[Federal Register Volume 60, Number 29 (Monday, February 13, 1995)]
[Notices]
[Pages 8239-8243]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3543]



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FEDERAL TRADE COMMISSION
[File No. 951 0009]


The Penn Traffic Company; 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 
permit, among other things, the Penn Traffic Company to acquire a 
number of Acme supermarkets from American Stores Company, but would 
require it to divest, to a Commission approved acquirer or acquirers 
within twelve months, one supermarket in each of the three Pennsylvania 
areas designated (Towanda, Mount Carmel, and Pittston). If the 
divestitures were not completed on time, the consent agreement would 
permit the Commission to appoint a trustee to complete the 
transactions. In addition, the consent agreement would require the 
respondent, for ten years, to obtain Commission approval before 
acquiring any interest in any entity that owns or operates a 
supermarket in any of the three areas designated.

DATES: Comments must be received on or before April 14, 1995.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 6th Street and Pennsylvania Avenue NW., Washington, D.C. 
20580.

FOR FURTHER INFORMATION CONTACT:
Ronald Rowe or Marimichael Skubel, FTC/S-2105, Washington, D.C. 20580. 
(202) 326-2610 or 326-2611.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 45 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 Penn Traffic Company's (``Penn Traffic'') proposed 
acquisition of certain assets of American Stores Company (American), 
and it now appearing that Penn Traffic hereinafter sometimes referred 
to as ``proposed respondent,'' is willing to enter into an agreement 
containing an order to divest certain assets and to cease and desist 
from certain acts, and providing for other relief,
    It is hereby agreed by and among proposed respondent, by its duly 
authorized officers and attorneys, and counsel for the Commission that:
    1. Proposed respondent The Penn Traffic Company 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 1200 State Fair Boulevard, Syracuse, New York 
13221-4737.
    2. Proposed respondent admits all the jurisdictional facts set 
forth in the draft of complaint.
    3. Proposed respondent 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.
    4. 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 the proposed respondent, 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 may require) and 
decision, in disposition of the proceeding.
    5. This agreement is for settlement purposes only and does not 
constitute an admission by proposed respondent that the law has been 
violated as alleged in the draft of the complaint, or that the facts as 
alleged in the draft complaint, other than jurisdictional facts, are 
true.
    6. 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 Section 2.34 of the 
Commission's Rules, the Commission may, without further notice to the 
proposed respondent, (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 with 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 time provided by statute 
for other orders. The [[Page 8240]] order shall become final upon 
service. Delivery by the United States Postal Service of the complaint 
and decision containing the agreed-to order to proposed respondent's 
address as stated in this Agreement shall constitute service. Proposed 
respondent 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.
    7. Proposed respondent has read the proposed complaint and order 
contemplated hereby. Proposed respondent understands that once the 
order has been issued, it will be required to file verified written 
reports showing that it has fully complied with the order. Proposed 
respondent 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. ``Respondent'' or ``Penn Traffic'' means The Penn Traffic 
Company, its predecessors, subsidiaries, divisions, and groups and 
affiliates controlled by The Penn Traffic Company, their successors and 
assigns, and their directors, officers, employees, agents, and 
representatives.
    B. ``Assets to be divested'' means the assets described in 
Paragraph II. A. of this order.
    C. ``Commission'' means the Federal Trade Commission.
    D. ``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:
    A. Respondent shall divest, absolutely and in good faith, within 
twelve months from the date this order becomes final:
    1. The ``Acme'' supermarket located at River and Park Streets, 
Borough of Towanda, Pennsylvania;
    2. The ``Acme'' supermarket located on Kennedy Boulevard in 
Pittston, Pennsylvania; and
    3. An ``Acme'' or a Penn Traffic supermarket located in the 
Township of Mount Carmel, Pennsylvania.
    The assets to be divested shall include 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 locations that are divested.
    B. Respondent 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 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 acquisition as alleged in 
the Commission's complaint.
    C. Pending divestiture of such assets to be divested, respondent 
shall take such actions as are necessary to maintain the viability and 
marketability of such assets to be divested and to prevent the 
destruction, removal, wasting, deterioration, or impairment of such 
assets to be divested except in the ordinary course of business and 
except for ordinary wear and tear.
    D. Respondent shall comply with all the terms of the Asset 
Maintenance Agreement attached to this Order and made a part hereof as 
Appendix I. The Asset Maintenance Agreement shall continue in effect 
until such time as respondent has divested all of the assets to be 
divested.

III

    It is further ordered that:
    A. If respondent has not divested, absolutely and in good faith and 
with the Commission's prior approval, such assets to be divested within 
twelve months from the date this order becomes final, the Commission 
may appoint a trustee to divest any of the remaining assets to be 
divested. In the event that the Commission or the Attorney General 
brings an action pursuant to Sec. 5(l) of the Federal Trade Commission 
Act, 15 U.S.C. 45(l), or any other statute enforced by the Commission, 
respondent 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 
Sec. 5(l) of the Federal Trade Commission Act, or any other statute 
enforced by the Commission, for any failure by the respondent 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, respondent 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 respondent, which consent shall not be unreasonably withheld. The 
trustee shall be a person with experience and expertise in acquisitions 
and divestitures. If respondent has 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 
respondent of the identity of any proposed trustee, respondent 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 
remaining assets to be divested.
    3. Within ten (10) days after appointment of the trustee, 
respondent 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 right and powers 
necessary to permit the trustee to effect the divestitures required by 
this order.
    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 two (2) times.
    5. The trustee shall have full and complete access to the 
personnel, books, records and facilities related to any of the 
remaining assets to be divested or to [[Page 8241]] any other relevant 
information, as the trustee may request. Respondent shall develop such 
financial or other information as such trustee may reasonably request 
and shall cooperate with the trustee. Respondent shall take no action 
to interfere with or impede the trustee's accomplishment of the 
divestitures. Any delays in divestiture caused by respondent 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 respondent's absolute and 
unconditional obligation to divest at no minimum price. The 
divestitures shall be made in the manner and to the acquirer or 
acquirers as set out in Paragraph II. of this order; provided, however, 
if the trustee receives bona fide offers in any of the areas specified 
in this order for a supermarket to be divested from more than one 
acquiring entity, and if the Commission determines to approve more than 
one acquiring entity, the trustee shall divest to the acquiring entity 
or entities selected by respondent from among those approved by the 
Commission.
    7. The trustee shall serve, without bond or other security, at the 
cost and expense of respondent, 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 respondent, 
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 respondent, 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.
    8. Respondent 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.
    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 respondent and the 
Commission every sixty (60) days concerning the trustee's efforts to 
accomplish divestiture.

IV

    It is furthered ordered that, for a period of ten (10) years from 
the date this order becomes final, respondent 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, including any 
facility that has operated as a supermarket within six (6) months of 
the date of the proposed acquisition, located in (a) the Towanda, 
Pennsylvania area, which includes the Borough of Towanda and the 
townships of Wysox, North Towanda, and Monroeton; (b) the Mount Carmel, 
Pennsylvania area, which includes the Borough of Mount Carmel and the 
Township of Mount Carmel; and (c) the Pittston, Pennsylvania area, 
which includes the city of Pittston, the townships of Pittston and 
Jenkins, and the boroughs of Dupont, Avoca, Hughestown, Duryea, 
Yatesville, and Laflin, Pennsylvania.
    B. Acquire any stock, share capital, equity, or other interest in 
any entity that owns any interest in or operates any supermarket or 
owned any interest in or operated any supermarket within six (6) months 
of the date of the proposed acquisition in (a) the Towanda, 
Pennsylvania area, which includes the Borough of Towanda and the 
townships of Wysox, North Towanda, and Monroeton; (b) the Mount Carmel, 
Pennsylvania area, which includes the Borough of Mount Carmel, and the 
Township of Mount Carmel; and (c) the Pittston, Pennsylvania area, 
which includes the city of Pittston, the townships of Pittston and 
Jenkins, and the boroughs of Dupont, Avoca, Hughestown, Duryea, 
Yatesville, and Laflin, Pennsylvania.
    Provided, however, that these prohibitions shall not apply to the 
construction of new facilities or the leasing of facilitates that have 
not operated as supermarkets within six months of the date of the offer 
to lease.

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 respondent has fully 
complied with the provisions of Paragraphs II. or III. of this order, 
respondent shall submit to the Commission verified written reports 
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. Respondent 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 Paragraph 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. Respondent 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 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, 
respondent shall file verified written reports with the Commission 
setting forth in detail the manner and form in which it has complied 
and is complying with this order.

VI

    It is further ordered that respondent shall notify the Commission 
at least thirty (30) days prior to any proposed change in respondent 
such as dissolution, assignment, sale resulting in the emergence of a 
successor corporation, or the creation or dissolution of subsidiaries 
or any other change in respondent that may affect compliance 
obligations arising out of the order. [[Page 8242]] 

VII

    It is further ordered that, for the purpose of determining or 
securing compliance with this order, respondent shall permit any duly 
authorized representative of the Commission:
    A. Upon reasonable notice to respondent, 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 respondent relating 
to any matters contained in this order; and
    B. Upon reasonable notice to respondent and without restraint or 
interference from it, to interview respondent or officers, directors, 
or employees of respondent in the presence of counsel.

VIII

    It is further ordered that this order shall terminate twenty (20) 
years from the date this order becomes final.

Appendix I

Asset Maintenance Agreement

    This Asset Maintenance Agreement (``Agreement'') is by and 
between The Penn Traffic Company (``Penn Traffic''), a corporation 
organized under the laws of the State of Delaware, with its 
principal offices located at 1200 State Fair Boulevard, Syracuse, 
New York 13221-4737, and the Federal Trade Commission 
(``Commission''), an independent agency of the United States 
Government, established under the Federal Trade Commission Act of 
1914, 15 U.S.C. 41, et seq. (collectively ``the Parties'').

Premises

    Whereas, Penn Traffic, pursuant to an agreement dated September 
30, 1994, agreed to purchase certain assets of American Stores 
Company (hereinafter ``Acquisition''); and
    Whereas, the Commission is now investigating the Acquisition to 
determine if it would violate any of the statutes enforced by the 
Commission; and
    Whereas, if the Commission accepts the attached Agreement 
Containing Consent Order, the Commission is required to place it on 
the public record for a period of sixty (60) days for public comment 
and may subsequently withdraw such acceptance pursuant to the 
provisions of Sec. 2.34 of the Commission's Rules; and
    Whereas, the Commission is concerned that if an agreement is not 
reached preserving the status quo ante of the assets to be divested 
as described in II. A. of the attached Agreement Containing Consent 
Order (``Assets'') during the period prior to their divestiture, 
when those Assets will be in the hands of Penn Traffic, that any 
divestiture resulting from any administrative proceeding challenging 
the legality of the Acquisition might not be possible, or might 
produce a less than effective remedy; and
    Whereas, the Commission is concerned that prior to divestiture 
to the acquirer, it may be necessary to preserve the continued 
viability and competitiveness of the Assets; and
    Whereas, the purpose of this Agreement and of the Consent Order 
is to preserve the Assets pending the divestiture to the acquirer 
approved by the Federal Trade Commission under the terms of the 
Order, in order to remedy any anticompetitive effects of the 
Acquisition; and
    Whereas, Penn Traffic entering into this Agreement shall in no 
way be construed as an admission by Penn Traffic that the 
Acquisition is illegal; and
    Whereas, Penn Traffic understands 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, in consideration of the Commission's agreement 
that, unless the Commission determines to reject the Consent Order, 
it will not seek further relief from the parties with respect to the 
Acquisition, except that the Commission may exercise any and all 
rights to enforce this Agreement and the Consent Order annexed 
hereto and made a part thereof, and, in the event the required 
divestiture is not accomplished, to appoint a trustee to seek 
divestiture of the Assets, the Parties agree as follows:

Terms of Agreement

    1. Penn Traffic agrees to execute, and upon its issuance to be 
bound by, the attached Consent Order. The Parties further agree that 
each term defined in the attached Consent Order shall have the same 
meaning in this Agreement.
    2. Unless the Commission brings an action to seek to enjoin the 
proposed acquisition pursuant to Section 13(b) of the Federal Trade 
Commission Act, 15 U.S.C. Sec. 53(b), and obtains a temporary 
restraining order or preliminary injunction blocking the proposed 
acquisition, Penn Traffic will be free to close the Acquisition 
after 11:59 p.m., January 17, 1995.
    3. Penn Traffic agrees that from the date this Agreement is 
accepted until the earliest of the dates listed in subparagraphs 
3.a-3.b it will comply with the provisions of this Agreement:
    a. Three business days after the Commission withdraws its 
acceptance of the Consent Order pursuant to the provisions of 
Section 2.34 of the Commission's Rules; or
    b. On the day the divestiture set out in the Consent Order has 
been completed.
    4. From the time Penn Traffic acquires the Assets until the 
divestiture set out in the Consent Order has been completed, Penn 
Traffic shall maintain the viability, competitiveness and 
marketability of the Assets, and shall not cause the wasting or 
deterioration of the Assets, nor shall it sell, transfer, encumber 
or otherwise impair their marketability or viability.
    5. Should the Commission seek in any proceeding to compel Penn 
Traffic to divest itself of the Assets or to seek any other 
injunctive or equitable relief, Penn Traffic 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 not sought to enjoin the Acquisition. Penn 
Traffic also waives all rights to contest the validity of this 
Agreement.
    6. 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 Penn Traffic to its 
principal offices, Penn Traffic shall permit any duly authorized 
representative or representatives of the Commission:
    a. Access during the office hours of Penn Traffic, 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 Penn Traffic relating to 
compliance with this Agreement; and
    Upon five (5) days' notice to Penn Traffic and without restraint 
or interference from them, to interview officers or employees of 
Penn Traffic, who may have counsel present, regarding any such 
matters.
    7. This agreement shall not be binding until approved by the 
Commission.

Analysis To Aid Public Comment on the Provisionally Accepted Consent 
Order

    The Federal Trade Commission (``the Commission'') has accepted for 
public comment from The Penn Traffic Company (``Penn Traffic'') an 
agreement containing consent order to divest certain assets. The 
agreement is designed to remedy any anticompetitive effect stemming 
from Penn Traffic's acquisition of a number of Acme supermarkets from 
American Stores Company.
    The agreement has been placed on the public record for sixty days 
for reception of comments from interested persons. Comments received 
during this period will become part of the public record. After 60 
days, the Commission will again review the agreement and comments 
received and will decide whether it should withdraw from the agreement 
or make final the order contained in the agreement.
    The Commission's draft complaint charges that on or about September 
30, 1994, Penn Traffic agreed to acquire certain assets of Acme 
Markets, Inc., wholly-owned subsidiary of American Stores Company, for 
$94 million. The Commission has reason to believe that the acquisition, 
as well as the agreement to enter into the acquisition, may have 
anticompetitive effects and be in violation of Section 7 of the Clayton 
Act and Section 5 of the Federal Trade Commission Act.
    According to the draft complaint, Penn Traffic and Acme are direct 
competitors for the retail sale of food and grocery items in the market 
areas of (1) the Towanda, Pennsylvania area, which includes the Borough 
of [[Page 8243]] Towanda and the townships of Wysox, North Towanda, and 
Monroeton; (2) the Mount Carmel, Pennsylvania area, which includes the 
Borough of Mount Carmel and the Township of Mount Carmel; and (3) the 
Pittston, Pennsylvania area, which includes the city of Pittston, the 
townships of Pittston and Jenkins, and the boroughs of Dupont, Avoca, 
Hughestown, Duryea, Yatesville, and Laflin, Pennsylvania. According to 
the draft complaint, these markets are highly concentrated and entry is 
difficult or unlikely. Penn Traffic's acquisition of Acme may reduce 
competition in these markets by eliminating the direct competition 
between Penn Traffic and Acme, by increasing the likelihood that Penn 
Traffic will become a dominant firm, and by increasing the likelihood 
of collusive behavior among the few remaining competitors.
    The agreement containing consent order attempts to remedy the 
Commission's competitive concerns about the acquisition. Under the 
terms of the proposed order, Penn Traffic must divest three 
supermarkets within twelve-months, to a purchaser approved by the 
Commission. The three stores to be divested include the ``Acme'' 
supermarket located in Towanda, Pennsylvania, the ``Acme'' supermarket 
located in Pittston, Pennsylvania, and either the ``Acme'' or the Penn 
Traffic store located in Mount Carmel, Pennsylvania.
    For a period of ten years from the date the order becomes final, 
the order also prohibits Penn Traffic from acquiring, without prior 
Commission approval, stock, or any other interest in any supermarket, 
or entity that owns or operates a supermarket, located in the areas of 
Towanda, Pittston, or Mount Carmel, Pennsylvania. This prohibition will 
not apply to the construction of new facilities or the leasing of 
facilities not operated as supermarkets within six months of the offer 
to lease.
    The purpose of this analysis is to invite public comment concerning 
the consent order and any other aspect of this matter. This analysis is 
not intended to constitute an official interpretation of the agreement 
and order or to modify its terms in any way.
Donald S. Clark,
Secretary.
[FR Doc. 95-3543 Filed 2-10-95; 8:45 am]
BILLING CODE 6750-01-M