Non-index Filings

ANTITRUST IMPROVEMENTS ACT
NOTIFICATION AND REPORT FORM
for Certain Mergers and Acquisitions
INSTRUCTIONS
GENERAL
The Notification and Report Form ("the Form") is required to be
submitted pursuant to §803.1(a) of the premerger notification
rules, 16 CFR Parts 801-803 ("the Rules").

For acquisitions to which §801.30 does not apply, the affidavit
must attest that a contract, agreement in principle or letter of
intent to merge or acquire has been executed, and further attest
to the good faith intention of the person filing notification to
complete the transaction.

These instructions specify the information which must be
provided in response to the items on the Form. The completed
Form, together with all documentary attachments, are to be filed
with the Federal Trade Commission and the Department of
Justice (‘the Agencies”).

For acquisitions to which §801.30 does apply, the affidavit must
also attest that the issuer whose voting securities or the
unincorporated entity whose non-corporate interests are to be
acquired has received notice; the identity of the acquiring
person and the fact that the acquiring person intends to acquire
voting securities of the issuer or non-corporate interests of the
unincorporated entity; the specific notification threshold that the
acquiring person intends to meet or exceed if an acquisition of
voting securities; the fact that the acquisition may be subject to
the Act, and that the acquiring person will file notification under
the Act; the anticipated date of receipt of such notification by the
Agencies; and the fact that the person within which the issuer or
unincorporated entity is included may be required to file
notification under the Act.

The term "documentary attachments" refers to materials
supplied in response to Item 3(b), Item 4 and to submissions
pursuant to §803.1(b) of the Rules.
Persons providing responses on attachment pages rather than
on the Form must submit a complete set of attachment pages
with each copy of the Form.
Information
The central office for information and assistance concerning the
Rules and the Form is:

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)(3).

Premerger Notification Office
Federal Trade Commission, Room 303
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580
phone: (202) 326-3100 - e-mail: [email protected]

In the case of a tender offer, the affidavit must also attest that
the intention to make the tender offer has been publicly
announced.
An affidavit is not required of an acquired person in a
transaction covered by §801.30. (See §803.5(a)).

Copies of the Form, Instructions and Rules as well as materials
to assist in completing the Form are available at
www.ftc.gov/bc/hsr. An electronic version of the Form is
available at www.hsr.gov and may be used for the direct
electronic submission of filings or to generate a print version of
the Form for paper copy submission.

Responses
Each answer should identify the item to which it is addressed.
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.

Definitions
The definitions and other provisions governing this Form are set
forth in the Rules, 16 CFR Parts 801-803. The governing
statute (“the Act”), 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), 61 FR 13688 (March 28, 1996),
66 FR 8693 (February 1, 2001), 70 FR 4994 (January 31,
2005), 70 FR 11513 (March 8, 2005), 70 FR 73369 (December
12, 2005), 70 FR 77312 (December 30, 2005), 71 FR 2943
(January 18, 2006), and Pub. L. No. 106-533, 114 Stat. 2762.
See www.ftc.gov/bc/hsr for copies of these materials.

For electronic filings, all items are automatically identified within the
Form. Electronic attachments and endnotes may be appended to
the Form for any item.
Enter the name of the person filing notification as reported 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. All financial information should be expressed in millions
of dollars rounded to the nearest one-tenth of a million dollars.
Estimated data should be followed by the notation, "est." For
electronic filings, add an endnote with the notation, “est.” to any item
where data is estimated.

Affidavit
Attach the affidavit required by §803.5 to the Form. If filing
electronically, submit an electronic version of the affidavit as
attachment 1.
The language found in 28 U.S.C. §1746 relating to unsworn
declarations under penalty of perjury may be used instead of
notarization of the affidavit.
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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.

Also, THREE copies (with one set of documentary attachments)
should be sent to:

North American Industry Classification System (NAICS) Data
The Form requests dollar revenues and lines of commerce for nonmanufactured and manufactured products with respect to
operations conducted within the United States and for products
manufactured outside of the United States and sold into the United
States. Filing persons must submit data at the 6-digit NAICS
national industry code level to reflect non-manufacturing revenues.
To the extent that dollar revenues (see §803.2(d)) are derived from
manufacturing operations (NAICS Sectors 31-33), filing persons
must submit data at the 10-digit NAICS product code levels.

(For FEDEX airbills to the Department of Justice, do not use the
20530 zip code; use zip code 20004);

Director of Operations, Antitrust Division,
Department of Justice,
950 Pennsylvania Avenue, N.W., Room #3335
Washington, D.C. 20530.

(2) Complete the electronic version of the Form and submit the
completed Form with all electronic attachments as directed at
www.hsr.gov; or
(3) Complete the electronic version of the Form and submit it
electronically as directed at www.hsr.gov, while providing the
documentary attachments in paper copy to the FTC and DOJ as in
Option 1 above. Note that for Option 3, the attachments must be
listed on the attachments page of the Form and classified as "paper
to follow".

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

If one or both delivery sites are unavailable, the Agencies may
announce alternate sites for delivery through the media and, if
possible, at www.ftc.gov/bc/hsr and www.hsr.gov.
ITEM BY ITEM
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:

Thresholds
Filing fee and notification thresholds are adjusted annually pursuant
to Section 7A(a)(2) of the Clayton Act based on the change in gross
national product, in accordance with Section 8(a)(5). The current
threshold values can be found at www.ftc.gov/bc/hsr.

Value of assets or voting
securities to be held
greater than $50 million (as
adjusted) but less than $100
million (as adjusted)
$100 million (as adjusted) or
greater but less than $500 million
(as adjusted)
$500 million or greater
(as adjusted)

Limited Response
Information need not be supplied regarding assets, non-corporate
interests, or voting securities currently being acquired, when the
acquisition is exempt under the statute or rules. (See §803.2(c)(1)).
The acquired person should limit its response in the case of an
acquisition of assets, to the assets being sold, in the case of an
acquisition of non-corporate interests, to the unincorporated entity(s)
whose non-corporate interests are being acquired, 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
acquired entities. Separate responses may be required where a
person is both acquiring and acquired. (See §§803.2(b) and (c)).

Fee Amount
$45,000

$125,000

$280,000

For current thresholds and fee information, see www.ftc.gov/bc/hsr.
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.

Filing
Filers have three options:
(1) Complete and return ONE original and ONE copy (with one
notarized original affidavit and certification and one set of
documentary attachments) of the Notification and Report Form
(“Form”) to:
Premerger Notification Office
Federal Trade Commission, Room 303
600 Pennsylvania Avenue, N.W.
Washington, D.C. 20580

Payer Identification
Provide the 9-digit Taxpayer Identification Number (TIN) of the
acquiring person and, if different from the filing person, the TIN of

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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, if different, need be supplied.

authority and the date or anticipated date of each such notification.
Response to this item is voluntary.
ITEM 1
Item 1(a)
Provide the name, headquarters address and website (if one exists)
of the person filing notification. The name of the person is the name
of the ultimate parent entity.

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.

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).

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:

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

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 filer’s name. If the confirmation number is unavailable at
the time notification is filed, provide this information by letter within
one business day of filing.
When submitting an EWT, all payers should include a contact
person and a phone number in the Comment Field.
If paying by certified check or money order, send the payment to the
Premerger Notification Office at the address above.
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. See
http://www.ftc.gov/bc/hsr/postconsumfilings.shtm for more
information on how to proceed in the case of a corrective filing.
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 debtorin-possession for a transaction that is subject to section 363(b) of
the Bankruptcy Code (11 USC §363).

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 the 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 the 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, voting securities or non-corporate
interests 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 or
non-corporate interests 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)
Provide the name and title, firm name, address, telephone number,
fax number and e-mail address of the primary individual to contact
and a backup contact regarding the Form. (See §803.20(b)(2)(ii)).

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. Note that if
either party requests early termination, it may be granted and
published.

Item 1(h)
Foreign filing persons provide the name, 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)).

Transactions Subject to International Antitrust Notification
If, to the knowledge or belief of the filing person at the time of filing,
a non-U.S. antitrust or competition authority has been or will be
notified of the proposed transaction, list the name of each such

ITEM 2
Item 2(a)
Give the names of all ultimate parent entities of acquiring and
acquired persons that are parties to the acquisition, whether or not

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they are required to file notification. If not required to file, note as
non-reportable.

Item 2(d)(x)
State the aggregate total value of voting securities, assets and noncorporate interests of the acquired person to be held by each
acquiring person, as a result of the acquisition (see §§801.10,
801.12, 801.13, and 801.14).

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

ITEM 3
Item 3(a)
Briefly describe the transaction, indicating whether assets, voting
securities, or non-corporate interests (or some combination) are to
be acquired. Include a list of the name and mailing address of each
acquiring and acquired person, whether or not required to file
notification, and the names of any acquired issuers or non-corporate
entities. In an asset acquisition, provide a brief description of the
business the assets to be acquired comprise. 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
there are additional filings, such as shareholder backside filings,
associated with the transaction, list those, as well as any special
circumstances that apply to the filing, such as whether part of the
transaction is exempt under one of the exemptions found in Section
802.

Item 2(c)
(Acquiring person only) 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 that will be
held as a result of the acquisition.
Note that the 50% notification threshold is the highest threshold and
should be used for any acquisition of 50% or more of the voting
securities of an issuer, regardless of the value of the voting
securities (e.g. an acquisition of 100% of the voting securities of an
issuer, valued in excess of $500 million (as adjusted) would cross
the 50% notification threshold, not the $500 million (as adjusted)
threshold.
Item 2(d)
Item 2(d)(i)
State the value of voting securities already held (see §801.10).

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

Item 2(d)(ii)
State the percentage of voting securities already held (see
§801.12).
Item 2(d)(iii)
State the total value of voting securities to be held as a result of the
acquisition (see §801.10).

Item 3(b)
Furnish copies of all documents that constitute the agreement(s)
among the acquiring person(s) and the person(s) whose voting
securities, non-corporate interests or assets are to be acquired.
Also furnish Agreements Not to Compete. Documents that
constitute the agreement(s) (e.g., a Letter of Intent, Merger
Agreement, Purchase and Sale Agreement) must be executed,
while Agreements Not to Compete may be provided in draft form if
that is the most recent version. If parties are filing on an executed
Letter of Intent, they may also submit a draft of the definitive
agreement. Note that transactions subject to §801.30 and
bankruptcies under 11 USC §363 do not require an executed
agreement or letter of intent. (For paper copy submissions, do not
attach these documents to the Form).

Item 2(d)(iv)
State the total percentage of voting securities to be held as a result
of the acquisition (overall voting power; see §801.12).
Item 2(d)(v)
State the value of non-corporate interests already held ( §801.10).
Item 2(d)(vi)
State the percentage of non-corporate interests already held
(economic interests).
Item 2(d)(vii)
State the total value of non-corporate interests to be held as a result
of the acquisition (see §801.10).
Item 2(d)(viii)
State the total percentage of non-corporate interests to be held as a
result of the acquisition (economic interests).

ITEM 4
Item 4(a)
Provide the names of all entities, including the UPE, within the
person filing notification that file annual reports (Form 10-K or Form
20-F) with the United States Securities and Exchange Commission
and provide the Central Index Key (CIK) number for each entity.
For Items 4(b) through 4(d), furnish one copy of each of the
indicated documents.

Item 2(d)(ix)
State the value of assets to be held as a result of the acquisition
(see §801.10).

Item 4(b)
Provide the most recent annual reports and/or annual audit reports

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of the person filing notification and of each unconsolidated United
States entity included within such person. Natural persons need
only provide annual reports and/or annual audit reports for the
highest level entity(s) they control. Alternatively, the person filing
notification may incorporate a document by reference to an internet
address directly linking to the document (see §803.2(e)(2)).

Persons filing notification may provide an optional index of
documents called for by Item 4.
ITEMS 5 through 7
For Items 5 through 7, the acquired person should limit its response
in the case of an acquisition of assets, to the assets to be acquired,
in the case of an acquisition of non-corporate interests, to the
unincorporated entity(s) being acquired and all entities controlled by
such unincorporated entity(s), 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)).

NOTE: In response to Item 4(b), 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).
If the annual report and/or annual audit report does not show sales
or assets sufficient to meet the size of person test, and the size of
person test is relevant given the size of the transaction, the filing
person must stipulate in Item 4(b) that it meets the test.

NOTE: See "References" listed in the General
Instructions to the Form.

Item 4(c)
Provide 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.

ITEM 5
This item requests information by NAICS code regarding nonmanufacturing and manufacturing dollar revenues. All persons
must submit data on non-manufacturing revenues 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 be submitted at the 10-digit product code level (NAICSbased codes). Where certain published NAICS industry codes
contain only 5 digits, the filing person should add a zero (0) after the
fifth (5th) digit.

NOTE: If the person filing notification withholds or redacts
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).

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).

Item 4(d)
For each category below, indicate (if not contained in the document
itself) the date of preparation, and the name of the company or
organization that prepared each such document.

Persons filing notification should include the total dollar revenues for
all entities included within the person filing notification at the time the
Form is prepared. If no revenues are reported, check the “None”
box and provide a brief explanation.

Item 4(d)(i): Provide all offering memoranda (or documents that
served that function) that reference the acquired entity(s) or assets.
Documents responsive to this item are limited to those produced up
to two years before the date of filing.

Item 5(a)
Provide 6-digit NAICS industry data concerning the aggregate
operations of the person filing notification for the most recent year in
NAICS Sectors other than 31-33 (non-manufacturing industries) in
which the person engaged and 10-digit NAICS product code data
for each product code within NAICS Sectors 31-33 (manufacturing
industries) in which the person engaged, including revenues for
each product manufactured outside the U.S. but sold in or into the
U.S. Sales made directly into the U.S. should be reported in a
manufacturing code. Sales made into the U.S. through a
wholesale or retail operation within the same person should be
reported in both manufacturing (transfer price) and wholesale or
retail (sales price) codes. If such data have not been compiled for
the most recent year, estimates of dollar revenues by 6-digit NAICS
industry codes and 10-digit NAICS product codes may be provided
if a statement describing the method of estimation is furnished.

Item 4(d)(ii): Provide all studies, surveys, analyses and reports
prepared by investment bankers, consultants or other third party
advisors if they were prepared 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 market shares,
competition, competitors, markets, potential for sales growth or
expansion into product or geographic markets, and that also
reference the acquired entity(s) or assets. Documents responsive
to this item are limited to those produced up to two years before the
date of filing.
Item 4(d)(iii): Provide all studies, surveys, analyses and reports
evaluating or analyzing synergies and/or efficiencies if they 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. Financial
models without stated assumptions need not be provided in
response to this item.

Item 5(b)
Supply the following information only if the acquisition is the
formation of a joint venture corporation or unincorporated entity (see

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§§801.40 and 801.50). If the acquisition is not a formation, check
the “Not Applicable” box.

than fifty percent of the voting securities of any issuer or noncorporate interests of any unincorporated entity, list the issuer and
percentage of voting securities held, or in the case of an
unincorporated entity, the unincorporated entity and the percentage
of non-corporate interests held.

Item 5(b)(i)
List the contributions that each person forming the joint venture
corporation or unincorporated entity has agreed to make, specifying
when each contribution is to be made and the value of the
contribution as agreed by the contributors.

The acquiring person should limit its response, based on its
knowledge or belief, to entities that derived dollar revenues in the
most recent year from operations in industries within any 6-digit
NAICS industry code in which the acquired entity(s) or assets also
derived dollar revenues in the most recent year. The acquired entity
should limit its response, based on its knowledge or belief, to
entities that derive revenues in the same 6-digit NAICS industry
code as the acquiring person. If NAICS codes are unavailable,
holdings in entities that have operations in the same industry, based
on the knowledge or belief of the filing person, should be listed.
Holdings of issuers or unincorporated entities with total assets of
less than $10 million, may be omitted. In responding to Item 6(c)(i),
it is permissible for a filing person to list all entities in which it has a
reportable minority interest.

Item 5(b)(ii)
Describe fully the consideration which each person forming the joint
venture corporation or unincorporated entity will receive in
exchange for its contribution(s).
Item 5(b)(iii)
Describe generally the business in which the joint venture
corporation or unincorporated entity 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 6(c)(ii)
(Acquiring person only) For each associate (see §801.1(d)(2)) of
the person filing notification holding five percent or more but less
than fifty percent of the voting securities of any issuer or noncorporate interests of any unincorporated entity that derived dollar
revenues in the most recent year from operations in industries
within any 6-digit NAICS industry code in which the acquired
entity(s) or assets also derived dollar revenues in the most recent
year, list, based on the knowledge or belief of the acquiring person,
the top level associate, the issuer or unincorporated entity and
percentage held. If NAICS codes are unavailable, holdings in
entities that have operations in the same industry, based on the
knowledge or belief of the acquiring person, should be listed.
Holdings of entities with total assets of less than $10 million may be
omitted. In responding to Item 6(c)(ii), it is permissible for the
acquiring person to list all entities in which its associate(s) has a
reportable minority interest.

Item 5(b)(iv)
Identify each 6-digit NAICS industry code in which the joint venture
corporation or unincorporated entity will derive dollar revenues. If
the joint venture corporation or unincorporated entity will be
engaged in manufacturing, also specify each 10-digit NAICS
product code 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)
List the name and city and state/country of any U.S. entities and any
foreign entities that have sales into the U.S. included within the
person filing notification. Entities with total assets of less than $10
million may be omitted. In responding to Item 6(a), it is permissible
for a filing person to report all entities within it.
Item 6(b)
For the acquired entity(s) and for the acquiring entity(s) and its UPE
or, in the case of natural persons, the top-level corporate or noncorporate entity(s) within that UPE, list the name and headquarters
mailing address of each other person that holds (See §801.1(c)) five
percent or more of the outstanding voting securities or noncorporate interests of the entity, and the percentage of voting
securities or non-corporate interests held by that person.
For limited partnerships, only the general partner(s), regardless of
percentage held, should be listed.

ITEM 7
If, to the knowledge or belief of the person filing notification, the
acquiring person filing notification, or any associate (see
§801.1(d)(2)) of the acquiring person, derived dollar revenues in the
most recent year from operations in industries within any 6-digit
NAICS industry code in which any acquired entity that is a party to
the acquisition also derived dollar revenues in the most recent year,
or in which a joint venture corporation or unincorporated entity will
derive dollar revenues (note that if the acquired entity is a joint
venture the only overlaps will be between the assets to be held by
the joint venture and any assets of the acquiring person not
contributed to the joint venture), 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)
Item 7(b)(i)
List the name of each person that is a party to the acquisition that
also derived dollar revenues in the 6-digit industry and, if different,
the name of the entity(s) that actually derived those revenues.

Item 6(c)
Item 6(c)(i)
If the person filing notification holds five percent or more but less
Instructions to FTC Form C 4 (rev. xx/xx/xxxx)

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Item 7(b)(ii)
(Acquiring person only) List the name of each top level associate
of the acquiring person that also derived dollar revenues in the 6digit industry and, if different, the name of the entity(s) that actually
derived those revenues.
Item 7(c)
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
industry 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); 515 (broadcasting); 517
(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 Nonmetallic Mineral Mining and Quarrying (2123);
Concrete (32732); Concrete products (32733); Industrial gases
(32512); 44-45 (retail trade), except 442 (furniture and home
furnishings stores), and 443 (electronics and appliance stores); 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), except
7212 (recreational vehicle parks and recreational camps), and 7213
(rooming and boarding houses); 811 (repair and maintenance),
except 8114 (Personal and Household Goods 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 442
(furniture and home furnishings stores), 443 (electronics and
appliance stores); 516 (internet publishing & broadcasting); 518
(internet service providers); 519 (other information services); 523
(securities, commodity contracts and other financial investments
and related activities); 525 (funds, trusts and other financial
vehicles); 53 (real estate and rental and leasing); 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, and other insurance related activities);
7212 (recreational vehicle parks and recreational camps), 7213
(rooming and boarding houses) and 8114 (personal and household
goods repair and maintenance) 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.
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 7(d)
(Acquiring person only) Use the geographic markets listed in
Items 7(c)(i) through 7(c)(vi) to respond to this item, providing the
information for associates of the acquiring person. List separately
responses for each associate of the acquiring person and, if
different, the entity(s) that actually derived the revenues.
ITEM 8
(Acquiring person only). Determine each 6-digit NAICS industry
code listed in Item 7(a) above, in which the acquiring person derived
dollar revenues of $1 million or more in the most recent year and in
which either the acquired entity derived revenues of $1 million or
more in the recent year (or in the case of the formation of a joint
venture corporation or unincorporated entity, the joint venture
corporation or unincorporated entity reasonably can be expected to
derive revenues of $1 million or more), or, in the case of acquired
assets, to which revenues of $1 million or more were attributable in
the most recent year. 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 or 50 percent or more of
non-corporate interests of an unincorporated entity that 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 from which the voting securities, noncorporate interests or assets were acquired;
(b) the headquarters address of that entity prior to the acquisition;
(c) whether voting securities, non-corporate interests 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.

Instructions to FTC Form C 4 (rev. xx/xx/xxxx)

VII

CERTIFICATION- (See §803.6)
The language found in 28 U.S.C. §1746 relating to unsworn
declarations under penalty of perjury may be used instead of
notarization of the certification.

Privacy Act Statement--Section 18a(a) of Title 15 of the U.S. Code
authorizes the collection of this information. Our authority to collect
Social Security numbers is 31 U.S.C. 7701. The primary use of
information submitted on this Form is to determine whether the
reported merger or acquisition may violate the antitrust laws.
Taxpayer information is collected, used, and may be shared with
other agencies and contractors for payment processing, debt
collection and reporting purposes. 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 $16,000 per day. We also may be unable to process the
Form unless you provide all of the requested information.

Instructions to FTC Form C 4 (rev. xx/xx/xxxx)

VIII