Premerger Notification Office
STYLE SHEET
Hart-Scott-Rodino Filings
The requirements for completing the Notification and Report Form (the Form) are contained in Section 7A of the Clayton Act (the Act), 15 U.S.C. § 18a; the Premerger Notification Rules (the Rules), 16 C.F.R. Parts 801-803; and the Instructions to the Form. The following recommendations were developed by the staffs of the antitrust enforcement agencies to facilitate and expedite review of completed Forms.
| Paper Size | The Form and all documents should be printed on 8½ by 11 inch paper. |
| Type Size | All Items on the Form should be completed using 12-point type. |
| Documents | The term "documentary attachments" is defined in the Instructions to the Form. Any other type of document, for example, a multiple-page response to Item 5(b)(i) or Item 7(c)(iv), is not a documentary attachment but a separate response and must be submitted in the same number of copies as the Form.
Copies of the Form or documents should not be submitted loose-leaf but should be firmly fastened together. Please do not book-bind the documents. A label should be firmly attached to each document giving the following information: the name of the filing person; the Item to which the document responds and, if more than one document responds to that Item, the order of this document (e.g. 4(c)-3); and the date of the Form. Adhesive labels or sheets of paper firmly attached to the documents are acceptable but filing persons should avoid loose sheets of paper, dividers, and the like. |
| Cover Letters | In addition to giving a general introduction to the filing, the cover letter (to the extent appropriate) should address such issues as whether an original affidavit and certification page will be supplied later to be substituted for faxed or copied pages; whether the filing is a corrective one or a re-filing; or whether there is anything else unusual or noteworthy about it. Filing persons wishing to have a time- and date-stamped copy of the cover letter should supply multiple copies. |
| Affidavits and Certification Pages | An affidavit and certification page must accompany each copy of the Form submitted to the enforcement agencies. Filing persons may submit one original affidavit and one original certification page and the rest may be copies. The original affidavit and certification page should be attached to one of the two copies of the Form sent to the Federal Trade Commission. Persons may still submit all faxed or copied affidavits and certification pages at the time of filing so long as they undertake to supply the original of each to the Federal Trade Commission as soon as possible thereafter. See Formal Interpretation 16, 64 Fed. Reg. 51763 (September 24, 1999). |
| Item 3(a) | Item 3(a) should not reiterate the contract but should describe the transaction as clearly and succinctly as possible. The reporting person should identify the acquiring person; if different, the acquiring entity; the acquired person; and, if different, the acquired entity. The parties to transactions in which the acquired person will receive voting securities in exchange for the voting securities of the entity or assets being acquired should address the issue in Item 3(a) of whether the acquired person will also need to file as an acquiring person with respect to those voting securities. |
| Agreements | All agreements between the parties, including non-compete agreements, must be submitted under Item 3(d). Exhibits need not be submitted unless they contain agreements between the parties. |
| NAICS Codes | NAICS Codes should be listed in ascending order in Item 5.
A NAICS Code should appear only once in any sub-item of Item 5. That is, for purposes of, e.g., Item 5(b)(i) all revenues in the same 10-digit NAICS Code should be aggregated together. Filing persons should not report revenues separately for different subsidiaries or divisions if they fall under the same 6, 7, or 10-digit NAICS Code. NAICS Code information in Item 5 should be printed double-spaced. |
| Item 6 | Voluminous responses to Item 6 should be attached at the back of the Form or included as separate responses. |
| Item 7 | Persons responding to Item 7(c) should use ZIP Code abbreviations for states and list them in alphabetical order.
Persons responding to Item 7(c)(iv) should provide mailing addresses for all relevant establishments organized alphabetically by state, and, within each state, alphabetically by county, and, within each county, alphabetically by city or town. |
| Notarization | The affidavit and certification page must bear the notarial seal if the seal is required for notarization in the state in which the document is notarized.
Foreign filing persons may notarize documents at a U.S. Consulate or have them certified by any foreign official comparable to a notary. Any filing person, United States or foreign, can swear or affirm under penalty of perjury pursuant to 28 U.S.C. § 1746 in lieu of notarization. |
| Additional Information | Information or documents submitted after the original filing, should reference the party and the Transaction Number assigned to filings by the Federal Trade Commission's Premerger Notification Office. |
Addresses and Telephone and FAX Numbers
| Premerger Notification Office Bureau of Competition Federal Trade Commission Room 303 600 Pennsylvania Ave., N.W. Washington, DC 20580 Telephone: (202)326-3100 FAX:(202)326-2624 |
Director of Operations, Antitrust Division, Department of Justice, 950 Pennsylvania Avenue, N.W., Room #3335, Washington, D.C. 20530 Telephone: (202)514-2558 FAX:(202)514-2363 |