Federal Register / Vol. 66, No. 26 / Wednesday, February 7, 2001 / Notices 9339

1See Online Profiling: A Report to Congress (June

2000) (issued by a vote of 5–0, with Commissioner

Swindle concurring in part and dissenting in part),

available at http://www.ftc.gov/os/2000/06/

onlineprofilingreportjune2000.pdf; Online Profiling:

A Report to Congress, Part 2 (July 2000) (issued by

a vote of 4–1, with Commissioner Swindle

dissenting and Commissioner Leary concurring in

part and dissenting in part), available at http.//

www.ftc.gov/os/2000/07/onlineprofiling.htm.

Dated: February 2, 2001.

Elizabeth S. Woodruff,

Secretary to the Board, Federal Retirement

Thrift Investment Board.

[FR Doc. 01–3233 Filed 2–2–01; 4:56 pm]

BILLING CODE 6760–01–M

FEDERAL TRADE COMMISSION

Public Workshop: The Information

Marketplace: Merging and Exchanging

Consumer Data

AGENCY: Federal Trade Commission.

ACTION: Notice announcing public

workshop.

SUMMARY: The Federal Trade

Commission (‘‘Commission’’) has set

Tuesday, March 13, 2001 as the date for

a public workshop exploring how

businesses merge and exchange detailed

consumer information and how such

information is used commercially.

DATE & SCHEDULE: The workshop will be

held from 9:00 a.m. to 5:00 p.m. on

March 13, 2001 in the Commission

Meeting Room (432), 600 Pennsylvania

Avenue, NW., Washington, DC 20580.

Public sign-in will begin at 8:00 a.m.

The event is open to the public and no

advance registration is required. There

is no fee for attendance. In addition, the

workshop will be audiocast live over the

Internet. A detailed agenda and

additional information on the workshop

will be posted on the Commission’s web

site, www.ftc.gov. in advance of the

workshop.

FOR FURTHER INFORMATION: For questions

about the workshop, contact: Martha

Landesberg, telephone 202–326–2825, email mlandesberg@ftc.gov, or Allison

Brown, telephone 202–326–3079,

aibrown@ftc.gov. Both of the above staff

can be reached by mail at: Division of

Financial Practices, Federal Trade

Commission, 600 Pennsylvania Avenue,

NW., Washington, DC 20580.

SUPPLEMENTARY INFORMATION:

Background and Workshop Goals

In reports to Congress in June and July

2000, the Commission examined the

practices of third-party Internet

advertising networks engaged in ‘‘online

profiling’’ activities 1 These entities

collect information about consumers as

they surf across web sites to create

detailed profiles which include

information about consumers’ surfing

habits, and other personal and nonpersonal information, for the purpose of

sending targeted online advertising

messages to individual consumers.

Now, the Commission proposes to

explore how detailed consumer

profiles—i.e., compilations of

identifying information, preference

information, purchasing habits, and

other information relating to a particular

consumer—are created and used by

entities other than third-party Internet

advertising networks. In particular, the

Commission plans to consider whether

and how consumer profiles are created

through the merger and exchange of

data between companies, regardless of

whether the data at issue is collected or

used online or offline, and how such

profiles are used commercially. The goal

of the upcoming workshop is to educate

the Commission and the public about

current business practices and emerging

technologies.

Questions To Be Addressed

Among the questions that may be

addressed at the workshop are the

following:

∑ What kinds of consumer

information do businesses purchase, sell

or exchange to create profiles and what

are the sources of that information?

∑ Are there new technologies or

technical standards that may increase

the sharing of detailed consumer

information and do they include or

facilitate privacy protections?

∑ How does the merger and exchange

of detailed consumer data between

companies affect consumers?

∑ What types of notice have

businesses provided to consumers

regarding various kinds of data merger

and exchange activities?

∑ What business purposes are served

by the creation of consumer profiles

through the merger of a company’s

internal information about consumers

with information obtained from thirdparties?

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 01–3194 Filed 2–6–01; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 001 0086]

El Paso Energy Corp., et al.; Analysis

to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

Analysis to Aid Public Comment

describes both the allegations in the

draft complaint that accompanies the

consent agreement and the terms of the

consent order—embodied in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before February 28, 2001.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Ave., NW.,

Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

William Vigdor or John Weber, FTC/S–

2105, 600 Pennsylvania Ave., NW,

Washington, DC 20580. (202) 326–3177

or 326–2829.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

Commission Act, 38 Stat. U.S.C. 46 and

§ 2.34 of the Commission’s rules of

practice (16 CFR 2.34), notice is hereby

given that the above-captioned consent

agreement containing a consent order to

cease and desist, having been filed and

accepted, subject to final approval, by

the Commission, has been placed on the

public record for a period of thirty (30)

days. The following Analysis to Aid

Public Comment describes the terms of

the consent agreement, and the

allegations in the complaint. An

electronic copy of the full text of the

consent agreement package can be

obtained from the FTC Home Page (for

January 29, 2001), on the World Wide

Web, at http://www.ftc.gov/os/2001/01/

index.htm. A paper copy can be

obtained from the FTC Public Reference

Room, Room H–130, 600 Pennsylvania

Ave., NW., Washington, DC 20580,

either in person or by calling (2020)

326–3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Ave., NW., Washington, DC 20580. Two

paper copies of each comment should

be filed, and should be accompanied, if

possible, by 31/2 inch diskette

containing, and electronic copy of the

comment. Such comments or views will

be considered by the Commission and

will be available for inspection and

copying at its principal office in

accordance with § 4.9(b)(6)(ii) of the

Commission’s rule of practice (16 CFR

4.9(b0(6)(ii)).

9340 Federal Register / Vol. 66, No. 26 / Wednesday, February 7, 2001 / Notices

Analysis of the Complaint and

Proposed Consent Order to Aid Public

Comment

I. Introduction

The Federal Trade Commission

(‘‘Commission’’) has accepted for public

comment an Agreement Containing

Consent Orders and a proposed

Decision and Order (‘‘proposed Order’’)

with El Paso Energy Corporation (‘‘El

Pasoa’’), The Coastal Corporation

(‘‘Coastal’’), and Dominion Resources,

Inc. (‘‘Dominion’’). The proposed Order

seeks to remedy the anticompetitive

effects of El Paso’s acquisition of Coastal

by requiring El Paso and Coastal

(‘‘Respondents’’) to divest their interests

in ten pipelines and one pipeline yet to

be constructed. The divestitures are in

locations where the Respondents

already own additional pipelines and

their ownership of the pipelines to be

divested would likely injure

competition. Additionally, the proposed

Order seeks to remedy competition by

establishing a development fund to be

made available to the purchaser of the

Green Canyon and Tarpon pipelines for

the purpose of paying to construct

pipelines into a defined area of

competitive concern.

II. Description of the Parties and the

Proposed Acquisition

El Paso, a Delaware corporation, is

engaged in the transportation, gathering,

processing, and storage of natural gas;

the marketing of natural gas, power, and

other energy-related commodities;

power generation; the development and

operation of energy infrastructure

facilities worldwide, and the domestic

exploration and production of natural

gas and oil. El Paso owns or has

interests in more than 38,000 miles of

intrastate and intrastate natural gas

pipelines connecting the nation’s

principal natural gas supply to

consuming regions. In 1999, El Paso had

revenues of $106 billion and earnings of

$191 million, before interest and taxes.

Coastal, a Delaware corporation, is a

diversified energy and petroleum

products company. Coastal explores for,

produces, gathers, processes, transports,

stores, markets and sells natural gas

throughout the United States. It is also

engaged in refining, marketing, and

distributing petroleum products; coal

mining; and marketing power. Coastal

owns or has interest in more than

18,000 miles of natural gas pipelines

that serve the Rocky Mountain area, the

Midwest, the south central United

States, New York State, and other areas

of the northeastern United States. In

1999, Coastal reported revenues of $8.2

billion, and earnings of $996.1 million

before interest and taxes.

El Paso will acquire all of Coastal’s

common stock and the former Coastal

shareholders will, as a result, own

approximately 53% of El Paso’s voting

securities (‘‘proposed Acquisition’’).

The total dollar value of the transaction

(which includes about $6 billion in debt

and preferred securities) is estimated to

be $16 billion. The Respondents will

have an asset base of approximately

$31.5 billion.

III. The Complaint

The Complaint alleges that the

relevant line of commerce (i.e., the

product market) in which to analyze the

proposed Acquisition is the

transportation of natural gas via

pipeline. For many end users, there are

no substitutes for natural gas, and there

is no practical alternative to pipeline

transportation. The relevant market can

be further delinated by focusing on long

term firm transportation, which is a type

of natural gas transportation service

requiring the pipeline company to

guarantee for one year or more that it

will transport a specified daily quantity

of natural gas from one destination to

another, without interruption. Many

natural gas users cannot bear the risk of

interruption and, in areas where

pipeline capacity is constrained

periodically, these users must purchase

long term firm transportation. For these

customers, other pipeline services and

periodic resales of transportation by

holders of long term transportation

rights are not reasonably

interchangeable. Another relevant

market in which to analyze the effects

of the proposed Acquisition is the

provision of tailored services. Tailored

services allow users of natural gas to

balance their changes in natural gas

demand with their supply of natural gas

and transportation. Tailored services

include limited notice and no notice

service, and are typically sold in

conjunction with natural gas storage

services.

The Complaint further alleges that the

proposed Acquisition, if consummated,

will eliminate and direct competition

between the two companies in violation

of Section 5 of the FTC Act, as

amended, 15 U.S.C. 45, and Section 7 of

the Clayton Act, as amended, 15 U.S.C.

18, in the following 20 sections of the

country (i.e., the geographic markets):

(a) Central Florida, (b) metropolitan

areas of Buffalo, Rochester, Syracuse,

and Albany, New York; (c) the

metropolitan area of Milwaukee,

Wisconsin; (d) the metropolitan area of

Evansville, Indiana; and (e) 13 areas in

the Gulf of Mexico. The Complaint

alleges that each of these markets is

highly concentrated, and the acquisition

would substantially increase that

concentration. In each of the relevant

markets, pipelines owned by El Paso

and Coastal are two of the most

significant competitors. In some

instances, El Paso and Coastal are the

only two options available to customers,

and in other instances, they represent

two of three options. The merger not

only eliminates existing competition

between El Paso and Coastal pipelines

but also threatens to forestall potential

new competition as well. After the

proposed acquisition, with the

elimination of competition between El

Paso and Coastal, it is likely that prices

of transportation will increase and

output of transportation will be reduced

in the relevant markets, thereby

increasing the cost of electricity and

natural gas service.

The Complaint further alleges that

new entry into the relevant geographic

markets would not be likely, timely, or

sufficient to prevent or counteract these

anticompetitive effects and to prevent

the Respondents from maintaining a

price increase above pre-acquisition

levels. There are substantial barriers to

entering these markets, as building

additional pipelines to natural gas

production areas, to natural gas

consuming areas, to natural gas storage

fields, or outside the geographic market

is expensive and would take more than

two years. Major pipeline projects

require approval from the Federal

Energy Regulatory Commission, which

is likely to take three or four years. In

addition, it requires considerable time

for a new entrant to secure rights of

way, overcome landowner and

environmental hurdles, secure sufficient

advance commitments from customers,

and obtain regulatory approvals in the

face of opposition from competition.

IV. Terms of the Proposed Order

The proposed Order is designed to

remedy the alleged anticompetitive

effects of the proposed Acquisition.

Under the terms of the proposed Order,

the Respondents must, within twenty

days from the date upon which the

Commission places the proposed Order

on the public record, divest their

interests in: Gulfstream Natural Gas

System to Duke Energy and Williams

Gas Pipeline; the Empire pipeline to

Westcoast Energy; the Green Canyon

and Tarpon pipelines to Williams Field

Services; the Manta Ray, Nautilus, and

Nemo pipelines to Enterprise Products;

and the Stingray pipeline to Shell Gas

Transmission and Enterprise Products.

The Respondents must also divest their

interests in the Midwestern Gas

Federal Register / Vol. 66, No. 26 / Wednesday, February 7, 2001 / Notices 9341

Transmission pipeline (‘‘MGT’’) within

120 days of the date upon which the

Commission places the proposed Order

on the public record, UTOS by April 1,

2001, and the Iroquois pipeline within

90 days of the date upon which the

Commission places the proposed Order

on the public record.

The Commission is satisfied that the

acquirers identified in the proposed

Order are well-qualified acquirers and

will compete vigorously with the

Respondents. The Commission will

evalute additional proposed acquirers

for assets to be divested under the

proposed Order to make certain that

such acquirers will not prevent

competitive problems.

In connection with the divestiture of

their interests in the Empire, MGT,

Stingray, and UTOS pipelines, the

proposed Order requires the

Respondents to provide transitional

services to the purchaser of these

pipelines, at a reasonable fee, sufficient

to operate the assets. The Respondents

must provide these services for a period

of up to nine months. Also, in

connection with the divestiture of these

assets, the Order requires the

Respondents to give the acquirers an

opportunity to transfer applicable

employment relationships from either

Coastal or El Paso to each acquirer.

These provisions of the proposed Order

help assure that there will be a

successful and reasonably short

transition of the pipelines to the new

owners.

The proposed Order also contains

additional provisions with respect to the

divestiture of Gulfstream Natural Gas

System. Gulfstream Natural Gas System

is beginning to construct a 140-mile

natural gas pipeline that will originate

near Mobile Bay, Alabama; extend

across the Gulf of Mexico to the west

coast of Florida near Tampa; and extend

inland to various destinations in the

Florida peninsula. To ensure that the

pipeline meets its scheduled in-service

date of June 1, 2002, the proposed Order

requires Respondents to provide

consulting services, at a reasonable fee,

to the buyer of Gulfstream until June

2002. The proposed Order prohibits the

Respondents from acquiring any long

term firm capacity on Gulfstream

(except for their own end use) and from

disclosing or making available any

Gulfstream confidential information to

any person. The Respondents are further

prohibited from using any Gulfstream

confidential information, except to

provide consulting services to the buyer

of Gulfstream.

In connection with the divestiture of

the MGT pipeline, the proposed Order

requires the Respondents to include and

enforce a provision in the MGT

purchase and sale agreement that

requires the MGT acquirer to connect

MGT to the Guardian pipeline

(‘‘Guardian Interconnection’’). The

Respondents are prohibited by the

proposed Order from engaging in any

action, or failing to take any action, the

result of which would prevent, hinder,

or delay completion of the Guardian

Interconnection. Furthermore, the

proposed Order prohibits the

Respondents from engaging in any

unfair or deceptive practice that would

prevent, hinder, or delay construction of

the Guardian pipeline; and requires

Respondents to notify publicly the

Federal Energy Regulatory Commission

and the Public Service Commission of

Wisconsin if Respondents fund any

third-party effort to oppose the

Guardian pipeline. These provisions are

designed to ensure the effectiveness of

the Commission’s remedy. With regard

to the MGT divestiture, the Respondents

must divest MGT to a buyer approved

by the Commission within 120 days

from the date upon which the

Commission places the proposed Order

on the public record.

In connection with the divestiture of

its interests in the Iroquois pipeline, the

proposed Order prohibits Respondents

from divesting more than 8.72% of their

partnership interest in Iroquois pipeline

to Dominion Resources. This limitation

prevents Dominion Resources from

acquiring additional control or

influence over the Iroquois pipeline that

could be used to thwart competition.

The proposed Order also prohibits

Respondents from serving on any

committee of the Iroquois pipeline,

attending any meeting of any such

committee, or receiving any information

from the Iroquois pipeline not made

available to all shippers or to the public

at large. Furthermore, until the

Respondents are removed from the

Iroquois Management Committee, the

proposed Order requires that the

Respondents’ vote be case in favor of

expansion, if such a vote should arise.

The Respondents are also deemed, by

proposed Order, to vote to create

unanimity when unanimous action is

required within a voting bloc in order to

cast that bloc’s vote. These provisions

prevent the Respondents from gaining

access to competitively sensitive

information that could be used to

prevent competition between

Respondents and the Iroquois pipeline,

and keep the Respondents from limiting

the ability of the Iroquois pipeline to

expand in the Albany market.

The proposed Order also requires that

the Respondents to create a fund to

encourage expansions of the Tarpon and

Green Canyon pipelines by providing

$40 million, within ten days from the

date of the divestiture of the Tarpon and

Green Canyon pipelines, to be deposited

in an interest-bearing account. The

Tarpon and Green Canyon pipelines

will be permitted to use the fund to pay

the direct costs of constructing a natural

gas pipeline or related facility that

originates at any pipeline owned by the

Green Canyon and Tarpon acquirer, and

which extends to a location within a

specified area. The fund will ensure that

competition is maintained by allowing

the Tarpon and Green Canyon acquirer

to extend its pipelines into an area of

competitive concern and to compete

against the Respondents in that area.

Without this fund competition would be

reduced and the Tarpon and Green

Canyon acquirer would be at a

competitive disadvantage due to the

longer distance between the acquiring

firm’s pipelines and the areas of

concern. Any money remaining in the

fund after twenty years will be paid to

Respondent El Paso.

The proposed Order further requires

that the Respondents assist the acquires

of the Gulfstream, Empire, Iroquois,

MGT, Green Canyon, Tarpon, Nautilus,

Manta Ray, Nemo, Stingray, and UTOS

pipelines in obtaining any approval,

consent, ratification, waiver, or other

authorization (including governmental)

that is or will become necessary to

complete the divestitures required by

the proposed Order.

Additionally, for a period of 10 years

after the proposed Order becomes final,

the Respondents must provide written

notice to the Commission prior to

acquiring any interest in any of the

assets which are required to be divested

by the proposed Order. The proposed

Order also prohibits the Respondents

from entering into any agreement to

acquire any rights to long term firm

transportation on the Gulfstream,

Empire, or MGT pipelines from the date

Respondents sign the Agreement

Containing Consent Orders until

Respondents have divested the

applicable pipeline. After that date, and

for a period of ten years, Respondents

must provide advance written

notification before entering into an

agreement to purchase long term firm

transportation greater than 100,000

dekatherms per day on either the

Empire or MGT pipeline. There is an

exception to these restrictions where the

purchase of the transportation is for the

Respondents’ own end use.

Furthermore, the Respondents must

provide the Commission with a report of

compliance with the proposed Order

within 60 days after the proposed Order

becomes final, annually thereafter until

9342 Federal Register / Vol. 66, No. 26 / Wednesday, February 7, 2001 / Notices

the order terminates, and at other times

as the Commission may require.

The parties will also be subject to an

‘‘Order to Maintain Assets,’’ to be issued

by the Commission. Under the Order to

Maintain Assets, between the date the

Respondents sign the Agreement

Containing Consent Orders and the date

of divestiture of the applicable asset, the

Respondents must maintain the assets to

be divested in substantially the same

condition as existing on the date the

Respondents signed the Agreement

Containing Consent Orders; use their

best efforts to keep available the services

of current personnel relating to the

assets to be divested and to maintain the

relations and good will of those entities

which have business relationships with

the assets to be divested; and preserve

the assets to be divested intact as an

ongoing business. Under the Order to

Maintain Assets, the Respondents must

also provide the acquirers of the assets

to be divested an opportunity to transfer

employment relationships from the

Respondents to the acquirers. In

addition, the Order to Maintain Assets

imposes several obligations on the

Respondents which are also imposed by

he proposed Order and which are

mentioned earlier in this notice.

Further, Dominion Resources, which

already owns 16% of the Iroquois

pipeline, has been made a party to the

proposed Order for the purposes of

requiring it to provide the Commission

with advance written notification before

increasing its interest in the Iroquois

pipeline.

Finally, under the terms of the

proposed Order, in the event that El

Paso does not divest the assets required

to be divested under the terms and time

constraints of the proposed Order, the

Commission may appoint a trustee to

divest those assets, expeditiously, and at

no minimum price. The proposed Order

also authorizes the Commission to

appoint a Monitor Trustee to oversee the

Development Fund by ensuring that

those funds are used in a manner

consistent with the terms of the

proposed Order.

V. Opportunity for Public Comment

The proposed Order has been placed

on the public record for 30 days for

receipt of comments by interested

persons. Comments received during this

period will become part of the public

record. After 30 days, the Commission

will again review the proposed Order

and the comments received and will

decide whether it should withdraw from

the proposed Order or make it final. By

accepting the proposed Order subject to

final approval, the Commission

anticipates that the competitive

problems alleged in the Complaint will

be resolved. The purpose of this

analysis is to invite public comment on

the proposed Order, including the

proposed divestitures, to aid the

Commission in its determination of

whether to make the proposed Order

final. This Analysis is not intended to

constitute an official interpretation of

the proposed Order, nor is it intended

to modify the terms of the proposed

Order in any way.

By direction of the Commission.

Donald S. Clark,

Secretary.

[FR Doc. 01–3190 Filed 2–06–01; 8:45 am]

BILLING CODE 6750–01–M

FEDERAL TRADE COMMISSION

[File No. 001–0172]

Entergy Corporation, et al., Analysis to

Aid Public Comment

AGENCY: Federal Trade Commission

ACTION: Proposed Consent Agreement.

SUMMARY: The consent agreement in this

matter settles alleged violations of

federal law prohibiting unfair or

deceptive acts or practices or unfair

methods of competition. The attached

Analysis to Aid Public Comment

describes both the allegations in the

complaint that accompanies the consent

agreement and the terms of the consent

order—embodied in the consent

agreement—that would settle these

allegations.

DATES: Comments must be received on

or before March 2, 2001.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 600 Pennsylvania Ave., NW.,

Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:

William Vigdor, Frank Lipson or Anne

Schenof, FTC/S–2105, 600 Pennsylvania

Ave., NW., Washington, DC 20580. (202)

326–3177, 326–2617 or 326–2031.

SUPPLEMENTARY INFORMATION: Pursuant

to section 6(f) of the Federal Trade

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

46 and § 2.34 of the Commission’s rules

of practice (16 CFR 2.34), notice is

hereby given that the above-captioned

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted by the

Commission, has been placed on the

public record for a period of thirty (30)

days. The following Analysis to Aid

Public Comment describes the terms of

the consent agreement, and the

allegations in the complaint. An

electronic copy of the full text of the

consent agreement package can be

obtained from the FTC Home Page (for

January 31, 2001), on the World Wide

Web, at ‘‘http://www.ftc.gov/os/2001/

01/index.htm.’’ A paper copy can be

obtained from the FTC Public Reference

Room, Room H–130, 600 Pennsylvania

Avenue, NW., Washington, DC 20580,

either in person or by calling (202) 326–

3627.

Public comment is invited. Comments

should be directed to: FTC/Office of the

Secretary, Room 159, 600 Pennsylvania

Ave., NW., Washington, DC 20580. Two

paper copies of each comment should

be filed, and should be accompanied, if

possible, by a 31⁄2 inch diskette

containing an electronic copy of the

comment. 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)).

Analysis of the Complaint and Consent

Order To Aid Public Comment

I. Introduction

The Federal Trade Commission has

accepted for public comment an

Agreement Containing Consent Order

(‘‘Consent Agreement’’) with Entergy

Corporation and Entergy-Koch, LP

(‘‘EKLP’’), a limited partnership owned

equally by Entergy and Koch Industries,

Inc., and has issued a Complaint and the

Decision and Order (‘‘Order’’) contained

in the Consent Agreement. The Order

seeks to remedy the anticompetitive

effects of EKLP’s acquisition from Koch

of the Gulf South Pipeline Company, LP

(formerly the Koch Gateway Pipeline

Company and referred to herein as

‘‘Gulf South’’). As a result of this

acquisition, Entergy will own 50 percent

of the Gulf South pipeline, a major

natural gas pipeline serving Entergy’s

regulated utilities in Louisiana and

Mississippi. The Order requires Entergy

to adopt an open-solicitation process for

its purchase of natural gas and gas

transportation. Adoption of these

measures will avoid affiliate bias in

Entergy’s purchase of gas supplies and

the resulting higher energy prices.

II. Description of the Parties and the

Proposed Joint Venture

Entergy, a Delaware corporation, is

engaged in the generation, transmission,

and distribution of electricity. Entergy

provides retail electric service to

customers in portions of Arkansas,

Louisiana, Mississippi, and Texas.

Entergy also owns the local natural gas

distribution utility in New Orleans and

Baton Rouge, Louisiana. In 1999,