Federal Register / Vol. 65, No. 4 / Thursday, January 6, 2000 / Notices 777

Trans # Acquiring Acquired Entities

20000895 ........... OCM Principal Opportunities Fund, L.P TCW Special Credits Fund V—The

Principal Fund.

New Bristol Farms, Inc.

20000899 ........... HAL Trust ............................................... Cole National Corporation ..................... Cole National Corporation.

20000906 ........... Tyco International, Ltd ........................... Eric R. Cosman ...................................... Radionics, Inc.

20000912 ........... First Union Corporation .......................... Hosokawa Micron Corporation .............. Hosokawa Micron Corporation.

20000922 ........... Clear Channel Communications, Inc ..... Clear Channel Communications, Inc ..... CCC-Houston AM, Ltd.

20000926 ........... Industrial Growth Partners, L.P ............. Louisiana-Pacific Corporation ................ Associated Chemists, Inc.

20000928 ........... Royal KPN N.V ...................................... Euroweb International Corp ................... Euroweb International Corp.

20000930 ........... Olympus Growth Fund III, L.P ............... Doane Pet Care Enterprises, Inc ........... Doane Pet Care Enterprises, Inc.

Transactions Granted Early Termination—12/13/1999

20000660 ........... Johnson & Johnson ............................... Cygnus, Inc ............................................ Cygnus, Inc.

20000689 ........... The Coastal Corporation ........................ TransCanada PipeLines Limited ............ TransCanada Energy Marketing Inc.,

TransCanada Gas Processing USA

Inc.

20000904 ........... Repsol, S.A ............................................ Repsol, S.A ............................................ Repsol, S.A.

20000917 ........... Jack P. Cook, Jr .................................... Louis D. Root ......................................... Root Corporation.

FOR FURTHER INFORMATION CONTACT:

Sandra M. Peay or Parcellena P.

Fielding, Contact Representatives,

Federal Trade Commission, Premerger

Notification Office, Bureau of

Competition, Room 303, Washington,

DC 20580, (202) 326–3100.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 00–261 Filed 1–5–00; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 991–0167]

MacDermid, Inc., et al.; 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 January 21, 2000.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Ave., NW,

Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

Morris Bloom, FTC/S–3418, 600

Pennsylvania Ave., NW, Washington,

D.C. 20580. (202) 326–2707.

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 December 22, 1999), 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, D.C. 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, D.C. 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

(‘‘Commission’’) has accepted, subject to

final approval, an Agreement

Containing Consent Orders

(‘‘Agreement’’) from MacDermid, Inc.

(‘‘MacDermid’’) and Polyfibron

Technologies, Inc. (‘‘Polyfibron’’) to

resolve competitive concerns arising out

of MacDermid’s proposed acquisition of

Polyfibron. The Agreement includes a

proposed Decision and Order (the

‘‘proposed Order’’) which would require

MacDermid and Polyfibron

(‘‘respondents’’) to divest the Polyfibron

business of producing and selling liquid

photopolymers; to terminate their

respective agreements to distribute sheet

photopolymers in North America

(MacDermid’s 1998 distribution

agreement with Asahi Chemical

Industry Co., Ltd. (‘‘Asahi’’), and

Polyfibron’s 1995 distribution

agreement with BASF Lacke + Farben

AG (‘‘BASF’’)); and to cease and desist

from inviting, entering into or

participating in any agreements with

other photopolymer manufacturers that

have as their effect any allocation,

division or illegal restriction of

competition. The Agreement also

includes an Order to Maintain Assets

which requires respondents to preserve

the Polyfibron business of producing

and selling liquid photopolymers as a

viable, competitive, and ongoing

business until the divestiture is

achieved.

The proposed 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 review the Agreement

and comments received and decide

whether to withdraw its acceptance of

the Agreement or make final the

Agreement’s proposed Order.

The proposed complaint alleges that

the acquisition, if consummated, would

violate Section 7 of the Clayton Act, 15

U.S.C. 18, as amended, and Section 5 of

the Federal Trade Commission Act

(‘‘FTC Act’’), 15 U.S.C. 45, as amended,

778 Federal Register / Vol. 65, No. 4 / Thursday, January 6, 2000 / Notices

in the following markets: (1) The

research, development, manufacture,

and sale of liquid photopolymers for use

in the manufacture of flexographic

printing plates for printing on packaging

materials, such as corrugated containers

and multi-wall bags (‘‘Liquid

Photopolymers’’); and (2) the research,

development and sale of solid sheet

photopolymers for use in the

manufacture of flexographic printing

plates for printing on packaging

materials such as plastic bags and other

flexible packaging, as well as corrugated

containers and multi-wall bags (‘‘Sheet

Photopolymers’’).

The proposed complaint alleges that

the Liquid Photopolymer market in

North America is highly concentrated,

and that the proposed acquisition of

Polyfibron by MacDermid represents a

virtual merger to monopoly in that

market.

The proposed complaint also alleges

that the Sheet Photopolymer market in

North America is highly concentrated,

with the pre-merger market being

dominated by two firms, E.I. du Pont de

Nemours & Co., Inc. (‘‘DuPont’’) and

Polyfibron (selling its ownmanufactured Sheet Photopolymer

products, and those of BASF under the

1995 distribution agreement). Other

firms that participate in the North

American Sheet Photopolymer market

are niche players with minor market

shares. While MacDermid does not

produce Sheet Photopolymers, it

entered into a distribution agreement

with Asahi in 1998 that gives it the

right—which it has not yet exercised—

to distribute and sell Asahi’s Sheet

Photopolymer products in North

America. The proposed complaint

alleges that the existence of the

respective distribution agreements

means that the present duopoly in the

sale of Sheet Photopolymers in North

America would be further entrenched,

because the only two likely entrants,

BASF and Asahi, are bound by the

distribution agreements to sell only

through polyfibron and MacDermid,

respectively.

The proposed complaint further

alleges that the effect of the acquisition

may be to substantially lessen

competition and to tend to create a

monopoly by, among other things,

eliminating direct competition between

MacDermid and Polyfibron in the

manufacture, distribution and sale of

Liquid Photopolymers, entrenching the

existing duopoly in North America in

the sale of Sheet Photopolymers,

increasing the likelihood that

purchasers of Liquid Photopolymers

and Sheet Photopolymers will be forced

to pay higher prices, increasing the

likelihood that technical and sales

services provided to customers will be

reduced, and increasing the likelihood

that innovation will be reduced.

Customers have complained that the

effect of the transaction would be

increased prices for Liquid

Photopolymers and Sheet

Photopolymers and reduced technical

service, support, and innovation.

The proposed complaint further

alleges that entry into the relevant

markets would not be timely, likely, or

sufficient to deter or offset the adverse

effects of the acquisition on

competition. Entry is difficult in this

market because of the length of time it

would take and the expense that would

be incurred in building appropriate

chemical production facilities; the

difficulty of perfecting the underlying

polymer chemistry without violating

existing patents; the need to offer to

customers plate-making equipment on a

consignment or lease basis and the

concurrent difficulty and cost of

obtaining a source of supply for platemaking equipment; and the difficulty of

gaining recognition in a marketplace in

which customers are reluctant to change

from proven suppliers. In addition, the

proposed complaint alleges that most

customers in the relevant market for

Liquid Photopolymers are engaged in

long-term equipment and material

supply contracts with either MacDermid

or Polyfibron, further reducing the

number of customers available to a new

entrant at any given time.

Finally, the proposed complaint

alleges that the respondents have

allocated markets for the sale of

photopolymers with competitors, or

invited competitors to allocate markets

for the sale of photopolymers.

Specifically, the complaint alleges that

beginning in 1995, when MacDermid

first entered the market for the

production and sale of Liquid

Photopolymers (by virtue of its

acquisition of Hercules, Inc.’s

photopolymer business), MacDermid

and Asahi agreed to allocate markets

such that Macdermid would not

compete in the sale of Liquid

Photopolymers in Japan and in other

areas of the world in which Asahi sold

Liquid Photopolymers while Asahi

would not compete in the sale of Liquid

Photopolymers in North America. In the

case of Polyfibron, the proposed

complaint alleges that during the same

period of 1995 through 1998, Polyfibron

engaged in discussions with Asahi that

had as their purpose the division of

markets between the two companies.

The proposed complaint alleges that on

several occasions during this time

period, Polyfibron invited Asahi to

agree not to compete in the sale of Sheet

Photopolymers and Liquid

Photopolymers in North America in

return for Polyfibron’s agreement not to

compete in the sale of Sheet

Photopolymers and Liquid

Photopolymers in Japan.

The proposed Order is designed to

remedy the anticompetitive effects of

the acquisition in the North American

markets for Liquid Photopolymers and

Sheet Photopolymers, as alleged in the

complaint, by requiring the divestiture

of Polyfibron’s Liquid Photopolymer

business, by requiring the respondents

to terminate their respective distribution

agreements with Asahi and BASF, and

by requiring the respondents to cease

and desist from entering into, inviting or

participating in any agreements to

allocate, divide or illegally restrict

competition in the relevant markets.

Under the terms of the proposed

Order, respondents are required to

divest Polyfibron’s North American

Liquid Photopolymer business to

Chemence, Inc. (‘‘Chemence’’), no later

than twenty (20) days after the date the

Order becomes final. Chemence

currently produces adhesives, sealants

and photopolymers for making printing

stamps, using technology similar to that

involved in Liquid Photopolymers.

Chemence also produces a small

amount of Liquid Photopolymers in its

facilities in Alpharetta, Georgia, as well

as in the United Kingdom.

Divestiture of Polyfibron’s Liquid

Photopolymer business to Chemence is

designed to promote the viability and

competitiveness of the divested

business by placing the business in the

hands of a company with extensive

expertise in photopolymer technology,

expertise in related chemistries, and

economies of scale resulting from

shared research and development,

overhead and production. The

divestiture package, in turn, will permit

Chemence to penetrate the North

American market. It provides Chemence

with a photopolymer technology that is

well-known, well-respected and proven

in the marketplace, access to platemaking equipment that it may offer to

its resin customers, a sales and technical

support force that is well-known in the

industry, customer lists, and long-term

equipment/resin supply contracts with

those customers.

The proposed Order requires that

respondents divest all trade secrets,

know-how, trade marks and trade

names, intellectual property, intangible

assets, tangible assets including

equipment, and supply contracts and

business information (including

purchasing, sales, marketing, licensing,

and similar information) relating to

Federal Register / Vol. 65, No. 4 / Thursday, January 6, 2000 / Notices 779

Polyfibron’s Liquid Photopolymer

business. The proposed Order also

requires that respondents provide

incentives to certain employees

identified by the acquirer as important

to the continued competitiveness and

viability of the Liquid Photopolymers

business, to facilitate their transfer and

the transfer of know-how to the

acquirer.

The proposed Order to Maintain

Assets requires that respondents

preserve the Polyfibron Liquid

Photopolymer business as a viable and

competitive business until it is

transferred to the Commission-approved

acquirer. It includes an obligation on

respondents to build and maintain a

sufficient inventory of Liquid

Photopolymers to ensure there is no

shortage of supply during the period

that the business is being transitioned to

the Commission-approved acquirer, and

obligations to maintain an adequate

workforce.

Both the proposed Order and the

Order to Maintain Assets include

provisions designed to protect the

Commission-approved acquirer during

the transition period from the

possibility that respondents might target

customers on the customer lists being

transferred to the Commission-approved

acquirer. The provisions prohibit

respondents from soliciting Liquid

Photopolymer customers of Polyfibron

for the transition period, which in any

event is not to exceed ninety (90) days

from the date the assets to be divested

are transferred to the Commissionapproved acquirer.

If, following receipt and review of

public comments regarding the

proposed Order, the Commission

determines to disapprove the divestiture

to Chemence, respondents are required

to rescind the transaction with

Chemence and divest Polyfibron’s

Liquid Photopolymers business, within

three (3) months, to an acquirer that

receives the prior approval of the

Commission. The proposed Order also

provides that if respondents fail to

divest the Liquid Photopolymers

business as required by the proposed

Order, the Commission may appoint a

Divestiture Trustee to divest the

business along with any assets related to

the business that are necessary to effect

the purposes of the proposed Order.

Under the terms of the proposed

Order, respondents are required to

terminate their distribution agreements

with BASF and Asahi. These provisions

of the proposed Order are designed to

remedy the foreseeable anticompetitive

effects of maintaining the existing

duopoly in the sale of Sheet

Photopolymers in North America.

Presently, DuPont and Polyfibron

represent over ninety (90) percent of the

sales of Sheet Photopolymers in North

America. The investigation revealed that

prices for Sheet Photopolymers in North

America are considerably higher than

prices for Sheet Photopolymers in other

areas of the world where all of the major

world players—DuPont, Polyfibron,

BASF and Asahi—compete for business.

Furthermore, the investigation revealed

evidence of coordinated price activity in

the sale of Sheet Photopolymers in

North America among the two major

firms. By requiring the respondents to

terminate the distribution agreements

with BASF and Asahi, the order frees

BASF and Asahi to enter the North

American market independently, and

thereby to act as a competitive

counterweight to DuPont and

respondents.

Finally, the proposed Order requires

that respondents cease and desist from

inviting, creating, maintaining, adhering

to, participating in, or enforcing any

agreement with any producer of

photopolymer products to allocate,

divide or illegally restrict competition

in the relevant markets. This provision

of the proposed Order is designed to

further enhance competition in the

North American markets for Liquid

Photopolymers and Sheet

Photopolymers by ensuring that no

potential entrant into these markets

refrains from entering because of any

illegal invitations from or arrangements

with the respondents.

The proposed Order requires

respondents to provide the Commission,

within thirty (30) days of the date the

Agreement is signed, with an initial

report setting forth in detail the manner

in which respondents will comply with

the provisions relating to the divestiture

of assets. The proposed Order further

requires respondents to provide the

Commission with a report of

compliance with the Order within thirty

(30) days following the date the Order

becomes final and every thirty (30) days

thereafter until they have complied with

the divestiture provisions of the Order.

Furthermore, the Order requires

respondents to report annually to the

Commission, for ten (10) years,

regarding their compliance with the

provisions of the Order relating to the

Sheet Photopolymer distribution

agreements and market allocation

agreements.

The purpose of this analysis is to

facilitate public comment on the

proposed Order. This analysis is not

intended to constitute an official

interpretation of the Agreement or the

proposed Order or in any way to modify

the terms of the Agreement or the

proposed Order.

By direction of the Commission.

Benjamin I. Berman,

Acting Secretary.

[FR Doc. 00–260 Filed 1–5–00; 8:45 am]

BILLING CODE 6750–01–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Food and Drug Administration

[Docket No. 99D–0529]

Agency Information Collection

Activities: Proposed Collection;

Comment Request

AGENCY: Food and Drug Administration,

HHS.

ACTION: Notice.

SUMMARY: The Food and Drug

Administration (FDA) is announcing an

opportunity for public comment on the

proposed collection of certain

information by the agency. Under the

Paperwork Reduction Act of 1995 (the

PRA), Federal agencies are required to

publish notice in the Federal Register

concerning each proposed collection of

information, and to allow 60 days for

public comment in response to the

notice. This notice solicits comments on

the collection of information contained

in a guidance for industry entitled

‘‘Changes to an Approved NDA or

ANDA.’’ The guidance is intended to

assist applicants in determining how

they should report changes to an

approved new drug application (NDA)

or abbreviated new drug application

(ANDA) under section 116 of the Food

and Drug Administration Modernization

Act (the Modernization Act), which

provides requirements for making and

reporting manufacturing changes to an

approved application and for

distributing a drug product made with

such changes.

DATES: Submit written comments on the

collection of information by March 6,

2000.

ADDRESSES: Submit written comments

on the collection of information to the

Dockets Management Branch (HFA–

305), Food and Drug Administration,

5630 Fishers Lane, rm. 1061, Rockville,

MD 20852. All comments should be

identified with the docket number

found in brackets in the heading of this

document.

FOR FURTHER INFORMATION CONTACT:

Karen L. Nelson, Office of Information

Resources Management (HFA–250),

Food and Drug Administration, 5600