[Federal Register: August 18, 2004 (Volume 69, Number 159)]
[Proposed Rules]
[Page 51209-51212]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18au04-22]
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DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[REG-130863-04]
RIN 1545-BD56
Corporate Reorganizations; Transfers of Assets or Stock Following
a Reorganization
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Notice of proposed rulemaking.
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SUMMARY: This document contains proposed regulations that provide
guidance regarding the effect of certain transfers of assets or stock
on the qualification of certain transactions as reorganizations under
section 368(a). This document also contains proposed regulations that
provide guidance on the continuity of business enterprise requirement
and the definition of a party to a reorganization. These regulations
affect corporations and their shareholders.
DATES: Written or electronic comments must be received by November 16,
2004.
ADDRESSES: Send submissions to: CC:PA:LPD:PR (REG-130863-04), room
5203, Internal Revenue Service, PO Box 7604, Ben Franklin Station,
Washington, DC 20044. Submissions may be hand-delivered Monday through
Friday between the hours of 8 a.m. and 4 p.m. to CC:PA:LPD:PR (REG-
130863-04), Courier's Desk, Internal Revenue Service, 1111 Constitution
Avenue, NW., Washington, DC, or sent electronically, via the IRS
Internet site at http://www.irs.gov/regs or via the Federal eRulemaking Portal at http://www.regulations.gov (IRS-REG-130863-04).
FOR FURTHER INFORMATION CONTACT: Concerning the regulations, Jeffrey B.
Fienberg, (202) 622-7770; concerning submissions and the hearing,
Lanita Van Dyke, (202) 622-3215 (not toll-free numbers).
SUPPLEMENTARY INFORMATION:
Background and Explanation of Provisions
On March 2, 2004, the IRS and Treasury Department published in the
Federal Register (69 FR 9771) a notice of proposed rulemaking (REG-
165579-02) that would amend Sec. 1.368-2(k) to provide that a
reorganization otherwise qualifying under section 368(a) will not be
disqualified as a result of the transfer or successive transfers to one
or more corporations controlled in each transfer by the transferor
corporation of part or all of (i) the assets of any party to the
reorganization or (ii) the stock of any party to the reorganization
other than the issuing corporation (hereinafter the March 2004 proposed
regulations). The March 2004 proposed regulations also include
amendments to the continuity of business enterprise (COBE) regulations
under Sec. 1.368-1(d) and the definition of a party to a
reorganization under Sec. 1.368-2(f).
While the March 2004 proposed regulations address transfers of
assets and stock to corporations controlled by the transferor
corporation, they do not address whether a transaction that otherwise
qualifies as a reorganization continues to qualify when, pursuant to
the plan of reorganization, assets or stock of the acquired corporation
is distributed to a corporation or partnership following the
reorganization. In addition, they do not provide guidance on whether a
transaction that otherwise qualifies as a reorganization continues to
qualify when, pursuant to the plan of reorganization, acquired assets
are transferred to a partnership in which the transferor owns an
interest. These proposed regulations expand the March 2004 regulations
to address these situations.
The IRS and Treasury Department received comments regarding the
March 2004 proposed regulations. Comments not addressed in this
document are still being considered.
A. Distributions
These proposed regulations provide that a transaction otherwise
qualifying as a reorganization under section 368(a) will not be
disqualified as a result of a subsequent distribution of the acquired
assets or stock if (i) no transferee receives substantially all of the
acquired assets, substantially all of the assets of the acquired or
surviving corporation in a transaction otherwise qualifying as a
reorganization under section 368(a)(1)(B) or section 368(a)(1)(A) by
reason of section 368(a)(2)(E), or stock constituting control of the
acquired corporation, (ii) the transferee is either a member of the
qualified group (as defined in Sec. 1.368-1(d)(4)(ii)) or a
partnership the business of which is treated as conducted by a member
of the qualified group under Sec. 1.368-1(d)(4)(iii), and (iii) the
COBE requirement is satisfied. For this purpose, the term substantially
all as used in this regulation has the same meaning as in section
368(a)(1)(C). The IRS and Treasury Department believe that the types of
asset and stock distributions described in these
[[Page 51210]]
proposed regulations are consistent with the policies underlying the
reorganization provisions, which are intended to apply to transactions
that effect readjustments of continuing interests in the reorganized
business in modified corporate form. See Sec. 1.368-1(b); see also
H.R. Rep. No. 83-1337, at A134 (1954) (stating that a corporation may
not acquire assets with the intention of transferring them to a
stranger).
In the course of developing these proposed regulations, the IRS and
Treasury Department considered adopting a rule that would permit a
distribution of the acquiring, acquired, or surviving corporation's
assets as long as the distribution did not cause that corporation to be
treated as liquidating for Federal income tax purposes. However, the
IRS and Treasury Department are concerned that such a rule might
produce inappropriate results. For example, if a pre-existing acquiring
subsidiary in a transaction otherwise qualifying under section 368(a)
by reason of section 368(a)(2)(D) distributes all of the acquired
assets to the issuing corporation and retains all of the previously
held assets, the distribution may not constitute either an actual or de
facto liquidation, even though none of the acquired assets remain in
the acquiring corporation. It could be argued that this transaction
should be treated as a direct acquisition of the acquired assets by the
issuing corporation. See, e.g., Rev. Rul. 72-405 (1972-2 C.B. 217).
The IRS and Treasury Department request comments regarding whether
a transaction should continue to qualify as a reorganization under
section 368(a) if the distribution, including a distribution to which
section 355 applies, is to a person that is not a member of the
qualified group (as defined in Sec. 1.368-1(d)(4)(ii)) or a
partnership the business of which is not treated as conducted by a
member of the qualified group under Sec. 1.368-1(d)(4)(iii).
B. Contributions to Partnerships
Currently, the operative rules of Sec. 1.368-2(k) are silent on
the effect of a post-transaction transfer of assets or stock to a
partnership on a transaction otherwise qualifying as a reorganization.
However, Example 3 of that regulation involves a transfer of acquired
stock to a partnership. In the example, P owns 80 percent of the stock
of S-1, S-1 owns 80 percent of the stock of S-2, and S-2 owns 80
percent of the stock of S-3. Pursuant to a plan of reorganization, S-1
acquires the stock of T solely in exchange for P voting stock, S-1
transfers the T stock to S-2, and S-2 transfers the T stock to S-3.
Also as part of the plan, S-2 and S-3 form PRS, a partnership, and S-3
transfers the T stock to PRS in exchange for an 80 percent partnership
interest. The example states that because this transfer to PRS is not
described in Sec. 1.368-2(k), the characterization of the transaction
must be determined under the relevant provisions of law, including the
step transaction doctrine. The transaction therefore fails to qualify
as a reorganization under section 368(a)(1)(B) because the acquiring
corporation does not have control of T immediately after the
acquisition.
The IRS and Treasury Department are studying whether, in the
transaction described in Example 3 of the current Sec. 1.368-2(k), S-1
should be treated as having control of T immediately after the
acquisition. Consequently, Example 3 is not included in these proposed
regulations. However, the IRS and Treasury Department recognize that
certain transfers to partnerships would cause a transaction to fail the
COBE requirement. For example, under the facts of Example 3 of the
current Sec. 1.368-2(k), because T is not a member of the qualified
group after the stock transfer to PRS, the transaction would not
satisfy the COBE requirement. Comments are requested on whether and how
the COBE regulations should be amended to permit stock transfers to
partnerships.
C. Effective Date
These regulations are proposed to apply to transactions that occur
after the date that these regulations are published as final
regulations in the Federal Register.
Special Analyses
It has been determined that this notice of proposed rulemaking is
not a significant regulatory action as defined in Executive Order
12866. Therefore, a regulatory assessment is not required. It has also
been determined that section 553(b) of the Administrative Procedure Act
(5 U.S.C. chapter 5) does not apply to these regulations, and, because
these regulations do not impose a collection of information on small
entities, the Regulatory Flexibility Act (5 U.S.C. chapter 6) does not
apply. Pursuant to section 7805(f) of the Internal Revenue Code, this
notice of proposed rulemaking will be submitted to the Chief Counsel
for Advocacy of the Small Business Administration for comment on its
impact on small businesses.
Comments and Requests for Public Hearing
Before these proposed regulations are adopted as final regulations,
consideration will be given to any written (a signed original and eight
(8) copies) or electronic comments that are submitted timely to the
IRS. The IRS and Treasury Department request comments on the clarity of
the proposed rules and how they can be made easier to understand. All
comments will be available for public inspection and copying. A public
hearing will be scheduled if requested in writing by any person that
timely submits written comments. If a public hearing is scheduled,
notice of the date, time, and place for the public hearing will be
published in the Federal Register.
Drafting Information
The principal author of these proposed regulations is Jeffrey B.
Fienberg of the Office of Associate Chief Counsel (Corporate). However,
other personnel from the IRS and Treasury Department participated in
their development.
List of Subjects in 26 CFR Part 1
Income taxes, Reporting and recordkeeping requirements.
Proposed Amendments to the Regulations
Accordingly, 26 CFR part 1 is proposed to be amended as follows:
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read,
in part, as follows:
Authority: 26 U.S.C. 7805 * * *
Par. 2. Section 1.368-1 is amended as follows:
1. The text of paragraph (d)(4)(i) is redesignated as paragraph
(d)(4)(i)(A) and a paragraph heading is added for (d)(4)(i)(A).
2. Paragraph (d)(4)(i)(B) is added.
3. The text of paragraph (d)(5), introductory text, is redesignated
as paragraph (d)(5)(i), and revised.
4. In newly designated paragraph (d)(5)(i), Examples 7 through 12
are redesignated as Examples 8 through 13, respectively.
5. In newly designated paragraph (d)(5)(i), a new Example 7 is
added.
6. In newly designated paragraph (d)(5)(i), paragraph (i) in
redesignated Example 9, paragraph (i) in redesignated Example 10, and
the first sentence in paragraph (i) of redesignated Example 12 are
revised.
7. Paragraph (d)(5)(ii) is added.
[[Page 51211]]
The revisions and additions read as follows:
Sec. 1.368-1 Purpose and scope of exception of reorganization
exchanges.
* * * * *
(d) * * *
(4) * * *
(i) Business and assets of members of a qualified group--(A) In
general. * * *
(B) Special rule. The issuing corporation is treated as holding all
of the businesses and assets of the surviving corporation after a
reorganization that otherwise satisfies the requirements of a reverse
triangular merger (as defined in Sec. 1.358-6(b)(2)(iii)), the
acquired corporation after a reorganization that otherwise satisfies
the requirements of section 368(a)(1)(B), and the acquiring corporation
after a reorganization that otherwise satisfies the requirements of a
forward triangular merger (as defined in Sec. 1.358-6(b)(2)(i)), a
triangular B reorganization (as defined in Sec. 1.358-6(b)(2)(iv)), a
triangular C reorganization (as defined in Sec. 1.358-6(b)(2)(ii)), or
a reorganization under section 368(a)(1)(G) by reason of section
(a)(2)(D), provided that members of the qualified group own, in the
aggregate, stock of the surviving, acquired, or acquiring corporation
meeting the requirements of section 368(c). This paragraph (d)(4)(i)(B)
applies to transactions occurring after the date these regulations are
published as final in the Federal Register.
* * * * *
(5) Examples. (i) The following examples illustrate this paragraph
(d). All the corporations have only one class of stock outstanding:
* * * * *
Example 7. (i) Facts. The facts are the same as Example 6,
except that, instead of P acquiring the assets of T, HC acquires all
of the outstanding stock of T in exchange solely for voting stock of
P. In addition, as part of the plan of reorganization, HC transfers
10 percent of the stock of T to each of subsidiaries S-1 through S-
10. T will continue to operate an auto parts distributorship.
Without regard to whether the transaction satisfies the COBE
requirement, the transaction qualifies as a triangular B
reorganization.
(ii) Continuity of business enterprise. Under paragraph
(d)(4)(i)(B) of this section, P is treated as holding the assets and
conducting the business of T because S-1 through S-10, members of
the qualified group, together own stock of T meeting the
requirements of section 368(c). The COBE requirement of paragraph
(d)(1) of this section is satisfied because P is treated as
continuing T's business.
* * * * *
Example 9. * * * (i) Facts. The facts are the same as Example 8,
except that S-3 transfers the historic T business to PRS in exchange
for a 1 percent interest in PRS.
(ii) * * *
Example 10. * * * (i) Facts. The facts are the same as Example
8, except that S-3 transfers the historic T business to PRS in
exchange for a 33\1/3\ percent interest in PRS, and no member of P's
qualified group performs active and substantial management functions
for the ski boot business operated in PRS.
* * * * *
Example 12. * * * (i) Facts. The facts are the same as Example
11, except that S-1 transfers all the T assets to PRS, and P and X
each transfers cash to PRS in exchange for partnership interests. *
* *
* * * * *
(ii) Effective dates. Paragraph (d)(5) Example 6 and Example 8
through Example 13 apply to transactions occurring after January 28,
1998, except that they do not apply to any transaction occurring
pursuant to a written agreement that is binding on January 28, 1998,
and at all times thereafter. Paragraph (d)(5) Example 7 applies to
transactions occurring after the date these regulations are published
as final regulations in the Federal Register.
* * * * *
Par. 3. Section 1.368-2 is amended by:
1. Adding three sentences at the end of paragraph (f).
2. Revising paragraph (j)(3)(ii).
3. Removing the first sentence of paragraph (j)(3)(iii) and adding
two new sentences in its place.
4. Revising paragraph (j)(3)(iv).
5. Revising paragraph (k).
The additions and the revision read as follows:
Sec. 1.368-2 Definition of terms.
* * * * *
(f) * * * If a transaction otherwise qualifies as a reorganization
under section 368(a)(1)(B) or as a reverse triangular merger (as
defined in Sec. 1.358-6(b)(2)(iii)), the target corporation (in the
case of a transaction that otherwise qualifies as a reorganization
under section 368(a)(1)(B)) or the surviving corporation (in the case
of a transaction that otherwise qualifies as a reverse triangular
merger) remains a party to the reorganization even though its stock or
assets are transferred in a transaction described in paragraph (k) of
this section. If a transaction otherwise qualifies as a forward
triangular merger (as defined in Sec. 1.358-6(b)(2)(i)), a triangular
B reorganization (as defined in Sec. 1.358-6(b)(2)(iv)), a triangular
C reorganization (as defined in Sec. 1.358-6(b)(2)(ii)), or a
reorganization under section 368(a)(1)(G) by reason of section
368(a)(2)(D), the acquiring corporation remains a party to the
reorganization even though its stock is transferred in a transaction
described in paragraph (k) of this section. The two preceding sentences
apply to transactions occurring after the date these regulations are
published as final regulations in the Federal Register.
* * * * *
(j) * * *
(3) * * *
(ii) Except as provided in paragraph (k) of this section, the
controlling corporation must control the surviving corporation
immediately after the transaction.
(iii) After the transaction, the surviving corporation must hold
substantially all of its own properties and substantially all of the
properties of the merged corporation (other than stock of the
controlling corporation distributed in the transaction). The issuing
corporation may transfer such properties as provided in paragraph (k)
of this section. * * *
* * * * *
(iv) Paragraph (j)(3)(ii) and the first two sentences of paragraph
(j)(3)(iii) of this section apply to transactions occurring after the
date these regulations are published as final regulations in the
Federal Register. The remainder of paragraph (j)(3)(iii) of this
section applies to transactions occurring after January 28, 1998,
except that it does not apply to any transaction occurring pursuant to
a written agreement which is binding on January 28, 1998, and at all
times thereafter.
* * * * *
(k) Certain transfers of assets or stock in reorganizations--(1)
General rule. A transaction otherwise qualifying as a reorganization
under section 368(a) shall not be disqualified as a result of a
subsequent transfer (or successive transfers) of assets or stock if--
(i) The transfer is of part or all of--
(A) The assets of any party to the reorganization; or
(B) The stock of any party to the reorganization other than the
issuing corporation (as defined in Sec. 1.368-1(b)); and
(ii) Either--
(A) In such subsequent transfer or transfers, a person is not the
transferee of--
(1) Substantially all (within the meaning of section 368(a)(1)(C))
of the acquired assets;
(2) Substantially all (within the meaning of section 368(a)(1)(C))
of the assets of the acquired corporation immediately after a
transaction otherwise qualifying as a reorganization under section
368(a)(1)(B);
(3) Substantially all (within the meaning of section 368(a)(1)(C))
of the
[[Page 51212]]
assets of the surviving corporation immediately after a transaction
otherwise qualifying as a reorganization under section 368(a)(1)(A) by
reason of section 368(a)(2)(E); or
(4) Control of the stock of the acquired corporation; or
(B) The transfer is to one or more corporations controlled in each
transfer by the transferor corporation or to a partnership in which the
transferor has an ownership interest immediately after the transfer;
and
(iii) The transferee is either a member of the qualified group (as
defined in Sec. 1.368-1(d)(4)(ii)) or a partnership the business of
which is treated as conducted by a member of the qualified group under
Sec. 1.368-1(d)(4)(iii); and
(iv) The requirements of Sec. 1.368-1(d) are satisfied.
(2) Control is defined under section 368(c).
(3) Examples. The following examples illustrate the application of
this paragraph (k). Except as otherwise noted, P is the issuing
corporation, and T is the target corporation. T operates a bakery that
supplies delectable pastries and cookies to local retail stores. The
acquiring corporate group produces a variety of baked goods for
nationwide distribution. P owns 80 percent of the stock of S-1 and 80
percent of the stock of S-4. S-1 owns 80 percent of the stock of S-2.
S-2 owns 80 percent of the stock of S-3, which also makes and supplies
pastries and cookies. S-4 owns 80 percent of the stock of S-5. The
examples are as follows:
Example 1. Contributions of acquired assets to controlled
corporations after a reorganization under section 368(a)(1)(C). (i)
Facts. Pursuant to a plan of reorganization, T transfers all of its
assets to S-1 solely in exchange for P stock, which T distributes to
its shareholders. In addition, pursuant to the plan of
reorganization, S-1 transfers all of the T assets to S-2, and S-2
transfers all of the T assets to S-3.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(C),
is not disqualified by the successive transfers of all of the T
assets to S-2 and from S-2 to S-3 because, in each transfer, the
transferee corporation is controlled by the transferor corporation,
S-2 and S-3 are members of the qualified group, and the transaction
satisfies the requirements of Sec. 1.368-1(d).
Example 2. Distribution of acquired assets to the issuing
corporation after a reorganization under section 368(a)(1)(C). (i)
Facts. Pursuant to a plan of reorganization, T transfers all of its
assets to S-1 solely in exchange for P stock, which T distributes to
its shareholders. In addition, pursuant to the plan of
reorganization, S-1 transfers less than substantially all of the T
assets to P. T does not have any liabilities.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(C),
is not disqualified by the transfer of T assets from S-1 to P
because P is transferred less than substantially all of the T
assets, P is a member of the qualified group, and the transaction
satisfies the requirements of Sec. 1.368-1(d).
Example 3. Contributions of acquired assets to controlled
corporations after a reorganization under section 368(a)(1)(D). (i)
Facts. P owns 100 percent of the stock of T. Pursuant to a plan of
reorganization, T transfers all of its assets to S-1 solely in
exchange for S-1 stock, which T distributes to P. In addition,
pursuant to the plan of reorganization, S-1 transfers all of the T
assets to S-2, and S-2 transfers all of the T assets to S-3.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(D),
is not disqualified by the successive transfers of all the acquired
assets from S-1 to S-2 and from S-2 to S-3 because, in each
transfer, the transferee corporation is controlled by the transferor
corporation, S-2 and S-3 are members of the qualified group, and the
transaction satisfies the requirements of Sec. 1.368-1(d).
Example 4. Contribution of acquiring stock to controlled
corporation after a reorganization under section 368(a)(1)(A). (i)
Facts. Pursuant to a plan of reorganization, S-1 acquires all of the
T assets in the merger of T into S-1. In the merger, the T
shareholders receive consideration 50 percent of which is P stock
and 50 percent of which is cash. Also, pursuant to the plan of
reorganization, P transfers all of the S-1 stock to S-4.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(A)
by reason of section 368(a)(2)(D), is not disqualified by the
transfer of all of the S-1 stock to S-4 because the transferee
corporation is controlled by the transferor corporation, S-4 is a
member of the qualified group, and the transaction satisfies the
requirements of Sec. 1.368-1(d).
Example 5. Contribution of acquired assets to a partnership
after a reorganization under section 368(a)(1)(A). (i) Facts.
Pursuant to a plan of reorganization, S-1 acquires all of the T
assets in the merger of T into S-1. In the merger, the T
shareholders receive consideration 50 percent of which is P stock
and 50 percent of which is cash. In addition, pursuant to the plan
of reorganization, S-1 transfers all of the T assets to PRS, a
partnership in which S-1 owns a 33\1/3\ percent interest. S-1 does
not perform active and substantial management functions as a partner
with respect to PRS' business.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(A)
by reason of section 368(a)(2)(D), is not disqualified by the
transfer of T assets from S-1 to PRS because S-1 has an ownership
interest in PRS immediately after the transfer, S-1 is a member of
the qualified group and is treated as conducting the business of PRS
under Sec. 1.368-1(d)(4)(iii), and the transaction satisfies the
requirements of Sec. 1.368-1(d).
Example 6. Distribution of acquired assets to a partnership
after a reorganization under section 368(a)(1)(A). (i) Facts. P owns
an 80 percent interest in PRS, a partnership. PRS owns 20 percent of
the stock of S-1. Pursuant to a plan of reorganization, S-1 acquires
all of the T assets in the merger of T into S-1. In the merger, the
T shareholders receive consideration 50 percent of which is P stock
and 50 percent of which is cash. In addition, pursuant to the plan
of reorganization, S-1 distributes less than substantially all of
the T assets to PRS in redemption of 5 percent of the stock of S-1
owned by PRS.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(A)
by reason of section 368(a)(2)(D), is not disqualified by the
transfer of T assets from S-1 to PRS because PRS receives less than
substantially all of the T assets, P is a member of the qualified
group and is treated as conducting the business of PRS under Sec.
1.368-1(d)(4)(iii), and the transaction satisfies the requirements
of Sec. 1.368-1(d).
Example 7. Contributions of acquired stock to controlled
corporations after a reorganization under section 368(a)(1)(B). (i)
Facts. Pursuant to a plan of reorganization, the T shareholders
transfer all of their T stock to S-1 solely in exchange for P stock.
In addition, pursuant to the plan of reorganization, S-1 transfers
50 percent of the T stock to S-2, and S-2 transfers that T stock to
S-3.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(B),
is not disqualified by the successive transfers of part of the
acquired stock from S-1 to S-2, and from S-2 to S-3 because, in each
transfer, the transferee corporation is controlled by the transferor
corporation, S-2 and S-3 are members of the qualified group, and the
transaction satisfies the requirements of Sec. 1.368-1(d).
Example 8. Contributions of acquiring corporation stock to
controlled corporations after a reorganization under section
368(a)(1)(B). (i) Facts. Pursuant to a plan of reorganization, the T
shareholders transfer all of their T stock to S-1 solely in exchange
for P stock. In addition, as part of the plan of reorganization,
following the acquisition of T stock by S-1, P transfers 10 percent
of the S-1 stock to S-4, and S-4 transfers that S-1 stock to S-5.
(ii) Analysis. Under this paragraph (k), the transaction, which
otherwise qualifies as a reorganization under section 368(a)(1)(B),
is not disqualified by the successive transfers of S-1 stock to S-4
and from S-4 to S-5 because, in each transfer, the transferee
corporation is controlled by the transferor corporation, S-4 and S-5
are members of the qualified group, and the transaction satisfies
the requirements of Sec. 1.368-1(d).
(4) Effective date. This paragraph (k) applies to transactions
occurring after the date these regulations are published as final
regulations in the Federal Register.
Deborah M. Nolan,
Acting Deputy Commissioner for Services and Enforcement.
[FR Doc. 04-18801 Filed 8-17-04; 8:45 am]
BILLING CODE 4830-01-P