15 USC 18a(h): Information submitted in connection with the premerger notification provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

          
Sec. 18a. Premerger notification and waiting period
(a) Filing

    Except as exempted pursuant to subsection (c) of this section, no 
person shall acquire, directly or indirectly, any voting securities or 
assets of any other person, unless both persons (or in the case of a 
tender offer, the acquiring person) file notification pursuant to rules 
under subsection (d)(1) of this section and the waiting period described 
in subsection (b)(1) of this section has expired, if--
        (1) the acquiring person, or the person whose voting securities 
    or assets are being acquired, is engaged in commerce or in any 
    activity affecting commerce; and
        (2) as a result of such acquisition, the acquiring person would 
    hold an aggregate total amount of the voting securities and assets 
    of the acquired person--
            (A) in excess of $200,000,000 (as adjusted and published for 
        each fiscal year beginning after September 30, 2004, in the same 
        manner as provided in section 19(a)(5) of this title to reflect 
        the percentage change in the gross national product for such 
        fiscal year compared to the gross national product for the year 
        ending September 30, 2003); or
            (B)(i) in excess of $50,000,000 (as so adjusted and 
        published) but not in excess of $200,000,000 (as so adjusted and 
        published); and
            (ii)(I) any voting securities or assets of a person engaged 
        in manufacturing which has annual net sales or total assets of 
        $10,000,000 (as so adjusted and published) or more are being 
        acquired by any person which has total assets or annual net 
        sales of $100,000,000 (as so adjusted and published) or more;
            (II) any voting securities or assets of a person not engaged 
        in manufacturing which has total assets of $10,000,000 (as so 
        adjusted and published) or more are being acquired by any person 
        which has total assets or annual net sales of $100,000,000 (as 
        so adjusted and published) or more; or
            (III) any voting securities or assets of a person with 
        annual net sales or total assets of $100,000,000 (as so adjusted 
        and published) or more are being acquired by any person with 
        total assets or annual net sales of $10,000,000 (as so adjusted 
        and published) or more.

In the case of a tender offer, the person whose voting securities are 
sought to be acquired by a person required to file notification under 
this subsection shall file notification pursuant to rules under 
subsection (d) of this section.

(b) Waiting period; publication; voting securities

    (1) The waiting period required under subsection (a) of this section 
shall--
        (A) begin on the date of the receipt by the Federal Trade 
    Commission and the Assistant Attorney General in charge of the 
    Antitrust Division of the Department of Justice (hereinafter 
    referred to in this section as the ``Assistant Attorney General'') 
    of--
            (i) the completed notification required under subsection (a) 
        of this section, or
            (ii) if such notification is not completed, the notification 
        to the extent completed and a statement of the reasons for such 
        noncompliance,

    from both persons, or, in the case of a tender offer, the acquiring 
    person; and
        (B) end on the thirtieth day after the date of such receipt (or 
    in the case of a cash tender offer, the fifteenth day), or on such 
    later date as may be set under subsection (e)(2) or (g)(2) of this 
    section.

    (2) The Federal Trade Commission and the Assistant Attorney General 
may, in individual cases, terminate the waiting period specified in 
paragraph (1) and allow any person to proceed with any acquisition 
subject to this section, and promptly shall cause to be published in the 
Federal Register a notice that neither intends to take any action within 
such period with respect to such acquisition.
    (3) As used in this section--
        (A) 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, with respect to 
    unincorporated issuers, persons exercising similar functions.
        (B) The amount or percentage of voting securities or assets of a 
    person which are acquired or held by another person shall be 
    determined by aggregating the amount or percentage of such voting 
    securities or assets held or acquired by such other person and each 
    affiliate thereof.

(c) Exempt transactions

    The following classes of transactions are exempt from the 
requirements of this section--
        (1) acquisitions of goods or realty transferred in the ordinary 
    course of business;
        (2) acquisitions of bonds, mortgages, deeds of trust, or other 
    obligations which are not voting securities;
        (3) acquisitions of voting securities of an issuer at least 50 
    per centum of the voting securities of which are owned by the 
    acquiring person prior to such acquisition;
        (4) transfers to or from a Federal agency or a State or 
    political subdivision thereof;
        (5) transactions specifically exempted from the antitrust laws 
    by Federal statute;
        (6) transactions specifically exempted from the antitrust laws 
    by Federal statute if approved by a Federal agency, if copies of all 
    information and documentary material filed with such agency are 
    contemporaneously filed with the Federal Trade Commission and the 
    Assistant Attorney General;
        (7) transactions which require agency approval under section 
    1467a(e) of title 12, section 1828(c) of title 12, or section 1842 
    of title 12, except that a portion of a transaction is not exempt 
    under this paragraph if such portion of the transaction (A) is 
    subject to section 1843(k) of title 12; and (B) does not require 
    agency approval under section 1842 of title 12;
        (8) transactions which require agency approval under section 
    1843 of title 12 or section 1464 of title 12, if copies of all 
    information and documentary material filed with any such agency are 
    contemporaneously filed with the Federal Trade Commission and the 
    Assistant
    Attorney General at least 30 days prior to consummation of the 
    proposed transaction, except that a portion of a transaction is not 
    exempt under this paragraph if such portion of the transaction (A) 
    is subject to section 1843(k) of title 12; and (B) does not require 
    agency approval under section 1843 of title 12;
        (9) acquisitions, solely for the purpose of investment, of 
    voting securities, if, as a result of such acquisition, the 
    securities acquired or held do not exceed 10 per centum of the 
    outstanding voting securities of the issuer;
        (10) acquisitions of voting securities, if, as a result of such 
    acquisition, the voting securities acquired do not increase, 
    directly or indirectly, the acquiring person's per centum share of 
    outstanding voting securities of the issuer;
        (11) acquisitions, solely for the purpose of investment, by any 
    bank, banking association, trust company, investment company, or 
    insurance company, of (A) voting securities pursuant to a plan of 
    reorganization or dissolution; or (B) assets in the ordinary course 
    of its business; and
        (12) such other acquisitions, transfers, or transactions, as may 
    be exempted under subsection (d)(2)(B) of this section.

(d) Commission rules

    The Federal Trade Commission, with the concurrence of the Assistant 
Attorney General and by rule in accordance with section 553 of title 5, 
consistent with the purposes of this section--
        (1) shall require that the notification required under 
    subsection (a) of this section be in such form and contain such 
    documentary material and information relevant to a proposed 
    acquisition as is necessary and appropriate to enable the Federal 
    Trade Commission and the Assistant Attorney General to determine 
    whether such acquisition may, if consummated, violate the antitrust 
    laws; and
        (2) may--
            (A) define the terms used in this section;
            (B) exempt, from the requirements of this section, classes 
        of persons, acquisitions, transfers, or transactions which are 
        not likely to violate the antitrust laws; and
            (C) prescribe such other rules as may be necessary and 
        appropriate to carry out the purposes of this section.

(e) Additional information; waiting period extensions

    (1)(A) The Federal Trade Commission or the Assistant Attorney 
General may, prior to the expiration of the 30-day waiting period (or in 
the case of a cash tender offer, the 15-day waiting period) specified in 
subsection (b)(1) of this section, require the submission of additional 
information or documentary material relevant to the proposed 
acquisition, from a person required to file notification with respect to 
such acquisition under subsection (a) of this section prior to the 
expiration of the waiting period specified in subsection (b)(1) of this 
section, or from any officer, director, partner, agent, or employee of 
such person.
    (B)(i) The Assistant Attorney General and the Federal Trade 
Commission shall each designate a senior official who does not have 
direct responsibility for the review of any enforcement recommendation 
under this section concerning the transaction at issue, to hear any 
petition filed by such person to determine--
        (I) whether the request for additional information or 
    documentary material is unreasonably cumulative, unduly burdensome, 
    or duplicative; or
        (II) whether the request for additional information or 
    documentary material has been substantially complied with by the 
    petitioning person.

    (ii) Internal review procedures for petitions filed pursuant to 
clause (i) shall include reasonable deadlines for expedited review of 
such petitions, after reasonable negotiations with investigative staff, 
in order to avoid undue delay of the merger review process.
    (iii) Not later than 90 days after December 21, 2000, the Assistant 
Attorney General and the Federal Trade Commission shall conduct an 
internal review and implement reforms of the merger review process in 
order to eliminate unnecessary burden, remove costly duplication, and 
eliminate undue delay, in order to achieve a more effective and more 
efficient merger review process.
    (iv) Not later than 120 days after December 21, 2000, the Assistant 
Attorney General and the Federal Trade Commission shall issue or amend 
their respective industry guidance, regulations, operating manuals and 
relevant policy documents, to the extent appropriate, to implement each 
reform in this subparagraph.
    (v) Not later than 180 days after December 21, 2000, the Assistant 
Attorney General and the Federal Trade Commission shall each report to 
Congress--
        (I) which reforms each agency has adopted under this 
    subparagraph;
        (II) which steps each has taken to implement such internal 
    reforms; and
        (III) the effects of such reforms.

    (2) The Federal Trade Commission or the Assistant Attorney General, 
in its or his discretion, may extend the 30-day waiting period (or in 
the case of a cash tender offer, the 15-day waiting period) specified in 
subsection (b)(1) of this section for an additional period of not more 
than 30 days (or in the case of a cash tender offer, 10 days) after the 
date on which the Federal Trade Commission or the Assistant Attorney 
General, as the case may be, receives from any person to whom a request 
is made under paragraph (1), or in the case of tender offers, the 
acquiring person, (A) all the information and documentary material 
required to be submitted pursuant to such a request, or (B) if such 
request is not fully complied with, the information and documentary 
material submitted and a statement of the reasons for such 
noncompliance. Such additional period may be further extended only by 
the United States district court, upon an application by the Federal 
Trade Commission or the Assistant Attorney General pursuant to 
subsection (g)(2) of this section.

(f) Preliminary injunctions; hearings

    If a proceeding is instituted or an action is filed by the Federal 
Trade Commission, alleging
that a proposed acquisition violates section 18 of this title, or 
section 45 of this title, or an action is filed by the United States, 
alleging that a proposed acquisition violates such section 18 of this 
title, or section 1 or 2 of this title, and the Federal Trade Commission 
or the Assistant Attorney General (1) files a motion for a preliminary 
injunction against consummation of such acquisition pendente lite, and 
(2) certifies the United States district court for the judicial district 
within which the respondent resides or carries on business, or in which 
the action is brought, that it or he believes that the public interest 
requires relief pendente lite pursuant to this subsection, then upon the 
filing of such motion and certification, the chief judge of such 
district court shall immediately notify the chief judge of the United 
States court of appeals for the circuit in which such district court is 
located, who shall designate a United States district judge to whom such 
action shall be assigned for all purposes.

(g) Civil penalty; compliance; power of court

    (1) Any person, or any officer, director, or partner thereof, who 
fails to comply with any provision of this section shall be liable to 
the United States for a civil penalty of not more than $10,000 for each 
day during which such person is in violation of this section. Such 
penalty may be recovered in a civil action brought by the United States.
    (2) If any person, or any officer, director, partner, agent, or 
employee thereof, fails substantially to comply with the notification 
requirement under subsection (a) of this section or any request for the 
submission of additional information or documentary material under 
subsection (e)(1) of this section within the waiting period specified in 
subsection (b)(1) of this section and as may be extended under 
subsection (e)(2) of this section, the United States district court--
        (A) may order compliance;
        (B) shall extend the waiting period specified in subsection 
    (b)(1) of this section and as may have been extended under 
    subsection (e)(2) of this section until there has been substantial 
    compliance, except that, in the case of a tender offer, the court 
    may not extend such waiting period on the basis of a failure, by the 
    person whose stock is sought to be acquired, to comply substantially 
    with such notification requirement or any such request; and
        (C) may grant such other equitable relief as the court in its 
    discretion determines necessary or appropriate,

upon application of the Federal Trade Commission or the Assistant 
Attorney General.

        

            
 
          

(h) Disclosure exemption

    Any information or documentary material filed with the Assistant 
Attorney General or the Federal Trade Commission pursuant to this 
section shall be exempt from disclosure under section 552 of title 5, 
and no such information or documentary material may be made public, 
except as may be relevant to any administrative or judicial action or 
proceeding. Nothing in this section is intended to prevent disclosure to 
either body of Congress or to any duly authorized committee or 
subcommittee of the Congress.

(i) Construction with other laws

    (1) Any action taken by the Federal Trade Commission or the 
Assistant Attorney General or any failure of the Federal Trade 
Commission or the Assistant Attorney General to take any action under 
this section shall not bar any proceeding or any action with respect to 
such acquisition at any time under any other section of this Act or any 
other provision of law.
    (2) Nothing contained in this section shall limit the authority of 
the Assistant Attorney General or the Federal Trade Commission to secure 
at any time from any person documentary material, oral testimony, or 
other information under the Antitrust Civil Process Act [15 U.S.C. 1311 
et seq.], the Federal Trade Commission Act [15 U.S.C. 41 et seq.], or 
any other provision of law.

(j) Omitted

(k) Extensions of time

    If the end of any period of time provided in this section falls on a 
Saturday, Sunday, or legal public holiday (as defined in section 6103(a) 
of title 5), then such period shall be extended to the end of the next 
day that is not a Saturday, Sunday, or legal public holiday.

(Oct. 15, 1914, ch. 323, Sec. 7A, as added Pub. L. 94-435, title II, 
Sec. 201, Sept. 30, 1976, 90 Stat. 1390; amended Pub. L. 98-620, title 
IV, Sec. 402(10)(A), Nov. 8, 1984, 98 Stat. 3358; Pub. L. 101-73, title 
XII, Sec. 1214, Aug. 9, 1989, 103 Stat. 529; Pub. L. 106-102, title I, 
Sec. 133(c), Nov. 12, 1999, 113 Stat. 1383; Pub. L. 106-553, 
Sec. 1(a)(2) [title VI, Sec. 630(a), (c), (d)], Dec. 21, 2000, 114 Stat. 
2762, 2762A-108, 2762A-110.)

                       References in Text

    The antitrust laws, referred to in subsecs. (c), (d), are defined in 
section 12 of this title.
    This Act, referred to in subsec. (i)(1), is act Oct. 15, 1914, ch. 
323, 38 Stat. 730, as amended, known as the Clayton Act, which is 
classified generally to sections 12, 13, 14 to 19, 21, and 22 to 27 of 
this title, and sections 52 and 53 of Title 29, Labor. For further 
details and complete classification of this Act to the Code, see 
References in Text note set out under section 12 of this title and 
Tables.
    The Federal Trade Commission Act, referred to in subsec. (i)(2), is 
act Sept. 26, 1914, ch. 311, 38 Stat. 717, as amended, which is 
classified generally to subchapter I (Sec. 41 et seq.) of chapter 2 of 
this title. For complete classification of this Act to the Code, see 
section 58 of this title and Tables.
    The Antitrust Civil Process Act, referred to in subsec. (i)(2), is 
Pub. L. 87-664, Sept. 19, 1962, 76 Stat. 548, as amended, which is 
classified generally to chapter 34 (Sec. 1311 et seq.) of this title. 
For complete classification of this Act to the Code, see Short Title 
note set out under section 1311 of this title and Tables.

                          Codification

    December 21, 2000, referred to in subsec. (e)(1)(B), was in the 
original ``the date of the enactment of this Act'' which was translated 
as meaning the date of enactment of Pub. L. 106-553, which enacted 
subsec. (e)(1)(B), to reflect the probable intent of Congress.
    Subsection (j), which required the Federal Trade Commission, with 
the concurrence of the Assistant Attorney General, to report annually to 
Congress on the operation of this section, terminated, effective May 15, 
2000, pursuant to section 3003 of Pub. L. 104-66, as amended, set out as 
a note under section 1113 of Title
31, Money and Finance. See, also, page 172 of House Document No. 103-7.
                               Amendments

    2000--Subsec. (a). Pub. L. 106-553, Sec. 1(a)(2) [title VI, 
Sec. 630(a)], amended subsec. (a) generally, reenacting introductory 
provisions, par. (1), and concluding provisions without change, adding 
par. (2), and striking out former pars. (2) and (3) which read as 
follows:
    ``(2)(A) any voting securities or assets of a person engaged in 
manufacturing which has annual net sales or total assets of $10,000,000 
or more are being acquired by any person which has total assets or 
annual net sales of $100,000,000 or more;
    ``(B) any voting securities or assets of a person not engaged in 
manufacturing which has total assets of $10,000,000 or more are being 
acquired by any person which has total assets or annual net sales of 
$100,000,000 or more; or
    ``(C) any voting securities or assets of a person with annual net 
sales or total assets of $100,000,000 or more are being acquired by any 
person with total assets or annual net sales of $10,000,000 or more; and
    ``(3) as a result of such acquisition, the acquiring person would 
hold--
        ``(A) 15 per centum or more of the voting securities or assets 
    of the acquired person, or
        ``(B) an aggregate total amount of the voting securities and 
    assets of the acquired person in excess of $15,000,000.''
    Subsec. (e)(1). Pub. L. 106-553, Sec. 1(a)(2) [title VI, 
Sec. 630(c)], designated existing provisions as subpar. (A) and added 
subpar. (B).
    Subsec. (e)(2). Pub. L. 106-553, Sec. 1(a)(2) [title VI, 
Sec. 630(d)(1)], substituted ``30 days'' for ``20 days''.
    Subsec. (k). Pub. L. 106-553, Sec. 1(a)(2) [title VI, 
Sec. 630(d)(2)], added subsec. (k).
    1999--Subsec. (c)(7). Pub. L. 106-102, Sec. 133(c)(1), inserted 
before semicolon at end ``, except that a portion of a transaction is 
not exempt under this paragraph if such portion of the transaction (A) 
is subject to section 1843(k) of title 12; and (B) does not require 
agency approval under section 1842 of title 12''.
    Subsec. (c)(8). Pub. L. 106-102, Sec. 133(c)(2), inserted before 
semicolon at end ``, except that a portion of a transaction is not 
exempt under this paragraph if such portion of the transaction (A) is 
subject to section 1843(k) of title 12; and (B) does not require agency 
approval under section 1843 of title 12''.
    1989--Subsec. (c)(7). Pub. L. 101-73, Sec. 1214(1), inserted 
reference to section 1467a(e) of title 12.
    Subsec. (c)(8). Pub. L. 101-73, Sec. 1214(2), struck out reference 
to section 1726 or 1730a(e) of title 12.
    1984--Subsec. (f)(2). Pub. L. 98-620 struck out designation ``(A)'' 
before ``upon the filing'', and struck out subpar. (B) which had 
provided that if the Federal Trade Commission or the Assistant Attorney 
General certified that he or it believed that the public interest 
required relief pendente lite pursuant to this subsection, the motion 
for a preliminary injunction had to be set down for hearing by the 
district judge so designated at the earliest practicable time, would 
take precedence over all matters except older matters of the same 
character and trials pursuant to section 3161 of title 18, and had to be 
in every way expedited.
                    Effective Date of 2000 Amendment

    Pub. L. 106-553, Sec. 1(a)(2) [title VI, Sec. 630(e)], Dec. 21, 
2000, 114 Stat. 2762, 2762A-111, provided that: ``This section [amending 
this section and provisions set out as a note under this section] and 
the amendments made by this section shall take effect on the 1st day of 
the 1st month that begins more than 30 days after the date of the 
enactment of this Act [Dec. 21, 2000].''
                    Effective Date of 1999 Amendment

    Amendment by Pub. L. 106-102 effective 120 days after Nov. 12, 1999, 
see section 161 of Pub. L. 106-102, set out as a note under section 24 
of Title 12, Banks and Banking.
                    Effective Date of 1984 Amendment

    Amendment by Pub. L. 98-620 not applicable to cases pending on Nov. 
8, 1984, see section 403 of Pub. L. 98-620, set out as an Effective Date 
note under section 1657 of Title 28, Judiciary and Judicial Procedure.
                             Effective Date

    Section 202 of Pub. L. 94-435 provided that: ``The amendment made by 
section 201 of this Act [enacting this section] shall take effect 150 
days after the date of enactment of this Act [Sept. 30, 1976], except 
that subsection (d) of section 7A of the Clayton Act [subsec. (d) of 
this section] (as added by section 201 of this Act) shall take effect on 
the date of enactment of this Act.''
                Assessment and Collection of Filing Fees

    Pub. L. 101-162, title VI, Sec. 605, Nov. 21, 1989, 103 Stat. 1031, 
as amended by Pub. L. 101-302, title II, May 25, 1990, 104 Stat. 217; 
Pub. L. 102-395, title I, Oct. 6, 1992, 106 Stat. 1847; Pub. L. 103-317, 
title I, Aug. 26, 1994, 108 Stat. 1739; Pub. L. 106-553, Sec. 1(a)(2) 
[title VI, Sec. 630(b)], Dec. 21, 2000, 114 Stat. 2762, 2762A-109, 
provided that:
    ``(a) Five working days after enactment of this Act [Nov. 21, 1989] 
and thereafter, the Federal Trade Commission shall assess and collect 
filing fees established in subsection (b) which shall be paid by persons 
acquiring voting securities or assets who are required to file premerger 
notifications by the [sic] section 7A of the Clayton Act (15 U.S.C. 18a) 
and the regulations promulgated thereunder. For purposes of said Act, no 
notification shall be considered filed until payment of the fee required 
by this section. Fees collected pursuant to this section shall be 
divided evenly between and credited to the appropriations, Federal Trade 
Commission, `Salaries and Expenses' and Department of Justice, `Salaries 
and Expenses, Antitrust Division': Provided, That fees in excess of 
$40,000,000 in fiscal year 1990 shall be deposited to the credit of the 
Treasury of the United States: Provided further, That fees made 
available to the Federal Trade Commission and the Antitrust Division 
herein shall remain available until expended.
    ``(b) The filing fees referred to in subsection (a) are--
        ``(1) $45,000 if the aggregate total amount determined under 
    section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is less 
    than $100,000,000 (as adjusted and published for each fiscal year 
    beginning after September 30, 2004, in the same manner as provided 
    in section 8(a)(5) of the Clayton Act (15 U.S.C. 19(a)(5)) to 
    reflect the percentage change in the gross national product for such 
    fiscal year compared to the gross national product for the year 
    ending September 30, 2003);
        ``(2) $125,000 if the aggregate total amount determined under 
    section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not 
    less than $100,000,000 (as so adjusted and published) but less than 
    $500,000,000 (as so adjusted and published); and
        ``(3) $280,000 if the aggregate total amount determined under 
    section 7A(a)(2) of the Clayton Act (15 U.S.C. 18a(a)(2)) is not 
    less than $500,000,000 (as so adjusted and published).''