[Code of Federal Regulations]
[Title 16, Volume 1]
[Revised as of January 1, 2005]
From the U.S. Government Printing Office via GPO Access
[CITE: 16CFR801.30]

[Page 595]
 
                     TITLE 16--COMMERCIAL PRACTICES
 
                   CHAPTER I--FEDERAL TRADE COMMISSION
 
PART 801_COVERAGE RULES--Table of Contents
 
Sec. 801.30  Tender offers and acquisitions of voting securities from 
third parties.

    (a) This section applies to:
    (1) Acquisitions on a national securities exchange or through an 
interdealer quotation system registered with the United States 
Securities and Exchange Commission;
    (2) Acquisitions described by Sec. 801.31;
    (3) Tender offers;
    (4) Secondary acquisitions;
    (5) All acquisitions (other than mergers and consolidations) in 
which voting securities are to be acquired from a holder or holders 
other than the issuer or an entity included within the same person as 
the issuer;
    (6) Conversions; and
    (7) Acquisitions of voting securities resulting from the exercise of 
options or warrants which are--
    (i) Issued by the issuer whose voting securities are to be acquired 
(or by any entity included within the same person as the issuer); and
    (ii) The subject of a currently effective registration statement 
filed with the United States Securities and Exchange Commission under 
the Securities Act of 1933.
    (b) For acquisitions described by paragraph (a) of this section:
    (1) The waiting period required under the act shall commence upon 
the filing of notification by the acquiring person as provided in Sec. 
803.10(a); and
    (2) The acquired person shall file the notification required by the 
act, in accordance with these rules, no later than 5 p.m. Eastern Time 
on the 15th (or, in the case of cash tender offers, the 10th) calendar 
day following the date of receipt, as defined by Sec. 803.10(a), by the 
Federal Trade Commission and Assistant Attorney General of the 
notification filed by the acquiring person. Should the 15th (or, in the 
case of cash tender offers, the 10th) calendar day fall on a weekend day 
or federal holiday, the notification shall be filed no later than 5 p.m. 
Eastern Time on the next following business day.

    Examples: 1. Acquiring person ``A'' proposes to acquire from 
corporation B the voting securities of B's wholly owned subsidiary, 
corporation S. Since ``A'' is acquiring the shares of S from its parent, 
this section does not apply, and the waiting period does not begin until 
both ``A'' and ``B'' file notification.
    2. Acquiring person ``A'' proposes to acquire $60 million of the 
voting securities of corporation X on a securities exchange. The waiting 
period begins when ``A'' files notification. ``X'' must file 
notification within 15 calendar days thereafter. The seller of the X 
shares is not subject to any obligations under the act.
    3. Suppose that acquiring person ``A'' proposes to acquire 50 
percent of the voting securities of corporation B which in turn owns 30 
percent of the voting securities of corporation C. Thus ``A's'' 
acquisition of C's voting securities is a secondary acquisition (see 
Sec. 801.4) to which this section applies because ``A'' is acquiring 
C's voting securities from a third party (B). Therefore, the waiting 
period with respect to ``A's'' acquisition of C's voting securities 
begins when ``A'' files its separate Notification and Report Form with 
respect to C, and ``C'' must file within 15 days (or in the case of a 
cash tender offer, 10 days) thereafter. ``A's'' primary and secondary 
acquisitions of the voting securities of B and C are subject to separate 
waiting periods; see Sec. 801.4.

[43 FR 33537, July 31, 1978; 43 FR 36054, Aug. 15, 1978, as amended at 
52 FR 7082, Mar. 6, 1987; 66 FR 8690, Feb. 1, 2001]