ANTITRUST IMPROVEMENTS ACT\
NOTIFICATION AND REPORT FORM\
for Certain Mergers and Acquisitions

**INSTRUCTIONS**

**GENERAL**

The Answer Sheets (pp. 1-15) constitute the Notification and Report Form
(\"the Form\") required to be submitted pursuant to § 803.1(a) of the
premerger notification rules (\"the rules\"). Filing persons need not,
however, record their responses on the Form.

These instructions specify the information which must be provided in
response to the Items on the Answer Sheets. Only the completed Answer
Sheets, together with all documentary attachments, are to be filed with
the Federal Trade Commission and the Department of Justice.

Persons providing responses on attachment pages rather than on answer
sheets must submit a complete set of attachment pages with each copy of
the Form.

The term \"documentary attachments\" refers to materials supplied in
responses to Item 3(d), Item 4 and to submissions pursuant to
§§ 803.1(b) and 803.11 of the rules.

**Information**-The central office for information and assistance
concerning the rules, 16 CFR Parts 801-803, and the Form is Room 303,
Federal Trade Commission, 600 Pennsylvania Avenue, N.W., Washington,
D.C. 20580, phone (202) 326-3100.

**Definitions**-The definitions and other provisions governing this Form
are set forth in the rules, 16 CFR Parts 801-803. The governing statute,
the rules, and the Statement of Basis and Purpose for the rules are set
forth at 43 FR 33450 (July 31, 1978), 44 FR 66781 (November 22, 1979)
48 FR 34427 (July 29, 1983) and Pub. L. No. 106-533, 114 Stat. 2762.

**Affidavit**-Attach the affidavit required by § 803.5 to page 1 of the
Form. Affidavits are not required if the person filing notification is
an acquired person in a transaction covered by § 801.30. (See
§ 803.5(a)).

**Responses**-*Each answer* should identify the Item to which it is
addressed. Use the reverse side of the corresponding answer sheet or
attach separate additional sheets as necessary in answering each Item.
Each additional sheet should identify at the top of the page the Item to
which it is addressed. Voluntary submissions pursuant to § 803.1(b)
should also be identified.

Enter the name of the person filing notification appearing in Item 1(a)
on page 1 of the Form and the date on which the Form is completed at the
top of each page of the Form, at the top of any sheets attached to
complete the response to any Item, and at the top of the first or cover
page of each documentary attachment.

If unable to answer any Item fully, give such information as is
available and provide a statement of reasons for non-compliance as
required by § 803.3. If exact answers to any Item cannot be given, enter
best estimates and indicate the sources or bases of such estimates.
Estimated data should be followed by the notation, \"est.\" All
information should be rounded to the nearest thousand dollars.

**Year**-All references to \"year\" refer to calendar year. If the data
are not available on a calendar year basis, supply the requested data
for the fiscal year reporting period which most nearly corresponds to
the calendar year specified. References to \"most recent year\" mean the
most recent calendar or fiscal year for which the requested information
is available.

**North American Industry Classification System (NAICS) Data**-This
Notification and Report Form requests information regarding dollar
revenues and lines of commerce at three levels with respect to
operations conducted within the United States. (See § 803.2(c)(1).) All
persons must submit certain data at the 6-digit NAICS national industry
code level. To the extent that dollar revenues are derived from
*manufacturing operations* (NAICS Sectors 31-33), data must also be
submitted at the 7-*digit NAICS product class and 10-digit NAICS product
code levels.* The term \"dollar revenues\" is defined in § 803.2(d).

**References**-In reporting information by 6-digit NAICS industry code
refer to the *North American Industry Classification System - United*
*States, 1997* (*1997 NAICS Manual*) published by the Executive Office
of the President, Office of Management and Budget. In reporting
information by 7-digit NAICS product class and 10-digit NAICS product
code refer to the *1997 Numerical List of Manufactured and Mineral
Products* (EC97M31R-NL) published by the Bureau of the Census.
Information regarding NAICS also is available at www.census.gov.

Privacy Act Statement-Section 18a(a) of Title 15 of the U.S. Code
authorizes the collection of this information. The primary use of this
information is to determine whether the merger or acquisition reported
in the Notification and Report Form may violate the antitrust laws.

Furnishing the information on the Form is voluntary. Consummation of an
acquisition required to be reported by the statute cited above without
having provided this information may, however, render a person liable to
civil penalties up to \$11,000 per day.

**Items 5, 7, 8**-Supply information only with respect to operations
conducted within the United States, including its commonwealths,
territories, possessions and the District of Columbia. (See §§ 801.1(k);
803.2(c)(1).)

Information need not be supplied regarding assets or voting securities
currently being acquired, when the acquisition is exempt under the
statute or rules. (See § 803.2(c)(2).)

The acquired person should limit its response in the case of an
acquisition of assets, to the assets being sold, and in the case of an
acquisition of voting securities, to the issuer(s) whose voting
securities are being acquired and all entities controlled by such
issuer. Separate responses may be required where a person is both
acquiring and acquired. (See § 803.2(b) and (c).)

**Filing**-Complete and return two copies (with one notarized original
affidavit and certification and one set of documentary attachments) of
this Notification and Report Form to the Premerger Notification Office,
Bureau of Competition, Room 303, Federal Trade Commission, 600
Pennsylvania Avenue, N.W., Washington, D.C. 20580. Three copies (with
one set of documentary attachments) should be sent to: Director of
Operations, Antitrust Division, Department of Justice, 950 Pennsylvania
Avenue, N.W. Room #3335, Washington, D.C. 20530. (For FEDEX airbills to
the Department of Justice, do not use the 20530 zip code; use zip code
20004.)

# ITEM BY ITEM

**Affidavit**-Attach the affidavit required by § 803.5 to page 1 of the
Answer Sheets. Acquiring persons in transactions covered by § 801.30 are
required to also submit a copy of the notice served on the acquired
person pursuant to § 803.5(a)(1). (See § 803.5(a)(3).)

**Fee Information**-The fee for filing the Notification and Report Form
is based on the aggregate total amount of assets and voting securities
to be held as a result of the acquisition:

  ------------------------------------------- ---------------------------
  **Value of assets or voting securities to   **Fee Amount**
  be held**                                   

  greater than \$50 million but less than     \$45,000
  \$100 million (as adjusted)                 

  \$100 million or greater but less than      \$125,000
  \$500 million (as adjusted)                 

  \$500 million or greater\                   \$280,000
  (as adjusted)                               
  ------------------------------------------- ---------------------------

**Amount Paid**-Indicate the amount of the filing fee paid. This amount
should be net of any banking or financial institution charges. Where an
explanatory attachment is required, include in your explanation any
adjustments to the acquisition price that serve to lower the fee from
that which would otherwise be due. If there is no acquisition price or
if the acquisition price may fall within a range that straddles two
filing fee thresholds, state the transaction value on which the fee is
based and explain the valuation method used. Include in your explanation
a description of any exempt assets, the value assigned to each, and the
valuation method used.

A Valuation Worksheet available from the Premerger Notification Office
will be helpful in determining the value of a transaction for filing and
fee purposes. This Worksheet need not be submitted with the Notification
and Report Form, but it or something similar should be utilized and
retained by the acquiring person in the event\
Commission staff has questions about the valuation of the transaction.

**Payer Identification**- Provide the 9-digit Taxpayer Identification
Number (TIN) of the acquiring person and, if different from the filing
person, the TIN of the payer(s) of the filing fee. A payer or filing
person who is a natural person having no TIN must provide the name and
social security number (SSN) of the payer. If the payer or filing person
is a foreign person, only the name of the payer and the name of the
filing person need be supplied if different.

**Method of Payment**-Check the box indicating the method of fee
payment. If paying by electronic wire transfer (EWT), provide the name
of the financial institution from which the EWT is being sent and the
confirmation number.

To insure filing fees paid by EWT are attributed to the appropriate
payer filing notification, the payer must provide the following
information to the financial institution initiating the EWT:

> The Department of Treasury\'s ABA Number: 021030004;\
> and\
> The Federal Trade Commission\'s ALC Number: 29000001.

If the name used to transmit the EWT differs from the filer's name,
provide the alternative name. If the confirmation number is unavailable
at the time notification is filed, provide this information by letter
within one business day of filing.

**Corrective Filing**-Put an X in the appropriate box to indicate
whether the notification is a corrective filing being made for an
acquisition that has already taken place in violation of the statute.
Attach a detailed, written explanation signed by a company official
explaining (1) how the violation occurred, (2) when and how the
violation was discovered and (3) what steps will be taken to ensure
compliance in the future.

**Transactions Subject to Foreign Antitrust Notification**-If to the
knowledge or belief of the filing person at the time of filing this
notification, a foreign antitrust or competition authority has been or
will be notified of the proposed transaction, list the name of each such
authority and the date or anticipated date of each such notification.
Response to this item is voluntary.

**Cash Tender Offer**-Put an X in the appropriate box to indicate
whether the acquisition is a cash tender offer.

**Bankruptcy**-Put an X in the appropriate box to indicate whether the
acquired person's filing is being made by a trustee in bankruptcy or a
debtor-in-possession for a transaction that is subject to section 363(b)
of the Bankruptcy Code (11USC § 363).

**Early Termination**-Put an X in the yes box to request early
termination of the waiting period. Notification of each grant of early
termination will be published in the Federal Register as required by
§ 7A(b)(2) of the Clayton Act and on the FTC web site www.ftc.gov.

**ITEM 1**

**Item 1(a)**-Give the name and headquarters address of the person
filing notification. The name of the person is the name of the ultimate
parent entity included within that person.

**Item 1(b)**-Indicate whether the person filing notification is an
acquiring person, an acquired person, or both an acquiring and acquired
person. (See § 801.2.)

**Item 1(c**)-Put an X in the appropriate box to indicate whether the
person in Item 1(a) is a corporation, partnership or other (specify).

**Item 1(d)**-Put an X in the appropriate box to indicate whether data
furnished is by calendar year or fiscal year. If fiscal year, specify
period.

**Item 1(e)**-Put an X in the appropriate box to indicate if this Form
is being filed on behalf of the ultimate parent entity by another entity
within the same person authorized by it to file notification on its
behalf pursuant to § 803.2(a), or if this Form is being filed pursuant
to § 803.4 on behalf of a foreign person. Then provide the name and
mailing address of the entity filing notification on behalf of the
reporting person named in Item 1(a) of the Form.

**Item 1(f)**-If an entity within the person filing notification other
than the ultimate parent entity listed in Item 1(a) is the entity which
is making the acquisition, or if the assets or voting securities of an
entity other than the ultimate parent entity listed in Item 1(a) are
being acquired, provide the name and mailing address of that entity and
the percentage of its voting securities held by the person named in Item
1(a) above. (If control is effected by means other than the direct
holding of the entity\'s voting securities, describe the intermediaries
or the contract through which control is effected (see § 801.1(b)).

**Item 1(g)**-Print or type the name and title, firm name, address,
telephone number, fax number and e-mail address of the individual to
contact regarding this Notification and Report Form. (See
§ 803.20(b)(2)(ii).)

**Item 1(h)**-Foreign filing persons print or type the name and title,
firm name, address, telephone number, fax number and e-mail address of
an individual located in the United States designated for the limited
purpose of receiving notice of the issuance of a request for additional
information or documentary material.\
(See § 803.20(b)(2)(iii).)

# ITEM 2

**Item 2(a)**-Give the names of all ultimate parent entities of
acquiring and acquired person which are parties to the acquisition
whether or not they are required to file notification.

**Item 2(b)**-Put an X in all the boxes that apply to this acquisition.

**Item 2(c)**-*Acquiring persons* put an X in the box to indicate the
highest threshold for which notification is being filed (see
§ 801.1(h)): \$50 million (as adjusted), \$100 million (as adjusted),
\$500 million (as adjusted), 25% (if value of voting securities to be
held is greater than \$1 billion (as adjusted)), or 50%. The
notification threshold selected should be based on [voting securities
only]{.underline} that will be held as a result of the acquisition.

**Item 2(d)**-*Assets and voting securities held as a result of the
acquisition* (to be completed by both acquiring and acquired persons).
State:

**Item 2(d)(i)**-the value of voting securities;

**Item 2(d)(ii)**-the percentage of voting securities;

**Item 2(d)(iii)**-the value of assets:

**Item 2(d)(iv)**-the aggregate total amount of voting securities and
assets of the acquired person to be held by each acquiring person, as a
result of the acquisition (see §§ 801.12, 801.13, and 801.14).

**Item 2(e)**-Acquiring persons must provide the name(s) of the
person(s) who performed any fair market valuation used to determine the
aggregate total value of the transaction reported in Item 2(d)(iv).

### ITEM 3

**Item 3(a)**-*Description of acquisition*. Briefly describe the
transaction. Include a list of the name and mailing address of each
acquiring and acquired person, whether or not required to file
notification. Indicate for each party whether assets or voting
securities (or both) are to be acquired. Also indicate what
consideration will be received by each party. In describing the
acquisition, include the expected dates of any major events required to
consummate the transaction (e.g., stockholders\' meetings, filing of
requests for approval, other public filings, terminations of tender
offers) and the scheduled consummation date of the transaction.

If the voting securities are to be acquired from a holder other than the
issuer (or an entity within the same person as the issuer) separately
identify (if known) such holder and the issuer of the voting securities.
Acquiring persons involved in tender offers should describe the terms of
the offer.

**Item 3(b)(i)**-*Assets to be acquired*. This Item is to be completed
only to the extent that the transaction is an acquisition of assets.
Describe all general classes of assets (other than cash and securities)
to be acquired by each party to the transaction, giving dollar values
thereof.

Give the total value of the assets to be acquired in this transaction.

Examples of general classes of assets other than cash and securities are
land, merchandising inventory, manufacturing plants (specify location
and products produced), and retail stores. For each general class of
assets, indicate the page or paragraph number of the contract or other
document submitted with this Form in which the assets are more
particularly described.

**Item 3(b)(ii)**-*Assets held by acquiring person*. (To be completed by
acquiring persons). If assets of the acquired person (see § 801.13) are
presently held by the person filing notification, furnish a description
of each general class of such assets in the manner required by Item
3(b)(i), and the dollar value or estimated dollar value at the time they
were acquired.

**Item 3(c)**-*Voting securities to be acquired*. Furnish the following
information separately for each issuer whose voting securities will be
acquired in the acquisition: (If, as a result of the acquisition, the
acquiring person will hold 100 percent of the voting securities of the
acquired issuer or if the acquisition is a merger or consolidation (see
§ 801.2(d)), the parties may so state and provide the total dollar value
of the transaction instead of responding to Items 3(c)(i)-3(c)(vi).

**Item 3(c)(i)**-List each class of voting securities (including
convertible voting securities) which will be outstanding after the
acquisition has been completed. If there is more than one class of
voting securities, include a description of the voting rights of each
class. Also list each class of non-voting securities which will be
acquired in the acquisition;

**Item 3(c)(ii)**-Total number of shares of each class of securities
listed which will be outstanding after the acquisition has been
completed;

**Item 3(c)(iii)**-Total number of shares of each class of securities
listed which will be acquired in this acquisition. If there is more than
one acquiring person for any class of securities, show data separately
for each acquiring person;

**Item 3(c)(iv)**-Identity of each person acquiring any securities of
any class listed. If there is more than one acquiring person for any
class of securities, show data separately for each acquiring person;

**Item 3(c)(v)**-Dollar value of securities of each class listed to be
acquired in this transaction (see § 801.10). If there is more than one
acquiring person of any class of securities, show data separately for
each acquiring person (If the exact dollar value cannot be determined at
the time of filing, provide an estimated value and indicate the basis on
which the estimate was made);

**Item 3(c)(vi)**-Total number of each class of securities listed which
will be held by acquiring person(s) after the acquisition has been
accomplished. If there is more than one acquiring person for any class
of securities, show data separately for each acquiring person;

**Item 3(d)**-Furnish copies of final or most recent versions of all
documents which constitute the agreement among the acquiring person(s)
and the person(s) whose voting securities or assets are to be acquired.
(Do not attach these documents to the Answer Sheets.)

**ITEM 4**

Furnish one copy of each of the following documents. For each entity
included within the person filing notification which has prepared its
own such documents different from those prepared by the person filing
notification, furnish, in addition, one copy of each document from each
such other entity. Furnish copies of:

**Item 4(a)**-all of the following documents which have been filed with
the United States Securities and Exchange Commission (or are to be filed
contemporaneously in connection with this acquisition); the most recent
proxy statement and Form 10-K, each dated not more than three years
prior to the date of this Notification and Report Form; all Forms 10-Q
and 8-K filed since the end of the period reflected by the Form 10-K
being supplied; any registration statement filed in connection with the
transaction for which notification is being filed; if the acquisition is
a tender offer, Schedule TO. Alternatively, if the person filing
notification does not have copies of responsive documents readily
available, identification of such documents and citation to date and
place of filing will constitute compliance;

**NOTE:** In response to Item 4(a), the person filing notification may
incorporate by reference documents submitted with an earlier filing as
explained in the staff formal interpretations dated April 10, 1979, and
April 7, 1981, and in § 803.2(e).

**Item 4(b)**-the most recent annual reports and most recent annual
audit reports (of person filing notification and of each unconsolidated
United States issuer included within such person) and, if different, the
most recently regularly prepared balance sheet of the person filing
notification and of each unconsolidated United States issuer included
within such person;

**Item 4(c)**-all studies, surveys, analyses and reports which were
prepared by or for any officer(s) or director(s) (or, in the case of
unincorporated entities, individuals exercising similar functions) for
the purpose of evaluating or analyzing the acquisition with respect to
market shares, competition, competitors, markets, potential for sales
growth or expansion into product or geographic markets, and indicate (if
not contained in the document itself) the date of preparation, and the
name and title of each individual who prepared each such document.

Persons filing notification may provide an optional index of documents
called for by Item 4 of the Answer Sheets.

**NOTE:** If the person filing notification withholds any documents
called for by Item 4(c) based on a claim of privilege, the person must
provide a statement of reasons for such noncompliance as specified in
the staff formal interpretation dated September 13, 1979, and
§ 803.3(d).

## ITEMS 5 through 8

**NOTE:** For Items 5 through 8, the acquired person should limit its
response in the case of an acquisition of assets, to the assets to be
sold, and in the case of an acquisition of voting securities, to the
issuer(s) whose voting securities are being acquired and all entities
controlled by such issuer. A person filing as both acquiring and
acquired may be required to provide a separate response to these items
in each capacity so that it can properly limit its response as an
acquired person. (See § 803.2(b) and (c).)

**Items 5(a)-5(c):** These items request information regarding dollar
revenues and lines of commerce at three NAICS levels with respect to
operations conducted within the United States. (See § 803.2(c)(1).) All
persons must submit certain data at the 6-digit NAICS industry code
level. To the extent that dollar revenues are derived from manufacturing
operations (NAICS Sectors 31-33), data must also be submitted at the
7-digit product class level and 10-digit product code level (NAICS-based
codes). Where certain published NAICS industry codes contain only 5
digits, the filing person should add a zero (0) after the fifth (5^th^)
digit.

**NOTE:** See \"References\" listed in the General Instructions to the
Form. Refer to the *1997 NAICS Manual* for the 6-digit industry codes
and the *1997 Numerical List* *of Manufactured and Mineral Products
(1997 Numerical List)* for the 7-digit product classes and 10-digit
product codes. Report revenues for the 7-digit NAICS product classes and
10-digit NAICS product codes using the codes in the columns labeled
\"Product code" in the *1997 Numerical List*.

Nondepository credit intermediation (NAICS Industry Group Code 5222);
securities, commodity contracts, and other financial investments (NAICS
Subsector 523); funds, trusts, and other financial vehicles (NAICS
Subsector 525); real estate (NAICS Subsector 531); lessors of
nonfinancial intangible assets, except copyright works (NAICS Subsector
533); and management of companies and enterprises (NAICS Subsector 551)
should identify or explain the revenues reported (e.g. dollar sales
receipts).

Persons filing notification should include the total dollar revenues for
all entities included within the person filing notification at the time
this Notification and Report Form is prepared (even if such entities
have become included within the person since 1997). For example, if the
person filing notification acquired an entity in 1998, it must include
that entity\'s 1997 revenues in items 5(a) and 5(b)(i). It must also
include that entity's most recent year's revenues in Item 5(b)(iii)
and/or Item 5(c).

**Item 5(a)**-*Dollar revenues by industry*. Provide aggregate 6-digit
NAICS industry data for 1997.

**Item 5(b)(i)**-*Dollar revenues by manufactured product*. Provide the
following information on the aggregate operations for the person filing
notification for 1997 for each 10-digit NAICS product of the person in
NAICS Sectors 31-33 (manufacturing industries).

**NOTE:** Where the *1997 Numerical List* denotes footnote 1 at the end
of a specific Subsector, refer to Appendices A, and then B for detail
collected in a specified Current Industrial Report. You must provide
10-digit NAICS product codes and descriptions listed in Appendix B.

**Item 5(b)(ii)***-Products added or deleted*. Within NAICS Sectors
31-33 (manufacturing industries), identify each product of the person
filing notification added or deleted subsequent to 1997, indicate the
year of addition or deletion, and state total dollar revenues in the
most recent year for each product that has been added. Products may be
identified either by 10-digit NAICS product code or in the manner
ordinarily used by the person filing notification.

Do not include products added since 1997 by reason of mergers or
acquisitions of entities occurring since 1997. Dollar revenues derived
from such products should be included in response to Item 5(b)(i).
However, if an entity acquired since 1997 by the person filing
notification (and now included within the person) itself has added any
products since 1997, these products and the dollar revenues derived
therefrom should be listed here. Products deleted by reason of
dispositions of assets constituting less than substantially all of the
assets of an entity since 1997 should also be listed here.

**Item 5(b)(iii)**-*Dollar revenues by manufactured product class*.
Provide the following information concerning the aggregate operations of
the person filing notification for the most recent year for each 7-digit
NAICS product class within NAICS Sectors 31-33 (manufacturing
industries) in which the person engaged. If such data have not been
compiled for the most recent year, estimates of dollar revenues by
7-digit NAICS product class may be provided if a statement describing
the method of estimation is furnished.

**Item 5(c)**-*Dollar revenues by non-manufacturing industry*. Provide
the following information concerning the aggregate operations of the
person filing notification for the most recent year for each 6-digit
NAICS industry code in NAICS Sectors other than 31-33 (manufacturing
industries) in which the person engaged. If such data have not been
compiled for the most recent year, estimates of dollar revenues by
6-digit NAICS industry code may be provided if a statement describing
the method of estimation is furnished. Industries for which the dollar
revenues totaled less than one million dollars in the most recent year
may be omitted.

**NOTE**: *This million dollar minimum is applicable only to Item 5(c).*

**JOINT VENTURE OR OTHER CORPORATIONS**

**Item 5(d)**-Supply the following information only if the acquisition
is the formation of a joint venture or other corporation. (See
§ 801.40.)

**Item 5(d)(i)**-List the name and mailing address of the joint venture
or other corporation.

**Item 5(d)(ii)(A)**-List contributions that each person forming the
joint venture or other corporation has agreed to make, specifying when
each contribution is to be made and the value of the contribution as
agreed by the contributors.

**Item 5(d)(ii)(B**)-Describe any contracts or agreements whereby the
joint venture or other corporation will obtain assets or capital from
sources other than the persons forming it.

**Item 5(d)(ii)(C)**-Specify whether and in what amount the persons
forming the joint venture or other corporation have agreed to guarantee
its credit or obligations.

**Item 5(d)(ii)(D)**-Describe fully the consideration which each person
forming the joint venture or other corporation will receive in exchange
for its contribution(s).

**Item 5(d)(iii)**-Describe generally the business in which the joint
venture or other corporation will engage, including location of
headquarters and principal plants, warehouses, retail establishments or
other places of business, its principal types of products or activities,
and the geographic areas in which it will do business.

**Item 5(d)(iv)**-Identify each 6-digit NAICS industry code in which the
joint venture or other corporation will derive dollar revenues. If the
joint venture or other corporation will be engaged in manufacturing also
specify each 7-digit NAICS product class in which it will derive dollar
revenues.

# ITEM 6

This item need not be completed by a person filing notification only as
an acquired person if only assets are to be acquired. Persons filing
notification may respond to Items 6(a), 6(b), or 6(c) by referencing a
\"document attachment\" furnished with this Form if the information so
referenced is a complete response and is up-to-date and accurate.
Indicate for each Item the specific page(s) of the document that are
responsive to that Item.

**Item 6(a)**-*Entities within the person filing notification*. List the
name and headquarters mailing address of each entity included within the
person filing notification. Entities with total assets of less than \$10
million may be omitted.

**Item 6(b**)-*Shareholders of person filing notification*. For each
entity (including the ultimate parent entity) included within the person
filing notification the voting securities of which are held (see
§ 801.1(c)) by one or more other persons, list the issuer and class of
voting securities, the name and headquarters mailing address of each
other person which holds five percent or more of the outstanding voting
securities of the class and the number and percentage held by that
person. Holders need not be listed for entities with total assets of
less than \$10 million.

**Item 6(c)**-Holdings of person filing notification. If the person
filing notification holds voting securities of any issuer not included
within the person filing notification, list the issuer and class, the
number and percentage held, and (optionally) the entity within the
person filing notification which holds the securities. Holdings of less
than five percent of the outstanding voting securities of any issuers,
and holding of issuers with total assets of less than \$10 million may
be omitted.

**ITEM 7**

If, to the knowledge or belief of the person filing notification, the
person filing notification derived dollar revenues in the most recent
year from operations in industries within any 6-digit NAICS industry
code in which any other person that is a party to the acquisition also
derived dollar revenues in the most recent year (or in which a joint
venture or other corporation will derive dollar revenues), then for each
such 6-digit NAICS industry code:

**Item 7(a**)-supply the 6-digit NAICS industry code and description for
the industry;

**Item 7(b)**-list the name of each person which is a party to the
acquisition which also derived dollar revenues in the 6-digit industry;

**Item 7(c)**-*Geographic market information*:

**Item 7(c)(i)**-for each 6-digit NAICS industry code within NAICS
Sectors 31-33 (manufacturing industries) listed in Item 7(a) above, list
the states or, if desired, portions thereof in which, to the knowledge
or belief of the person filing notification, the products in that
6-digit NAICS code produced by the person filing notification are sold
without a significant change in their form, whether they are sold by the
person filing notification or by others to whom such products have been
sold or resold;

**Item 7(c)(ii)**- for each 6-digit NAICS industry code within NAICS
Sectors or Subsectors 11 (agriculture, forestry, fishing and hunting);
21 (mining); 22 (utilities); 23 (construction); 48-49 (transportation
and warehousing); 511(publishing industries); 513 (broadcasting and
telecommunications); and 71 (arts, entertainment and recreation) listed
in item 7(a) above, list the states or, if desired, portions thereof in
which the person filing notification conducts such operations;

**Item 7(c)(iii)**-for each 6-digit NAICS industry code within NAICS
Sector 42 (wholesale trade) listed in Item 7(a) above, list the states
or, if desired, portions thereof in which the customers of the person
filing notification are located;

**Item 7(c)(iv)**-for each 6-digit NAICS industry code within NAICS
Sectors or Subsectors 44-45 (retail trade); 512 (motion picture and
sound recording industries); 521 (monetary authorities- central bank);
522 (credit intermediation and related activities); 532 (rental and
leasing services); 62 (health care and social assistance); 72
(accommodations and food services); 811 (repair and maintenance); and
812 (personal and laundry services) listed in Item 7(a) above, provide
the address, **arranged by state, county and city or town,** of each
establishment from which dollar revenues were derived in the most recent
year by the person filing notification;

**Item 7(c)(v)**- for each 6-digit NAICS industry code within NAICS
Subsectors 514 (information services and data processing services); 523
(securities, commodity contracts and other financial investments and
related activities); 525 (funds, trusts and other financial vehicles);
531 (real estate); 533 (lessors of nonfinancial intangible assets,
except copyright works); 54 (professional, scientific and technical
services); 55 (management of companies and enterprises); 56
(administrative and support and waste management and remediation
services); 61 (educational services); 813 (religious, grantmaking,
civic, professional, and similar organizations); and NAICS Industry
Group 5242 (insurance agencies and brokerages, third party
administration of insurance and pension funds, claims adjusting, and
other insurance related activities) listed in Item 7(a) above, list the
states or, if desired, portions thereof in which establishments were
located from which the person filing notification derived revenues in
the most recent year; and

**Item 7(c)(vi)-**for each 6-digit NAICS industry code within NAICS
Industry Group 5241 (insurance carriers**)** listed in Item 7(a) above,
list the state(s) in which the person filing notification is licensed to
write insurance.

**NOTE**: Except in the case of those NAICS major industries in the
Sectors and Subsectors mentioned in Item 7(c)(iv) above, the person
filing notification may respond with the word \"national\" if business
is conducted in all 50 states.

#### ITEM 8

**Item 8**-*Previous acquisitions* (to be completed by acquiring
persons). Determine each 6-digit NAICS industry code listed in Item 7(a)
above, in which the person filing notification derived dollar revenues
of \$1 million or more in the most recent year and in which either the
acquired issuer derived revenues of \$1 million or more in the recent
year (or, in which, in the case of the formation of a joint venture or
other corporation, the joint venture or other corporation reasonably can
be expected to derive revenues of \$1 million or more), or revenues of
\$1 million or more in the most recent year were attributable to the
acquired assets. For each such 6-digit NAICS industry code, list all
acquisitions made by the person filing notification in the five years
prior to the date of filing of entities deriving dollar revenues in that
6-digit NAICS industry code. List only acquisitions of 50 percent or
more of the voting securities of an issuer which had annual net sales or
total assets greater than \$10 million in the year prior to the
acquisition, and any acquisitions of assets valued at or above the
statutory size-of-transaction test at the time of their acquisition.

For each such acquisition, supply:

(a) the name of the entity acquired;

(b) the headquarters address of the entity prior to the acquisition;

(c) whether securities or assets were acquired;

(d) the consummation date of the acquisition; and

(e) the 6-digit (NAICS code) industries by (number and description)
    identified above in which the acquired entity derived dollar
    revenues.

**CERTIFICATION- (See § 803.6.)**