Sec. 803.2 Instructions applicable to Notification and Report Form

  1. The notification required by the act shall be filed by the preacquisition ultimate parent entity, or by any entity included within the person authorized by such preacquisition ultimate parent entity to file notification on its behalf. In the case of a natural person required by the act to file notification, such notification may be filed by his or her legal representative:

    Provided however, That notwithstanding Sec. 801.1(c)(2) and Sec. 801.2, only one notification shall be filed by or on behalf of a natural person, spouse and minor children with respect to an acquisition as a result of which more than one such natural person will hold voting securities of the same issuer.

Example:

Jane Doe, her husband and minor child collectively hold more than 50 percent of the shares of family corporation F. Therefore, Jane Doe (or her husband or minor child) is the 'ultimate parent entity' of a 'person' composed to herself (or her husband or minor child) and F; see paragraphs (a)(3), (b) and (c)(2) of Sec. 801.1. If corporation F is to acquire corporation X, under this paragraph only one notification is to be filed by Jane Doe, her husband and minor child collectively.

  1. Except as provided in paragraph (b)(2) of this section and paragraph (c) of this section, items 5-9 and the appendix to the Notification and Report Form must be completed -
    1. By acquiring persons, with respect to all entities included within the acquiring person;  
    2. By acquired persons, in the case of an acquisition of assets, only with respect to the assets to be acquired;  
    3. By acquired persons, in the case of an acquisition of voting securities, with respect to only the issuer whose voting securities are being acquired, and all entities controlled by such issuer; and  
    4. By persons which are both acquiring and acquired persons, separately in the manner that would be required of acquiring and acquired persons under this paragraph, if different.
    1. For purposes of items 7-9 of the Notification and Report Form, the acquiring person shall regard the acquired person in the manner described in paragraphs (b)(1) (ii) and (iii) of this section.

Example:

Person 'A' is comprised of entities separately engaged in grocery retailing, auto rental, and coal mining. Person 'B' is comprised of entities separately engaged in wholesale magazine distribution, auto rental and book publishing. 'A' proposes to purchase 100 percent of the voting securities of 'B' 's book publishing subsidiary. For purposes of item 5, under clause (b)(1)(i), 'A' reports, the activities of all its entities; under clause (b)(1)(iii), 'B' reports only the operations of its book publishing subsidiary. For purposes of items 7-9, under subparagraph (2) of this paragraph 'A' must regard 'B' as consisting only of its book publishing subsidiary, and must disregard the fact that 'A' and 'B' are both engaged in the auto rental business.

  1. In response to items 5, 7, 8, and 9 and the appendix to the Notification and Report Form -
    1. Information shall be supplied only with respect to operations conducted within the United States; and    
    2. Information need not be supplied with respect to assets or voting securities to be acquired, the acquisition of which is exempt from the requirements of the act.  
  2. The term 'dollar revenues,' as used in the Notification and Report Form, means value of shipments for manufacturing operations, and sales, receipts, revenues, or other appropriate dollar value measure for operations other than manufacturing, f.o.b. the plant or establishment less returns, after discounts and allowances and excluding freight charges and excise taxes. Dollar revenues including delivery may be supplied if delivery is an integral part of the sales price. Dollar revenues include interplant transfers.  
  3. A person filing notification may incorporate by reference only documentary materials required to be filed in response to item 4(a) of the Notification and Report Form and annual reports required to be filed in response to item 4(b), which were previously submitted with a filing by the same person and which are the most recent versions available; except that when the same parties file for a higher notification 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.

(43 FR 33548, July 31, 1978, as amended at 48 FR 34438, July 29, 1983)

96/09/26