10566 Federal Register / Vol. 62, No. 45 / Friday, March 7, 1997 / Notices

According to the proposed complaint,

Triad and CCI are the dominant

providers of MIS systems integrated

with an electronic catalog, together

controlling approximately 70% of the

market. The merger of CCI and Triad

would increase the HerfindahlHirschman Index (‘‘HHI’’) over 1200

points to over 3900. Aside from CCI and

Triad, all other firms selling an MIS

integrated with an electronic catalog

rely upon Triad or Profit-Pro for their

electronic catalog. The complaint

alleges that these fringe firms do not

constrain pricing nor in any other way

substantially impact competition for the

development and sale of MIS systems

integrated with an electronic catalog.

The complaint further alleges that de

novo entry or fringe expansion into the

relevant markets which would be

sufficient to deter or defeat reductions

in competition resulting from the CCI

acquisition of Triad would not be timely

or likely. According to the proposed

complaint, developing an electronic

catalog would require an expenditure of

substantial sunk costs and would be

time-consuming. Electronic catalog data

must be entered manually into a

database because the electronic parts

data is received in a different format

from each of hundreds of automotive

parts manufacturers. Entry with a

catalog covering only a fraction of

available automotive parts would not be

acceptable to most warehouse

distributors and jobbers.

The proposed complaint alleges,

finally, that the acquisition by CCI of

Triad may substantially lessen

competition by, among other things,

eliminating substantial, direct head-tohead competition between CCI and

Triad, likely resulting in increased

prices and reduced services for

electronic catalogs and MIS systems

integrated with an electronic catalog.

The Proposed Consent Agreement

The proposed Order accepted for

public comment contains provisions

that would require CCI to divest CCI’s

electronic catalog to MacDonald. The

proposed Order would specifically

require CCI to divest, absolutely and in

good faith, through a perpetual, royaltyfree, transferable, assignable, and

exclusive license with the right to use

for any purpose, combine with other

information, reproduce, modify, market

and sublicense, CCI’s PartFinder

electronic catalog database, CCI’s J–

CON application program interface,

CCI software utilized to retrieve vehicle

data from the CCI Database, and support

software and documentation.

MacDonald is a California-based

privately-held company which on

February 13, entered into a confidential

license agreement with CCI fulfilling the

requirements of the proposed Order.

MacDonald currently sells MIS systems

to the automotive aftermarket and has

previously offered customers the option

of utilizing the Triad catalog with its

MIS system.

The purpose of the divestiture of the

CCI electronic catalog is to ensure the

continued use of that catalog in

competition with the merged CCI/Triad,

to ensure MacDonald operates as an

independent competitor in the

development and sale of electronic

catalogs and MIS systems integrated

with an electronic catalog, and to

remedy the lessening of competition as

alleged in the Commission’s complaint.

The proposed order would require

CCI to offer updates to MacDonald for

the electronic catalog for a period of two

years. The proposed order would also

require that CCI provide to MacDonald

technical assistance for electronic

catalog maintenance for a period of one

year. The purpose of these provisions is

to ensure that MacDonald becomes a

viable competitor to CCI, thereby

fostering a competitive environment for

the sale of MIS systems integrated with

an electronic catalog.

In the event that CCI fails to divest the

CCI Products to MacDonald because

MacDonald, unilaterally and through no

fault of CCI, breaches the License

Agreement, CCI is required under the

proposed Order to divest to another

acquirer that is approved beforehand by

the Commission, within sixty (60) days

after the date on which the Order is

made final. If CCI fails to divest, the

proposed Order provides for the

appointment of a trustee, to accomplish

the required divestiture.

Pending the required divestiture, CCI

is required, under the proposed Order,

to maintain the viability and

marketability of the CCI electronic

catalog, by among other things, updating

the CCI database on a regular schedule.

In order to assist the acquirer, the

proposed Order prohibits CCI from

preventing employees from working for

the acquirer, and from entering into

long-term contracts with firms in the

business of distributing hardware and/

or software systems to warehouses,

jobber/retail stores and/or service

dealers in the automotive aftermarket,

that might interfere with the acquirer’s

ability to obtain customers

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.

Donald S. Clark,

Secretary.

[FR Doc. 97–5707 Filed 3–6–97; 8:45 am]

BILLING CODE 6750–01–M

[File No. 961–0085]

Mahle GmbH; Mahle, Inc.; Metal Leve

S.A.; Metal Leve, Inc.; Analysis To Aid

Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

SUMMARY: In settlement of alleged

violations of federal law prohibiting

unfair or deceptive acts or practices and

unfair methods of competition, this

consent agreement, accepted subject to

final Commission approval, would

require, among other things, Mahle, Inc.,

the Morristown, Tennessee-based

subsidiary of a German company, and

Metal Leve, Inc., the Ann Arbor,

Michigan-based subsidiary of a

Brazilian firm, to divest Metal Leve’s

United States piston business. The

complaint accompanying the consent

agreement alleges that, by acquiring

Metal Leve, Mahle would become a

monopolist in the research,

development, manufacture, and sale of

(1) articulated pistons in the United

States, and (2) large bore two-piece

pistons worldwide. Pursuant to a

separate federal court stipulation, Mahle

and Metal Leve will pay in excess of $5

million for failing to give antitrust

enforcers advance notice of Mahle’s

acquisition of a controlling interest in

Metal Leve.

DATES: Comments must be received on

or before May 6, 1997.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pa. Ave., NW.,

Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

William J. Baer, Federal Trade

Commission, H–374, 6th St. and Pa.

Ave., NW., Washington, DC 20580,

(202) 326–2932.

George S. Cary, Federal Trade

Commission, H–374, 6th St. and Pa.

Ave., NW., Washington, DC 20580,

(202) 326–3741.

Howard Morse, Federal Trade

Commission, S–3627, 6th St. and Pa.

Ave., NW., Washington, DC 20580,

(202) 326–2949.

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
Federal Register / Vol. 62, No. 45 / Friday, March 7, 1997 / Notices 10567

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 February 27, 1997), on

the World Wide Web, at ‘‘http://

www.ftc.gov/os/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, DC 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

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

final approval, an Agreement

Containing Consent Order

(‘‘Agreement’’) from Mahle GmbH,

Mahle, Inc., Metal Leve, S.A., and Metal

Leve, Inc. (‘‘Proposed Respondents’’).

The proposed Order has been placed

on the public record for sixty (60) days

for reception of comments by interested

persons. Comments received during this

period will become part of the public

record. After sixty (60) 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.

Mahle GmbH, a German piston

manufacturer, operates in the United

States through its wholly-owned

subsidiary Mahle, Inc., while Metal

Leve, S.A., a competing Brazilian piston

manufacturer, operates in the United

States through its wholly-owned

subsidiary Metal Leve, Inc. On June 26,

1996, Mahle GmbH acquired a

controlling interest in Metal Leve, S.A.

for approximately $40 million without

first filing notification and report forms

with the Federal Trade Commission or

the Department of Justice Antitrust

Division as required by the Hart-ScottRodino Act, Section 7A of the Clayton

Act, 15 U.S.C. § 18a. The Commission

has approved a Stipulation providing

for civil penalties under the Hart-ScottRodino Act for Mahle and Metal Leve’s

failure to file the required notifications,

and has accepted, subject to final

approval, the Agreement Containing

Consent Order resolving administrative

charges that the acquisition may

substantially lessen competition in

violation of Section 7 of the Clayton

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

5 of the Federal Trade Commission Act,

as amended, 15 U.S.C. 45.

The Stipulation provides for

maximum civil penalties from both

Mahle and Metal Leve from the date of

the acquisition until Proposed

Respondents file an application for

divestiture as required by the proposed

Order, which application is

subsequently approved by the

Commission and which divestiture is

thereafter accomplished. Mahle and

Metal Leve will each pay civil penalties

of $10,000 per day from June 26, 1996,

through November 20, 1996, and

$11,000 per day thereafter, pursuant to

the Debt Collection Improvement Act of

1996, Pub. L. 104–134 § 31001(s) and

FTC Rule 1.98, 16 CFR 1.98, 61 FR

54549 (Oct. 21, 1996). The Stipulation,

along with a complaint alleging a cause

of action under Section 7A(g)(1) of

Clayton Act, 15 U.S.C. 18A(g)(1), will be

filed, with the concurrence of the

Department of Justice Antitrust

Division, by Commission attorneys

acting as special attorneys to the

Attorney General, on behalf of the

United States.

The proposed administrative

complaint alleges that the acquisition

may substantially lessen competition in

the research, development,

manufacture, and sale of articulated

pistons in the United States and large

bore two-piece pistons worldwide. The

proposed complaint alleges a market of

articulated pistons up to 150 millimeter

in diameter used in diesel engine

applications, such as Class 8 truck

engines for buses and big highway rigs,

which require pistons that can

withstand high temperatures and

pressures to maintain engine

performance while meeting increasingly

stringent government emissions

requirements. The proposed complaint

also alleges a market of large bore twopiece pistons of more than 150

millimeters in diameter that are used in

high output diesel and natural gas

engines, such as locomotive engines and

stationary power generators as well as

engines for various marine and

industrial applications. The proposed

complaint alleges that the relevant

geographic market for evaluating the

acquisition’s effect on articulated

pistons is the United States, while the

relevant geographic market for

evaluating the acquisition’s effect on

large bore two-piece pistons is

worldwide.

The proposed complaint alleges that,

prior to the acquisition, Mahle had more

than a 50 percent share and Metal Leve

had nearly a 45 percent share of the

articulated piston market, producing a

combined market share of more than 95

percent. The only other firm in the

market is a weak competitor that has

been losing business to Mahle and Metal

Leve. Thus, the Mahle/Metal Leve

acquisition results in a monopoly or

near monopoly in the articulated

pistons market.

The proposed complaint alleges that

the market for two-piece large bore

pistons is also highly concentrated.

There are only four producers of twopiece large bore pistons in the world.

The proposed complaint alleges that

Mahle and one other firm dominate the

market, while Metal Leve has gained

sales and is aggressively bidding.

The proposed complaint alleges that

entry into the relevant piston markets

would not be timely, likely, or sufficient

to deter or offset the adverse effects of

Mahle’s acquisition of Metal Leve on

competition, because an entrant would

have to develop manufacturing

expertise, satisfy time-consuming

customer qualification requirements,

and acquire manufacturing equipment

at a significant sunk cost. Entry would

likely take three to five years or more.

The proposed complaint alleges that

Mahle’s acquisition of Metal Leve

substantially lessened competition in

both the articulated and large bore twopiece piston markets, by among other

things, eliminating Metal Leve as an

independent competitor that has been a

substantial, direct, head-to-head

competitor with Mahle and a maverick

in the relevant markets. In the

articulated piston market, the

acquisition has created a monopoly or

near monopoly. The proposed

complaint alleges that the Mahle/Metal

Leve acquisition substantially lessened

competition in the large bore two-piece

piston market, by giving control of

Metal Leve, an aggressive and

innovative competitor, to Mahle, one of

only two firms that together have

dominated the market for large bore

two-piece pistons.

The proposed Order would remedy

the alleged violation by restoring the

competition lost as a result of Mahle’s

acquisition. The proposed Order would

require divestiture of Metal Leve’s U.S.

piston business, which is defined to

include, among other things, assets used

by Metal Leve for the manufacture and

sale of pistons in the United States,
10568 Federal Register / Vol. 62, No. 45 / Friday, March 7, 1997 / Notices

including plants in Orangeburg and

Sumter, South Carolina, and a research

and development center in Ann Arbor,

Michigan, as well as technology outside

the United States which supports that

business. Metal Leve and Mahle will

cease to have any rights to what was

formerly the Metal Leve articulated

piston technology once the divestiture

required by the proposed Order has

been accomplished.

The proposed Order requires that the

divestiture be completed within ten

days of the Order becoming final. Thus,

the Proposed Respondents must file an

acceptable application for divestiture

well before the proposed Order is made

final, so that the application can be

placed on the public record for thirty

days, the Commission can determine

whether to approve it, and Respondents

can complete the required divestiture

within the time period set forth in the

proposed Order.

If the required divestiture is not

accomplished within ten days of the

Order being made final, then a trustee

may be appointed to divest the business.

The trustee may add some or all of the

Metal Leve, S.A. piston business to

accomplish the divestiture. This crown

jewel provision ensures that the

required divestiture will be

accomplished in a timely manner.

A Hold Separate Agreement accepted

by the Commission on August 30, 1996,

will continue in effect until the

divestiture required by the proposed

Order is accomplished. The Hold

Separate requires Metal Leve to be

operated independently of Mahle on a

worldwide basis and requires Metal

Leve, Inc. to be maintained as a viable

competitor in the business in which it

was engaged prior to Mahle’s

acquisition of Metal Leve.

Finally, the proposed Order prohibits

Mahle or Metal Leve from acquiring any

interest in any other company engaged

in the manufacture or sale of articulated

pistons in the United States, without

prior notice to the Commission, for a

period of ten (10) years.

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.

Donald S. Clark,

Secretary.

[FR Doc. 97–5708 Filed 3–6–97; 8:45 am]

BILLING CODE 6750–01–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Notice of Meeting of the National

Bioethics Advisory Commission

(NBAC), Genetics Subcommittee

Correction notice for previously

published notice (Published on

February 26, 1997, Page 8743, 2nd

Column). The date is corrected to read:

Date: Wednesday, March 5, 1997, 7:00

a.m. to 1:00 p.m.

FOR FURTHER INFORMATION CONTACT: Ms.

Henrietta Hyatt-Knorr, National

Bioethics Advisory Commission, MSC–

7508, 6100 Executive Boulevard, Suite

3C01, Rockville, Maryland 20892–7508,

telephone 301–402–4242, fax number

301–480–6900.

Dated: February 26, 1997.

Henrietta Hyatt-Knorr,

Acting Deputy Director, National Bioethics

Advisory Commission.

[FR Doc. 97–5690 Filed 3–4–97; 2:25 pm]

BILLING CODE 4160–17–M

Meeting of the National Bioethics

Advisory Commission (NBAC)

SUMMARY: Pursuant to section 10(d) of

the Federal Advisory Committee Act, as

amended (5 U.S.C. Appendix 2), notice

is given of a meeting of the National

Bioethics Advisory Commission. The

Commission members will address the

bioethical issues arising from the

research on human biology and

behavior, and in the applications of that

research including clinical. They will

also begin a review of the legal and

ethical issues associated with the recent

report of a technique of cloning sheep.

The public is invited to speak on any of

these issues and opportunities for

statements will be provided.

DATES: Thursday, March 13, 1997, 8

a.m. to 4:30 p.m., and Friday, March 14,

1997, 8 a.m. to 4:30 p.m.

LOCATION: The Commission will meet at

the Watergate Hotel, Continental

Chesapeake Extender Room, 2650

Virginia Avenue, NW, Washington, DC.

SUPPLEMENTARY INFORMATION: The

President established the National

Bioethics Advisory Commission (NBAC)

by Executive Order 12975 on October 3,

1995. The charter of the Commission

was signed on July 26, 1996. The first

meeting took place on October 4, 1996.

The mission of the NBAC is to advise

and make recommendations to the

National Science and Technology

Council and other entities on bioethical

issues arising from the research on

human biology and behavior, and in the

applications of that research. On

February 24, 1997, the President

instructed the Commission to undertake

a review of the legal and ethical issues

associated with the recent report of a

technique for cloning sheep. This

scientific discovery raises a host of

important issues including serious

ethical questions, in particular the

possible use of this technique to clone

human embryos, as well as the promise

of benefits in a number of areas.

Tentative Agenda

The Commission will 1) receive

reports from its subcommittees, 2)

discuss and plan the Commission’s 90-

day report to the President on issues of

cloning, and 3) listen to presentations

from the public.

Public Participation

The meeting is open to the public

with attendance limited by the

availability of space. Members of the

public who wish to present oral

statements should contact the Acting

Deputy Executive Director of the NBAC

by telephone, fax machine, or mail as

shown below as soon as possible, prior

to the meeting. The Chair of the NBAC

will reserve time for presentations by

persons requesting an opportunity to

speak. The order of speakers will be

assigned either on a first come, first

serve basis or along other

considerations. Individuals unable to

make oral presentations are encouraged

to mail or fax their comments to the

NBAC at least two business days prior

to the meeting for distribution to the

subcommittee members and inclusion

in the record. We urge anyone planning

to speak to call the NBAC office two or

three days before the meeting to obtain

information on the final logistical

arrangements.

Persons needing special assistance,

such as sign language interpretation or

other special accommodations, should

contact NBAC staff at the address or

telephone number listed below as soon

as possible.

FOR FURTHER INFORMATION CONTACT: Ms.

Henrietta D. Hyatt-Knorr, National

Bioethics Advisory Commission, MSC–

7508, 6100 Executive Boulevard, Suite

3C01, Rockville, Maryland 20892–7508,

telephone 301–402–4242, fax number

301–480–6900.

Dated: February 25, 1997.

Henrietta Hyatt-Knorr,

Acting Deputy Executive Director, National

Bioethics Advisory Commission.

[FR Doc. 97–5691 Filed 3–6–97; 8:45 am]

BILLING CODE 4160–17–P