2964 Federal Register / Vol. 65, No. 12 / Wednesday, January 19, 2000 / Notices

FEDERAL TRADE COMMISSION

[File No. 991 0298]

Fidelity National Financial, Inc.;

Analysis to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

Analysis to Aid Public Comment

describes both the allegations in the

draft complaint that accompanies the

consent agreement and the terms of the

consent order—embodied in the consent

agreement—that would settle these

allegations.

DATE: Comments must be received on or

before February 11, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Ave., NW,

Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

Richard Parker, Michael Antalics or

Daniel Silver, FTC/H–374, 600

Pennsylvania Ave., NW, Washington,

DC 20580. (202) 326–2574, 326–2821 or

326–3102.

SUPPLEMENTARY INFORMATION: Pursuant

to section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46 and section 2.34 of the Commission’s

Rules of Practice (16 CFR 2.34), notice

is hereby given that the above-captioned

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted, subject to final

approval, by the Commission, has been

placed on the public record for a period

of thirty (30) days. The following

Analysis to Aid Public Comment

describes the terms of the consent

agreement, and the allegations in the

complaint. An electronic copy of the

full text of the consent agreement

package can be obtained from the FTC

Home Page (for January 12, 2000), on

the World Wide Web, at ‘‘http://

www.ftc.gov/ftc/formal.htm.’’ A paper

copy can be obtained from the FTC

Public Reference Room, Room H–130,

600 Pennsylvania Avenue, NW,

Washington, DC 20580, either in person

or by calling (202) 326–3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Ave., NW, Washington, DC 20580. Two

paper copies of each comment should

be filed, and should be accompanied, if

possible, by a 31⁄2 inch diskette

containing an electronic copy of the

comment. Such comments or views will

be considered by the Commission and

will be available for inspection and

copying at its principal office in

accordance with section 4.9(b)(6)(ii) of

the Commission’s Rules of Practice (16

CFR 4.9(b)(6)(ii)).

Analysis of Proposed Consent Order To

Aid Public Comment

The Federal Trade Commission has

accepted, subject to final approval, an

agreement containing a proposed

consent order from Fidelity National

Financial, Inc. (‘‘FNF’’), which is

designed to remedy the anticompetitive

effects arising from FNF’s acquisition of

the common stock of Chicago Title

Corporation (‘‘CT’’). Under the terms of

the agreement, FNF will be required to

divest or sell copies of certain assets

known as ‘‘title plants’’ in six California

counties. Title plants are privately

owned collections of records and/or

indices that are used by abstractors, title

insurers, title insurance agents, and

others to determine ownership of and

interests in real property in connection

with the underwriting and issuance of

title insurance policies and for other

purposes.

The proposed Consent Order has been

placed on the public record for 30 days

so that the commission may receive

comments from interested persons.

Comments received during this period

will become part of the public record.

After 30 days, the Commission will

again review the agreement and the

comments received, and will decide

whether it should withdraw from the

agreement or make final the agreement’s

proposed order.

On August 1, 1999, FNF entered into

an agreement to acquire the common

stock of CT for an amount valued at the

time of entering into the acquisition

agreement at approximately $1.2 billion.

The proposed Complaint alleges that the

acquisition, if consummated, would

constitute a violation of section 7 of the

Clayton Act, as amended, 15 U.S.C. 18,

and Section 5 of the Federal Trade

Commission Act, as amended, 15 U.S.C.

45, in local markets for title information

services in the following counties or

local jurisdictions in the United States:

San Luis Obispo County, California;

Tehama County, California; Napa

County, California; Merced County,

California; Yolo County, California; and

San Benito County, California.

Title plants are privately-owned

collections of title information obtained

from public records that can be used to

conduct title searches or otherwise

ascertain information concerning

ownership of or interests in real

property. Title plants typically contain

summaries or copies of public records

or documents (often in a format that is

comparatively easy to store and readily

retrievable), as well as indices to

facilitate locating relevant records that

pertain to a particular property. Title

plants permit users to obtain real

property ownership information with

significantly greater speed and

efficiency than by consulting the

original public records, which may be

located in a number of separate public

offices (e.g., offices of the county

recorder, tax authorities, and state and

federal courts), may be stored in an

inconvenient form, and may be indexed

in a fashion that makes it difficult to

readily research a particular property.

Because of the county-specific way in

which title information is generated and

collected and the highly local character

of the real estate markets in which the

title plant services are used, geographic

markets for title information services are

highly localized, consisting of the

county or local jurisdiction embraced by

the real property information contained

in the title plant.

In each of the local jurisdictions

named in the Complaint, the market for

title information services is highly

concentrated, and FNF and CT are

direct competitors in the sale or

provision of title information services.

In each of the local jurisdictions named,

there are no commercially reasonable

substitutes for title information services.

For a number of reasons, including the

relatively large fixed costs associated

with building and maintaining title

plants, entry into the market for title

information services in each of the local

jurisdictions named is difficult or

unlikely to occur at a sufficient scale to

deter or counteract the effects of the

acquisition. For these reasons, the

Complaint alleges that in each of the

name local jurisdictions the effects of

the acquisition may be substantially to

lessen competition by, among other

things, eliminating direct actual

competition between FNF and CT in

title information services and increasing

the likelihood of collusion or

coordinated interaction among

competing providers of title information

services.

The Consent Order requires FNF to

divest or sell copies of the preacquisition title plant interests of either

FNF or CT in five of the identified local

jurisdictions to a buyer or buyers

approved by the Commission. The

Order also requires FNF to divest the

pre-acquisition interests of FNF or CT in

a jointly owned title plant in San Luis

Obispo County, California, or,

alternatively, to relinquish any

additional voting rights in the joint

plant that FNF may have accrued postVerDate 04<JAN>2000 19:20 Jan 18, 2000 Jkt 190000 PO 00000 Frm 00037 Fmt 4703 Sfmt 4703 E:\FR\FM\19JAN1.XXX pfrm01 PsN: 19JAN1
Federal Register / Vol. 65, No. 12 / Wednesday, January 19, 2000 / Notices 2965

1See Statement of FTC Policy Concerning Prior

Approval and Prior Notice Provisions, 4 Trade Reg.

Rep. (CCH) ¶13,241 (June 21, 1995).

acquisition while obtaining a new

owner of the joint plant. The specified

relief is required to be completed within

four months after the respondent signs

the Consent Order agreement. In the

period prior to divestiture, the

respondent is required to maintain the

viability and marketability of the

properties, including updating the title

plants in the same fashion as before the

acquisition and maintaining in effect all

user contracts and relationships.

The Consent Order includes a

provision permitting the Commission to

appoint a trustee to accomplish the

divestitures, sales of copies, or obtaining

new ownership if the specified relief is

not accomplished by the respondent

within the four-month period. The

Consent Order also includes a

requirement that for ten years the

respondent provide the Commission

with prior notice of future title plant

acquisitions by the respondent in the

counties where the specific actions are

required if, at the time of any such

acquisition, the respondent continues to

have an interest in a title plant serving

the county. A prior notice provision is

appropriate in this matter because the

small transaction size of most

individual title plant acquisition is

below the threshold of reportability

under the Hart-Scott-Rodino Act

(Clayton Act 7A, 15 U.S.C. 18a, as

amended) and because there is a

credible risk that the respondent will,

but for an order to the contrary, engage

in otherwise unreportable,

anticompetitive mergers.1

The purpose of this analysis is to

facilitate public comment on the

proposed Consent Order, and it is not

intended to constitute an official

interpretation of the agreement and

proposed Consent Order or to modify in

any way their terms.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 00–1192 Filed 1–18–00, 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 992 3114]

Memtek Products, Inc.; Analysis to Aid

Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

analysis to Aid Public Comment

describes both the allegations in the

draft complaint that accompanies the

consent agreement and the terms of the

consent order—embodied in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before February 9, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Ave., NW,

Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

Michael Dershowitz or Joel Winston,

FTC/S–4002, 600 Pennsylvania Ave.,

NW, Washington, DC 20580. (202) 326–

3158 or 326–3153.

SUPPLEMENTARY INFORMATION: Pursuant

to section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46 and section 2.34 of the Commission’s

Rules of Practice (16 CFR 2.34), notice

is hereby given that the above-captioned

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted, subject to final

approval, by the Commission, has been

placed on the public record for a period

of thirty (30) days. The following

Analysis to Aid Public Comment

describes the terms of the consent

agreement, and the allegations in the

complaint. An electronic copy of the

full text of the consent agreement

package can be obtained from the FTC

Home Page (for January 10, 2000), on

the World Wide Web, at ‘‘http://

www.ftc.gov/os/actions97.htm.’’ A

paper copy can be obtained from the

FTC Public Reference Room, Room H–

130, 600 Pennsylvania Avenue, NW,

Washington, DC 20580, either in person

or by calling (202) 326–3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Ave., NW, Washington, DC 20580. Two

paper copies of each comment should

be filed, and should be accompanied, if

possible, by a 31⁄2 inch diskette

containing an electronic copy of the

comment. Such comments or views will

be considered by the Commission and

will be available for inspection and

copying at its principal office in

accordance with section 4.9(b)(6)(ii) of

the Commission’s rules of Practice (16

CFR 4.9(b)(6)(ii)).

Analysis of Proposed Consent Order to

Aid Public Comment

The Federal Trade Commission has

accepted, subject to final approval, an

agreement containing a consent order

from respondent Memtek Products, Inc.

(‘‘Memtek’’).

The proposed consent order has been

placed on the public record for thirty

(30) days for reception of comments by

interested persons. Comments received

during this period will become part of

the public record. After thirty (30) days,

the Commission will again review the

agreement and the comments received

and will decide whether it should

withdraw from the agreement or make

final the agreement’s proposed order.

Memtek repackages, advertises, labels

and sells, among other products,

‘‘Memorex’’ brand computer diskettes,

and blank audiotapes and videotapes.

This matter concerns allegedly

deceptive rebate advertising claims

made in conjunction with the sale of

these products. The Commission’s

proposed complaint alleges that Memtek

falsely represented that purchasers of its

package of 100 computer diskettes

would receive a $29.99 cash rebate

within 12 weeks of Memtek’s receipt of

purchasers’ rebate requests. The

complaint alleges that in many

instances purchasers received their

rebates one to two months late. The

complaint also alleges that Memtek

falsely represented that purchasers of its

blank audiotapes and videotapes would

receive a $10 Best Buy Gift Check

within 8 weeks of Memtek’s receipt of

purchasers’ gift check requests. The $10

Gift Check could then be used at any

Best Buy retail store to obtain $10 off

the purchase of any pre-recorded

videotape or music CD. The complaint

alleges that in many instances

purchasers received their $10 Gift

Checks one to three months late.

The proposed consent order contains

provisions designed to prevent

respondent from engaging in similar

acts and practices in the future.

Part I of the proposed order prohibits

respondent from misrepresenting the

time in which any cash rebate, or rebate

in the form of credit towards future

purchases, will be mailed to consumers.

It also prohibits respondent from failing

to provide such rebates within the time

specified, or if no time is specified,

within thirty days.

Part I of the proposed order also

prohibits respondent from violating any

provision of the FTC’s Mail Order Rule

in connection with rebates in the form

of merchandise. Among other things,

the Mail Order Rule prohibits marketers

from failing to provide rebates in the

form of merchandise within the time

they specify for delivery, or if no time

is specified, within thirty days, unless

they offer consumers the option of

consenting to a delay or canceling the

rebate request and promptly receiving