[Federal Register Volume 63, Number 129 (Tuesday, July 7, 1998)]
[Notices]
[Pages 36693-36694]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-17933]
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FEDERAL TRADE COMMISSION
[File No. 981-0173]
Global Industrial Technologies, Inc.; Analysis to Aid Public
Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement.
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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 September 8, 1998.
ADDRESSES: Comments should be directed to: FTC/Office of the Secretary,
Room 159, 6th St. and Pa. Ave., N.W., Washington, D.C. 20580.
FOR FURTHER INFORMATION CONTACT: Joseph Krauss, FTC/H-383, Washington,
D.C. 20580. (202) 326-2713.
SUPPLEMENTARY INFORMATION: Pusuant to Section 6(f) of the Federal Trade
Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Section 2.34 of the
Commission's Rules of Practice (16 CFR 2.34), notice is hereby given
that the above-captioned 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. 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 June 26, 1998), on the World Wide Web, at ``http://www.ftc.gov/os/
actions97.htm.'' A paper copy can be obtained from the FTC Public
Reference Room, Room H-130, Sixth Street and Pennsylvania Avenue, N.W.,
Washington, D.C. 20580, either in person or by calling (202)326-3627.
Public comment is invited. Such commenters 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 Proposed Consent Order To Aid Public Comment
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Order
(``Agreement'') from Global Industrial Technologies, Inc. (``proposed
respondent'').
The proposed Order has been placed on the public record for sixty
(60) days for reception 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's investigation of this matter concerns the proposed
acquisition by Global of all of the outstanding shares of AP Green
Industries, Inc. (``AP Green'') through a cash tender offer. Global and
AP Green are two leading U.S. manufacturers of refractories.
Refractories are heat-resistant materials used to line furnaces in
industries that involve the heating or containment of solids, liquids,
or gases at high temperatures. The Commission's proposed complaint
alleges that Global and AP Green compete with each other in the United
States market for glass-furnace silica refractories. Glass-furnace
silica refractories are used in the glass industry to build the roofs
and other portions of glass-melting furnaces.
The Agreement Containing Consent Order would, if finally accepted
by the Commission, settle charges that the acquisition may
substantially lessen competition in the production and sale of glass-
furnace silica refractories in the United States and lead to a monopoly
in that line of commerce. The Commission has reason to believe that the
acquisition agreement violates Section 5 of the Federal Trade
Commission Act and the acquisition would have anticompetitive effects
and would violate Section 7 of the Clayton Act and Section 5 of the
Federal Trade Commission Act if consummated, unless an effective remedy
eliminates such anticompetitive effects.
The Commission's Complaint alleges that glass-furnace silica
refractories provide unique characteristics, and that as a result, the
use of these materials would not be diminished by even a large price
increase. The Complaint further alleges that imports of glass-furnace
silica refractories are small.
[[Page 36694]]
Global and AP Green are the only two producers of glass-furnace silica
refractories in the United States, and entry of other producers is
unlikely and would be time consuming. The Commission's Complaint
alleges that the proposed acquisition, which would result in a monopoly
in the United States, would lessen competition by eliminating
competition between Global and AP Green, and would lead to higher
prices and less product innovation.
The proposed Order accepted for public comment contains provisions
that would require Global to divest AP Green's glass-furnace silica
refractories business to Robert R. Worthen and Dennis R. Williams
(jointly or through a corporation called Utah Refractories Corp.) in a
manner that receives the prior approval of the Commission within 30
days of the date the proposed Order was accepted for public comment, or
if such divestiture fails, to another buyer that receives the prior
approval of the Commission in a manner that receives the prior approval
of the Commission within 90 days of the date the proposed Order was
accepted for public comment. The divestiture includes the AP Green
manufacturing plant located in Lehi, Utah, where AP Green produces
silica refractories, together with the sources of raw materials used to
manufacture silica refractories and all other assets relating to the
research, development, production, sale, or distribution of silica
refractories, but excluding AP Green's manufacturing facility in
Sproul, Pennsylvania. Global's divestiture of the AP Green silica
refractories business, if completed, would satisfy the requirements of
the Order and remedy the lessening of competition alleged in the
Complaint.
If Global fails to divest AP Green's silica refractories business
within 90 days of the date the proposed Order was accepted for public
comment, then the Commission may appoint a trustee to divest AP Green's
silica refractories business, or, at the option of the trustee,
Global's Northeast, Maryland manufacturing plant, where Global produces
silica refractories, together with the sources of raw materials used to
manufacture silica refractories and all other assets relating to the
research, development, production, sale, or distribution of silica
refractories, but excluding Global's manufacturing facility in Calhoun,
Georgia.
The Order also contains a provision requiring Global to maintain
the viability and marketability of the Global and AP Green silica
refractories businesses pending the divestiture.
The consent is crafted to preserve the current competitive state of
the U.S. market for glass-furnace silica refractories. The consent will
maintain the AP Green silica plant as an independent supplier of glass-
furnace silica refractories for U.S. customers. Thus, there will
continue to be two domestic sources of the product, as there were prior
to the proposed merger.
The purpose of this analysis is to facilitate public comment on the
proposed Order. Comments should also be directed to whether the pre-
approved buyers, Robert R. Worthen and Dennis R. Williams and their
corporation, Utah Refractories Corp., will be financially viable and
able to replace the competition lost by this acquisition. This analysis
is not intended to constitute an official interpretation of the
Agreement or the proposed Order or in any way to modify the terms of
the Agreement or the proposed Order.
Benjamin I. Berman,
Acting Secretary.
[FR Doc. 98-17933 Filed 7-6-98; 8:45 am]
BILLING CODE 6750-01-M