Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices 9847

maintain and make available all

documents demonstrating its

compliance with the Order.

Part V of the Order requires the

respondent to deliver a copy of the

Order to all of its present and future

management officials having

administrative responsibilities with

respect to the subject matter of the

Order.

Part VI of the Order requires the

respondent to notify the Commission at

least thirty (30) days prior to any

proposed change in its corporate

structure that may affect its compliance

with the Order.

Part VII of the Order requires the

respondent to file a written report with

the Commission within one hundred

eighty (180) days after service of the

Order detailing the manner and form in

which it has complied with the Order.

Part VIII of the Order allows

respondent to conform the manner in

which it conducts its business to any

FCRA amendment (or other similar

federal legislation enacted) or official

Commission interpretation which

relates to any obligation imposed on the

respondent by the Order and which

directly conflicts with an obligation

imposed by the Order.

Part IX of the Order specifically

reserves for future consideration the

issue of disclosure of fraud alert or

similar verification services to

consumers who properly request

disclosure under the FCRA.

The purpose of this analysis is to

facilitate public comment on the

proposed Order, and it is not intended

to constitute an official interpretation of

the agreement and proposed Order or to

modify in any way their terms.

By direction of the Commission.

Donald S. Clark,

Seceretary.

[FR Doc. 95–4279 Filed 2–21–95; 8:45 am]

BILLING CODE 6750–01–M

[File No. 941 0132]

Tele-Communication, Inc.; Proposed

Consent Agreement With Analysis To

Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

SUMMARY: In settlement of alleged

violations of federal law prohibiting

unfair acts and practices and unfair

methods of competition, this consent

agreement, accepted subject to final

Commission approval, would permit,

among other things, TeleCommunication, Inc. (TCI) to complete

its acquisition of TeleCable, on the

condition that it divest either its own

Columbus cable TV assets, or those of

TeleCable, within twelve months. If the

divestitures were not completed on

time, the consent agreement would

permit the Commission to appoint a

trustee to complete the transaction. In

addition, TCI, for ten years, would be

required to obtain Commission approval

before acquiring any cable TV system in

the Columbus, GA., area.

DATES: Comments must be received on

or before April 24, 1995.

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:

Ronald Rowe, FTC/S–2105,

Washington, DC 20580, (202) 326–2610.

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 following

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. 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)).

Agreement Containing Consent Order

The Federal Trade Commission

(‘‘Commission’’), having initiated an

investigation of the proposed

acquisition of the common stock of

TeleCable Corporation by TeleCommunications, Inc. and the proposed

merger of TeleCable Corporation into

TCI Communications, Inc., an entity

within Tele-Communications, Inc., and

it now appearing that TeleCommunications, Inc., hereinafter

sometimes referred to as ‘‘proposed

respondent,’’ is willing to enter into an

agreement containing an order to divest

certain assets, and to cease and desist

from making certain acquisitions, and

providing for other relief:

It is hereby agreed by and between

proposed respondent, by its duly

authorized officer and attorney, and

counsel for the Commission that:

1. Proposed respondent TeleCommunications, Inc. is a corporation

organized, existing, and doing business

under and by virtue of the laws of the

State of Delaware, with its principal

office and place of business at 5619 DTC

Parkway, Englewood, Colorado 80111.

2. Proposed respondent admits all the

jurisdictional facts set forth in the draft

of complaint.

3. Proposed respondent waives:

a. any further procedural steps;

b. the requirement that the

Commission’s decision contain a

statement of findings of fact and

conclusions of law;

c. all rights to seek judicial review or

otherwise to challenge or contest the

validity of the order entered pursuant to

this agreement; and

d. any claim under the Equal Access

to Justice Act.

4. This agreement shall not become

part of the public record of the

proceeding unless and until it is

accepted by the Commission. If this

agreement is accepted by the

Commission it, together with the draft of

complaint contemplated thereby, will be

placed on the public record for a period

of sixty (60) days and information in

respect thereto publicly released. The

Commission thereafter may either

withdraw its acceptance of this

agreement and so notify the proposed

respondent, in which event it will take

such action as it may consider

appropriate, or issue and serve its

complaint (in such form as the

circumstances may require) and

decision, in disposition of the

proceeding.

5. This agreement is for settlement

purposes only and does not constitute

an admission by proposed respondent

that the law has been violated as alleged

in the draft of complaint, or that the

facts as alleged in the draft complaint,

other than jurisdictional facts, are true.

6. This agreement contemplates that,

if it is accepted by the Commission, and

if such acceptance is not subsequently

withdrawn by the Commission pursuant

to the provisions of § 2.34 of the

Commission’s Rules, the Commission

may, without further notice to the

proposed respondent, (1) issue its

complaint corresponding in form and

substance with the draft of complaint

and its decision containing the

following order to divest and to cease

and desist in disposition of the

proceeding and (2) make information

public with respect thereto. When so

entered, the order to divest and to cease

and desist shall have the same force and

effect and may be altered, modified or

set aside in the same manner and within

the same time provided by statute for

other orders. The order shall become

final upon service. Delivery by the U.S.

Postal Service of the complaint and

decision containing the agreed-to order

to proposed respondent’s address as
9848 Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices

stated in this agreement shall constitute

service. Proposed respondent waives

any right it may have to any other

manner of service. The complaint may

be used in construing the terms of the

order, and no agreement, understanding,

representation, or interpretation not

contained in the order or the agreement

may be used to vary or contradict the

terms of the order.

7. Proposed respondent has read the

proposed complaint and order

contemplated hereby. Proposed

respondent understands that once the

order has been issued, it will be

required to file one or more compliance

reports showing that it has fully

complied with the order. Proposed

respondent further understands that it

may be liable for civil penalties in the

amount provided by law for each

violation of the order after it becomes

final.

Order

I

It is ordered that, as used in this

order, the following definitions shall

apply:

A. ‘‘Respondent’’ or ‘‘TCI’’ means (1)

Tele-Communications, Inc. and its

predecessors, successors and assigns,

subsidiaries, and divisions, and their

respective directors, officers, agents, and

representatives; and (2) partnerships,

joint ventures, groups and affiliates that

Tele-Communications, Inc. controls,

directly or indirectly, and their

successors and assigns, and their

respective directors, officers, agents, and

representatives.

B. ‘‘Control’’ means (i) the ability or

right, contractual or otherwise, to direct

the management decisions of an entity,

or (ii) an ownership interest of 50% or

greater unless a person or entity other

than Respondent has the right to direct

the management decisions of such

entity.

C. ‘‘Commission’’ means the Federal

Trade Commission.

D. ‘‘Columbus Cable Television

System Assets’’ means either TCI’s

Cable Television System or TeleCable’s

Cable Television System now operating

in Muscogee and Harris Counties,

Georgia, including all properties,

privileges, rights, interests and claims,

real and personal, tangible and

intangible, of every type and description

that are owned, leased, held or used

principally in the provision of Cable

Television Service in Muscogee and

Harris Counties, including the

governmental permits, franchises,

intangibles, equipment and real

property.

E. ‘‘Designated Columbus Cable

Television System’’ means the Cable

Television System chosen by TCI

pursuant to Paragraph III B. 2. or if TCI

fails to designate a Cable Television

System pursuant to, and within the time

limits of, Paragraph III B. 2., the

Columbus Cable Television System

Assets.

F. ‘‘Cable Television Service’’ means

the delivery of various video

entertainment and informational

programming via a cable television

system.

G. ‘‘Cable Television System’’ means

a facility, consisting of a set of closed

transmission paths and associated signal

generation, reception, and control

equipment that is designed to provide

cable television service, which includes

video programming and which is

provided to multiple subscribers within

a community.

H. ‘‘The Relevant Geographic Area’’

means the counties of Muscogee and

Harris in the State of Georgia.

I. ‘‘Competitiveness, viability and

marketability’’ of the Columbus Cable

Television System Assets means the

Respondent shall continue the operation

of TCI’s and TeleCable’s Cable

Television Systems in the ordinary

course of business without material

change or alteration that would

adversely affect the value or goodwill of

such Cable Television Systems and the

Columbus Cable Television System

Assets.

II

It is further ordered that:

A. Respondent shall divest, absolutely

and in good faith, within twelve months

of the date this order becomes final, one

of the Cable Television Systems

constituting the Columbus Cable

Television System Assets. Respondent

shall also divest such additional

ancillary assets and businesses and

effect such arrangements as are

necessary to assure the competitiveness,

viability and marketability of the

Columbus Cable Television System

Assets. Respondent shall undertake its

best efforts to facilitate any

governmental approvals required to

effect divestiture of the Columbus Cable

Television System Assets and their

continued use in Cable Television

Service in the Relevant Geographic

Area. To ensure the availability of

programming to the divested Columbus

Cable Television System Assets,

Respondent shall waive any exclusive

rights to distribute programming by

means of Cable Television Systems in

the Relevant Geographic Area.

B. Respondent shall divest the

Columbus Cable Television System

Assets only to an acquirer or acquirers

that receive the prior approval of the

Commission and only in a manner that

receives the prior approval of the

Commission. The purpose of the

divestiture of the Columbus Cable

Television System Assets is to ensure

the continued use of the Columbus

Cable Television System Assets as an

ongoing, viable deliverer of Cable

Television Service in the Relevant

Geographic Area, and to remedy the

lessening of competition resulting from

the proposed acquisition of TeleCable

Corporation by TCI as alleged in the

Commission’s complaint.

C. Pending divestiture of the

Columbus Cable Television System

Assets, respondent shall take such

actions as are necessary to maintain the

competitiveness, viability and

marketability of the Columbus Cable

Television System Assets and to prevent

the destruction, removal, wasting,

deterioration, or impairment of any of

the Columbus Cable Television System

Assets except for ordinary wear and

tear.

III

It is further ordered that:

A. If TCI has not divested, absolutely

and in good faith and with the

Commission’s prior approval, the

Columbus Cable Television System

Assets within twelve months of the date

this order becomes final, the

Commission may appoint a trustee to

divest the Columbus Cable Television

System Assets, provided, however, that

if the Commission has not approved a

proposed divestiture within 120 days of

the date the application for such

divestiture has been put on the public

record, the running of the divestiture

period shall be tolled until the

Commission approves or disapproves

the divestiture. In the event that the

Commission or the Attorney General

brings an action pursuant to § 5(l) of the

Federal Trade Commission Act, 15

U.S.C. § 45(l), or any other statute

enforced by the Commission, TCI shall

consent to the appointment of a trustee

in such action. Neither the appointment

of a trustee nor a decision not to appoint

a trustee under this Paragraph shall

preclude the Commission or the

Attorney General from seeking civil

penalties or any other relief available to

it, including a court-appointed trustee,

pursuant to § 5(l) of the Federal Trade

Commission Act, or any other statute

enforced by the Commission, for any

failure by the respondent to comply

with this order.

B. If a trustee is appointed by the

Commission or a court pursuant to

Paragraph III A. of this order,
Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices 9849

respondent shall consent to the

following terms and conditions

regarding the trustee’s powers, duties,

authority, and responsibilities:

1. The Commission shall select the

trustee, subject to the consent of

respondent, which consent shall not be

unreasonably withheld. The trustee

shall be a person with experience and

expertise in acquisitions and

divestitures in the cable television

industry. If respondent has not opposed,

in writing, including the reasons for

opposing, the selection of any proposed

trustee within ten (10) days after notice

by the staff of the Commission to

respondent of the identity of any

proposed trustee, respondent shall be

deemed to have consented to the

selection of the proposed trustee.

2. Within ten (10) days after

appointment of the trustee, respondent

shall (1) execute a trust agreement that,

subject to the prior approval of the

Commission and, in the case of a courtappointed trustee, of the court, transfers

to the trustee all rights and powers

necessary to permit the trustee to effect

the divestiture required by this order;

and (2) notify the trustee in writing

whether TCI chooses to divest the TCI

Columbus Cable Television System or

the TeleCable Columbus Cable

Television System; provided that if TCI

fails to make this designation within the

specified time period, the trustee is

authorized to divest either the TCI or

TeleCable Columbus Cable Television

System.

3. Subject to the prior approval of the

Commission, the trustee shall have the

exclusive power and authority to divest

the Designated Columbus Cable

Television System Assets.

4. The trustee shall have twelve (12)

months from the date the Commission

approves the trust agreement described

in Paragraph III B. 2. to accomplish the

divestiture, which shall be subject to the

prior approval of the Commission. If,

however, at the end of the twelve-month

period, the trustee has submitted a plan

of divestiture or believes that divestiture

can be achieved within a reasonable

time, the divestiture period may be

extended by the Commission, or, in the

case of a court-appointed trustee, by the

court; provided, however, the

Commission may extend this period

only two (2) times.

5. The trustee shall have full and

complete access to the personnel, books,

records and facilities related to the

Designated Columbus Cable Television

System Assets or to any other relevant

information as the trustee may

reasonably request. Respondent shall

develop such financial or other

information as such trustee may

reasonably request and shall cooperate

with the trustee. Respondent shall take

no action to interfere with or impede the

trustee’s accomplishment of the

divestitures. Any delays in divestiture

caused by respondent shall extend the

time for divestiture under this

Paragraph in an amount equal to the

delay, as determined by the Commission

or, for a court-appointed trustee, by the

court.

6. The trustee shall use his or her best

efforts to negotiate the most favorable

price and terms available in each

contract that is submitted to the

Commission, subject to respondent’s

absolute and unconditional obligation to

divest at no minimum price. The

divestiture shall be made in the manner

and to the acquirer or acquirers as set

out in Paragraph II of this order;

provided, however, if the trustee

receives bona fide offers from more than

one acquiring entity, and if the

Commission determines to approve

more than one such acquiring entity, the

trustee shall divest to the acquiring

entity or entities selected by respondent

from among those approved by the

Commission.

7. The trustee shall serve, without

bond or other security, at the cost and

expense of respondent, on such

reasonable and customary terms and

conditions as the Commission or a court

may set. The trustee shall have the

authority to employ, at the cost and

expense of respondent, such

consultants, accountants, attorneys,

investment bankers, business brokers,

appraisers, and other representatives

and assistants as are necessary to carry

out the trustee’s duties and

responsibilities. The trustee shall

account for all monies derived from the

divestiture and all expenses incurred.

After approval by the Commission and,

in the case of a court-appointed trustee,

by the court, of the account of the

trustee, including fees for his or her

services, all remaining monies shall be

paid at the direction of the respondent,

and the trustee’s power shall be

terminated. The trustee’s compensation

shall be based at least in significant part

on a commission arrangement

contingent on the trustee’s divesting the

Designated Columbus Cable Television

System Assets.

8. Respondent shall indemnify the

trustee and hold the trustee harmless

against any losses, claims, damages,

liabilities, or expenses arising out of, or

in connection with, the performance of

the trustee’s duties, including all

reasonable fees of counsel and other

expenses incurred in connection with

the preparation for, or defense of any

claim, whether or not resulting in any

liability, except to the extent that such

liabilities, losses, damages, claims, or

expenses result from misfeasance, gross

negligence, willful or wanton acts, or

bad faith by the trustee.

9. If the trustee ceases to act or fails

to act diligently, a substitute trustee

shall be appointed in the same manner

as provided in Paragraph III A. of this

order.

10. The Commission or, in the case of

a court-appointed trustee, the court,

may on its own initiative or at the

request of the trustee issue such

additional orders or directions as may

be necessary or appropriate to

accomplish the divestiture required by

this order.

11. The trustee shall have no

obligation or authority to operate or

maintain the Designated Columbus

Cable Television System Assets.

12. The trustee shall report in writing

to respondent and the Commission

every sixty (60) days concerning the

trustee’s efforts to accomplish

divestiture.

IV

It is further ordered that respondent

shall comply with all terms of the Hold

Separate Agreement, attached to this

Order and made a part hereof as

Appendix I. The Hold Separate

Agreement shall continue in effect until

such time as the Columbus Cable

Television System Assets shall have

been divested as required by this order.

V

It is further ordered that, for a period

of ten (10) years from the date this order

becomes final, respondent shall not,

without the prior approval of the

Commission, directly or indirectly:

A. Acquire any stock, share capital,

equity, or other interest in any concern,

corporate or non-corporate, engaged in

at the time of such acquisition, or

within the two years preceding such

acquisition engage in Cable Television

Service within the Relevant Geographic

Area; or

B. Acquire any assets used for or

previously used for (and still suitable

for use for) Cable Television Service

within the Relevant Geographic Area.

Provided, however, that this

Paragraph V shall not apply to the

acquisition of products or services in

the ordinary course of business; and

provided further, that this Paragraph V

shall not apply to the acquisition of any

interest in a concern that is not at the

time of the acquisition engaged in Cable

Television Service within the Relevant

Geographic Area due to the sale within

the preceding two years of all assets

used for Cable Television Service within
9850 Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices

the Relevant Geographic Area to another

party who intended to operate said

assets for Cable Television Service

within the Relevant Geographic Area.

VI

It is further ordered that:

A. Within sixty (60) days after the

date this order becomes final and every

sixty (60) days thereafter until

respondent has fully complied with the

provisions of Paragraphs II and III of

this order, respondent shall submit to

the Commission a verified written

report setting forth in detail the manner

and form in which it intends to comply,

is complying, and has complied with

Paragraphs II and III of this order.

Respondent shall include in its

compliance reports, among other things

that are required from time to time, a

full description of the efforts being

made to comply with Paragraphs II and

III of the order, including a description

of all substantive contacts or

negotiations for the divestiture and the

identity of all parties contacted.

Respondent shall include in its

compliance reports copies of all written

communications to and from such

parties, all internal memoranda, and all

reports and recommendations

concerning divestiture.

B. One (1) year from the date this

order becomes final, annually for the

next nine (9) years on the anniversary of

the date this order becomes final, and at

other times as the Commission may

require, respondent shall file a verified

written report with the Commission

setting forth in detail the manner and

form in which it has complied and is

complying with this order.

VII

It is further ordered that respondent

shall notify the Commission at least

thirty (30) days prior to any proposed

change in the respondent such as

dissolution, assignment, sale resulting

in the emergence of a successor

corporation, or the creation or

dissolution of subsidiaries or any other

change that affect compliance

obligations arising out of the order.

VIII

It is further ordered that, for the

purpose of determining or securing

compliance with this order, and subject

to any legally recognized privilege,

upon written request and on reasonable

notice to respondent, respondent shall

permit any duly authorized

representative of the Commission:

A. Access, during office hours and in

the presence of counsel, to inspect and

copy all books, ledgers, accounts,

correspondence, memoranda and other

records and documents in the

possession or under the control of

respondent relating to any matters

contained in this order; and

B. Upon five days’ notice to

respondent and without restraint of

interference from it, to interview

officers, directors, or employees of

respondent, who may have counsel

present, relating to any matters

contained in this order.

Agreement to Hold Separate

This Agreement To Hold Separate

(‘‘Agreement’’) is by and between TeleCommunications, Inc. (‘‘respondent’’ or

‘‘TCI’’), a corporation organized,

existing, and doing business under and

by virtue of the laws of the State of

Delaware, with its principal office and

place of business at 5619 DTC Parkway,

Englewood, Colorado 80111; and the

Federal Trade Commission

(‘‘Commission’’), an independent

agency of the United States

Government, established under the

Federal Trade Commission Act of 1914,

15 U.S.C. § 41, et seq.

Whereas, respondent entered into an

agreement with TeleCable Corporation

(‘‘TeleCable’’), a Virginia corporation,

whereby respondent will acquire the

stock of TeleCable and merge TeleCable

into TCI Communications, Inc., an

entity within TCI (hereinafter the

‘‘Acquisition’’); and

Whereas, the Commission is now

investigating the Acquisition to

determine if it would violate any of the

statutes enforced by the Commission;

and

Whereas, if the Commission accepts

the attached Agreement Containing

Consent Order (‘‘Consent Agreement’’),

which would require the divestiture of

either the TCI or TeleCable Cable

Television System Assets in Columbus,

Georgia, the Commission must place the

Consent Agreement on the public record

for a period of at least sixty (60) days

and may subsequently withdraw such

acceptance pursuant to the provisions of

Section 2.34 of the Commission’s Rules;

and

Whereas, the Commission is

concerned that if an understanding is

not reached, preserving the status quo

ante of the TeleCable Columbus Cable

Television System Assets during the

period prior to the final acceptance and

issuance of the Consent Agreement by

the Commission (after the 60-day public

comment period), divestiture resulting

from any proceeding challenging the

legality of the Acquisition might not be

possible, or might be less than an

effective remedy; and

Whereas, the Commission is

concerned that if the Acquisition is

consummated, it will be necessary to

preserve the Commission’s ability to

require the divestiture of the assets

described in Paragraph II of the Consent

Agreement and the Commission’s right

to have the TeleCable Columbus Cable

Television System Assets continue as a

viable independent entity; and

Whereas, the purpose of this

Agreement and the Consent Agreement

is to:

(i) preserve the TeleCable Columbus

Cable Television System Assets as a

viable independent cable television

system pending possible divestiture,

and

(ii) remedy any anticompetitive

effects of the Acquisition; and

Whereas, respondent’s entering into

this Agreement shall in no way be

construed as an admission by

respondent that the Acquisition is

illegal; and

Whereas, respondent understands that

no act or transaction contemplated by

this Agreement shall be deemed

immune or exempt from the provisions

of the antitrust laws or the Federal

Trade Commission Act by reason of

anything contained in this Agreement.

Now, therefore, the parties agree,

upon understanding that the

Commission has not yet determined

whether the Acquisition will be

challenged, and in consideration of the

Commission’s agreement that, unless

the Commission determines to reject the

Consent Agreement, it will not seek

further relief from respondent with

respect to the Acquisition, except that

the Commission may exercise any and

all rights to enforce this Agreement and

the Consent Agreement to which it is

annexed and made a part thereof, and in

the event the required divestiture is not

accomplished, to appoint a trustee to

seek divestiture pursuant to the Consent

Agreement and to seek civil penalties or

a court-appointed trustee or other

equitable relief, as follows:

1. Respondent agrees to execute and

be bound by the attached Consent

Agreement.

2. Respondent agrees that from the

date this Agreement is accepted until

the earliest of the dates listed in

subparagraphs 2.a–2.b, it will comply

with the provisions of paragraph 3 of

this Agreement:

a. three (3) business days after the

Commission withdraws its acceptance

of the Consent Agreement pursuant to

the provisions of Section 2.34 of the

Commission’s Rules; or

b. the day after the divestiture

required by the Consent Agreement has

been completed.

3. To ensure the independence and

viability of the TeleCable Columbus
Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices 9851

Cable Television System Assets and to

assure that no competitive information

is exchanged between the TeleCable

Columbus Cable Television System and

the TCI Columbus Cable Television

System, TCI shall operate the TeleCable

Columbus Cable Television System

separate and apart on the following

terms and conditions:

a. To the maximum extent possible,

TCI will retain current TeleCable

Columbus Cable Television System

management and employees (‘‘the

management team’’) to manage and

maintain the TeleCable Columbus Cable

Television System. The individuals on

the management team shall manage the

TeleCable Columbus Cable Television

System independently of the

management of TCI’s other businesses,

including the TCI Columbus Cable

Television System. The individuals on

the management team shall not be

involved in any way in the operation or

management of any other TCI Cable

Television System. If any member of the

management team is unable or

unwilling to continue to serve in his or

her current position (or becomes unable

to do so during the term of this

Agreement) that position will be filled

by an individual not involved in any

way in the operation or management of

any other TCI Cable Television System.

b. The management team, in its

capacity as such, shall report directly

and exclusively to an individual to be

designated by TCI who has no direct

responsibilities for Cable Television

System operations and who is

competent to assure the continued

viability and competitiveness of the

TeleCable Columbus Cable Television

System (‘‘TCI Contact’’).

c. TCI shall not exercise direction or

control over, or influence directly or

indirectly the management team or any

of its activities relating to the operations

of the TeleCable Columbus Cable

Television System; provided, however,

that TCI may exercise such direction

and control over the management team

and the TeleCable Columbus Cable

Television System Assets as is necessary

to ensure compliance with this

Agreement and with the Consent

Agreement and with all applicable laws.

d. TCI shall maintain the

marketability, viability, and

competitiveness of the TeleCable

Columbus Cable Television System

assets and shall not sell, transfer,

encumber (other than in the ordinary

course of business), or otherwise impair

their marketability, viability or

competitiveness.

e. Except for the TCI Contact and the

management team, TCI shall not permit

any other TCI employee, officer, or

director to be involved in the

management of the TeleCable Columbus

Cable Television System; provided,

however, that TCI employees involved

in engineering, construction, customer

service, data processing, training,

human resources, finance, legal

services, tax, accounting, insurance,

internal audit, payroll, programming,

purchasing, real estate, risk

management, telephony, compliance

with FCC regulations, contract

administration, and similar services

(‘‘support service employees’’) may

provide such services to the TeleCable

Columbus Cable Television System.

f. Except as required by law, and

except to the extent that necessary

information is exchanged in the course

of evaluating the acquisition, defending

investigations or litigation, or

negotiating agreements to divest, TCI,

other than the TCI Contact, the

management team and support service

employees involved in the TeleCable

Columbus Cable Television System

business, shall not receive or have

access to, or the use of any material

confidential information about the

TeleCable Columbus Cable Television

System. (‘‘Material Confidential

information,’’ as used herein, means

competitively sensitive or proprietary

information not otherwise known to TCI

from sources other than the TCI Contact,

the management team involved in the

TeleCable Columbus Cable Television

System, or the support service

employees.)

g. The management team shall serve

at the cost and expense of TCI. TCI shall

indemnify the management team against

any losses or claims of any kind that

might arise out of his or her

involvement under this Agreement,

except to the extent that such losses or

claims result from misfeasance, gross

negligence, willful or wanton acts, or

bad faith by the management team.

h. If any member of the management

team ceases to act or fails to act

diligently, a substitute member shall be

appointed.

4. Should the Federal Trade

Commission seek in any proceeding to

compel respondent to divest any of the

Columbus Cable Television System

Assets, as provided in the Consent

Agreement, or to seek any other

injunctive or equitable relief for any

failure to comply with the Consent

Agreement or this Agreement, or in any

way relating to the Acquisition, as

defined in the draft complaint,

respondent shall not raise any objection

based upon the expiration of the

applicable Hart-Scott-Radino Antitrust

Improvements Act waiting period or the

fact that the Commission has permitted

the Acquisition. Respondent also waives

all rights to contest the validity of this

Agreement.

5. To the extent that this Agreement

requires respondent to take, or prohibits

respondent from taking, certain actions

that otherwise may be required or

prohibited by contract, respondent shall

abide by the terms of this Agreement or

the Consent Agreement and shall not

assert as a defense such contract

requirements in any action brought by

the Commission to enforce the terms of

this Agreement or Consent Agreement.

6. For the purpose of determining or

securing compliance with this

Agreement, subject to any legally

recognized privilege, and upon written

request with reasonable notice to

respondent made to its principal office,

respondent shall permit any duly

authorized representative or

representatives of the Commission:

a. Access during the office hours of

respondent and in the presence of

counsel to inspect and copy all books,

ledgers, accounts, correspondence,

memoranda, and other records and

documents in the possession or under

the control of respondent relating to

compliance with this Agreement;

b. Upon five (5) days’ notice to

respondent, and without restraint or

interference from respondent, to

interview officers or employees of

respondent, who may have counsel

present, regarding any such matters.

7. This Agreement shall not be

binding until approved by the

Commission.

Analysis to Aid Public Comment on the

Provisionally Accepted Consent Order

The Federal Trade Commission

(‘‘Commission’’) has accepted for public

comment from Tele-Communications,

Inc. (‘‘TCI’’), an agreement containing

consent order. This agreement has been

placed on the public record for sixty

(60) days from receipt of comments from

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

order.

The Commission’s investigation of

this matter concerns TCI’s proposed

acquisition of TeleCable Corporation

(‘‘TeleCable’’). TeleCable is the 18th

largest cable company in the United

States, and operates 21 cable systems

located in 15 states. The Commission’s

investigation of this matter focused on

the Columbus, Georgia, metropolitan

area. There are only three cable
9852 Federal Register / Vol. 60, No. 35 / Wednesday, February 22, 1995 / Notices

television providers in Columbus. TCI

and TeleCable are the two largest cable

television providers in the Columbus

area in terms of the number of

subscribers and the number of homes

passed.

the agreement containing consent

order would, if finally issued by the

Commission, settle charges alleged in

the Commission’s complaint that TCI’s

acquisition of TeleCable would

substantially lessen competition in the

distribution of multichannel video

programming by cable television in the

Columbus, Georgia, area, in violation of

Section 7 of the Clayton Act. The nature

of such competition to be preserved is

actual competition to serve existing

homes, hotels, and apartment

complexes. The order will also preserve

competition for providing cable service

to new housing developments and other

presently cabled portions of the

Columbus area. The Commission’s

complaint further alleges that TCI’s

merger agreement with TeleCable

violates Section 5 of the Federal Trade

Commission Act.

The order accepted for public

comment would require TCI to divest a

cable television system in the

Columbus, Georgia, area. If TCI fails to

divest a system within one year, the

order allows the Commission to

appointment a trustee to sell a cable

system. A hold separate agreement

executed in conjunction with the

consent agreement requires TCI, until

completion of the divestiture (or as

otherwise specified), to maintain

TeleCable’s Columbus cable system

separate from TCI’s other operations.

For ten (10) years from the date the

order becomes final, the order would

also prohibit TCI, without obtaining

prior Commission approval, from

acquiring any cable television system in

the Columbus, Georgia, area.

The purpose of this analysis is to

invite public comment concerning the

consent order. This analysis is not

intended to constitute an official

interpretation of the agreement and

order or to modify their terms in any

way.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 95–4280 Filed 2–21–95; 8:45 am]

BILLING CODE 6750–01–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

National Institutes of Health

National Cancer Institute; Meeting

Pursuant to Pub. L. 92–463, notice is

hereby given of the meeting of the

Acrylonitrile Study Advisory Panel,

National Cancer Institute, National

Institutes of Health, on Friday March 24,

1995. The meeting will be held in

Conference Room H, Executive Plaza

North, 6130 Executive Boulevard,

Rockville, Maryland 20892.

This meeting will be open to the

public from 10 am to 5 pm for

discussion and review of study progress.

Attendance by the public will be limited

to space available.

Ms. Carole A. Frank, Committee

Management Officer, National Cancer

Institute, Executive Plaza North, Room

630, National Institutes of Health,

Bethesda, Maryland 20892 (301/496–

5708) will provide summaries of the

meeting and rosters of committee

members, upon request.

Dr. Aaron Blair, Executive Secretary,

Division of Cancer Etiology, National

Cancer Institute, National Institutes of

Health, Executive Plaza North, Room

418, 6130 Executive Boulevard,

Rockville, Maryland 20892 (301/496–

9093) will furnish substantive program

information.

Individuals who plan to attend and

need special assistance, such as sign

language interpretation or other special

accommodations, should contact Dr.

Aaron Blair, (301) 496–9093, in advance

of the meeting.

Dated: February 15, 1995.

Susan K. Feldman,

Committee Management Officer, National

Institutes of Health.

[FR Doc. 95–4244 Filed 2–21–95; 8:45 am]

BILLING CODE 4140–01–M

National Institute of Health

National Cancer Institute; Meetings

Pursuant to section 10(d) of the

Federal Advisory Committee Act, as

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

is hereby given of the National Cancer

Institute (NCI) advisory committee

meetings.

These meetings will be open to the

public as indicated below with

attendance limited to space available.

Individuals who plan to attend and

need special assistance, such as sign

language interpretation or other

reasonable accommodations, should

notify the contact person in advance of

the meeting.

Ms. Carole Frank, NCI Committee

Management Officer, National Institutes

of Health, Executive Plaza North, Room

630E, 6130 Executive Boulevard MSC

7405, Bethesda, Maryland 20892–7405,

(301) 496–5708, will provide summaries

of the meetings and rosters of committee

members upon request. Substantive

program information may be obtained

from the contacts listed below.

Committee Name: Developmental

Therapeutics Contracts Review

Committee.

Contact Person: Dr. C. Michael Kerwin,

Scientific Review Administrator,

DEA, NCI, NIH, Executive Plaza

North, Room 601A, 6130 Executive

Boulevard, Rockville, MD 20852–

7405, Telephone: (301) 496–7421

Date of Meeting: March 3, 1995

Place of Meeting: Executive Plaza North,

Conference Room J, 6130 Executive

Boulevard, Rockville, MD 20852

Closed: 9 am to adjournment

Agenda: Review, discussion and

evaluation of individual contract

proposals.

Committee Name: Board of Scientific

Counselors, Division of Cancer

Biology, Diagnosis, and Centers

Contact person: Dr. Ihor J. Masnyk,

Executive Secretary, NCI, NIH,

Building 31A, Room 3A11, 9000

Rockville Pike, Bethesda, MD 20892–

2440, Telephone: (301) 496–3251

Date of Meeting: March 6, 1995

Place of Meeting: Building 31C—

Conference Room 10, National

Institutes of Health, 9000 Rockville

Pike, Rockville, MD 20892

Open: 8:30 am to adjournment

Agenda: Discussion and review of the

division budget and review of

concepts for grants and contracts.

These meetings will be closed, as

indicated, in accordance with

provisions set forth in secs. 552b(c)(4)

and 552b(c)(6), Title 5, U.S.C. Proposals

and the discussions could reveal

confidential trade secrets or commercial

property such as patentable material

and personal information concerning

individuals associated with the

proposals, disclosure of which would

constitute a clearly unwarranted

invasion of personal privacy.

This notice is being published less

than fifteen days prior to the meeting

due to the urgent need to meet timing

limitations imposed by the review cycle.

(Catalog of Federal Domestic Assistance

Program Numbers: 93.393, Cancer Cause and

Prevention Research; 93.394, Cancer

Detection and Diagnosis Research; 93.395,

Cancer Treatment Research; 93.396, Cancer

Biology Research; 93.397, Cancer Centers

Support; 93.398, Cancer Research Manpower;

93.399, Cancer Control)