[Federal Register Volume 61, Number 27 (Thursday, February 8, 1996)]
[Notices]
[Pages 4778-4783]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-2705]
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FEDERAL TRADE COMMISSION
[File No. 951 0091]
Illinois Tool Works Inc.; Proposed Consent Agreement With
Analysis To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement.
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SUMMARY: This Consent Agreement, accepted subject to final Commission
approval, settles alleged violations of federal law prohibiting unfair
or deceptive acts and practices and unfair methods of competition
arising from the acquisition of all of the voting securities of Hobart
Brothers Company by Illinois Tool Works Inc. The proposed complaint
alleges that the merger, if consummated, would violate Section 7 of the
Clayton Act, as amended, and Section 5 of the FTC Act, as amended, in
the markets for industrial power sources and industrial engine drives--
which, rated at 250 amperes and above, generate the power to operate
arc welding systems--in the United States. Under the terms of the
proposed order contained in the Consent Agreement, ITW will be required
to divest all of the assets and businesses relating to the industrial
power sources and industrial engine drives of Hobart Brothers
[[Page 4779]]
Company (``Hobart'') to Prestolite Electric Incorporated
(``Prestolite''), pursuant to a January 17, 1996, Asset Purchase
Agreement, as modified by a January 24, 1996, Undertaking (``Asset
Purchase Agreement'') or, in the alternative, to an acquirer that meets
the Commission's approval.
DATES: Comments must be received on or before April 8, 1996.
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: Ann Malester, FTC/S-2035, Washington,
D.C. 20580 (202) 326-2682; or Christina Perez, FTC/S-2214, Washington,
D.C. 20580 (202) 326-2682.
SUPPLEMENTARY INFORMATION: Pursuant 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 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 proposed acquisition by Illinois Tool Works Inc.
(``ITW'') of Hobart Brothers Company (``Hobart''), and it now appearing
that ITW, hereinafter sometimes referred to as ``Proposed Respondent,''
is willing to enter into an agreement containing an order to divest
assets, and providing for certain other relief:
It is hereby agreed by and between Proposed Respondent ITW, by its
duly authorized officers and attorneys, and counsel for the Commission
that:
1. Proposed Respondent ITW 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
3600 West Lake Avenue, Glenview, Illinois 60025-5811.
2. Proposed Respondent admits all the jurisdictional facts set
forth in the draft of complaint here attached.
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 complaint here attached, 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
Proposed Respondent, (1) issue its complaint corresponding in form and
substance with the draft of complaint here attached and its decision
containing the following order to divest 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 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 Proposed Respondent's
address as stated in the 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 one or more
compliance reports showing that it has fully complied with the order.
Proposed Respondent further understands 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 ``ITW'' means Illinois Tool Works Inc., its
directors, officers, employees, agents and representatives,
predecessors, successors and assigns; its subsidiaries, divisions,
groups and affiliates controlled by Illinois Tool Works Inc., and the
respective directors, officers, employees, agents, representatives,
successors, and assigns of each.
B. ``Hobart'' means Hobart Brothers Company, an Ohio corporation,
with its principal office and place of business located at 600 West
Main Street, Troy, Ohio 45373, its directors, officers, employees,
agents and representatives, predecessors, successors and assigns; its
subsidiaries, divisions, groups and affiliates controlled by Hobart
Brothers Company, and the respective directors, officers, employees,
agents, representatives, successors, and assigns of each.
C. ``Commission'' means the Federal Trade Commission.
D. ``Acquisition'' means the acquisition by respondent of all of
the issued and outstanding Hobart capital stock, by means of a
statutory merger between Hobart and ITW Acquisition Corp., a Delaware
corporation which is a wholly-owned subsidiary of ITW.
E. ``Industrial Power Sources'' means static arc welding power
sources rated at 250 amperes or higher, including, but not limited to,
any such power sources using inverter technology.
F. ``Industrial Engine Drives'' means rotating arc welding power
sources rated at 250 amperes or higher.
G. ``Battery Chargers'' means devices used to charge industrial
batteries.
H. ``Aircraft Ground Power Units'' means power conversion devices
that provide power to aircraft that are on the ground.
[[Page 4780]]
I. ``Assets and Businesses'' means all assets, businesses and
goodwill, tangible and intangible, including, without limitation, the
following:
1. all machinery, fixtures, equipment, vehicles, transportation
facilities, furniture, tools and other tangible personal property;
2. all customer lists, vendor lists, catalogs, sales promotion
literature, advertising materials, research materials, technical
information, management information systems, software, software
licenses, inventions, copyrights, trademarks , trade names (excluding
the Hobart trade name), trade secrets, intellectual property, patents,
technology, know-how, specifications, designs, drawings, processes and
quality control data;
3. the exclusive right to use the Hobart trade name in connection
with the research, development, manufacture and sale of Industrial
Power Sources and Industrial Engine Drives.
4. inventory;
5. rights, titles and interests in and to the contracts entered
into in the ordinary course of business with customers (together with
associated bid and performance bonds), suppliers, sales
representatives, distributors, agents, personal property lessors,
personal property lessees, licensors, licensees, consignors and
consignees;
6. all rights under warranties and guarantees, express or implied;
7. all books, records, and files; and
8. all items of prepaid expense.
J. ``Hobart Industrial Welding Equipment Business'' means all of
the Assets and Businesses used in the research, development,
manufacture and sale by Hobart of:
1. Industrial Power Sources;
2. Industrial Engine Drives;
3. Battery Chargers; and
4. Aircraft Ground Power Units.
K. ``Hobart Power Conversion Operations'' means all of the Assets
and Businesses used in the research, development, manufacture and sale
by Hobart of:
1. Static arc welding power sources;
2. Rotating arc welding power sources;
3. Battery Chargers; and
4. Aircraft Ground Power Units.
L. ``Prestolite'' means Prestolite Electric Incorporated, a
Delaware corporation, with its principal office and place of business
located at 2100 Commonwealth Blvd., Ann Arbor, Michigan 48105.
M. ``Marketability, Viability and Competitiveness'' of the Hobart
Industrial Welding Equipment assets means that the assets when used in
conjunction with the assets of the acquirer are capable of operating a
business which is substantially similar to the Hobart Industrial
Welding Equipment Business at the time of the acquisition, with
substantially similar sales levels and product lines.
II
It is further ordered that:
A. ITW shall divest, absolutely and in good faith, the Hobart
Industrial Welding Equipment Business. The Hobart Industrial Welding
Equipment Business shall be divested either:
1. Within one (1) month of the date this order becomes final, to
Prestolite, pursuant to the January 17, 1996, Asset Purchase Agreement
between Hobart and Prestolite as modified by the January 24, 1996,
Undertaking, embodied in Confidential Appendix I [not attached]. If
divested to Prestolite, the Hobart Industrial Welding Equipment
Business shall exclude Aircraft Ground Power Units; or
2. Within twelve (12) months of the date this order becomes final,
to an acquirer that receives the prior approval of the Commission and
only in a manner that receives the prior approval of the Commission. In
the event that the acquirer does not choose to acquire the Battery
Charger or Ground Power Unit assets and businesses, because the
acquirer does not need such assets in order to engage in the Industrial
Power Source and Industrial Engine Drive Businesses, respondent shall
not be required to divest such assets.
B. The purpose of the divestiture is to ensure the continuation of
the Hobart Industrial Welding Equipment Business as an ongoing, viable
operation, engaged in the research, development, manufacture and sale
of Industrial Power Sources and Industrial Engine Drives, and to remedy
the lessening of competition resulting from the proposed acquisition as
alleged in the Commission's complaint.
C. Until the Hobart Industrial Welding Equipment Business has been
divested, ITW shall:
1. Maintain the Marketability, Viability, and Competitiveness of
the Hobart Industrial Welding Equipment Business, and shall not cause
or permit the destruction, removal, wasting, deterioration, or
impairment of any assets or business it may have to divest, except in
the ordinary course of business and except for ordinary wear and tear,
and it shall not sell, transfer, encumber or otherwise impair the
Marketability, Viability or Competitiveness of the Hobart Industrial
Welding Equipment Business; and
2. Expend funds for research and development, quality control,
manufacturing and marketing of each of the Hobart Industrial Welding
Equipment Business products at a level not lower than that budgeted for
the 1995 fiscal year, and shall increase such spending as is deemed
reasonably necessary in light of competitive conditions.
D. Upon reasonable notice from the acquirer to respondent,
respondent shall provide, at no cost, such assistance to the acquirer
as is reasonably necessary to enable the acquirer to design and
manufacture Industrial Power Sources and Industrial Engine Drives in
substantially the same manner and quality employed or achieved by
Hobart prior to the Acquisition. Such assistance shall include
reasonable consultation with knowledgeable employees of respondent and
training at the acquirer's facility for a period of time sufficient to
satisfy the acquirer's management that its personnel are appropriately
trained in the design and manufacture of Industrial Power Sources and
Industrial Engine Drives. Respondent shall convey all know-how
necessary to design and manufacture Industrial Power Sources and
Industrial Engine Drives in substantially the same manner and quality
employed or achieved by Hobart prior to the Acquisition.
However, respondent shall not be required to continue providing
such assistance for more than nine (9) months.
III
It is further ordered that:
A. If ITW has not divested, absolutely and in good faith and with
the Commission's prior approval, the Hobart Industrial Welding
Equipment Business within twelve (12) months of the date this order
becomes final, the Commission may appoint a trustee to divest the
Hobart Industrial Welding Equipment Business. 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. Sec. 45(l), or
any other statute enforced by the Commission, ITW 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
III. 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 ITW to comply with this order.
B. If a trustee is appointed by the Commission or a court pursuant
to
[[Page 4781]]
paragraph III.A. of this order, ITW 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 ITW, which consent shall not be unreasonably withheld. The trustee
shall be a person with experience and expertise in mergers and
divestitures. If ITW has not opposed, in writing, including the reasons
for opposing, the selection of any proposed trustee within ten (10)
days after notice by the staff of the Commission to ITW of the identity
of any proposed trustee, ITW 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 the Hobart
Industrial Welding Equipment Business.
3. Within ten (10) days after appointment of the trustee, ITW 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 divestiture required by this order.
4. The trustee shall have twelve (12) months from the date the
Commission approves the trust agreement described in Paragraph III.B.3.
to accomplish the divestiture, 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 period only two (2) times.
5. The trustee shall have full and complete access to the
personnel, books, records and facilities related to the Hobart
Industrial Welding Equipment Business, or to any other relevant
information, as the trustee may request. ITW shall develop such
financial or other information as the trustee may request and shall
cooperate with the trustee. ITW shall take no action to interfere with
or impede the trustee's accomplishment of the divestiture. Any delays
in divestiture caused by ITW 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 ITW's absolute and
unconditional obligation to divest at no minimum price. The divestiture
shall be made in the manner and to the acquirer as set out in Paragraph
II. of this order; provided, however, if the trustee receives bona fide
offers from more than one acquiring entity, and if the Commission
determines to approve more than one such acquiring entity, the trustee
shall divest to the acquiring entity selected by ITW from among those
approved by the Commission.
7. The trustee shall serve, without bond or other security, at the
cost and expense of ITW, 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 ITW, 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 divestiture 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 ITW, 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 Hobart Industrial Welding Equipment Business.
8. ITW 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 may also divest such additional ancillary assets
and businesses of the Hobart Power Conversion Operations and effect
such arrangements as are necessary to assure the Marketability,
Viability and Competitiveness of the Hobart Industrial Welding
Equipment Business.
12. The trustee shall have no obligation or authority to operate or
maintain the Hobart Industrial Welding Equipment Business.
13. The trustee shall report in writing to ITW and the Commission
every sixty (60) days concerning the trustee's efforts to accomplish
divestiture.
IV
It is further ordered that consistent with ITW's obligation to
maintain the Marketability, Viability and Competitiveness of the Hobart
Industrial Welding Equipment Business, ITW may engage in any business
other than the Hobart Industrial Welding Equipment Business, including
without limitation, the welding equipment business it is currently
operating through its wholly-owned subsidiary, Miller Electric Mfg. Co.
V
It is further ordered that within sixty (60) days after the date
this order becomes final and every sixty (60) days thereafter until ITW
has fully complied with Paragraphs II. and III. of this order, ITW
shall submit to the Commission a verified written report 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.
ITW 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 Paragraphs II. and III. including a description of
all substantive contacts or negotiations for the divestiture required
by this order, including the identity of all parties contacted. ITW
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 the divestiture.
VI
It is further ordered that ITW shall notify the Commission at least
thirty (30) days prior to any proposed change in the corporate
respondent such as dissolution, assignment, sale resulting in the
emergence of a successor corporation, or the creation or dissolution of
subsidiaries or any other
[[Page 4782]]
change in the corporation that may affect compliance obligations
arising out of the order.
VII
It is further ordered that, for the purpose of determining or
securing compliance with this order, ITW shall permit any duly
authorized representatives of the Commission:
A. 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 ITW, relating to any matters contained in this order;
and
B. Upon five (5) days notice to ITW, and without restraint or
interference from ITW, to interview officers, directors, or employees
of ITW, who may have counsel present, regarding any such matters.
Analysis of Proposed Consent Order To Aid Public Comment
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an agreement containing a proposed Consent Order
from Illinois Tool Works Inc. (``ITW''). The proposed Consent Order
requires ITW to divest all of the assets and businesses relating to the
industrial power sources and industrial engine drives of Hobart
Brothers Company (``Hobart'') to Prestolite Electric Incorporated
(``Prestolite''), pursuant to a January 17, 1996, Asset Purchase
Agreement, as modified by a January 24, 1996, Undertaking (``Asset
Purchase Agreement'') or, in the alternative, to an acquirer that meets
the Commission's approval.
The proposed Consent 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.
Pursuant to a letter of intent dated May 2, 1995, ITW proposed to
acquire all of the voting securities of Hobart for approximately $225
million in ITW common stock. The proposed complaint alleges that the
merger, if consummated, would violate Section 7 of the Clayton Act, as
amended, 15 U.S.C. Sec. 18, and Section 5 of the Federal Trade
Commission Act as amended, 15 U.S.C. Sec. 45, in the markets for
industrial power sources and industrial engine drives in the United
States.
Industrial power sources are stationary pieces of welding
equipment, rated at 250 amperes and above, that generate the power
needed to operate an arc welding system by connecting to an existing
source of electricity, such as a wall outlet, and transforming that
electricity into the precise current and voltage needed for welding.
Industrial engine drives are portable power sources, rated at 250
amperes and above, that use gas or diesel fuel, instead of electricity,
as a source of power. Industrial power sources and industrial engine
drives are critical components of arc welding systems which are used in
a broad range of industries, ranging from industrial fabrication to
shipbuilding. There are no viable substitutes for either industrial
power sources or industrial engine drives. Alternative welding
processes and methods of joining metal are only used for specialized
applications and could not be used in a cost effective manner for
applications where industrial power sources or industrial engine drives
are used.
ITW's acquisition of Hobart would reduce the number of significant
industrial power source and industrial engine drive competitors in the
United States from three to two. In the industrial power source market,
the post-acquisition Herfindahl-Hirschman Index (``HHI'') would
increase by 858 points to 4856. In the industrial engine drive market,
the post-acquisition HHI would increase by 298 points to 4538.
New entry into the United States industrial power source and
industrial engine drive markets is extremely time consuming, costly and
difficult. In addition to designing and developing a line of products,
a new entrant must establish the brand reputation and customer
acceptance necessary to convince customers to purchase from a company
other than the well-established competitors. It takes well in excess of
two years to accomplish these steps and achieve a significant market
impact.
Although foreign industrial power source and industrial engine
drive manufacturers offer some products in the United States, these
foreign manufacturers lack the necessary product designs and brand
reputation and customer acceptance necessary to effectively compete in
this country. As a result, these companies have had virtually no
competitive impact on the United States markets.
ITW's acquisition of Hobart poses serious antitrust concerns. In
the United States markets for industrial power sources and industrial
engine drives, the acquisition would eliminate direct actual
competition between ITW and Hobart, enhance the likelihood of
coordinated interaction, increase the likelihood that quality and
technological innovation would be reduced, and thereby increase the
likelihood that consumers would be forced to pay higher prices.
Under the proposed Consent Order, ITW is required to divest the
Hobart industrial power source and industrial engine drive assets and
businesses to Prestolite within one month of the date the order becomes
final pursuant to the Asset Purchase Agreement. Under the terms of the
Asset Purchase Agreement, ITW is required to divest all of the assets
and businesses used in the research, development, manufacture and sale
by Hobart of industrial power sources and industrial engine drives,
including an exclusive license of the Hobart trade name for five years.
ITW has agreed not to market industrial power sources and industrial
engine drives under the Hobart name for seven years and will provide
Prestolite with the option to also acquire a non-exclusive license to
use the Hobart name for retail, as opposed to industrial, power sources
or engine drives, which are rated below 250 amperes. In addition, ITW
will be required to provide personnel, assistance and training in order
to transfer industrial power source and industrial engine drive
technology and know-how to Prestolite.
If the transaction with Prestolite is not consummated within one
month of the date the order becomes final, ITW is required to divest
the Hobart industrial power source and industrial engine drive assets
to an acquirer that receives the prior approval of the Commission and
in a manner approved by the Commission within twelve months of the date
the order becomes final. The acquirer, at its option, may also acquire
the battery charger and aircraft ground power unit assets and
businesses of Hobart, if such assets are necessary to engage in the
industrial power source and industrial engine drive businesses. If ITW
fails to divest the assets within twelve months, a trustee may be
appointed to divest the assets, as well as additional ancillary assets
included in Hobart's Power Conversion Business. The purpose of the
divestiture is to ensure the continuation of the Hobart Industrial
Welding Equipment Business as an ongoing, viable operation, engaged in
the research, development, manufacture and sale of industrial power
sources and industrial engine drives, and to remedy the lessening of
competition resulting from the acquisition.
[[Page 4783]]
The Order also requires ITW to provide the Commission a report of
compliance with the divestiture provisions of the Order within sixty
(60) days following the date the Order becomes final, and every sixty
(60) days thereafter until ITW has completed the required divestiture.
The purpose of this analysis is to facilitate the public comment on
the proposed Order, and it is not intended to constitute an official
interpretation of the agreement and proposed Order or to modify in any
way their terms.
By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 96-2705 Filed 2-7-96; 8:45 am]
BILLING CODE 6750-01-P
