Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices 25677

the agreement and proposed order, or to

modify any of their terms.

Donald S. Clark,

Secretary.

[FR Doc. 96–12818 Filed 5–21–96; 8:45 am]

BILLING CODE 6750–01–M

[File No. 931–0052]

The Loewen Group, Inc.; Loewen

Group International, Inc.; Proposed

Consent Agreement With Analysis To

Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

SUMMARY: In the 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, among other things, the

Covington, Kentucky-based company to

divest one of its three funeral homes in

Brownsville, Texas and divest a large

funeral home in San Benito, Texas or

two smaller funeral homes in Harlingen,

Texas. The Consent Agreement settles

allegations that Lowen’s acquisition of

certain funeral homes in the

Brownsville area and the Harlingen/San

Benito area of Cameron County, Texas

would decrease competition and

increase the likelihood of collusion in

those markets.

DATES: Comments must be received on

or before July 22, 1996.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

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

Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:

Thomas B. Carter, Dallas Regional

Office, Federal Trade Commission,

100 N. Central Expressway, Suite 500,

Dallas, TX 75201. (214) 767–5518.

Gary D. Kennedy, Dallas Regional

Office, Federal Trade Commission,

100 N. Central Expressway, Suite 500,

Dallas, TX 75201. (214) 767–5512.

James R. Golder, Dallas Regional Office,

Federal Trade Commission, 100 N.

Central Expressway, Suite 500, Dallas,

TX 75201. (214) 767–5512.

James R. Golder, Dallas Regional Office,

Federal Trade Commission, 100 N.

Central Expressway, Suite 500, Dallas,

TX 75201. (214) 767–5508.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46 and Section 2.34 of the Commission’s

Rules of Practice (16 CFR 2.34), notice

is hereby given that the following

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted, subject to final

approval, by the Commission, has been

placed on the public record for a period

of sixty (60) days. Public comment is

invited. Such comments or views will

be considered by the Commission and

will be available for inspection and

copying at its principal office in

accordance with Section 4.9(b)(6)(ii) of

the Commission’s Rules of Practice (16

CFR 4.9(b)(6)(ii)).

Agreement Containing Consent Order

The Federal Trade Commission

(‘‘Commission’’) having initiated an

investigation of the acquisition of the

assets of Garza Memorial Funeral Home,

Inc. and Thomae-Garza Funeral

Directors, Inc. by the Loewen Group

Inc., a corporation, and Loewen Group

International, Inc., a corporation

(hereinafter collectively referred to as

‘‘Loewen’’), and it now appearing that

Loewen is willing to enter into an

agreement containing an order to divest

certain assets, and to cease and desist

from certain acts,

It is hereby agreed by and between

Loewen, its duly authorized officers and

attorneys, and counsel for the

Commission that:

1. Proposed respondent The Loewen

Group Inc, is a corporation organized,

existing and doing business under and

by virtue of the laws of the province of

British Columbia, Canada, with its office

and principal place of business located

at 4126 Norland Avenue, Burnaby,

British Columbia, Canada V5G 3S8.

2. Proposed respondent Loewen

Group International, Inc. is a

corporation organized, existing and

doing business under and by virtue of

the laws of the State of Delaware, with

its office and principal place of business

located at 50 East River Center

Boulevard, Covington, Kentucky 41011.

Proposed respondent Loewen Group

International, Inc. is a wholly-owned

subsidiary of The Loewen Group Inc.

3. Loewen admits all the

jurisdictional facts set forth in the draft

of complaint.

4. Loewen 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 context the

validity of the order entered pursuant to

this agreement; and

d. Any claim under the Equal Access

to Justice Act.

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 withdraw its acceptance of

this agreement and so notify Loewen, 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 require) and decision,

in disposition of the proceeding.

6. This agreement is for settlement

purposes only and does not constitute

an admission by Loewen that the law

has been violated as alleged in the draft

of complaint here, 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 § 2.34 of the

Commission’s Rules, the Commission

may, without further notice to Loewen,

(1) issue its complaint corresponding in

form and substance with the draft of

complaint and its decision containing

the following order to divest and to

cease and desist in disposition of the

proceeding and (2) make information

public in respect thereto. When so

entered, the order to divest and to cease

and desist shall have the same force and

effect and may be altered, modified, or

set aside in the same manner and within

the same time provided by statute for

other orders. The order shall become

final upon service. Delivery by the U.S.

Postal Service of the complaint and

decision containing the agreed-to order

to Loewen’s address as stated in this

agreement shall constitute service.

Loewen 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. Loewen has read the proposed

complaint and order contemplated

hereby. It 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. Loewen

further understands that it may be liable

for civil penalties in the amount

provided by law for each violation of

the order after it becomes final.
25678 Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices

Order

I

It is ordered that, as used in this

order, the following definitions shall

apply:

A. ‘‘Loewen’’ means The Loewen

Group Inc. and Loewen Group

International, Inc., their directors,

officers, employees, agents and

representatives, predecessors,

successors and assigns, their

subsidiaries, divisions, groups and

affiliates controlled by Loewen, and the

respective directors, officers, employees,

agents, representatives, successors and

assigns of each.

B. ‘‘Funeral’’ means a group of

services provided at the death of an

individual, the focus of which is some

form of commemorative ceremony of the

life of the deceased at which ceremony

the body is present; this group of

services ordinarily includes, but is not

limited to: the removal of the body from

the place of death; its embalming or

other preparation; making available a

place for visitation and viewing, for the

conduct of a funeral service, and for the

display of caskets and outside cases;

and the arrangement for and conveyance

of the body to a cemetery or crematory

for final disposition.

C. ‘‘Funeral establishment’’ means

any facility that provides funerals.

D. ‘‘Properties to be Divested’’ means

all of the assets, properties, business

and goodwill, tangible and intangible,

utilized by: (a) either Thomae-Garza

Funeral Directors, Inc. or both Pitts,

Kriedler-Ashcraft Funderal Directors,

Inc. and Garza-Elizondo Funeral

Directors in Cameron County, Texas;

and (b) either Garza Memorial Funeral

Home, Inc., Paragon Trevino Funeral

Home, Inc., or Darling-Mouser Funeral

Home, Inc. in Cameron County, Texas;

including, but not limited to:

1. All right, title and interest in and

to owned or leased real property,

together with appurtenances, licenses

and permits;

2. All machinery, fixtures, equipment,

furniture, tools and other tangible

personal property;

3. All right, title and interest in the

trade name of any funeral

establishment;

4. All right, title and interest in the

books, records and files pertinent to the

Properties to be Divested;

5. Vendor lists, management

information systems, software, catalogs,

sales promotion literature, and

advertising materials; and

6. All right, title, and interest in and

to the contracts entered into in the

ordinary course of business with

customers (together with associated bids

and performance bonds), suppliers,

sales representatives, distributors,

agents, personal property lessors,

personal property lessees, licensors,

licensees, consignors, and consignees.

II

It is further ordered that:

A. Within twelve (12) months after

the date this order becomes final,

Loewen shall divest, absolutely and in

good faith, the Properties to be Divested.

The Properties to be Divested are to be

Divested 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

divestitures required by this order is to

ensure the continued use of the

Properties to be Divested as ongoing

viable enterprises providing funerals

and to remedy the lessening of

competition alleged in the

Commission’s complaint.

B. Pending divestiture of the

Properties to be Divested, Loewen shall

maintain the viability and marketability

of the Properties to be Divested and

shall not cause or permit the

destruction, removal, or impairment of

any assets or business of the Properties

to be Divested, except in the ordinary

course of business and except for

ordinary wear and tear.

III

It is further ordered that:

A. If Loewen has not divested,

absolutely and in good faith and with

the Commission’s prior approval, the

Properties to be Divested as required by

Paragraph II of this order within twelve

(12) months after the date this order

becomes final, the Commission may

appoint a trustee to divest the Properties

to be Divested. In the event the

Commission or the Attorney General

brings an action pursuant to Section 5(1)

of the Federal Trade Commission Act,

15 U.S.C. § 45(1), or any other statute

enforced by the Commission, Loewen

shall consent to the appointment of a

trustee in such action. Neither the

appointment of a trustee nor a decision

not to appoint a trustee under this

Paragraph shall preclude the

Commission or the Attorney General

from seeking civil penalties or any other

relief available to it, including a courtappointed trustee, pursuant to Section

5(1) of the Federal Trade Commission

Act, or any other statute enforced by the

Commission, for any failure by Loewen

to comply with this order.

B. If a trustee is appointed by the

Commission or a court pursuant to

Paragraph III.A. of this order, Loewen

shall consent to the following terms and

conditions regarding the trustee’s

powers, authorities, duties and

responsibilities:

1. The Commission shall select the

trustee, subject to the consent of

Loewen, which consent shall not be

unreasonably withheld. The trustee

shall be a person with experience and

expertise in acquisitions and

divestitures. If Loewen has not opposed,

in writing, the selection of any proposed

trustee within ten (10) days after notice

by the staff of the Commission to

Loewen of the identity of any proposed

trustee, Loewen 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 Properties to be Divested.

3. The trustee shall have the power

and authority to abrogate any contract or

agreement between Loewen and any

individual which restricts, limits or

otherwise impairs the ability of such

individual to purchase the Properties to

be Divested or to become a director,

officer, employee, agent or

representative of any acquirer of the

Properties to be Divested.

4. Within ten (10) days after

appointment of the trustee, and subject

to the prior approval of the Commission

and, in the case of a court-appointed

trustee, of the court, Loewen shall

execute a trust agreement that transfers

to the trustee all rights and powers

necessary to permit the trustee to effect

the divestitures required by this order.

5. The trustee shall have twelve (12)

months from the date the Commission

approves the trust agreement described

in Paragraph III.B.4 to accomplish the

divestitures, which shall be subject to

the prior approval of the Commission.

If, however, at the end of the twelvemonth period the trustee has submitted

a plan of divestiture or believes that

divestiture can be accomplished 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, that the

Commission may extend the divestiture

period only two (2) times.

6. The trustee shall have full and

complete access to the personnel, books,

records and facilities relating to the

Properties to be Divested, or any other

relevant information, as the trustee may

request. Loewen shall develop such

financial or other information as such

trustee may request and shall cooperate

with the trustee. Loewen shall take no

action to interfere with or impede the

trustee’s accomplishment of the

divestitures. Any delays in divestiture

caused by Loewen shall extend the time
Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices 25679

for divestiture under this Paragraph in

an amount equal to the delay, as

determined by the Commission or for a

court-appointed trustee, the court.

7. 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 Loewen’s

absolute and unconditional obligation to

divest at no minimum price. The

divestitures shall be made in the

manner and to the acquirer or acquirers

as set out in Paragraph II of this order;

provided, however, if the trustee

receives bona fide offers from more than

one acquiring entity, and if the

Commission determines to approve

more than one such acquiring entity, the

trustee shall divest to the acquiring

entity or entities selected by Loewen

from among those approved by the

Commission.

8. The trustee shall serve, without

bond or other security, at the cost and

expense of Loewen, on such reasonable

and customary terms and conditions as

the Commission or the court may set.

The trustee shall have authority to

employ, at the cost and expense of

Loewen, such consultants, accountants,

attorneys, investment bankers, business

brokers, appraisers, and other

representatives and assistants as are

reasonably necessary to carry out the

trustee’s duties and responsibilities. The

trustee shall account for all monies

derived from the divestitures 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

Loewen and the trustee’s power shall be

terminated. The trustee’s compensation

shall be based at least in a significant

part on a commission arrangement

contingent on the trustee’s divesting the

Properties to be Divested.

9. Loewen 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.

10. If the trustee ceases to act or fails

to act diligently, a substitute trustee

shall be appointed in the same manner

as provided in Paragraph III.A. of this

order.

11. 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 divestitures required by

this order.

12. The trustee shall have no

obligation or authority to operate or

maintain the Properties to be Divested.

13. The trustee shall report in writing

to Loewen and to the Commission every

sixty (60) days concerning the trustee’s

efforts to accomplish divestiture.

IV

It is further ordered that, for a period

of ten (10) years from the date this order

becomes final, Loewen shall not,

without providing advance written

notification to the Commission, directly

or indirectly, through subsidiaries,

partnerships, or otherwise:

A. Acquire any stock, share capital,

equity, or other interest in any concern,

corporate or non-corporate, engaged at

the time of such acquisition, or within

the two years preceding such

acquisition, in the provision of funerals

in Cameron County, Texas or within

fifteen (15) miles of the Cameron

County, Texas line; or

B. Acquire any assets used for or used

in the previous two years for (and still

suitable for use for) funeral

establishments in Cameron County,

Texas or within fifteen (15) miles of the

Cameron County, Texas line.

Said notification shall be given on the

Notification and Report Form set forth

in the Appendix to Part 803 of Title 16

of the Code of Federal Regulations as

amended (hereinafter referred to as ‘‘the

Notification’’), and shall be prepared

and transmitted in accordance with the

requirements of that part, except that no

filing fee will be required for any such

notification, notification shall be filed

with the Office of the Secretary of the

Commission, notification need not be

made to the United States Department of

Justice, and notification is required only

of Loewen and not of any other party to

the transaction. Loewen shall provide

the Notification to the Commission at

least thirty (30) days prior to acquiring

any such interest (hereinafter referred to

as the ‘‘first waiting period’’). If, within

the first waiting period, representatives

of the Commission make a written

request for additional information,

Loewen shall not consummate the

acquisition until twenty (20) days after

substantially complying with such

request for additional information. Early

termination of the waiting periods in

this paragraph may be requested and,

where appropriate, granted by letter

from the Commission’s Bureau of

Competition.

Provided, however, that prior

notification shall not be required by this

Paragraph IV of this Order for:

1. the construction or development by

Loewen of a new funeral establishment;

or

2. any transaction for which

notification is required to be made, and

has been made, pursuant to Section 7A

of the Clayton Act, 15 U.S.C. § 18a.

V

It is further ordered that:

A. Within sixty (60) days after the

date this order becomes final and every

sixty (60) days thereafter until Loewen

has fully complied with the provisions

of Paragraphs II or III of this order,

Loewen shall submit to the Commission

a verified written report setting forth in

detail the manner and form in which it

intends to comply, is complying, and

has complied with Paragraphs II and III

of this order. Loewen shall include in its

compliance reports, among other things

that are required from time to time, a

full description of the efforts being

made to comply with Paragraphs II and

III of the order, including a description

of all substantive contacts or

negotiations for the divestitures and the

identity of all parties contacted. Loewen

shall include in its compliance reports

copies of all written communications to

and from such parties, all internal

memoranda, and all reports and

recommendations concerning

divestiture.

B. One (1) year from the date this

order becomes final, annually for the

next nine (9) years on the anniversary of

the date this order becomes final, and at

other times as the Commission may

require, Loewen 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 Paragraph IV of this

order. Such reports shall include, but

not be limited to, a listing by name and

location of all acquisitions of funeral

establishments in the United States

located within forty (40) miles of a

funeral establishment owned by Loewen

at the time of the acquisition, including

but not limited to acquisitions due to

default, foreclosure proceedings or

purchases in foreclosure, made by

Loewen during the twelve (12) months

preceding the date of the report.

VI

It is further ordered that, for a period

of ten (10) years from the date this order

becomes final, Loewen shall notify the
25680 Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices

Commission at least thirty (30) days

prior to any proposed change in its

organization, such as dissolution,

assignment or sale resulting in the

emergence of a successor, or the

creation or dissolution of subsidiaries or

any other change that may affect

compliance obligations arising out of

this order.

VII

It is further ordered that, for the

purpose of determining or securing

compliance with this order, subject to

any legally recognized privilege, and

upon written request with reasonable

notice to Loewen made to its principal

offices, Loewen shall permit any duly

authorized representative or

representatives of the Commission:

A. Access, during the office hours of

Loewen 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

Loewen relating to any matters

contained in this order; and

B. Upon five (5) days’ notice to

Loewen and without restraint or

interference therefrom, to interview

officers or employees of Loewen, who

may have counsel present, regarding

such matters.

Analysis of Proposed Consent Order To

Aid Public Comment

The Federal Trade Commission has

accepted an agreement, subject to final

approval, to a proposed consent order

from The Loewen Group Inc. and

Loewen Group International, Inc.

(hereinafter collectively referred to as

‘‘Loewen’’).

The proposed consent order has been

placed on the public record for sixty

(60) days for reception of comments

from interested persons. Comments

received during this period will become

part of the public record. After sixty (60)

days, the Commission will again review

the agreement and the comments

received and will decide whether to

withdraw from the agreement or make

final the agreement’s proposed order.

The Commission’s complaint in this

matter charges Loewen with violating

Section 5 of the Federal Trade

Commission Act, as amended, and

Section 7 of the Clayton Act, as

amended, in connection with Loewen’s

acquisitions of Garza Memorial Funeral

Home, Inc., in Brownsville, Texas, and

Thomae-Garza Funeral Directors, Inc.,

in San Benito, Texas.

The consent order contains provisions

designed to remedy the alleged

violations.

Part I of the order contains the

definitions of terms that are used in the

order.

Part II of the order requires that

within twelve (12) months of the date

that the order becomes final, Loewen

must divest: (1) either Thomae-Garza

Funeral Directors, Inc., or both Pitts,

Kriedler-Ashcraft Funeral Directors,

Inc., and Garza-Elizondo Funeral

Directors; and (2) Garza Memorial

Funeral Home, Inc., or Paragon Trevino

Funeral Home, Inc., or Darling-Mouser

Funeral Home, Inc.

Part III of the order provides for the

appointment of a trustee to accomplish

the divestitures required by the order if

Loewen fails to make timely

divestitures.

Part IV of the order requires Loewen,

for ten (10) years, to provide written

notification to the Commission prior to

acquiring any interest in a funeral home

located in Cameron County, Texas, or

within fifteen (15) miles of the Cameron

County, Texas, line.

Part V of the order requires Loewen to

provide periodic compliance reports

until the divestitures are completed.

Part V also requires Loewen, for ten (10)

years, to provide annual compliance

reports detailing how it is complying

with Part IV of the order.

Part VI of the order requires Loewen,

for ten (10) years, to notify the

Commission of any changes in corporate

structure that might affect compliance

with the order.

Part VII of the order permits

Commission representatives, for the

purpose of determining or securing

compliance with the order, to have

access to Loewen’s offices to inspect

and copy documents and, upon five

days’ notice, to interview Loewen’s

officers and employees.

The purpose of this analysis is to

facilitate public comment on the

proposed order. It is not intended to

constitute an official interpretation of

the agreement and proposed order, or to

modify any of their terms.

Donald S. Clark,

Secretary.

[FR Doc. 96–12819 Filed 5–21–96; 8:45 am]

BILLING CODE 6750–01–M

GENERAL SERVICES

ADMINISTRATION

Office of Transportation Audits;

Stocking Change of an Optional Form

AGENCY: Federal Supply Service,

General Services Administration.

ACTION: Notice.

SUMMARY: This notice announces the

General Services Administration’s

intent to change the stocking

requirement of OF 1121, Bill of Lading

Accountability Record because of low

user demand. This form is now

authorized for local reproduction by all

Federal agencies. You can obtain the

camera copy in two ways:

On the internet. Address: http://

www.gsa.gov/forms, or;

From CARM, Attn.: Barbara Williams,

(202) 501–0581.

FOR FURTHER INFORMATION CONTACT:

Mr. James Fitzgerald, Director,

Transportation Audit Division, Office of

Transportation Audits, (202) 219–1494.

DATES: Effective May 22, 1996.

Dated: May 14, 1996.

Theodore D. Freed,

Standard and Optional Forms Management

Officer.

[FR Doc. 96–12772 Filed 5–21–96; 8:45 am]

BILLING CODE 6820–BG–M

DEPARTMENT OF HEALTH AND

HUMAN SERVICES

Administration for Children and

Families

Proposed Information Collection

Activity; Comment Request Proposed

Projects

Title: At-Risk Child Care, Annual

Report.

OMB No.: 0970–0126.

Description: Completing this form

partially fulfills the reporting

requirements of Section 402(i)(6)(B) of

the Social Security Act (the Act)

whereby the Secretary of DHHS must

compile and report certain information

annually that is pertinent to the At-Risk

program. Additionally the report

provides a means for each State to

report subsequent period expenditure to

determine the State’s compliance with

the non-supplantation provisions found

at Section 402(i)(5)(D) of the Act.

Respondents: State Governments.