Federal Register / Vol. 62, No. 173 / Monday, September 8, 1997 / Notices 47209

1Heavy-weight truck is the designation given to

a truck over 19,000 lbs. The Department of

Transportation categorizes such trucks as either

Class 6, 7, or 8 vehicles.

FEDERAL RESERVE SYSTEM

Formations of, Acquisitions by, and

Mergers of Bank Holding Companies

The companies listed in this notice

have applied to the Board for approval,

pursuant to the Bank Holding Company

Act of 1956 (12 U.S.C. 1841 et seq.)

(BHC Act), Regulation Y (12 CFR Part

225), and all other applicable statutes

and regulations to become a bank

holding company and/or to acquire the

assets or the ownership of, control of, or

the power to vote shares of a bank or

bank holding company and all of the

banks and nonbanking companies

owned by the bank holding company,

including the companies listed below.

The applications listed below, as well

as other related filings required by the

Board, are available for immediate

inspection at the Federal Reserve Bank

indicated. The application also will be

available for inspection at the offices of

the Board of Governors. Interested

persons may express their views in

writing on the standards enumerated in

the BHC Act (12 U.S.C. 1842(c)). If the

proposal also involves the acquisition of

a nonbanking company, the review also

includes whether the acquisition of the

nonbanking company complies with the

standards in section 4 of the BHC Act.

Unless otherwise noted, nonbanking

activities will be conducted throughout

the United States.

Unless otherwise noted, comments

regarding each of these applications

must be received at the Reserve Bank

indicated or the offices of the Board of

Governors not later than October 3,

1997.

A. Federal Reserve Bank of St. Louis

(Randall C. Sumner, Vice President) 411

Locust Street, St. Louis, Missouri 63102-

2034:

1. National City Bancshares, Inc.,

Evansville, Indiana; to merge with

Fourth First Bancorp, Inc., Huntingburg,

Indiana, and thereby indirectly acquire

First Bank of Huntingburg, Huntingburg,

Indiana.

Board of Governors of the Federal Reserve

System, September 3, 1997.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 97–23726 Filed 9–5–97; 8:45 am]

BILLING CODE 6210–01–F

FEDERAL TRADE COMMISSION

[File No. 961–0106]

Insilco Corporation; 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—embodies in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before November 7, 1997.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pa. Ave., N.W.,

Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

Casey R. Triggs, Federal Trade

Commission, S–2308, 6th St. and Pa.

Ave., N.W., Washington, D.C. 20580.

(202) 326–2682. Nicholas R. Koberstein,

Federal Trade Commission, S–2308, 6th

St. and Pa. Ave., N.W., Washington,

D.C. 20580. (202) 326–2743.

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 sixty (60)

days. The following Analysis to Aid

Public Comment describes the terms of

the consent agreement, and the

allegations in the accompanying

complaint. An electronic copy of the

full text of the consent agreement

package can be obtained from the

Commission Actions section of the FTC

Home Page (for August 27, 1997), on the

World Wide Web, at ‘‘http://

www.ftc.gov/actions/htm.’’ A paper

copy can be obtained from the FTC

Public Reference Room, Room H–130,

Sixth Street and Pennsylvania Avenue,

N.W., Washington, D.C. 20580, either in

person or by calling (202) 326–3627.

Public comment is invited. 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 (the

‘‘Commission’’) has accepted for public

comment an agreement containing a

proposed Consent Order from Insilco

Corporation (‘‘Insilco’’). The proposed

Consent Order contains a number of

provisions designed to remedy the

anticompetitive effects that have

resulted, and that are likely to continue

to occur, because of Insilco’s acquisition

of the assets of Helima-Helvetion, Inc.

(‘‘Helima’’) from Helima’s German

parent company, Helmut Lingemann &

Co. GmbH (‘‘Lingemann’’).

The Transaction

Pursuant to a purchase agreement

dated July 10, 1996, Insilco acquired

from Lingemann the assets of Helima, a

New York corporation with its only

plant in Duncan, South Carolina, and

the stock of ARUP Alu-Rohr und Profil

GmbH, Lingemann’s German subsidiary

engaged in the production and supply of

welded-seam aluminum tubes.

The Complaint

The proposed complaint alleges that

the consummated acquisition of Helima

violates 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 two relevant

markets: (1) the market for welded-seam

aluminum tubes with diameters of 50

millimeters or greater; and (2) the

market for welded-seam aluminum

tubes with diameters less than 50

millimeters. Welded-seam aluminum

tubes with diameters of 50 millimeters

of greater are generally used in charged

air coolers (‘‘CAC’’) installed on heavyweight trucks,1 whereas welded-seam

aluminum tubes with diameters less

than 50 millimeters are generally used

in radiators. In both CAC and radiators,

the welded-seam aluminum tubes act as

the heat exchange component, which is

a device that transfers heat from one

fluid or gas to another medium,

generally air.

The complaint alleges that Insilco’s

acquisition of Helima gave it a virtual

monopoly or near-monopoly in these

two types of welded-seam aluminum

tubes. This acquisition thereby

increased the likelihood that consumers

would be forced to pay higher prices for

welded-seam aluminum CAC and

radiator tubes.

A. The Welded-Seam Aluminum CAC

Tube Market

In the market for welded-seam

aluminum CAC tubes, Insilco’s postacquisition market share is 100%.

Currently, there is no foreign supplier of
47210 Federal Register / Vol. 62, No. 173 / Monday, September 8, 1997 / Notices

welded-seam aluminum CAC tubes

shipping product into North America,

and it is unlikely that there will be such

a supplier in the next two years, or at

any time in the foreseeable future.

Because the cost of entering and

producing welded-seam aluminum CAC

tubes is relatively high compared to the

limited potential sales revenues

available to an entrant, entry into this

market is not likely to be profitable, and

is therefore not likely to occur in a

timely manner to counteract the

additional anticompetitive effects likely

to result from the Helima acquisition.

Indeed, there has been no entry into the

market for welded-seam aluminum CAC

tubes since the acquisition of Helima

nearly a year ago, nor has the threat of

entry deterred any of the actual

anticompetitive effects resulting from

the acquisition.

B. The Welded-Seam Aluminum

Radiator Tube Market

In the merchant market for weldedseam aluminum radiator tubes, Insilco’s

post-acquisition market share increased

to about 90%. Although there is one

foreign supplier of welded-seam

aluminum radiator tubes shipping

product into North America, that

supplier has limited sales. It is highly

unlikely that this supplier’s market

share will significantly expand within

the next two years because of import

duties, shipping costs and time, and

customer concerns about the

accessibility of the supplier.

Entry sufficient to avert the

anticompetitive effects of this

acquisition is unlikely. Indeed, there

has been no entry into the market for

welded-seam aluminum radiator tubes

since the time of the Helima acquisition,

and the threat of entry has not deterred

anticompetitive effects resulting from

the Helima acquisition.

C. The Pre-Consummation Transfer of

Competitively-Sensitive Information

The proposed complaint also alleges

that Lingemann, at Insilco’s request,

gave Insilco comprehensive

competitively-sensitive information

before consummation of the

acquisitions. In particular, Helima gave

Insilco customer-specific price

information, current and future pricing

plans, competition strategies, price

formulas, and price strategies. This

information transfer was particularly

harmful because Insilco and Helima

competed against each other in two

highly concentrated markets (duopolies)

and the information concerned products

that are relatively fungible. This transfer

had the potential to harm competition

in the interim pre-consummation period

and in the event the acquisitions were

delayed, modified, or abandoned, may

have led to even greater and more longlasting harm. The complaint thus alleges

that the transfer of such competitivelysensitive information in such highly

concentrated markets violates Section 5.

The Consent Order

The proposed Consent Order requires

Insilco to divest two welded-seam

aluminum tube mills (out of the assets

acquired from Lingemann) within four

months of the date on which the

proposed Consent Order becomes final.

The proposed Consent Order also

prohibits Insilco from engaging in the

pre-consummation transfer of

competitively-sensitive information.

A. Divestiture Provisions

Under the proposed Consent Order,

Insilco is required to divest two weldedseam aluminum tube mills from the

former Helima Duncan, South Carolina

facility. One of the mills to be divested

must be capable of producing weldedseam aluminum CAC tubes, and one

must be capable of producing radiator

tubes. In addition, the package of assets

to be divested includes one set of

tooling that is capable of being used on

both mills, as well as additional

ancillary assets such as machinery,

fixtures, equipment, and software used

in the maintenance and operation of the

assets to be divested. Further, Insilco

must provide the acquirer access to

Insilco employees with knowledge of

the Helima mills for the purposes of

training, and must sell to the acquirer

sole-source spare and replacement parts.

Pursuant to a customer’s request, Insilco

would be required to divest to the

acquirer the tooling used to make that

customer’s tubes. If Insilco fails to

divest the package of assets within four

months after the date on which the

proposed Consent Order becomes final,

the Commission may appoint a trustee

to divest all five of the mills located at

the former Helima plant in Duncan,

South Carolina.

To help ensure that the acquirer has

access to customers, the proposed

Consent Order includes a provision

prohibiting Insilco’s enforcement of any

supply contracts that were entered into

after the acquisition and that are

operative for a period grater than one

year. Further, the proposed Consent

Order requires Commission approval of

the acquirer, and requires a potential

acquirer to submit a five year business

plan showing how it will use the

divested assets, how it will compete in

the markets, and that the divested assets

will remain and be competitive in North

America. The purpose of the divestiture

is to ensure the reinstitution of a viable,

ongoing competitor to Insilco in the

markets for welded-seam aluminum

CAC tubes and welded-seam aluminum

radiator tubes.

The proposed Consent Order also

requires Insilco to provide the

Commission a report of compliance

with the divestiture provisions of the

Consent Order within 30 days following

the date the proposed Consent Order

becomes final, and every 30 days

thereafter until Insilco has completed

the required divestiture.

Finally, Insilco will be required to

provide prior notification to the

Commission for certain acquisitions

involving tube mills or tube producers.

B. Bar on Information Transfer

The proposed Consent Order

prohibits Insilco from obtaining, or

providing, prior to the consummation of

an acquisition or sale of an interest in

any of its businesses, customer-specific

price and cost information, current or

future pricing plans, current or future

strategies or policies relating to

competition, and analyses or formulas

used to determine costs or prices. The

proposed Consent Order thus prohibits

the exchange of specific types of

information that would likely harm

competition in any market. The

proposed Consent Order does, however,

acknowledge that a situation might arise

wherein Insilco, or a future acquisition

partner, may benefit from having access

to competitively-sensitive information

in order to assess a proposed

acquisition. In such a case, the party

possessing such information would be

allowed under the proposed Consent

Order to transfer the information to an

independent agent who will mask the

customer-specific and/or competitorspecific nature of the information before

providing it to its acquisition partner.

Transferring this type of information

through an independent agent permits

the benefits of the information transfer

while avoiding the potential for injury

to competition.

Public Comment

The proposed Consent Order has been

placed on the record for 60 days for

reception of comments by interested

persons. Comments received during this

period will become part of the public

record. After 60 days, the Commission

will again review the agreement and the

comments received, and will decide

whether to withdraw from the

agreement or make final the agreement’s

proposed Order.

The purpose of this analysis is to

facilitate the public comment on the

proposed Consent Order, and it is not
Federal Register / Vol. 62, No. 173 / Monday, September 8, 1997 / Notices 47211

intended to constitute an official

interpretation of the agreement and

proposed Consent Order or to modify in

any way its terms.

Donald S. Clark,

Secretary.

[FR Doc. 97–23680 Filed 9–5–97; 8:45 am]

BILLING CODE 6750–01–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Agency for Health Care Policy and

Research

Agency Information Collection

Activities: Proposed Collection;

Comment Request

AGENCY: Agency for Health Care Policy

and Research, HHS.

ACTION: Notice.

SUMMARY: This notice announces the

Agency for Health Care Policy and

Research’s (AHCPR) intention to request

the Office of Management and Budget

(OMB) to allow a proposed information

collection of the ‘‘Medical Expenditure

Panel Survey Household Component

(MEPS HC)—Panels 3 and 4.’’ In

accordance with the Paperwork

Reduction Act of 1995, Pub. L. 104–13

(44 U.S.C. 3506(c)(2)(A)), AHCPR

invites the public to comment on this

proposed information collection.

DATES: Comments on this notice must be

received by November 7, 1997.

ADDRESSES: Written comments should

be submitted to: Ruth A. Celtnieks,

Reports Clearance Officer, AHCPR, 2101

East Jefferson Street, Suite 500,

Rockville, MD 20852–4908.

All comments will become a matter of

public record.

FOR FURTHER INFORMATION CONTACT:

Ruth A. Celtnieks, AHCPR Reports

Clearance Officer, (301) 594–1406, ext.

1497.

SUPPLEMENTARY INFORMATION:

Proposed Project

‘‘Medical Expenditure Panel Survey

Household Component (MEPS–HC)—

Panels 3 and 4.’’

The AHCPR intends to conduct an

annual panel survey of U.S. households

to collect information on a variety of

measures related to health status, health

insurance coverage, health care use and

expenditures, and sources of payment

for health services. Each panel consists

of a nationally representative sample of

U.S. households who remain in MEPS

for two consecutive years of data

collection. The first two panels of MEPS

began in 1996 and 1997. Panels 3 and

4 of the MEPS–HC begin in 1998 and

1999, respectively. The MEPS–HC is

jointly sponsored by the AHCPR and the

National Center for Health Statistics

(NCHS). It will be conducted using a

sample of households selected from

households which responded to the

National Health Interview Survey

(NHIS) sponsored by NCHS. The NHIS

is a household survey which collects

health related data from approximately

50,000 households and 110,000 people.

Due to the Department of Health and

Human Services (HHS) efforts to

integrate survey data collection

activities, the NHIS is used as the

sampling frame for the MEPS and

several other surveys.

Data to be collected from each

household include detailed information

on demographics, health conditions,

current health status, utilization of

health care providers, charges and

payments for health care services,

medications, employment and health

insurance. Subject to AHCPR and NCHS

confidentiality statutes, data will be

made available through publications,

articles in major journals as well as

public use data files. The data are

intended to be used for purposes such

as:

• Generating national estimates of

individual and family health care use

and expenditures, private and public

health insurance coverage, and the

availability, costs and scope of private

health insurance benefits among

Americans;

• Examining the effects of changes in

how chronic care and disability are

managed and financed;

• Evaluating the growing impact of

managed care and of enrollment in

different types of managed care plans;

and

• Examining access to and costs of

health care for common diseases and

conditions, prescription drug use, and

other health issues.

Statisticians and researchers will use

these data to make important

generalizations on the civilian noninstitutionalized population of the

United States, as well as to conduct

research in which the family is the unit

of analysis.

Method of Collection

The data will be collected using a

combination of modes. For example, the

AHCPR intends to introduce study

participants to the survey through

advance mailings. The first contact will

provide the household with information

regarding the importance and uses of

the information obtained. The AHCPR

will then conduct five (in-person)

interviews with each household to

obtain health care use and expense data.

Lastly, the AHCPR will conduct one

telephone interview with each

household to obtain tax and asset

information. Data will be collected

using a computer-assisted personal

interviewing method (CAPI). In certain

cases, AHCPR will conduct interviews

over the telephone, if necessary. Burden

estimates follow:

Initial Number of Respondents:

10,000.

Panel 3: 4800.

Panel 4: 5200.

Number of Surveys Per Respondent: 6.

Average Burden Per Respondent: 9.0

hours.

Estimated Burden Total: 81,100

hours.

Panel 3: 39,050 hours.

Panel 4: 42,050 hours.

Request for Comments

Comments are invited on: (a) the

necessity of the proposed collection; (b)

the accuracy of the Agency’s estimate of

burden of the proposed collection of

information; (c) ways to enhance the

quality, utility and clarity of the

information to be collected; and (d)

ways to minimize the burden of the

collection of information on

respondents, including the use of

automated collection techniques or

other forms of information technology.

Comments submitted in response to

this notice will be summarized and/or

included in the request for OMB

approval of this information collection.

Copies of these proposed collection

plans and instruments can be obtained

from the AHCPR Reports Clearance

Officer (see above).

Dated: September 2, 1997.

John M. Eisenberg,

Administrator.

[FR Doc. 97–23681 Filed 9–5–97; 8:45 am]

BILLING CODE 4160–90–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Food and Drug Administration

Advisory Committee; Notice of Meeting

AGENCY: Food and Drug Administration,

HHS.

ACTION: Notice.

This notice announces a forthcoming

meeting of a public advisory committee

of the Food and Drug Administration

(FDA). At least one portion of the

meeting will be closed to the public.

Name of Committee: Clinical

Chemistry and Clinical Toxicology

Devices Panel of the Medical Devices

Advisory Committee.