2756 Federal Register / Vol. 60, No. 7 / Wednesday, January 11, 1995 / Notices

comply with the provisions of this

Preservation Agreement:

a. Three business days after the

Commission withdraws its acceptance

of the Consent Agreement pursuant to

the provisions of § 3.25(f) of the

Commission’s rules; or

b. The day the order becomes final.

4. From the time BAT and B&W sign

this Preservation Agreement until the

date the order becomes final, BAT and

B&W shall:

a. Take such actions as are necessary

to maintain the viability and

marketability of the Reidsville Assets by

preventing the destruction, removal,

wasting, deterioration, sale, transfer,

encumbrance or impairment of any of

the Reidsville Assets except for ordinary

wear and tear, and

b. Take such actions as are necessary

to maintain the viability and

marketability of the ATC Brands Assets

by preventing the destruction, sale,

transfer, encumbrance or impairment of

any of the ATC Brands Assets.

5. BAT and B&W also waive all rights

to contest the validity of this 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

counsel for BAT or B&W, BAT or B&W

shall permit any duly authorized

representative or representatives of the

Commission:

a. Access during the office hours of

BAT or B&W, 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 BAT or B&W relating to

compliance with this agreement; and

b. Upon five (5) days’ notice to BAT

or B&W and without restraint or

interference from them, to interview

officers or employees of BAT or B&W,

who may have counsel present,

regarding any such matters.

7. This agreement shall not be binding

on the Commission until approved by

the Commission.

Analysis of Proposed Consent Order To

Aid Public Comment

The Federal Trade Commission (‘‘the

Commission’’) has accepted, subject to

final approval, an agreement containing

a proposed consent order from B.A.T

Industries p.l.c. (‘‘BAT’’) and Brown &

Williamson Tobacco Corporation

(‘‘B&W’’). The proposed consent order

has been placed on the public record for

sixty (60) days for reception of

comments by interested persons.

comments received during this period

will become part of the public record.

After sixty (60) days, the Commission

will again review the agreement and the

comments received and will decide

whether it should withdraw from the

agreement or make final the agreement’s

proposed order.

The Commission’s investigation of

this matter concerns the acquisition of

The American Tobacco Company

(‘‘ATC’’), a wholly-owned subsidiary of

American Brands, Inc. by BAT. B&W,

BAT’s wholly-owned subsidiary, and

ATC are the third and fifth largest

manufacturers of cigarettes,

respectively, in the United States. In its

administrative complaint, the

Commission alleges, among other

things, that the United States cigarette

market is highly concentrated and

would become substantially more

concentrated as a result of the

acquisition. The Commission also

alleges that it has reason to believe that

the acquisition would have

anticompetitive effects and would

violate section 7 of the Clayton Act and

section 5 of the Federal Trade

Commission Act. The agreement

containing consent order would, if

finally accepted by the Commission,

settle charges that the acquisition may

substantially lessen competition in the

manufacture and sale of cigarettes in the

United States.

The order, accepted for public

comment, contains provisions requiring

BAT and B&W to divest certain brands

of cigarettes and cigarette manufacturing

facilities. The order requires BAT and

B&W to divest, within twelve (12)

months, six discount cigarette brands,

formerly owned by ATC, including

Montclair, Riviera, Malibu, Bull

Durham, Crowns and Special Tens. The

order also requires BAT and B&W to

divest to the purchaser of the discount

brands, three former ATC full revenue

brands, Tareyton, Silva Thins and Tall,

and the former-ATC cigarette

manufacturing facility located at

Reidsville, North Carolina. Under the

terms of the divestiture, BAT and B&W

may satisfy the divestiture requirements

without divesting the full revenue

brands and/or the Reidsville facility, if

the Commission approves the

divestiture of only the discount brands

as satisfying the remedial concerns of

the order. The purpose of the divestiture

is to remedy the lessening of

competition resulting from the

acquisition as alleged in the

Commission’s complaint and, therefore,

if the Reidsville facility is divested, it is

to be used only for the production of

cigarettes in the United States

principally for sale and consumption in

the United States.

Under the terms of the order, if BAT

and B&W fail to complete the

divestiture within the required period,

the Commission may appoint a trustee

to divest the six discount cigarette

brands, the Reidsville facility and

Belair, a B&W full revenue cigarette.

Any proposed divestiture pursuant to

the order must be approved by the

Commission after the divestiture

proposal has been placed on the public

record for reception of comments from

interested persons. The Preservation

Agreement executed as part of the

agreement containing the consent order

requires BAT and B&W, until the order

becomes final, to take actions as are

necessary to maintain the viability and

marketability of the former ATC brands

of cigarettes and the Reidsville facility.

For a period of ten years from the date

the order becomes final, the order

prohibits BAT and B&W from acquiring,

without prior Commission approval,

stock or assets of, or interests in, any

company engaged in the manufacture

and sale of cigarettes in the United

States.

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.

Benjamin I. Berman,

Acting Secretary.

[FR Doc. 95–693 Filed 1–10–95; 8:45 am]

BILLING CODE 6750–01–M

GENERAL ACCOUNTING OFFICE

Notice of Transmittal of the United

States General Accounting Office

Compliance Report to the President

and the Congress Covering Reports

Issued During the Session of Congress

Ending December 1, 1994

Pursuant to the Omnibus Budget

Reconciliation Act of 1990, Section

254(b), the United States General

Accounting Office hereby reports that it

has submitted its Compliance Report

covering reports issued during the

session of Congress ending December 1,

1994 to the President of the United

States, the President of the Senate, and

the Speaker of the House of

Representatives.

Susan J. Irving,

Associate Director, Budget Issues, Accounting

and Information Management Division.

[FR Doc. 95–612 Filed 1–10–95; 8:45 am]

BILLING CODE 1610–01–M