E n l ~~,e l n e nActivities (1999)

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Trade Commission

E n l ~~,e l n e nActivities

--.-A

Fiscnj year.1996 - .ilsrcil 31,I999

ABA ANTITRUST SECTION

SPRING MEETING

Summary of Bureau of Competition Activity

Fiscal Year 1996 Through March 31. 1999

Table of Contents

Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consent Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ABB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Albertson's. Inc.

Autodesk. Inc. . . . . . .

American Home Products

Baxter International Inc. . . . . . . . . . . . . . . . . . . .

The Boeing Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .

British Petroleum Company p.1.c . . . . . . . . . . . . . . . . . . . .

Cablevision Systems Corp. . . . . . . . . . . . . . :. . . . . . . . . .

Cadence Design Systems. Inc. . . . . . . . . . . . . . . . . . . . . . .

Castle Harlan Partners. II L.P. . . . . . . . . . . . . . . . . . . . . . .

Ciba-Geigy Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CMS Energy Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ColumbiaEICA Healthcare Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Commonwealth Land Title Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Compagnie de Saint-Gobain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Cooperative Computing. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CUC International. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

CVS Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Degussa Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Devro International plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

DowChemicalCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Dwight's Energydata. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

EXXON Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Federal-Mogul Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

First Data Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.

F1eseniusA.G. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

GeneralMil1s.h~. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.

Global Industrial Technologies. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.

GuinnessPLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

HoechstAG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Hughes Danbury Optical Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Illinois Tool Works. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

Insilco Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

J.C.PenneyCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Jitney-Jungle Stores of America, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Johnson&Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Koninklijke Ahold NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

LaFarge Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Landamerica Financial Group. Inc. [formerly Lawyers Title Corporation] . . . . . . 9

Litton Industries. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Local Health System. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Lockheed Martin corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

LoewenGroupInc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Loewen Group International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

MahleGmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Medtronic. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Medtronic. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

MerckandCo. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Mustad International Group NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

NGCCorporation ................................................. 11

Nortek.Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

PacifiCorp ...................................................... 11

Phillips Petroleum Company ........................................ 12

PraxairInc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Raytheoncompany ............................................... 12

Rite Aid Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Roche Holdings Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

S.C.Johnson&Son.Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Service Corporation International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ShellOilCompany ................................................ 13

ShellOilCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Silicon Graphics. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Skychefs. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Stop & Shop Companies. Inc.. The . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Tenet Healthcare Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

TimeWamerInc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

TRWInc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Upjohncompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Wesley-lessen Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

Williams Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Authorizations to Seek Preliminary Injunctions . . . . . . . . . . . . . . . . . . . . . . . . . .16

Blodgett Memorial Medical Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Cardinal Health Inc................................................ 16

McKesson Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

MediqInc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Questar Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Rite Aid Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Staples.Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Tenet Healthcare Corporation ....................................... 17

Commission Opinionshitial Decisions ................................ 17

Court Decisions .................................................. 18

Blodgett Memorial Medical Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Coca-Cola Bottling of the Southwest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Freeman Hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Orderviolations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Columbia/HCA Healthcare Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

CVS Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Red Apple Companies. Inc.......................................... 19

Rite Aid Corporation .............................................. 19

SchnuckMarkets.Inc .............................................. 19

Other Commission Orders .......................................... 19

Blodgett Memorial Medical Center ................................... 19

Coca-Cola Bottling of the Southwest ................................. 20

Freeman Hospital ................................................. 20

Complaints ......................................................20

Automatic Data Processing. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Blodgett Memorial Medical Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Monier Lifetile LLC .............................................. 20

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Clayton Act -- Section 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Horizontal Merger Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Protocol . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

11. Hart-Scott-Rodino Antitrust Improvements Act Enforcement . . . . . . . . . . . . . . . . . . . . . . 22

Court Decis~ons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Consentorders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Automatic Data Processing. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Blackstone Capital Partners II Merchant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Foodmaker.Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

. .

Hany E . Flggle. Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Loewen Group Inc . and Loewen Group International. Inc . . . . . . . . . . . . . . . . . .23

Mahle GmbH and Metal Leve S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Sara Lee Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .- 2 3

Titan Wheel International. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Complaints (Filed as part of a consent agreement not listed separately) . . . . . . . 24

Rules and Formal Interpretations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Rules to Exempt Certain Mergers and Acquisitions . . . . . . . . . . . . . . . . . . . . . . 24

Rules to Exempt Certain Acquisitions Required by FTC Orders or Court Orders .

Amendment to Rule 802.70 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Limited Liability Companies - Formal Interpretation . . . . . . . . . . . . . . . . . . . . . 24

Other ........................................................... 25

Seventeenth Annual Report (Fiscal Year 1994) ......................... 25

Eighteenth Annual Report (Fiscal Year 1995) .......................... 25

Nineteenth Annual Report (Fiscal Year 1996) .......................... 25

Twentieth Annual Report (Fiscal Year 1997) ........................... 25

Twenty-first Annual Report (Fiscal Year 1998) ......................... 25

III. Non-Merger Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Horizontal Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Commission Opinions/Initial Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

California Dental Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

International Association of Conference Interpreters ..................... 26

CourtDecisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

California Dental Association ....................................... 26

Authorizations to Seek PreliminaryiPermanent Injunctions ................ 26

Consentorders ................................................... 27

Asociacion de Farmacias Region de Arecibo ........................... 27

Checkpoint Systems, Inc............................................ 27

ChryslerDealers .................................................. 27

College of Physicians and Surgeons of Puerto Rico ...................... 27

Columbia River Pilots ............................................. 28

Council of Fashion Designers of America ............................. 28

Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico . . . . . . . . . . . . . . 28

Detroit Automobile Dealers Association ............................... 28

Ethyl Corporation ................................................. 28

Fastline Publication, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Federal News Service Group, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Reuters America. Inc............................................... 29

Institutional Pharmacy Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

M.D. Physicians of Southwest Louisiana. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Mesa County Physicians IPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Montana Associated Physicians. Inc . - Billings Physician Hospital Alliance. Inc.29

North Lake Tahoe Medical Group. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Port Washington Real Estate Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Precision Moulding Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

RxCare of Tennessee. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Santa Clara Motor Car Dealers Association . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Sensormatic Electronics Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

South Lake Tahoe Lodging Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Stone Container Corporation ........................................ 31

Summit Communications Group. Inc.................................. 31

Summit Technology. Inc........................................... 31

Urological Stone Surgeons. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Parkside Kidney Stone Centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

Complaints ...................................................... 32

Mesa County Physicians Independent Practice Association ................ 32

Summit Technology Inc. and VISX. Inc............................... 32

Other ........................................................... 32

Policy Statements ................................................. 32

1996 Statements of Antitrust Enforcement Policy in Health Care . . . . . . . . . . . 32

AdvisoryOpinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Associates in Neurology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

Phoenix Medical Network, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Alliance of Independent Medical Services, LLC ......................... 33

Direct Marketing Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

New Jersey Pharmacists Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

FirstLo0k.L.L.C. ................................................ 33

Yellowstone Physicians, LLC ....................................... 33

Foundation for the Accreditation of Hematopoietic Cell ................... 33

Henry County Memorial Hospital .................................... 33

Ohio Ambulance Network .......................................... 33

Mobile Health Resources ........................................... 33

Southwest Florida Oral Surgery Associates ............................. 33

North Ottawa Community Hospital ................................... 34

Business Health Companies, Inc...................................... 34

North Mississippi Health Services .................................... 34

Valley Baptist Medical Center ....................................... 34

Mayo Medical Laboratories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

William W . Backus Hospital ........................................ 34

American Medical Association ...................................... 34

Uronet of Louisiana. L.L.C. ......................................... 34

Southern Arizona Therapy Network, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Columbine Family Health Center . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Vertical Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Commission Opinionshitial Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Harper & Row Publishers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ToysaR,.Us . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

CourtDeclslons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Federated Department Stores . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

Authorization to Seek Preliminary/Permanent Injunctions . . . . . . . . . . . . . . . . .35

Mylan Laboratories. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Consentorders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

VI.

Amencancyanamid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 6

HaleProducts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

New Balance Athletic Shoe, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

Waterous Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

T o y s a R U s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Single Finn Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Commission OpinionsLnitial Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Court Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Consentorders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Dell Computer Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37

Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

. . . ...................................................

International Act~vlt~es

Compeut~onSpeeches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

. .

Stat~stics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ABA ANTITRUST SECTION

SPRING MEETING

Summary of Bureau of Competition Activity

Fiscal Year 1996 Through March 3 1 , 1 9 9 9 l

Mergers

Consent Orders

ABB (Proposed Consent Agreement Accepted for Public Comment January

6, 1999): ABB agreed to divest the Analytical Division of Elsag Bailey Process

Automation N.V. to settle antitrust concerns that the acquisition of Elsag would

substantially reduce competition in the market for process gas chromatographs and

process mass spectrometers, analytical instruments used to measure the chemical

composition of a gas or liquid used in petrochemical refining, pharmaceutical and

chemical manufacturing, and pulp and paper processing.

Albertson's, Inc. (Final Order December 8, 1998): A consent order

requires Albertson's to divest eight supermarkets in Montana and seven in Wyoming to

Supervalu Holdings, Inc. in an effort to maintain competitive pricing in the areas.

According to the complaint, Albertson's acquisition of Buttrey Food and Drug Store

Company would result in higher prices and reduced quality in 1 1 communities.

Autodesk, Inc. (Final Order June 18, 1997): Consent order settles charges

that the acquisition of Sojidesk, Inc. would reduce competition in the development and

sale of computer-aided design software engines (CAD) and prohibits Autodesk from

reacquiring "IntelliCADD," a CAD engine recently sold by Softdesk to Boomerang

Technology, Inc., or any entity that controls the IntelliCadd technology.

* Denotes new cases during this period -- the first public notice of an enforcement action

by the Commission.

4. * American Home Products (Final Order May 16, 1997): Consent order

settles charges that the proposed acquisition of Solvay, S.A.'s animal health business

would reduce competition in the market for the research, development, manufacture

and sale of canine lyme vaccine, canine corona virus vaccine, and feline leukemia

vaccine. The order requires divestiture of Solvay's U.S. and Canadian rights to the

three types of vaccines to the Schering-Plough Corporation or another Commissionapproved buyer.

Baxter International Inc. (Final Order March 24, 1997): Consent order

requires divestiture of Baxter's Autoplex product line of Factor VIII inhibitors used in

the treatment for hemophilia and the licensing of Immuno International AG's fibrin

sealant, a biologic product in development to be used to control bleeding in surgical

procedures. According to the complaint issued with the final order, the acquisition of

Immuno International would tend to create a monopoly and increase Baxter's ability

to unilaterally raise prices in the market for the research, manufacture and sale of

biologic products derived from human blood plasma.

* The Boeing Company (Final Order March 5, 1997): Consent order

permits the acquisition of Rockwell International Corporation's Aerospace and

Defense business subject to a divestiture and other conditions. Currently, there are two

teams competing to develop high-altitude endurance unmanned air vehicles for the

Department of Defense's Advance Research Projects Agency -- BoeingILockheed

(developing Tier III Minus, a stealthy, high-altitude endurance unmanned air vehicle)

and Rockwel~eledyne(developing Tier II Plus, a non-stealthy, high-altitude

endurance unmanned air vehicle). As a result of the acquisition, Boeing would become

a member of both teams and could increase the price of the components it supplies or

reduce its investment in technology and quality. The consent order allows Teledyne, if it

chooses, to replace Rockwell as its wing supplier without incurring any significant costs

or risks to the project. Terms of the consent order require Boeing to deliver the assets

necessary to produce the Tier 11Plus wings to businesses designated by Teledyne. The

order also establishes a "firewall" between Boeing's Tier ID Minus business and the

Rockwell North American Aircraft Division that provides Tier II Plus wings.

7. * British Petroleum Company p.1.c. (Proposed Consent Agreement

Accepted for Comment December 30, 1998): A proposed consent order requires The

British Petroleum Company and Amoco Corporation to divest 134 gas stations in

eight markets and nine light petroleum products terminals to settle antitrust concerns that

their proposed merger would substantially reduce competition in certain wholesale

gasoline markets.

Cablevision Systems Corp. (Final Order April 27, 1998): Consent order

settles charges that Cablevision's acquisition of certain cable operations in northern

New Jersey and in New York from Tele-CommunicationsInc. would result in higher

prices and lower quality of cable television services for residents of Paramus and

Hillsdale, New Jersey. The settlement requires divestiture of TCI's cable systems in the

two cities.

Cadence Design Systems, Znc. (Final Order August 11, 1997): Cadence

agreed to settle charges that its acquisition of Cooper & Chyan Technology, Inc.

would reduce competition for "routing" software used to automate the design of

integrated circuits or microchips. According to the complaint, the merger would reduce

Cadence's incentives to permit competing suppliers of routing tools to obtain access to

its layout environments resulting in less innovation, higher prices, and reduced services.

To ensure that independent software developers of commercial routing tools continue to

compete with Cooper & Chyan's technology, the consent order requires Cadence to

allow the developers to participate in Cadence's software interface programs.

10.

Castle Harlan Partners, I1 L P . (Final Order December 20, 1996): Final

consent order preserves competition in the sale of commemorative class rings to

graduating high school and college students. The order requires restructuring of the

purchase agreement to exclude Gold Lance, Inc. from the proposed plans to acquire

Class Rings, Inc. The new acquisition plan is limited to the class ring business of Town

& Country Corporation and CJC Holdings, Inc.

11.

Ciba-Geigy Limited (Final Order March 24, 1997): Final consent order

settles antitrust concerns in three markets affected by the proposed acquisition of

Sandoz Ltd.: research and development in gene therapy products that are being

targeted for life-threatening conditions such as hemophilia and cancer; corn herbicides;

and flea control products. In the gene therapy market, the order requires the licensing

of certain intellectual properties to Rhone-Poulenc Rorer and other firms to permit

continued competition in research, development and commercialization for a broad

range future medical treatments. In addition, in one of the largest divestitures eve1

required under a consent order, Sandoz agreed to divest its U.S. and Canadian corn

herbicide business to BASF Aktiengesellschaft within 10 days. The consent order also

requires the divestiture of Sandoz's flea control business to Central Garden and Pet

Supply of Lafayette, California within 30 days.

12.

CMS Energy Corporation (Proposed Consent Agreement Accepted for

Public Comment March 18, 1999): CMS agreed to settle charges that its acquisition of

two natural gas pipelines, Panhandle Eastern Pipeline and Trunkline Pipeline, from

Duke Energy Company could reduce competition and increase consumer prices for

natural gas and electricity in 54 counties in Michigan. The proposed consent order

requires Consumer Energy, a CMS subsidiary, to "loan" natural gas from its own

system to shippers on third-party pipelines if the interconnection capacity with

competing pipelines falls below historical levels.

ColumbWHCA Healthcare Corporation (Final Order November 24,

13.

1995): Order allows Columbia to acquire John Randolph Medical Center in

Hopewell, Virginia but requires the divestiture of Poplar Springs Hospital in Petersburg,

Virginia to a Commission approved acquirer.

14.

Columbia/HCA Healthcare Corporation (Final Order October 3,

1995): Order settles antitrust concerns resulting from the $3 billion merger with

HealthTrust, Inc. - The Hospital Company. The settlement requires the divestiture of

seven hospitals within 12 months to a Commission approved acquirer who will operate

them in competition with Columbia/HCA. In addition, the order requires the

termination of the Orlando joint venture that operates South Seminole Hospital within

six months. The merger, involving more than 280 hospitals nationwide, is the largest

hospital merger in U.S. history.

Commonwealth Land Title Insurance Company (Final Order

15.

November 10, 1998): Final consent order settles allegations that the proposed

consolidation of its title plant with First American Title Insurance Company, its only

competitor in the Washington, DC area, would restrict competition for title services.

The consent order requires Commonwealth, among other things, to relocate its

operations and to maintain them as viable businesses in competition with First

American.

16.

Compagnie de Saint-Gobain (Final Order June 12, 1996): Consent order

preserves competition in the production and sale of certain refractory products and hot

surface igniters. The order permits the acquisition of The Carborundum Company but

requires divestiture of Carbomndum's Monofrax fused cast refractories business in

New York, its hot surface igniter business in Puerto Rico, and its silicon carbide

refractories business in New Jersey to Commission approved acquirers.

Cooperative Computing, Inc. (Final Order June 20, 1997): Consent order

17.

will preserve competition in electronic parts catalogs for the auto parts aftermarket.

The final order permits the acquisition of Triad Systems Corporation but requires the

divestiture within 60 days of the PartFinderB electronic catalog database, and the JCON@ application program interface, and support software and documentation,

through an exclusive, royalty-free and perpetual license with the right to sublicense, to

MacDonald Computer Systems or another Commission- approved buyer.

18.

CUC International, Inc. (Final Order May 4, 1998): CUC settled

allegations that its proposed acquisition of HFS, Inc. would create a monopoly in the

worldwide market for full-service timeshare exchange services. The consent order

requires divestiture of CUC's interval timeshare business to Interval Acquisition

Corporation, a new entrant. Should this divestiture not take place, the consent order

requires CUC to divest either Interval or HFS' Resort Condominiums Intemational.

CVS Corporation (Final Order August 13, 1997): CVS agreed to settle

19.

allegations that its acquisition of Revco would substantially reduce competition for the

retail sale of pharmacy services to health insurance companies and other third-party

payers in Virginia and in the Binghamton, New York metropolitan area. The consent

order requires the divestiture of 114 Revco stores in Virginia and 6 pharmacy counters

in Binghamton.

20.

Doghouse Corporation (Final Order June 10,1998): Doghouse agreed to

restructure a proposed transaction to acquire only one hydrogen peroxide production

plant from E. I. Dupont de Numbers & Co., to obtain prior Commission approval

before acquiring certain other Dupont production plants and to notify the Commission

of its attempts to acquire hydrogen peroxide facilities in specific areas. Originally,

Doghouse had planned to acquire all of Dupont's hydrogen peroxide facilities in North

America.

Devro Internationalplc (Final Order April 3, 1996): Final order preserves

21.

competition in the market for collagen sausage casings. The order permits the

acquisition of Teepak International, Inc. but requires divestiture of Devro Nonh

America, within three months of the date the order becomes final, to an acquirer preapproved by the Commission that does not already produce collagen sausage casings

for sale in the U.S. The assets in question include a manufacturing plant in Somerville,

New Jersey and a finishing plant in Ontario, Canada.

22.

Dow Chemical Company (Final Order February 20,1998): Dow agreed

to settle allegations that its acquisition of Sentrachem Limited would have substantially

lessened competition for the research and manufacture of chelating agents (chemicals

used in cleaners, pulp and paper, water treatment, photography, agriculture, food and

pharmaceutical to neutralize and inactivate metal ions) by combining two of the three

U.S. producers of the product. The terms of the consent order require Dow to divest

Sentrachem's U.S. chelant business to Akzo Novel N.V.

Dwight's Energydata, Znc. (Final Order July 28, 1997): Consent order

23.

settles charges that the acquisition of Petroleum Information Corporation could

create a monopoly for production and well history data used by geologists and

petroleum engineers to find additional oil and gas reserves. The settlement requires

Dwight to license a complete set of well history to HPDI, an independent competitor,

or another Commission-approved licensee.

EXXON Corporation (final Order October 30, 1998): EXXON will divest

24.

its viscosity index improver business to Chevron Chemical Company LLC to settle

allegations that its proposed joint venture with Royal Dutch Shell to develop,

manufacture and sell their fuel and lubricants additives would reduce competition and

lead to collusion among the remaining firms in the market.

25.

FederaEMogul Corporation (Final Order December 4, 1998): FederalMogul agreed to divest the thinwall bearings assets, Glacier Vandervell Bearings

Group, it acquires in its takeover of T&Nplc to a Commission-approved buyer. The

complaint alleged that the acquisition would increase the likelihood of coordinated

anticompetitive conduct between Federal-Mogul and the remaining competitors in the

market for thinwall engine bearings, used to separate component parts in the engines of

cars, trucks and heavy equipment.

26.

First Data Corporation (Final Order January 16, 1996): Final order

preserves competition in consumer money wire transfer services. The settlement

permits the $6.7 billion merger with First Financial Management Corporation but

requires the divestiture of either First Data's MoneyGram business or First Financial's

Western Union Financial Services within 12 months.

27.

Fresenius A.G. (Final Order October 15, 1996): Order settles charges that

the acquisition of National Medical Care, Inc. would combine two significant

producers of HD concentrate used in hemodialysis treatment. The order requires the

divestiture of the Lewisbeny, Pennsylvania hemodialysis concentrate plant to Di-Chem,

Inc. or other Commission-approved buyer.

28. * General Mills, Inc. (Final Order May 16, 1997): Consent order preserves

competition in ready-to-eat cereals. The order permits the acquisition of Ralcorp

Holdings, Inc.'s branded ready-to-eat cereal and snack mix business but requires the

transfer of licenses to manufacture and sell cereals identical to the Chex brand products

without the approval of General Mills.

Global Industrial Technologies, hc. (Final Order September 10,

29.

1998): According to the complaint issued with the final order, Global's proposed

acquisition of A P Green Industries, Inc. would combine the two largest domestic

producers of glass-furnace silica refractories. Global agreed to divest Green's silica

refractories to Robert R. Worthen and Dennis R.. Williams and to two companies

controlled by them - Utah Refractories Company and Worthen and Williams, L.L.C.

30.

Guinness PLC (Proposed Consent Agreement Accepted for Public

Comment December 12, 1997): The complaint accompanying the proposed consent

order alleged that the merger between Guinness and Grand Metropolitan PLC would

eliminate substantial competition between the two firms in the sale and distribution of

premium Scotch and premium gin in the U.S. The order requires the divestiture of

Dewar's Scotch, Bombay gin, and Bombay Sapphire gin brands worldwide to

acquirers pre-approved by the Commission.

Hoechst AG (Final Order December 5, 1995): Final order settles charges

3 1.

relating to the June 1995 $7.1 billion merger with Marion Merrell Dow, Inc. The

settlement requires Hoechst to take specific steps to ensure that the development of its

Tiazac diItiazem product (originally designed to compete with a similar IvfMD product)

would continue. The order enables Biovail Corporation to produce a competitive

product so that consumers who suffer from hypertension and cardiac disease could

benefit from better products and lower prices. The settlement also requires Hoechst to

restore competition in the research and development of : (I) diltiazem, a hypertension

and cardiac dmg, (2) drugs used to treat intermittent claudication, severe leg cramps

caused by ateriosclerosis, (3) oral dosage forms of mesalamine, used to treat

inflammatory bowel disease, and (4) rifadin, used to treat tuberculosis through the

divestiture of specific assets and through the accomplishment of prescribed steps

designed to restore competition to the market.

Hughes Danbury Optical Systems (Final Order April 30, 1996): Final

32.

order settles charges that the acquisition of Irek Optical System Division from Litton

Industries, Inc. could increase the bid prices and decrease investment for technology in

the development of deformable mirrors, a component of an optics system used by the

Air Force's Airborne Laser Program in its anti-missile defense system. The

development of the Air Force program has been contracted to two teams,

Boeinghckheed and RockwellJHughes . Deformable mirrors are manufactured by

only two firms in the U.S. -- Itek and Xinetics Inc. (Itek supplies the Boeing team;

Xinetics supplies the Rockwell team under an exclusive contract with Hughes.)

According to the complaint issued with the proposed settlement, if Hughes completes

its original purchase plan for Itek, Hughes will be involved in the supply of deformable

mirrors to both teams.

Illinois Tool Works, Znc. (Final Order April 23, 1996): Final order

33.

preserves competition in the manufacture and sale of industrial power sources and

industrial engine drives. The order pennits the acquisition of Hobart Brothers

Company but requires the divestiture of Hobart's assets, businesses and technology

relating to industrial power sources and industrial engine drives to Prestolite Electric

Incorporated within one month after the order becomes final. The order also prohibits

Illinois Tool from manufacturing products in the relevant market under the Hobart name

for seven years.

Insilco Corporation (Final Order January 27, 1998): Insilco agreed to

34.

divest two aluminum tube mills acquired in its acquisition of Helima-Helvetion

International, Inc. to settle antitrust concerns that the acquisition would substantially

reduce competition in the markets for welded-seam aluminum radiator and charged air

cooler tubing in North America.

Intel Corporation (Final Order July 20, 1998): Final Order settles

35.

allegations that Intel's acquisition of Digital Equipment Corporation's assets could

endanger the continuing and future development of the Alpha microprocessor, a direct

competitor of Intel's Pentium line of computer system components. The order requires

Digital to license the Alpha technology to Advanced Micro Devices and to Samsung

Electronics Co., Ltd. or to other Commission-approved companies to manufacture

Digital's microprocessor devices.

36.

J.C. Penney Company (Final Orders February 28, 1997): Separate final

consent orders settle charges that the acquisitions of Eckerd Corporation and 190

Rite Aid stores in North and South Carolina would give J.C. Penney a dominant

position in four metropolitan areas and increase its ability to raise prices for the sale of

pharmacy services to third party payers. The orders require the divestitures of 34

Thrifty drug stores and 127 Rite Aid drug stores in the areas by March 21, 1997.

37.

J.C. Penney Company (Final Order February 28, 1997): Refer to the

discussion under number 36 above.

38.

Jitney-Jungle Stores of America, Inc. (Final Order January 28, 1998):

Final order settles allegations that Jitney-Jungle's acquisition of Delchamps, Inc. would

substantially reduce competition among supermarket stores in the areas of GulfportBiloxi, Hattiesburg and Vicksburg, Mississippi. The consent order requires the

divestiture of 10 supermarkets to Supervalu, Inc.

39.

Johnson &Johnson (Final Order March 19, 1996): Final order settles

antitrust charges that the acquisition of Cordis Corporation would create a controlling

firm in the market for cranial shunts, medical devices used in the treatment of

hydrocephalus. The order requires the divestiture of the Cordis Neuroscience business

to a Commission-approved buyer within one year.

Koninklijke Ahold NV (Final Order September 30, 1996): Consent order

40.

settles charges that the acquisition of The Stop & Shop Companies, Inc. would

substantially reduce supermarket competition in 14 communities in New England. The

order requires the divestiture of 30 supermarkets within 30 days to buyers who would

operate the stores in competition with Ahold's "Edwards" supermarket chain.

Koninklijke Ahold NV (Proposed Consent Agreement Accepted for

41.

Public Comment October 15, 1998): A proposed consent order requires Ahold to

divest 10 supermarkets in Maryland and Pennsylvania to settle antitrust concerns

stemming from its acquisition of Giant Food Inc.

42.

LaFarge Corporation (Final Order February 12, 1999): As a result of

plans to acquire Holnam, Inc.'s Seattle cement plant, and other cement assets in

Washington State, Lafarge entered into an illegal agreement that would reduce

competition by restricting its cement distribution in the Puget Sound area. The consent

order requires LaFarge to restructure the sales agreement with Holnam to delete the

production penalty clause.

Landamerica Financial Group, Znc. [;formerlyLawyers Title

Corporation] (Final Order May 20, 1998): Landamerica agreed to divest title plants

in 11 areas to settle antitrust allegations that its proposed acquisition of

43.

Commonwealth Land Title Insurance Company and Transnation Title Insurance

Company, subsidiaries of Reliance Group Holdings, Inc. would reduce competition in

title plant services -- underwriting title insurance in the real estate industry. The consent

order requires the divestiture of the title plants of Lawyers Title or those of Reliance

Group to an acquirer approved by the Commission within six months.

Litton Industries, Inc. (Final Order May 7, 1996): Final order settles

antitrust concerns stemming from the $425 million acquisition of PRC Znc. and requires

the divestiture of PRC's systems engineering and technical assistance (SETA) contract

for the Department of Navy's Aegis destroyer program.

44.

45. Local Health System, Inc. (Final Order November 3, 1995): Final order

requires Port Huron Hospital and Mercy Hospital-Port Huron to abandon their

proposed merger plans and, for limited time periods, to notify the Commission or obtain

Commission approval before acquiring certain hospital assets in the Port Huron,

Michigan area.

Lockheed Martin Corporation (Final Order September 18, 1996):

46.

Consent order settles allegations that the proposed acquisition of Loral Corporation

would reduce competition in the markets for air traffic control systems, commercial low

earth orbit satellites, military tactical fighter aircraft, and unmanned aerial vehicles. The

order requires the divestiture of a systems engineering and technical services contract

with the Federal Aviation Administration and prohibits the sharing of sensitive

information concerning competitors' products between the two firms.

Loewen Group Inc. (Final Order July 30, 1996): Two separate consent

47.

orders settle antitrust concerns stemming from the acquisitions of certain funeral homes

and cemeteries by Loewen and its wholly-owned subsidiary, The Loewen Group

International.

Loewen Group International (Final Order July 30, 1996): Refer to

48.

discussion under number 37 above.

Mahle GmbH (Final Order June 4,1997): Consent order settles charges

49.

that the acquisition of Metal Leve S.A. would result in Mahle becoming a monopolist in

the research, development, manufacture and sale of articulated pistons used in heavy

duty diesel engines and requires divestiture of Metal Leve's U.S. piston business within

10 days of the final consent order.

Medtronic, Inc. (Final Order December 21, 1998): A final consent order

50.

settles allegations stemming from Medtronic's proposed acquisition of Physio-Control

International Corporation's automatic external defibrillator business. According to

the complaint, Medtronic, through its controlling interest in SurVivaLink Corporation, a

direct competitor of Physio-Control, would control both companies as a result of the

acquisition and thereby increase the likelihood of coordinated interaction which could

result in increased prices and reduce innovation in the market. The consent order

requires Medtronic to become a passive investor in SurVivaLink and reduce many of

its present and future business contacts with the firm.

Medtronic, Znc. (Proposed Consent Order Accepted for Public Comment

5 1.

March 5, 1999): Medtronic agreed to divest Avecor Cardiovascular, Inc.'s nonocclusive arterial pump assets to settle antitrust concerns that the acquisition would

lessen competition for the research, development, manufacture and sale of the pumps in

the United States.

Merck and Co, Znc. (Final Order February 18, 1999): The complaint,

52.

issued with the consent order, alleged that as a result of Merck's 1993 acquisition of

Medco, the nation's largest benefits manager, Merck's drugs received favorable

treatment through Medco's drug-list formulary made available to medical professionals

who prescribe and dispense prescriptions to health plan beneficiaries. The consent

order requires Medco, among other things, to maintain an "open formulary" to include

drugs approved by an independent Pharmacy and Therapeutics Committee, staffed by

physicians and pharmacologists who have no financial interest in Merck.

53. MusladZnternational Group NV (Final Order October 30, 1995): Order

requires either the divestiture of Capewell Manufacturing Company or the divestiture of

production assets and related technology to a Commission approved acquirer to settle

charges that Mustad monopolized the manufacture and sale of rolled horseshoe nails in

the United States through four acquisitions of current and potential competitors.

54.

NGC Corporation (Final Order December 12, 1996): Final order preserves

competition in natural gas fractionation in the Mont Belvieu, Texas area. The order

permits the acquisition of certain gas transportation assets from Chevron Corporation

but requires the divestiture of the Mont Belvieu I gas liquids fractionation plant in Mont

Belvieu, Texas.

Nortek, Znc. (Final Order October 8, 1998): The consent order permits

55.

Nortek's acquisition of NuTone, Inc., its closest competitor, but requires its divestiture

of M&S, the second largest seller of hard-wired residential intercoms in the United

States.

PacifiCorp (Proposed Consent Agreement Withdrawn and Investigation

56.

Closed June 30, 1998): The Commission withdrew a proposed consent agreement that

settled allegations that PacificCorp's proposed acquisition of The Energy Group PLC

would lead to increases in wholesale and retail electricity prices in the United States.

During the comment period PacificCorp withdrew its bid after the Texas Utilities

Company announced a competing tender offer for The Energy Group.

57. Phillips Petroleum Company (Final Order March 28, 1997): Consent

order settles charges that the acquisition of gas gathering assets from ANR Pipeline

Company would reduce competition for natural gas gathering services in five

Oklahoma counties. The order permits the acquisition but requires the divestiture of

160 miles of pipeline system in the Anadarko Basin within 30 days to a Commissionapproved buyer.

58. Phillips Petroleum Company (Final Order December 28, 1995): Consent

order preserves competition in natural gas gathering systems in the Texas OklahomaPanhandle region. The order requires the parties to modify their acquisition plans to

prevent Phillips from acquiring Enron Corp.'s 830 miles of natural gas pipeline

gathering systems in the area.

Pruxair Znc. (Final Order April 1, 1996): Final order settles charges that the

59.

acquisition of CBI ~ndustries,Inc. would reduce competition for "merchant"

atmospheric gases in areas of California, Connecticut, and Minnesota. The order

requires Praxair to divest four CBI plants within one year and to maintain the

production facilities as viable, independent competitors pending divestiture.

Raytheon Company (Final Order September 3, 1996): Consent order

60.

settles charges that the acquisition of Chrysler Technologies Holding, Znc. reduced

competition for the U.S. Navy's future procurement of the Submarine High Data Rate

satellite communications system for use in Navy submarines. The order requires

Raytheon to erect an information "firewall" to prohibit the exchange of sensitive

information concerning the Submarine HDR system prior to the completion of the

competitive procurement.

61. Rite Aid Corporation (Investigation Closed June 13, 1996): The

Commission determined that the relief obtained in a consent decree by the Maine

Attorney General was adequate to settle concems regarding Rite Aid's acquisition of

Brooks Retail Pharmacies in Maine from Maxi Drug, Inc. The Commission therefore

closed its investigation. During fiscal year 1995, Rite Aid entered into an agreement

with the Commission to maintain the business of its own stores and the business of the

Brooks' pharmacies until the agency completed its investigation.

Roche Holdings Lfd. (Final Order April 22, 1998): Roche agreed to

62.

divest, certain assets in the U.S. and Canada to settle antitrust concems stemming from

its proposed acquisition of Corange Limited. The consent order permits the

acquisition but requires the divestiture of Cardiac thrombolytic agents (drugs used to

treat heart attack victims) and ongoing business assets relating to chemicals used to test

for the presence of illegal or abused drugs.

S.C. Johnson & Son, Inc. (final Order April 20, 1998): Consent order

63.

settles charges that Johnson's acquisition of Dowbrands would adversely affect

competition and potentially raise the prices consumers pay for soil and stain removers

and glass cleaners. The consent order requires the divestiture of Dow's "Spray 'n

Starch, "Spray 'n Wash" , and "Glass Plus" businesses to Reckitt & Colman.

64.

* Service Corporation International (Final Order March 21, 1996):

Consent order resolves antitrust concerns regarding the acquisition of assets for funeralrelated services. The order permits the acquisition of Gilbraltar Mausoleum

Corporation but requires divestiture of seven funeral homes, cemeteries and

crematories in Texas and Florida within 12 months to Commission-approved

purchasers that would operate them in competition with SCI.

65.

Service Corporation International (Proposed Consent Agreement

Accepted for Public Comment January 15, 1999): The proposed consent agreement

permits SCI to acquire Equity Corporation International and requires the divestiture

of funeral service and cemetery properties in 14 markets to Carriage Services, Inc.

66.

Shell Oil Company (Final Order April 21, 1998): Shell Oil and Texaco

settled allegations that their proposed joint venture would reduce competition and could

raise prices for gasoline in Hawaii, California, and Washington and the price of asphalt

in California. The consent order requires Shell to divest a package of assets, including

Shell's Anacortes, Washington refinery; a terminal and retail gasoline stations in Oahu,

Hawaii and retail gas stations, and a pipeline in California.

67.

Shell Oil Company (Final Order December 21,1998): Final consent

requires Shell Oil and its Tejas Energy, LLC, subsidiary, to divest parts of the ANR

pipeline system in Oklahoma and Texas to settle charges that its acquisition of gas

gathering assets of The Coastal Corporation would lead to anticompetitve increases in

gas gathering rates and an overall reduction in gas drilling and production in the two

states.

68. Silicon Graphics, Inc. (Final Order November 14, 1995): Consent

agreement settles antitrust concerns relating to the $500 million acquisitions of Alias

Research Inc. and Wavefront Technologies, Inc., two of the world's three leading

entertainment graphic software firms that provide high-resolution two-dimensional and

three-dimensional digital images for movies. The order requires SGI to take steps to

ensure that this type of software wit1 be available for use on computer workstations

other than SGI's proprietary platform. The order also requires SGI to maintain an

open architecture so that other software developers can develop entertainment graphics

software for use on SGI workstations.

Sky Chefs, Inc. (Final Order September 18, 1998): Sky Chefs restricted

69.

its acquisition plans, excluding Ogden Corporation's in-flight catering operation at the

McCarran International Airport in Las Vegas, Nevada from its purchase agreement to

settle Commission concerns that the consolidation of the two firms in Las Vegas would

lead to higher prices for airline catering services. The consent order prohibits Sky

Chefs from making certain acquisitions without Commission approval for 10 years.

Stop & Shop Companies, Znc., The (Final Order April 2, 1996): Final

70.

order settles charges that the merger of Stop & Shop and Purity Supreme, Inc. would

reduce supermarket competition and lead to higher prices in the Boston Metropolitan

area, Cape Cod, the South Shore area, Bedford and Brockton. The consent order

requires the merged firm to divest 17 supermarkets in the five relevant areas within nine

months to entities pre-approved by the Commission that will operate the stores in

competition with the merged firm's remaining stores in those areas.

Tenet Healthcare Corporation (Final Order May 20, 1997): The

71.

proposed consent order permits the acquisition of OrNda Healthcorp but requires the

divestiture of Tenet's French Hospital Medical Center and related OrNda assets in San

Luis Obispo County, California by August 1. 1997. This is the shortest divestiture

period ever imposed on a hospital merger order.

Time Warner Inc. (Final Order February 3, 1997): Final consent order

72.

requiring the restructuring of the acquisition of Turner Broadcasting System, Inc.

settles antitrust concerns that the acquisition would restrict competition in cable

television programming and distribution. The order requires Tele-Communications,

Inc., the nation's number one cable operator, to divest its interests in Turner; reduces

contractual agreements between TCI, Turner and Time Warner to carry certain

programming; reduces opportunities for bundling programming; prohibits price

discrimination against competing cable systems; and requires Time Warner's cable

systems to carry a rival news channel to compete with CNN

73.

TRWlnc. (Final Order April 6, 1998): TRW settled antitrust allegations

stemming from its acquisition of BDM, a firm that provides, among other things, systems

engineering and technical services (SETA) to the Department of Defense. TRW was

part of one of two teams bidding for DOD'S Ballistic Missile Defense Organization's

lead system integrator program. The acquisition would have placed TRW into BDM's

role of SETA contractor whereby TRW could gain sensitive competitive information,

including cost and bidding information, about it's only other competitor for the program.

According to the complaint issued with the consent order, this situation could have

resulted in less aggressive bidding and higher prices for the leading system integrator

program, or put TRW in a position to favor its own team by setting unfair procurement

specifications or submitting unfair proposal or performance evaluations. The consent

order requires TRW to divest the SETA contract to a Commission approved acquirer.

Upjohn Company (Final Order February 8, 1996): Consent agreement

74.

settles antitrust concerns that the merger of Upjohn and Pharmacia Aktiebolag would

prevent the development of drugs used in the treatment of colorectal cancer. The final

order requires the merged firm, within one year, to divest Pharmacia's topoisomerase I

inhibitors assets and provide technical assistance to a buyer approved by the

Commission and the National Cancer Institute who will continue the research and

development of the cancer treating drug.

Wesley-Jessen Corporation (Final Order January 3, 1997): Final order

75.

preserves competition in the production and sale of opaque contact lenses. The order

permits the acquisition of Pilkington Barnes Hind International, Inc. but requires the

divestiture of the opaque contact lens business within four months to a Commission

approved acquirer.

Williams Companies (Final Order June 17, 1998): Consent order permits

76.

the acquisition of MAPCO, Inc. but requires Williams to lease its pipeline to Kinder

Morgan Energy Partners, a terminal competitor of MAPCO, to ensure that Kinder

Morgan can continue to exist as an independent competitor in the transportation and

terminaling of propane in certain Midwest markets. Under terms of the consent order

Williams agreed to connect its Wyoming gas processing plant to any new competitng

pipeline in the future.

77. * Zeneca Group PLC (Proposed Consent Agreement Accepted for

Comment March 24, 1999): Under terms of a proposed consent order, Zeneca

agreed to divest assets relating to levobupivacaine, a long-acting local anesthetic, to

settle antitrust concerns stemming from its proposed merger with Astra AB. The assets

will be purchased by Chiroscience Group plc, the developer of levobupivacaine.

Authorizations to Seek Preliminary Injunctions

* Blodgett Memorial Medical Center (January 19, 1996): Staff authorized

to file a motion for a preliminary injunction to block the proposed merger of the two

largest hospitals in Grand Rapids, Michigan, Blodgett and Butterworth Hospital, on

grounds that the merger would substantially reduce competition for acute-care inpatient

hospital services in the area. The complaint was filed January 23, 1996 in the U.S.

District Court for the Westem District of Michigan (Southern Division). On September

26, 1996, the court denied the Commission's request for an injunction. An

administrative complaint alleging violation of the antitrust laws also was filed on

November 18, 1996. The Commission ended its litigation after the U.S. Court of

Appeals for the Sixth Circuit upheld the district court's decision.

Cardinal Health Inc. (March 3, 1998): The Commission authorized staff

to file separate motions in federal district court to block the mergers of the nation's four

largest drug wholesalers into two wholesale distributors of pharmaceutical products.

The Commission charged that Cardinal 's proposed acquisition of Bergen Brunswig

Corporation and McKesson Corporation's proposed acquisition of AmeriSource

Health Corp. would substantially reduce competition in the market for prescription

drug wholesaling and lead to higher prices and a reduction in services to the companies'

customers -- hospitals, nursing homes and drugstores -- and eventually to consumers.

Two separate motions for preliminary injunctions were filed in the U.S. District Court

for the District of Columbia March 6, 1998. On July 31, 1998, the District Court

granted the Commission's motions enjoining both proposed mergers. The parties

abandoned their respective merger plans soon after the decision.

McKesson Corporation (March 3, 1998): Refer to the discussion under

Cardinal Health Inc., number 2 above.

* Mediq Inc. (July 29, 1997): Mediq abandoned its proposed acquisition of

Universal Hospital Services after the Commission filed a complaint and motion for a

preliminary injunction to block the merger of the nation's two largest firms engaged in

the rental of hospitals of movable medical equipment, such as respiratory, infusion, and

monitoring devices. The complaint, filed in the U.S. District Court for the District of

Columbia, alleged that the merger would create a monopoly which would raise the

rental prices of movable medical equipment rental in many major metropolitan areas

across the nation.

Questar Corporation (December 27, 1995): Staff authorized to seek a

preliminary injunction to prevent the acquisition of a 50 percent interest in Kern River

Gas Transmission Company from Tenncco, Inc. on grounds that the acquisition

would create a monopoly in the transmission of natural gas to industrial customers in the

Salt Lake City area. The parties abandoned their acquisition plans shortly after the

Commission filed its complaint in federal district court.

Rite Aid Corporation (April 17, 1996): Staff authorized to seek a

preliminary injunction in federal district court to block the acquisition of Revco D.S.,

Inc. on grounds that the merger of the two largest retail drug store chains in the United

States would result in an increase in the price of prescription drugs sold through

pharmacy benefit plans in numerous geographic areas. Rite Aid withdrew its tender

offer before the Commission could file its motion in court.

* Staples, Znc. (March 10, 1997): Staff authorized to file a motion for a

preliminary injunction to block the proposed acquisition of OBce Depot, Znc. on

grounds that the $4 billion acquisition would allow the combined firm to control prices

for the sale of office supplies in numerous metropolitan areas in the United States. On

June 30, 1997, the U.S. District Court for the District of Columbia granted the

Commission's motion for the injunction. Staples abandoned its acquisition plans in July

1997.

Tenet Healthcare Corporation (April 16,1998): Staff authorized to file

a motion for a preliminary injunction to block the proposed acquisition of Doctors

Regional Medical Center in Poplar Bluff, Missouri. On July 30, 1999, the U.S. District

Court for the Eastern District of Missouri granted the Commission's motion for the

injunction. Tenet filed a notice of appeal on August 10, 1999. An administrative

complaint issued August 20, 1998 charged that the proposed merger of the only two

general hospitals in Poplar bluff would eliminate price, cost and quality competition and

put consumers at risk of paying more for health care.

Commission Opinions/InitiQlDecisions

None

Court Decisions

Blodgeff Memorial Medical Center (July 8, 1997): The U.S. Court of

Appeals for the Sixth Circuit upheld a decision by the District Court in the Western

District of Michigan that denied the Commission's motion for a preliminary injunction to

block the merger of Blodgett and Butteworth Health Corporation. The complaint

charged that the merger would substantially reduce competition for acute care inpatient

hospital services in the Grand Rapids area.

2. Coca-Cola Boftling of the Southwest (June 10, 1996): The U.S. Court of

Appeals for the Fifth Circuit vacated and remanded the Commission's decision for

reconsideration and mled that the Commission erred by applying the standard of

Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission Act,

rather than using the standards of the Soft Drink Interbrand Competition Act of 1980,

because the acquisition of the San Antonio Dr Pepper Bottling Company's Dr

Pepper and Canada Dry franchises was predominantly vertical.

3. Freeman Hospital (November 30, 1995): The U.S. Court of Appeals for the

Eighth Circuit affirmed the district court decision and denied the Commission's motion

for a preliminary injunction to bar the merger between Freeman and Tri-State

Osteopathic Hospital Association (d/b/a Oak Hill Hospital).

Order Violations

Columbia/HCA Healthcare Corporation (July 30, 1998):

ColumbiaMCA paid a $2.5 million civil penalty to settle charges that it failed to divest

the Davis Hospital and Medical Center in Layton, Utah, the Pioneer Valley Hospital in

West Valley City, Utah and the South Seminole Hospital in Florida as required by a

1995 consent order. The complaint and settlement were filed in the U.S. District Court

for the District of Columbia.

CVS Corporation (March 26, 1998): CVS agreed to pay a $600,000 civil

penalty to settle allegations that it violated the asset maintenance agreement under a

1997 consent order that settled antitrust concerns stemming from its acquisition of

Revco D.S., Inc. According to the complaint, CVS removed the computerized

pharmacy recordkeeping systems eliminating all automated access to pharmacy files

from 113 Revco pharmacies prior to its Commission approved divestiture to Eckerd.

The complaint and proposed settlement were filed in U.S. District Court for the District

of Columbia. In addition to the civil penalty action filed by the Commission, CVS paid

a fine to the Commonwealth of Virginia for violating Virginia's Board of Pharmacy

regulations about the proper transfer of prescription records.

3. *Red Apple Companies, Inc. (Febmary 23, 1997): Judgment entered

requiring Red Apple and its chairman, John Catsimatidis, to pay a $600,000 civil

penalty to settle charges that they violated a 1994 consent order when they failed to

divest five New York City supermarkets by March 1996. The complaint and proposed

settlement were filed in the U.S. District Court for the Southern District of New York

by Commission attorneys. The consent agreement settled allegations in an

administrative complaint that the acquisitions of Sloan's supermarkets substantially

reduced competition in four areas of Manhattan.

4. *Rite Aid Corporation (February 25, 1998): Rite Aid agreed to pay a

$900,000 civil penalty to settle charges that it failed to divest three drug stores located

in Bucksport and Lincoln, Maine, and Berlin, New Hampshire as required by a 1994

consent order. The consent order settled allegations

that Rite Aid's acquisition of

Laverdiere Enterprises, Inc. would lead to higher prices for prescription drugs sold in

retail stores in the three areas. The complaint and proposed

settlement filed in the U.S.

District Court for the District of Columbia by Commission attorneys, would require Rite

Aid to pay the civil penalty to the U.S. Department of Treasury within 30 days.

Schnuck Markets, Inc. (July 28,1997): Schnuck agreed to pay a $3 million

civil penalty to settle charges that the supermarket chain allowed numerous stores,

designated for divestiture under a 1995 consent order, to deteriorate before being sold.

The settlement requires Schnuck to divest two closed supermarkets in the St. Louis

area within six months to a Commission approved acquirer. The complaint and

settlement were filed in U.S. District Court for the Eastern District of Missouri.

F. Other Commission Orders

1. Blodgett Memorial Medical Center (September 26,1997): The

Commission ended its administrative challenge of the proposed merger of Blodgett and

Butterworth Health Corporation, two acute care inpatient hospitals in the Grand

Rapids, Michigan area, concluding that further litigation in the case was not in the public

interest. The complaint was dismissed under a 1995 policy statement in which the

Commission determines on a case-by-case basis whether to pursue administrative

litigation in merger cases after a federal district court declined to bar the firms from

merging pending the outcome of an administrative trial. The hospitals merged in 1997.

2. Coca-Cola Bottling of the Southwest (September 10, 1996): The

Commission dismissed its complaint against Coca-Cola Bottling Company of the

Southwest after the U.S. Court of Appeals for the Fifth Circuit ruled that the

competitive effects of the 1984 acquisition of a Texas-area D r Pepper franchise should

have been reviewed under the Soft Drink Interbrand Competition Act of 1980 rather

with the court

than the Clayton Act. The Commission said that, while it-disagreed

decision, the circumstances underlying the court's decision were not likely to apply in

future cases involving an acquisition of soft drink bottlers.

3. Freeman Hospital (November 30, 1995): The Commission determined not to

pursue the administrative litigation and dismissed the complaint that challenged the

merger of the second and third largest acute care hospitals in the Joplin, Missouri

metropolitan area. The complaint alleged that the merger of Freeman and Oak Hill

Hospitals substantially reduced competition and raised prices for inpatient acute care

hospital services in the area. The hospitals consummated the merger after the Eighth

Circuit affirmed the district court's denial of the Commission's motion for a preliminary

injunction. The decision to end the administrative proceedings was made in accordance

with a 1995 policy statement under which the Commission would evaluate on a caseby-case basis whether to pursue administrative litigation after the denial of a preliminary

injunction.

Complaints

Automatic Data Processing, Inc. (November 1 3 , 1996): An

administrative complaint charged that the 1995 acquisition of Autolnfo, Inc. created a

monopoly and raised prices in the automobile salvage yard information management

indusq. A final order (October 10, 1997) requires the divestiture of specific

integrated computer systems for auto parts inventory exchange.

2. Blodgett Memorial Medical Center (November 18, 1996): The

administrative complaint charged that the proposed merger of Blodgett and

Buttenvorth Hospital would substantially reduce competition for acute-care inpatient

hospital services in the Grand Rapids, Michigan area.

Monier Lifetile LLC (September 22, 1998): An administrative complaint

charged that the Monier joint venture formed by concrete roofing tile manufacturing

division of Boral Ltd. and LaFarge SA could significantly diminish competition in areas

of the Southwest and Florida. A proposed consent order accepted for public comment

(March 2, 1999) requires the divestiture of production facilities in Casa Grande,

Arizona; Corona, California; and Fort Lauderdale, Florida.

Other

1. Clayton Act Section 8 (Effective January 11, 1999): Changes in two

threshold figures, based on the change in the Gross National Product, define when it is

unlawful for an individual to serve as an officer or director of two or more competing

corporations: (1) each of the two companies has capital, surplus and undivided profits

in excess of $15,308,000, and (2) the competitive sales of each corporation exceed

$1,530,800.

2. Horizontal Merger Guidelines (Effective April 8, 1997): The Commission

and the Department of Justice revised their joint I992 Horizontal Merger Guidelines

to clarify how they analyze efficiency claims in mergers under review and what merging

firms must do to demonstrate claimed efficiencies. The revisions explain how

efficiencies may affect the analysis of whether a proposed merger may lessen

competition substantially in a relevant market. The revisions define more precisely

which efficiencies are attributable to a proposed merger and which could be achieved in

other ways, clarify what parties must do to demonstrate claimed efficiencies, and

explain how efficiencies are factored into the analysis of the competitive effiects of a

merger.

3. Protocol (Effective March 11.1998): The Commission, the Department of

Justice and the National Association of Attorneys General released a "Protocol" of how

the agencies will conduct joint and coordinated merger investigations to minimize the

burden on private parties; protect confidential information; encourage a close

collaboration between federal and state officials in the settlement process; and

coordinate efforts in the release of information to the news media.

Hart-Scott-Rodino Antitrust Improvemerzts

Act Enforcement

II.

Court Decisions

None

Consent Orders

Automatic Data Processing, Znc. (March 27, 1996): ADP agreed to pay

$2.97 million in civil penalties for failing to include key competitive documents in a

premerger filing for its acquisition of Autolnfo, Inc. The documents excluded from the

filing included a marketing plan explaining how the acquisition would enable ADP to

"monopolize the salvage industry." The civil penalty settlement is the thud largest ever

obtained for a violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

and is also the largest ever obtained under charges for failure to submit documents

required by item 4(c) of the Notification and Report Form. The complaint was filed in

U.S. District Court for the District of Columbia by Commission attorneys serving as

special attorneys to the U.S. Attorney.

Blackstone Capital Partners ZZ Merchant Banking Fund LP.

(March 31, 1999): Blackstone and one of its general partners, Howard A. Lipson,

agreed to pay $2,835,000 to settle charges that they failed to file notification before

acquiring the Prime Succession, Inc. chain of funeral homes. When the Blackstone

notification and report form was submitted, Mr. Lipson certified the filing to be "true,

correct and complete". That filing contained no documentation relating to the Prime

acquisition, later discovered by the antitrust agencies through documentation submitted

by another filing person in an unrelated transaction. Under terms of the settlement,

Blackstone will pay $2,785,M)D7Mr. Lipson will pay $50,000. This is the first time

HSR civil penalties have been imposed on an individual for improper certification of an

HSR Notification and Report Form. The complaint and settlement were filed in U.S.

District Court for the District of Columbia by Commission attorneys acting as special

attorneys to the U.S. Attorney Genera.

Foodmaker, Znc. (August 13, 1996): Foodmaker paid $1.45 million in civil

penalties to settle charges that its Chi-Chi's subsidiary failed to comply with the

notification and filing requirements under the HSR Act before it acquired Consul, Inc.,

operator of 26 Chi-Chi's franchises. The complaint was filed in the U.S. District Court

for the District of Columbia by Commission attorneys acting as special attorneys to the

U.S. Attorney General.

* Harry E. Figgie, Jr. (February 13, 1997): Mr. Figgie agreed to pay a

$150,000 civil penalty to settle charges that he acquired restricted voting securities in

Figgie International Inc. without notifying the two federal antitrust enforcement

agencies under the HSR Act. The complaint and settlement were filed in U.S. District

Court for the District of Columbia by Commission attorneys serving as special attorneys

to the U.S. Attorney General.

Loewen Group Inc. and Loewen Group International, Inc. (March

3 1, 1998): Loewen Group and its subsidiary paid a $500,000 civil penalty for failure

to file a notification and observe the required waiting period with the two federal

antitrust agencies before acquiring voting securities of Prime Succession, Inc., valued at

$16 million. The complaint and settlement were filed in U.S. District Court for the

District of Columbia by Commission attorneys serving as Special Attorneys to the U.S.

Attorney General.

Mahle GmbH and Metal Leve S.A. (February 27, 1997): Mahle, a

Geman piston manufacturer, and Metal Leve, a Brazilian competitor, agreed to pay a

record $5.6 million civil penalty for failing to comply with the premerger notification and

waiting period requirements before Mahle acquired more than a 50 percent interest in

Metal Leve. The complaint, filed in the U.S. District Court for the District of Columbia

by Commission attorneys, alleged that the parties knew that the transaction posed

serious antitrust concerns and consummated the deal knowing that they were violating

the provisions of the HSR Act. The civil penalty is the largest amount collected for a

violation of this type.

Sara Lee Corporation (February 9, 1996): Complaint charged that Sara

Lee deliberately avoided the premerger reporting and waiting period requirements of

the HSR Act when it acquired the shoe-care products business of its major competitor,

Reckirt & Colman. The settlement, filed in U.S. District Court for the District i f

Columbia by Commission attorneys acting under authorization of the Attorney General,

was, at the time, the largest civil penalty ever obtained under Section (g)(l) of the

premerger rules and required a payment of $3.1 million.

Titan Wheellnternational, Znc. (May 6, 1996): Titan Wheel paid a

$130,000 civil penalty to settle charges that it acquired a Pirelli Armstrong Tire

Corporation plant in Des Moines before notifying the two federal antitrust agencies

and observing the statutory waiting period. According to the complaint, the parties

transferred control of the Pirelli Armstrong assets three days before filing notification

under the HSR Act with the Commission and the Department of Justice. The complaint

was filed in the U.S. District Court for the District of Columbia by Commission

attorneys acting as special attorneys to the U.S. Attorney General.

Complaints (Complaintsfiled as part of a consent agreement

not listed separately)

None

Rules and Formal Interpretations

1 . Rules to Exempt Certain Mergers and Acquisitions (Final Rules March

25, 1996): The Commission and the Department of Justice adopted rules to exempt

certain classes of transactions that are not likely to raise antitrust concerns from the

reporting and waiting period requirements of the HSR Act. The rules exempt the

following types of transactions:

certain purchases of goods in the ordinary course of business;

certain real estate acquisitions;

acquisitions of oil and natural gas reserves valued at $500 million or less

and

coal reserves valued at $200 million or less;

certain acquisitions of voting securities of companies that hold real

property; and

acquisitions by institutional investors acquiring real estate solely for rental

or investment purposes.

2. Rules to Exempt Certain Acquisitions Required by FTC Orders or

Court Orders. Amendment to Rule 802.70 (Final Rules Effective June 25,

1998): Amended ~ l would

e exempt from the HSR reporting requirements: (1)

acquisitions of stock or assets to be divested by a Commission order or any federal

court in an action brought by the Commission or the Department of Justice; and (2)

divestitures included in consent agreements that have been accepted by the Commission

or the Department of Justice.

3. Limited Liability Companies - Formal Interpretation (Effective March

1, 1999): Creation of an LLC which unites two or more independently-owned business

under common control may be subject to the reporting requirements of the HSR Act, if

the size thresholds of the HSR Act are met.

Other

Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

(October 10, 1996): Seventeenth Annual Report (Fiscal Year 1994).

Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

(March 25, 1997): Eighteenth Annual Report (Fiscal Year 1995).

3. Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976

( ~ u ~ 25,

& t1997): Nineteenth Annual Report (Fiscal Year 1996).

Premerger Notification Annual Report $0 Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust improvements Act of 1976

(May 29,1998): Twentieth Annual Report (Fiscal Year 1997).

Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of I976

(March 1999): Twenty-first Annual Report (Fiscal Year 1998).

Non-Merger Enforcement

III.

HORIZONTAL ENFORCEMENT

Commission Opinions/ZnitialDecisions

California Dental Association (March 26,1996): The Commission

upheld an administrative complaint that alleged that the association interfered with its

members' use of truthful and nondeceptive advertising to promote the price, quality,

and availability of dental services. The order, which upholds a 1995 initial decision of

an administrative law judge, prohibits such practices in the future and requires the

association to update its Code of Ethics to remove any language that does not agree

with the provisions of the order. The opinion does not prohibit the association from

enacting ethical guidelines to regulate false and misleading advertising of dental senices

or members' solicitation of patients vulnerable to undue influence. The Supreme Court

granted California Dental's petition for certiorari.

International Association of Conference Interpreters (March 14,

1997): The Commission upheld the administrative complaint and ruled that the

association had engaged in a decades-long collusive scheme to fix prices for language

interpreters. The order, among other things, would bar AIIC from creating and

distributing fee schedules for interpretation, tianslation or other language services

performed in the United States.

Court Decisions

California Dental Association (October 22, 1997): The U.S. Court of

Appeals for the Ninth Circuit affirmed the Commission's March 1996 order agreeing

that: 1) the Commission has jurisdiction over CDA, a not-for-profit corporation; 2)

there was an agreement among competitors; 3) the agreement unreasonably restrained

trade under a "quick look" rule of reasoning analysis; and 4) CDA was responsible for

the action of its members in restricting truthful, nondeceptive advertising. The Ninth

Circuit denied CDA's petition for a rehearing on January 28, 1998.

Authorizations to Seek PreIiminary/Permanent Injunctions

None

Consent Orders

Asociacion de Farmacias Region de Arecibo (Final Order March 2,

1999): A pharmacy association in nortbem Puerto Rico and Ricardo Alvarez Class

settled charges that they engaged in an illegal boycott in an attempt to obtain higher

reimbursement rates for pharmacy goods and services under the government's

managed care plan for the indigent. The consent order prohibits the members of the

association from engaging in joint negotiations for prices and from threatening to

boycott or refusing to provide pharmacy services.

Checkpoint Systems, Inc. (Final Consent Order April 6, 1998):

Checkpoint Systems, Inc. and Sensormatic Electronics Corporation, the two largest

marketers of electronic article surveillance systems used in retail stores to prevent

shoplifting, agreed to nullify and void the section of their June 1993 agreement that

restricts negative advertising and promotional claims about each other's products or

services. The consent order also prohibits each firm from entering into any agreement

that restricts truthful, non-deceptive advertising, comparative advertising or promotional

and sales activities.

Chrysler Dealers (Proposed Consent Agreement Accepted for Public

Comment July 31, 1998): An association of 25 automobile dealerships agreed to settle

charges that they agreed to boycott Chrysler if the manufacturer continued to allocate

vehicles based on total sales. Competing dealers marketed vehicles offering lower

prices on the Internet and were taking substantial sales from other dealers in the

Northwest. The consent order prohibits the dealers from threatening to enter into any

boycott or refusal to deal with any automobile manufacturer or consumer.

College of Physicians a n d Surgeons of Puerto Rico (September 29,

1997): The Commission authorized staff to file a complaint and settlement in federal

district court to settle allegations that the College and three physician groups engaged in

an illegal boycott in an effort to coerce the government to make price-related changes

under Puerto Rjco's govemment-managed care plan for the indigent. According to the

complaint, filed by the Commission and Puerto Rico's Attorney General in the U.S.

District Court of Puerto Rico on October 2,1997, the College and physicians engaged

in an eight day boycott of all physician services for non-emergency patient care, which

caused many people to be treated at area hospital emergency rooms and forced others

to completely forego medical care. The proposed settlement would prohibit such

practices in the future and in addition, the proposed order will require the College to

pay $300,000 to the catastrophic fund administered by the Puerto Rico Department of

Health.

Columbia River Pilots (Final Order March 1, 1999): A consent order

prohibits licensed marine pilots in the State of Oregon from imposing u~easonable

noncompete agreements, allocating customers and engaging in exclusive dealing

contracts for the provision of piloting services on the Columbia River.

Council of Fashion Designers of America (Final Order October 17,

1995): Consent order prohibits CFDA and the 7th on Sixth, Inc. trade associations

from attempting to organize any agreement to fix the prices for professional modeling

services and other modeling agency services provided to major fashion shows.

Dentists of Juana Diaz., Cuamo and Santa Isabel, Puerto Rico (Final

Order February 12, 1999): Dentists in three communities in Puerto Rico settled

charges that they refused to provide dental services under the government's managed

care plan for the indigent unless they received certain prices. Under the terms of the

consent order, the dentists are prohibited from jointly boycotting or refusing to deal with

any third party payer to obtain higher reimbursement rates for dental services.

Detroit Automobile Dealers Association (Final Order June 3, 1997):

Consent order settles charges against the eleven remaining dealerships in this iitigated

matter. The administrative complaint charged that the association and its more than 200

member dealerships and individuals illegally conspired to limit their showroom hours in

an attempt to restrain competition in the sale of new cars in the Detroit area. Certain

dealers and associations settled the case in 1994. In June 1995, the Commission ruled

against the remaining respondents, finding that the dealers' agreement harmed

consumers by restricting their ability to comparison shop and that the dealers were not

entitled to the nonstatutory labor exemption of the antitrust laws. The order binds the

dealerships to the 1995 order with one modification; the requirement that the

dealerships remain open for a minimum number of hours per week for one year has

been shortened to the time during which the respondents complied with the provision

while the matter was under appeal. In addition, the Commission determined that the

effective date of the consent order be construed to be the effective date of the June

1995 decision.

Ethyl Corporation (Final Consent Order June 16, 1998): The consent

order settled charges that Ethyl and The Associated Octel Company Ltd, entered into

an agreement whereby Ethyl agreed to stop manufacturing lead antiknock compounds

and, in return, Octel agreed to supply Ethyl with a limited volume of lead antiknock

compounds. The complaint issued with the consent order charged that the agreement

eliminated competition between the two firms. Under terms of the consent order, Octel

must modify the agreement with Ethyl to remove price and volume restrictions and both

firms are prohibited from disclosing to one another the prices that they charge their

customers.

10.

Fastline Publication, Znc. (Final Consent Order July 28, 1998): Fastline

settled charges that it deprived consumers of the benefits of competition among farm

equipment dealers when the publisher entered into agreements with the dealers to ban

price advertising for new equipment in an attempt not to disclose those dealers who

offered discounted prices. The consent order prohibits such practices in the future.

Federal News Service Group, Znc. and Reuters America, Znc. (Final

11.

Orders December 18, 1995): Two orders settle charges that FNS became the sole

producer of verbatim news transcripts after it entered into a production and sale

agreement not to compete with its competitor, Reuters America. The consent orders

prohibit the firms, among other things, from entering into or soliciting any agreement that

would restrain competition in the production, marketing or sale of news transcripts.

Institutional Pharmacy Network (Final Order August 11, 1998): A final

12.

order prohibits five institutional pharmacies from engaging in any joint price negotiation

or price agreements for the provision of prescription drugs in an attempt to maximize

reimbursement rates with managed care organizations.

M.D. Physicians of Southwest Louisiana, Znc. (Final Order August 31,

13.

1998): A group of physicians in the area of Lake Charles, Louisiana settled charges

that they illegally conspired to fix the prices for professional services by engaging in joint

price negotiations with third-party payers. The final consent order prohibits such

practices but does allow the MDP to engage in legitimate joint conduct.

Mesa County Physicians IPA (Proposed Consent Order Accepted for

14.

Comment February 27, 1998): A Colorado physicians' organization agreed to settle

charges issued in an administrative complaint alleging that the Mesa County IPA

conspired with its members to increase prices for physician services and thereby

prevented third party payers such as preferred provider organizations, health

maintenance organizations, and employer health care purchasing cooperatives from

offering alternative health insurance programs to consumers in Mesa County.

15.

* Montana Associated Physicians, Znc. and Billings Physician

Hospital Alliance, Inc. (Final Order January 13, 1997): Consent order prohibits

Montana Associated and Billings Physician from engaging in any agreement with

physicians to negotiate or refuse to deal with any health care maintenance organization

or preferred provider organization and from fixing the fees charged for physician

services.

North Lake Tahoe Medical Group, Inc. (Proposed Consent Agreement

16.

Accepted for Public Comment March 22, 1999): Physicians practicing in the North

and South Lake Tahoe areas agreed to settle charges that they conspired to fix the

prices and terms for professional services. The proposed consent agreement would

prohibit the IPA from engaging in collective negotiations to fix prices, refusing to deal

with third party payers and from coercing payers into accepting IPA fee schedules and

minimum reimbursement rates.

Port Washington Real Estate Board (Final Order November 17, 1995):

17.

Final order prohibits the Port Washington, New York operator of the predominant

multiple listing service from engaging in practices that restrain competition among real

estate brokers in the provision of residential real estate. Among the practices named in

the complaint issued with the consent agreement

are: (1)

. . restricting

- the use of exclusive

agency listings; (2) fixing commission splits between listing and selling brokers; (3)

prohibiting members from holding open house or using "For Sale" signs; and (4)

restricting brokers from advertising free services to property owners.

18.

Precision Moulding Co. Znc. (Final Order September 3, 1996): Precision

Moulding agreed to settle charges that it attempted to fix prices in the market for

stretcher bars used to construct frames for artists' canvases. The complaint alleges that

representatives of Precision Moulding invited a new competitor in the industry to raise

its prices, suggesting that the competitor's prices were too low.

RxCare of Tennessee, Inc. (Final Order June 10, 1996): Consent order

19.

bars Tennessee's largest provider of pharmacy network services from enforcing a

"most favored nation" clause that prohibits its network pharmacies from accepting

lower reimbursement rates for the prescriptions they fill for patients covered by other

health networks or third party payers. In addition, the consent order requires RxCare

to remove the MFN clause from existing contracts with pharmacies already in the

network.

Santa Clara Motor Car Dealers Association (Final Order December

20.

13, 1995): Consent order prohibits the association from participating in any boycott

because of the advertising practices of any newspaper, periodical, television or radio

station. The order settles charges that the association carried out a boycott of the San

Jose Mercury News after the newspaper published an article informing consumers how

to analyze new car factory invoices.

2 1.

Sensormatic Electronics Corporation (Final Consent Order April 6,

1998): Refer to the discussion under Checkpoint Systems, Inc., number 2 above.

22.

South Lake Tahoe Lodging Association (Final Order October 7, 1998):

Consent order prohibits the association from entering into agreements that restrict its

members from posting or advertising room rates for lodgings in the South Lake Tahoe

area of Northern California and Nevada.

23.

Stone Container Corporation (Final Consent Order May 18, 1998):

Consent order prohibits Stone Container from manipulating the market for linerboard, a

cormgated box component, to effect future price increases; encouraging its competitors

to support a coordinated price increase in the industry; and engaging in other joint

pricing actions that involve third-party sales in the market.

Summit Communications Group, Znc. (Final Order October 20, 1995):

24.

Consent order prohibits Summit Communications Group, Inc. and Wometco Cable TV

from entering into agreements with other providers of cable television systems that

allocate services to customers and divide markets among local cable systems.

25.

Summit Technology, Znc. (Final Order February 23, 1999): Summit

Technology and VISX, Inc., two ophthalmic laser manufacturers, settled charges that

they fixed prices by establishing a patent pool to share their proceeds. The consent

order prohibits each firm from engaging in any price fixing practices and from restricting

each other's sales or licensing of their photorefractive kertectomy, eye surgery that uses

lasers to correct vision.

26.

Urological Stone Surgeons, Znc. and Parkside Kidney Stone Centers

(Final Order April 6, 1998): Consent order settles allegations that Urological Stone

Surgeons, Parkside Kidney Stone Centers, Urological Services. Ltd and two

physicians engaged in a price-fixing conspiracy to raise the price for professional

urologist services for lithotripsy procedures in the Chicago metropolitan area. The

complaint alleges that the parties agreed to use a common billing agent, established a

uniform fee for lithotripsy services, prepared and distributed fee schedules, and

negotiated contracts with third party payers on behalf of all urologists using the Parkside

facility. The consent order prohibits such practices in the future and requires the parties

to notify the Commission at least 45 days before forming or participating in an

integrated joint venture to provide lithotripsy professional services.

Complaints

* Mesa County Physicians Independent Practice Association (May

12, 1997): An administrative complaint alleged that the Mesa County Physicians P A

conspired to fix the prices for physician services and encouraged its member physicians

not to deal with certain health insurance companies or other third party payers. A

proposed consent agreement accepted for comment would settle the administrative

charges.

Summit Technology, Inc. and VISX, Znc. (March 24,1998): An

administrative complaint alleged that Summit and VISX, the only two firms that market

laser equipment for vision correcting eye surgery, engaged in a price fixing conspiracy

that eliminated price competition and product expansion through the establishment of a

patent pool, to which each firm contributed a patent, and then shared in the proceeds

each time a Summit or VISX laser was used. A consent order settled charges under

Counts I and I1 of the complaint. Administrative hearings were held on Count IH.

Awaiting the initial decision of the Administrative Law Judge.

Other

Policy Statements

1. 1996 Statements of Antitrust Enforcement Policy in Health Care (August 28,

1996): The Commission and the Department of Justice issued revised statements to emphasize

that the same antitrust principles that govern other industries apply to health care providers and

describe, based on the Commission's extensive experience in the area, how these basic

principles are applied to the health care sector.

Advisory Opinions

1. Associates in Neurology (August 13,1998): Eleven independent Los Angeles

neurologists plan to establish a provider association to provide in-office services and

hospital visits on a capitated basis.

2. Phoenix Medical Network, Inc. (May 20, 1998): Network of physicians in

Erie, Pennsylvania to provide medical services for a percentage of the insurance

premiums collected by the payers.

Alliance of Independent Medical Services, U C (December 22, 1997):

Network of ambulance and ambulette services providers formed to contract for

transportation services with third party payers.

4. Direct Marketing Association (October 14,1997): Staff advised that the

association could require its members to (1) honor requests from consumers that direct

marketers not contact them, (2) disclose to consumers how their members sell personal

information about those consumers, and (3) honor consumers' requests that the

members not sell or transfer their personal information.

5. New Jersey Pharmacists Association (August 12, 1997): Pharmacist

network offering health education and monitoring services to diabetes and asthma

patients.

6. First Look, L L C . (June 19, 1997): Network of optical firms organized to

respond to requests for proposals for employer contracts for optical and vision

services.

7. Yellowstone Physicians, LLC (May 17, 1997): Multispecialty physician

network joint venture formed to contract with third pary payers.

8. Foundation for the Accreditation of Hematopoietic Cell (April 18,

1997): Standard-setting and accreditation program for organizations involved in

medical or laboratory practice related to hematopoietic progenitor cell therapy.

9. Henry County Memorial Hospital (April 10,1997): Sales of

pharmaceuticals by non-profit hospital to patients of the hospital's PHO.

10. Ohw Ambulance Network (January 23, 1997): Network of ambulance and

ambulate services providers formed to contract for transportation services with third

Party Payers.

11. Mobile Health Resources (January 23, 1997): Network of ambulance

companies formed to contract for transportation services with third party payers.

12. Southwest Florida Oral Surgery Associates (December 2, 1996):

Cooperative of oral and maxillofacial surgery practices formed to jointly market

services to third party payers.

13. North Ottawa Community Hospital (October 22, 1996): Sales of

pharmaceuticals by non-profit hospital to unaffiliated, non-profit hospice.

14. Business Health Companies, Inc. (October 18, 1996): Survey of hospital

prices by third party consultant.

15. North Mississippi Health Services (October 3 , 1996): Sales of

pharmaceuticals by non-profit medical center to retired employees.

16. Valley Baptist Medical Center (September 19, 1996): Sales of

pharmaceuticals by non-profit medical center to medical center operated clinic.

17. Mayo Medical Laboratories (July 17, 1996): State or regional networks of

hospital laboratories providing outpatient laboratoty services organized to compete for

payer contracts.

18. William W. Backus Hospital (June 11, 1996): Sales of pharmaceuticals by

non-profit hospital to related non-profit clinics.

19. American Medical Association (March 26,1996): Dissemination of public

information relating to proposed revisions to Medicare's resource-based relative value

scale.

20. Uronet of Louisiana, L L C . (January 23, 1996): P A network of urologists

formed to contract with managed care plans.

21. Southern Arizona Therapy Network, Inc. (December 7, 1995): Provider

network of physical, occupational, and speech therapists organized to facilitate

contracts among network members and payers.

22. Columbine Family Health Center (November 8, 1995): Proposal to add a

patient sorting provision to an agreement between an acute care hospital and a mral

health care clinic.

VERTICAL ENFORCEMENT

Commission Opinions/Znitial Decisions

Harper & Row Publishers, Inc. (September 10, 1996): The Commission

dismissed separate administrative complaints against six book publishers, ruling that

changes

. in the book distribution industry have corrected the alleged price discrimination

practices specified in the 1988 complaint. The complaints had charged

that the

publishers used unfair methods of competition by engaging in discriminatory pricing

practices and services in the sale of trade books and mass-market paperbacks.

Toys "R" Us (Commission Decision October 14, 1998; September 30,

1997): An Administrative Law Judge issued an initial decision that, if made final, would

prohibit Toys " R Us from entering into agreements with toy manufacturers and others

that result in restrictions on sales to warehouse clubs. TRU threatened to stop buying

products that were sold to warehouse clubs, which resulted in major toy makers halting

the sale of certain products to clubs. The ALI found that these practices reduced

competition and led to higher toy prices. The initial decision would prohibit the toy

chain from entering into any agreement with a supplier to restrict sales to any toy

discounter; from facilitating agreements among suppliers that would limit sales to any

retailer; and for five years, from refusing to or announcing it will refuse to pruchase from

a supplier because the supplier sells to a toy discounter. On October 14, 1998 the

Commission issued its decision that Toys R Us had orchestrated horizontal and vertical

agreements with and among toy manufacturers to restrict the availability of popular toys

to warehouse clubs.

Court Decisions

Federated Department Stores (Order Violation October 19, 1995): A

settlement was entered in the U.S. District Court for the District of Columbia requiring

Federated to pay $250,000 in civil penalties to settle charges that it violated a 1979

consent order by threatening to block a competitor from acquiring retail space in a

Florence, Kentucky mall in which Federated operates a Lazarus department store.

Authorization to Seek PrelirninaryPermanent Injunctions

1. * Mylan Laboratories, Inc. (December 22, 1998): Complaint filed in the

U.S. District Court for the District of Columbia charged Mylan with restraint of trade,

monopolization and conspiracy to monopolize the market for two generic drugs used to

treat anxiety, lorazepam and clorazepate, through exclusive dealing arrangements. The

complaint seeks consumer redress of at least $120 million and to enjoin the alleged

illegal exclusive licensing agreements.

D. Consent Orders

American Cyanamid (Final Order May 12, 1997): The final consent order

settles charges that American Cyanamid entered into written agreements with its retail

dealers to offer substantial rebates to dealers who sold the company's agricultural

chemical products at or above specified minimum resale prices. The order prohibits

American Cyanamid from conditioning the payment of rebates or other promotionals on

the resale prices its dealers charge for its products.

Hale Products, Znc. (Final Order November 25, 1997): Hale and

Waterous Company, Inc. agreed to settle charges that for more than 50 years they sold

fire pumps on an exclusive basis to fire truck manufacturers in an attempt to allocate the

customers each would serve, thereby making it more difficult for other pump makers to

enter the market. The two consent orders prohibit each company from enforcing any

requirement that fire truck manufacturers refrain from purchasing mid-ship mounted fire

pumps from any other company, or that they purchase or sell only the relevant Hale or

Waterous pumps.

New Balance Athletic Shoe, Znc. (Final Order September 10, 1996):

Consent order settles charges that New Balance fixed and controlled the resale prices

of its shoes in an effort to raise retail prices for its athletic footwear.

Waterous Company, Znc. (Final Order November 22, 1997): Waterous

and Hale Products, Inc. agreed to settle charges that for more than 50 years they sold

fire pumps on an exclusive basis to fire truck manufacturers in an attempt to allocate the

customers each would serve, thereby making it more difficult for other pump makers to

enter the market. The two consent orders prohibit each company from enforcing any

requirement that fire truck manufacturers refrain from purchasing mid-ship mounted fire

pumps from any other company, or that they purchase or sell only the relevant

Waterous or Hale pumps.

Complaints

Intel Corporafion (July 8, 1998): An administrative complaint charged that

Intel Corporation used its monopoly power to deny three companies continuing access

to technical information necessary to develop computer systems based on Intel

microprocessors. A proposed consent order accepted for public comment (March 11,

1999) would prohibit Intel, among other things, from withholding certain advance

technical information from a customer for reasons relating to an intellectual property

dispute with that customer.

Toys "R" Us (May 22, 1996): Administrative complaint charged that Toys

" R Us used its market power to illegally extract agreements from suppliers not to sell

selective toys to competing warehouse clubs, thereby reducing toy outlet choices for

consumers and increasing prices.

Other

None

SINGLE FIRM ENFORCEMENT

Commission OpinionsDnitial Decisions

None

Court Decisions

None

Consent Orders

Dell Computer Corporation (Final Order April 20, 1996): Final consent

order resolves charges of unlawful practices in standard-setting. The order prohibits

Dell from enforcing its patent rights against computer manufacturers that adopt VL-bus

technology design standard in the central processing unit of computers that use 486

chips. The consent order is the first timea federal antitrust agency has taken an

enforcement action against an entity that attempted to restrain competition through

abuse of a voluntary standard-setting process.

Complaints

None

Other

None

IV.

International Activities

1. International Cases International Cooperation. The FTC cooperates with

foreign antitrust agencies to enforce the antitrust laws in cases where the actors and

effects may be subject to scrutiny in foreign countries as well as in the United States.

Examples in the past year include transnational mergers such as BoeindMcDonnell

Douelas, GuinnessIGrand Metrooolitan, and Federal-Moeul/T&N. The Commission,

with the Department of Justice, has been seeking to deepen international enforcement

cooperation through the conclusion of a new positive comity agreement with the

European Community and a Mutual Assistance Agreement with Australia under the

International Antitrust Enforcement Assistance Act of 1994.

International Organizations. The Commission works within international

organization, such as Organization for Economic Cooperation and Development

(OECD), the World Trade Organization (WTO), NAFTA, and APEC, to promote

competition policies and enforcement practices that can be followed by all member

countries and are consistent with the goals of maintaining competition and open markets

and enhancing consumer welfare.

OECD. At the OECD, the FTC and DOJ completed work in the Committee for

Competition Law and Policy (CLP) on a recommendation concerning cooperation in

dealing with hard-core cartels. The recommendation, adopted recently by the CLP,

calls upon member countries to voluntarily adopt and maintain adequate laws for

prohibiting and deterring hard-core cartels and enabling cooperation in enforcement

among foreign competition authorities.

WTO. As a result of the WTO Ministerial in Singapore in December, 1996, a WTO

working party was established to study issues relating to the interaction between trade

and competition policy in order to identify any areas that may merit further

consideration in the WTO framework. It is expected to complete its work by the end

of this year.

3. Technical Assistance. The FTC provides technical assistance to new antitrust

and consumer protection authorities throughout the world. With financial assistance

from the United States Agency for International Development, long-term projects are

undertaken in Central and Eastern Europe, the former Soviet Union, and Latin

America.

Competition Speeches

1. "Antitrust Enforcement and High Technology Markets" (November

12, 1998): William J. Baer, Bureau Director, American Bar Association, Sections of

Business Law, Litigation, and Tort and Insurance Practice, San Francisco, California.

2. "Report from the Bureau of Competition" (April 2, 1998): American

Bar Association, Antitrust Section Spring Meeting 1998, Federal Trade Commission,

Washington, DC.

"FTC Perspectives on Competition Policy and Enforcement Initiatives in

Electric Power" (December 4, 1997): William J. Baer, Bureau Director, Conference

on The New Rules of the Game for Electric Power: Antitrust & Anticompetitive

Behavior, Washington, DC.

4. "New Myths and Old Realities: Perspectives on Recent Developments in

Antitrust Enforcement" (November 17, 1997): William J. Baer, Bureau Director,

Bar Association of the City of New York, New York, NY.

"Government Enforcement and Guidance in Health Care Antitrust:

Maintaining the Balance" (August 5, 1997): Robert Leibenluft, Assistant Director,

American Bar Association 1997 Annual Meeting.

6. "Report from the Bureau of Competition" (April 9-10, 1997): William J.

Baer, Bureau Director, American Bar Association, Antitrust Section, Spring Meeting

1997, FTC and Clayton Act Committees, Washington, DC.

7. "Merger Remedies" (April 10,1997): George S. Cary, Senior Deputy

Director, American Bar Association, Antitrust Section, Spring Meeting 1997,

Washington, D.C.

8. "Overview of the Advisory Opinion Process at the Federal Trade

Commission" (February 13-14, 1997): Judith A. Moreland, Staff Attorney, National

Health Lawyers Association Antitrust in the Health Care Field, Washington, DC.

9. "The Convergence of International Competition Regimes --The European

Union: Prospects & Challenges, International Antitrust Cooperation"

(February 28, 1997): William J. Baer, Bureau Director, Management Centre Europe,

Rue de I'Aqueduc 118, B-1050 Brussels, Belgium.

10. "Distribution & Marketing Federal Enforcement: Federal Trade

Commission" (February 7, 1997): William I. Baer, Bureau Director, PLI's 37th

Annual Advanced Antitrust Workshop, Beverly Hills, CA.

11. "International Antitrust Cooperation & Current Enforcement Issues

Issues of Interest Arising from the FTC's Global Competition Hearings"

(January 26 - 28, 1997): William J. Baer, Bureau Director, ABA Antitrust Section's

Midwinter Leadership Meeting, Kona, HA.

12. "Competition and Market Power in a Restructured Industry and the

Effects of Mergers on Consumers" (December 10, 1996): William J. Baer, Bureau

Director, Consumer Energy Council of America Research Foundation, Washington,

DC.

13. "The Changing Nature of Competition: An Antitrust Policy Institute

'Competition and Efficiencies"' (November 7, 1996): William I. Baer, Bureau

Director, The Section of Antitrust Law of the American Bar Association, Washington,

DC.

14. "Reflections on 20 Years of Merger Enforcement under the Hart-ScottRodino Act" (October 29, 1996; October 24, 1996 ): William J. Baer, Bureau

Director, The Conference Board, Washington, DC; and The 35th Annual Corporate

Counsel Institute, Northwestern University School of Law, Corporate Law Center, San

Francisco, CA

15. "Current Issues in Health Care Antitrust Enforcement of the Federal

Trade Commission" (October 24, 1996): William J. Baer, Bureau Director,

American Bar Association, Antitrust and Health Care: New Approaches and

Challenges, Omni Royal Orleans, New Orleans, LA.

16. L'Antitrust1997: A Briefing for Corporate Counsel" (October 21, 1996):

William 1. Baer, Bureau Director, Business Development AssociateslFederal Bar

Association Program, Washington, DC.

17. "Emerging Trends in U.S. Antitrust Enforcement" (July 4, 1996): William J.

Baer, Bureau Director, 17th Annual Antitrust and Trade Regulation Seminar of the

National Economic Research Associates, Inc., Sante Fe, NM.

18. "Supermarket Mergers, Divestiture Remedies and Slotting Allowances -What's New" (June 11, 1996): William J. Baer, Bureau Director, Annual Legal

Conference of the Food Marketing Institute, Santa Fe, NM.

19. "Consolidation, Restructuring and Antitrust Regulation: New Trends in

Government Oversight in Mergers and Joint Ventures" (March 7, 1996):

William J. Baer, Bureau Director, 1996 Antitrust Conference.

20. "What Businesses Can Expect from a Pitofsky FTC" (March 6, 1996):

William J. Baer, Bureau Director, 2nd Annual Conference on European and U.S.

Competition Law, London, England.

21. "Antitrust in the Healthcare Field" (February 22, 1996): William J. Baer,

Bureau Director, before the National Healthcare Lawyers Association, Washington,

DC.

22. "The Dollar and Sense of Antitrust Enforcement" (January 25, 1996):

William J. Baer, Bureau Director, New York State Bar Association, New York, NY.

23. "Antimonopoly Policy Toward State Bodies" (October 26, 1995): William J.

Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine.

24. "Price Fixing in the U.S.: Continental Group" (October 25, 1995): William

J. Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine.

25. "Price Fixing and Horizontal Restraints" (October 24, 1995): William J.

Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine.

VI.

Statistics

Enforcement StatisticsZ

Federal Trade Commission

Bureau of Competition

Fiscal Year 1996 March 31,1999

Merger Enforcement

Preliminary Injunctions Authorized

Part IIIAdministrative Complaints

Part II Consents

Civil Penalty Actions

(g)(l) Actions

Other

Transactions Abandoned after Second

Request Issued

Total Merger Actions

115

Non-merger Enforcement

Part Ill Administrative Complaints

Part II Consents

Civil Penalty Actions

Total Non-Merger Actions

To avoid double counting, this chart includes only those enforcement actions (preliminary

injunctions, Part II consents placed on the public record for comment, Part III administrative

complaints, and civil penalty actions) in which the Commission took its first public action during the

period.

Merger Cases

Fiscal Year 1996 -- March 31,1999

Proposed Consent Agreements Accepted for Comment

ABB

Albertson's Inc.

Autodesk, Inc.

American Home Products

Baxter International Inc.

Boeing Company, The

British Petroleum Company p.1.c.

Cablevision Systems Corp.

Cadence Design Systems, Inc.

Castle Harlan Partners, I1 L.P.

Ciba-Geigy Limited

Commonwealth Land Title Insurance Company

Compagnie de Saint-Gobain

CMS Energy Corp.

Cooperative Computing, Inc.

CUC International, Inc.

CVS Corporation

Degussa Corporation

Devro International plc

Dow Chemical Company

Dwight's Energydata, Inc.

EXYON Corporation

Federal-Mogul Corporation

Fresenius A.G.

General Mills, Inc.

Global Industrial Technologies, Inc.

Guinness PLC

Hughes Dunbury Opticai Systems

Illinois Tool Works, Inc.

Intel Corporation (Digital Equipment)

Insilco Corporation

J.C. Penney Company (Eckerd Corporation)

J.C. Penney Company (Rite Aid Corporation)

Merger Cases

Fiscal Year I996

-- March 31,1999

Jitney-Jungle Stores of America, Inc.

Johnson &Johnson

Koninklijke Ahold NV (Giant)

Koninklijke Ahold NV (Stop & Shop)

LaFarge Corporation

Landamerica Financial Group, Inc.

Litton Industries, Inc.

Lackheed Martin Corporation

Loewen Group Inc.

Loewen Group International Inc.

Mahle GmbH

Medtronic, Inc. (Avecor)

Medtronic, Inc. (Physio-Controls)

Merck and Co., Inc.

NGC Corporation

Nortek, Inc.

PacijiCorp

Phillips Petroleum Company

Praxair Inc.

Raytheon Company

Roche Holdings Ltd.

S.C. Johnson & Son, Inc.

Service Corporation International (Equity)

Service Corporation International (Gilbraltar Mausoleum)

Shell Oil Company (Coastal)

Shell Oil Company (Texaco)

Sky Chefs, Inc.

Stop &Shop Companies, Inc., The

Tenet Healthcare Corporation

Time Warner Inc.

TRW lnc.

Upjohn Company

Wesley-Jessen Corporation

Williams Companies

Zeneca Group PLC

Preliminary Injunctions Authorized

Blodgen Memorial Medical Center

Cardinal Health Inc.

McKesson Corporation

Mediq Inc.

Questar Corporation

Rite Aid Corporation

Staples Inc.

Tenet Healthcare Corporation

Part IZI Administrative Complaints

Automatic Data Processing, Inc.

Monier Lifetile

Civil Penalty Actions

Section 7 A @)(I)

Automatic Data Processing, Inc.

Blackstone Capital partners II Merchant Banking Fund L.P.

Columbia/HCA Healthcare Corporation

Foodmaker, Inc.

Loewen Group Inc. and Loewen Group International

Mahle GmbH

Harry E. Figgie. Jr.

Sara Lee Corporation

Titan Wheel International, Inc.

Section 7 A (g)(2)

none

Order Violations

CVS Corporation

Red Apple Companies, Inc.

Rite Aid Corporation

Schnuck Markets, Inc.

Non-Merger Cases

Fiscal Year 1996- March 31,1999

Proposed Consent Agreements Accepted for Comment

American Cyanamid

Asociacion de Farmacias Region de Arecibo

Checkpoint Systems, Inc.

Chrysler Dealers

College of Physicians and Surgeons in Puerto Rico

Columbia River Pilots Association

Dell Cottzputer Corporation

Dentists of Juana Diaz, Coamo

Ethyl Corporation

Fasrline Publications

Hale Products. Inc.

Institutional Pharmacy Network

M.D. Physician of Southeast Louisiana, inc.

MT Associated Physicians, Inc.

New Balance Athletic Shoe, Inc.

North Lake Tahoe Medical Group, Inc.

Precision Moulding Co., Inc.

RxCare of Tennessee, Inc.

Sensormatic Electronics Corporation

South Lake Tahoe Lodging Association

Stone Container Corporation

Urological Stone Surgeons, Inc.

Waterous Company

Part III Administrative Complaints

Intel Corporation

Mesa County Physicians IPA

Summit Technology, Inc. and VISX, Inc.

Toys "R" Us

Civil Penalty Actions

Federated Department Stores

Preliminary/Permanent Injunctions

Mylan Laboratories, Inc.

INDEX of CASES and SUBJECTS

(Fiscal Year I996 through March 31,1999)

ABB 1

Advisory Opinions 32

Albertson's, Inc. 1

Alliance of Independent Medical Services 33

American Cyanamid 36

American Home Products Corporation 2

American Medical Association 34

Amoco Inc. 2

Asociacion de Farmacias Region de Arecibo 27

Associates in Neurology 33

Autodesk, Inc. 1

Automatic Data Processing, Inc. 20, 22

Baxter International Inc. 2

Blackstone Capital Partners II Merchant Banking Fund L.P. 22

Blodgett Memorial Medical Center 16, 18, 19.20

Boeing Company, The 2

Boral Ltd. 20

British Petroleum Company p.1.c. 2

Business Health Companies, Inc. 34

Cablevision Systems Corp. 3

Cadence Design Systems, Inc. 3

California Dental Association 26

Cardinal Health Inc.

16,26

Castle Harlan Partners, II L.P. 3

Checkpoint Systems, Inc. 27

Chrysler Dealers 27

Ciba-Geigy Limited 3

Clayton Act -- Section 8 21

CMS Energy Corporation 4

Coca-Cola Bottling of the Southwest 18, 20

College of Physicians and Surgeons in Puerto Rico 27

Columbia/HCA Healthcare Corporation 4, 18

Columbia River Pilots 28

Columbine Family Health Center 34

Commonwealth Land Title Insurance Company 4

Compagnie de Saint-Gobain 4

Cooperative Computing, Inc. 5

Council of Fashion Designers of America 28

INDEX of CASES and SUBJECTS

(Fiscal Year 1996 through March 31,1999)

CUC International, Inc. 5

CVS Corporation 5, 18

Degussa Corporation 5

Dell Computer Corporation 38

Dentists of Juana Diaz, Cuamo 28

Detroit Automobile Dealers Association 28

Devro International plc 5

Direct Marketing Association 33

Doctors Regional Medical Center 14, 17

Dow Chemical Company 6

Dwight's Energydata, Inc. 6

Ethyl Corporation 28

EXXON Corporation 6

Fastline Publications 29

Federated Department Stores 35

Federal-Mogul Corporation 6

Federal News Service Group, Inc. 29

First Data Corporation 6

F i s t Look L.L.C. 33

Foodmaker, Inc. 22

Foundation for the Accreditation of Hematopoietic Cell 33

Freeman Hospital 18,20

Fresenius A.G. 6

General Mills, Inc. 7

Giant Food Inc. 9

Global Industrial Technologies, Inc. 7

Guinness PLC 7

Hale Products, Inc. 36

Harper & Row Publishers, Inc. 34

Harry E. Figgie, Jr. 23

Healthcare

1996 Statements of Antitrust Enforcement Policy in Health Care

Henry County Memorial Hospital 33

Hoechst AG 7

Holnam, Inc. 9

Horizontal Merger Guidelines 21

Howard A. Lipson 22

Hughes Danbury Optical Systems 7

Illinois Tool Works, Inc. 8

Insilco Corporation 8

INDEX of CASES and SUBJECTS

(Fiscal Year 1996 through March 31,1999)

Institutional Pharmacy Network 29

Intel Corporation 8,36

International Activities 38

International Association of Conference Interpreters

J.C. Penney Company 8

Jitney-Jungle Stores of America, Inc. 9

Johnson & Johnson 9

Koninklijke Ahold NV 9

LaFarge Corporation 9

LaFargeSA 9

Landamerica Financial Group, Inc. 9

Limited Liability Companies 24

Litton Industries, Inc. 10

Local Health System, Inc. 10

Lockheed Martin Corporation 10

Loewen Group Inc. 10, 23

10,23

Loewen Group International

Mahle GmbH 10.23

Mayo Medical Laboratories 34

McKesson Corporation 16

M.D. Physicians of Southwest Louisiana 29

Mediq Inc. 16

Medtronic, Inc. 10, I1

Merck and Co., Inc. 11

Merger Guidelines 21

Mesa County Physicians P A 29,32

Mobile Health Resources 33

Monier Lifetile LLC 20

Montana Associated Physicians, Inc. 29

Mustad International Group NV 11

Mylan Laboratories, Inc. 35

New Balance Athletic Shoe, Inc. 36

New Jersey Pharmacists Association 33

NGC Corporation 11

Nortek, Inc. 11

Nonh Mississippi Health Services

North Lake Tahoe Medical Group, Inc. 30

North Ottawa Community Hospital 34

Ohio Ambulance Network 33

PacifiCorp 11

INDEX of CASES and SUBJECTS

(Fiscal Year 1996 through March 31,1999)

Parkside Kidney Stone Centers 3 1

Phillips Petroleum Company 12

Phoenix Medical Network, Inc. 33

Port Washington Real Estate Board 30

Praxair Inc. 12

Precision Moulding Co. Inc. 30

Premerger Notification 22

Annual Reports 25

Rules and Formal Interpretations 24

Protocol 21

Questar Corporation 17

Raytheon Company 12

Red Apple Companies, Inc. 19

Reuters America, Inc. 29

Rite Aid Corporation 12, 17, 19

Roche Holdings Ltd. 12

RxCare of Tennessee, Inc. 30

Santa Clara Motor Car Dealers Association 31

Sara Lee Corporation 23

Schnuck Markets, Inc. 19

S.C. Johnson & Son, Inc. 13

Sensormatic Electronics Corporation 3 1

Service Corporation International 13

Shell Oil Company 13

Silicon Graphics, Inc. 13

Sky Chefs, Inc. 14

Southern Arizona Therapy Network, Inc. 34

South Lake Tahoe Lodging Association 3 1

Southwest Florida Oral Surgery Associates 33

Speeches 39

Staples, Inc. 17

Statistics 42

Stone Container Corporation 3 1

Stop & Shop Companies, Inc. 9, 14

Summit Communications Group, Inc. 31

Summit Technology, Inc. 31,32

Tenet Healthcare Corporation 14, 17

Time Warner Inc. 14

Titan Wheel International, Inc. 23

Toys " R Us 35,37

INDEX of CASES and SUBJECTS

(Fiscal Year 1996 through March 31,1999)

TRW Inc. 15

Upjohn Company 15

Urological Stone Surgeons, Inc. 31

Uronet of Louisiana. L.L.C. 34

Valley Baptist Medical Center 34

VISX, Inc. 32

Waterous Company, Inc. 36

Wesley-Jessen Corporation 15

William W. Backus Hospital 34

Williams Companies 15

Yellowstone Physicians, LLC 33

Zeneca Group PLC 15

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.