Federal Register / Vol. 70, No. 237 / Monday, December 12, 2005 / Rules and Regulations 73369 

Hill City, KS, Hill City Muni Takeoff 

Minimums and Textual DP, Orig 

Wichita, KS, Colonel James Jabara, VOR/DME 

RNAV RWY 18, Amdt 3A, CANCELLED 

Medina, OH, Medina Municipal, VOR RWY 

27, Amdt 2 

Waverly, OH, Pike County, NDB RWY 25, 

Amdt 1 

Clinton, OK, Clinton Regional, RNAV (GPS) 

RWY 17, Orig 

Clinton, OK, Clinton Regional, RNAV (GPS) 

RWY 35, Amdt 1 

Clinton, OK, Clinton Regional, VOR/DME–A, 

Orig 

Clinton, OK, Clinton Regional, NDB RWY 35, 

Amdt 7, CANCELLED 

Guthrie, OK, Guthrie Muni, NDB RWY 16, 

Amdt 5A, CANCELLED 

Comanche, TX, Comanche County-City, 

RNAV (GPS) RWY 17, Orig 

Comanche, TX, Comanche County-City, 

Takeoff Minimums and Textual DP, Orig 

[FR Doc. 05–23850 Filed 12–9–05; 8:45 am] 

BILLING CODE 4910–13–P 

FEDERAL TRADE COMMISSION 

16 CFR Part 303 

Rules and Regulations Under the 

Textile Fiber Products Identification 

Act 

AGENCY: Federal Trade Commission. 

ACTION: Final rule. 

SUMMARY: The Federal Trade 

Commission (FTC or Commission) 

amends the Rules and Regulations 

under the Textile Fiber Products 

Identification Act (Textile Rules) 

pursuant to the Miscellaneous Trade 

and Technical Corrections Act of 2004, 

enacted December 3, 2004. That Act 

imposes specific requirements for the 

disclosure of country of origin of socks 

included within certain Harmonized 

Tariff Schedule subheadings. For the 

affected socks, the country of origin 

label must be on the front of the 

package, adjacent to the size 

designation. The amendments 

announced herein conform the Textile 

Rules to the amended Textile Fiber 

Products Identification Act (Textile 

Act). Because the amendments are 

technical in nature and merely 

incorporate the statutory change, the 

Commission finds that notice and 

comment are not required. See 5 U.S.C. 

553(b). For this reason, the requirements 

of the Regulatory Flexibility Act also do 

not apply. See 5 U.S.C. 603, 604. 

EFFECTIVE DATE: The amended Rules are 

effective on March 3, 2006. 

ADDRESSES: Requests for copies of the 

amended Rules should be sent to the 

Consumer Response Center, Room 202, 

Federal Trade Commission, 600 

Pennsylvania Avenue, NW., 

Washington, DC 20580. The notice 

announcing the amendments is 

available on the Internet at the 

Commission’s Web site: http:// 

www.ftc.gov. 

FOR FURTHER INFORMATION CONTACT: 

Carol Jennings, Attorney, 

cjennings@ftc.gov, or Stephen Ecklund, 

Senior Investigator, secklund@ftc.gov, 

(202) 326–2996, Division of 

Enforcement, Bureau of Consumer 

Protection, Federal Trade Commission, 

600 Pennsylvania Avenue, NW., 

Washington, DC 20580. 

SUPPLEMENTARY INFORMATION: The 

Textile Act, 15 U.S.C. 70, and 

Commission rules pursuant to the Act, 

16 CFR Part 303, require that sellers of 

covered textile products mark each 

product to show: (1) The fiber content, 

(2) the country of origin, and (3) the 

identity of the manufacturer or another 

business responsible for marketing or 

handling the item. The general 

requirements for affixing textile labels 

and the arrangement of information on 

labels are set forth in 16 CFR 303.15 and 

303.16. 

The Miscellaneous Trade and 

Technical Corrections Act of 2004, 

Public Law No. 108–429, 118 Stat. 2594, 

amends the Textile Act by adding a new 

subsection, 15 U.S.C. 70b(k), which 

imposes special requirements for the 

country of origin labeling of socks that 

are included within subheadings 

6115.92.90, 6115.93.90, 6115.99.18, 

6111.20.60, 6111.30.50, and 6111.90.50 

of the Harmonized Tariff Schedule of 

the United States, as in effect on 

September 1, 2003. For those socks, the 

country of origin marking must always 

be placed on the front of the package. 

If size information for the product also 

appears on the front of the package, the 

country of origin marking must be 

adjacent to the size information for the 

product. If no size information appears 

on the package or if the size information 

appears on the back of the package, the 

country of origin marking must still be 

placed on the front of the package. The 

information must be set forth in a 

manner that is clearly legible, 

conspicuous, and readily accessible to 

the consumer. In addition, the marking 

must be as indelible or permanent as the 

nature of the article or package will 

permit. For socks that are not fully 

enclosed in a package, but are banded 

together by a label or hangtag, the 

information must be placed on the front 

of the label or tag. There is an exception to this 

requirement for socks included in a 

package that also contains other types of 

goods (for example, a baby outfit that 

includes socks as well as other items of 

clothing). However, such packages of 

multiple items must comply with other 

relevant subsections of the Textile 

Rules. See, e.g., 16 CFR 303.28 

(products contained in packages) and 

303.29 (labeling of pairs or products 

containing two or more units). 

List of Subjects in 16 CFR Part 303 

Labeling, Textile fiber products 

identification, Trade Practices. 

■ For the reasons set forth above, the 

Commission amends 16 CFR Part 303 as 

follows: 

PART 303—RULES AND 

REGULATIONS UNDER THE TEXTILE 

FIBER PRODUCTS IDENTIFICATION 

ACT 

■ 1. The authority citation for Part 303 

continues to read as follows: 

Authority: 15 U.S.C. 70 et seq. 

■ 2. Section 303.15 is amended by 

adding paragraph (d) to read as follows: 

§ 303.15 Required label and method of 

affixing. 

* * * * * 

(d) Socks provided for in subheading 

6115.92.90, 6115.93.90, 6115.99.18, 

6111.20.60, 6111.30.50, or 6111.90.50 of 

the Harmonized Tariff Schedule of the 

United States, as in effect on September 

1, 2003, shall be marked, as legibly, 

indelibly, and permanently as the 

nature of the article or package will 

permit, to disclose the English name of 

the country of origin. This disclosure 

shall appear on the front of the package, 

adjacent to the size designation of the 

product, and shall be set forth in such 

a manner as to be clearly legible, 

conspicuous, and readily accessible to 

the ultimate consumer. Provided, 

however, any package that contains 

several different types of goods and 

includes socks classified under 

subheading 6115.92.90, 6115.93.90, 

6115.99.18, 6111.20.60, 6111.30.50, or 

6111.90.50 of the Harmonized Tariff 

Schedule of the United States, as in 

effect on September 1, 2003, shall not be 

subject to the requirements of this 

subsection. 

By direction of the Commission. 

Donald S. Clark, 

Secretary. 

[FR Doc. 05–23883 Filed 12–9–05; 8:45 am] 

BILLING CODE 6750–01–P 

FEDERAL TRADE COMMISSION 

16 CFR Parts 801 and 803 

Premerger Notification; Reporting and 

Waiting Period Requirements 

AGENCY: Federal Trade Commission. 

73370 Federal Register / Vol. 70, No. 237 / Monday, December 12, 2005 / Rules and Regulations 

1 70 FR 11502 (March 8, 2005). 2 70 FR 47733 (August 15, 2005). 

ACTION: Final rules. 

SUMMARY: The Federal Trade 

Commission is amending the premerger 

notification rules, which require the 

parties to certain mergers or acquisitions 

to file reports with the Commission and 

with the Assistant Attorney General in 

charge of the Antitrust Division of the 

Department of Justice (‘‘DOJ’’) and to 

wait a specified period of time before 

consummating such transactions, 

pursuant to Section 7A of the Clayton 

Act (‘‘the Act’’). The filing and waiting 

period requirements enable these 

enforcement 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. If either agency 

determines during the waiting period 

that further inquiry is necessary, it can 

issue a Request for Additional 

Information and Documentary Materials 

(‘‘second request’’), which extends the 

waiting period for a specified period 

after all parties have complied with the 

request (or, in the case of a tender offer 

or a bankruptcy sale, after the acquiring 

person complies). The Commission is 

amending the Notification and Report 

Form and its Instructions (‘‘the Form 

and Instructions’’) to relieve some of the 

burden when complying with Items 4(a) 

and (b). Currently, paper copies of 

annual reports, annual audit reports and 

regularly prepared balance sheets and 

copies of certain documents, such as 

10Ks filed with the Securities and 

Exchange Commission (‘‘SEC’’), must be 

provided in response to these Items. The 

modification of paragraph 803.2(e) will 

allow filing persons to provide an 

operative Internet address linking 

directly to the documents required by 

Items 4(a) and (b) in lieu of providing 

paper copies. The Commission is also 

amending the rules to specify that an 

acquiring person’s notification, and an 

acquired person’s notification in certain 

types of transactions, shall expire after 

eighteen months if a second request to 

either person remains outstanding. In 

addition, the Commission is making 

technical corrections to certain rules 

and to the Form and Instructions to 

address minor oversights in the final 

rules promulgated in connection with 

the treatment of unincorporated 

entities.1

DATES: These final rules are effective 

January 11, 2006. 

FOR FURTHER INFORMATION CONTACT: 

Marian R. Bruno, Assistant Director, or 

B. Michael Verne, Compliance 

Specialist, Premerger Notification 

Office, Bureau of Competition, Room 

303, Federal Trade Commission, 

Washington, DC 20580. Telephone: 

(202) 326–3100. 

SUPPLEMENTARY INFORMATION: 

Statement of Basis and Purpose 

On August 15, 2005, the Commission 

published a Notice of Proposed 

Rulemaking and Request for Public 

Comment.2 The proposed rules would 

allow Internet links to be used for 

responses to Items 4(a) and (b) of the 

Notification and Report Form, and 

would provide an expiration date for 

premerger notification when a second 

request remains outstanding. The 

comment period closed on October 14, 

2005. No public comments were 

received, and the Commission, with the 

concurrence of the Assistant Attorney 

General, therefore is adopting the 

proposed rules as final with minor 

changes for clarification. The unrelated 

technical corrections are minor in 

nature and are described in the sections 

below. 

Part 801—Coverage Rules 

Section 801. Definitions 

Example 3 to Paragraph 801.1(b)(2) is 

amended to properly reflect the 

application of the control test for 

nonprofit corporations. 

Paragraph 801.1(f)(1)(i), the definition 

of voting securities, is amended to 

reflect the changes to the control test for 

unincorporated entities in 801.1(b). The 

reference to unincorporated entities 

having individuals exercising similar 

functions to directors of a corporation 

should have been deleted to be 

consistent with the test for control of 

unincorporated entities. 

Section 801.11 Annual Net Sales and 

Total Assets 

Section 801.11 is amended by adding 

a reference to an acquisition of noncorporate interests in Paragraph (e). This 

will allow the exclusion of cash to be 

used in the acquisition of non-corporate 

interests and the value of any securities 

or assets of the acquired person already 

held by an acquiring person with no 

regularly prepared balance sheet. 

Paragraph (e) currently already accords 

this treatment to acquisitions of assets 

or voting securities. 

Section 801.14 Aggregate Total 

Amount of Voting Securities and Assets 

Section 801.14 is amended by the 

addition of new Paragraph (c) that 

corrects an inadvertent omission of a 

reference to non-corporate interests. For 

example, if an acquiring person is 

acquiring controlling interests in two 

unincorporated entities from the same 

acquired person, Section 801.14(c) will 

require that the value of the noncorporate interest in both entities be 

aggregated to determine the value of the 

transaction. 

Part 803—Transmittal Rules 

Section 803.2 Instructions Applicable 

to Notification and Report Form 

In response to Items 4(a) and (b) of the 

Form, filing parties currently must 

provide paper copies of annual reports, 

annual audit reports and regularly 

prepared balance sheets, and copies of 

certain documents, such as 10K’s, filed 

with the SEC. Many of these documents 

are routinely available via the Internet 

on company Web sites or other Web 

sites. Responses to these items may 

often be voluminous and can account 

for the bulk of documents submitted 

with the Form. 

In view of the ease with which the 

antitrust agencies can access these 

documents via the Internet, the 

modification of paragraph 803.2(e) and 

Instructions to the Form will allow 

filing parties to provide an Internet 

address linking directly to the 

documents required by Items 4(a) and 

4(b) in lieu of providing paper copies. 

Note that the Internet link must not 

require payment for access. 

Incorporating documents by reference to 

Internet Web pages only applies to Items 

4(a) and 4(b) and will not be available 

for responding to other items on the 

Form. 

It remains the filer’s duty to ensure 

that the filing is accurate and complete, 

as attested by the filer’s certification 

signature. Accordingly, Section 803.2 is 

amended to provide that if an Internet 

link submitted is, or becomes 

inoperative, or the document it is linked 

to is incomplete such that the 

documents required by Items 4(a) or 4(b) 

are not available for review by the FTC 

and DOJ, the filer shall make the 

document(s) available by referencing an 

operative Internet link(s) or provide 

paper copies of the relevant 

document(s) by 5 p.m. on the business 

day following any request by the FTC or 

the DOJ. Failure to provide requested 

documents by the close of the next 

business day will result in notice of a 

deficient filing under Section 

803.10(c)(2). Given the ability to 

incorporate such documents by linking, 

the previous option to cite the date and 

place of filing if copies are not readily 

available is no longer necessary, and is 

Federal Register / Vol. 70, No. 237 / Monday, December 12, 2005 / Rules and Regulations 73371 

3 43 FR 33450, 33516 (July 31, 1978). The SBP 

goes on to state that absent Section 803.21, ‘‘an 

uncooperative acquired person could delay the 

expiration of the waiting period indefinitely by not 

responding’’ to a second request. Section 801.30 

transactions are essentially non-consensual 

transactions, including tender offers, purchases 

from third parties, and open market purchases. 

While the Act addresses this problem in the context 

of tender offers by providing that a second request 

to an acquired person in a tender offer does not 

extend the waiting period, the problem would exist 

for other types of non-consensual, Section 801.30 

transactions without Section 803.21. ‘‘Rather than 

extend [tender offer] treatment to all other Section 

801.30 transactions, the Commission opted to 

impose a general obligation on all recipients to 

respond within a reasonable time.’’ Id. 

4For example, the transaction may be subject to 

approval by a regulatory agency, which might take 

longer than HSR review. In that situation, the 

parties may not want their notification to expire 

before the expected regulatory agency approval is 

received. In such an extreme instance, the parties 

could also help themselves by delaying making 

their HSR filings to coincide more closely with the 

regulatory agency approval. 

5That figure is now $53.1 million, adjusted for 

the change in the Gross Domestic Product, and will 

be adjusted annually. 

accordingly deleted from the 

Instructions. 

Section 803.7 Expiration of 

Notification 

The Commission and the DOJ have 

encountered instances where, after 

parties make premerger notification 

filings and after second requests are 

issued, the parties make no effort to 

comply with the second requests. 

Generally this occurs when the parties 

have decided not to go forward with the 

proposed acquisition. In nearly all of 

these instances, the parties have 

voluntarily withdrawn their premerger 

notification filings. The agency is then 

able to close its investigation, as there 

no longer is a transaction pending with 

a waiting period. 

In some instances, however, the 

parties have refused to withdraw their 

notifications, even though they lack a 

present intention to undertake the 

acquisition. In such instances, the 

agency’s investigation remains open 

indefinitely because the waiting period 

is suspended, and would only begin to 

run for the final 30 days if and when 

there were compliance with the second 

requests. 

The information contained in the 

parties’ notifications becomes stale with 

the passage of time. In order to conduct 

the meaningful review contemplated by 

the Act, the agencies require current 

information pertaining to the 

competitive implications of 

transactions. Indeed, since the rules’

inception in 1978, Section 803.7 has 

provided that notification with respect 

to an acquisition shall expire one year 

following expiration of the waiting 

period. As the Statement of Basis and 

Purpose (‘‘SBP’’) states, ‘‘If the 

acquisition is to be consummated after 

that time, the possibility of changed 

circumstances warrants a fresh review 

by the enforcement agencies.’’ 43 FR 

33450, 33512 (July 31, 1978). Fresh 

review of a proposed acquisition cannot 

be assured when the information 

contained in the parties’ notification has 

become outdated. 

Further, Section 803.21 requires that 

all additional information or 

documentary material sought via a 

second request (or partial submission 

accompanied by a Section 803.3 

statement of reasons for noncompliance) 

‘‘be supplied within a reasonable time.’’

Although the SBP accompanying the 

promulgation of Section 803.21 states 

that the rule was ‘‘designed primarily to 

prevent an acquired person in a 

transaction subject to Section 801.30 

from frustrating the acquisition[,]’’ 3 the 

wording of the rule does not limit its 

application to certain types of 

transactions or persons. 

While Section 803.21 requires 

compliance with all second requests 

‘‘within a reasonable time[,]’’ it does not 

define ‘‘a reasonable time’’ and does not 

expressly provide the consequences for 

noncompliance. The Commission 

believes however, that there would 

come a point when the agency would 

have sound legal basis under Section 

803.21 for disregarding, rejecting or 

deeming withdrawn or expired a 

notification where the party had failed 

to comply with a second request. 

The Commission believes that it is 

preferable and would improve the 

certainty of the premerger notification 

process to clearly identify the specific 

time at which an acquiring person’s 

notification (or an acquired person’s 

notification in a non-Section 801.30 

transaction) will expire if a second 

request remains outstanding to that 

person. Such date will be 18 months 

from the date of the initial notification 

(which typically would be 

approximately 17 months from the 

issuance of the second request). The 

Commission is not aware of any second 

request compliance ever having taken 

that long. Even in instances where the 

parties may have reason to delay their 

second request response for some period 

of time,4 eighteen months should 

provide them ample time. Beyond that 

time, the Commission believes that a 

more up-to-date notification should be 

provided, triggering a new waiting 

period. 

This 18-month requirement is 

contained in Section 803.7, entitled 

‘‘Expiration of Notification.’’ Section 

803.7 now has two subsections: (a) 

addressing expiration of notification 

when the waiting period has expired, 

and (b) addressing expiration of 

notification due to failure to comply 

with a second request. 

The Commission is modifying Section 

803.7 rather than Section 803.21 

because the ‘‘stale filings’’ situations 

that the agencies have encountered are 

separate and distinct from the problem, 

addressed by the ‘‘reasonable time’’

requirement of Section 803.21, where an 

acquired person in a Section 801.30 

transaction is trying to frustrate an 

acquisition. Indeed, the new rule 

excludes acquired persons in Section 

801.30 transactions so as not to recreate 

the problem that Section 803.21 was 

designed to address. The new rule also 

fits well within the caption of Section 

803.7, because it deals with expiration 

of notification. 

This amendment applies to 

transactions with notification pending 

with the agencies on the effective date 

of this final rulemaking. Thus, for 

example, if there are any pending 

transactions in which the acquiring 

person (or the acquired person in a nonSection 801.30 transaction) has failed to 

comply with a second request within 18 

months of that person’s notification, 

that notification will expire upon 

adoption of the rule. 

Appendix: Premerger Notification and 

Report Form 

The Commission is also amending the 

Form and its Instructions to correct 

inadvertently omitted references to noncorporate interests and to allow the 

incorporation by reference to an Internet 

link in Items 4(a) and (b). 

Regulatory Flexibility Act 

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 amendments on small 

businesses, except where the 

Commission 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, the premerger notification rules 

rarely, if ever, affect small businesses. 

Indeed, the 2000 amendments to the Act 

were intended to reduce the burden of 

the premerger notification program by 

exempting all transactions valued at $50 

million or less.5 Further, none of the 

rule amendments expand the coverage 

73372 Federal Register / Vol. 70, No. 237 / Monday, December 12, 2005 / Rules and Regulations 

of the premerger notification rules in a 

way that would affect small business. 

Accordingly, the Commission certifies 

that these rules will not have a 

significant economic impact on a 

substantial number of small entities. 

This document serves as the required 

notice of this certification to the Small 

Business Administration. 

Paperwork Reduction Act 

The Paperwork Reduction Act, 44 

U.S.C. 3501–3518, requires agencies to 

submit ‘‘collections of information’’ to 

the Office of Management and Budget 

(‘‘OMB’’) and to obtain clearance before 

instituting them. Such collections of 

information include reporting, 

recordkeeping, or disclosure 

requirements contained in regulations. 

The information collection requirements 

in the HSR rules and Form have been 

reviewed and approved by OMB under 

OMB Control No. 3084–0005. The 

current clearance expires on May 31, 

2007. 

The Commission’s revisions to the 

Form and Rules do not ‘‘substantive[ly] 

or material[ly] modify’’ the existing 

terms of the currently approved 

collection of 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). It 

is highly unlikely that a Notification 

that expires under the rule change 

would need to be re-filed by the parties 

because the rule changes are intended to 

apply to situations in which the parties 

have abandoned the transaction. 

List of Subjects in 16 CFR Parts 801 and 

803 

Antitrust. 

■ For the reasons stated in the preamble, 

the Federal Trade Commission amends 

16 CFR parts 801 and 803 as set forth 

below: 

PART 801—COVERAGE RULES 

■ 1. The authority citation for part 801 

continues to read as follows: 

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

■ 2. Amend § 801.1 by revising example 

3 to paragraph (b)(2) and by revising 

paragraph (f)(1)(i) to read as follows: 

§ 801.1 Definitions. 

* * * * * 

(b) Control * * * 

(2) * * * 

Examples. * * * 

3. ‘‘A’’ is a nonprofit charitable foundation 

that has formed a partnership joint venture 

with ‘‘B,’’ a nonprofit university, to establish 

C, a nonprofit hospital corporation that does 

not issue voting securities. Pursuant to its 

charter ‘‘A’’ and ‘‘B’’ are each entitled to 

appoint three of C’s six directors. ‘‘A’’ and 

‘‘B’’ would each be deemed to control C, 

pursuant to § 801.1(b)(2) because each is 

deemed to have the contractual power 

presently to designate 50 percent or more of 

the directors of a not-for-profit corporation. 

* * * * * 

(f) * * * 

(1) * * * 

(i) Voting securities. The term voting 

securities means any securities which at 

present or upon conversion entitle the 

owner or holder thereof to vote for the 

election of directors of the issuer, or of 

an entity included within the same 

person as the issuer. 

* * * * * 

■ 3. Amend § 801.11 by revising 

paragraph (e)(1)(ii) to read as follows: 

§ 801.11 Annual net sales and total assets. 

* * * * * 

(e) * * * 

(1) * * * 

(ii) Less all cash that will be used by 

the acquiring person as consideration in 

an acquisition of assets from, or in an 

acquisition of voting securities issued 

by, or in an acquisition of non-corporate 

interests of, that acquired person (or an 

entity within that acquired person) and 

less all cash that will be used for 

expenses incidental to the acquisition, 

and less all securities of the acquired 

person (or an entity within that acquired 

person); and 

* * * * * 

■ 4. Amend § 801.14 by adding 

paragraph (c) to read as follows: 

§ 801.14 Aggregate total amount of voting 

securities and assets. 

* * * * * 

(c) The value of all non-corporate 

interests of the acquired person which 

the acquiring person would hold as a 

result of the acquisition, determined in 

accordance with § 801.13(c). 

PART 803—TRANSMITTAL RULES 

■ 5. The authority citation for part 803 

continues to read as follows: 

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

■ 6. Amend § 803.2 by revising 

paragraph (e) to read as follows: 

§ 803.2 Instructions applicable to 

Notification and Report Form. 

* * * * * 

(e) A person filing notification may 

incorporate by reference: 

(1) To a previous filing, only 

documentary materials required to be 

filed in response to items 4(a) and 4(b) 

of the Notification and Report Form, 

which were previously filed by the same 

person and which are the most recent 

versions available; except that when the 

same parties file for a higher threshold 

no more than 90 days after having made 

filings with respect to a lower threshold, 

each party may incorporate by reference 

in the subsequent filing any documents 

or information in its earlier filing 

provided that the documents and 

information are the most recent 

available; 

(2) To an Internet address directly 

linking to the document, only 

documents required to be filed in 

response to item 4(a) and in response to 

item 4(b) of the Notification and Report 

Form. If an Internet address is 

inoperative or becomes inoperative 

during the waiting period, or the 

document that is linked to it is 

incomplete, or the link requires 

payment to access the document, upon 

notification by the Commission or 

Assistant Attorney General, the parties 

must make these documents available to 

the agencies by either referencing an 

operative Internet address or by 

providing paper copies to the agencies 

as provided in § 803.10(c)(1) by 5 p.m. 

on the next regular business day. Failure 

to make the documents available, by the 

Internet or by providing paper copies, 

by 5 p.m. on the next regular business 

day, will result in notice of a deficient 

filing pursuant to § 803.10(c)(2). 

■ 7. Revise § 803.7 to read as follows: 

§ 803.7 Expiration of notification. 

(a) One year after waiting period 

expired. Notification with respect to an 

acquisition shall expire 1 year following 

the expiration of the waiting period. If 

the acquiring person’s holdings do not, 

within such time period, meet or exceed 

the notification threshold with respect 

to which the notification was filed, the 

requirements of the act must thereafter 

be observed with respect to any 

notification threshold not met or 

exceeded. 

Example: ‘‘A’’ files notification that in 

excess of $100 million (as adjusted) of the 

voting securities of corporation B are to be 

acquired. One year after the expiration of the 

waiting period, ‘‘A’’ has acquired less than 

$100 million (as adjusted) of B’s voting 

securities. Although § 802.21 will permit ‘‘A’’

to purchase any amount of B’s voting 

securities short of $100 million (as adjusted) 

within 5 years from the expiration of the 

waiting period, A’s holdings may not meet or 

exceed the $100 million (as adjusted) 

notification threshold without ‘‘A’’ and ‘‘B’’

again filing notification and observing a 

waiting period. 

(b) Upon failure to comply with 

request for additional information. An 

acquiring person’s notification and, in 

the case of an acquisition to which 

§ 801.30 does not apply, an acquired 

Federal Register / Vol. 70, No. 237 / Monday, December 12, 2005 / Rules and Regulations 73373 

person’s notification, shall expire 

eighteen months following the date of 

receipt of such person’s notification if a 

request for additional information or 

documentary material remains 

outstanding to such person (or entities 

included therein, officers, directors, 

partners, agents or employees thereof), 

without a certification as required by 

§ 803.6(b), on such date. If either 

person’s notification expires pursuant to 

this paragraph, both parties must file a 

new notification in order to carry out 

the transaction. 

Example: A files notification on January 15 

of Year 1 to acquire voting securities of B. On 

February 15 of Year 1, prior to expiration of 

the waiting period, requests for additional 

information or documentary material are 

issued to A and B. Before A supplies the 

information and documentary material 

requested, business conditions change, and A 

and B decide not to go forward with the 

transaction. A does not withdraw its filing 

and takes the position that it will comply 

with the request for additional information 

and documentary material if and when the 

proposed transaction is ever revived. A’s 

notification expires July 15 of Year 2, 

eighteen months following the date of receipt 

of its notification. If A and B wish to revive 

their transaction, both parties must file a new 

notification and observe the waiting period 

in order to carry out the transaction. 

■ 8. Revise pages III and IV of the 

Instructions, and pages 2 and 3 of the 

Notification and Report Form For 

Certain Mergers and Acquisitions, in the 

Appendix to part 803 to read as follows: 

Appendix to Part 803 

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