[Federal Register Volume 79, Number 87 (Tuesday, May 6, 2014)]
[Rules and Regulations]
[Pages 25662-25667]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-09821]



16 CFR Part 803

Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.


SUMMARY: The Commission is amending the Hart-Scott-Rodino (``HSR'') 
Premerger Notification Rules (the ``Rules''), and the Premerger 
Notification and Report Form and associated Instructions (``Form and 
Instructions'') to reflect the new address of the Commission's 
Premerger Notification Office (the ``PNO'').

DATES: Effective May 6, 2014.

FOR FURTHER INFORMATION CONTACT: Robert L. Jones, Assistant Director, 
Premerger Notification Office, Bureau of Competition, Room 5301, 
Federal Trade Commission, 400 7th Street SW., Washington, DC 20024. 
Telephone: (202) 326-3100, Email: rjones@ftc.gov.



    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers or acquisitions to file with the Federal Trade 
Commission (the ``Commission'' or ``FTC'') and the Antitrust Division 
of the Department of Justice (the ``Assistant Attorney General'' or the 
``Antitrust Division'') (together the ``Antitrust Agencies'' or 
``Agencies'') to allow the agencies to conduct their initial review of 
a proposed transaction's competitive impact and requires the parties to 
wait a specified period of time before consummating such transactions. 
The reporting requirement and the waiting period that it triggers are 
intended to enable the Antitrust Agencies to determine whether a 
proposed merger or acquisition may violate the antitrust laws if 
consummated and, when appropriate, to seek a preliminary injunction in 
federal court to prevent consummation, pursuant to Section 7 of the 
    Section 7A(d)(1) of the Act, 15 U.S.C. 18a(d)(1), directs the 
Commission, with the concurrence of the Assistant Attorney General, in 
accordance with the Administrative Procedure Act, 5 U.S.C. 553, to 
require that premerger notification be in such form and contain such 
information and documentary material as may be necessary and 
appropriate to determine whether the proposed transaction may, if 
consummated, violate the antitrust laws. Section 7A(d)(2) of the Act, 
15 U.S.C. 18a(d)(2), grants the Commission, with the concurrence of the 
Assistant Attorney General, in accordance with 5 U.S.C. 553, the 
authority to define the terms used in the Act and prescribe such other 
rules as may be necessary and appropriate to carry out the purposes of 
Sec.  7A.
    Pursuant to that authority, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Rules, codified in 16 CFR 
Parts 801, 802 and 803, and the Form and its associated Instructions, 
codified at Part 803--Appendix, to govern the form of premerger 
notifications to be provided by merging parties. The Form is designed 
to provide the Commission and the Assistant Attorney General with the 
information and documentary material necessary for an initial 
evaluation of the potential anticompetitive impact of significant 
mergers, acquisitions and certain similar transactions.

Changes to the Form, Instructions and Rules

    The Commission is amending Section 803.10 of the Rules, as well as 
the accompanying Form and Instructions, to incorporate the new address 
of the PNO. Accordingly, the Commission is updating the address of the 
PNO in the General Instructions (Information and Filing Sections), in 
the Disclosure Notice section of the Form, and in Section 
803.10(c)(1)(i) of the Commission's Rules, to read as follows: 
Premerger Notification Office, Federal Trade Commission, Room 5301, 400 
7th Street SW., Washington, DC 20024.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the APA, notice and comment are not 
required ``when the agency for good cause finds (and incorporates the 
finding and a brief statement of reasons therefore in the rules issued) 
that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' 5 U.S.C. 

[[Page 25663]]

    The Commission is updating the address for submission of premerger 
notification forms in the Rule and the Appendix to Part 803 to reflect 
the PNO's new address. It does not involve any substantive changes in 
the Rule's requirements for entities subject to the Rule. Accordingly, 
the Commission finds that public comment is unnecessary.
    In addition, under the APA, a substantive final rule is required to 
take effect at least 30 days after publication in the Federal Register 
unless an agency finds good cause that the rule should become effective 
sooner. 5 U.S.C. 553(d). However, this is purely a clerical change and 
is not a substantive rule change. Moreover, prompt adoption of this 
amendment is necessary to alert the public of the updated address for 
filing of premerger notification forms. Therefore, the Commission finds 
good cause to dispense with a delayed effective date.
    For these reasons, the Commission finds that there is good cause 
for adopting this final rule as effective on April 28, 2014, without 
prior public comment.

Regulatory Flexibility Act

    Under the Regulatory Flexibility Act (``RFA''), 5 U.S.C. 601-612, 
an agency must prepare a regulatory flexibility analysis for all 
proposed and final rules that describes the impact of the rule on small 
entities, unless the head of the agency certifies that the rule will 
not have a ``significant economic impact on a substantial number of 
small entities.'' 5 U.S.C. 605(b). However, the RFA applies only to 
rules for which an agency publishes a general notice of proposed 
rulemaking. 5 U.S.C. 603(a), 604(a). As discussed above, the Commission 
has determined for good cause that the APA does not require notice and 
public comment on this rule. Accordingly, the RFA does not apply to 
this final rule.

Paperwork Reduction Act

    These changes do not contain any record maintenance, reporting or 
disclosure requirements that would constitute agency ``collections of 
information'' that would have to be submitted for clearance and 
approval by the Office of Management and Budget under the Paperwork 
Reduction Act of 1995, 44 U.S.C. 3501-3518.

List of Subjects in 16 CFR Part 803


    For the reasons stated in the preamble, the Federal Trade 
Commission amends 16 CFR part 803 as set forth below:


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

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

2. Amend Sec.  803.10 by revising paragraphs (c)(1) introductory text 
and (c)(1)(i) to read as follows:

Sec.  803.10  Running of time.

* * * * *
    (c)(1) Date of receipt and means of delivery. For purposes of this 
section, these procedures shall apply.
    (i) The date of receipt shall be the date on which delivery is 
effected to the designated offices (Premerger Notification Office, 
Federal Trade Commission, Room 5301, 400 7th Street SW., Washington, DC 
20024 and Director of Civil Enforcement, Office of Operations, 
Antitrust Division, Department of Justice, 950 Pennsylvania Avenue NW., 
Room 3335, Washington, DC 20530) during normal business hours. 
Delivery should be effected directly to the designated offices, either 
by hand or by certified or registered mail. In the event one or both of 
the delivery sites are unavailable, the FTC and DOJ may designate 
alternate sites for delivery of the filing. Notification of the 
alternate delivery sites will normally be made through a press release 
and, if possible, on the http://www.ftc.gov and https://www.hsr.gov Web 
* * * * *
3. In the Appendix to part 803, revise Page 10 of the Notification and 
Report Form for Certain Mergers and Acquisitions, and pages I and II of 
the Instructions, to read as follows:

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

* * * * *

[[Page 25664]]


[[Page 25665]]


[[Page 25666]]


[[Page 25667]]

* * * * *

    By direction of the Commission.
Donald S. Clark,

[FR Doc. 2014-09821 Filed 5-5-14; 8:45 am]