[Federal Register Volume 66, Number 130 (Friday, July 6, 2001)]
[Rules and Regulations]
[Pages 35541-35544]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-16932]


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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: Final rule.

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SUMMARY: This final rule amends the Antitrust Improvements Act 
Notification and Report Form (``Form'') which must be completed and 
submitted by persons required to report mergers and acquisitions 
pursuant to section 7A of the Clayton Act, as added by the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 (``HSR Act''). The telephone 
number for the Bureau of the Census appearing on the Instructions in 
the Interim Rules will be deleted as this telephone number is no longer 
referenced on the Bureau of the Census web page. Persons requiring 
information on NAICS should refer to the Census web page at 
www.census.gov. Otherwise, this final rule implements the Interim Rules 
as published on May 9, 2001.

DATE: This final rule is effective July 1, 2001.

FOR FURTHER INFORMATION CONTACT: Marian R. Bruno, Assistant Director, 
or Alice M. Villavicencio, Compliance Specialist, Premerger 
Notification Office, Bureau of Competition, Room 301, Federal Trade 
Commission, 600 Pennsylvania Avenue, NW., Washington, DC 20580. 
Telephone (202) 326-3100.

SUPPLEMENTARY INFORMATION:   

Discussion of Comments

    On May 9, 2001, the Commission published Interim Rules amending the 
Form, and Insurance Appendix contained in 16 CFR Part 803, and amending 
the Rules, 16 CFR Parts 801 and 802 (66 FR 23561). The Interim Rules 
solicited public comments regarding the effective date of July 1, 2001.
    The Commission received three public comments. The first comment, 
dated May 25, 2001, was submitted by Nortel Networks, Inc. (Mary M. 
Cross and Monica L. Lester). This comment asserts that the July 1, 
2001, effective date causes a burden for larger ``calendar year'' 
companies, such as Nortel, to comply with a midyear effective date and 
that a January 1, 2002 effective date is more efficient. The comment 
explains that the company will have difficulty in compiling data on the 
revenues generated by its products and in classifying its 1997 and 2000 
revenues to the NAICS because Nortel operates various lines of 
businesses and reports revenue information on a calendar-year basis. It 
anticipates that other larger companies may have similar experiences 
during the transition. The second comment, dated June 7, 2001, was 
submitted by Emerson Electric Company (Richard J. Schlueter). This 
comment suggests that the Commission postpone the effective date, or in 
the alternative, that the Commission allow an unspecified grace period, 
permitting larger companies to submit revenue data using either the SIC 
or the NAICS while making the transition.
    The third comment, dated May 16, 2001, was submitted by Taft, 
Stettinius, & Hollister LLP (Thomas C. Hill) and did not address the 
effective date of these amendments. Comment three recommends that the 
dollar threshold in Item 8 be raised. This comment will remain under 
consideration and may be addressed by future rulemaking.
    The sparse number of comments leads the Commission to conclude that 
the vast majority of persons filing notification are able and ready to 
report revenue data using the NAICS. The Commission concludes that an 
effective date of July 1, 2001, remains appropriate.

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.''

[[Page 35542]]

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,\1\ 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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    \1\ 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 acquisitions 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 have provided 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 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.

    Accordingly, for the reasons stated in the preamble, the Commission 
adopts as final the Interim Rule amending 16 CFR Parts 801, 802, and 
803, which was published at 66 FR 23561, on May 9, 2001, with the 
following change:

PART 803--TRANSMITTAL RULES

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

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

    2. Amend the Appendix to Part 803 by revising page I of the 
Instructions to the Antitrust Improvements Act Notification and Report 
Form for Certain Mergers and Acquisitions to read as follows:

Appendix to Part 803

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    Dated: Approved by the Commission on June 28, 2001.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 01-16932 Filed 7-5-01; 8:45 am]
BILLING CODE 6750-01-C