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April 1, 2004 respectively. On March • FCSIC Financial Report. ACTION: Proposed Consent Agreement. 31, 2005, EPA approved Louisiana’s • Report on Insured Obligations. 2002 listing of 442 water body-pollutant • Quarterly Report on Annual SUMMARY: The consent agreement in this combinations and associated priority Performance Plan. matter settles alleged violations of federal law prohibiting unfair or rankings and Louisiana’s 2004 listing of C. New Business 444 water body-pollutant combinations deceptive acts or practices or unfair • and associated priority rankings. EPA Mid-year Review of Insurance methods of competition. The attached disapproved Louisiana’s 2002 listing Premium Rates. Analysis to Aid Public Comment decisions not to list 44 water quality describes both the allegations in the Closed Session draft complaint and the terms of the limited segments and associated • pollutants (or 69 water body-pollutant FCSIC Report on System consent order -- embodied in the consent agreement -- that would settle combinations) and Louisiana’s 2004 Performance. these allegations. listing decisions not to list 14 water Dated: June 5, 2007. quality limited segments and associated Roland E. Smith, DATES: Comments must be received on pollutants (or 17 water body-pollutant Secretary, Farm Credit System Insurance or before July 9, 2007. combinations). EPA identified these Corporation Board. ADDRESSES: Interested parties are additional waters and pollutants along [FR Doc. E7–11168 Filed 6–8–07; 8:45 am] invited to submit written comments. Comments should refer to ‘‘ and with priority rankings for inclusion on BILLING CODE 6710–01–P the 2002 and 2004 Section 303(d) Lists. The , File No. 061 0257,’’ to facilitate the organization of Dated: May 31, 2007. comments. A comment filed in paper FEDERAL HOUSING FINANCE BOARD Miguel I. Flores form should include this reference both Director, Water Quality Protection Division, in the text and on the envelope, and Region 6. Sunshine Act Meeting Notice; Announcing a Partially Open Meeting should be mailed or delivered to the [FR Doc. E7–11209 Filed 6–8–07; 8:45 am] of the Board of Directors following address: Federal Trade BILLING CODE 6560–50–P Commission/Office of the Secretary, TIME AND DATE: The open meeting of the Room 135-H, 600 Avenue, Board of Directors is scheduled to begin NW, Washington, D.C. 20580. FARM CREDIT SYSTEM INSURANCE at 10 a.m. on Wednesday, June 13, 2007. Comments containing confidential CORPORATION The closed portion of the meeting will material must be filed in paper form, follow immediately the open portion of must be clearly labeled ‘‘Confidential,’’ Regular Meeting the meeting. and must comply with Commission AGENCY: Farm Credit System Insurance PLACE: Board Room, First Floor, Federal Rule 4.9(c). 16 CFR 4.9(c) (2005).1 The Corporation Board. Housing Finance Board, 1625 Eye FTC is requesting that any comment SUMMARY: Notice is hereby given of the Street, NW., Washington, DC 20006. filed in paper form be sent by courier or regular meeting of the Farm Credit STATUS: The first portion of the meeting overnight service, if possible, because System Insurance Corporation Board will be open to the public. The final U.S. postal mail in the Washington area (Board). portion of the meeting will be closed to and at the Commission is subject to Date and Time: The meeting of the the public. delay due to heightened security Board will be held at the offices of the precautions. Comments that do not MATTER TO BE CONSIDERED AT THE OPEN Farm Credit Administration in McLean, contain any nonpublic information may PORTION: Final Rule: Financial Interests Virginia, on June 12, 2007, from 9 a.m. instead be filed in electronic form as for Appointive Directors. until such time as the Board concludes part of or as an attachment to email its business. MATTER TO BE CONSIDERED AT THE CLOSED messages directed to the following email PORTION: Periodic Update of FOR FURTHER INFORMATION CONTACT: box: [email protected]. Examination Program Development and Roland E. Smith, Secretary to the Farm The FTC Act and other laws the Supervisory Findings. Credit System Insurance Corporation Commission administers permit the Board, (703) 883–4009, TTY (703) 883– CONTACT PERSON FOR MORE INFORMATION: collection of public comments to 4056. Shelia Willis, Paralegal Specialist, consider and use in this proceeding as Office of General Counsel, at 202–408– ADDRESSES: Farm Credit System appropriate. All timely and responsive 2876 or [email protected]. Insurance Corporation, 1501 Farm public comments, whether filed in Credit Drive, McLean, Virginia 22102. Dated: June 6, 2007. paper or electronic form, will be SUPPLEMENTARY INFORMATION: Parts of By the Federal Housing Finance Board. considered by the Commission, and will this meeting of the Board will be open Neil R. Crowley, be available to the public on the FTC to the public (limited space available) Acting General Counsel. website, to the extent practicable, at and parts will be closed to the public. [FR Doc. 07–2890 Filed 6–6–07; 4:36 pm] www.ftc.gov. As a matter of discretion, the FTC makes every effort to remove In order to increase the accessibility to BILLING CODE 6725–01–P Board meetings, persons requiring home contact information for assistance should make arrangements in individuals from the public comments it receives before placing those comments advance. The matters to be considered FEDERAL TRADE COMMISSION at the meeting are: [File No. 061 0257] 1 The comment must be accompanied by an Open Session explicit request for confidential treatment, Rite Aid Corporation and The Jean including the factual and legal basis for the request, A. Approval of Minutes Coutu Group (PJC), Inc.; Analysis of and must identify the specific portions of the • comment to be withheld from the public record. April 12, 2007 (Open and Closed) The Agreement Containing Proposed The request will be granted or denied by the B. Business Reports. Consent Order to Aid Public Comment Commission’s General Counsel, consistent with applicable law and the public interest. See • Investment Program Review. AGENCY: Federal Trade Commission. Commission Rule 4.9(c), 16 CFR 4.9(c).

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on the FTC website. More information, and will decide whether it should customers generally pay the full posted including routine uses permitted by the withdraw from the agreement or make or list price set by a for a Privacy Act, may be found in the FTC’s the proposed Order final. prescription drug or an amount privacy policy, at http://www.ftc.gov/ The purpose of this analysis is to reflecting a discount off of those prices. ftc/privacy.htm. invite public comment on the proposed The evidence indicates that the sale of FOR FURTHER INFORMATION CONTACT: consent Order. This analysis does not pharmacy services to cash customers is Thomas Cohn, Leonard Gordon, or constitute an official interpretation of a separate market from the sale of Jonathan Platt (212) 607-2829, Northeast the agreement and proposed Order, and pharmacy services to customers covered Regional Office, Federal Trade does not modify the terms in any way. by third party payors. This is consistent Commission, One Bowling Green, Suite Further, the proposed consent Order has with prior Commission investigations 318, New York, New York 10004. been entered into for settlement regarding pharmacy services. SUPPLEMENTARY INFORMATION: Pursuant purposes only, and does not constitute The evidence indicates that pricing in to section 6(f) of the Federal Trade an admission by the Proposed the cash prescription market is not Commission Act, 38 Stat. 721, 15 U.S.C. Respondents that they violated the law constrained by competitive conditions 46(f), and § 2.34 of the Commission or that the facts alleged in the in the third party payor prescription Rules of Practice, 16 CFR 2.34, notice is Complaint against the Respondents market, nor by mail order or hereby given that the above-captioned (other than jurisdictional facts) are true. discount cards. Cash customers pay consent agreement containing a consent On August 23, 2006, Rite Aid entered prices that are consistently higher than order to cease and desist, having been into a Stock Purchase Agreement prices on the same drugs paid for by filed with and accepted, subject to final whereby Rite Aid would acquire Jean third party payors, and there is a approval, by the Commission, has been Coutu’s Eckerd and Brooks retail significant disparity in profit margins placed on the public record for a period pharmacy chains in exchange for between sales to cash customers and of thirty (30) days. The following approximately $3.5 billion worth of sales to customers covered by third Analysis to Aid Public Comment cash and stock. As a result of the party payors. Cash customers are most describes the terms of the consent transaction, Rite Aid would hold 100% likely unable to purchase health agreement, and the allegations in the of the common and preferred shares of insurance or obtain health benefits from complaint. An electronic copy of the The Jean Coutu Group USA, Inc., and an employer in response to a post- full text of the consent agreement Jean Coutu would acquire merger price increase for cash prescriptions. package can be obtained from the FTC approximately 30% of the voting Evidence indicates that cash Home Page (for June 4, 2007), on the securities of Rite Aid. customers typically do not travel far to World Wide Web, at http://www.ftc.gov/ II. Respondents fill prescriptions and that pharmacies os/2007/06/index.htm. A paper copy Respondent Rite Aid, a publicly- evaluate competition for cash customers can be obtained from the FTC Public traded Delaware corporation, is the on a localized basis. Therefore, it is Reference Room, Room 130-H, 600 third largest retail pharmacy chain in appropriate to analyze the competitive Pennsylvania Avenue, N.W., the . Rite Aid owns 3,333 effects of the proposed transaction in Washington, D.C. 20580, either in stores in the United States, which are local geographic markets. The complaint person or by calling (202) 326-2222. primarily located on the East and West identifies the specific twenty-three Public comments are invited, and may Coasts. relevant geographic markets in which to be filed with the Commission in either Respondent Jean Coutu is a publicly- analyze the effects of the proposed paper or electronic form. All comments traded corporation headquartered in transaction, which include individual should be filed as prescribed in the , , . Jean Coutu towns, cities, boroughs, villages and ADDRESSES section above, and must be is the parent of The Jean Coutu Group census-designated areas, or received on or before the date specified USA, Inc., which owns and operates the combinations thereof. in the DATES section. Brooks and Eckerd retail pharmacy The local markets for the retail sale of Analysis of Agreement Containing chains. Jean Coutu currently owns 1,517 pharmacy services to cash customers Consent Order to Aid Public Comment Eckerd and 341 Brooks stores, which are identified in the complaint are highly located exclusively in the Northeast and concentrated. In each of these markets, I. Introduction Mid-Atlantic regions of the United Rite Aid and Eckerd/Brooks are two of The Federal Trade Commission States. The Jean Coutu stores a small number of pharmacies offering (‘‘Commission’’) has accepted, subject to collectively constitute the fourth largest cash services, and combined account for final approval, an Agreement retail pharmacy chain in the United at least half, and up to 100 percent, of Containing Consent Order with Rite Aid States. the pharmacies in the market. Moreover, Corporation (‘‘Rite Aid’’) and The Jean there is evidence that a significant Coutu Group (PJC), Inc. (‘‘Jean Coutu’’) III. The Complaint number of customers view the Rite Aid (collectively ‘‘the Proposed The complaint alleges that the and Eckerd/Brooks pharmacies in these Respondents’’). The Agreement is relevant product market in which to markets as their first and second choices designed to remedy the likely analyze the acquisition is the retail sale based on their physical proximity, anticompetitive effects arising from Rite of pharmacy services to cash customers convenient locations and services Aid’s proposed acquisition of the in local markets. Pharmacy services offered. Therefore, the complaint alleges Brooks and Eckerd retail pharmacies include the provision of medications by that the proposed transaction likely from Jean Coutu. The Agreement has a licensed who is able to would allow Rite Aid to unilaterally been placed on the public record for provide usage advice and other relevant exercise market power, thereby making thirty days for receipt of comments by information as may be required by law. it likely that cash pharmacy customers interested persons. Comments received Cash customers are consumers of would pay higher prices in these areas. during this period will become part of pharmacy services that do not pay a The complaint further alleges that the public record. After thirty days, the price negotiated by or paid through a entry would not be timely, likely or Commission will again review the third party (such as an insurance plan sufficient to prevent the anticompetitive Agreement and the comments received, or a pharmacy benefits manager). Cash effects from the proposed transaction.

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Certain specific factors make entry into franchisor of approximately 1,000 The proposed consent order also gives the twenty-three cash prescription apothecary-style franchised locations the Commission the power to appoint a markets unlikely. First, because the vast throughout the country. Walgreen Co., trustee to divest any pharmacies majority of a pharmacy’s profits come headquartered in Illinois, is the second identified in the order that Proposed from sales other than cash prescriptions, largest retail drug store chain in the Respondents have not divested to satisfy including prescription sales to insured U.S., operating approximately 5,675 the requirements of the order. In customers and the sale of front-end stores in 48 states and Puerto Rico. Big addition, the proposed consent order items (e.g., toothpaste), it is unlikely Y is one of New ’s largest permits the Commission to seek civil that an anticompetitive price increase in independent supermarket chains, with penalties against the Proposed cash prescription sales would attract more than 50 locations throughout Respondents for non-compliance with new entry. Second, most of the twenty- Massachusetts and Connecticut. Weis the order. three markets are small towns or rural Markets is a Pennsylvania-based For a period of ten years from the date areas that may not have a sufficient supermarket that operates more than the proposed consent order becomes number of potential customers to 150 grocery stores, some of which final, the Proposed Respondents are support a new pharmacy. Third, contain pharmacy counters, in required to provide written notice to the opening a new pharmacy requires Pennsylvania, Maryland, New Jersey, Commission prior to acquiring any obtaining zoning, planning and West Virginia, and New York. Each of ownership or leasehold interest in any environmental approvals, which can the up-front buyers is competitively and facility that has operated as a pharmacy take a significant amount of time. financially viable and each is well within the previous six months and is Finally, the limited availability of new qualified to operate the divested stores. located within five miles of any store to may serve as an As a result, the required divestitures to be divested pursuant to the proposed impediment to entry in these areas. these companies will be sufficient to consent order. The ten-year written The complaint also alleges that the maintain competition in the relevant notice requirement also applies to the proposed acquisition, if consummated, markets. A list of the specific acquisition by the Proposed may substantially lessen competition in pharmacies that the Proposed Respondents of any prescription files, the retail sale of pharmacy services to Respondents must divest to each of the stock, share capital, equity, or other cash customers in twenty-three local up-front buyers is attached as Schedule interest in any entity that owns any areas, in violation of Section 7 of the A to the proposed Decision and Order. interest in or operates any pharmacy Clayton Act, as amended, 15 U.S.C. § The proposed consent order requires that is located within five miles of any 18, and Section 5 of the Federal Trade the divestitures to occur no later than store to be divested pursuant to the Commission Act, as amended, 15 U.S.C. twenty days, or, in the case of the proposed consent order and has been in § 45, by eliminating actual, direct, and divestitures to Medicine Shoppe, no substantial competition between later than forty days after the acquisition existence as a pharmacy within the Proposed Respondents in the relevant is consummated, or four months after previous six months. This provision markets and by increasing the the date on which the Proposed does not restrict the Proposed likelihood that the combined Rite Aid/ Respondents sign the proposed consent Respondents from constructing new Brooks-Eckerd will unilaterally exercise order, whichever is earlier. However, if pharmacies in the relevant markets; nor market power in the relevant markets, the Proposed Respondents consummate does it restrict the Proposed each of which increases the likelihood the divestitures to any of the up-front Respondents from leasing facilities not that the prices of pharmacy services to buyers during the public comment operated as pharmacies within the cash customers will increase, and the period, and if, at the time the previous six months. quality and selection of such services Commission decides to make the The proposed consent order further will decrease. proposed consent order final, the prohibits the Proposed Respondents, for Commission notifies the Proposed a period of ten years, from entering into IV. The Terms of the Agreement Respondents that any of the up-front or enforcing any agreement that restricts Containing Consent Orders buyers is not an acceptable acquirer or the ability of any person that acquires The proposed consent order that any up-front buyer agreement is not any pharmacy, any leasehold interest in effectively remedies the proposed an acceptable manner of divestiture, any pharmacy, or any interest in any acquisition’s likely anticompetitive then the Proposed Respondents must retail location used as a pharmacy on or effects in the relevant product markets. immediately rescind the transaction in after January 1, 2007 in the relevant Pursuant to the proposed consent order, question and divest those assets within markets to operate a pharmacy at that the Proposed Respondents are required three months of the date the proposed site if such pharmacy was formerly to divest one store in each of the twenty- consent order becomes final. At that owned or operated by the Proposed three geographic areas to a Commission- time, the Proposed Respondents must Respondents. approved acquiror. Specifically, the divest those assets only to an acquirer, The Proposed Respondents are proposed consent order requires the and only in a manner, that receives the required to provide to the Commission proposed Respondents to divest one prior approval of the Commission. a report of compliance with the store in each relevant geographic area to The proposed consent order also proposed consent order within thirty one of five up-front buyers including contains an Order to Maintain Assets. days following the date on which they Kinney Drugs, Medicine Shoppe This will serve to: (1) Maintain the full sign the proposed consent order, every International, Inc. (‘‘Medicine Shoppe’’), economic viability and marketability of thirty days thereafter until the Walgreen Co., Big Y, and Weis Markets. the pharmacies identified for divestitures are completed, and Kinney Drugs is an employee-owned divestitures, (2) minimize any risk of annually for ten years. company headquartered in New York loss of competitive potential for such that has 80 retail drug stores in central businesses, and (3) prevent the By direction of the Commission. and northern New York and Vermont. destruction, removal, wasting, Donald S. Clark, Medicine Shoppe, headquartered in deterioration, or impairment of any of Secretary. Missouri, operates 24 company-owned these assets except for ordinary wear [FR Doc. E7–11222 Filed 6–8–07: 8:45 am] apothecary-style drugs stores and is the and tear. BILLING CODE 6750–01–S

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