12948 Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices

1Copies of the Complaint, the Decision and

Order, and Commissioner Azcuenaga’s statement

are available from the Commission’s Public

Reference Branch, H–130, 6th Street & Pennsylvania

Avenue, NW., Washington, DC 20580.

DATES: Complaint and Order issued

February 14, 1995.1

FOR FURTHER INFORMATION CONTACT:

Claudia Higgins or Ann Malester, FTC/

S–2224, Washington, DC 20580. (202)

326–2682.

SUPPLEMENTARY INFORMATION: On

Monday, November 28,1994, there was

published in the Federal Register, 59 FR

60807, a proposed consent agreement

with analysis In the Matter of American

Home Products Corporation, for the

purpose of soliciting public comment.

Interested parties were given sixty (60)

days in which to submit comments,

suggestions or objections regarding the

proposed form of the order.

No comments having been received,

the Commission has ordered the

issuance of the complaint in the form

contemplated by the agreement, made

its jurisdictional findings and entered

an order to divest, as set forth in the

proposed consent agreement, in

disposition of this proceeding.

(Sec. 6, 38 Stat. 721; 15 U.S.C. 46. Interpret

or apply sec. 5, 38 Stat. 719, as amended; sec.

7, 38 Stat. 731, as amended; 15 U.S.C. 45, 18)

Donald S. Clark,

Secretary.

[FR Doc. 95–5787 Filed 3–8–95; 8:45 am]

BILLING CODE 6750–01–M

[File No. 951 0002]

Boston Scientific Corporation;

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, Boston Scientific

Corporation, a Massachusetts-based

manufacturer and marketer of catheters,

to proceed with the proposed

acquisitions of Cardiovascular Imaging

Systems, Inc., and SCIMED Life

Systems, Inc., but would require the

respondent to grant a non-exclusive

license to a specified package of patents

and technology related to the

manufacture, production and sale of

intravascular ultrasound (IVUS) imaging

catheters to the Hewlett-Packard

Company or another Commissionapproved licensee. When the consent

becomes final, the license would have to

be granted within ten days to HewlettPackard or within six months to another

licensee. In addition, the consent

agreement would require the respondent

to obtain Commission approval, for ten

years, before acquiring an interest

greater than one percent in a company

engaged in researching, developing or

manufacturing IVUS catheters for sale in

the United States.

DATES: Comments must be received on

or before April 10, 1995.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pa. Ave., N.W.,

Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

Howard Morse or Robert Tovsky, FTS/

S–3627, Washington, D.C. 20580. (202)

326–2949 or 326–2634.

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 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 thirty

(30) 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

§ 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

acquisitions by Boston Scientific

Corporation of Cardiovascular Imaging

Systems, Inc. and SCIMED Life Systems,

Inc., and it now appearing that Boston

Scientific Corporation, hereinafter

sometimes referred to as ‘‘proposed

respondent,’’ is willing to enter into an

agreement containing an order to license

or 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 officers and attorney, and

counsel for the Commission that:

1. Proposed respondent Boston

Scientific Corporation is a corporation

organized, existing and doing business

under and by virtue of the laws of the

State of Delaware with its office and

principal place of business located at 1

Boston Scientific Place, Natick,

Massachusetts, 01760–1537.

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 thirty (30) 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 license, divest and

cease and desist in disposition of the

proceeding and (2) make information

public with respect thereto. When so

entered, the order to license, divest and

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 United States Postal

Service of the complaint and decision

containing the agreed-to order to

proposed respondent’s address as stated

in this agreement shall constitute
Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices 12949

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 is 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 ‘‘Boston

Scientific’’ means Boston Scientific

Corporation, its predecessors,

successors, assigns, subsidiaries,

divisions, and groups and affiliates

controlled by Boston Scientific, their

successors and assigns, and the

directors, officers, employees, agents,

and representatives of each.

B. ‘‘CVIS’’ means Cardiovascular

Imaging Systems, Inc.

C. ‘‘SCIMED’’ means SCIMED Life

Systems, Inc.

D. ‘‘Commission’’ means the Federal

Trade Commission.

E. ‘‘CVIS Acquisition’’ means the

acquisition by Respondent of CVIS

voting securities that is the subject of an

Agreement and Plan of Merger and

Reorganization entered into on or about

August 31, 1994.

F. ‘‘SCIMED Acquisition’’ means the

acquisition of SCIMED voting securities

that is the subject of an Agreement and

Plan of Merger entered into on or about

November 8, 1994.

G. ‘‘IVUS Catheters’’ means

intravascular ultrasound catheters,

intracardiac ultrasound catheters,

removable imaging cores used in

intravascular or intracardiac ultrasound

imaging, and intravascular imaging

guidewires.

H. ‘‘IVUS Technology Portfolio’’

means:

1. all rights of Boston Scientific, CVIS

and SCIMED under United States and

foreign patents and patent applications

filed in any country relating to IVUS

Catheters, including rights under

patents issued in the future in any

country based upon patent applications

filed, or inventor’s certificates and

invention disclosures made, on or

before the License Date, and rights

under all substitutions, continuations,

continuations-in-part, divisions,

renewals, reissues and extensions based

on said patents and patent applications,

including but not limited to the right to

manufacture, use, sell, or offer for sale

for any purpose or application any

product suitable for use as an IVUS

Catheter;

2. all trade secrets, technology and

know-how of CVIS and SCIMED relating

to IVUS Catheters, including but not

limited to, books and records, the

results of research and development

efforts, filings with the United States

Food and Drug Administration,

scientific and clinical reports, designs,

manuals, drawings, and design, material

and equipment specifications and any

know-how used by CVIS or SCIMED in

conjunction with the research and

development, manufacturing or

marketing of IVUS Catheters;

3. a copy of the IVUS Catheter

customer lists of Boston Scientific and

CVIS.

I. ‘‘SCIMED IVUS Technology’’ means

all assets of SCIMED relating to IVUS

Catheters, including but not limited to:

1. United States and foreign patents

and patent applications filed in any

country relating to IVUS Catheters;

2. all trade secrets, technology, and

know-how of SCIMED relating to IVUS

Catheters, including but not limited to,

books and records, the results of

research and development efforts,

filings with the United States Food and

Drug Administration, scientific and

clinical reports, designs, manuals,

drawings, and design, material and

equipment specifications and any knowhow used by SCIMED in conjunction

with the research and development,

manufacturing or marketing of IVUS

Catheters; and

3. all IVUS Catheter prototypes.

J. ‘‘License Date’’ means the date on

which the IVUS Technology Portfolio is

licensed following Commission

approval pursuant to Paragraph II or

Paragraph V of this Order.

K. ‘‘Licensee’’ means the person to

whom the IVUS Technology Portfolio is

licensed pursuant to Paragraph II or

Paragraph V of this Order.

L. ‘‘IVUS Consoles’’ means

instruments used to deploy IVUS

Catheters and to convert into display

images signals transmitted by IVUS

Catheters.

II

It Is Further Ordered that:

A. Within six (6) months of the date

this Order becomes final, Respondent

shall, absolutely and in good faith, grant

pursuant to Paragraph II.B of this Order,

at no minimum price and with no

continuing royalties, a perpetual, nonexclusive license of the IVUS

Technology Portfolio, together with the

right to grant exclusive sub-licenses to

any part of such IVUS Technology

Portfolio, the right to grant exclusive

sub-licenses to manufacture or sell any

product pursuant to such IVUS

Technology Portfolio, and the right to

have IVUS Catheters manufactured and

sold on its behalf by any person.

B. Respondent shall license the IVUS

Technology Portfolio.

1. to Hewlett-Packard Company,

within ten days after the date this Order

becomes final, pursuant to, and in

accordance with, the February 21, 1995

agreement between Respondent and

Hewlett-Packard Company, which

agreement is in Confidential Appendix

II; or

2. to a person that receives the prior

approval of the Commission and only in

a manner that receives the prior

approval of the Commission.

The purpose of the license is to create

an independent competitor in the

development, production and sale of

IVUS Catheters and to remedy the

lessening of competition resulting from

the CVIS Acquisition and the SCIMED

Acquisition as alleged in the

Commission’s Complaint.

C. For a period of three (3) years after

the date this Order becomes final, upon

reasonable notice and reasonable

request from the Licensee, Boston

Scientific shall provide to the Licensee

information, technical assistance and

advice sufficient to effect the transfer to

the Licensee of the IVUS Technology

Portfolio, and to enable the Licensee to

obtain all necessary United States Food

and Drug Administration approvals or

certifications obtained by CVIS or

Boston Scientific with respect to, and to

enable the Licensee to manufacture, all

IVUS Catheters manufactured by CVIS

at any time during the period

commencing twelve (12) months prior

to the date this Order becomes final and

extending through the License Date.

Upon reasonable notice and reasonable

request from the Licensee, Boston

Scientific shall also provide to the

Licensee consultation with

knowledgeable employees of Boston

Scientific and training at the Licensee’s

facility for a period of time, not to

exceed two (2) years, sufficient to satisfy

the Licensee’s management that its

personnel are adequately trained in the

design and manufacture of IVUS
12950 Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices

Catheters. Respondent may require

reimbursement from the Licensee for all

its direct out-of-pocket expenses

incurred in providing the services

required by this Paragraph II.C of this

Order.

D. Respondent shall not restrict any

person employed by CVIS or SCIMED

prior to the date this Order becomes

final from accepting employment with

the Licensee or, following employment

of any such person by the Licensee,

communicating to the Licensee any

intellectual property included in the

IVUS Technology Portfolio.

E. Pending the licensing of the IVUS

Technology Portfolio, Respondent shall

take such actions as are necessary to

maintain the viability and marketability

of the IVUS Technology Portfolio and to

prevent the destruction, removal,

wasting, deterioration, or impairment of

the IVUS Technology Portfolio.

F. Respondent shall comply with all

terms of the Agreement to Hold

Separate, attached to this Order and

made a part hereof as Appendix I. The

Agreement to Hold Separate shall

continue in effect until such time as

specified in the Agreement to Hold

Separate.

III

It Is Further Ordered that Respondent

shall supply to the Licensee, for such

period as the Licensee may request, up

to three (3) years, on reasonable

commercial terms and provisions, at

Boston Scientific’s cost or at such lower

price as Boston Scientific and the

Licensee may otherwise agree, for

distribution and sale by the Licensee,

such quantities and types of IVUS

Catheters as may be requested by the

Licensee, upon reasonable notice, from

among the various types manufactured

and sold by Boston Scientific during the

period of such supply arrangement.

IV

It Is Further Ordered that, for a period

of five (5) years from the date this Order

becomes final, Respondent shall not

offer, renew, extend or enter into any

exclusive contract or agreement, or

enforce directly or indirectly any

exclusivity provision thereof, with any

manufacturer of IVUS Consoles, relating

to the development, manufacture or

distribution of such units or relating to

compatibility between the IVUS

Consoles produced by such

manufacturer and IVUS Catheters

produced by any person.

V

It Is Further Ordered that:

A. If Boston Scientific has not

licensed the IVUS Technology Portfolio

as required by Paragraph II of this

Order, the Commission may appoint a

trustee to license the IVUS Technology

Portfolio and to divest CVIS together

with the SCIMED IVUS Technology. 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, Boston Scientific 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 V of this Order, 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, divestitures,

and licensing. 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. Subject to the prior approval of the

Commission, the trustee shall have the

exclusive power and authority to license

the IVUS Technology Portfolio and to

divest CVIS together with the SCIMED

IVUS Technology.

3. Within ten (10) days after

appointment of the trustee, Respondent

shall 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 licensing or divestiture required by

this Order.

4. The trustee shall have—

a. six (6) months from the date the

Commission approves the trust

agreement described in Paragraph V.B.3.

to accomplish the licensing of the IVUS

Technology Portfolio, which license

shall be subject to the prior approval of

the Commission. If, however, at the end

of this six (6)-month period, the trustee

has submitted a licensing candidate or

believes that licensing can be achieved

within a reasonable time, the licensing

period may be extended by the

Commission, or, in the case of a courtappointed trustee, by the court; and

b. if the trustee has not licensed the

IVUS Technology Portfolio within the

six (6)-month period described in

Paragraph V.B.4.a., above, the trustee

shall have an additional twelve (12)

months to accomplish the divestiture of

CVIS together with the SCIMED IVUS

Technology, which divestiture shall be

subject to the prior approval of the

Commission. If, however, at the end of

this twelve (12)-month period, the

trustee has submitted a divestiture

candidate 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 IVUS

Technology Portfolio, CVIS and the

SCIMED IVUS Technology and to any

other relevant information, as the

trustee may request. Respondent shall

develop such financial or other

information as the trustee may request

and shall cooperate with the trustee.

Respondent shall take no action to

interfere with or impede the trustee’s

accomplishment of the licensing or

divestiture. 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

license or divest at no minimum price.

The licensing or divestiture shall be

made in the manner and to a Licensee

or acquirer approved by the

Commission; provided, however, if the

trustee receives bona fide offers from

more than one entity, and if the

Commission determines to approve

more than one such entity, the trustee

shall license or divest, as applicable, to

the entity selected by Respondent from

among those approved by the

Commission.
Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices 12951

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

licensing or divestiture and all expenses

incurred. After approval by the

Commission and, in the case of a courtappointed 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

licensing the IVUS Technology

Portfolio, or divesting CVIS and the

SCIMED IVUS Technology.

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 V.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 licensing or divestiture

required by this Order.

11. The trustee shall have no

obligation or authority to operate or

maintain the IVUS Technology

Portfolio, CVIS or the SCIMED IVUS

Technology.

12. The trustee shall report in writing

to Respondent and the Commission

every sixty (60) days concerning the

trustee’s efforts to accomplish the

licensing or divestiture.

VI

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,

through subsidiaries, partnerships, or

otherwise:

A. Acquire more than one (1) percent

of the 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

engaged in the research, development,

or manufacture of IVUS Catheters for

sale in the United States;

B. Acquire any assets used for or

previously used for (and still suitable

for use for) the manufacture of IVUS

Catheters for sale in the United States;

or

C. Acquire exclusive rights to any

patent or other technology relating to

the manufacture or sale of IVUS

Catheters in the United States

Provided, however, that this Paragraph

VI shall not apply to the acquisition of

products or services in the ordinary

course of business.

VII

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 V 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 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 Paragraph II of the

Order, including a description of all

substantive contacts or negotiations for

the licensing 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 licensing.

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.

VIII

It Is Further Ordered that Respondent

shall notify the Commission at least

thirty (30) days prior to any proposed

change in the corporate structure of

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 in the

corporation that may affect compliance

obligations arising out of this Order.

IX

It Is Further Ordered that Respondent,

for the purpose of determining or

securing compliance with this Order,

and subject to any legally recognized

privilege, upon written request and on

five day’s notice to Respondent, shall

permit any duly authorized

representative(s) 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. Without restraint or interference

from Respondent, to interview

Respondent’s officers, directors, or

employees, who may have counsel

present, regarding such matters.

X

It Is Further Ordered that this order

shall terminate twenty (20) years from

the date this order becomes final.

Appendix I

Agreement To Hold Separate

[Docket No. C– , File No. 951–0002]

Agreement To Hold Separate

This Agreement to Hold Separate (the

‘‘Hold Separate’’) is by and among the

Boston Scientific Corporation (‘‘Boston

Scientific’’), a corporation organized,

existing, and doing business under and

by virtue of the laws of Delaware, with

its principal office and place of business

at 1 Boston Scientific Place, Natick,

Massachusetts, 01760–1537, and the

Federal Trade Commission (the

‘‘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. (collectively, the ‘‘Parties’’).

Premises

Whereas, on August 31, 1994, Boston

Scientific entered into an agreement

with Cardiovascular Imaging Systems,

Inc. (‘‘CVIS’’) providing for the

acquisition (hereinafter the ‘‘CVIS
12952 Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices

Acquisition’’) of the voting securities of

CVIS; and

Whereas, CVIS, with its principal

office and place of business at 595 North

Pastoria Avenue, Sunnyvale, California

94086, manufactures and sells

intravascular ultrasound catheters and

high frequency imaging units for use

with such catheters; and

Whereas, on November 8, 1994,

Boston Scientific entered into an

agreement with SCIMED Life Systems,

Inc. (‘‘SCIMED’’) providing for the

acquisition (hereinafter the ‘‘SCIMED

Acquisition’’) of the voting securities of

SCIMED; and

Whereas, SCIMED, with its principal

office and place of business at One

SCIMED Place, Maple Grove, Minnesota

55311–1566, is conducting research and

development with respect to IVUS

Catheters; and

Whereas, if the Commission accepts

the Agreement Containing Consent

Order (‘‘Consent Order’’), the

Commission will place it on the public

record for a period of at least thirty (30)

days and may subsequently withdraw

such acceptance pursuant to the

provisions of § 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 CVIS, during the period prior to

the final acceptance and issuance of the

Consent Order by the Commission (after

the 30-day public comment period),

divestiture resulting from any

proceeding challenging the legality of

the CVIS Acquisition might not be

possible, or might be less than an

effective remedy; and

Whereas, the Commission is

concerned that if the CVIS Acquisition

is consummated, it will be necessary to

preserve the Commission’s ability to

require the divestiture of CVIS and the

Commission’s right to seek a viable

competitor to Boston Scientific; and

Whereas, the Commission has filed

suit in the United States District Court

for the District of Columbia (Civil

Action No. 1:95 CV00198) seeking a

preliminary injunction with respect to

the CVIS Acquisition pending an

administrative trial, and the

Commission has authorized its staff to

seek a preliminary injunction with

respect to the SCIMED Acquisition

pending an administrative trial; and

Whereas, the purpose of the Hold

Separate is to:

(i) Preserve CVIS as a viable and

competitive business, independent of

Boston Scientific, and engaged in the

research and development, manufacture

and sale of IVUS Catheters and IVUS

Consoles, pending final acceptance or

withdrawal of acceptance of the Consent

Order by the Commission pursuant to

the provisions of § 2.34 of the

Commission’s Rules;

(ii) Preserve CVIS as a viable and

competitive business, independent of

Boston Scientific, and engaged in the

research and development, manufacture

and sale of IVUS Catheters and IVUS

Consoles, pending licensing of the IVUS

Technology Portfolio pursuant to

Paragraph II of the Consent Order or

pending licensing of the IVUS

Technology Portfolio or divestiture of

CVIS and the SCIMED IVUS Technology

pursuant to Paragraph V of the Consent

Order; and

(iii) Remedy any anticompetitive

effects of the CVIS Acquisition; and

Whereas, Boston Scientific’s entering

into this Hold Separate shall in no way

be construed as an admission by Boston

Scientific that the CVIS Acquisition or

the SCIMED Acquisition is illegal or

would have any anticompetitive effects;

and

Whereas, Boston Scientific

understands that no act or transaction

contemplated by this Hold Separate

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

Hold Separate.

Now, Therefore, the Parties agree, and

in consideration of the Commission’s

agreement that, unless it determines to

reject the Consent Order, it will not seek

further relief from Boston Scientific

with respect to the CVIS Acquisition or

the SCIMED Acquisition, except that the

Commission may exercise any and all

rights to enforce this Hold Separate and

the Consent Order, once it becomes

final, and in the event that the required

licensing is not accomplished, to

appoint a trustee to seek divestiture of

CVIS and the SCIMED IVUS

Technology, pursuant to the Consent

Order, as follows:

1. Boston Scientific agrees to execute

and be bound by the attached Consent

Order.

2. If the Commission accepts the

Consent Order for public comment,

Boston Scientific and the Commission

will move to stay the action for

preliminary injunction pending in

United States District Court with respect

to the CVIS Acquisition until such time

as the Commission withdraws such

acceptance pursuant to the provisions of

§ 2.34 of the Commission’s Rules or

finally accepts and issues the Consent

Order; and, in the event the Commission

finally accepts the Consent Order, the

Commission will move to dismiss the

preliminary injunction action.

3. The terms ‘‘IVUS Catheters,’’ ‘‘IVUS

Consoles,’’ ‘‘IVUS Technology

Portfolio,’’ and ‘‘SCIMED IVUS

Technology’’ have the same definitions

as in the Consent Order;

4. Boston Scientific agrees that from

the date this Hold Separate is accepted

until the earliest of the dates listed in

subparagraphs 4.a, 4.b, 4.c or 4.d, it will

comply with the provisions of

paragraph 5 of this Hold Separate:

a. May 26, 1995, if the Commission

has not made the Consent Order final or

withdrawn its acceptance of the Consent

Order by that date;

b. three (3) business days after the

Commission withdraws its acceptance

of the Consent Order pursuant to the

provisions of § 2.34 of the Commission’s

Rules;

c. the date the licensing required

under Paragraph II or V of the Consent

Order is completed.

d. the date the divestiture required

under Paragraph V of the Consent

Corder is completed.

5. Boston Scientific shall hold CVIS as

it is constituted on the date the CVIS

Acquisition is consummated, separate

and apart on the following terms and

conditions:

a. CVIS, as defined in Paragraph I.B.

of the Consent Order, shall be held

separate and apart and shall be operated

independently of Boston Scientific

(meaning here and hereinafter, Boston

Scientific excluding CVIS and excluding

all personnel connected with CVIS as of

the date this Hold Separate is signed)

except to the extent that Boston

Scientific must exercise direction and

control over CVIS to assure compliance

with this Hold Separate or with the

Consent Order.

b. Boston Scientific shall not exercise

direction or control over, or influence

directly or indirectly, CVIS, the New

Board (as defined in subparagraph 5.d),

or any of its operations or businesses;

provided, however, that Boston

Scientific may exercise only such

direction and control over CVIS as is

necessary to assure compliance with

this Hold Separate or with the Consent

Order and provided further that Boston

Scientific may (a) direct CVIS to consent

that patent litigation between Boston

Scientific and CVIS be stayed; (b) direct

CVIS to consent to acceptance of

SCIMED’s position in the arbitration

proceeding pending between CVIS and

SCIMED; and (c) direct that Boston

Scientific and CVIS enter into a nonexclusive, royalty-free cross-license of

all their IVUS Catheter patents,

provided however no such cross-license

shall limit rights conferred to CVIS

except to the extent it imposes identical

limits on rights conferred to Boston
Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices 12953

Scientific, and provided further that no

such cross-license shall exclude any

Boston Scientific patents relating to

IVUS Catheters; and following

execution of such cross-license, direct

that the patent litigation between Boston

Scientific and CVIS be dismissed.

c. Boston Scientific shall maintain the

marketability, viability and

competitiveness of CVIS, and shall not

take such action that will cause or

permit the destruction, removal,

wasting, deterioration or impairment of

CVIS, except in the ordinary course of

business and except for ordinary wear

and tear, and shall not sell, transfer,

encumber (other than in the normal

course of business), or otherwise impair

the marketability, viability or

competitiveness of CVIS.

d. Boston Scientific shall elect a threeperson Board of Directors for CVIS (the

‘‘New Board’’). The New Board shall

consist of two persons knowledgeable

about IVUS Catheters, one of whom

shall be named Chairman of the New

Board, and who shall remain

independent of Boston Scientific and

competent to assure the continued

viability and competitiveness of CVIS,

and one New Board Member who is also

an officer, agent or employee of Boston

Scientific (the Boston Scientific New

Board Member’’). Except for the Boston

Scientific New Board Member, Boston

Scientific shall not permit any director,

officer, employee or agent of Boston

Scientific also to be a director, officer,

employee or agent of CVIS. Each Board

member shall enter into a

confidentiality agreement agreeing to be

bound by the terms and conditions of

this Hold Separate.

e. Except as required by law and

except to the extent that necessary

information is exchanged in the course

of evaluating and consummating the

CVIS Acquisition, defending

investigations or litigation, obtaining

legal advice, or complying with this

Hold Separate or the Consent Order,

Boston Scientific shall not receive or

have access to, or the use of, any

material confidential information of

CVIS or the activities of the New Board,

not in the public domain. Boston

Scientific may receive on a regular basis

from CVIS aggregate financial

information necessary and essential to

allow Boston Scientific to file financial

reports, tax returns and personnel

reports. Boston Scientific and CVIS may

also exchange confidential information,

subject to appropriate confidentiality

agreements, pursuant to agreements

between CVIS and Boston Scientific for

joint research or contract manufacture,

on arms-length commercial terms, to the

extent such agreements would be

permissible between competitors under

the antitrust laws. Any such information

that is obtained pursuant to this

subparagraph shall only be used for the

purposes set out in this subparagraph.

(‘‘Material confidential information,’’ as

used in this Hold Separate, means

competitively sensitive or proprietary

information not independently known

to Boston Scientific from sources other

than CVIS or the New Board, as

applicable, and includes but is not

limited to customer lists, customers,

price lists, prices, individual

transactions, marketing methods,

patents, technologies, processes, or

other trade secrets).

f. Except as permitted by this Hold

Separate, the New Board member

appointed by Boston Scientific (‘‘Boston

Scientific New Board Member’’) who is

also an officer, agent, or employee of

Boston Scientific shall not receive any

CVIS material confidential information

and shall not disclose any such

information obtained through his or her

involvement with CVIS to Boston

Scientific or use it to obtain any

advantage for Boston Scientific. The

Boston Scientific New Board Member

shall participate in matters that come

before the New Board only for the

limited purpose of considering any

capital investment of over one million

dollars ($1,000,000), approving any

proposed budget and operating plans,

authorizing dividends and repayment of

loans consistent with the provisions

hereof, reviewing any material

transactions described in paragraph 5.g,

and carrying out Boston Scientific’s

responsibilities under Hold Separate

and the Consent Order. Except as

permitted by the Hold Separate, the

Boston Scientific New Board Member

shall not participate in any other matter.

g. All material transactions, out of the

ordinary course of business and not

precluded by paragraph 5 hereof, shall

be subject to a majority vote of the New

Board (as defined in paragraph 5.d

hereof).

h. Boston Scientific shall not change

the composition of the New Board

unless the Chairman of the New Board

consents, or unless it is necessary to do

so in order to assure compliance with

this Hold Separate or with the Consent

Order. The Chairman of the New Board

shall have the power to remove

members of the New Board for cause

and to require Boston Scientific to

appoint replacement members of the

New Board. Boston Scientific shall not

change the composition of the

management of CVIS except that the

New Board shall have the power to

remove management employees for any

legal reason. If the Chairman ceases to

act or fails to act diligently, a substitute

Chairman shall be appointed in the

same manner as provided in paragraph

5.d. Boston Scientific shall circulate to

the management employees of CVIS and

appropriately display a notice of the

Hold Separate and the Consent

Agreement at a conspicuous place at all

CVIS offices and facilities.

i. All earnings and profits of CVIS

shall be retained separately by CVIS. If

necessary, Boston Scientific shall

provide CVIS with sufficient working

capital to operate at current rates of

operation, upon commercially

reasonable terms.

j. Should the Federal Trade

Commission seek in any proceeding to

compel Boston Scientific to divest itself

of CVIS or SCIMED or to compel Boston

Scientific to divest any assets or

businesses of CVIS and SCIMED that it

may hold, or to seek any other

injunctive or equitable relief, Boston

Scientific shall not raise any objection

based upon the expiration of the

applicable Hart-Scott-Rodino Antitrust

Improvements Act waiting period or the

fact that the Commission has permitted

the CVIS Acquisition or the SCIMED

Acquisition. Boston Scientific also

waives all rights to contest the validity

of this Hold Separate.

6. For the purpose of determining or

securing compliance with this Hold

Separate, subject to any legally

recognized privilege, and upon written

request and five day’s notice to Boston

Scientific, Boston Scientific shall permit

any duly authorized representative(s) of

the Commission:

a. Access during the office hours of

Boston Scientific 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 Boston Scientific or CVIS

relating to compliance with this Hold

Separate;

b. Without restraint or interference

from Boston Scientific, to interview

Boston Scientific’s or CVIS’ officers,

directors or employees, 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 (‘‘the

Commission’’) has accepted, for public

comment, from Boston Scientific

Corporation (‘‘Boston Scientific’’), an

agreement containing a consent order.

This agreement has been placed on the

public record for thirty days for
12954 Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices

1The rules have the force and effect of law and

should not be taken lightly. Departing from the

rules without justification leads to inequality of

treatment and leaves the Commission open to

charges of arbitrary and capricious decisionmaking.

The duration of the public comment period is not

a trivial matter. Cf. the Tunney Act, 15 U.S.C. § 16,

reception of comments from interested

persons.

Comments received during this period

will become part of the public record.

After thirty 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 the proposed

acquisitions by Boston Scientific of

Cardiovascular Imaging Systems, Inc.

(‘‘CVIS’’) and SCIMED Life Systems, Inc.

(‘‘SCIMED’’). The Commission’s

proposed complaint alleges that Boston

Scientific and CVIS each develop,

produce and market intravascular

ultrasound (‘‘IVUS’’) catheters for use

throughout the world. It also alleges that

SCIMED has been working on the

development of these products, has

manufactured and tested prototypes,

and is a likely entrant into the IVUS

catheter market. IVUS catheters are used

in the diagnosis and treatment of artery

disease.

The agreement containing a consent

order would, if finally accepted by the

Commission, settle charges that the

acquisitions may substantially lessen

competition in the production and sale

of IVUS catheters in the United States.

The Commission has reason to believe

that the acquisitions would have

anticompetitive effects and would

violate Section 7 of the Clayton Act and

Section 5 of the Federal Trade

Commission Act, unless an effective

remedy eliminates such anticompetitive

effects.

The Commission has filed suit in the

United States District Court for the

District of Columbia to enjoin Boston

Scientific’s proposed acquisition of

CVIS. That action is stayed by

Commission acceptance of the proposed

order for public comment, and would be

dismissed in the event that the

Commission makes final the order.

The Commission’s proposed

complaint in this matter alleges that

Boston Scientific’s proposed acquisition

of CVIS would eliminate ongoing

competition, result in substantially

increased concentration, and allow

Boston Scientific to exercise market

power. It further alleges that Boston

Scientific’s proposed acquisition of

SCIMED would eliminate ongoing

competition between Boston Scientific

and SCIMED in IVUS catheter research

and development, and would eliminate

SCIMED as a potential entrant into the

IVUS catheter market. The effect of

these acquisitions, the complaint

alleges, is likely to be higher prices for

IVUS catheters and diminished product

innovation.

The order accepted for public

comment contains provisions that

would require Boston Scientific to

license to Hewlett-Packard Company or

to another person that receives the prior

approval of the Commission a broad

package of patents and technology

relating to IVUS catheters. This package

would include rights to Boston

Scientific’s IVUS catheter patents, as

well as the patents and technology that

Boston Scientific proposes to acquire

from both CVIS and SCIMED.

The order also would require Boston

Scientific to provide, on request by the

licensee, certain technical assistance

sufficient to facilitate the licensee’s use

of the licensed technology and patents

to enter the IVUS catheter market. For

IVUS catheters of the type currently

offered by CVIS, this requirement

includes assistance for a period of three

years in manufacturing and obtaining

regulatory approvals. It also requires

Boston Scientific to allow the licensee,

for a period of two years, to consult with

Boston Scientific employees for training

in the design and manufacture of IVUS

catheters. The order would also require

Boston Scientific to permit CVIS’ and

SCIMED’s current employees to take

employment with the licensee. In order

to further facilitate entry into IVUS

catheters, the order would prohibit

Boston Scientific from entering into

exclusive contracts with manufacturers

of IVUS consoles that would exclude a

new IVUS catheter producer from the

market.

The order would further provide for

an interim supply agreement between

Boston Scientific and the licensee, to

extend for a period of three years, which

covers the time that such a licensee

could be expected to require to enter the

IVUS catheter market with commercial

products that have obtained regulatory

approval.

Under the terms of the order, Boston

Scientific must, if it does not license

Hewlett-Packard, grant a license to a

Commission approved licensee within

six months of the date the order

becomes final. If Boston Scientific fails

to do so, the Commission may appoint

a trustee to license the IVUS patents and

technology, and, if necessary, to divest

CVIS together with SCIMED’s IVUS

technology and patents.

A hold separate agreement made a

part of the consent requires Boston

Scientific, until it accomplishes the

licensing required by the order, or until

the trustee accomplishes the licensing

or divestiture required by the order, or

until May 26, 1995 if the order is not

made final by that date, to hold separate

and preserve all of the assets and

businesses acquired from CVIS.

For a period of ten years from its

effective date, the order would also

prohibit Boston Scientific from

acquiring, without prior Commission

approval, more than one percent of the

stock of, or any other interest in, any

company engaged in the research,

development, or manufacture for sale of

IVUS catheters in the United States,

assets used or previously used for the

manufacture of IVUS catheters for sale

in the United States, or exclusive rights

to patents or other technology used for

the manufacture or sale of IVUS

catheters in the United States.

The purpose of this analysis is to

invite public comment concerning the

consent order and any other aspect of

the acquisition. This analysis is not

intended to constitute an official

interpretation of the agreement and

order or to modify their terms in any

way.

Donald S. Clark,

Secretary.

Statement of Commissioner Mary L.

Azcuenaga, Concurring in Part and

Dissenting in Part, in Boston Scientific

Corporation, File 951–0002

Today the Commission decides to

publish for comment a proposed

consent order to settle concerns arising

from the proposed acquisitions by

Boston Scientific of CVIS and SciMed.

Although I have reason to believe that

the proposed acquisitions would be

unlawful and the proposed consent

agreement appears likely to provide an

appropriate remedy for the violations,

two provisions of the proposed

settlement are troubling: one is the

negotiated agreement to curtail the

public comment period; the second is

the fixed date for the expiration of the

hold separate agreement.

Although Boston Scientific may be

able to show good reason why the

public comment period under Section

2.34 of the Commission’s Rules of

Practice, 16 C.F.R. § 2.34, should be

curtailed from the usual 60 days, it has

made no attempt to do so. Instead,

without any proffered justification,

Boston Scientific and the staff have

negotiated a 30-day public comment

period. It should go without saying that

the requirements of the Commission’s

Rules of Practice should not be a matter

for negotiation.1 The Commission’s
Federal Register / Vol. 60, No. 46 / Thursday, March 9, 1995 / Notices 12955

which requires a 60-day public comment period for

Department of Justice antitrust consent orders. The

Tunney Act also provides that the 60-day public

comment period ‘‘shall not be shortened except by

order of the district court upon a showing that (1)

extraordinary circumstances require such

shortening and (2) such shortening is not adverse

to the public interest.’’ 15 U.S.C. § 16(d).

2A hold separate agreement preserves a viable

and competitive business, independent of the

acquirer, in part to ensure the Commission’s ability

to require a divestiture. When the hold separate

agreement expires, the parties are free to

consummate their transaction.

3Expedited treatment for one respondent means

moving that matter to the front of the queue. The

Commission ordinarily has required a showing that

such treatment is warranted.

4The Commission and the public interest would

be disserved to the extent that useful comments

from the public are abbreviated or perhaps not even

submitted because of the shortened public comment

period.

*The consent order was made effective on

August 9, 1965.

1See Sunset Policy Statement, 59 FR at 45,289.

acceptance of the negotiated term

creates an unfortunate precedent. Future

respondents are likely to seek

comparable concessions, increasing

both the public and private costs of law

enforcement negotiations. To the extent

that the order reduces the length of the

period for public comment and no good

cause for that departure from the

Commission’s rules having been shown,

I dissent.

Nor should the commission condone

fixing a date certain for termination of

the hold-separate agreement.2 This

means that to preserve its options, the

Commission must decide the matter by

a date certain, which trivializes the

decisionmaking process. The

Commission can expedite matters and

has done so when appropriate,3 as

consistent with a careful review of the

merits. A willingness to act

expeditiously is quite different from

acquiescing in advance to a ‘‘drop dead

date’’ that may leave the Commission

unable fully to consider issues and

conditions as they may then exist or as

they may be revealed during the public

comment period.4

[FR Doc. 95–5790 Filed 3–8–95; 8:45 am]

BILLING CODE 6750–01–M

[Dkt. C–411]

The H.D. Lee Co., Inc.; Prohibited

Trade Practices and Affirmative

Corrective Actions

AGENCY: Federal Trade Commission.

ACTION: Set aside order.

SUMMARY: This order reopens a 1965

consent order—which settled

allegations that the respondent

discriminated in the offering of

advertising or promotional payments to

its customers in connection with the

resale of its wearing apparel—and sets

aside the consent order pursuant to the

Commission’s Sunset Policy Statement,

under which the Commission presumes

that the public interest requires

terminating competition orders that are

more than 20 years old.

DATES: Consent order issued May 1,

1963.* Set aside order issued February

14, 1995.

FOR FURTHER INFORMATION CONTACT:

Roberta Baruch, FTC/S–2115,

Washington, DC 20580. (202) 326–2861.

SUPPLEMENTARY INFORMATION: In the

Matter of The H.D. Lee Co., Inc. The

prohibited trade practices and/or

corrective actions are removed as

indicated.

(Sec. 6, 38 Stat. 721; 15 U.S.C. 46. Interprets

or applies sec. 2, 49 Stat. 1526; 25 U.S.C. 13)

In the Matter of The H.D. Lee Co., Inc., a

corporation; Order Reopening Proceeding

and Setting Aside Order.

[Docket No. C–411]

Commissioners: Janet D. Steiger, Chairman

Mary L. Azcuenaga, Roscoe B. Starek, III,

Christine A. Varney.

On October 26, 1994, The Lee Apparel

Company, Inc., formerly The H.D. Lee

Co., Inc. (‘‘Lee’’) filed its Petition To

Reopen and Set Aside Consent Order

(‘‘Petition’’) in this matter. Lee requests

that the Commission set aside the 1965

consent order in this matter pursuant to

Rule 1.51 of the Commission’s Rules of

Practice, 16 C.F.R. § 2.51, and the

Statement of Policy With Respect to

Duration of Competition Orders and

Statement of Intention to Solicit Public

Comment With Respect to Duration of

Consumer Protection Orders, issued July

22, 1994, published at 59 Fed. Reg.

45,286–92 (Sept. 1, 1994) (‘‘Sunset

Policy Statement’’). In the Petition, Lee

affirmatively states that it has not

engaged in any conduct violating the

terms of the order. The Petition was

placed on the public record, and the

thirty-day comment period expired on

December 15, 1994. No comments were

received.

The Commission in its July 22, 1994,

Sunset Policy Statement said, in

relevant part, that ‘‘effective

immediately, the Commission will

presume, in the context of petitions to

reopen and modify existing orders, that

the public interest requires setting aside

orders in effect for more than twenty

years.’’ 1 The Commission’s order in

Docket No. C–411 became final on

August 9, 1965, and has been in effect

for more than twenty-nine years.

Consistent with the Commission’s July

22, 1994, Sunset Policy Statement, the

presumption is that the order should be

terminated. Nothing to overcome the

presumption having been presented, the

Commission has determined to reopen

the proceeding and set aside the order

in Docket No. C–411.

Accordingly, it is ordered that this

matter be, and it hereby is, reopened:

It is further ordered that the

Commission’s order in Docket No. C–

411 be, and it hereby is, set aside, as of

the effective date of this order.

By the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 95–5791 Filed 3–8–95; 8:45 am]

BILLING CODE 6750–01–M

[File No. 951 0012]

Service Corporation International;

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—in connection

with Service Corporation International’s

acquisition of Uniservice Corporation—

this consent agreement, accepted subject

to final Commission approval, would

require, among other things, the Texas

corporation to divest, to a Commissionapproved acquirer, the Uniservice

Corporation assets and businesses in

Medford, Oregon, within twelve months

or transfer responsibility for the

divestiture to a trustee appointed by the

Commission, and to obtain prior

Commission approval, for a period of

ten years, before acquiring any interest

in funeral establishments or cemeteries

in Jackson County, Oregon.

DATES: Comments must be received on

or before May 8, 1995.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pa Ave., N.W.,

Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

K. Shane Woods or Charles A. Harwood,

FTC/Seattle Regional Office, 915 Second

Ave., Suite 2806, Seattle, WA. 98174.

(206) 220–6350.

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