Federal Register / Vol. 70, No. 179 / Friday, September 16, 2005 / Rules and Regulations 54637 

sign a binding contract pursuant to which T 

will be merged with and into P on June 2 of 

Year 1. At that time, A is T’s sole 

shareholder. Pursuant to the contract, 60 

percent of the T stock will be exchanged for 

$80 of cash and 40 percent of the T stock will 

be exchanged for 20 shares of P stock. As of 

January 2, 20 shares of P stock have a value 

of $20, representing only 20 percent of the 

value of the total consideration to be received 

by the T shareholders. Because the 

percentage of proprietary interests in the 

target corporation to be exchanged for stock 

of the issuing corporation and the proprietary 

interests in the target corporation to be 

exchanged for money do not each represent 

an economically reasonable exchange as of 

the last business day before the first date 

there is a binding contract to effect the 

potential reorganization, under paragraph 

(e)(2)(iii)(A)(3) of this section, the contract is 

not treated as a binding contract that 

provides for fixed consideration. 

Example 8. Absence of anti-dilution 

clause. On January 3 of Year 1, P and T sign 

a binding contract pursuant to which T will 

be merged with and into P on June 1 of Year 

1. Pursuant to the contract, the T 

shareholders will receive 40 P shares and $60 

of cash in exchange for all of the outstanding 

stock of T. The contract does not contain a 

customary anti-dilution provision. The P 

stock is listed on an established market. On 

January 2 of Year 1, the value of the P stock 

is $1 per share. On April 10 of Year 1, P 

issues its stock to effect a stock split; each 

shareholder of P receives an additional share 

of P for each P share that it holds. On April 

11 of Year 1, the value of the P stock is $.50 

per share. Because P altered its capital 

structure between January 3 and June 1 of 

Year 1 in a manner that materially alters the 

economic arrangement of the parties, under 

paragraph (e)(2)(iii)(E) of this section, the 

contract is not treated as a binding contract 

that provides for fixed consideration. 

Example 9. Shareholder election with a 

proration mechanism. On January 3 of Year 

1, P and T sign a binding contract pursuant 

to which T will be merged with and into P 

on June 1 of Year 1. Pursuant to the contract, 

at the shareholders’ election, each share of T 

will be exchanged for cash of $1 or, 

alternatively, P stock that has a value of $1, 

if the value of each share of P stock is at least 

$.80 and no more than $1.20 on the effective 

date of the potential reorganization; 1.25 

shares of P stock, if the value of each share 

of P stock is less than $.80 on the effective 

date of the potential reorganization; or .83 

shares of P stock, if the value of each share 

of P stock is more than $1.20 on the effective 

date of the potential reorganization. In 

addition, the contract provides for a 

proration mechanism to ensure that 50 

percent of the T shares will be exchanged for 

cash and 50 percent of the T shares will be 

exchanged for P stock. On January 2 of Year 

1, T has 100 shares outstanding. The P stock 

is listed on an established market. On 

January 2 of Year 1, the value of the P stock 

is $1 per share. Because the contract provides 

for the percentage of the number of shares of 

each class of proprietary interests in T, and 

the percentage (by value) of the proprietary 

interests in T, to be exchanged for stock of 

P and the other requirements of paragraph 

(e)(2)(iii)(A)(3) of this section are satisfied, 

there is a binding contract providing for fixed 

consideration as of January 3 of Year 1. 

Therefore, whether the transaction satisfies 

the continuity of interest requirement is 

determined by reference to the value of the 

P stock on January 2 of Year 1. Because, for 

continuity of interest purposes, the T stock 

is exchanged for $50 of P stock and $50 of 

cash, the transaction preserves a substantial 

part of the value of the proprietary interest 

in T. Therefore, the transaction satisfies the 

continuity of interest requirement. 

* * * * * 

(8) Effective date. Paragraphs (e)(1) 

and (e)(3) through (e)(7) of this section 

apply to transactions occurring after 

January 28, 1998, except that they do 

not apply to any transaction occurring 

pursuant to a written agreement which 

is binding on January 28, 1998, and at 

all times thereafter. Paragraph (e)(1)(ii) 

of this section, however, applies to 

transactions occurring after August 30, 

2000, unless the transaction occurs 

pursuant to a written agreement that is 

(subject to customary conditions) 

binding on that date and at all times 

thereafter. Taxpayers who entered into a 

binding agreement on or after January 

28, 1998, and before August 30, 2000, 

may request a private letter ruling 

permitting them to apply the final 

regulation to their transaction. A private 

letter ruling will not be issued unless 

the taxpayer establishes to the 

satisfaction of the IRS that there is not 

a significant risk of different parties to 

the transaction taking inconsistent 

positions, for Federal tax purposes, with 

respect to the applicability of the final 

regulations to the transaction. Paragraph 

(e)(2) of this section applies to 

transactions occurring pursuant to 

binding contracts entered into after 

September 16, 2005. 

Mark E. Matthews, 

Deputy Commissioner for Services and 

Enforcement. 

Approved: September 6, 2005. 

Eric Solomon, 

Acting Deputy Assistant Secretary of the 

Treasury (Tax Policy). 

[FR Doc. 05–18263 Filed 9–15–05; 8:45 am] 

BILLING CODE 4830–01–P 

DEPARTMENT OF HOMELAND 

SECURITY 

Coast Guard 

33 CFR Part 117 

[CGD05–05–112] 

RIN 1625–AA–09 

Drawbridge Operation Regulations; 

James River, VA 

AGENCY: Coast Guard, DHS. 

ACTION: Notice of temporary deviation 

from regulations. 

SUMMARY: The Commander, Fifth Coast 

Guard District, has approved a 

temporary deviation from the 

regulations governing the operation of 

the James River Bridge, mile 5.0, across 

the James River between Isle of Wight 

and Newport News, Virginia. This 

deviation allows the drawbridge to 

remain closed-to-navigation on two 3- 

day closure periods from 7 a.m. on 

October 14 through 5 p.m. October 17, 

2005, and from 7 a.m. on November 18 

through 5 p.m. November 21, 2005, to 

facilitate mechanical repairs. 

DATES: This deviation is effective from 

7 a.m. on October 14, 2005, until 5 p.m. 

on November 21, 2005. 

ADDRESSES: Materials referred to in this 

document are available for inspection or 

copying at Commander (obr), Fifth Coast 

Guard District, Federal Building, 1st 

Floor, 431 Crawford Street, Portsmouth, 

VA 23704–5004 between 8 a.m. and 4 

p.m., Monday through Friday, except 

Federal holidays. The telephone number 

is (757) 398–6222. Commander (obr), 

Fifth Coast Guard District maintains the 

public docket for this temporary 

deviation. 

FOR FURTHER INFORMATION CONTACT: Bill 

H. Brazier, Bridge Management 

Specialist, Fifth Coast Guard District, at 

(757) 398–6422. 

SUPPLEMENTARY INFORMATION: The James 

River Bridge, a vertical-lift drawbridge, 

has a vertical clearance in the closed 

position to vessels of 60 feet and 145 

feet in the full open position, at mean 

high water. 

Electrical Motor Services Industrial, 

Inc. (EMS), is the contractor engaged to 

perform these repairs for the Virginia 

Department of Transportation (VDOT), 

the bridge owner. EMS, on behalf of 

VDOT, requested a temporary deviation 

from the operating regulations for the 

James River Bridge, set out in 33 CFR 

117.5, that requires the bridge to open 

promptly and fully for the passage of 

vessels when a request to open is given. 

EMS requested the temporary 

deviation to close the James River 

54638 Federal Register / Vol. 70, No. 179 / Friday, September 16, 2005 / Rules and Regulations 

Bridge to navigation to replace and 

install the existing motor and coupling. 

The vertical lift span will be locked in 

the closed-to-navigation position for two 

3-day closure periods: From 7 a.m. on 

October 14, 2005, through 5 p.m. on 

October 17, 2005, and from 7 a.m. on 

November 18, 2005, through 5 p.m. on 

November 21, 2005. During these 

periods, the work requires completely 

immobilizing the operation of the 

vertical lift span in the closed-tonavigation position. 

The Coast Guard has informed the 

known users of the waterway of the 

closure periods for the bridge so that 

these vessels can arrange their transits 

to minimize any impact caused by the 

temporary deviation. 

The District Commander has granted 

temporary deviation from the operating 

requirements listed in 33 CFR 117.35 for 

the purpose of repairing the drawbridge. 

The temporary deviation allows the 

James River Bridge, at mile 5.0, between 

Isle of Wight and Newport News, 

Virginia, to remain closed to navigation 

on two 3-day closure periods: From 7 

a.m. on October 14, 2005, through 5 

p.m. on October 17, 2005, and from 7 

a.m. on November 18, 2005, through 5 

p.m. on November 21, 2005. 

In accordance with 33 CFR 117.35(c), 

this work will be performed with all due 

speed in order to return the bridge to 

normal operations as soon as possible. 

This deviation from the operating 

regulations is authorized under 33 CFR 

117.35. 

Dated: September 9, 2005. 

Waverly W. Gregory, Jr., 

Chief, Bridge Administration Branch, Fifth 

Coast Guard District. 

[FR Doc. 05–18481 Filed 9–15–05; 8:45 am] 

BILLING CODE 4910–15–P 

ENVIRONMENTAL PROTECTION 

AGENCY 

40 CFR Part 49 

[R10–OAR–2005–TR–0001; FRL–7970–2] 

Announcement of the Delegation of 

Partial Administrative Authority for 

Implementation of Federal 

Implementation Plan for the Nez Perce 

Reservation to the Nez Perce Tribe 

AGENCY: Environmental Protection 

Agency (EPA). 

ACTION: Delegation of authority; 

technical amendment. 

SUMMARY: This action announces that on 

June 27, 2005, EPA Region 10 and the 

Nez Perce Tribe entered into a Partial 

Delegation of Administrative Authority 

to carry out certain day-to-day activities 

associated with administration of the 

Federal Implementation Plan for the 

Nez Perce Reservation (Nez Perce FIP). 

A note of this partial delegation is being 

added to the Nez Perce FIP. 

DATES: This action is effective 

September 16, 2005. The date of 

delegation can be found in the 

SUPPLEMENTARY INFORMATION section of 

this document. 

ADDRESSES: EPA has established a 

docket for this action under Docket ID 

No. R10–OAR–2005–TR–0001. The 

delegation agreement and other docket 

materials are available electronically in 

EDOCKET, EPA’s electronic public 

docket and comment system, found at 

http://www.epa.gov/edocket, or in hard 

copy from Steve Body at EPA Region 10, 

Office of Air, Waste and Toxics (AWT–

107), 1200 Sixth Avenue, Seattle, 

Washington 98101, or via e-mail at 

body.steve@epa.gov. Additional 

information may also be obtained from 

the Nez Perce Tribe by contacting Julie 

Simpson, Air Quality Project 

Coordinator, Environmental Restoration 

and Waste Management (ERWM), Nez 

Perce Tribe, P.O. Box 365, Lapwai, 

Idaho 82540. 

FOR FURTHER INFORMATION CONTACT: 

Steve Body at telephone number: (206) 

553–0782, e-mail address: 

body.steve@epa.gov, or the above EPA, 

Region 10 address. 

SUPPLEMENTARY INFORMATION: The 

purpose of this action is to announce 

that on June 27, 2005, EPA Region 10, 

delegated partial administrative 

authority for implementation of certain 

provisions of the Nez Perce FIP to the 

Nez Perce Tribe. See 40 CFR part 49, 

subpart M, section 10401 through 

10430, as authorized by 40 CFR 49.122 

of the Federal Air Rules for 

Reservations, (FARR), 40 CFR part 49, 

subpart C. 

I. Authority To Delegate 

Federal regulation 40 CFR 49.122 

provides EPA authority to delegate to 

Indian tribes partial administrative 

authority to administer provisions of the 

Federal Air Rules for Reservations 

(FARR), 40 CFR part 49, subpart C. 

Tribes must submit a request to the 

Regional Administrator that meets the 

requirements of 40 CFR 49.122. 

II. Partial Delegation of Administrative 

Authority 

On June 27, 2005, EPA entered into an 

‘‘Agreement for Partial Delegation of the 

Federal Implementation Plan for the 

Nez Perce Reservation by the United 

States Environmental Protection 

Agency, Region 10, to the Nez Perce 

Tribe.’’ The Delegation Agreement 

provides authority for the Nez Perce 

Tribe to administer the following rules 

that are part of the Federal 

Implementation Plan for the Nez Perce 

Tribe of Idaho, 40 CFR 49.10401 

through 49.10430: 49.10410(b) Section 

49.124 Rule for limiting visible 

emissions; 49.10410(i) Section 49.131 

General rule for open burning; 

49.10410(j) Section 49.132 Rule for 

general open burning permits; 

49.10410(k) Section 49.133 Rule for 

agricultural burning permits; 

49.10410(l) Section 49.134 Rule for 

forestry and silvicultural burning 

permits; and 49.10410(n) Section 49.137 

Rule for air pollution episodes. 

Section 553 of the Administrative 

Procedure Act, 5 U.S.C. 553 (b)(B), 

provides that, when an agency for good 

cause finds that notice and public 

procedure are impracticable, 

unnecessary or contrary to the public 

interest, the agency may issue a rule 

without providing notice and an 

opportunity for public comment. EPA 

has determined that there is good cause 

for making today’s rule final without 

prior proposal and opportunity for 

comment because EPA is merely 

informing the public of partial 

delegation of administrative authority to 

the Nez Perce Tribe and making a 

technical amendment to the Code of 

Federal Regulations (CFR) by adding a 

note announcing the partial delegation. 

Thus, notice and public procedure are 

unnecessary. EPA finds that this 

constitutes good cause under 5 U.S.C. 

553(b)(B). 

Moreover, since today’s action does 

not create any new regulatory 

requirements, EPA finds that good cause 

exists to provide for an immediate 

effective date pursuant to 5 U.S.C. 

553(d)(3). 

III. Statutory and Executive Order 

Reviews 

Under Executive Order 12866 (58 FR 

51735, October 4, 1993), this action is 

not a ‘‘significant regulatory action’’ and 

therefore is not subject to review by the 

Office of Management and Budget. For 

this reason, this action is also not 

subject to Executive Order 13211, 

‘‘Actions Concerning Regulations That 

Significantly Affect Energy Supply, 

Distribution, or Use’’ (66 FR 28355, May 

22, 2001). This action merely makes a 

technical amendment and gives notice 

of a partial delegation of administrative 

authority. Accordingly, the 

Administrator certifies that this rule 

will not have a significant economic 

impact on a substantial number of small 

entities under the Regulatory Flexibility 

Act (5 U.S.C. 601 et seq.). This rule does