Illinois Tool Works Inc.; Proposed Consent Agreement With Analysis To Aid Public Comment

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