3602 Federal Register / Vol. 66, No. 10 / Tuesday, January 16, 2001 / Notices

Trans No. Acquiring Acquired Entities

20011060 ................ The Drees Company ............................ Allen G. Zaring, III ................................ Zaring Homes, Inc., Zaring Homes of

Indiana LLC.

Zaring National Corporation.

20011064 ................ Mott MacDonald Group Limited ........... Thermo Electron Corporation ............... The Killam Group Inc.

20011065 ................ IAWS Group plc ................................... Marvin M. Schwan ............................... Orion Food Systems International, Inc.

20011072 ................ Stone Energy Corporation ................... Basin Exploration, Inc. ......................... Basin Exploration, Inc.

20011074 ................ Toyota Automatic Loom Works, Ltd. ... Toyota Motor Corporation .................... Toyota Motor Sales U.S.A., Inc.

Toyota-Lift of Los Angeles, Inc.

20011077 ................ The Auto Club Group f/k/a/ AAA Michigan/Wisconsin, Inc.Cornhusker Motor Club ........................ Cornhusker Motor Club.

20011082 ................ Caterpillar Inc. ...................................... J. Garner Scott ..................................... Federal Financial Services, Inc.

IronMart, Inc.

Pioneer Machinery, Inc.

20011095 ................ Boston Ventures Limited Partnership V Jeremiah J. Harris ................................ Production Resource Group, L.L.C.,

Signal Perfection, Ltd.

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. 01–1169 Filed 1–12–01; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 011 0022]

Winn-Dixie Stores, 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 8, 2001.

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 or James Fishkin, FTC/

H–374, 600 Pennsylvania Ave., NW.,

Washington, DC 20580. (202) 326–3300

or 326–2663.

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 January 9, 2001), on the

World Wide Web, at http://www.ftc.gov/

os/2001/01/index.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, DC 20580. Two

paper copies of each comment 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 the Complaint and

Proposed Consent Order To Aid Public

Comment

I. Introduction

The Federal Trade Commission

(‘‘Commission’’) has accepted for public

comment from Winn-Dixie Stores, Inc.

‘‘Winn-Dixie’’ or ‘‘the Proposed

Respondent’’) and Agreement

Containing Consent Order ‘‘the

proposed consent order’’). The Proposed

Responent has also reviewed a draft

complaint that the Commission

contemplates issuing. The proposed

consent order is designed to furnish the

Commission with prospective relief in

the markets affected by the proposed

acquisition by Winn-Dixie of

supermarkets and other assets of JitneyJungle Stores of America, Inc. (‘‘JitneyJungle’’). A plan of sale pertaining to the

supermarkets involved in this case has

been confirmed by the United States

Bankruptcy Court for the Eastern

District of Louisiana in In re JitneyJungle Stores of America, Case No. 99–

17191, on December 15, 2000.

II. Description of the Parties and the

Proposed Acquisition

Jitney-Jungle, owned principally by

Bruckmann, Rosser, Sherill & Co., an

investment company, runs most of its

stores under the names ‘‘Jitney-Jungle’’

and ‘‘Delchamps.’’ Prior to its filing

under Chapter 11 of the Bankruptcy Act

on October 12, 1999, Jitney-Jungle

operated nearly 200 supermarkets, and

a lesser number of nearby gas stations

and liquor stores, in Mississippi,

Alabama, Louisiana, Florida, Arkansas,

and Tennessee. Following that filing,

Jitney-Jungle has closed more than 45

supermarkets and sold off at least ten

(10) others. Following the solicitation of

buyers for any and all of its stores,

Jitney-Jungle proposed to sell 72

supermarkets to Winn-Dixie for a total

purchase price of $85 million.

Following an auction held under the

auspices of the bankruptcy court, and as

limited by the proposed consent order,

Winn-Dixie plans instead to acquire 68

of the Jitney-Jungle stores for a reduced

consideration.

Winn-Dixie is a Florida corporation

headquartered in Jacksonville, Florida.

It operates more than 1,000

Federal Register / Vol. 66, No. 10 / Tuesday, January 16, 2001 / Notices 3603

1The HHI is a measurement of market

concentration calculated by summing the squares of

the individual market shares of all the participants.

2Acceptance of the proposed consent order for

public comment terminates the Hart-Scott-Rodino

waiting period and enables Winn-Dixie

immediately to acquire the Jitney-Jungle assets.

supermarkets in fourteen southeastern

states and the Bahamas. Winn-Dixie

reported sales of $14.1 billion for fiscal

1999.

III. The Draft Complaint

The draft complaint alleges that the

relevant line of commerce (i.e., the

product market) is the retail sale of food

and grocery items in supermarkets.

Supermarkets provide a distinct set of

products and services for consumers

who desire to one-stop shop for food

and grocery products. They carry a full

line and wide selection of both food and

nonfood products (typically more than

10,000 different stock-keeping units

(‘‘SKUs’’)), as well as a deep inventory

of those SKUs in a variety of brand

names and sizes. To accommodate the

large number of food and nonfood

products necessary for one-stop

shopping, supermarkets are large stores

that typically have at least 10,000 square

feet of selling space. So called

‘‘supercenters’’ operated by mass

merchants such as Wal-Mart, which

have full-line supermarkets attached to

general merchandise stores, are

included in the product market.

Supermarkets compete primarily with

other supermarkets that provide onestop shopping for food and grocery

products. Supermarkets base their food

and grocery prices on the prices

primarily of food and grocery products

sold at nearby supermarkets. They do

not regularly price-check food and

grocery products sold at other types of

stores such as cub stores or limited

assortment stores, and do not

significantly change their food and

grocery prices in response to prices at

other types of stores. Most consumers

shopping for food and grocery products

at supermarkets are not likely to shop

elsewhere in response to a small price

increase by supermarkets.

Retail stores other than supermarkets

that sell food and grocery products,

such as neighborhood ‘‘mom & pop’’

grocery stores, limited assortment

stores, convenience stores, specialty

food stores (e.g., seafood markets,

bakeries, etc.), club stores, and mass

merchants, do not effectively constrain

most prices at supermarkets. These

other stores operate significantly

different retail formats and sell far more

limited assortments of items. None of

these formats would constrain a price

increase taken by supermarkets.

The draft complaint alleges that the

relevant sections of the country in

which to analyze the acquisition

include, among others, the areas in and

near the following cities and towns:

Niceville, Florida; Gulf Breeze, Florida;

Destin, Florida; and the Gulfport-Biloxi

area of Mississippi, which consists of

the parts of Hancock, Harrison, and

Jackson counties that include Waveland,

Bay Saint Louis, Pass Christian, Long

Beach, Gulfport, Biloxi D’Iberville, and

Ocean Springs, and narrower markets

contained therein, including Gulfport

and Biloxi (the ‘‘Relevant Geographic

Markets’’).

Jitney-Jungle and Winn-Dixie are

actual and direct competitors in all of

the above listed markets. The

acquisition will eliminate that

competition. The draft complaint alleges

that each of the post-merger markets

would be highly concentrated, whether

measured by the Herfindahl-Hirschman

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

or by four-firm concentration ratios.1

The acquisition would substantially

increase concentration in each market.

Jitney-Jungle and Winn-Dixie would

have a combined market share that

ranges from slightly less than 34% to

100% in the Relevant Geographic

Markets. The post-acquisition HHIs in

the Relevant Geographic Markets range

from just over 2,400 points to 10,000

points.

The draft complaint further alleges

that entry is difficult and would not be

timely, likely, or sufficient to prevent

anticompetitive effects in the Relevant

Geographic Markets.

Notwithstanding all of this, WinnDixie’s acquisition of Jitney-Jungle

assets is not likely to create or enhance

market power, or facilitate its exercise,

to the extent that the imminent failure

of Jitney-Jungle would cause those

assets, or some of them, to exit the

market. To that extent, post-acquisition

performance in the relevant market is

not likely to be worse than performance

had the acquisition been blocked and

the assets exited.

As previously indicated, Jitney-Jungle

has sought protection from its creditors

pursuant to Chapter 11 of the

Bankruptcy Act. A review of that

proceeding indicates that Jitney-Jungle

will not be able to reorganize

successfully under Chapter 11, and that

but for the auction sale conducted under

the auspices of the bankruptcy court

Jitney-Jungle would be thrown into

liquidation proceedings under Chapter 7

of the Bankruptcy Act. The key

question, therefore, is whether JitneyJungle has made unsuccessful good-faith

efforts to elicit reasonable alternative

offers of acquisition of the Jitney-Jungle

assets. Through a variety of means,

including the retention of appropriate

professionals to elicit offers for its assets

and culminating in the previously

mentioned auction sale under the

auspices of the bankruptcy court, JitneyJungle has sought to elicit reasonable

alternative bids. In the four Relevant

Geographic Markets, Jitney-Jungle has

been able to elicit bids that are timely,

above the liquidation value of the assets,

and otherwise acceptable to creditors.

Therefore, the Commission concluded

that in the Relevant Geographic Markets

the proposed acquisition would be

anticompetitive because it would

eliminate substantial, direct, and

ongoing competition. In all other areas

where Winn-Dixie directly competes

against Jitney-Jungle, Jitney-Jungle has

been unable to elicit bids that are

timely, likely, above liquidation value of

the assets, and otherwise acceptable to

creditors. Therefore, the other areas

where Winn-Dixie and Jitney-Jungle

directly compete are not being

challenged.

The draft complaint alleges that

Winn-Dixie’s proposed acquisition of

various supermarket assets of JitneyJungle, if consummated, may

substantially lessen competition in the

four Relevant Geographic Markets 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, by eliminating direct competition

between supermarkets presently owned

or controlled by Jitney-Jungle and

supermarkets owned or controlled by

Winn-Dixie; by increasing the

likelihood that Winn-Dixie will

unilaterally exercise market power; and

by increasing the likelihood of, or

facilitating, collusion or coordinated

interaction among the remaining

supermarket firms. Each of these effects

raises the likelihood that the prices of

food, groceries or services will increase,

and the quality and selection of food,

groceries or services will decrease, in

the Relevant Geographic Markets

alleged in the proposed complaint.

IV. Terms of the Agreement Containing

Consent Order

The proposed consent order will

furnish prospective relief in the markets

affected by the proposed acquisition.2

Under the terms of the proposed

consent order, the Proposed Respondent

must not, for a period of ten (10) years

from the date the proposed consent

order becomes final, acquire any interest

in four identified Jitney-Jungle

3604 Federal Register / Vol. 66, No. 10 / Tuesday, January 16, 2001 / Notices

supermarkets without the prior approval

of the Commission.

Also for a period of ten (10) years, the

Proposed Respondent must provide

written notice to the Commission prior

to acquiring any interest in a

supermarket owner or operator, or any

facility that has operated as a

supermarket within the previous six (6)

months, located in any of the Relevant

Geographic Markets. Following notice,

Proposed Respondent may not complete

such an acquisition until after it has

provided any information requested by

the Commission during a specified

waiting period. This provision does not

restrict the Proposed Respondent’s

construction of new supermarket

facilities on its own; nor does it restrict

the Proposed Respondent from leasing

facilities not operated as supermarkets

within the previous six (6) months.

The proposed consent order also

prohibits the Proposed Respondent, for

ten (10) years, from entering into or

enforcing any agreement that restricts

the ability of any acquirer of any

supermarket, leasehold interest in a

supermarket, or interest in any retail

location used as a supermarket within

Okaloosa, Santa Rosa or Walton

counties in Florida; Hancock, Harrison,

Jackson or Lauderdale counties in

Mississippi; St. Tammany Parish,

Louisiana; or Mobile County, Alabama

on or after January 1, 2000, to operate

a supermarket at that site if such

supermarket was formerly owned or

operated by the Proposed Respondent.

In addition, the Proposed Respondent

may not remove fixtures or equipment

from a store or property owned or leased

in these counties that is no longer in

operation as a supermarket, except (1)

prior to a sale, sublease, assignment, or

change in occupancy, (2) to relocate

such fixtures or equipment in the

ordinary course of business to any other

supermarket owned or operated by

Proposed Respondent, or (3) otherwise

with the prior approval of the

Commission.

The Proposed Respondent is required

to provide to the Commission a report

of compliance with the consent order

beginning one (1) year from the date the

proposed consent order becomes final

and annually for each of the following

nine (9) years.

V. Opportunity for Public Comment

The proposed consent order has been

placed on the public record for 30 days

for receipt of comments by interested

persons. Comments received during this

period will become part of the public

record. After 30 days, the Commission

will again review the proposed consent

order and the comments received and

will decide whether it should withdraw

from the agreement or make the

proposed consent order final.

By accepting the proposed consent

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 consent order

to aid the Commission in its

determination of whether to make the

proposed consent order final. This

analysis is not intended to constitute an

official interpretation of the proposed

consent order nor is it intended to

modify the terms of the proposed

consent order in any way.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 01–1167 Filed 1–12–01; 8:45 am]

BILLING CODE 6750–01–M

GENERAL SERVICES

ADMINISTRATION/DEPARTMENT OF

STATE

Office of Communications;

Cancellation of an Optional Form

AGENCY: General Services

Administration.

ACTION: Notice.

SUMMARY: The Department of State is

cancelling the following Optional Form

because of low usage:

OF 298, Interagency Foreign Service

National Employee Position

Description.

DATES: Effective January 16, 2001.

FOR FURTHER INFORMATION CONTACT: Ms.

Barbara Williams, General Services

Administration, (202) 501–0581.

Dated: January 3, 2001.

Barbara M. Williams,

Deputy Standard and Optional Forms

Management Officer.

[FR Doc. 01–1210 Filed 1–12–01; 8:45 am]

BILLING CODE 6820–34–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

National Committee on Vital and Health

Statistics: Meeting

Pursuant to the Federal Advisory

Committee Act, the Department of

Health and Human Services announces

the following advisory committee

meeting.

Name: National Committee on Vital

and Health Statistics (NCVHS),

Subcommittee on Standards and

Security.

Time and Date: 8:30 a.m. to 5 p.m.,

February 1, 2001 or ; 8:30 a.m. to 2 p.m.,

February 2, 2001.

Place: Room 705A, Hubert H.

Humphrey Building, 200 Independence

Avenure, SW, Washington, DC 20201.

Status: Open.

Purpose: The purpose of this hearing

is to monitor to the progress of

implementation of the Administrative

Simplification Provisions of the Health

Insurance Portability and

Accountability Act (HIPAA) and

identified issues that need to be

addressed to insure successful

implementation. Specific hearing topics

for the first day include: the Designated

Standard Maintenance Organization’s

change process; data and transaction

standard issues identify by the

Healthcare Industry to date;

Institutional Provider NDC code set

concerns; and a status report from the

standard developers on digital/

electronic signature standards. The

second half-day session will include a

discussion of the Subcommittee’s next

steps related to Patient’s Medical Record

Information standards and the annual

NCVHS report to Congress on HIPAA

Administrative Simplification

implementation progress.

Notice: In the interest of security, the

Department has instituted stringent

procedures for entrance to the Hubert H.

Humphrey building by non-government

employees. Thus, persons without a

government identification card will

have to have the guard call for an escort

to the meeting.

CONTACT PERSON FOR MORE INFORMATION:

Substantive program information as

well as summaries of meetings and a

roster of committee members may be

obtained from J. Michael Fitzmaurice,

Ph.D., Senior Science Advisor for

Information Technology, Agency for

Health Care Research and Quality, 2101

East Jefferson Street, #600, Rockville,

MD 20852, phone: (301) 594–3938; or

Marjorie S. Greenberg, Executive

Secretary, NCVHS, National Center for

Health Statistics, Centers for Disease

Control and Prevention, Room 1100,

Presidential Building, 6525 Belcrest

Road, Hyattsville, Maryland 20782,

telephone (301) 458–4245. Information

also is available on the NCVHS home

page of the HHS website: http://

www.ncvhs.hhs.gov/ where an agenda

for the meeting will be posted when

available.