59424 Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices

of Marketing Practices, telephone 202–

326–3115, email cdanielson@ftc.gov.

SUPPLEMENTARY INFORMATION: On May

11, 2000, the Federal Trade Commission

published a Federal Register Notice

announcing a public forum in the fall of

2000 to discuss warranty protection for

software and other computer

information products and services that

are marketed to consumers, and

soliciting academic papers and written

comment relating to those issues. The

Commission has not set October 26 and

27, 2000, as the dates for the forum. The

forum will be held at the offices of the

Federal Trade Commission, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, from 8:30 a.m.

to 5:30 p.m. on October 26 and from

9:00 a.m. to 5:30 p.m. on October 27,

2000. The forum is open to the public,

and there is no formal registration

process for those wishing to attend.

Seating is limited, but overflow rooms

will be available.

Authority: 15 U.S.C. 41 et seq.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 00–25567 Filed 10–4–00; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 001 0100]

Agrium, Inc., and Union Oil Company

of California and Unocal 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 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 October 30, 2000.

ADDRESSES: Comments should be

directed: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Avenue,

NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: John

B. Kirkwood, FTC Northwest Region,

915 Second Avenue, Suite 2896, Seattle,

Washington 98174, (206) 220–4484.

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

desists, 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

September 29, 2000), on the World

Wide Web, at ‘‘http://www.ftc.gov/os/

2000/09/index.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

Avenue, 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 the Proposed Consent Order

To Aid Public Comment

The Federal Trade Commission

(‘‘Commission’’) has accepted for public

comment an Agreement Containing

Consent Order with Agrium, Inc.

(‘‘Agrium’’) and Union Oil Company of

California and Unocal Corp. (‘‘Unocal’’).

The purpose of the agreement is to

remedy the anticompetitive effects of

Agrium’s proposed acquisition of

Unocal’s nitrogen fertilizer business.

The proposed order would require that

Agrium divest assets that are integral to

the sale of nitrogen fertilizers in the

Northwest (Washington, Oregon, and

Idaho).

Nitrogen fertilizers are used by

farmers around the world to improve

crop yields by supplying the nitrogen

essential to plant growth. Agrium, with

production facilities in Texas and near

its headquarters in Alberta, Canada, is

one of the world’s largest producers of

nitrogen fertilizers. In 1998, Agrium’s

wholesale sales of nitrogen fertilizers

were $501 million. Unocal produces

and sells nitrogen fertilizers through its

subsidiaries Alaska Nitrogen Products

LLC and Prodica LLC, which have

production and distribution facilities in

Alaska, Washington, Oregon and

California. Unocal’s 1998 wholesale

sales of nitrogen fertilizers were

approximately $377 million.

Agrium and Unocal are the leading

sellers of anhydrous ammonia, urea, and

UAN 32% solution, which are the most

popular nitrogen fertilizers in the

Northwest. Substitution among these

fertilizers, and between them and other

nitrogen fertilizers, is limited because of

agricultural considerations (they differ

in their suitability for particular crops,

soils, weather conditions, etc.) and

commercial factors (e.g., each of these

fertilizers requires different storage and

application equipment). In the

manufacture of an important resin, there

is no substitute for urea.

The complaint alleges that Agrium’s

proposed acquisition of Unocal, if

consummated, may substantially lessen

competition in 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. The complaint identifies three

relevant lines of commerce (product

markets) in which to analyze the effects

of this acquisition: urea, ammonia, and

UAN 32%. The Relevant Section of the

country (geographic market) alleged in

the complaint is the Northwest, which

consists of the states of Washington,

Oregon, and Idaho. In urea, Agrium’s

acquisition of Unocal would result in an

increase in the Herfindahl-Hirschman

Index (commonly referred to as ‘‘HHI’’)

from 2200 to over 4800; in ammonia, the

HHI rises from 1922 to over 4200; and

in UAN 32% it rises from 1560 to over

3800. By eliminating competition

between Agrium and Unocal, who are

the top two suppliers of each of these

products in the Northwest, the

acquisition would enable Agrium to

unilaterally increase the prices of

ammonia, urea, and UAN 32% in that

geographic market.

It is unlikely that the competition

eliminated by the proposed acquisition

would be replaced by new entry into the

Northwest. The construction of a new

nitrogen fertilizer plant to supply the

Northwest appears to be uneconomic.

One recent attempt at building a plant

in the region was abandoned four years

after it was first announced. Design, site

selection, permitting and construction

of a new plant to supply the Northwest

would require considerably more than

two years. Producers with plants in the

Northwest cannot expand output

because these plants are operating at

capacity. Importers of offshore fertilizers

are unlikely to ship significantly more

Federal Register / Vol. 65, No. 194 / Thursday, October 5, 2000 / Notices 59425

to the Northwest because the transfer

and storage terminals they need are

either unavailable or more expensive to

use than Unocal’s Rivergate terminal.

Midwest producers face obstacles to

increasing shipments to the Northwest,

including high transportation costs,

commitments to local customers, the

attractiveness of netbacks closer to their

plants, and differences in seasonal

demand that often make California a

better market for their product.

The proposed consent order would

require that Agrium divest Unocal’s

deepwater terminal at Rivergate, part of

its upriver terminal at Hedges

(containing urea storage and land for

expansion and road access), and leases

on three UAN terminals (including one

with deepwater access) to J.R. Simplot

Company. The order would also require

Agrium to provide Simplot with a longterm lease on the ammonia storage at

Hedges and perpetual access to the

Hedges dock, roadway, rail spur and

weight scales.

The Commission is preliminarily

satisfied that Simplot is well qualified

to reproduce Unocal’s competitive role

in the Northwest. Simplot is a $2.8

billion agribusiness that, among other

things, produces, wholesales and retails

nitrogen and other fertilizers around

North America. It operates a large

nitrogen fertilizer production facility in

Manitoba, numerous phosphate plants,

and a chain of retail outlets. In the

Northwest, Simplot is a substantial

source of phosphate fertilizers, but its

wholesaling of nitrogen fertilizers is

very limited. The proposed divestiture

would enable Simplot to become a

major wholesaler of nitrogen fertilizers

in the Northwest.

The proposed order requires that

respondents divest the specified assets

to Simplot, in accordance with the

agreement between Agrium and

Simplot, immediately after Agrium

acquires Unocal. If, at the time the

Commission decides to make the

proposed consent order final, the

Commission notifies the respondents

that Simplot is not an acceptable

acquirer, or that the agreement with

Simplot is not an acceptable manner of

divestiture, the respondents must

immediately rescind the transaction and

divest those assets to an acceptable

acquirer, and in an acceptable manner,

within four months of the date the

proposed consent order becomes final.

For a period of ten (10) years from the

date the proposed order becomes final,

respondents are required to provide

written notice to the Commission prior

to acquiring any interest in (1) any asset

to be divested or (2) any terminal with

deepwater access used in the transfer

and storage of UAN 32 in the Northwest.

These appear to be the only assets in the

Northwest whose acquisition might

substantially affect competition in the

sale of the relevant products but not

trigger a reporting obligation under the

Hart-Scott-Rodino Act. Respondents are

required to provide to the Commission

a report of compliance with the

proposed order within thirty (30) days

of the date the order becomes final every

sixty (60) days thereafter until

respondents have complied with the

divestiture obligations. Respondents are

also required to provide annual reports

during the term of the order. For Agrium

the term of the order would be ten years;

for Unocal it would be until the assets

to be divested are transferred to Agrium.

The Agreement Containing Consent

Order has been placed on the public

record for thirty (30) days for receipt 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 proposed order

and the comments received and will

decide whether it should withdraw from

the order or make it final. By accepting

the proposed order subject to final

approval, the Commission anticipates

that the competitive problems alleged in

the complaint will be resolved. The

purpose of this analysis is to invite

public comment on the proposed order,

including the specified divestitures, to

aid the Commission in its determination

of whether it should make the order

final. This analysis is not intended to

constitute an official interpretation of

the proposed order, nor is it intended to

modify the terms of the order in any

way.

By direction of the Commission,

Commissioner Swindle not participating.

Donald S. Clark,

Secretary.

[FR Doc. 00–25570 Filed 10–4–00; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 991 0103]

Alaska Healthcare Network, 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 October 20, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Avenue,

NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

Richard Feinstein, FTC/S–3114, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–3688;

or Paul J. Nolan, FTC/S–3118, 600

Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–2770.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

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

46, and § 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 September 20, 2000), on

the World Wide Web, at ‘‘http://

www.ftc.gov/os/2000/09/index.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

Avenue, 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 § 4.9(b)(6)(ii) of the

Commission’s Rules of Practice (16 CFR

4.9(b)(6)(ii))

Analysis of Agreement Containing

Consent Order To Aid Public Comment

The Federal Trade Commission has

accepted, subject to final approval, an

agreement with the Alaska Healthcare

Network, Inc. (‘‘AHN’’) containing a

proposed consent order. The agreement

settles charges that AHN violated