Premerger Notification; Reporting and Waiting Period Requirements

The Commission is proposing amendments to the Hart-Scott- Rodino (``HSR'') Premerger Notification Rules (the ``Rules''), the Premerger Notification and Report Form (the ``Form'') and associated Instructions in order to streamline the Form and capture new information that will help the Federal Trade Commission (the ``Commission'' or ``FTC'') and the Antitrust Division of the Department of Justice (the ``Assistant Attorney General'' or the ``Antitrust Division'') (together the ``Antitrust Agencies'' or ``Agencies'') conduct their initial review of a proposed transaction's competitive impact. Section 7A of the Clayton Act (the ``Act'') requires the parties to certain mergers or acquisitions to file with the Agencies and to wait a specified period of time before consummating such transactions. The reporting requirement and the waiting period that it triggers are intended to enable the Antitrust 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, pursuant to section 7 of the Act.

Agency Contact: Robert L. Jones, Deputy Assistant Director, Premerger Notification Office, Bureau of Competition, Room 302, Federal Trade Commission, Washington, DC 20580. Telephone: (202) 326-3100. E-mail: (rjones@ftc.gov).