[Federal Register Volume 68, Number 16 (Friday, January 24, 2003)]
[Proposed Rules]
[Pages 3477-3478]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-1545]


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DEPARTMENT OF THE TREASURY

Internal Revenue Service

26 CFR Part 1

[REG-126485-01]
RIN 1545-BA06


Statutory Mergers and Consolidations

AGENCY: Internal Revenue Service (IRS), Treasury.

ACTION: Notice of proposed rulemaking by cross-reference to temporary 
regulations; notice of public hearing; and withdrawal of previous 
notice of proposed rulemaking.

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SUMMARY: In the rules and regulations section of this issue of the 
Federal Register, the IRS is issuing temporary regulations relating to 
transactions involving corporations engaging in statutory mergers and 
consolidations. The text of those regulations also serves as the text 
of these proposed regulations. This document also provides notice of a 
public hearing on these proposed regulations. This document also 
withdraws the notice of proposed rulemaking published in the Federal 
Register at 66 FR 57400 (REG-126485-01) on November 15, 2001.

DATES: Written or electronic comments and outlines of topics to be 
discussed at the public hearing scheduled for May 21, 2003 at 10 a.m. 
must be received by April 24, 2003.

ADDRESSES: Send submissions to: CC:ITA:RU (REG-126485-01), Room 5226, 
Internal Revenue Service, POB 7604, Ben Franklin Station, Washington, 
DC 20044.
    Submissions may be hand delivered Monday through Friday between the 
hours of 8 a.m. and 5 p.m. to: CC:ITA:RU (REG-126485-01), Courier's 
Desk, Internal Revenue Service, 1111 Constitution Avenue, NW., 
Washington, DC. Alternatively, taxpayers may submit electronic comments 
directly to the IRS Internet site at http://www.irs.gov/regs. The 
public hearing will be held in room 4718 of the Internal Revenue 
Building, 1111 Constitution Avenue, NW., Washington, DC.

FOR FURTHER INFORMATION CONTACT: Concerning the proposed regulations, 
Richard M. Heinecke or Reginald Mombrun at (202) 622-7930; concerning 
submissions of comments, the hearing, and/or to be placed on the 
building access list to attend the hearing, Guy R. Traynor, (202) 622-
7180 (not toll-free numbers).

SUPPLEMENTARY INFORMATION:

Background and Explanation of Provisions

    On November 15, 2001, the IRS and Treasury published in the Federal 
Register at 66 FR 57400 a notice of proposed rulemaking (REG-126485-01) 
under section 368(a)(1)(A) of the Internal Revenue Code of 1986 (Code). 
Those proposed regulations are withdrawn.
    Temporary regulations in the rules and regulations section of this 
issue of the Federal Register amend the Income Tax Regulations (26 CFR 
part 1) relating to section 368(a)(1)(A). The temporary regulations set 
forth certain definitions and explanations with respect to certain 
transactions that qualify as statutory mergers and consolidations. The 
text of those regulations also serves as the text of these proposed 
regulations. The preamble to the temporary regulations explains the 
amendments.

Special Analyses

    It has been determined that this notice of proposed rulemaking is 
not a significant regulatory action as defined in Executive Order 
12866. Therefore, a regulatory assessment is not required. It also has 
been determined that section 553(b) of the Administrative Procedure Act 
(5 U.S.C. chapter 5) does not apply to these regulations, and because 
these regulations do not impose a collection of information on small 
entities, the Regulatory Flexibility Act (5 U.S.C. chapter 6) does not 
apply. Pursuant to section 7805(f) of the Code, this notice of proposed 
rulemaking will be submitted to the Chief Counsel for Advocacy of the 
Small Business Administration for comment on their impact.

Comments and Requests for a Public Hearing

    Before these proposed regulations are adopted as final regulations, 
consideration will be given to any written comments (a signed original 
and eight copies) or electronic comments that are submitted timely to 
the IRS. The IRS and Treasury Department specifically request comments 
on the clarity of the proposed rule and how it may be made easier to 
understand. All comments will be available for public inspection and 
copying.
    A public hearing has been scheduled for May 21, 2003, beginning at 
10 a.m. in room 4718 of the Internal Revenue Building, 1111 
Constitution Avenue, NW., Washington, DC. Due to building security 
procedures, visitors must enter at the Constitution Avenue entrance. In 
addition, all visitors must present photo identification to enter the 
building. Because of access restrictions, visitors will not be admitted 
beyond the immediate entrance area more than 30 minutes before the 
hearing starts. For information about having your name placed on the 
building access list to attend the hearing, see the FOR FURTHER 
INFORMATION CONTACT section of this preamble.
    The rules of 26 CFR 601.601(a)(3) apply to the hearing. Persons who 
wish to present oral comments at the hearing must submit written 
comments and an outline of the topics to be discussed and the time to 
be devoted to each topic (signed original and eight copies) by April 
24, 2003. A period of 10 minutes will be allotted to each person for 
making comments. An agenda showing the scheduling of the speakers will 
be prepared after the deadline for receiving outlines has passed. 
Copies of the agenda will be available free of charge at the hearing.

Drafting Information

    The principal author of these regulations is Richard M. Heinecke, 
Office of Associate Chief Counsel (Corporate). However, other personnel 
from the IRS and Treasury Department participated in their development.

List of Subjects in 26 CFR Part 1

    Income taxes, Reporting and recordkeeping requirements.

Withdrawal of Proposed Amendments

    Accordingly, under the authority of 26 U.S.C. 7805, the proposed 
amendment to 26 CFR part 1 that was published in the Federal Register 
on Thursday, November 15, 2001 (66 FR 57400), is withdrawn.

Proposed Amendments to the Regulations

    Accordingly, 26 CFR part 1 is proposed to be amended as follows:

PART 1--INCOME TAXES

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

    Authority: 26 U.S.C. 7805 * * *

    Par. 2. In Sec.  1.368-2, paragraph (b)(1) is revised to read as 
follows:

[[Page 3478]]

Sec.  1.368-2  Definition of terms.

(The text of proposed Sec.  1.368-2 is the same as the text of Sec.  
1.368-2T published elsewhere in this issue of the Federal Register.)

    Approved: January 17, 2003.
David A. Mader,
Assistant Deputy Commissioner of Internal Revenue.
[FR Doc. 03-1545 Filed 1-23-03; 8:45 am]
BILLING CODE 4830-01-P