HSR Act further provides 
that such persons 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 this section, the Commission, with the 
concurrence of the Assistant Attorney General, promulgated the 
Antitrust Improvements Act Notification and Report Form for Certain 
Mergers and Acquisitions on July 31, 1978, with an effective date of 
September 5, 1978, 43 FR 33450 (July 31, 1978), and has since amended 
or revised the rules and Form on fifteen occasions. The Commission, 
with the concurrence of the Assistant Attorney General, is promulgating 
these amendments to the Form and the Instructions relating to Items 3, 
5, 6, 7, and 8 as well as to Sections 801.1(j), 802.2(g), and 803.2 of 
the Rules as indicated herein.
    Completion of the Form provides the Commission and the Assistant 
Attorney General with information and documentary material necessary to 
conduct an initial review of mergers, acquisitions, and other similar 
transactions ``to determine whether such acquisitions may, if 
consummated, violate the antitrust laws.'' 15 U.S.C. 18a(d). The Form 
is not designed to elicit all potentially relevant information relating 
to a transaction. Instead, the information requested enables the 
Commission and the Assistant Attorney General to determine whether the 
waiting period for a proposed acquisition should be allowed to expire; 
whether a request by one or both of the filing persons for early 
termination of the waiting period should be granted; or whether the 
Commission or the Assistant Attorney General should issue a request for 
additional information and documentary materials pursuant to section 
7A(e) of the HSR Act and 16 CFR 803.20.
    The Form and the Instructions currently require that filing persons 
report revenue data contained in the 1992 Economic Census and the 
``1992 Numerical List of Manufactured and Mineral Products.'' The 
Bureau of the Census has recently published its 1997 versions of the 
Economic Census and the ``Numerical List of Manufactured and Mineral 
Products.'' In these reports, the data is compiled using the NAICS 
which has replaced the SIC as the industrial classification for the 
United States. As a result, the Form, the Instructions, and several 
rules will be amended to replace references to the SIC codes with 
references to the NAICS codes, and references to a 1992 base year to a 
1997 base year.

Statement of Basis and Purpose for the Commission's Revision of the 
Form and the Instructions

    In 1992, OMB established the Economic Classification Policy 
Committee (ECPC).\1\ Among other things, OMB asked the ECPC to evaluate 
the SIC to determine whether it should be revised or it should be 
replaced with a new industry classification system for the United 
States. The ECPC concluded that the SIC should be replaced because it 
did not adequately describe the economy of the United States. 
Specifically, the ECPC noted that the SIC had failed to address two 
significant economic trends which had transformed the economy over the 
last 20 years: the emergence of service-producing industries and the 
rapid development of technology-based industries.
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    \1\ The ECPC was chaired by the Bureau of Economic Analysis, 
U.S. Department of Commerce, with representatives from the Bureau of 
the Census, U.S. Department of Commerce, and the Bureau of Labor 
Statistics, U.S. Department of Labor.
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    After conducting an extensive examination of the economy, the ECPC 
determined that a new industrial classification system would best 
describe the economy if it were based on a production-oriented, or 
supply-based, conceptual framework that grouped together businesses 
using identical or similar production processes. The ECPC also noted 
that a single conceptual framework would add internal consistency to 
the new classification system and would ensure that the system could 
adapt to future economic trends.
    Acting in concert with similar committees in Mexico and Canada, the 
ECPC developed the NAICS to replace the SIC.\2\ The NAICS divides the 
economy into 20 sectors \3\ and identifies nine new service industries 
sectors and 358 new national industries. The NAICS employs a 6-digit 
coding system in which the first two digits designate the sector, the 
third digit designates the subsector, the fourth digit designates the 
industry group, the fifth digit represents the NAICS industry, and the 
sixth digit designates individual national industries (either Canadian, 
Mexican, or United States). A 6-digit NAICS industry code is comparable 
to a 4-digit SIC industry code. A 7-digit NAICS product class code and 
a 10-digit NAICS product code are comparable to a 5-digit SIC product 
class code and a 7-digit SIC product code, respectively.\4\ A review of 
NAICS industry codes is slated for every five years and is expected to 
keep the NAICS current as economic sectors evolve.
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    \2\ The North American Free Trade Agreement provided an impetus 
to create a new industry classification system as well, since the 
United States, Mexico, and Canada favored the development of a 
uniform industrial classification system for North America. Mexico 
and Canada have also adopted NAICS, with variations.
    \3\ A NAICS ``sector'' is comparable to the term ``division'' 
used in the SIC.
    \4\ Information regarding the NAICS can be found in the ``North 
American Industry Classification--United States, 1997'' (1997 NAICS 
Manual) published by the Executive Office of the President, Office 
of Management and Budget should be used to locate NAICS industry 
codes. Information is also is available at www.census.gov, or by 
dialing 1-888-75NAICS.
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    In April, 1997, OMB issued its decision to require all Federal 
statistical agencies that collect or publish data by industry to adopt 
the NAICS as the industrial classification system for the

[[Page 23563]]

United States, 62 FR 17287-17337 (April 9, 1997). However, OMB 
specifically noted that it was not requiring any non-statistical 
agencies, such as the Commission, to use the NAICS because the non-
statistical agencies played no role in the development of the NAICS. 
Instead, OMB noted that non-statistical agencies should utilize the 
NAICS only after the ``head of the agency administering that program 
has . . . determined that the use of such industry definitions is 
appropriate to the implementation of the program's objectives.'' Id.
    The Commission has determined that requiring filing persons to 
report revenue data using the NAICS will further the policy objectives 
of the HSR notification program because the NAICS has several 
characteristics that will contribute to a more meaningful antitrust 
analysis. First, the NAICS was designed to describe the United States 
economy more accurately than the SIC. With its nine new service 
industry sectors and 358 new industries, the NAICS should provide more 
precise comparisons for product markets. The review of the NAICS every 
five years should also provide more accurate comparisons in a dynamic 
economy.
    Second, the Commission has traditionally relied upon the most 
current economic data to analyze the potential anticompetitive effects 
of proposed transactions.\5\ The ``1997 Economic Census'' and the 
``1997 Numerical List of Manufactured and Mineral Products'' published 
by Bureau of the Census contain such data and use the NAICS.
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    \5\ Periodically, the Commission has adjusted the base year when 
the Bureau of the Census published a new ``Economic Census.'' See 45 
FR 14205 (March 5, 1980); 51 FR 10368 (March 26, 1986); 55 FR 31371 
(August 2, 1990); and 60 FR 40704 (August 9, 1995).
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    Third, the NAICS is erected on a production-oriented, or supply-
based, conceptual framework to ensure the internal consistency of its 
industry classifications. Businesses that use identical or similar 
production processes are grouped together. This organizational concept 
will be useful to the Commission and the Assistant Attorney General 
when they evaluate entry and industry overlap issues as part of their 
antitrust analysis of proposed transactions.
    Incorporating the NAICS into the Form and the Instructions will 
ensure that filing persons provide revenues in a format that can be 
compared to the most recent and complete economic data published by the 
Bureau of the Census. The amended Form and Instructions will require 
the 6-digit NAICS industry code where the Form and Instructions 
currently require the 4-digit SIC industry code. Filing persons should 
be aware, however, that certain NAICS industry codes only contain 5-
digits. In those instances, the filing person should add a zero (0) to 
the end of the five-digit code when completing the Form. Seven-digit 
NAICS product class codes and the 10-digit NAICS product codes should 
be used where the Form and Instructions currently require the 5-digit 
SIC class codes and the 7-digit SIC product codes.\6\
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    \6\ Cross-reference tables comparing the 1997 NAICS product 
classes and product codes to the 1992 SIC product classes and vice 
versa, are found in Appendices E and F, respectively, in the ``1997 
Numerical List of Manufactured and Mineral Products.'' For an 
electronic version of the ``Numerical List,'' visit the Bureau of 
Census web site. Click on ``Publications'' and search the 
``Numerical List.'' Where a product code is not listed in the 
specific subsector table refer to the ``Current Industrial Reports'' 
by clicking on the letter ``C'' located on the left grid of the web 
site.
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    We reiterate that filing persons must continue to use the SIC codes 
through June 30, 2001, and that all parties to a transaction must use 
the same classification system. For transactions identified as Section 
801.30 transactions, where the acquiring person files before July 1, 
2001 with the expectation that the acquired person will file on or 
after July 1, 2001, the Premerger Notification Office recommends that 
the acquiring person use the NAICS industry and product codes to ensure 
the efficient handling of the filing.

Amendments to the Form and Instructions

    Items 5, 7, and 8 of the Form and Instructions will require that 
revenue data be provided using the NAICS. References to the SIC codes 
in Section 801.1(j) and Section 802.2(g) will be replaced with NAICS 
references. References to the ``1992 base year'' will replaced with 
``1997 base year'' throughout the Form and Instructions. Filing persons 
should refer to the ``1997 Numerical List of Manufactured and Mineral 
Products'' (EC97M31R-NL) published by the Bureau of the Census to 
locate product class codes and product codes.
    As noted above, several other minor changes to the Form and the 
Instructions will be made. Most of these changes either clarify the 
requirements of the Form and Instructions or correct technical errors 
in earlier versions. In addition, the Insurance Appendix will be 
deleted and filing persons should report revenues from all insurance 
activities in Item 5 of the Form. Finally, Section 803.2 will be 
amended to reflect the deletion of the Insurance Appendix.

Section 801.1(j)  Engaged in Manufacturing

    In Section 801.1(j), the definition of ``Engaged in 
manufacturing,'' will be amended by replacing ``products within 
industries 2000-3999 as coded in the Standard Industrial Classification 
Manual (1972 Edition)'' with ``products within industries in Sectors 
31-33 as coded by the North American Industrial Classification System 
(1997 Edition).'' This amendment is needed to update the definition to 
refer to the applicable NAICS sector rather than the SIC industry code.

Section 802.2(g)  Certain Acquisitions of Real Property Assets

    In Section 802.2(g), the reference to the SIC in the parenthetical 
will be amended by replacing ``(activities within SIC Major Groups 01 
and 02)'' with ``(activities within NAICS sector 11).'' This amendment 
is necessary to update the definition to refer to the applicable NAICS 
sector rather than the SIC industry codes. Section 802.2(g) is also the 
subject of a substantive proposed rule change set forth at 66 FR 8723-
8729 (February 1, 2001), but that change will not affect the 
parenthetical referenced here. The parenthetical reference to 
``(activities within SIC Major Groups 01 and 02)'' will be amended as 
of July 1, 2001, along with the other NAICS changes.

Item 3 of the Instructions

    The last sentence of the Instruction to Item 3(a) will be corrected 
by inserting the word ``involved'' between the words ``persons'' and 
``in.'' In the Instruction to Item 3(c), the reference to ``items 
3(c)(i)-3(c)(viii)'' will be corrected to read ``items 3(c)(i)-
3(c)(vi).''

Item 5 of the Form and Instructions

    The last paragraph of the general instruction to Items 5(a) through 
5(c) will be revised to clarify that persons filing notification should 
report revenues derived by all entities included within the person at 
the time the Notification and Report Form is prepared for each 
applicable subpart of Item 5. Filing persons have always been required 
to provide this information for all entities they controlled at the 
time of filing. The specific reference to the base year in the 
instruction was added because the Commission wanted to make clear that 
information for the base year should be included for those entities 
that were acquired after the base year. Since the instruction has been 
the subject of questions on several

[[Page 23564]]

occasions, the revised language should eliminate any confusion about 
this requirement.
    Item 5(a) will require that the filing person provide 1997 base 
year revenue data for each 6-digit NAICS industry code(s) in which it 
derived revenues. Item 5(b)(i) will require that a filing person 
engaged in manufacturing provide 1997 base year revenue data for each 
10-digit NAICS product code(s) in which it derived any revenues. Item 
5(c) will require that a filing person engaged in non-manufacturing 
activities provide 6-digit NAICS industry revenue data for the most 
recent year.
    Item 5(b)(ii) will require that the filing person identify each 
manufactured product it has added or deleted since 1997 by 10-digit 
NAICS-based product code(s). The filing person must also give the year 
in which the product was added or deleted, and must provide the total 
dollar revenue attributable to each product added for the most recent 
year by 10-digit NAICS-based product code.
    The second paragraph of the Instruction to Item 5(b)(ii) will be 
revised to clarify that while products added by reason of acquisition 
of an entity are not included in this item, products added by reason of 
an acquisition of assets constituting less than an entity should be 
reported. The paragraph will also be revised to clarify that the same 
is true of products deleted by disposition of assets. The reference to 
dispositions of voting securities will be removed in order to correct a 
technical error in the original instructions. (If a product has been 
deleted by a disposition of voting securities, then that issuer is no 
longer within the person filing notification, and no Item 5 information 
is required for that issuer.)
    Item 5(b)(iii) will require that the filing person engaged in 
manufacturing provide revenue data for the most recent year for each 7-
digit NAICS-based class code(s) in which it derived revenues.
    The paragraph following the note to Item 5(c) in the Instructions 
references the Insurance Appendix, which was designed to elicit 
information relating to insurance activities, broken down by type of 
insurance. Over time, the Commission has determined that requiring a 
separate listing for insurance overlaps has not been particularly 
useful. Consequently, all insurance revenues, including those revenues 
previously classified under 2-digit SIC major group 63, will now be 
required to be reported in Item 5. The Insurance Appendix will be 
deleted and this reference in the Instructions will no longer be 
needed.
    Item 5(d)(iv) of the Form and the Instructions will require that 
the filing person identify the source of dollar revenues by 6-digit 
NAICS industry code(s) for a joint venture or other corporation. If the 
joint venture or other corporation is engaged in manufacturing, the 
filing person will be required to specify each 7-digit NAICS-based 
product class code in which it will derive revenues.
    In Item 5(d) of the Form, the number ``(1)'' will be changed to ``( 
i )'' to correct a typographical error.

Item 6 of the Form

    In the heading of Item 6(b) on the Form, the word ``or'' will be 
corrected to ``of,'' so that it reads, ``Shareholders of Person Filing 
Notification.''

Item 7 of the Form and Instructions

    Item 7, which currently requires geographic market information for 
any 4-digit SIC code in which more than one party to the transaction 
derives revenues, will require this geographic market information by 6-
digit NAICS industry code(s).
    Items 7(c)(i-vi) of the Instructions, which require the submission 
of geographic market information by state and, in some instances, by 
county, city or town, will be amended by adding the references to the 
NAICS sectors and subsectors rather than the SIC major groups. The 
reference to the NAICS sectors and subsectors were carefully compared 
with the SIC to ensure that the assignment of NAICS codes to 
subdivisions (i-vi) of Item 7(c) will correspond to the SIC codes 
currently required. For example, the Instructions to Items 7(c)(v) and 
7(c)(vi) will be revised to accommodate a change in classification 
under the NAICS of insurance agencies/brokerages and insurance 
carriers. Insurance agencies and brokerages have always been required 
to list the states in which their establishments are located, while 
insurance carriers are required to list the states in which they are 
licensed to write insurance. Under the SIC, agencies and brokerages 
were reported under Major Group 64, while insurance carriers were 
reported under Major Group 63. Both types of activities are classified 
under Sector 52 in the NAICS, but insurance carriers and insurance 
agencies/brokerages are classified under NAICS Industry Group 5241 and 
5242, respectively. Thus, the Instruction to Item 7(c)(v) will apply to 
insurance agencies/brokers (NAICS Industry Group 5242) and the 
Instruction to Item 7(c)(vi) will apply to insurance carriers (NAICS 
Industry Group 5241).

Item 8 of the Form and Instructions

    Item 8 requires that the acquiring person report certain recent 
acquisitions of assets and voting securities, where the assets or 
voting securities that were previously acquired derived revenues in the 
same 4-digit SIC code as reported in Item 7 in the instant acquisition. 
This item will ask for this information by 6-digit NAICS industry 
code(s).
    The instruction to Item 8 will be revised to clarify that 
information should be provided as to any previous acquisitions where 
such acquisitions were of a controlling interest in an issuer with 
sales or assets satisfying the threshold in the instruction. The 
previous language, requiring the listing of acquisitions of ``more than 
50 percent'' of the voting securities of an entity, did not technically 
encompass an acquisition of exactly 50 percent, which also would 
constitute a controlling interest. The instruction for asset 
acquisitions will also be revised to require the listing of any 
previous acquisition of assets valued at or above the statutory size-
of-transaction test at the time of their acquisition, rather than any 
acquisition of more than 50 percent of the assets of an entity. 
Requiring the listing of asset acquisitions of a potentially reportable 
size at the time of their acquisition, and therefore deemed by Congress 
to warrant antitrust scrutiny, should yield more meaningful information 
than the listing of acquisitions of over 50 percent of the assets of an 
entity with assets of $10 million or more, which could be extremely 
small and of little antitrust significance. In addition, the 
requirement to provide annual net sales and total assets of the 
acquired entity in the year prior to the acquisition has been 
eliminated. Numerous informal comments have been received over the 
years indicating that this information is often difficult to obtain, 
particularly for prior acquisitions of assets. The agencies have 
determined that the burden placed on persons filing notification 
outweighs the usefulness of the information in analyzing the antitrust 
implications of the transaction. Accordingly, Items 8(e) and 8(f) will 
be deleted and Item 8(g) will be redesignated as Item 8(e).

Insurance Appendix and Section 803.2

    As noted in Item 5, this appendix will be deleted in its entirety. 
Section 803.2 has been amended to reflect the deletion.

Administrative Procedure Act

    The requirement to publish a notice of proposed rulemaking and 
afford an

[[Page 23565]]

opportunity for public comment under the Administrative Procedure Act 
does not apply when an agency for good cause finds that such procedure 
would be ``impracticable, unnecessary, or contrary to the public 
interest.'' See 5 U.S.C. 553(b)(A).
    The Commission believes that a notice of proposed rulemaking with 
public comment is unnecessary here. The NAICS has already become the 
U.S. standard as an industrial classification system for statistical 
agencies, replacing the SIC. The NAICS is used by all federal 
statistical agencies, and has already been widely adopted by state 
agencies, trade associations, private businesses, and other 
organizations. Moreover, as noted earlier, the use of the NAICS will 
improve both the accuracy and consistency of data submitted by filing 
parties and the evaluation of entry and industry overlap issues as part 
of the Commission's premerger antitrust analysis. In addition, these 
revisions will not alter or otherwise affect the substantive rights of 
the filing parties or the standards by which the Commission is required 
to conduct such premerger review. Finally, the publication of this 
interim rule is being made to provide the public with ample opportunity 
to implement the change to the NAICS from the SIC.
    Nonetheless, the Commission is soliciting comment regarding the 
July 1, 2001 effective date of these amendments to ascertain whether it 
provides sufficient time for filing persons to comply.
    After the comment period, the Commission will publish a notice and 
final rule in the Federal Register. The notice will discuss comments 
received and will indicate the action taken by the Commission in light 
of such comments.

Regulatory Flexibility Act

    The information required by the amended Form is substantially the 
same as the information elicited on the current Form. The only 
difference is that filing persons will be required to report revenue 
data using the NAICS instead of the SIC in Items 5, 7, and 8. The 
change in base year simply requires that filing persons use data from 
the ``1997 Economic Census'' rather than data from the ``1992 Economic 
Census.'' The ministerial changes clarify or simplify existing 
practices.
    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. Because of the size of the 
transactions necessary to invoke a Hart-Scott-Rodino filing,\7\ the 
premerger notification rules rarely, if ever, affect small businesses. 
The recent amendments to section 7A of the Clayton Act and the 
Commission's implementing rule amendments were intended to reduce the 
burden of the premerger notification program by exempting all 
transactions valued at $50 million or less.
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    \7\ As noted in the Commission's recent publication of interim 
rules amending the premerger notification rules, the increase in 
reporting threshold from $15 million to $50 million has 
significantly reduced the number of entities affected by the 
premerger notification program. See 66 FR 8680, 8687 (February 2, 
2001).
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    Furthermore, most federal statistical agencies have adopted the 
NAICS since 1997. Accordingly, many companies that currently file HSR 
notifications have submitted economic information to the Bureau of the 
Census using the NAICS codes since 1997. For these filing persons, 
reporting base year revenue data classified under the NAICS should 
present little difficulty. For persons that do not have base year 
revenue data coded under the NAICS, the delayed effective date of the 
amendments to the Form should provide sufficient time to convert their 
SIC data to the NAICS format with minimal burden. Finally, potential 
filers have always been required to provide base year data from the 
most recent Economic Census since the inception of the Form in 1978.
    In light of the foregoing, the Commission certifies that the 
amendments to the Form will not have a significant economic impact on a 
substantial number of small entities within the meaning of the 
Regulatory Flexibility Act, 5 U.S.C. 601-612. Thus, neither an initial 
nor a final regulatory flexibility analysis of this revision is 
required. 5 U.S.C. 605. This document serves as the required notice of 
this certification to the Small Business Administration.

Paperwork Reduction Act

    The Commission's revisions to the Form do not ``substantive[ly] or 
material[ly] modify'' the existing terms of the currently approved 
collection of information (OMB Control Number 3084-0005) to necessitate 
OMB's further review and approval. See 44 U.S.C. 3507(h)(3); 5 CFR 
1320.5(g).

List of Subjects in 16 CFR Parts 801, 802, and 803

    Antitrust, Business and industry, Reporting and recordkeeping 
requirements.

    For the reasons stated in the preamble, the Commission amends 16 
CFR part 801, 802, and 803 as follows:

PART 801--COVERAGE RULES

    1. The authority citation for part 801 continues to read as 
follows:

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


    2. Amend Sec. 801.1 by revising paragraph (j) to read as follows:


Sec. 801.1  Definitions

* * * * *
    (j) Engaged in manufacturing. A person is engaged in manufacturing 
if it produces and derives annual sales or revenues in excess of $1 
million from products within industries in Sectors 31-33 as coded by 
the North American Industrial Classification System (1997 Edition) 
published by the Executive Office of the President, Office of 
Management and Budget.
* * * * *

PART 802--EXEMPTION RULES

    3. The authority citation for part 802 continues to read as 
follows:

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


    4. Amend Sec. 802.2 by revising paragraph (g) to read as follows:


Sec. 802.2  Certain acquisitions of real property assets.

* * * * *
    (g) Agricultural property. An acquisition of agricultural property, 
assets incidental to the ownership of such property and associated 
agricultural assets shall be exempt from the requirements of the act. 
Agricultural property is real property and assets that primarily 
generate revenues from the production of crops, fruits, vegetables, 
livestock, poultry, milk and eggs (activities within NAICS sector 11).
* * * * *

PART 803--TRANSMITTAL RULES

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

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


    6. Amend Sec. 803.2 by revising paragraphs (b) introductory text, 
(b)(1) introductory text, and (c) introductory text as set forth below.


Sec. 803.2  Instructions applicable to Notification and Report Form.

* * * * *

[[Page 23566]]

    (b) Except as provided in paragraph (b)(2) of this section and 
paragraph (c) of this section:
    (1) items 5-8 of the Notification and Report Form must be 
completed--
* * * * *
    (c) In response to items 5, 7, and 8 of the Notification and Report 
Form--
* * * * *

    7. The Appendix to Part 803 is amended by revising pages I, II, 
III, IV, V, VI of the instructions to the Antitrust Improvements Act 
Notification and Report Form for Certain Mergers and Acquisitions, and 
pages 1 through 15 of the Notification and Report Form for Certain 
Mergers and Acquisitions to read as follows:


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Appendix to Part 803
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* * * * *

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 01-11592 Filed 5-8-01; 8:45 am]
BILLING CODE 6750-01-C