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16 C.F.R. Part 803 - Appendix NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS THE INFORMATION REQUIRED TO BE SUBMITTED ON THESE ANSWER SHEETS IS SPECIFIED IN THE INSTRUCTIONS < Attach the affidavit required by § 803.5 to this page. Approved by OMB 3084-0005 Expires 8/31/02 FOR OFFICE USE ONLY TRANSACTION NUMBER | | | | | IS THIS ACQUISITION A CASH TENDER OFFER? [] YES [] NO [ [ ] CTO ] ETR DO YOU REQUEST EARLY TERMINATION OF THE WAITING PERIOD? (Grants of early termination are published in the Federal Register.) [] YES [] NO ITEM 1 (a) NAME AND HEADQUARTERS ADDRESS OF PERSON FILING (b) PERSON FILING NOTIFICATION IS [] an acquiring person [] an acquired person [] both (c) LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRING PERSONS LIST NAMES OF ULTIMATE PARENT ENTITIES OF ALL ACQUIRED PERSONS (d) THIS ACQUISITION IS (put an X in all the boxes that apply) [] an acquisition of assets [] a consolidation (see § 801.2) [] a merger (see § 801.2) [] an acquisition of voting securities [] an acquisition subject to § 801.2 (e) [] a secondary acquisition [] a formation of a joint venture or other corporation (see § 801.40) [] an acquisition subject to § 801.31 [] an acquisition subject to § 801.30 (specify type) ____________________________________________________________ [] other (specify) ______________________________________________________________________________________ (e) INDICATE THE HIGHEST NOTIFICATION THRESHOLD IN § 801.1(h) FOR WHICH THIS FORM IS BEING FILED (acquiring person only) [] $ 15 million [] 15% [] 25% [] 50% (f) VALUE OF VOTING SECURITIES TO BE HELD AS A RESULT OF THE ACQUISITION VALUE OF ASSETS (g) PUT AN “X” IN THE APPROPRIATE BOX TO DESCRIBE PERSON FILING NOTIFICATION [] Corporation [] Partnership [] Other (Specify) ______________________________________ (h) DATA FURNISHED BY [] calender year [] fiscal year (specify period) _______________ (month/year) to _________________ (month/year) THIS FORM IS REQUIRED BY LAW and must be filed separately by All information and documentary material filed in or with this Form is each person which, by reason of a merger, consolidation or acquisition, is confidential. It is exempt from disclosure under the Freedom of subject to § 7A of the Clayton Act, 15 U.S.C. § 18a, as added by Section Information Act, and may be made public only in an administrative or 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. judicial proceeding, or disclosed to Congress or to a duly authorized L. No. 94-435, 90 Stat. 1390, and rules promulgated thereunder committee or subcommittee of Congress. (hereinafter referred to as “the rules” or by section number). The statute Complete and return two notarized copies (with one set of documentary and rules are set forth in the Federal Register at 43 FR 33450; the rules attachments) of this Notification and Report Form to Premerger may also be found at 16 CFR Parts 801-03. Failure to file this Notification Office, Bureau of Competition, Room 303, Federal Trade Notification and Report Form, and to observe the required waiting Commission, Washington, DC 20580, and three notarized copies (with period before consummating the acquisition in accordance with the one set of documentary attachments) to Director of Operations, Antitrust applicable provisions of 15 U.S.C. § 18a and the rules, subjects any Division, Room 3218, Department of Justice, Washington, DC 20530. “person” as defined in the rules, or any individuals responsible for The central office for information and assistance with respect to matters noncompliance, to liability for a penalty of not more than $11,000 for in connection with this Notification and Report Form is Room 303, each day during which such person is in violation of 15 U.S.C. § 18a. Federal Trade Commission, Washington, DC 20580, phone (202) 3263100. ______________________________________________________________________________________________________________________________ DISCLOSURE NOTICE - Public reporting burden for this report is suggestions for reducing this burden to: estimated to vary from 8 to 160 hours per response, with an average of 39 Premerger Notification Office Office of Information and hours per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and H-303 Regulatory Affairs completing and reviewing the collection of information. Send comments Federal Trade Commission Office of Management and regarding the burden estimate or any other aspect of this report, including Budget Washington, DC 20580 Washington, DC 20503 FTC Form C 4 (rev. 09/95) NAME OF PERSON FILING NOTIFICATION DATE (i) PUT AN X IN THE APPROPRIATE BOX AND GIVE THE NAME AND ADDRESS OF ENTITY FILING NOTIFICATION (if other than ultimate parent entity) [] NA [] This report is being filed on behalf of a foreign person [] This report is being filed on behalf of the ultimate parent entity pursuant to § 803.4. by another entity within the same person authorized by it to file pursuant to § 803.2(a). NAME OF ENTITY FILING NOTIFICATION ADDRESS (j) NAME AND ADDRESS OF ENTITY MAKING ACQUISITION OR WHOSE ASSETS OR VOTING SECURITIES ARE BEING ACQUIRED IF DIFFERENT FROM THE ULTIMATE PARENT ENTITY IDENTIFIED IN ITEM 1(a) PERCENT OF VOTING SECURITIES HELD BY EACH ENTITY IDENTIFIED IN ITEM 1(a) ITEM 2 2(a) DESCRIPTION OF ACQUISITION FTC Form C 4 (rev. 09/95) NAME OF PERSON FILING NOTIFICATION DATE 2(b)(i) ASSETS TO BE ACQUIRED (to be completed only for assets acquisitions) 2(b)(ii) ASSETS HELD BY ACQUIRING PERSON 2(c) VOTING SECURITIES TO BE ACQUIRED (c)(i) LIST AND DESCRIPTION OF VOTING SECURITIES AND LIST OF NON-VOTING SECURITIES: (c)(ii) TOTAL NUMBER OF SHARES OF EACH CLASS OF SECURITY: (c)(iii) TOTAL NUMBER OF SHARES OF EACH CLASS OF SECURITY BEING ACQUIRED: (Item 2(c) continued on page 4) FTC Form C 4 (rev. 09/95) NAME OF PERSON FILING NOTIFICATION DATE (c)(iv) IDENTITY OF PERSONS ACQUIRING SECURITIES: (c)(v) DOLLAR VALUE OF SECURITIES IN EACH CLASS BEING ACQUIRED: (c)(vi) TOTAL NUMBER OF EACH CLASS OF SECURITIES HELD BY ACQUIRING PERSON AS A RESULT OF THE ACQUISITION: (c)(vii) PERCENTAGE OF EACH CLASS OF SECURITIES HELD BY ACQUIRING PERSON AS A RESULT OF THE ACQUISITION: (c)(viii) DOLLAR VALUE OF SECURITIES TO BE HELD AS A RESULT OF THE ACQUISITION: (d) SUBMIT A COPY OF THE MOST RECENT VERSION OF CONTRACT OR AGREEMENT (or letter of intent to merge or acquire) DO NOT ATTACH THIS DOCUMENT TO THIS PAGE FTC Form C 4 (rev. 09/95) ATTACHMENT OR REFERENCE NUMBER OF CONTRACT OR AGREEMENT ___________ NAME OF PERSON FILING NOTIFICATION DATE ITEM 3 ASSETS AND VOTING SECURITIES HELD AS A RESULT OF THE ACQUISITION (a) PERCENTAGE OF ASSETS ___________________ (b) PERCENTAGE OF VOTING SECURITIES ___________________ (c) AGGREGATE TOTAL VALUE _________________ ITEM 4 PERSONS FILING NOTIFICATION MAY PROVIDE BELOW AN OPTIONAL INDEX OF DOCUMENTS REQUIRED TO BE SUBMITTED BY ITEM 4 (See Item by Item instructions). THESE DOCUMENTS SHOULD NOT BE ATTACHED TO THIS PAGE. (a) DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ATTACHMENT OR REFERENCE NUMBER (b) ANNUAL REPORTS, ANNUAL AUDIT REPORTS, AND REGULARLY PREPARED BALANCE SHEETS ATTACHMENT OR REFERENCE NUMBER (c) STUDIES, SURVEYS, ANALYSES, AND REPORTS FTC Form C 4 (rev. 09/95) ATTACHMENT OR REFERENCE NUMBER NAME OF PERSON FILING NOTIFICATION DATE ITEM 5 (See the “References” listed in the General Instructions to the Form. Refer to the 1987 edition of the Standard Industrial Classification Manual for the 4-digit (SIC Code) industry codes. Refer to the Numerical List of Manufactured and Mineral Products, 1992 Census of Manufacturers and Census of Mineral Industries (MC92-R-1) for the 5-digit product class and 7-digit product codes. Report revenues for the 5-digit and 7-digit codes using the codes in the columns labeled “Product code.”) 5(a) DOLLAR REVENUES BY INDUSTRY 4-DIGIT INDUSTRY CODE FTC Form C 4 (rev. 09/95) DESCRIPTION 1992 TOTAL DOLLAR REVENUES NAME OF PERSON FILING NOTIFICATION DATE ITEM 5(b)(i) DOLLAR REVENUES BY MANUFACTURED PRODUCTS 7-DIGIT PRODUCT CODE FTC Form C 4 (rev. 09/95) DESCRIPTION 1992 TOTAL DOLLAR REVENUES NAME OF PERSON FILING NOTIFICATION DATE ITEM 5(b)(ii) PRODUCTS ADDED OR DELETED DESCRIPTION (7-DIGIT PRODUCT CODE) ADD DELETE YEAR OF CHANGE TOTAL DOLLAR REVENUES ITEM 5(b)(iii) DOLLAR REVENUES BY MANUFACTURED PRODUCT CLASS 5-DIGIT PRODUCT CLASS CODE DESCRIPTION YEAR [ ] TOTAL DOLLAR REVENUES (Item 5(b)(iii) continued on next page) FTC Form C 4 (rev. 09/95) NAME OF PERSON FILING NOTIFICATION DATE ITEM 5(b)(iii) DOLLAR REVENUES BY MANUFACTURED PRODUCT CLASS -- CONTINUED 5-DIGIT PRODUCT CLASS CODE DESCRIPTION YEAR [ ] TOTAL DOLLAR REVENUES ITEM 5(c) DOLLAR REVENUES BY NON-MANUFACTURING INDUSTRY 4-DIGIT INDUSTRY CODE FTC Form C 4 (rev. 09/95) DESCRIPTION YEAR [ ] TOTAL DOLLAR REVENUES NAME OF PERSON FILING NOTIFICATION DATE 5(d) COMPLETE ONLY IF ACQUISITION IS IN THE FORMATION OF A JOINT VENTURE OR OTHER CORPORATION 5(d)(i) NAME AND ADDRESS OF THE JOINT VENTURE OR OTHER CORPORATION 5(d)(ii) (A) CONTRIBUTIONS THAT EACH PERSON FORMING THE JOINT VENTURE OR OTHER CORPORATION HAS AGREED TO MAKE (B) DESCRIPTION OF ANY CONTRACTS OR AGREEMENTS (C) DESCRIPTION OF ANY CREDIT GUARANTEES OR OBLIGATIONS (D) DESCRIPTION OF CONSIDERATION WHICH EACH PERSON FORMING THE JOINT VENTURE OR OTHER CORPORATION WILL RECEIVE 5(d)(iii) DESCRIPTION OF THE BUSINESS IN WHICH THE JOINT VENTURE OR OTHER CORPORATION WILL ENGAGE 5(d)(iv) SOURCE OF DOLLAR REVENUES BY 4-DIGIT SIC CODE (non-manufacturing) AND BY 5-DIGIT PRODUCT CLASS (manufacturing) FTC Form C 4 (rev. 09/95) NAME OF PERSON FILING NOTIFICATION ITEM 6 6(a) ENTITIES WITHIN PERSON FILING NOTIFICATION 6(b) SHAREHOLDERS OF PERSON FILING NOTIFICATION FTC Form C 4 (rev. 09/95) DATE NAME OF PERSON FILING NOTIFICATION 6(c) HOLDINGS OF PERSON FILING NOTIFICATION ITEM 7 DOLLAR REVENUES 7(a) 4-DIGIT SIC CODE AND DESCRIPTION 7(b) NAME OF EACH PERSON WHICH ALSO DERIVED DOLLAR REVENUES FTC Form C 4 (rev. 09/95) DATE NAME OF PERSON FILING NOTIFICATION 7(c) GEOGRAPHIC MARKET INFORMATION FTC Form C 4 (rev. 09/95) DATE NAME OF PERSON FILING NOTIFICATION DATE ITEM 8 VENDOR-VENDEE RELATIONSHIP [] NO [] YES (If yes and you are the vendee, complete the following) PRODUCT PURCHASES VENDOR ITEM 9 PRIOR ACQUISITIONS (to be completed by acquiring person only) FTC Form C 4 (rev. 09/95) DOLLAR AMOUNT NAME OF PERSON FILING NOTIFICATION DATE ITEM 10 IDENTIFICATION OF PERSON TO CONTACT REGARDING THIS REPORT 10(a) NAME OF CONTACT PERSON TITLE OF CONTACT PERSON FIRM NAME AND BUSINESS ADDRESS BUSINESS TELEPHONE NUMBER 10(b) IDENTIFICATION OF AN INDIVIDUAL LOCATED IN THE UNITED STATES DESIGNATED FOR THE LIMITED PURPOSE OF RECEIVING NOTICE OF ISSUANCE OF A REQUEST FOR ADDITIONAL INFORMATION OR DOCUMENTS. (See § 803.20(b)(iii)) NAME TITLE ADDRESS BUSINESS TELEPHONE NUMBER CERTIFICATION This NOTIFICATION AND REPORT FORM, together with any and all appendices and attachments thereto, was prepared and assembled under my supervision in accordance with instructions issued by the Federal Trade Commission. Subject to the recognition that, where so indicated, reasonable estimates have been made because books and records do not provide the required data, the information is, to the best of my knowledge, true, correct, and complete in accordance with the statute and rules. NAME (Please print or type) SIGNATURE Subscribed and sworn to before me at the City of ________________, State of ______________ this ___________ day of _____________________, 19 ____ Signature ___________________________________ My Commission expires _______________________ [SEAL] FTC Form C 4 (rev. 09/95) TITLE DATE NAME OF PERSON FILING NOTIFICATION DATE APPENDIX: INSURANCE ITEM 1 A PREMIUM RECEIPTS YEAR [ 1. LIFE INSURANCE ] AMOUNT 1a. ORDINARY LIFE INSURANCE 1b. GROUP LIFE INSURANCE (including Federal Employees’ Group Life Insurance and Servicemans’ Group Life Insurance, but excluding credit life insurance) 1c. INDUSTRIAL LIFE INSURANCE 1d. CREDIT LIFE INSURANCE 2. ANNUITY CONSIDERATIONS 2a. INDIVIDUAL ANNUITY CONSIDERATIONS 2b. GROUP ANNUITY CONSIDERATIONS 3. HEALTH INSURANCE 3a. INDIVIDUAL HEALTH INSURANCE 3b. GROUP HEALTH INSURANCE TOTAL B. NEW BUSINESS YEAR [ AMOUNT ] 1 ORDINARY LIFE INSURANCE 2 GROUP LIFE INSURANCE 3 INDUSTRIAL LIFE INSURANCE 4 CREDIT LIFE INSURANCE TOTAL ITEM 2 PROPERTY LIABILITY INSURANCE YEAR [ A. DIRECT PREMIUMS LINE OF INSURANCE ] B. NET PREMIUMS ITEM 3 TITLE INSURANCE A. NET DIRECT PREMIUMS WRITTEN FTC Form C 4 (rev. 09/95) B. DIRECT PREMIUMS EARNED YEAR [ ]