Federal Register / Vol. 66, No. 249 / Friday, December 28, 2001 / Notices 67253

Washington, DC offices of the

Commission, 800 North Capitol Street,

NW., Room 940. Interested parties may

submit comments on an agreement to

the Secretary, Federal Maritime

Commission, Washington, DC 20573,

within 10 days of the date this notice

appears in the Federal Register.

Agreement No.: 011528–020.

Title: Japan-United States Eastbound

Freight Conference.

Parties:

American President Lines, Ltd.

Hapag-Lloyd Container Line GmbH

Kawasaki Kisen Kaisha, Ltd.

Mitsui O.S.K. Lines, Ltd.

A. P. Moller-Maersk Sealand

Nippon Yusen Kaisha

Orient Overseas Container Line

Limited

P & O Nedlloyd B.V.

P & O Nedlloyd Limited

Wallenius Wilhelmsen Lines A.S.

Synopsis: The proposed agreement

modification extends the suspension of

the conference for another six-month

period, until July 31, 2002.

Agreement No.: 011784.

Title: Indamex/TSA Bridging

Agreement.

Parties: The Indamex Agreement, and

The Transpacific Stabilization

Agreement.

Synopsis: The proposed agreement

authorizes the parties and their member

lines to exchange information and to

discuss and reach non-binding

agreement on various matters including

rates, charges, rules, and equipment in

the trade from India, Pakistan,

Bangladesh, and Sri Lanka to the United

States East Coast. The agreement does

not authorize common tariffs or service

contracts, but does authorize the parties

to discuss and agree on voluntary

guidelines related to service contracts.

Agreement No.: 200233–011.

Title: Packer Avenue Lease and

Operating Agreement.

Parties: Philadelphia Regional Port

Authority, and Astro Holdings, Inc.

Synopsis: The proposed amendment

extends the agreement through June 1,

2002.

Dated: December 21, 2001.

By Order of the Federal Maritime

Commission.

Bryant L. VanBrakle,

Secretary.

[FR Doc. 01–31953 Filed 12–27–01; 8:45 am]

BILLING CODE 6730–01–P

FEDERAL RESERVE SYSTEM

Change in Bank Control Notices;

Acquisition of Shares of Bank or Bank

Holding Companies

The notificants listed below have

applied under the Change in Bank

Control Act (12 U.S.C. 1817(j)) and

§ 225.41 of the Board’s Regulation Y (12

CFR 225.41) to acquire a bank or bank

holding company. The factors that are

considered in acting on the notices are

set forth in paragraph 7 of the Act (12

U.S.C. 1817(j)(7)).

The notices are available for

immediate inspection at the Federal

Reserve Bank indicated. The notices

also will be available for inspection at

the office of the Board of Governors.

Interested persons may express their

views in writing to the Reserve Bank

indicated for that notice or to the offices

of the Board of Governors. Comments

must be received not later than January

10, 2002.

A. Federal Reserve Bank of Atlanta

(Cynthia C. Goodwin, Vice President)

1000 Peachtree Street, N.E., Atlanta,

Georgia 30309–4470:

1. Estate of Oscar W. Roberts, Jr.,

Carrollton, Georgia; Louise T. Roberts,

Carrollton, Georgia; Antoinette Roberts

Goodrich; Marion, Virginia; Heather

Roberts, Carrollton, Georgia; Oscar W.

Roberts, III; Cleveland, Georgia; Helen

T. Roberts, Atlanta, Georgia; Alfred F.

Goodrich, Carrollton, Georgia; Bonita J.

Roberts; Carrollton, Georgia; Oscar W.

Roberts, IV, Carrollton, Georgia; Eleanor

R. Goodrich, Carrollton, Georgia;

Thomas T. Richards, Carrollton,

Georgia; J. Patrick Malloy, Carrollton,

Georgia; Sally A. Bobick, Carrollton,

Georgia; Mary A. Maierhoffer,

Carrollton, Georgia; Cornelia S.

Richards, Carrollton, Georgia; Margaret

R. Bass, Albany, Georgia; Cornelia L.

Richards, New York, New York;

Margaret R. Bass Trust, Carrollton,

Georgia; Cornelia L. Richards Trust,

Carrollton, Georgia; Estate of H.W.

Richards, Carrollton, Georgia; Joe W.

Walker, Carrollton, Georgia; Jan W.

Walker, Carrollton, Georgia; Katherine

M. Chewning, Carrollton, Georgia;

Nicholas C. Walker, Carrollton, Georgia;

Katherine R. Walker, Carrollton,

Georgia; Wanda W. Calhoun, Carrollton,

Georgia; Madeline A. Chewning,

Carrollton, Georgia; Whitney L. Walker,

Carrollton, Georgia; Greg W. Walker,

Carrollton, Georgia; H. Frederick

Walker, Carrollton, Georgia ; and Ross

A. Chewning, Carrollton, Georgia; all to

retain voting shares of WGNB Corp.,

Carrollton, Georgia, and thereby

indirectly retain voting shares of West

Georgia National Bank of Carrollton,

Carrollton, Georgia.

Board of Governors of the Federal Reserve

System, December 20, 2001.

Robert deV. Frierson,

Deputy Secretary of the Board.

[FR Doc. 01–31876 Filed 12–27–01; 8:45 am]

BILLING CODE 6210–01–S

FEDERAL RESERVE SYSTEM

Formations of, Acquisitions by, and

Mergers of Bank Holding Companies

The companies listed in this notice

have applied to the Board for approval,

pursuant to the Bank Holding Company

Act of 1956 (12 U.S.C. 1841 et seq.)

(BHC Act), Regulation Y (12 CFR Part

225), and all other applicable statutes

and regulations to become a bank

holding company and/or to acquire the

assets or the ownership of, control of, or

the power to vote shares of a bank or

bank holding company and all of the

banks and nonbanking companies

owned by the bank holding company,

including the companies listed below.

The applications listed below, as well

as other related filings required by the

Board, are available for immediate

inspection at the Federal Reserve Bank

indicated. The application also will be

available for inspection at the offices of

the Board of Governors. Interested

persons may express their views in

writing on the standards enumerated in

the BHC Act (12 U.S.C. 1842(c)). If the

proposal also involves the acquisition of

a nonbanking company, the review also

includes whether the acquisition of the

nonbanking company complies with the

standards in section 4 of the BHC Act

(12 U.S.C. 1843). Unless otherwise

noted, nonbanking activities will be

conducted throughout the United States.

Additional information on all bank

holding companies may be obtained

from the National Information Center

website at www.ffiec.gov/nic/.

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 January 22,

2002.

A. Federal Reserve Bank of Atlanta

(Cynthia C. Goodwin, Vice President)

1000 Peachtree Street, N.E., Atlanta,

Georgia 30309–4470:

1. South Alabama Bancorporation,

Inc., Mobile, Alabama; to merge with

Gulf Coast Community Bancshares, Inc.,

Wewahitchka, Florida, and thereby

indirectly acquire Wewahitchka State

Bank, Wewahitchka, Florida.

B. Federal Reserve Bank of St. Louis

(Randall C. Sumner, Vice President) 411

67254 Federal Register / Vol. 66, No. 249 / Friday, December 28, 2001 / Notices

Locust Street, St. Louis, Missouri

63166–2034:

1. Hardin County Bancorp, Inc.,

Rosiclare, Illinois; to become a bank

holding company by acquiring 100

percent of the voting shares of State

Bank of Rosiclare, Rosiclare, Illinois.

Board of Governors of the Federal Reserve

System, December 20, 2001.

Robert deV. Frierson,

Deputy Secretary of the Board.

[FR Doc. 01–31875 Filed 12–27–01; 8:45 am]

BILLING CODE 6210–01–S

FEDERAL TRADE COMMISSION

Remedial Use of Disgorgement

AGENCY: Federal Trade Commission

(FTC or Commission).

ACTION: Notice; request for comments.

SUMMARY: The Commission is requesting

comments on the use of disgorgement as

a remedy for violations of the HartScott-Rodino (HSR) Act, FTC Act and

Clayton Act.

DATES: Comments must be received by

March 1, 2002.

ADDRESSES: Public comments are

invited, and may be filed with the

Commission in either paper or

electronic form. An original and one (1)

copy of any comments filed in paper

form should be submitted to the

Document Processing Section, Office of

the Secretary, Room 159–H, Federal

Trade Commission, 600 Pennsylvania

Avenue, NW., Washington, DC 20580. If

a comment contains nonpublic

information, it must be filed in paper

form, and the first page of the document

must be clearly labeled ‘‘confidential.’’

Comments that do not contain any

nonpublic information may instead be

filed in electronic form (in ASCII

format, WordPerfect, or Microsoft Word)

as part of or as an attachment to email

messages directed to the following email

box: disgorgementcomment@ftc.gov.

FOR FURTHER INFORMATION CONTACT: John

Graubert, Office of General Counsel,

FTC, 600 Pennsylvania Avenue, NW.,

Washington, DC 20580, (202) 326–2186,

jgraubert@ftc.gov.

SUPPLEMENTARY INFORMATION: The

Commission has considerable

experience with the use of monetary

equitable remedies in consumer

protection cases. In contract, the

Commission has considered

disgorgement or other forms of

monetary equitable relief in fewer

competition matters and obtained

disgorgement in two recent matters, FTC

v. Mylan Laboratories, et al. and FTC v.

The Hearst Trust et al. The Commission

accordingly solicits comments on the

factors the Commission should consider

in applying this remedy and how

disgorgement should be calculated. The

Commission is not re-examining its

statutory authority to seek disgorgement

or other monetary equitable relief in

competition cases.

Comments may address any or all of

the following questions. However, other,

related comments are also welcome:

1. Are there particular violations of

the Clayton Act, the HSR Act, the

competition provisions of the FTC Act,

or final orders of the Commission in

competition cases where disgorgement

would be especially appropriate or, in

contrast, less useful? Should the resort

to disgorgement depend on whether, in

conjunction with an HSR Act violation

or order violation, the underlying

transaction or conduct constitutes an

illegal acquisition under section 7 of the

Clayton Act, or constitutes

monopolization or attempted

monopolization under section 5 of the

Federal Trade Commission Act?

2. How should the Commission

calculate the amount of disgorgement

appropriate for particular law violations

under each of the statutes? For example,

if the Commission sought disgorgement

for violations of the HSR Act, how

should disgorgement be calculated

when the unlawful gain includes (or

consists solely of) tax savings, stock

market profits, or other gain not directly

related to antitrust injury? Should

disgorgement be calculated to remove

all profits earned from the acquisition,

all profits attributable to antitrust harm,

or some other approach? How should

the Commission assess benefits obtained

in an unlawful acquisition, or other

transaction, that do not flow directly

from immediate injury to customers,

e.g., where the violator reduces its

investments in future technology

because of a reduction in the

competition it faces? Is the approach

used to calculate disgorgement in S.E.C.

v. First City Financial Corporation, Ltd.,

890 F.2d 1215 (D.C. Cir. 1989),

appropriate for the Commission’s use?

3. What other factors should the

Commission consider in determining

whether to seek disgorgement? How

should the Commission weight and

what is the relevance to the Commission

of the following factors in determining

whether to seek disgorgement: (i) The

impact that seeking such a remedy may

have on other aspects of any settlement

negotiations, e.g., delay in obtaining

divestiture or other structural relief; (ii)

the adequacy of other forms of relief

(including civil penalties); (iii) the

egregiousness of the conduct at issue;

(iv) the extent of harm to the market

generally or to indirect purchasers who

may be unable to pursue a claim; (v) the

ability of an affected party to secure

relief independently of the Commission,

e.g., by private actions; (vi) the

advantages or disadvantages of litigation

in federal court rather than in an

administrative proceeding; and (vii) the

possible tradeoff between addressing

past harm more thoroughly (through

disgorgement) and an interest in

obtaining relief quickly (through a

conduct or structural remedy) so as to

limit the effects of a continuing

violation?

4. Should pending or potential private

litigation, actions by state attorneys

general, or civil or criminal prosecution

by the Antitrust Division of the

Department of Justice, affect the

Commission’s decision to seek

disgorgement? Is this decision any

different from the Commission’s

decision to seek other equitable relief,

e.g., divestiture, in cases where other

related private or public litigation exists

or its possible? Will Commission

disgorgement claims encourage or

discourage the decision of private

parties or states to bring or continue

litigation, or settlement negotiations, in

such cases? If so, what would the

ultimate effect on consumer welfare be

under each such scenario?

5. In light of the fact that

disgorgement and restitution have

distinct theoretical underpinnings and

equitable rationales, are there

circumstances in competition cases in

which one or the other of these

remedies is more appropriate? What are

the considerations that should inform

such decisions?

6. When and how should

disgorgement funds recovered by the

Commission be distributed as restitution

when there is parallel private litigation?

For example, should any recovery of

disgorgement or restitution by the

Commission affect the calculation of or

be used to pay attorney’s fees in parallel

litigation, and, if so, in what way? In

any restitution program, how should

direct and indirect purchasers be

treated? How should the Commission

proceed if its own action and parallel

private action are not consolidated

before a single judge?

The Commission is also interested in

learning about parties’ experiences in

analogous circumstances involving

disgorgement with other federal or state

agencies and in other enforcement areas.

By direction of the Commission.