[Federal Register Volume 69, Number 30 (Friday, February 13, 2004)]
[Notices]
[Pages 7225-7227]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-3288]


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FEDERAL TRADE COMMISSION


Agency Information Collection Activities; Proposed Collection; 
Comment Request; Extension

AGENCY: Federal Trade Commission.

ACTION: Notice.

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SUMMARY: The information collection requirements described below will 
be submitted to the Office of Management and Budget (``OMB'') for 
review, as required by the Paperwork Reduction Act (``PRA''). The 
Federal Trade Commission (``FTC'') is soliciting public comments on its 
proposal to extend through May 31, 2007 the current PRA clearance for 
information collection requirements contained in 16 CFR parts 801-803 
(``the HSR rules''). That clearance expires on May 31, 2004.

DATES: Comments must be filed by April 13, 2004.

ADDRESSES: Interested parties are invited to submit written comments. 
Comments should refer to ``HSR Rules: Paperwork Comment'' to facilitate 
the organization of comments. A comment filed in paper form should 
include this reference both in the text and on the envelope, and should 
be mailed or delivered to the following address: Federal Trade 
Commission/Office of the Secretary, Room 159-H, 600 Pennsylvania 
Avenue, NW., Washington, DC 20580. Comments containing confidential 
material must be filed in paper form, as explained in the Supplementary 
Information section. The FTC is requesting that any comment filed in 
paper form be sent by courier or overnight service, if possible, 
because U.S. postal mail in the Washington area and at the Commission 
is subject to delay due to heightened security precautions. A public 
comment that does not contain any material for which confidential 
treatment is requested may instead be filed in electronic form (in 
ASCII format, WordPerfect, Microsoft Word, or PDF), as part of or as an 
attachment to an email message sent to the following email box: [email protected].
    The FTC Act and other laws the Commission administers permit the 
collection of public comments to consider and use in this proceeding as 
appropriate. All timely and responsive public comments, whether filed 
in paper or electronic form, will be considered by the Commission, and 
will be available to the public on the FTC Web site, to the extent 
practicable, at www.ftc.gov. As a matter of discretion, the FTC makes 
every effort to remove home contact information for individuals from 
the public comments it receives before placing those comments on the 
FTC Web site. More information, including routine uses permitted by the 
Privacy Act, may be found in the FTC's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

FOR FURTHER INFORMATION CONTACT: Requests for additional information 
should be addressed to B. Michael Verne, 600 Pennsylvania Ave., NW., 
Room 301, Washington, DC 20580. Telephone: (202) 326-3100.

SUPPLEMENTARY INFORMATION: Under the PRA (44 U.S.C. 3501-3520), Federal 
agencies must obtain approval from OMB for each collection of 
information they conduct or sponsor. ``Collection of information'' 
means agency requests or requirements that members of the public submit 
reports, keep records, or provide information to a third party. 44 
U.S.C. 3502(3), 5 CFR 1320.3(c). As required by section 3506(c)(2)(A) 
of the PRA, the FTC is providing this opportunity for public comment 
before requesting that OMB extend the existing paperwork clearance for 
the HSR Rules.
    The FTC invites comments on: (1) Whether the proposed collection of 
information is necessary for the proper performance of the functions of 
the agency, including whether the information will have practical 
utility; (2) the accuracy of the agency's estimate of the burden of the 
proposed collection of information, including the validity of the 
methodology and assumptions used; (3) ways to enhance the quality, 
utility, and clarity of the information to be collected; and (4) ways 
to minimize the burden of the collection of information on those who 
are to respond, including through the use of appropriate automated, 
electronic, mechanical, or other technological collection techniques or 
other forms of information technology, e.g., permitting electronic 
submission of responses.
    All persons are hereby given notice of the opportunity to submit 
written data, views, facts, and arguments addressing the issues raised 
by this Notice. Written comments must be submitted on or before April 
13, 2004. Comments should

[[Page 7226]]

refer to ``HSR Rules: Paperwork Comment'' to facilitate the 
organization of comments. A comment filed in paper form should include 
this reference both in the text and on the envelope, and should be 
mailed or delivered to the following address: Federal Trade Commission/
Office of the Secretary, Room 159-H, 600 Pennsylvania Avenue, NW., 
Washington, DC 20580. If the comment contains any material for which 
confidential treatment is requested, it must be filed in paper (rather 
than electronic) form, and the first page of the document must be 
clearly labeled ``Confidential.'' \1\ The FTC is requesting that any 
comment filed in paper form be sent by courier or overnight service, if 
possible, because U.S. postal mail in the Washington area and at the 
Commission is subject to delay due to heightened security precautions. 
A public comment that does not contain any material for which 
confidential treatment is requested may instead be filed in electronic 
form (in ASCII format, WordPerfect, Microsoft Word, or PDF), as part of 
or as an attachment to an email message sent to the following email 
box: [email protected].
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    \1\ Commission Rule 4.2(d), 16 CFR 4.2(d). The comment must be 
accompanied by an explicit request for confidential treatment, 
including the factual and legal basis for the request, and must 
identify the specific portions of the comment to be withheld from 
the public record. The request will be granted or denied by the 
Commission's General Counsel, consistent with applicable law and the 
public interest. See Commission Rule 4.9(c), 16 CFR 4.9(c).
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    The FTC Act and other laws the Commission administers permit the 
collection of public comments to consider and use in this proceeding as 
appropriate. All timely and responsive public comments, whether filed 
in paper or electronic form, will be considered by the Commission, and 
will be available to the public on the FTC Web site, to the extent 
practicable, at www.ftc.gov. As a matter of discretion, the FTC makes 
every effort to remove home contact information for individuals from 
the public comments it receives before placing those comments on the 
FTC Web site. More information, including routine uses permitted by the 
Privacy Act, may be found in the FTC's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

Background Information

    Section 7A of the Clayton Act (``the 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, requires all persons contemplating certain 
mergers or acquisitions to file notification with the Commission and 
the Assistant Attorney General and to 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.'' 15 
U.S.C. 18a(d). 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.'' Id.
    Pursuant to that section, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Antitrust Improvements 
Act Rules (``the HSR rules'') and Notification and Report Form for 
Certain Mergers and Acquisitions (``the Form''). Changes of a 
substantive nature have been made in the HSR rules or the Form on a 
number of occasions.

Burden Statement

    Estimated total annual hours burden: 86,828 hours.
    In its 2001 PRA submission to OMB regarding the HSR rules, FTC 
staff estimated that there are 30 ``index filings'' under Clayton Act 
Sections 7A(c)(6) and 7A(c)(8) that require 2 hours per filing, and 
4,811 non-index filings that require an average of 39 hours per 
filing.\2\ Staff also estimated that a total of 110 transactions would 
require an additional 40 hours of burden associated with the more 
precise determination of transaction value as a result of the 
introduction of a tiered filing fee system.\3\ Thus, the total 
estimated hours burden was 192,089 hours [(30 index-filings x 2 hours) 
+ (4,811 non-index filings x 39 hours) + (110 transactions x 40 
hours)].
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    \2\ Clayton Act Sections 7A(c)(6) and (c)(8) exempt from the 
requirements of the premerger notification program certain 
transactions that are subject to the approval of other agencies, but 
only if copies of the information submitted to these other agencies 
are also submitted to the FTC and the Assistant Attorney General. 
Thus, parties must submit copies of these filings, which are 
included in the totals shown, but completing the task requires 
significantly less time than non-exempt transactions.
    \3\ This represents approx. 4.6% of the total estimated non-
index transactions for 2001. Only the acquiring person is required 
to determine the value of the transaction.
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    The one amendment to the HSR rules since staff's 2001 PRA 
submission to OMB did not ``affect the information collection 
requirements of the premerger notification program'' and did not 
require OMB review. See 67 FR 11904, 11906 (Mar. 18, 2002). Thus, the 
disclosure and notification requirements in the HSR rules remain the 
same since staff's prior submission to OMB.
    Although there has been no change in disclosure and notification 
requirements, staff estimates that there will be a reduced number of 
filings in FY 2004 from the number of filings estimated in staff's 2001 
PRA submission to OMB.\4\ Using the same percentage as the 2001 
submission, staff estimates that 50 of the total non-index transactions 
will require the additional 40 hours of burden associated with a more 
precise valuation. Accordingly staff estimates total hours to comply 
with the HSR rules is 86,828 hours [(21 filings x 2 hours) + (2,174 
filings x 39 hours) + (50 transactions x 40 hour)].
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    \4\ Filings have dropped significantly in recent years, although 
staff expects the total number of filings for FY 2004 to increase 
from the FY 2003 total (1,995) in light of the improving economy and 
increasing merger activity. Staff expects a 10% increase over the FY 
2003 total to 2,195 [1995 filings x (1.00 + .10)]. Staff similarly 
expects the number of index filings to increase by 10% over the FY 
2003 total to 21 [19 index filings x (1.00 + .10)], leaving a total 
of 2,174 non-index filings. The estimated level of filings for FY 
2004 is still lower than the estimated number of filings in staff's 
2001 PRA submission to OMB.
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    This is a conservative estimate. In estimating PRA burden, staff 
considered ``the total time, effort, or financial resources expended by 
persons to generate, maintain, retain, disclose or provide information 
to or for a Federal agency.'' 5 CFR 1320.3(b)(1). This includes 
``developing, acquiring, installing, and utilizing technology and 
systems for the purpose of disclosing and providing information.'' 5 
CFR 1320.3(b)(1)(iv). Although not expressly stated in the OMB 
regulation implementing the PRA, the definition of burden arguably 
includes upgrading and maintaining computer and other systems used to 
comply with a rule's requirements. Conversely, to the extent that these 
systems are used in the ordinary course of business independent of the 
Rule, their associated upkeep would fall outside the realm of PRA 
``burden.''
    Industry has been subject to the basic provisions of the HSR Rules 
since 1978. Thus, businesses have had several years (and some have had 
decades) to integrate compliance systems into their business 
procedures. Accordingly, most companies now maintain records and 
provide updated order information of the kind required by the HSR Rules 
in their ordinary course of business. Nevertheless, staff 
conservatively assumes that the time devoted to compliance with the 
Rule by existing

[[Page 7227]]

and new companies remains unchanged from its preceding estimate.
    Estimated labor costs: $36,902,000 (rounded to the nearest 
thousand).
    Using the burden hours estimated above, the total labor cost 
associated with the HSR Rules, based on a conservative estimated 
average of $425/hour for executives' and attorneys' wages, would be 
approximately $36.9 million (86,828 hours x $425/hour).
    Estimated annual non-labor cost burden: $0 or minimal.
    The applicable requirements impose minimal start-up costs, as 
businesses subject to the HSR Rules generally have or obtain necessary 
equipment for other business purposes. Staff believes that the above 
requirements necessitate ongoing, regular training so that covered 
entities stay current and have a clear understanding of federal 
mandates, but that this would be a small portion of and subsumed within 
the ordinary training that employees receive apart from that associated 
with the information collected under the HSR Rules.

John D. Graubert,
Acting General Counsel.
[FR Doc. 04-3288 Filed 2-12-04; 8:45 am]
BILLING CODE 6750-01-P