25672 Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices

activities will be conducted throughout

the United States.

Unless otherwise noted, comments

regarding each of these applications

must be received at the Reserve Bank

indicated or the offices of the Board of

Governors not later than June 17, 1996.

A. Federal Reserve Bank of Chicago

(James A. Bluemle, Vice President) 230

South LaSalle Street, Chicago, Illinois

60690:

1. First Financial Corporation, Terre

Haute, Indiana; to merge with Crawford

Bancorp, Inc., Robinson, Illinois, and

thereby indirectly acquire Crawford

County State Bank, Robinson, Illinois.

Board of Governors of the Federal Reserve

System, May 16, 1996.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 96-12793 Filed 5-21-96; 8:45 am]

BILLING CODE 6210-01-F

FEDERAL RESERVE BOARD

Government in the Sunshine Meeting

Notice

AGENCY HOLDING THE MEETING: Board of

Governors of the Federal Reserve

System.

TIME AND DATE: 11:00 a.m., Tuesday,

May 28, 1996.

PLACE: Marriner S. Eccles Federal

Reserve Board Building, C Street

entrance between 20th and 21st Streets,

N.W., Washington, D.C. 20551.

STATUS: Closed.

MATTERS TO BE CONSIDERED:

1. Personnel actions (appointments,

promotions, assignments, reassignments, and

salary actions) involving individual Federal

Reserve System employees.

2. Any items carried forward from a

previously announced meeting.

CONTACT PERSON FOR MORE INFORMATION:

Mr. Joseph R. Coyne, Assistant to the

Board; (202) 452–3204. You may call

(202) 452–3207, beginning at

approximately 5 p.m. two business days

before this meeting, for a recorded

announcement of bank and bank

holding company applications

scheduled for the meeting.

Dated: May 17, 1996.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 96–12931 Filed 5–20–96; 8:45 am]

BILLING CODE 6210–01–P

FEDERAL TRADE COMMISSION

[File No. 931–0084]

The Loewen Group, Inc; Loewen Group

International, Inc.; Propose 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 subjected

to final Commission approval, would

require, among other things, the

Covington, Kentucky-based company to

divest the Castelwood Funeral Home in

Castelwood, Virginia within nine

months of acquiring it. The Consent

Agreement settles allegations that

Lowen’s proposed acquisition of

Heritage Family Funeral Services, Inc.,

would substantially reduce competition

in Castlewood, because Loewen and

heritage are the only firms providing

funeral services in the Castlewood area.

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) 767–5508.

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)).

The Federal Trade Commission

(‘‘Commission’’) having initiated an

investigation of the proposed

acquisition of the voting securities of

Heritage Family Funeral Services, 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 contest 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 even it will take such action as

it may consider appropriate, or issue

and serve its complaint (in such form as
Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices 25673

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 C13, 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 E13 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.

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 the conveyance

of the body to a cemetery or crematory

for final disposition.

C. ‘‘Funeral establishment’’ means

any facility that provides funerals.

D. ‘‘Property to be Divested’’ means

all of the assets, properties, business

and goodwill, tangible and intangible,

utilized by the Castlewood Funeral

Home located on Highway 58 in

Castlewood, Virginia, 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, provided that the trade

name ‘‘Heritage’’ need not be divested;

4. All right, title and interest in the

books, records and files pertinent to the

Property 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 nine (9) months after

Loewen acquires the Property to be

Divested, Loewen shall divest,

absolutely and in good faith, the

Property to be Divested. The Property to

be Divested is 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 divestiture required by

this order is to ensure the continued use

of the Property to be Divested as an

ongoing viable enterprise providing

funerals and to remedy the lessening of

competition alleged in the

Commission’s complaint.

B. Pending divestiture of the Property

to be Divested, Loewen shall maintain

the viability and marketability of the

Property to be Divested and shall not

cause or permit the destruction,

removal, or impairment of any assets or

business of the Property to be Divested,

except in the ordinary course of

business and except for ordinary wear

and tear.

C. Loewen shall comply with the

Agreement to Hold Separate, attached

hereto and made a part hereof as

Appendix I. Said agreement shall

continue in effect until Loewen has

divested the Property to be divested or

until such other time as the Agreement

to Hold Separate provides.

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

Property to be Divested as required by

paragraph II of this order within nine (9)

months after Loewen has acquired the

Property to be Divested, the

Commission may appoint a trustee to

divest the Property to be Divested. In

the event the Commission or the

Attorney General brings an action

pursuant to Section 5 (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 Lowen has not opposed,

in writing, the selection of any proposed

trustee within ten (10) days after notice

by the staff of the Commission to
25674 Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices

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 Property 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 Property to

be Divested or to become a director,

officer, employee, agent or

representative of any acquirer of the

Property 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 trustees all rights and powers

necessary to permit the trustee to effect

the divestiture 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

divestiture, which shall be subject to the

prior approval of the Commission. If,

however, at the end of the twelve-month

period the trustee has submitted a plan

of divestiture or believes that divestiture

can be 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

Property 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

divestiture. Any delays in divestiture

caused by Loewen shall extend the time

for divestiture under this Paragraph in

an amount equal to the delay, as

determined by the Commission or for a

court-appointed trustee, 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

divestiture shall be made in the manner

and to the acquirer or acquirers as set

out in Paragraph II of this order;

provided, however, if the trustee

receives bona fide offers from more than

one acquiring entity, and if the

Commission determines to approve

more than one such acquiring entity, the

trustee shall divest to the acquiring

entity or entities selected by 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 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

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

Property 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 divestiture required by

this order.

12. The trustee shall have no

obligation or authority to operate or

maintain the Property 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 Russell County, Virginia or within

fifteen (15 miles of the Russell County,

Virginia 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 Russell County,

Virginia or within fifteen (15) miles of

the Russell County, Virginia 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 consumate 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
Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices 25675

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 divestiture 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

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, upon

written request with reasonable notice

to Loewen made to its principal officer,

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.

Appendix I

In the Matter of The Loewen Group Inc.,

a corporation, and Loewen Group

International, Inc., a corporation. File No.

931–0084.

Agreement To Hold Separate

This Agreement to Hold Separate (the

‘‘Agreement’’) is by and between The Loewen

Group Inc. (‘‘Loewen Group’’), a corporation

organized and existing under 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; Loewen

Bropu International, Inc. (‘‘Loewen Group

International’’), a wholly-owend subsidiary

of Loewen Group, which is a corporation

organized and existing under 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; and the Federal Trade Commission

(the ‘‘Commission’’), an independent agency

of the United States Government, established

under the Federal Trade Commission Act of

1914, as amended, 15 U.S.C. 41, et seq.

(collectively, the ‘‘Parties’’).

Premises

Whereas, on or about January 26, 1993,

Loewen Group through its wholly-owned

subsidiary Loewen Group International

entered into an Agreement with Heritage

Family Funeral Services, Inc. (‘‘Heritage’’) in

which Loewen Group International agreed to

acquire Heritage (the ‘‘Acquisition’’); and

Whereas, both Heritage and Loewen Group

International own funeral establishments that

provide funerals to consumers; and

Whereas, the Commission is now

investigating the Acquisition to determine if

the Acquisition would violate any of the

statutes enforced by the Commission; and

Whereas, if the Commission accepts the

Agreement Containing Consent Order (the

‘‘Loewen/Heritage Consent Agreement’’), the

Commission must place the Loewen/Heritage

Consent Agreement on the public record for

public comment for a period of at least sixty

(60) days and may subsequently withtdraw

such acceptance pursuant to the provisions

of Section 2.34 of the Commission’s Rules;

and

Whereas, the Commission is concerned

that if an understanding is not reached

preserving the status quo ante and holding

separate the assets and business of the

Property to be Divested pursuant to

Paragraph II (hereinafter ‘‘Hold Separate

Assets’’) of the Loewen/Heritage Consent

Agreement and the order, once it is final

(‘‘Consent Order’’) until the divestiture

contemplated by the Consent Order has been

made, divestiture resulting from any

proceeding challenging the legality of the

Acquisition might not be possible or might be

less than an effective remedy; and

Whereas, the purposes of this Agreement,

the Loewen/Heritage Consent Agreement,

and the Consent Order are to:

(1) Preserve the Hold Separate Assets as a

viable independent business pending the

divestiture described in the Loewen/Heritage

Consent Agreement and Consent Order;

(2) Preserve the Commission’s ability to

require the divestiture of the funeral

establishment required by the Consent Order;

and

(3) Remedy any anticompetitive aspects of

the Acquisition; and

Whereas, Loewen Group’s and Loewen

Group International’s entering into this

Agreement shall in no way be construed as

an admission by Loewen Group and Loewen

Group International that the Acquisition is

illegal; and

Whereas, Loewen Group and Loewen

Group International understand that no act or

transaction contemplated by this Agreement

shall be deemed immune or exempt from the

provisions of the antitrust laws or the Federal

Trade Commission Act by reason of anything

contained in this Agreement.

Now, therefore, the Parties agree, upon the

understanding that the Commission has not

yet determined whether the Acquisition will

be challenged, and in consideration of the

Commission’s agreement that, at the time it

accepts the Consent Order for public

comment, it will grant early termination of

the Hart-Scott-Rodino waiting period, as

follows:

1. Loewen Group and Loewen Group

International agree to execute and be bound

by the attached Loewen/Heritage Consent

Agreement.

2. Loewen Group and Loewen Group

International shall hold the Hold Separate

Assets separate and apart from the date this

Agreement is accepted until the first to occur

of,

a. Three (3) business days after the

Commission withdraws its acceptance of the

Loewen/Heritage Consent Agreement

pursuant to the provisions of section 2.34 of

the Commission’s Rules; or

b. The day after the divestiture required by

the Consent Order is accomplished.

3. Loewen Group’s and Loewen Group

International’s obligation to hold the Hold

Separate Assets separate and apart shall be

on the following terms and conditions:

a. The Hold Separate Assets, as they are

presently constituted, shall be held separate
25676 Federal Register / Vol. 61, No. 100 / Wednesday, May 22, 1996 / Notices

and apart and shall be operated

independently of Loewen Group and Loewen

Group International except to the extent that

Loewen Group and Loewen Group

International must exercise direction and

control over the Hold Separate Assets to

assure compliance with this Agreement, the

Loewen/Heritage Consent Agreement, or the

Consent Order.

b. Except as provided herein and as is

necessary to assure compliance with this

Agreement, the Loewen/Heritage Consent

Agreement, and the Consent Order, Loewen

Group and Loewen Group International shall

not exercise direction or control over, or

influence directly or indirectly, the Hold

Separate Assets or any of their operations or

business.

c. Loewen Group and Loewen Group

International shall cause the Hold Separate

Assets to continue using their present name

and trade name, and shall maintain and

preserve the viability and marketability of the

Hold Separate Assets and shall not sell,

transfer, encumber (other than in the normal

course of business), or otherwise impair their

marketability or viability.

d. Loewen Group and Loewen Group

International shall refrain from taking any

actions that may cause any material adverse

change in the business or financial

conditions of the Hold Separate Assets.

e. Loewen Group and Loewen Group

International shall not change the

composition of the management of the Hold

Separate Assets, except that Loewen Group

and Loewen Group International shall have

the power to fill vacancies and remove

management for cause.

f. Loewen Group and Loewen Group

International shall maintain separate

financial and operating records and shall

prepare separate quarterly and annual

financial statements for the Hold Separate

Assets and shall provide the Commission

with such statements for the funeral

establishment within ten days of their

availability.

g. Except as required by law, and except to

the extent that necessary information is

exchanged in the course of evaluating the

Acquisition, defending investigations or

litigation, or negotiating agreements to

dispose of assets, Loewen Group and Loewen

Group International shall not receive or have

access to, or the use of, any of the Hold

Separate Assets’ ‘‘material confidential

information’’ not in the public domain,

except as such information would be

available to Loewen Group and Loewen

Group International in the normal course of

business if the Acquisition had not taken

place. Any such information that is obtained

pursuant to this subparagraph shall only be

used for the purpose set out in this

subparagraph. (‘‘Material confidential

information,’’ as used herein, means

competitively sensitive or proprietary

information not independently known to

Loewen Group and Loewen Group

International from sources other than

Heritage, and includes but is not limited to

pre-need customer lists, prices quoted by

suppliers, or trade secrets.)

h. All earnings and profits of the Hold

Separate Assets shall be held separately. If

necessary, Loewen Group and Loewen Group

International shall provide the Hold Separate

Assets with sufficient working capital to

operate at their current rate of operation.

i. Loewen Group and Loewen Group

International shall refrain from, directly or

indirectly, encumbering, selling, disposing

of, or causing to be transferred any assets,

property, or business of the Hold Separate

Assets, except that the Hold Separate Assets

may advertise, purchase merchandise and

sell or otherwise dispose of merchandise in

the ordinary course of business.

4. Should the Federal Trade Commission

seek in any proceeding to compel Loewen

Group and Loewen Group International to

divest themselves of the shares of Heritage

stock that they may acquire, or to compel

Loewen Group and Loewen Group

International to divest any assets or

businesses of Heritage that they may hold, or

to seek any other injunctive or equitable

relief, Loewen Group and Loewen Group

International shall not raise any objection

based upon the expiration of the applicable

Hart-Scott-Rodino Antitrust Improvements

Act waiting period or the fact that the

Commission has permitted the Acquisition.

Loewen Group and Loewen Group

International also waive all rights to contest

the validity of this Agreement.

5. For the purpose of determining or

securing compliance with this Agreement,

subject to any legally recognized privilege,

and upon written request with reasonable

notice to Loewen Group and Loewen Group

International made to their principal offices,

Loewen Group and Loewen Group

International shall make available to any

duly authorized representative or

representatives of the Commission:

a. All books, ledgers, accounts,

correspondence, memoranda, and other

records and documents in the possession or

under the control of Loewen Group and

Loewen Group International, for inspection

and copying during office hours and in the

presence of counsel; and

b. Upon five (5) days’ notice to Loewen

Group and Loewen Group International and

without restraint or interference from

Loewen Group or Loewen Group

International, officers or employees of

Loewen Group and Loewen Group

International, who may have counsel present,

for interviews regarding any such matters.

6. This agreement shall not be binding

until approved by the Commission.

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

proposed acquisition of Castlewood

Funeral Home, in Castlewood, Virginia.

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 nine (9) months of the date that

Loewen acquires Castlewood Funeral

Home, Loewen must divest Castlewood

Funeral Home.

Part III of the order provides for the

appointment of a trustee to accomplish

the divestiture required by the order if

Loewen fails to make a timely

divestiture.

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 Russell County, Virginia, or

within fifteen (15) miles of the Russell

County, Virginia, line.

Part V of the order requires Loewen to

provide periodic compliance reports

until the divestiture is 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.

Appendix I to the order is an

Agreement to Hold Separate in which

Loewen has agreed to hold separate and

preserve the assets of Castlewood

Funeral Home until Loewen divests the

home.

The purpose of this analysis is to

facilitate public comment on the

proposed order. It is not intended to

constitute an official interpretation of
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.