18732 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

acquire 100 percent of the voting shares

of Comerica Bank - Illinois, Franklin

Park, Illinois.

C. Federal Reserve Bank of Kansas

City (John E. Yorke, Senior Vice

President) 925 Grand Avenue, Kansas

City, Missouri 64198:

1. First National of Nebraska, Inc.,

Omaha, Nebraska, and First National of

Colorado, Inc., Omaha, Nebraska; to

acquire Bolder Bancorporation, Boulder,

Colorado, and thereby indirectly acquire

The Bank of Boulder, Boulder,

Colorado. First National of Colorado

also has applied to merge with Bolder

Bancorporation.

D. Federal Reserve Bank of Dallas

(Genie D. Short, Vice President) 2200

North Pearl Street, Dallas, Texas 75201-

2272:

1. Texas Financial Bancorporation,

Inc., Minneapolis, Minnesota; to acquire

83.54 percent of the voting shares of

Community Bank of Arizona,

Wickenburg, Arizona.

2. Texas Financial Bancorporation,

Inc, Minneapolis, Minnesota; First

Bancorp, Inc., Denton, Texas; and First

Delaware Bancorp, Inc., Dover,

Delaware; have applied to acquire 100

percent of the voting shares of Riverside

National Bank, Grand Prairie, Texas.

E. Federal Reserve Bank of San

Francisco (Kenneth R. Binning,

Director, Bank Holding Company) 101

Market Street, San Francisco, California

94105:

1. Columbia Bancorp, The Dalles,

Oregon; to acquire up to 100 percent of

the voting shares of Klickitat Valley

Bank, Goldendale, Washington.

Applicant also has an option to acquire

up to 9.9 percent of Klickitat Valley

Bank.

2. First Hawaiian, Inc., Honolulu,

Hawaii; to acquire 100 percent of the

voting shares of ANB Financial

Corporation, Kennewick, Washington;

and thereby indirectly acquire American

National Bank, Kennewick, Washington.

Board of Governors of the Federal Reserve

System, April 23, 1996.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 96–10435 Filed 4–26–96; 8:45 am]

BILLING CODE 6210–01–F

FEDERAL TRADE COMMISSION

[File No. 961–0026]

Lockheed Martin 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 or deceptive acts or practices and

unfair methods of competition, this

consent agreement, accepted subject to

final Commission approval, would

require Lockheed Martin, a Bethesda,

Maryland-based defense and space

contractor, to divest its systems

engineering and technical services

contract with the Federal Aviation

Administration; would prohibit

Lockheed Martin from providing certain

technical services or information to the

space business subsidiary of Loral Space

& Communications Ltd.; would restrict

participation and compensation of

persons who serve as directors or

officers of both Lockheed Martin and

Loral Space; would limit Lockheed

Martin’s ownership of Loral Space; and

would require ‘‘firewalls’’ to limit

information flow about competitors

tactical fighter aircraft and unmanned

aerial vehicles. The Consent Agreement

settles allegations that Lockheed

Martin’s proposed $9.1 billion

acquisition of Loral Corporation would

violate the antitrust laws.

DATES: Comments must be received on

or before June 28, 1996.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th St. and Pennsylvania

Ave., N.W., Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

William J. Baer, Federal Trade

Commission, H–374, 6th and

Pennsylvania Ave, NW, Washington, DC

20580. (202) 326–2932. Steven K.

Bernstein, Federal Trade Commission,

S–2308, 6th and Pennsylvania Ave, NW,

Washington, DC 20580. (202) 326–2423.

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)).

In the Matter of: Lockheed Martin

Corporation, a corporation. File No. 961–

0026.

Agreement Containing Consent Order

The Federal Trade Commission

(‘‘Commission’’), having initiated an

investigation of the proposed

acquisition by Lockheed Martin

Corporation (‘‘Lockheed Martin’’) of

Loral Corporation (‘‘Loral’’), and it now

appearing that Lockheed Martin,

hereinafter sometimes referred to as

‘‘Proposed Respondent,’’ is willing to

enter into an agreement containing an

order to divest assets, to refrain from

certain acts and to provide for certain

other relief:

It is hereby agreed by and between

Proposed Respondent Lockheed Martin,

by its duly authorized officers and

attorneys, and counsel for the

Commission that:

1. Proposed Respondent Lockheed

Martin is a corporation organized,

existing and doing business under and

by virtue of the laws of the state of

Maryland with its office and principal

place of business located at 6801

Rockledge Drive, Bethesda, Maryland

20817.

2. Proposed Respondent admits all the

jurisdictional facts set forth in the draft

of complaint here attached.

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. Proposed Respondent shall submit

within thirty (30) days of the date this

agreement is signed by Proposed

Respondent, an initial report, pursuant

to Section 2.33 of the Commission’s

Rules, signed by Proposed Respondent

setting forth in detail the manner in

which the Proposed Respondent will

comply with Paragraphs II. through XVI.

of the order when and if entered. Such

report will not become part of the public

record unless and until the

accompanying agreement and order are

accepted by the Commission for public

comment.

5. 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
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18733

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.

6. 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 here attached,

or that the facts as alleged in the draft

complaint, other than jurisdictional

facts, are true.

7. 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 Section 2.34 of the

Commission’s Rules, the Commission

may, without further notice to Proposed

Respondent, (1) issue its complaint

corresponding in form and substance

with the draft of complaint here

attached and its decision containing the

following order to divest and refrain

from certain acts in disposition of the

proceeding, and (2) make information

public with respect thereto. When so

entered, the order 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 stated in the

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.

8. 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 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 ‘‘Lockheed

Martin’’ means Lockheed Martin

Corporation, its directors, officers,

employees, agents, representatives,

predecessors, successors and assigns; its

subsidiaries, divisions, groups,

affiliates, partnerships and joint

ventures controlled by Lockheed Martin

Corporation, and the respective

directors, officers, employees, agents,

representatives, successors and assigns

of each. Lockheed Martin includes Loral

Corporation, which prior to the

Acquisition had its principal office and

place of business located at 600 Third

Avenue, New York, New York 10016;

except that Lockheed Martin does not

include any of the foregoing that will be

part of Loral Space after the Acquisition.

B. ‘‘Loral’’ means Loral Corporation, a

New York corporation, with its

principal office and place of business

located at 600 Third Avenue, New York,

New York 10016, its directors, officers,

employees, agents, representatives,

predecessors, successors and assigns; its

subsidiaries, divisions, groups,

affiliates, partnerships and joint

ventures controlled by Loral

Corporation, and the respective

directors, officers, employees, agents,

representatives, successors and assigns

of each; except that Loral does not

include any of the foregoing that will be

part of Loral Space after the Acquisition.

C. ‘‘Commission’’ means the Federal

Trade Commission.

D. ‘‘SETA Services’’ means systems

engineering, technical assistance

services and support services relating to

Air Traffic Control Systems provided by

Lockheed Martin to the Federal

Aviation Administration, pursuant to

Paragraphs C.2.2.1.3., C.2.2.1.5.,

C.2.2.1.12. and C.2.2.4. of Task Area 2

and Paragraphs C.9.1.3., C.9.2.2.,

C.9.2.3., C.9.2.4., C.9.2.6., C.9.2.7.,

C.9.2.8. and C.9.2.10. of Task Area 9 of

the National Implementation and

Support Contract, DTFA01–93–C–

00031, that involve the development of

technical and other specifications for

procurements and programs; the

assessment of bid and other proposals;

the evaluation, testing or monitoring of

any service, equipment or product

provided by any company; the

modification or change of any

performance requirements of any

contractor; or the development of

financial, cost or budgetary plans,

procedures or policies.

E. ‘‘SETA Services Operations’’ means

all assets, properties, business and

goodwill, tangible and intangible, held

by Respondent and used in the

provision of SETA Services including,

without limitation, the following:

1. all rights, obligations and interests

in Paragraphs C.2.2.1.3., C.2.2.1.5.,

C.2.2.1.12., C.2.2.4., C.9.1.3., C.9.2.2.,

C.9.2.3., C.9.2.4., C.9.2.6., C.9.2.7.,

C.9.2.8. and C.9.2.10. of contract

DTFA01–93–C–00031 relating to the

provision of SETA Services;

2. all customer lists, vendor lists,

catalogs, sales promotion literature,

advertising materials, research

materials, financial information,

technical information, management

information and systems, software,

software licenses, inventions,

copyrights, trademarks, trade secrets,

intellectual property, patents,

technology, know-how, specifications,

designs, drawings, processes and quality

control data;

3. all rights, titles and interests in and

to owned or leased real property,

together with appurtenances, licenses

and permits;

4. all rights, titles and interests in and

to the contracts entered into in the

ordinary course of business, including,

but not limited to, contracts with

customers (together with associated bid

and performance bonds), suppliers,

subcontractors, sales representatives,

distributors, agents, personal property

lessors, personal property lessees,

licensors, licensees, consignors and

consignees;

5. all rights under warranties and

guarantees, express or implied;

6. all books, records and files;

7. all data developed, prepared,

received, stored or maintained; and

8. all items of prepaid expense.

F. ‘‘Non-Public Air Traffic Control

Information’’ means any information not

in the public domain disclosed by the

Federal Aviation Administration or any

company to Respondent in its capacity

as a provider of SETA Services.

G. ‘‘Standard Terminal Automation

Replacement System’’ means any

current or future equipment and

services designed, developed, proposed

or provided by Loral Air Traffic Control

to upgrade the traffic control equipment

and systems in the Federal Aviation

Administration’s U.S. air traffic control

terminals.

H. ‘‘Traffic Flow Management

System’’ means any current or future

equipment and services designed,

developed, proposed or provided by

Loral Air Traffic Control to predict

arrival and departure traffic flows at

U.S. airports for the Federal Aviation

Administration.
18734 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

I. ‘‘Operational and Supportability

Implementation Service’’ means any

current or future equipment and

services designed, developed, proposed

or provided by Loral Air Traffic Control

to upgrade Federal Aviation

Administration flight server stations.

J. ‘‘Air Traffic Control Systems’’

means any current or future air traffic

control equipment, system or service

designed, developed, proposed or

provided by Loral Air Traffic Control,

including, but not limited to, the

Standard Terminal Automation

Replacement System, the Traffic Flow

Management System and the

Operational and Supportability

Implementation Service, for the Federal

Aviation Administration.

K. ‘‘Military Aircraft’’ means fixedwing aircraft manufactured for sale to

the United States or foreign

governments.

L. ‘‘NITE Hawk Systems’’ means any

airborne forward-looking infrared

targeting system researched, developed,

designed, manufactured or sold by Loral

for use on the F/A–18 series of Military

Aircraft.

M. ‘‘Simulation and Training

Systems’’ means the operational and

weapons systems trainers designed,

developed, manufactured or sold by

Loral that simulate Military Aircraft.

N. ‘‘Electronic Countermeasures’’

means systems designed, developed,

manufactured or sold by Loral,

including, but not limited to, the ALR–

56A and ALR–56C, that detect, jam and

deceive hostile radars and radar and

infrared guided weapons for use on

Military Aircraft.

O. ‘‘Mission Computers’’ means any

computer designed, developed,

manufactured or sold by Loral,

including, but not limited to, the AP1,

AAAP1R and CP1075A/B/C, that

control, monitor or manage the

operations and electronics of any

Military Aircraft.

P. ‘‘Unmanned Aerial Vehicle’’ means

any unmanned aircraft used for tactical

or strategic reconnaissance missions

manufactured for sale to the United

States or foreign governments.

Q. ‘‘Integrated Communications

Systems’’ means systems designed,

developed, manufactured or sold by

Loral, including, but not limited to, the

367–6000–59–R–012 and the 367–6000–

59–R–013, that are capable of both

wideband satellite and line-of- sight

data link communications and

command and control data links for use

on Unmanned Aerial Vehicles.

R. ‘‘Loral Air Traffic Control’’ means

Loral Air Traffic Control, an entity with

its principal place of business at 9211

Corporate Blvd., Rockville, Maryland

20850, or any other entity within or

controlled by Lockheed Martin that is

engaged in, among other things, the

research, development, manufacture or

sale of Air Traffic Control Systems, and

its directors, officers, employees, agents,

representatives, predecessors,

successors and assigns; its subsidiaries,

divisions, groups, affiliates,

partnerships and joint ventures

controlled by Loral Air Traffic Control

(or such similar entity), and the

respective directors, officers, employees,

agents, representatives, successors and

assigns of each; except that Loral Air

Traffic Control does not include any of

the foregoing that will be part of Loral

Space after the Acquisition.

S. ‘‘Lockheed Martin Military Aircraft

Business’’ means any entity within or

controlled by Lockheed Martin that is

engaged in, among other things, the

research, development, manufacture or

sale of Military Aircraft or Unmanned

Aerial Vehicles, and its directors,

officers, employees, agents,

representatives, predecessors,

successors and assigns; its subsidiaries,

divisions, groups, affiliates,

partnerships and joint ventures

controlled by a Lockheed Martin

Military Aircraft Business and the

respective directors, officers, employees,

agents, representatives, successors and

assigns of each.

T. ‘‘Management and Data Systems’’

means Lockheed Martin Management

and Data Systems Division, an entity

with its principal place of business at

7000 Geerdes Blvd., King of Prussia,

Pennsylvania 19406, or any other entity

within or controlled by Lockheed

Martin that is engaged in, among other

things, the provision of SETA Services,

and its directors, officers, employees,

agents, representatives, predecessors,

successors and assigns; its subsidiaries,

divisions, groups, affiliates,

partnerships and joint ventures

controlled by Lockheed Martin

Management and Data Systems Division

(or such similar entity), and the

respective directors, officers, employees,

agents, representatives, successors and

assigns of each.

U. ‘‘Non-Public Military Aircraft

Information (NITE Hawk)’’ means (1)

any information not in the public

domain disclosed by any Military

Aircraft manufacturer, other than

Lockheed Martin, to Respondent or

Loral in its capacity as a provider of

NITE Hawk Systems and (a) if written

information, designated in writing by

the Military Aircraft manufacturer as

proprietary information by an

appropriate legend, marking, stamp or

positive written identification on the

face thereof, or (b) if oral, visual or other

information, identified as proprietary

information in writing by the Military

Aircraft manufacturer prior to the

disclosure or within thirty (30) days

after such disclosure; or (2) any

information not in the public domain

disclosed by any Military Aircraft

manufacturer prior to the Acquisition to

Loral in its capacity as a provider of

NITE Hawk Systems. Non-Public

Military Aircraft Information (NITE

Hawk) shall not include: (1) information

known or disclosed to Respondent,

excluding Loral, at the time Respondent

signed the Agreement Containing

Consent Order in this matter, (2)

information that subsequently falls

within the public domain through no

violation of this order by Respondent,

(3) information that subsequently

becomes known to Respondent from a

third party not in breach of a

confidential disclosure agreement

(information obtained from Loral or

otherwise obtained as a result of the

Acquisition shall not be considered

information known to Respondent from

a third party), or (4) information after

six (6) years from the date of disclosure

of such Non-Public Military Aircraft

Information (NITE Hawk) to

Respondent, or such other period as

agreed to in writing by Respondent and

the provider of the information.

V. ‘‘Non-Public Military Aircraft

Information (Simulation and Training)’’

means (1) any information not in the

public domain disclosed by any Military

Aircraft manufacturer, other than

Lockheed Martin, to Respondent or

Loral in its capacity as a provider of

Simulation and Training Systems and

(a) if written information, designated in

writing by the Military Aircraft

manufacturer as proprietary information

by an appropriate legend, marking,

stamp or positive written identification

on the face thereof, or (b) if oral, visual

or other information, identified as

proprietary information in writing by

the Military Aircraft manufacturer prior

to the disclosure or within thirty (30)

days after such disclosure; or (2) any

information not in the public domain

disclosed by any Military Aircraft

manufacturer prior to the Acquisition to

Loral in its capacity as a provider of

Simulation and Training Systems. NonPublic Military Aircraft Information

(Simulation and Training) shall not

include: (1) information known or

disclosed to Respondent, excluding

Loral, at the time Respondent signed the

Agreement Containing Consent Order in

this matter, (2) information that

subsequently falls within the public

domain through no violation of this

order by Respondent, (3) information
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18735

that subsequently becomes known to

Respondent from a third party not in

breach of a confidential disclosure

agreement (information obtained from

Loral or otherwise obtained as a result

of the Acquisition shall not be

considered information known to

Respondent from a third party), or (4)

information after six (6) years from the

date of disclosure of such Non-Public

Military Aircraft Information

(Simulation and Training) to

Respondent, or such other period as

agreed to in writing by Respondent and

the provider of the information.

W. ‘‘Non-Public Military Aircraft

Information (Electronic

Countermeasures)’’ means (1) any

information not in the public domain

disclosed by any Military Aircraft

manufacturer, other than Lockheed

Martin, to Respondent or Loral in its

capacity as a provider of Electronic

Countermeasures and (a) if written

information, designated in writing by

the Military Aircraft manufacturer as

proprietary information by an

appropriate legend, marking, stamp or

positive written identification on the

face thereof, or (b) if oral, visual or other

information, identified as proprietary

information in writing by the Military

Aircraft manufacturer prior to the

disclosure or within thirty (30) days

after such disclosure; or (2) any

information not in the public domain

disclosed by any Military Aircraft

manufacturer prior to the Acquisition to

Loral in its capacity as a provider of

Electronic Countermeasures. Non-Public

Military Aircraft Information (Electronic

Countermeasures) shall not include: (1)

information known or disclosed to

Respondent, excluding Loral, at the time

Respondent signed the Agreement

Containing Consent Order in this

matter, (2) information that

subsequently falls within the public

domain through no violation of this

order by Respondent, (3) information

that subsequently becomes known to

Respondent from a third party not in

breach of a confidential disclosure

agreement (information obtained from

Loral or otherwise obtained as a result

of the Acquisition shall not be

considered information known to

Respondent from a third party), or (4)

information after six (6) years from the

date of disclosure of such Non-Public

Military Aircraft Information (Electronic

Countermeasures) to Respondent, or

such other period as agreed to in writing

by Respondent and the provider of the

information.

X. ‘‘Non-Public Military Aircraft

Information (Mission Computers)’’

means (1) any information not in the

public domain disclosed by any Military

Aircraft manufacturer, other than

Lockheed Martin, to Respondent or

Loral in its capacity as a provider of

Mission Computers, and (a) if written

information, designated in writing by

the Military Aircraft manufacturer as

proprietary information by an

appropriate legend, marking, stamp or

positive written identification on the

face thereof, or (b) if oral, visual or other

information, identified as proprietary

information in writing by the Military

Aircraft manufacturer prior to the

disclosure or within thirty (30) days

after such disclosure; or (2) any

information not in the public domain

disclosed by any Military Aircraft

manufacturer prior to the Acquisition to

Loral in its capacity as a provider of

Mission Computers. Non-Public

Military Aircraft Information (Mission

Computers) shall not include: (1)

information known or disclosed to

Respondent, excluding Loral, at the time

Respondent signed the Agreement

Containing Consent Order in this

matter, (2) information that

subsequently falls within the public

domain through no violation of this

order by Respondent, (3) information

that subsequently becomes known to

Respondent from a third party not in

breach of a confidential disclosure

agreement (information obtained from

Loral or otherwise obtained as a result

of the Acquisition shall not be

considered information known to

Respondent from a third party), or (4)

information after six (6) years from the

date of disclosure of such Non-Public

Military Aircraft Information (Mission

Computers) to Respondent, or such

other period as agreed to in writing by

Respondent and the provider of the

information.

Y. ‘‘Non-Public Unmanned Aerial

Vehicle Information’’ means (1) any

information not in the public domain

disclosed by any Unmanned Aerial

Vehicle manufacturer, other than

Lockheed Martin, to Respondent or

Loral in its capacity as a provider of

Integrated Communications Systems,

and (a) if written information,

designated in writing by the Unmanned

Aerial Vehicle manufacturer as

proprietary information by an

appropriate legend, marking, stamp or

positive written identification on the

face thereof, or (b) if oral, visual or other

information, identified as proprietary

information in writing by the

Unmanned Aerial Vehicle manufacturer

prior to the disclosure or within thirty

(30) days after such disclosure; or (2)

any information not in the public

domain disclosed by any Unmanned

Aerial Vehicle manufacturer prior to the

Acquisition to Loral in its capacity as a

provider of Integrated Communications

Systems. Non-Public Unmanned Aerial

Vehicle Information shall not include:

(1) information known or disclosed to

Respondent, excluding Loral, at the time

Respondent signed the Agreement

Containing Consent Order in this

matter, (2) information that

subsequently falls within the public

domain through no violation of this

order by Respondent, (3) information

that subsequently becomes known to

Respondent from a third party not in

breach of a confidential disclosure

agreement (information obtained from

Loral or otherwise obtained as a result

of the Acquisition shall not be

considered information known to

Respondent from a third party), or (4)

information after six (6) years from the

date of disclosure of such Non-Public

Unmanned Aerial Vehicle Information

to Respondent, or such other period as

agreed to in writing by Respondent and

the provider of the information.

Z. ‘‘Satellite’’ means an unmanned

machine that is launched from the

Earth’s surface for the purpose of

transmitting data back to Earth and

which is designed either to orbit the

Earth or travel away from the Earth.

AA. ‘‘Restructuring Agreement’’

means the Restructuring, Financing and

Distribution Agreement, dated as of

January 7, 1996, by and among Loral

Corporation, Loral Aerospace Holdings,

Inc., Loral Aerospace Corp., Loral

General Partner, Inc., Loral Globalstar,

L.P., Loral Globalstar Limited, Loral

Telecommunications Acquisition, Inc.

(to be renamed Loral Space &

Communications Ltd.) and Lockheed

Martin Corporation.

BB. ‘‘Loral Space’’ means Loral Space

& Communications Ltd., a company

organized under the laws of the Islands

of Bermuda, with its principal office

and place of business located at 600

Third Avenue, New York, New York

10016, as described by the Restructuring

Agreement; its directors, officers,

employees, agents, representatives,

predecessors, successors and assigns; its

subsidiaries, divisions, groups,

affiliates, partnerships and joint

ventures controlled or managed by Loral

Space & Communications Ltd.,

including, but not limited to, Globalstar,

L.P., Space Systems/Loral, Inc. and K&F

Industries, Inc., and the respective

directors, officers, employees, agents,

representatives, successors and assigns

of each; except that Loral Space does

not include any of the foregoing that

will be part of Loral or Lockheed Martin

after the Acquisition.

CC. ‘‘Space Systems/Loral’’ means

Space Systems/Loral, Inc., an entity
18736 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

with its principal place of business at

3825 Fabian Way, Palo Alto, California

94303, or any other entity within or

controlled by Loral Space that is

engaged in, among other things, the

research, development, manufacture or

sale of Satellites, and its directors,

officers, employees, agents,

representatives, predecessors,

successors and assigns; its subsidiaries,

divisions, groups, affiliates,

partnerships and joint ventures

controlled by Space Systems/Loral, Inc.

(or such similar entity), and the

respective directors, officers, employees,

agents, representatives, successors and

assigns of each; except that Space

Systems/Loral does not include any of

the foregoing that will be part of Loral

or Lockheed Martin after the

Acquisition and does not include any

entity or line of business, outside of

Space Systems/Loral, Inc., within or

controlled by Loral Space that is not

engaged in the research, development,

manufacture or sale of Satellites.

DD. ‘‘Defensive Missiles Systems’’ are

the research, development, manufacture

or sale of defensive missiles systems

and components, including, among

other things, the Theater High Altitude

Area Defense System, Corps SAM/

MEADS, the Advanced Intercept

Technology, National Missile Defense,

Naval Upper Tier, the Airborne Laser,

target programs and other related

activities.

EE. ‘‘Fleet Ballistic Missiles’’ are the

research, development, manufacture,

sale or life cycle support including

disposal of strategic offensive missiles

and associated support equipment,

including, among other things, the

Trident missile.

FF. ‘‘Missile System Products Center’’

is the research, development,

manufacture or sale of missile systems,

missile components, missile technology,

propulsion systems, seekers, electronics,

avionics, composites, bombs, rockets

and mortars, including, among other

things, the Composites Initiative, the

Propulsion Initiative, BLU–109 and

Precision Guided Mortar Munition.

GG. ‘‘Space & Strategic Missiles’’

means Lockheed Martin Space &

Strategic Missiles Sector, an entity with

its principal place of business at 6801

Rockledge Drive, Bethesda, Maryland

20817, or any other entity within or

controlled by Lockheed Martin that is

engaged in, among other things, the

research, development, manufacture or

sale of Satellites; and its directors,

officers, employees, agents,

representatives, predecessors,

successors and assigns; its subsidiaries,

divisions, groups, affiliates,

partnerships and joint ventures

controlled by Lockheed Martin Space &

Strategic Missiles Sector (or such

similar entity), and the respective

directors, officers, employees, agents,

representatives, successors and assigns

of each; except that Space & Strategic

Missiles does not include Defensive

Missile Systems, Fleet Ballistic Missiles,

and Missile System Products Center,

and any other entity or line of business,

outside of Lockheed Martin Space &

Strategic Missiles Sector, within or

controlled by Lockheed Martin that is

not engaged in the research,

development, manufacture or sale of

Satellites.

HH. ‘‘Common LM/Loral Space

Director’’ means any person who is

simultaneously a member of the Board

of Directors of Lockheed Martin or an

officer of Lockheed Martin and a

member of the Board of Directors of

Loral Space or an officer of Loral Space.

II. ‘‘Non-Public Space Information of

Lockheed Martin’’ means any

information not in the public domain

relating to Space & Strategic Missiles.

JJ. ‘‘Non-Public Space Information of

Loral Space’’ means any information not

in the public domain relating to Space

Systems/Loral.

KK. ‘‘Lockheed Martin/Loral Space

Technical Services Agreement’’ means

the technical services agreement

between Lockheed Martin and Loral

Space, as described by Article VI,

Section 6.7, Paragraph (d), of the

Restructuring Agreement.

LL. ‘‘Merger Agreement’’ means the

Agreement and Plan of Merger, dated as

of January 7, 1996, by and among Loral

Corporation, Lockheed Martin

Corporation and LAC Acquisition

Corporation.

MM. ‘‘Stockholders Agreement’’

means the Stockholders Agreement

referred to in the Restructuring

Agreement.

NN. ‘‘Non-Voting Equity Securities’’

means any share of stock that does not

entitle the shareholder to vote for any

member of the Board of Directors.

OO. ‘‘Voting Equity Securities’’ means

any share of stock that entitles the

shareholder to vote for any member of

the Board of Directors.

PP. ‘‘Acquisition’’ means the

transaction described by the Merger

Agreement and the Restructuring

Agreement, including, but not limited

to: (1) The acquisition by Respondent of

all of the outstanding voting common

stock of Loral; (2) the transfer of the

space and telecommunications

businesses of Loral and its subsidiaries

to Loral Space; (3) the acquisition by

Respondent of a 20% convertible

preferred stock interest in Loral Space,

which in turn owns a 33% interest in

Space Systems/Loral; (4) the Lockheed

Martin/Loral Space Technical Services

Agreement; and (5) the appointment of

Mr. Bernard Schwartz, Chairman of the

Board of Directors and Chief Executive

Officer of Loral Space, to the position of

Vice Chairman of the Board of Directors

of Lockheed Martin.

II

It is further ordered that:

A. Respondent shall divest, absolutely

and in good faith, within six (6) months

of the date Respondent signed the

Agreement Containing Consent Order in

this matter, the SETA Services

Operations, and shall not charge any

costs associated with the divestiture to

the Federal Aviation Administration.

B. Respondent shall divest the SETA

Services Operations 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 is to ensure

the continued provision of SETA

Services in the same manner as

provided by Respondent at the time of

the proposed divestiture and to remedy

the lessening of competition alleged in

the Commission’s complaint.

C. Pending divestiture of the SETA

Services Operations, Respondent shall

take such actions as are necessary to

ensure the continued provision of SETA

Services, to maintain the viability and

marketability of the assets used to

provide SETA Services, to prevent the

destruction, removal, wasting,

deterioration or impairment of the assets

used to provide SETA Services, and to

prevent the disclosure of Non-Public Air

Traffic Control Information to Loral Air

Traffic Control.

D. Upon reasonable notice from any

acquirer or the Federal Aviation

Administration to Respondent,

Respondent shall provide such

technical assistance to the acquirer as is

reasonably necessary to enable the

acquirer to provide SETA Services in

substantially the same manner and

quality as provided by Respondent prior

to divestiture. Such assistance shall

include reasonable consultation with

knowledgeable employees and training

at the acquirer’s facility for a period of

time sufficient to satisfy the acquirer’s

management that its personnel are

appropriately trained in the skills

necessary to perform the SETA Services

Operations. Respondent shall convey all

know-how necessary to perform the

SETA Services Operations in

substantially the same manner and

quality provided by Respondent prior to

divestiture, provided, however, that the

Respondent may retain the right to use
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18737

the know-how. However, Respondent

shall not be required to continue

providing such assistance for more than

one (1) year from the date of the

divestiture. Respondent shall charge the

acquirer at a rate no more than its own

costs for providing such technical

assistance.

E. At the time of the execution of the

purchase agreement between

Respondent and a proposed acquirer of

the SETA Services Operations

(‘‘Purchase Agreement’’), Respondent

shall provide the acquirer(s) with a

complete list of all full-time, nonclerical, salaried employees of

Respondent who were engaged in the

provision of SETA Services on the date

of the Acquisition, as well as all current

full-time, non-clerical, salaried

employees of Respondent engaged in

the provision of SETA Services on the

date of the purchase agreement. Such

list(s) shall state each such individual’s

name, position, address, business

telephone number, or if no business

telephone number exists, a home

telephone number, if available and with

the consent of the employee, and a

description of the duties and work

performed by the individual in

connection with the SETA Services

Operations.

F. Following the execution of the

Purchase Agreement(s) and subject to

the consent of the employees,

Respondent shall provide the proposed

acquirer(s) with an opportunity to

inspect the personnel files and other

documentation relating to the

individuals identified in Paragraph II.E.

of this order to the extent permissible

under applicable laws. For a period of

six (6) months following the divestiture,

Respondent shall further provide the

acquirer(s) with an opportunity to

interview such individuals and

negotiate employment contracts with

them.

G. Respondent shall provide all

employees identified in Paragraph II.E.

of this order with reasonable financial

incentives, if necessary, to continue in

their employment positions pending

divestiture of the SETA Services

Operations, and to accept employment

with the acquirer(s) at the time of the

divestiture. Such incentives shall

include continuation of all employee

benefits offered by Respondent until the

date of the divestiture, and vesting of all

pension benefits (as permitted by law).

In addition, respondent shall not

enforce any confidentiality restrictions

relating to the SETA Services or SETA

Services Operations that apply to any

employee identified in Paragraph II.E.

who accepts employment with any

proposed acquirer. Respondent also

shall not enforce any non-compete

restrictions that apply to any employee

identified in Paragraph II.E. who accepts

employment with any proposed

acquirer.

H. For a period of one (1) year

commencing on the date of the

individual’s employment by any

acquirer, Respondent shall not re-hire

any of the individuals identified in

Paragraph II.E. of this order who accept

employment with any acquirer, unless

such individual has been separated from

employment by the acquirer against that

individual’s wishes.

I. Prior to divestiture, Respondent

shall not transfer, without the consent of

the Federal Aviation Administration,

any of the individuals identified in

Paragraph II.E. of this order whose

employment responsibilities involve

access to Non-Public Air Traffic Control

Information from Management and Data

Systems to any other position involving

business with the Federal Aviation

Administration.

III

It is further ordered that:

A. Respondent shall not provide,

disclose or otherwise make available to

Loral Air Traffic Control any Non-Public

Air Traffic Control Information.

B. Respondent shall use any NonPublic Air Traffic Control Information

obtained by Management and Data

Systems only in Respondent’s capacity

as provider of technical assistance to an

acquirer, pursuant to Paragraph II.D. of

this order.

IV

It is further ordered that:

A. If Respondent has not divested,

absolutely and in good faith and with

the Commission’s prior approval, the

SETA Services Operations within six (6)

months of the date Respondent signed

the Agreement Containing Consent

Order in this matter, the Commission

may appoint a trustee to divest the

SETA Services Operations. 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,

Respondent 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 IV. shall preclude the

Commission or the Attorney General

from seeking civil penalties or any other

relief available to it, including a courtappointed trustee, pursuant to § 5(l) of

the Federal Trade Commission Act, or

any other statute enforced by the

Commission, for any failure by

Respondent to comply with this order.

B. If a trustee is appointed by the

Commission or a court pursuant to

Paragraph IV.A. 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 and

divestitures. 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 divest

the SETA Services Operations.

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 divestiture required by this order.

4. The trustee shall have twelve (12)

months from the date the Commission

approves the trust agreement described

in Paragraph IV.B.3. to accomplish the

divestiture, which shall be subject to the

prior approval of the Commission. If,

however, at the end of the twelve (12)

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

SETA Services Operations, or 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 divestiture. Any

delays in divestiture caused by

Respondent shall extend the time for

divestiture under this Paragraph in an
18738 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

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 an 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 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 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 SETA

Services Operations.

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 IV.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 may also divest such

additional ancillary assets and

businesses and effect such arrangements

as are necessary to assure the

marketability, viability and

competitiveness of the SETA Services

Operations.

12. The trustee shall have no

obligation or authority to operate or

maintain the SETA Services Operations.

13. The trustee shall report in writing

to Respondent and the Commission

every sixty (60) days concerning the

trustee’s efforts to accomplish

divestiture.

V

It is further ordered that within fortyfive (45) days after the date this order

becomes final and every forty-five (45)

days thereafter until Respondent has

fully complied with Paragraphs II.

through IV. 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.

through IV. 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. through IV. including a

description of all substantive contacts or

negotiations for the divestiture required

by this order, including 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 the

divestiture.

VI

It is further ordered that:

A. Respondent shall not, absent the

prior written consent of the proprietor

of Non-Public Military Aircraft

Information (NITE Hawk), provide,

disclose or otherwise make available to

any Lockheed Martin Military Aircraft

Business any Non-Public Military

Aircraft Information (NITE Hawk).

B. Respondent shall use any NonPublic Military Aircraft Information

(NITE Hawk) only in Respondent’s

capacity as a provider of NITE Hawk

systems, absent the prior written

consent of the proprietor of Non-Public

Military Aircraft Information (NITE

Hawk).

VII

It is further ordered that:

A. Respondent shall not, absent the

prior written consent of the proprietor

of Non-Public Military Aircraft

Information (Simulation and Training),

provide, disclose or otherwise make

available to any Lockheed Martin

Military Aircraft Business any NonPublic Military Aircraft Information

(Simulation and Training).

B. Respondent shall use any NonPublic Military Aircraft Information

(Simulation and Training) only in

Respondent’s capacity as a provider of

Simulation and Training Systems,

absent the prior written consent of the

proprietor of Non-Public Military

Aircraft Information (Simulation and

Training).

VIII

It is further ordered that:

A. Respondent shall not, absent the

prior written consent of the proprietor

of Non-Public Military Aircraft

Information (Electronic

Countermeasures), provide, disclose or

otherwise make available to any

Lockheed Martin Military Aircraft

Business any Non-Public Military

Aircraft Information (Electronic

Countermeasures).

B. Respondent shall use any NonPublic Military Aircraft Information

(Electronic Countermeasures) only in

Respondent’s capacity as a provider of

Electronic Countermeasures, absent the

prior written consent of the proprietor

of Non-Public Military Aircraft

Information (Electronic

Countermeasures).

IX

It is further ordered that:

A. Respondent shall not, absent the

prior written consent of the proprietor

of Non-Public Military Aircraft

Information (Mission Computers),

provide, disclose or otherwise make

available to any Lockheed Martin

Military Aircraft Business any NonPublic Military Aircraft Information

(Mission Computers).

B. Respondent shall use any NonPublic Military Aircraft Information

(Mission Computers) only in

Respondent’s capacity as a provider of

Mission Computers, absent the prior

written consent of the proprietor of

Non-Public Military Aircraft

Information (Mission Computers).

X

It is further ordered that Respondent

shall deliver a copy of this order to any
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18739

United States Military Aircraft

manufacturer prior to obtaining any

information outside the public domain

relating to that manufacturer’s Military

Aircraft, either from the Military

Aircraft manufacturer or through the

Acquisition.

XI

It is further ordered that:

A. Respondent shall not, absent the

prior written consent of the proprietor

of Non-Public Unmanned Aerial Vehicle

Information, provide, disclose or

otherwise make available to any

Lockheed Martin Military Aircraft

Business any Non-Public Unmanned

Aerial Vehicle Information.

B. Respondent shall use any NonPublic Unmanned Aerial Vehicle

Information only in Respondent’s

capacity as a provider of Integrated

Communications Systems, absent the

prior written consent of the proprietor

of Non-Public Unmanned Aerial Vehicle

Information.

XII

It is further ordered that Respondent

shall deliver a copy of this order to any

United States Unmanned Aerial Vehicle

manufacturer prior to obtaining any

information outside the public domain

relating to that manufacturer’s

Unmanned Aerial Vehicle, either from

the Unmanned Aerial Vehicle

manufacturer or through the

Acquisition.

XIII

It is further ordered that:

A. Respondent shall not discuss,

provide, disclose or otherwise make

available, directly or indirectly, to any

Common LM/Loral Space Director any

Non-Public Space Information of

Lockheed Martin.

B. Respondent shall require any

Common LM/Loral Space Director to

refrain from discussing, providing,

disclosing or otherwise making

available, directly or indirectly, any

Non-Public Space Information of Loral

Space to any member of the Board of

Directors of Lockheed Martin, any

officer of Lockheed Martin or any

employee of Lockheed Martin.

C. Respondent shall conduct all

matters relating to Space & Strategic

Missiles without the vote, concurrence

or other participation of any kind

whatsoever of any Common LM/Loral

Space Director.

D. Any Common LM/Loral Space

Director shall not be counted for

purposes of establishing a quorum in

connection with any matter relating to

Space & Strategic Missiles.

E. Respondent shall not provide any

Common LM/Loral Space Director with

any type of compensation that is based

in whole or in part on the profitability

or performance of Space & Strategic

Missiles; provided, however, that any

Common LM/Loral Space Director may

receive as compensation for his or her

serving on the Lockheed Martin Board

of Directors such stock options or other

stock-based compensation as is

provided generally to other members of

the Lockheed Martin Board of Directors

in accordance with Respondent’s

ordinary practice.

XIV

It is further ordered that:

A. Respondent shall not provide or

otherwise make available, directly or

indirectly, any personnel, information,

facilities, technical services or support

from Space & Strategic Missiles to Space

Systems/Loral pursuant to any

provision contained in the Lockheed

Martin/Loral Space Technical Services

Agreement.

B. Respondent shall not disclose or

otherwise make available to Space &

Strategic Missiles any information

received in connection with the

Lockheed Martin/Loral Space Technical

Services Agreement.

C. Respondent shall not disclose to

any Space & Strategic Missile employee

any information or technical services

provided to Space Systems/Loral by

Lockheed Martin pursuant to the

Lockheed Martin/Loral Space Technical

Services Agreement.

XV

It is further ordered that if

Respondent’s ownership of the equity

securities of Loral Space increases to

more than twenty percent (20%) of the

total equity securities (including both

Voting Equity Securities and NonVoting Equity Securities) of Loral Space

as the result of repurchases of equity

securities by Loral Space or for any

other reason, Respondent shall,

following its obtaining actual

knowledge of an event leading to such

increase (‘‘Event’’), reduce its equity

security ownership interest to a level of

not more than twenty percent (20%).

Those equity securities which must be

sold are hereinafter referred to as the

‘‘Excess Securities.’’ Respondent shall

have a period of 185 days following its

obtaining actual knowledge of the Event

to sell the Excess Securities (the ‘‘Sale

Period’’); provided, however, that, if

within ten (10) business days of

Respondent’s receipt of such

knowledge, Respondent requests that

Loral Space file a registration statement

providing for such sale, the Sale Period

shall be deemed to begin on the

effective date of such registration

statement, and shall extend for 150 days

thereafter, and provided further that, if

Respondent elects to sell the Excess

Securities in a manner that does not

require Loral Space to file a registration

statement, and such sales cannot be

accomplished within the Sale Period

without violating Rule 144 (or any

successor provision) under the

Securities Act of 1933, then the Sale

Period shall be extended by the

minimum amount necessary to allow

such securities to be sold pursuant to

Rule 144 (or any successor provision).

Pending the sale of Excess Securities,

Respondent shall not exercise any

voting rights relating to the Excess

Securities. Respondent shall amend the

Stockholders Agreement to provide

Respondent the means of complying

with the foregoing provisions and shall

thereafter not amend the applicable

provisions of the Stockholders

Agreement in a fashion so as to impair

Respondent’s ability to comply with this

paragraph. The provisions of this

paragraph shall terminate ten (10) years

from the date this order becomes final.

XVI

It is further ordered that Respondent

shall comply with all terms of the

Interim Agreement, attached to this

order and made a part hereof as

Appendix I. Said Interim Agreement

shall continue in effect until the

provisions in Paragraphs II. through

XVI. of this order are complied with or

until such other time as is stated in said

Interim Agreement.

XVII

It is further ordered that within sixty

(60) days of the date this order becomes

final and annually for the next ten (10)

years on the anniversary of the date this

order becomes final, and at such 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 Paragraphs VI. through XVI. of this

order. To the extent not prohibited by

United States Government national

security requirements, Respondent shall

include in its reports information

sufficient to identify all United States

Military Aircraft and Unmanned Aerial

Vehicle manufacturers with whom

Respondent has entered into an

agreement for the research,

development, manufacture or sale of

NITE Hawk Systems, Simulation and

Training Systems, Electronic

Countermeasures, Mission Computers or

Integrated Communications Systems.
18740 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

XVIII

It is further ordered that Respondent

shall notify the Commission at least

thirty (30) days prior to any proposed

change in the corporate respondent such

as dissolution, assignment, sale

resulting in the emergence of a

successor corporation, or the creation or

dissolution of subsidiaries or sale of any

division or any other change in the

corporation in each instance where such

change may affect compliance

obligations arising out of the order.

XIX

It is further ordered that, for the

purpose of determining or securing

compliance with this order, and subject

to any legally recognized privilege and

applicable United States Government

national security requirements, upon

written request, and on reasonable

notice, Respondent shall permit any

duly authorized representatives 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 (5) days’ notice to

Respondent, and without restraint or

interference from Respondent, to

interview officers, directors, or

employees of Respondent, who may

have counsel present, regarding any

such matters.

XX

It is further ordered that this order

shall terminate twenty (20) years from

the date this order becomes final, except

as otherwise provided in this order.

Appendix I

In the Matter of: Lockheed Martin

Corporation, a corporation. File No. 961–

0026.

Interim Agreement

This Interim Agreement is by and

between Lockheed Martin Corporation

(‘‘Lockheed Martin’’), a corporation

organized and existing under the laws of

the State of Maryland, 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.

Premises

Whereas, Lockheed Martin has

proposed to acquire all of the

outstanding voting common stock of

Loral Corporation and engage in a series

of related transactions and acts; and

Whereas, the Commission is now

investigating the proposed Acquisition

to determine if it would violate any of

the statutes the Commission enforces;

and

Whereas, if the Commission accepts

the Agreement Containing Consent

Order (‘‘Consent Agreement’’), the

Commission will place it on the public

record for a period of at least sixty (60)

days and subsequently may either

withdraw such acceptance or issue and

serve its Complaint and decision in

disposition of the proceeding 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 competition

during the period prior to the final

issuance of the Consent Agreement by

the Commission (after the 60-day public

notice period), there may be interim

competitive harm and divestiture or

other relief resulting from a proceeding

challenging the legality of the proposed

Acquisition might not be possible, or

might be less than an effective remedy;

and

Whereas, Lockheed Martin entering

into this Interim Agreement shall in no

way be construed as an admission by

Lockheed Martin that the proposed

Acquisition constitutes a violation of

any statute; and

Whereas, Lockheed Martin

understands that no act or transaction

contemplated by this Interim 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

Interim Agreement.

Now, therefore, Lockheed Martin

agrees, upon the understanding that the

Commission has not yet determined

whether the proposed Acquisition will

be challenged, and in consideration of

the Commission’s agreement that, at the

time it accepts the Consent Agreement

for public comment, it will grant early

termination of the Hart-Scott-Rodino

waiting period, as follows:

1. Lockheed Martin agrees to execute

and be bound by the terms of the Order

contained in the Consent Agreement, as

if it were final, from the date Lockheed

Martin signs the Consent Agreement.

2. Lockheed Martin agrees to deliver,

within three (3) days of the date the

Consent Agreement is accepted for

public comment by the Commission, a

copy of the Consent Agreement and a

copy of this Interim Agreement to the

United States Department of Defense,

the Federal Aviation Administration,

McDonnell Douglas Corporation,

Northrop Grumman Corporation, The

Boeing Company and Teledyne Inc.

3. Lockheed Martin agrees to submit,

within thirty (30) days of the date the

Consent Agreement is signed by

Lockheed Martin, an initial report,

pursuant to Section 2.33 of the

Commission’s Rules, signed by

Lockheed Martin setting forth in detail

the manner in which Lockheed Martin

will comply with Paragraphs II. through

XVI. of the Consent Agreement.

4. Lockheed Martin agrees that, from

the date Lockheed Martin signs the

Consent Agreement until the first of the

dates listed in subparagraphs 4.a. and

4.b., it will comply with the provisions

of this Interim Agreement:

a. ten (10) 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 date the Commission finally

issues its Complaint and its Decision

and Order.

5. Lockheed Martin waives all rights

to contest the validity of this Interim

Agreement.

6. For the purpose of determining or

securing compliance with this Interim

Agreement, subject to any legally

recognized privilege and applicable

United States Government national

security requirements, and upon written

request, and on reasonable notice, to

Lockheed Martin made to its principal

office, Lockheed Martin shall permit

any duly authorized representative or

representatives of the Commission:

a. access, during the office hours of

Lockheed Martin 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 Lockheed Martin relating

to compliance with this Interim

Agreement; and

b. upon five (5) days’ notice to

Lockheed Martin and without restraint

or interference from it, to interview

officers, directors, or employees of

Lockheed Martin, who may have

counsel present, regarding any such

matters.

7. This Interim Agreement shall not

be binding until accepted by the

Commission.

Analysis of Proposed Consent Order To

Aid Public Comment

The Federal Trade Commission

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

final approval, an agreement containing

a proposed Consent Order from

Lockheed Martin Corporation

(‘‘Lockheed Martin’’). The proposed

Consent Order contains a number of
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18741

provisions designed to remedy the

anticompetitive effects likely to result

from Lockheed Martin’s proposed

acquisition of Loral Corporation

(‘‘Loral’’). The proposed Consent Order

requires Lockheed Martin to divest its

operations used to perform systems

engineering and technical assistance

(‘‘SETA’’) services for the Federal

Aviation Administration (‘‘FAA’’) under

the National Implementation and

Support Contract (‘‘NISC Services

Contract’’) within six months of the date

Lockheed Martin signed the proposed

Consent Order. The proposed Consent

Order also prohibits Lockheed Martin’s

space business from providing technical

services or information to Space

Systems/Loral, a subsidiary of the newly

created Loral Space and

Communications Ltd. (‘‘Loral Space’’),

pursuant to a technical services

agreement between Lockheed Martin

and Loral Space.

The proposed Consent Order further

prohibits any Lockheed Martin board

member or officer, who is also a board

member or officer of Loral Space from:

(1) participating in any matters

involving Lockheed Martin’s space

business; (2) having access to any nonpublic information relating to Lockheed

Martin’s space business; or (3) providing

any non-public information relating to

Space Systems/Loral to Lockheed

Martin. The proposed Consent Order

would also prohibit Lockheed Martin

from providing to such common board

member or officer compensation that is

based on the profitability or

performance of Lockheed Martin’s space

business. Additionally, the proposed

Consent Order would require Lockheed

Martin to reduce its investment in Loral

Space to 20% if, due to a repurchase by

Loral Space of its outstanding common

stock shares, or for any other reason,

Lockheed Martin’s interest in Loral

Space is effectively raised above 20%.

Finally, the proposed Consent Order

prohibits Lockheed Martin’s military

aircraft and unmanned aerial vehicle

divisions from gaining access to any

non-public information that certain

Lockheed Martin divisions will receive

after the acquisition from competing

military aircraft manufacturers or

unmanned aerial vehicle manufacturers.

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 any comments received

and will decide whether it should

withdraw from the agreement or make

final the agreement’s proposed Order.

Pursuant to a January 8, 1996 cash

tender offer, Lockheed Martin agreed to

acquire one hundred percent of the

voting securities of Loral for

approximately $9.1 billion. As part of

the transaction, Loral’s space and

telecommunications businesses,

including its 33% ownership interest in

Space Systems/Loral, a direct satellite

competitor of Lockheed Martin, will be

transferred to a new entity, Loral Space.

In addition, Lockheed Martin will

purchase a 20% convertible preferred

stock interest in Loral Space which

effectively amounts to a 6.6% interest in

the competing Space Systems/Loral

business. Lockheed Martin also agreed

to provide Loral Space with technical

support services, including research and

development support, at cost upon

request by Loral Space. Finally, Bernard

Schwartz, Chairman of the Board of

Directors and Chief Executive Officer of

Loral Space, will be appointed to the

position of Vice Chairman of the Board

of Directors of Lockheed Martin.

The proposed Complaint alleges that

the transaction, if consummated, would

violate Section 7 of the Clayton Act, as

amended, 15 U.S.C 18, and Section 5 of

the Federal Trade Commission Act, as

amended, 15 U.S.C. 45, in the following

markets:

(1) the research, development,

manufacture and sale of air traffic

control systems;

(2) the research, development,

manufacture and sale of commercial low

earth orbit (‘‘LEO’’) satellites;

(3) the research, development,

manufacture and sale of commercial

geosynchronous earth orbit (‘‘GEO’’)

satellites;

(4) the research, development,

manufacture and sale of military

aircraft; and

(5) the research, development,

manufacture and sale of unmanned

aerial vehicles.

The proposed Consent Order would

remedy the alleged violations in each

market. First, Lockheed Martin is

currently a supplier of SETA services to

the FAA under the NISC Services

Contract and Loral is the largest

supplier of air traffic control systems to

the FAA. In its capacity as an FAA

SETA contractor, Lockheed Martin is

responsible for, among other things,

developing technical and other

specifications for FAA procurements,

assessing bid and other proposals

submitted by companies competing for

FAA procurements, testing and

evaluating equipment and systems

supplied to the FAA, and evaluating the

cost and quality performance of FAA

contractors. Following the acquisition,

Lockheed Martin would be both an FAA

SETA contractor and the largest

supplier of air traffic control systems to

the FAA and would be in a position to

gain access to its air traffic control

systems competitors’ competitively

sensitive cost and design information

and disadvantage its competitors and

the FAA in a number of ways. For

instance, with access to its competitors’

cost and design information, Lockheed

Martin would be able to raise its bid

price for procurements of air traffic

control systems if, based on this

information, it determined that it was

the low-cost supplier or that it had the

superior technological approach.

Moreover, access to its competitors’

proprietary technical information could

also allow Lockheed Martin to ‘‘freeride’’ off its competitors’ research and

development efforts thereby reducing

the incentive for those competitors to

invest in future innovations. Finally,

Lockheed Martin could disadvantage its

competitors or raise their costs by

setting unfair procurement

specifications or submitting unfair

proposal or performance evaluations.

The proposed Consent Order requires

Lockheed Martin to divest all of the

assets relating to the provision of FAA

SETA services within six (6) months of

the date it signed the proposed Consent

Order. The proposed Consent Order

states that this divestiture shall be to an

acquirer or acquirers that receive the

prior approval of the Commission. If

Lockheed Martin fails to divest the

assets within six (6) months, a trustee

may be appointed to accomplish the

divestiture. The proposed Consent

Order also requires Lockheed Martin to

provide technical assistance to the

acquirer or acquirers for a period not

greater than one (1) year, at the request

of the acquirer or of the FAA. The

purpose of the divestiture is to ensure

the continued provision of FAA SETA

services under the NISC Services

Contract, to maintain the viability and

marketability of the assets used to

provide SETA services and to remedy

the lessening of competition resulting

from the acquisition in the market for

the research, development, manufacture

and sale of air traffic control systems.

Recently, in Litton Industries, Inc., File

No. 961–0022 (accepted, subject to final

approval, by the Commission on

February 15, 1996 and awaiting public

comments), the Commission voted

unanimously to accept a Consent Order

following an acquisition that raised

similar competitive concerns. In that

matter, the Consent Order required

Litton, who is one of only two

manufacturers of Aegis Destroyers, to

divest assets used to provide Aegis
18742 Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices

Destroyer SETA services in order to

remedy the anticompetitive effects

resulting from its acquisition of PRC

Inc., a long-standing provider of SETA

services to the U.S. Navy.

Second, after the transaction,

Lockheed Martin and Loral Space,

through its 33% ownership of Space

Systems/Loral, will be two of the

leading competitors in the markets for

commercial LEO and commercial GEO

satellites. These markets are highly

concentrated and significant barriers to

entry exist. Lockheed Martin has agreed

to purchase a 20% convertible preferred

stock interest in Loral Space which

effectively amounts to a 6.6% interest in

Space Systems/Loral. In addition,

Lockheed Martin has agreed to provide

technical assistance, including research

and development support, at cost upon

request from Loral Space. Finally,

Bernard Schwartz, Chairman of the

Board of Directors and Chief Executive

Officer of Loral Space, will be appointed

to the position of Vice Chairman of the

Board of Directors of Lockheed Martin.

The acquisition as structured is likely

to lead to anticompetitive effects in the

commercial LEO and GEO satellite

markets. The technical services

agreement creates an ongoing

relationship between Lockheed Martin

and Loral Space which could be used as

a mechanism for Lockheed Martin to

monitor Loral Space’s competitive

activities or as a signaling device for

Loral Space to alert Lockheed Martin as

to the satellite procurements where it

expects to submit a bid. As such, the

agreement could facilitate coordinated

interaction between the companies.

The technical services agreement

would also likely reduce Loral Space’s

incentives to invest in commercial LEO

and GEO satellite research and

development. If, pursuant to the

technical services agreement, Loral

Space would be able to obtain proven

technologies from Lockheed Martin at

cost, it would have little incentive to

undertake expensive and risky

investment in commercial LEO and GEO

satellite research and development.

Thus, the agreement would likely lead

to a reduction in innovation

competition between the companies.

Because the technical services

agreement between Lockheed Martin

and Loral Space, two of the leading

competitors in the highly concentrated

commercial LEO and GEO satellite

markets, creates the potential for the

exchange of competitively sensitive

information and could lead to a

reduction in Loral Space’s incentives to

innovate, the agreement is likely to

result in anticompetitive effects.

Mr. Schwartz’s service as an officer or

director of competing companies does

not violate Section 8 of the Clayton Act

because Lockheed Martin’s sales in

competition with Loral Space are less

than 2% of Lockheed Martin’s total

sales. For this reason, Lockheed Martin

meets the Section 8(a)(2)(B) de minimus

exception to the statute. Nevertheless,

Mr. Schwartz’s positions with each

company still raise significant

competitive concerns. For example, by

serving on the boards of both

companies, Mr. Schwartz would have

access to competitively sensitive

information from Lockheed Martin and

Loral Space, including information on

bid strategies, pricing, and research and

development plans. In addition,

Lockheed Martin would be in a position

to use Mr. Schwartz to exercise

influence over Loral Space, thereby

reducing head-to-head competition

between the companies. Lockheed

Martin could also offer Mr. Schwartz

compensation based on the profitability

of Lockheed Martin’s space business,

thereby reducing his incentive to

aggressively compete Loral Space

against Lockheed Martin.

In order to remedy the acquisition’s

anticompetitive effects in the

commercial LEO and commercial GEO

satellite markets, the proposed Consent

Order prohibits Lockheed Martin’s

space business from providing technical

services, personnel, information or

facilities, pursuant to the technical

services agreement, to Space Systems/

Loral. The proposed Consent Order

would also prohibit any person who is

simultaneously a board member or

officer of Lockheed Martin and a board

member or officer of Loral Space,

including Mr. Schwartz, from: (1)

participating in any matters involving

Lockheed Martin’s space business; (2)

having access to any non-public

information relating to Lockheed

Martin’s space business; or (3) providing

any non-public information relating to

Space Systems/Loral to Lockheed

Martin. Further, the proposed Consent

Order would prohibit Lockheed Martin

from providing to any such common

board member or officer compensation

that is based on the profitability or

performance of Lockheed Martin’s space

business. Additionally, if Lockheed

Martin’s interest in Loral Space is

effectively raised above 20% due to a

stock repurchase by Loral Space, or for

any other reason, the proposed Consent

Order would require Lockheed Martin

to reduce its investment in Loral Space

back down to 20%.

Third, Lockheed Martin is a

significant competitor in the research,

development, manufacture and sale of

military aircraft and Loral is the sole

supplier of a number of critical systems

used on or with military aircraft,

including simulation and training

systems, the NITE Hawk forwardlooking infrared targeting system,

electronic countermeasures and mission

computers. Following the acquisition,

Lockheed Martin would be the sole

source supplier for a number of these

systems, as well as a competitor in the

military aircraft market. In order to

integrate or interface these critical

systems with a military aircraft, a

military aircraft manufacturer will have

to provide a wide range of competitively

sensitive proprietary information to the

Lockheed Martin divisions that

manufacture these systems. As a result,

the proposed acquisition increases the

likelihood that competition between

military aircraft suppliers would

decrease because Lockheed Martin’s

military aircraft division could gain

access to its competitors’ proprietary

information, which could affect the

prices and services that Lockheed

Martin would offer. In addition,

advancements in military aircraft

research, innovation and quality would

be reduced because Lockheed Martin’s

military aircraft competitors would fear

that Lockheed Martin could ‘‘free ride’’

off of their technological developments.

To remedy the proposed acquisition’s

likely anticompetitive effects in the

military aircraft market, the proposed

Consent Order preserves the

confidentiality of military aircraft

suppliers’ proprietary information by

prohibiting Lockheed Martin’s divisions

that provide these critical systems from

making any proprietary information

from competing aircraft manufacturers

available to Lockheed Martin’s aircraft

division. Under the proposed Consent

Order, Lockheed Martin may only use

such information in its capacity as a

provider of these military aircraft

systems. Non-public information in this

context includes any information not in

the public domain that is designated as

proprietary information by any military

aircraft manufacturer that provides such

information to Lockheed Martin as well

as information not in the public domain

provided by any military aircraft

manufacturer to Loral prior to the

acquisition. The purpose of the

proposed Consent Order is to preserve

the opportunity for full competition in

the market for the research,

development, manufacture and sale of

military aircraft. The Commission has

issued similar orders limiting

potentially anticompetitive information

transfers following mergers or

acquisitions, including Martin Marietta
Federal Register / Vol. 61, No. 83 / Monday, April 29, 1996 / Notices 18743

Corp., (C3500) (June 28, 1994), Alliant

Techsystems Inc., (C3567) (April 7,

1995), and Lockheed Martin Corp.,

(C3576) (May 9, 1995). Industry

participants have indicated that these

prior orders have been effective in

protecting their confidential information

and preserving competition. In addition,

the Department of Defense has stated

that the proposed Consent Order

resolves all of the competitive issues

that they have identified.

Finally, Lockheed Martin is a

significant competitor in the market for

the research, development, manufacture

and sale of unmanned aerial vehicles

and Loral is the sole supplier of

integrated communications systems, a

critical unmanned aerial vehicle

component. After the acquisition,

Lockheed Martin would be the sole

supplier of integrated communications

systems for unmanned aerial vehicles

and also a competitor in the unmanned

aerial vehicle market. Because

unmanned aerial vehicle manufacturers

will have to provide proprietary

information to the Lockheed Martin

division that manufactures integrated

communication systems, Lockheed

Martin’s military aircraft division,

which manufactures unmanned aerial

vehicles, could gain access to

competitively sensitive non-public

information relating to competing

unmanned aerial vehicles. As a result,

the proposed acquisition increases the

likelihood that competition between

unmanned aerial vehicle suppliers

would decrease because Lockheed

Martin would have access to its

competitors’ proprietary information,

which could affect the prices and

services that Lockheed Martin would

offer. In addition, advancements in

unmanned aerial vehicle research,

innovation and quality would be

reduced because Lockheed Martin’s

unmanned aerial vehicle competitors

would fear that Lockheed Martin could

‘‘free ride’’ off of their technological

developments.

To remedy the proposed acquisition’s

likely anticompetitive effects in the

unmanned aerial vehicle market, the

proposed Consent Order preserves the

confidentiality of unmanned aerial

vehicle suppliers’ proprietary

information by prohibiting Lockheed

Martin’s communications systems

divisions from making any proprietary

information from competing unmanned

aerial vehicle manufacturers available to

Lockheed Martin’s military aircraft

division. Under the proposed Consent

Order, Lockheed Martin may only use

such information in its capacity as a

provider of integrated communications

systems. Non-public information in this

context includes any information not in

the public domain that is designated as

proprietary information by any

unmanned aerial vehicle manufacturer

that provides such information to

Lockheed Martin as well as information

not in the public domain provided by

any unmanned aerial vehicle

manufacturer to Loral prior to the

acquisition. The purpose of the

proposed Consent Order is to preserve

the opportunity for full competition in

the market for the research,

development, manufacture and sale of

unmanned aerial vehicles.

Under the provisions of the proposed

Consent Order, Lockheed Martin is

required to deliver a copy of the Order

to any United States military aircraft

manufacturer and to any United States

unmanned aerial vehicle manufacturer

prior to obtaining any information from

them that is outside the public domain.

The Order also requires Lockheed

Martin to provide the Commission a

report of compliance with the

provisions of the Order relating to its

divestiture of its FAA SETA services

assets within forty-five (45) days

following the date the Order becomes

final, and every forty-five (45) days

thereafter until it has completed the

required divestiture of its FAA SETA

services assets. In addition, the Order

also requires Lockheed Martin to

provide the Commission a report of

compliance with all other provisions of

the Order within sixty (60) days

following the date the Order becomes

final, and annually for the next (10)

years on the anniversary of the date the

Order becomes final.

In order to preserve competition in

the relevant markets during the period

prior to the final acceptance of the

proposed Consent Order (after the 60-

day public notice period), Lockheed

Martin has entered into an Interim

Agreement with the Commission in

which it has agreed to be bound by the

proposed Consent Order as of the date

the Commission accepted the proposed

Consent Order subject to final approval.

The purpose of this analysis is to

facilitate public comment on the

proposed Consent Order, and it is not

intended to constitute an official

interpretation of the agreement and

proposed Consent Order or to modify in

any way their terms.

Donald S. Clark,

Secretary.

[FR Doc. 96–10560 Filed 4–26–96; 8:45 am]

BILLING CODE 6750–01–P

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Agency for Health Care Policy and

Research

Notice of Filing of Annual Reports of

Federal Advisory Committees

Notice is hereby given that, pursuant

to Section 13 of the Federal Advisory

Committee Act (5 U.S.C. App. 2), the

Annual Reports prepared for the public

by the committees set forth below have

been filed with the Library of Congress:

Health Care Policy and Research Special

Emphasis Panel

Health Care Technology Study Section

Health Services Research and

Developmental Grants Review

Committee

Health Services Research Dissemination

Study Section

National Advisory Council for Health

Care Policy, Research, and Evaluation

Copies of these reports, prepared in

accordance with Section 10(d) of the

Federal Advisory Committee Act, are

available to the public for inspection at:

(1) The Library of Congress, Special

Forms Reading Room, Main Building,

on weekdays between 9:00 a.m. and

4:30 p.m.; and (2) the Information

Resource Center, Agency for Health Care

Policy and Research, Suite 501, 2101

East Jefferson Street, Rockville,

Maryland, on weekdays between 9:00

a.m. and 4:30 p.m.

Copies may be obtained by mail

request from the Committee

Management Officer, Agency for Health

Care Policy and Research, Suite 309,

6000 Executive Boulevard, Rockville,

Maryland 20852.

Dated: April 17, 1996.

Clifton R. Gaus,

Administrator.

[FR Doc. 96–10486 Filed 4–26–96; 8:45 am]

BILLING CODE 4160–90–M

Agency for Toxic Substances and

Disease Registry

[ATSDR–112]

Quarterly Public Health Assessments

Completed

AGENCY: Agency for Toxic Substances

and Disease Registry (ATSDR),

Department of Health and Human

Services (HHS).

ACTION: Notice.

SUMMARY: This notice is a quarterly

announcement which contains the

following: A list of sites for which

ATSDR has completed public health

assessments, or issued an addendum to