[Federal Register Volume 59, Number 242 (Monday, December 19, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-31129]


[[Page Unknown]]

[Federal Register: December 19, 1994]


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FEDERAL TRADE COMMISSION
[Dkt. 9266]

 

Red Apple Companies, Inc., et al.; Proposed Consent Agreement 
With Analysis To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: In settlement of alleged violations of federal law prohibiting 
unfair acts and practices and unfair methods of competition, this 
consent agreement, accepted subject to final Commission approval, would 
require, among other things, three New York-based companies and their 
officer to divest six supermarkets, within 12 months, to a Commission-
approved acquirer or acquirers. If the respondents fail to satisfy the 
divestiture requirements, the proposed order would permit the 
Commission to appoint a trustee to divest supermarkets to satisfy the 
terms of the order. The consent agreement also would prohibit the 
respondents, for ten years, from acquiring, without prior Commission 
approval, any supermarket or any interest in an entity that owns or 
operates a supermarket in New York County south of 116th Street. In 
addition, the respondents, for ten years, would be prohibited from 
entering into or enforcing any agreement that restricts the ability of 
any person acquiring any supermarket owned or operated by any 
respondent in New York County south of 116th Street.

DATES: Comments must be received on or before February 17, 1995.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 6th St. and Pa. Ave., NW., Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT:
Ronald Rowe, FTC/S-2105, Washington, DC 20580. (202) 326-2610.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Sec. 3.25(f) of 
the Commission's rules of practice (16 CFR 3.25(f)), 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 Sec. 4.9(b)(6)(ii) of the Commission's rules of 
practice (16 CFR 4.9(b)(ii)).

Agreement Containing Consent Order To Divest and to Cease and Desist

    In the matter of Red Apple Companies, Inc., a corporation; John 
A. Catsimatidis, an individual; Supermarket Acquisition Corp., a 
corporation; and Designcraft Industries, Inc. (d/b/a Sloan's 
Supermarkets, Inc.), a corporation. Docket No. 9266.

    The agreement herein, by and between Red Apple Companies, Inc. 
(``Red Apple''), a corporation, John A. Catsimatidis, an individual, 
Supermarket Acquisition Corporation (``SAC''), a corporation, and 
Sloan's Supermarkets, Inc. (a/k/a Designcraft Industries, Inc.) 
(``SSI''), a corporation, by their duly authorized officers, hereafter 
sometimes referred to as ``respondents,'' and their attorney, and 
counsel for the Federal Trade Commission, is entered into in accordance 
with the Commission's rule governing consent order procedures. In 
accordance therewith the parties hereby agree that:
    1. Respondent Red Apple is a corporation organized, existing and 
doing business under and by virtue of the laws of the State of New 
York, with its executive offices located at 823 Eleventh Avenue, New 
York, New York 10019-3535.
    2. Respondent John A. Catsimatidis is the Chairman, Chief Executive 
Officer, and sole shareholder of Red Apple Companies, Inc., and 
Chairman, Chief Executive Officer, Treasurer, and the largest 
shareholder of Sloan's Supermarkets, Inc., with his office and 
principal place of business at 823 Eleventh Avenue, New York, New York 
10019-3535.
    3. Respondent SAC is a corporation organized, existing and doing 
business under and by virtue of the laws of the State of New York, with 
its executive offices located at 823 Eleventh Avenue, New York, New 
York 10019-3535.
    4. Respondent SSI is a corporation organized, existing and doing 
business under and by virtue of the laws of the State of Delaware, with 
its executive offices located at 823 Eleventh Avenue, New York, New 
York 10019-3535.
    5. Respondents have been served with a copy of the complaint issued 
by the Federal Trade Commission charging them with violation of section 
7 of the Clayton Act, as amended, 15 U.S.C. 18, and section 5 of the 
Federal Trade Commission Act, as amended, 15 U.S.C. 45, and have filed 
an answer to said complaint denying said charges.
    6. Respondents admit all the jurisdictional facts set forth in the 
Commission's complaint in this proceeding.
    7. Respondents waive:
    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.
    8. 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 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 the 
respondents, in which event it will take such action as it may consider 
appropriate, or issue and serve its decision, in disposition of the 
proceeding.
    9. This agreement is for settlement purposes only and does not 
constitute an admission by respondents that the law has been violated 
as alleged in the complaint, or that the facts as alleged in the 
complaint, other than jurisdictional facts, are true.
    10. 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 Sec. 3.25(f) of the 
Commission's rules, the Commission may without further notice to 
respondents, (1) issue 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 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 respondents' addresses as stated in 
this agreement shall constitute service. Respondents waive any right 
they might 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 in the agreement may be used to vary or to contradict the 
terms of the order.
    11. Respondents have read the complaint and the order contemplated 
hereby. They understand that once the order has been issued, they will 
be required to file one or more compliance reports showing that they 
have fully complied with the order. Respondents further understand that 
they 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. ``Commission'' means the Federal Trade Commission.
    B. ``Red Apple'' means Red Apple Companies, Inc., its parents, 
predecessors, subsidiaries, divisions, groups and affiliates (including 
Red Apple Supermarkets, Inc., Gristede's Supermarkets, Inc., and 
Supermarket Acquisition Corp.), and their directors, officers, 
employees, agents, partners, and representatives (including John A. 
Catsimatidis), and their respective successors or assigns.
    C. ``John A. Catsimatidis'' means John A. Catsimatidis, an 
individual and Chairman and Chief Executive Officer of Red Apple 
Companies, Inc., and Chairman, Chief Executive Officer, and Treasurer 
of Sloan's Supermarkets, Inc. (a/k/a Designcraft Industries, Inc.).
    D. ``SAC'' means Supermarket Acquisition Corp., its parents, 
predecessors, subsidiaries, divisions, groups and affiliates, and their 
directors, officers, employees, agents, partners, and representatives, 
and their respective successors or assigns.
    E. ``SSI'' means Sloan's Supermarkets, Inc. (a/k/a Designcraft 
Industries, Inc.), its parents, predecessors, subsidiaries, divisions, 
groups and affiliates, and their directors, officers, employees, 
agents, partners, and representatives, and their respective successors 
or assigns.
    F. ``Respondents'' mean Red Apple, John A. Catsimatidis, SAC, and 
SSI.
    G. ``Assets to be divested'' means the assets described in 
Paragraphs II. A. and II. B. of this order.
    H. ``Supermarket'' means a full-line retail grocery store that 
carries a wide variety of food and grocery items in particular product 
categories, including bread and dairy products; refrigerated and frozen 
food and beverage products; fresh and prepared meats and poultry; 
produce, including fresh fruits and vegetables; shelf-stable food and 
beverage products, including canned and other types of packaged 
products; staple foodstuffs, which may include salt, sugar, flour, 
sauces, spices, coffee, and tea; and other grocery products, including 
nonfood items such as soaps, detergents, paper goods, other household 
products, and health and beauty aids.
II
    It is further ordered that respondents shall divest six 
supermarkets in the following manner:
    A. Respondents shall divest, absolutely and in good faith, within 
twelve months from the date this order becomes final, four of the 
following listed supermarkets, with one supermarket located in each of 
the four areas identified below within New York County, New York:
    1. Upper East Side:
    a. Sloan's located at 1407 Lexington Avenue (store no. 425);
    b. Sloan's located at 1343-1347 Lexington Avenue (store no. 437); 
or
    c. Gristede's located at 1356 Lexington Avenue (store no. 52).
    2. Upper West Side:
    a. Sloan's located at 530-34 Amsterdam Avenue (store no. 435); or
    b. Gristede's located at 251 West 86th Street/2361 Broadway (store 
no. 56).
    3. Chelsea:
    a. Gristede's located at 188 Ninth Avenue (store no. 441, formerly 
under the Sloan's trade name) or the nearest alternate supermarket 
owned or operated by any respondent.
    4. Greenwich Village:
    a. Sloan's located at 585 Hudson Street (store no. 410) or the 
nearest alternate supermarket owned or operated by any respondent; or
    b. Gristede's located at 25 University Place (store no. 82) or the 
nearest alternate supermarket west of Broadway owned or operated by any 
respondent.
    The assets to be divested shall consist of the grocery business 
operated, and all assets, leases, properties, business and goodwill, 
tangible and intangible, utilized in the distribution or sale of 
groceries at the listed locations that are divested.
    B. Respondents shall also divest, absolutely and in good faith, 
within twelve months from the date this order becomes final, two of the 
following listed supermarkets, with one supermarket from one area 
identified below within New York County, New York, and the other 
supermarket from a different area identified below within New York 
County, New York:
    1. Upper East Side:
    In addition to one of the three Upper East Side supermarkets listed 
in Paragraph II.A.1., either one other supermarket listed in Paragraph 
II.A.1., or one of the following:
    a. Sloan's located at 1245 Park Avenue (store no. 38, formerly 
under the Red Apple trade name);
    b. Gristede's located at 205 East 96th Street (store no. 98);
    c. Gristede's located at 350 East 86th Street (store no. 50);
    d. Sloan's located at 1668 Second Avenue (store no. 434);
    e. Gristede's located at 1644 York Avenue (store no. 53); or
    f. Sloan's located at 1637 York Avenue (store no. 507).
    2. Upper West Side:
    In addition to one of the two Upper West Side supermarkets listed 
in Paragraph II.A.2., either one other supermarket listed in Paragraph 
II.A.2., or the following:
    a. a supermarket owned or operated by any respondent and located 
within four blocks of either of the two supermarkets listed in 
Paragraph II. A. 2.
    3. Greenwich Village:
    In addition to one of the four Greenwich Village supermarkets 
listed in Paragraph II. A. 4., either one other supermarket listed in 
Paragraph II. A. 4., or one of the following:
    a. Gristede's located at 77 Seventh Avenue (store no. 37) or the 
nearest alternate supermarket owned or operated by any respondent; or
    b. Gristede's located at 311 Bleecker Street (store no. 83) or the 
nearest alternate supermarket owned or operated by any respondent.
    The assets to be divested shall consist of the grocery business 
operated, and all assets, leases, properties, business and goodwill, 
tangible and intangible, utilized in the distribution or sale of 
groceries at the listed locations that are divested.
    C. Respondents shall divest the assets 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 of the assets to be divested 
is to ensure the continuation of the assets to be divested as ongoing, 
viable enterprises engaged in the supermarket business and to remedy 
the lessening of competition resulting from the acquisitions as alleged 
in the Commission's complaint.
    D. Pending divestiture of such assets to be divested to comply with 
Paragraphs II. and III. of this order, respondents shall take such 
actions as are necessary to maintain the viability and marketability of 
such assets to be divested to comply with Paragraphs II. and III. of 
this order and to prevent the destruction, removal, wasting, 
deterioration, or impairment of such assets to be divested to comply 
with Paragraphs II. and III. of this order except in the ordinary 
course of business and except for ordinary wear and tear.
III
    It is further ordered that:
    A. If respondents have not divested, absolutely and in good faith 
and with the Commission's prior approval, such assets to be divested to 
comply with Paragraph II. of this order within twelve months from the 
date this order becomes final, the Commission may appoint a trustee to 
divest any of the supermarkets listed in Paragraph II. (and all assets, 
leases, properties, business and goodwill, tangible and intangible, 
utilized in the distribution or sale of groceries at the listed 
locations) that are owned or operated by any respondent at the time of 
the appointment of the trustee in order to satisfy the requirements of 
Paragraph II. A. and II. B. of this order. In the event that the 
Commission or the Attorney General brings an action pursuant to section 
5(l) of the Federal Trade Commission Act, 15 U.S.C. 45(l), or any other 
statute enforced by the Commission, respondents 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 court-
appointed trustee, pursuant to section 5(l) of the Federal Trade 
Commission Act, or any other statute enforced by the Commission, for 
any failure by the respondents 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, respondents shall consent to the 
following terms and conditions regarding the trustee's powers, duties, 
authority, and responsibilities:
    1. The Commission shall select the trustee, subject to the consent 
of respondents, which consent shall not be unreasonably withheld. The 
trustee shall be a person with experience and expertise in acquisitions 
and divestitures. If respondents have not opposed, in writing, 
including the reasons for opposing, the selection of any proposed 
trustee within ten (10) days after written notice by the staff of the 
Commission to respondents of the identity of any proposed trustee, 
respondents 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 any of the 
supermarkets listed in Paragraph II (and all assets, leases, 
properties, business and goodwill, tangible and intangible, utilized in 
the distribution or sale of groceries at the listed locations) that are 
owned or operated by any respondent at the time of the appointment of 
the trustee in order to comply with Paragraph II. of this order.
    3. Within ten (10) days after appointment of the trustee, 
respondents shall execute a trust agreement that, subject to the prior 
approval of the Commission and, in the case of a court-appointed 
trustee, of the court, transfers to the trustee all rights and powers 
necessary to permit the trustee to effect the divestitures required by 
Paragraph II. of this order. Such trust agreement may include a 
confidentiality agreement.
    4. The trustee shall have twelve (12) months from the date the 
Commission or court approves the trust agreement described in Paragraph 
III. B. 3. to accomplish the divestitures, 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 achieved within a reasonable time, the 
divestiture period may be extended by the Commission, or, in the case 
of a court-appointed trustee, by the court; provided, however, the 
Commission may extend this 12-month period only one (1) time for one 
(1) year.
    5. The trustee shall have full and complete access to the 
personnel, books, records and facilities related to any of the 
supermarkets listed in Paragraph II. (and all assets, leases, 
properties, business and goodwill, tangible and intangible, utilized in 
the distribution or sale of groceries at the listed locations) or to 
any other relevant information, as the trustee may request. Respondents 
shall develop such financial or other information as such trustee may 
reasonably request and shall cooperate with the trustee. Respondents 
shall take no action to interfere with or impede the trustee's 
accomplishment of the divestitures. Any delays in divestiture caused by 
respondents 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, by the court.
    6. The trustee shall use his or her best efforts to negotiate the 
most favorable price and terms available in each contract that is 
submitted to the Commission, subject to respondents' 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, for any particular 
supermarket to be divested, from more than one acquiring entity, and if 
the Commission determines to approve more than one such acquiring 
entity for such supermarket, the trustee shall divest to the acquiring 
entity or entities selected by respondents from among those approved by 
the Commission.
    7. The trustee shall serve, without bond or other security, at the 
cost and expense of respondents, on such reasonable and customary terms 
and conditions as the Commission or a court may set. The trustee shall 
have the authority to employ, at the cost and expense of respondents, 
such consultants, accountants, attorneys, investment bankers, business 
brokers, appraisers, and other representatives and assistants as are 
necessary to carry out the trustee's duties and responsibilities. The 
trustee shall account for all monies derived from the sale 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 the respondents, and the trustee's power shall 
be terminated. The trustee's compensation shall be based at least in 
significant part on a commission arrangement contingent on the 
trustee's divesting the assets to be divested to satisfy Paragraph II. 
of this order.
    8. Respondents 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 or any 
claim, whether or not resulting in any liability, except to the extent 
that such liabilities, losses, damages, claims, or expenses result from 
misfeasance, gross negligence, willful or wanton acts, or bad faith by 
the trustee.
    9. If the trustee ceases to act or fails to act diligently, a 
substitute trustee shall be appointed in the same manner as provided in 
Paragraph III. A. of this order.
    10. The Commission or, in the case of a court-appointed trustee, 
the court, may on its own initiative or at the request of the trustee 
issue such additional orders or directions as may be necessary or 
appropriate to accomplish the divestiture required by this order.
    11. The trustee shall have no obligation or authority to operate or 
maintain the assets to be divested.
    12. The trustee shall report in writing to respondents and the 
Commission every ninety (90) days concerning the trustee's efforts to 
accomplish divestiture.
IV
    It is further ordered that, for a period of ten (10) years 
commencing on the date this order becomes final, respondents shall not, 
without the prior approval of the Commission, directly or indirectly, 
through subsidiaries, partnerships, or otherwise:
    A. Acquire any stock, share capital, equity, or other interest in 
any supermarket or leasehold interest in any supermarket located in New 
York County, New York, south of 116th Street, including any facility 
that has operated as a supermarket in this area within six (6) months 
of the date of the proposed acquisition; or
    B. Acquire any stock, share capital, equity, or other interest in: 
(1) Any entity that owns any interest in or operates any supermarket 
located in New York County, New York, south of 116th Street, or (2) any 
entity that owned any interest in or operated any supermarket located 
in New York County, New York, south of 116th Street with six (6) months 
of the date of the proposed acquisitions.

Provided, however, that an acquisition otherwise covered by the 
requirements of this Paragraph shall be exempt from the requirements of 
this Paragraph if it is an acquisition by John A. Catsimatidis or by a 
respondent corporation from a respondent corporation or from John A. 
Catsimatidis.
V
    It is further ordered that, for a period of ten (10) years 
commencing on the date this order becomes final, respondents shall 
neither enter into nor enforce any agreement that restricts the ability 
of any person (as defined in section 1(a) of the Clayton Act, 15 U.S.C. 
12(a)) acquiring any supermarket owned or operated by any respondent, 
any leasehold interest in any supermarket, or any interest in any 
retail location that formerly operated as a supermarket in New York 
County, New York, south of 116th Street, to operate a supermarket or 
retail food store.
VI
    It is further ordered that:
    A. Within sixty (60) days after the date this order becomes final 
and every sixty (60) days thereafter until respondents have fully 
complied with the provisions of Paragraph II. or III. of this order, 
respondents shall submit to the Commission verified written reports 
setting forth in detail the manner and form in which they intend to 
comply, are complying, and have complied with Paragraphs II. and III. 
of this order. Respondents shall include in their 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. Respondents shall include in their compliance reports copies 
of all written communications to and from such parties, all internal 
memoranda, and all reports and recommendations concerning divestiture.
    B. One year (1) 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, 
respondents shall file verified written reports with the Commission 
setting forth in detail the manner and form in which they have complied 
and are complying with this order.
VII
    It is further ordered that respondents shall notify the Commission 
at least thirty (30) days prior to any proposed change in the corporate 
respondents such as dissolution, assignment, sale resulting in the 
emergency of a successor corporation, or the creation or dissolution of 
subsidiaries or any other change in the corporation that may affect 
compliance obligations arising out of the order.
VIII
    It is further ordered that, for the purpose of determining or 
securing compliance with this order, respondents shall permit any duly 
authorized representative of the Commission:
    A. Upon five days' written notice to respondents, access, during 
office hours and in the presence of counsel, to inspect and copy all 
books, ledgers, accounts, correspondence, memoranda and other records 
and documents in the possession or under the control of any respondent 
relating to any matters contained in this order; and
    B. Upon five days' written notice to respondents and without 
restraint or interference from them, to interview respondents or 
officers, directors, or employees of respondents in the presence of 
counsel.

Analysis of Proposed Consent Order To Aid Public Comment

    The Federal Trade Commission (``Commission'') has accepted for 
public comment from Red Apple Companies, Inc., John A. Catsimatidis, 
Supermarket Acquisition Corporation and Sloan's Supermarkets, Inc. (a/
k/a Designcraft Industries, Inc.) (collectively referred to as the 
``Red Apple respondents'') an agreement containing a proposed consent 
order. The Commission is placing the agreement containing a proposed 
consent order on the public record for sixty (60) days for receipt of 
comments by interested persons.
    Comments received during this period will become part of the public 
record. After sixty (60) days, the Commission will again review the 
agreement and the comments received and will decide whether it should 
withdraw from the agreement or make final the agreement's proposed 
order.
    The Commission issued a complaint in this matter on May 27, 1994, 
stating that it has reason to believe that the Red Apple respondents' 
acquisitions of Sloan's supermarkets between 1991 and 1993 in 
residential neighborhoods in New York County, New York, located within 
the Upper East Side, the Upper West Side, Chelsea, and Greenwich 
Village would substantially lessen competition in violation of section 
7 of the Clayton Act, as amended, 15 U.S.C. 18, and section 5 of the 
FTC Act, as amended, 15 U.S.C. 45. The agreement containing a proposed 
consent order would, if issued by the Commission, settle the charges 
alleged in the Commission's complaint.
    The proposed consent order requires the Red Apple respondents to 
divest a combination of six supermarkets from two lists of supermarkets 
organized by geographic market. The listed supermarkets are all located 
in the Upper East Side, the Upper West Side, Chelsea, and Greenwich 
Village. Under the proposed consent order, the Red Apple respondents 
must divest one supermarket within each of the four geographic markets 
and two additional supermarkets in those geographic markets. The 
proposed consent order gives the Red Apple respondents 12 months to 
divest these supermarkets to an acquirer or acquirers that receive the 
prior approval of the Commission. Under the proposed consent order, if 
the Red Apple respondents fail to satisfy the divestiture provisions, 
the Commission may appoint a trustee to divest supermarkets to satisfy 
the terms of the order.
    The proposed consent order also prohibits the Red Apple 
respondents, for a ten-year period, from acquiring, without prior 
approval from the Commission, any supermarket (or leasehold interest in 
a supermarket, or stock, share capital, equity or other interest in an 
entity that owns or operates a supermarket) located in new York County 
south of 116th Street. The word ``supermarket'' is defined in the 
order.
    The proposed consent order also prohibits the Red Apple 
respondents, for a ten-year period, from entering into or enforcing any 
agreement that restricts the ability of any person acquiring any 
supermarket owned or operated by any respondent in New York County 
south of 116th Street to operate a supermarket or retail food store.
    Under the proposed consent order, the Red Apple respondents are 
required to provide to the Commission a report of compliance with the 
order within sixty (60) days following the date the order becomes 
final, every sixty (60) days thereafter until the divestitures are 
completed, and annually for a period of ten years.
    It is anticipated that the order will resolve the competitive 
problems alleged in the complaint. The purpose of this analysis is to 
invite public comment on the proposed consent order to aid the 
Commission in its determination of whether it should make final the 
proposed consent order contained in the agreement.
    This analysis is not intended to constitute an official 
interpretation of the agreement and proposed consent order, nor is it 
intended to modify the terms of the agreement and proposed consent 
order in any way.
Donald S. Clark,
Secretary.
[FR Doc. 94-31129 Filed 12-16-94; 8:45 am]
BILLING CODE 6750-01-M