Bureau of Competition (2001)

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Bureau of Competition

American Bar Assoeiatioa

Aatitrust Section

Spring MeeBiag 2804

Molly S. Boast

Acting Director

Bureau of Competition

Robert Pitofsky

Chainnan

Federal Trade Coininission

ABA ANTITRUST SECTION

SPRING MEETING

Summary of Bureau of Competition Activity

Fiscal Year 1997 Through March 15,2001'

Mergers

Consent Orders

1. * ABB (Final Order April 14, 1999): ABB divested the Analytical

Division of Elsag Bailey Process Automation N V. to Siemens Corporation

settling 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 refiniog, pharmaceutical and chemical

manufacturing, and pulp and paper processing.

2. * Agrium, Znc. (Final Order November 13,2000): A consent order

requires Agrium to divest a deepwater terminal near Portland, Oregon, an up

water terminal in central Washington and other assets settling charges concerning

its proposed acquisition of the nitrogen fertilizer business of Union Oil Company

ojCalifonia. Agrium and Unocal are the leading producers in the Northwest of

nitrogen fertilizer - anhydrous ammonia, urea and UAN 32% solution ingredients used for plant growth.

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

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

Wyoming to Supexvalu Holdings, Inc. in an effort to maintain competitive pricing

in the areas. According to the complaint, Albertson's acquisition of Buftrey Food

and Drug Store Company would result in higher prices and reduced quality in 11

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

action by the Commission

communities

4. * Albertson's, Inc. (Fimal Order December 8, 2000): The final order,

modified after the public comment period, does not require the divestiture of a

Lucky (American Stores Company) store in Lompoc, California to Ralph's.

Albertson's Inc. agreed to divest 104 supermarkets and American Stores Company

agreed to divest 40 supermarkets to settle charges that Albertson's acquisition of

American Stores raises antitrust concerns in 57 markets in California, Nevada and

New Mexico. The divestiture agreement is the largest retail divestiture of

supermarkets ever required by the Commission.

5 . * 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 Commission-approved buyer.

6 . * AmericaOnline, Inc. (Proposed Consent Agreement Accepted for

Public Comment December 14,2000). AOL and Time Warner Inc. agreed to

settle Commission concerns relating to their proposed merger. Under t e r m of the

agreement, AOL Time Warner is required to open its cable system to competitor

internet service providers. In addition, the company is prohibited from interfering

with content passed along the bandwidth contracted for by non-affiliated internet

service providers, and prohibited from interfering with the ability of non-affiliated

providers of interactive television services to interact with interactive signals that

AOL T i e Warner agreed to cany.

Associated Octel Company Limited (Final Order December 22,

1999): Associated Octel settled charges that its acquisition of Oboadler Company

would eliminate direct competition and raise prices in the highly concentrated

market for the manufacture and sale of lead antiknock compounds. Under terms

of the order, Octel agreed to supply Oboadler's current distributor, Allchem

Industries, Inc., with lead antiknock compounds for resale in the United States for

15 years.

8. * Autodesk, Znc. (Final Order June 18, 1997): Consent order settles

charges that the acquisition of Softdesk, 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,

9. * Baxter International Znc. (Fimal 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 fmal 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.

10. * The Boeing Company (Final Order January 5, 2001): The consent

order permits the acquisition of Hughes Space and Communications, a subsidiary

of General h4otors Corporation, but prohibits Boeing from providing systems

engineering and technical assistance (SETA) to the U.S. Department of Defense

for a classified program. According to the complaint, Boeing is the sole supplier

of SETA programs and Hughes is one of two competing contractors.

1 1.

* 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 -BoeingLockheed (developing Tier 111M i u s , a stealthy, high-altitude endurance

unmanned air vehicle) and RockwelVTeledyne (developing Tier II Plus, anonstealthy, 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.

T e r n of the consent order require Boeing to deliver the assets necessary to

produce the Tier Il Plus wings to businesses designated by Teledyne The order

also establishes a "f~ewall"between Boeing's Tier 111Minus business and the

Rockwell North American Aircraft Division that provides Tier I1 Plus wings.

BPAmocop.lc. (Final Order August 29, 2000): BP Amoco settled

12.

charges that its acquisition ofAtlantic Richfield Company (ARCO) would lessen

competition in the production and saie of crude oil in several United States

markets. The order requires BP to divest ARCO's complete free standing

businesses relating to oil production on Alaska's North Slope to Philips Petroleum

Company within 30 days.

13.

* British Petroleum Company p.Lc. (Fimal Order April 19, 1999):

Consent order in BP Amoco p.1.c. (created by the merger of British Petroleum

Company, p.1.c. and Amoco Corporation) requires the divestiture of 134 gas

stations in eight markets and nine light petroleum products terminals settling

charges that the merger would substantially reduce competition in certain

wholesale gasoline markets.

14. * 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-Communications Inc. 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.

15 * Cadence Design Systems, Inc. (Final Order August 11, 1997).

Cadence agreed to settle charges that its acquisition of Cooper & Chyan

Technolog,, 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.

16. Castle Harlan Partners, I Z 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 exchde Gold Lance, Inc. from the

proposed plans to acquire Clms Rings, Inc. The new acquisition plan is limited to

the class ring business of Town & Country Corporation and CJC Holdings, Inc.

17. * Ceridian Corporation (Final Order April 6, 2000): A consent order

requires Ceridian to grant licenses to new and existing f m s that provide

commercial credit cards (known as "trucking fleet-cards") used by over-the-road

trucking companies to make purchases at retail locations. The order settles

charges that Ceridian's consummated acquisitions of NTS Corporation and

Trendar Corporation gave Ceridian the power to control the markets for the

provision of truckiig fleet cards and the systems used to read them at truck stops

throughout the country.

18. * 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 lie-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 f m to permit continued competition in research, development

and commercialization for a broad range future medical treatments. In addition, in

one of the largest divestitures ever required under a consent order, Sandoz agreed

to divest its U.S. and Canadian corn herbicide business to BASF

Aktiengesellschaft withii 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

19. * CMS Energy Corporation (Final Order June 2, 1999): 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 settling charges that its

acquisition of two natural gas pipelines, Panhandle Ecw?ern 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.

20. * Commonwealth Land Title Insurance Company (Final Order

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 W a s h i i o n , 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.

21. * Computer Sciences Corporation (Final Order January 26,2000):

Final consent order permits the acquisition ofkfy~zdCorporation and requires the

divestiture of Mynd's Claims Outcome Advisor System to Insurance Services

Oftice, Inc. Claims assessment systems are used by insurance companies to

evaluate appropriate payments for claims of bodily injury and to evaluate returnto-work plans in workers compensation matters.

22. * Cooperative Computing, Znc. (Final Order June 20, 1997): Consent

order will preserve con~petitionin electronic parts catalogs for the auto parts

aftermarket. The fmal order permits the acquisition of Triad Systems Corporation

but requires the divestiture within 60 days of the PartFinderB electronic catalog

database, and the .I-CON@ 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 Gother Commissionapproved buyer.

23. * CUC International, Znc (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 International

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

allegations that its acquisition ofRevco 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.

25. * Degussa AG (Final Order June 10, 1998): Degussa 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 not~fythe Commission of its attempts to acquire hydrogen peroxide

facilities in specific areas. Originally, Degussa had planned to acquire all of

Dupont's hydrogen peroxide facilities in North America.

26. * Delhaize Freres et cie "Le Lion" S.A. (Proposed Consent

Agreement Accepted for Public Comment July 25,2000): The proposed consent

agreement approved the merger of Establissements Delhaize Freres et Cie "Le

Lion" S.A. and Delhaize America, Inc. with Hannaford Bros. Co. but requires the

sale of 37 Hannaford supermarkets and one Hannaford site to three different

buyers.

Dominion Resources, Znc. (Final Order December 14, 1999): A

27.

final order permits Dominion's acquisition of Consolidzfed Nafural Gus

Company but requires the divestiture of Consolidate's Virginia Natural Gas, Inc

The complaint alleged that the merger would combine the dominant provider of

electric power in Virginia with the primary distributor of natural gas in

southeastern Virginia.

28. * Dow Chemical Company, The (Proposed Consent Agreement

Accepted for Public Comment February 5,2001): Dow agreed to settle concerns

relating to its proposed merger with Union Carbide Corporafionand divest and

license intellectual property necessary to the production of Smear low-density

polyethylene - an ingredient used in premium plastic products such as trash bags

and sealabie food pouches - to BP Amoco plc.

29. * Dow Chemical Company, The (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.

30. * Duke Energy Corporation (Final Order May 9;2000): Duke agreed

to divest 2,780 miles of gas gathering pipeline in Kansas, Oklahoma and Texas to

settle antitrust concerns stemming from Duke's and Phillips Petroleum

Company's proposed merger of their natural gas gathering and processing

businesses under a new comaanv

. .called Duke Enerav

-.Field Services. L.L.C. and

Duke's proposed acquisition of gas gathering assets in central Oklahoma from

Conoco Inc. and Mitchell Energy and Development Corporation.

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

order 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 fmd 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.

32. * El Paso Energy Corporation (Final Order January 30,2001): A final

order allows El Paso to acquire PGBcE Gas Transmission Teco, Inc. and PG&E

Gas Transmission Texas Company (subsidiaries of Pacific Gas & Electric) but

requires the divestiture of El Paso's interest in the Oasis Pipe Line Company; the

divestiture of PG&E's share of the Teco Pipeline; and the divestiture of the

Matagorda Island Offshore production area. The divestitures ensure that

competition is maintained for natural gas transportation in three Texas markets.

33.

* El Paso Energy Corporation (Proposed Consent Agreement Accepted

for Public Comment January 29,2001): Proposed consent order allows the

merger of El Paso and Coastal Corporation but requires the divestiture of more

than 2,500 miles of gas pipelime system in Florida, New York and the Midwest.

34. * El Paso Enera Corporation (Final Order January 6,2000): A final

order ensures competition in the markets for natural gas transportation out of the

Gulf of Mexico and into the southeastern United States. The consent order

permitted El Paso's $6 billion merger with Sonaf Inc. and requires the divestiture

of Sea Robin Pipeline Company; Sonat's one-thud ownership interest in Destin

Pipelme Company, L.L.C.; and the East Tennessee Natural Gas Company.

35. * Exvon Corporation (Final Order October 30, 1998): Exxon will

divest 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 &el and lubricants additives would reduce

competition and lead to collusion among the remaining fvms in the market.

36. * Exxon Corporation (Final Order January 30,2001): A consent order

settled antitrust concerns stemming from Exxon's acquisition of Mobil

Corporation but requires the largest retail divestiture in Commission history.

The divestitures, representing only a fraction of the worldwide assets of Exxon

and Mobil, include 2,43 1 gas stations; an Exxon refiaery in California; a pipelme;

and other assets. According to the complaint, the proposed merger would injure

competition in moderate concentrated markets - California gasoline refining,

marketing and retail sales of gasoline in the Northeast, Mid-Atlantic and Texas;

and in the highly concentrated markets for jet turbine oil.

37. * Federal-Mogul Corporation (Final Order December 4, 1998):

Federal-Mogul agreed to divest the thinwall bearings assets, Glacier Vandervell

Bearings Group, it acquires in its takeover of T&~Vplcto a Commission-approved

buyer. The complaint alleged that the acquisition would increase the likelihood of

coordinated anticom~etitiveconduct between Federal-Mom1

" 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.

38. * FideliQ National Financial, Inc (Final Order February 17,2000): A

fmal consent order settled charges that Fidelity's acquisition of Chicago Tifle

Corporation would reduce competition for title information services in San Luis

Obispo, Tehama, Napa, Merced, Yolo, and San Benito, California. The order

requires the divestiture of title plants in each of the six areas.

39. * FMC Corporation (Final order May 19,2000): The consent order

requires FMC to divest its phosphorus pentasufide business in Lawrence, Kansas

to Peak Investments, LLC and Solutia Inc.'s phosphate assets in Augusta, Georgia

to Societe Chirnique Prayon-Rupel to settle charges that the proposed FMC/

Solutia joint venture could substanitally lessen competition in the United States

market for pure phosphoric acid and phosphorus pentasulftde.

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

40.

that the acquisition of National Medical Care, h c . would combine two significant

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

the divestiture of the Lewisberry, Pennsylvania hemodialysis concentrate plant to

Di-Chem, Inc. or other Commission-approved buyer.

41. * General Mills, Znc. (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.

42. * Global Industrial Technologies, lnc. (Final Order September 10,

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

acquisition of AP 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.

43. * Guinness PLC (Final Order April 17, 1998): The complaint

accompanying the proposed consent order alleged that the merger between

Guinness and GrandMetropolitanPLC would eliminate substantial competition

between the two f m s 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 preapproved by the Commission.

44. * Hoechsf AG (Final Order January 18, 2000): A fmal order settled

charges stemming from Hoechst's merger with Rhone-Poulenc S.A. According to

the complaint, the merger (the merged fm would be renamed Aventis S.A.)

raised antitrust concerns in the market for cellulose acetate and direct thrombin

acetate. The order requires the divestiture of the subsidiary, Rhodia, a specialty

chemicals firm that produces cellulose acetate.

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

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

International, Inc. to settle antitrust concems that the acquisition would

substantially reduce competition in the markets for welded-seam aluminum

radiator and charged air cooler tubing in North America.

46. * Intel Corporation (Final Order July 20, 1998): Final order settles

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 DigitaI's microprocessor

devices.

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

fmal consent orders settle charges that the acquisitions of L k e r d 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.

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

discussion under number 44 above.

49. * Jitney-Jungle Stores of America, Inc. (Einal Order January 28,

1998): Final order settles allegations that Jitney-Jungle's acquisition of

Delchamps, Ine. would substantially reduce competition among supermarket

stores in the areas of Gulfport-Biloxi, Hattiesburg and Vicksburg, Mississippi.

The consent order requires the divestiture of 10 supermarkets to Supervalu, Inc

50. * Koch Industries, Inc (Final Order January 3 1,2001): A fmal consent

order settles allegations that Entergy-Koch LP's (a limited partnership owned

equally by Entergy Corporation and Kocb) acquisition of 50 percent of the Gulf

South Pipelime Company, LP from Koch would lessen competition for the sale of

electricity to consumers in Louisiana and western Mississippi and the distribution

of natural gas to consumers in New Orleans and Baton Rouge. Entergy is the

regulated electric and natural gas utility in parts of Louisiana and Mississippi.

The order requires Entergy to establish a transparent process to buy natural gas

and natural gas transportation that will assist state regulators in determining

whether Entergy purchased gas supplies at inflated prices from its Entergy-Koch

partnership

51. * Koninklijke Ahold NV (Final Order April 14, 1999): Order requires

divestiture of 10 supermarkets in Maryland and Pennsylvania to settle antitrust

concerns stemming from Ahold's acquisition of Giant Food Inc.

52. * Kroger Company (Fiinal Order January 10,2000): Final order requires

Kroger and FredMeyer Stores, Inc. to divest eight supermarkets to settle charges

that the acquisition of Fred Meyer would increase concentration and decrease

competition in Arizona, Wyoming, and Utah. Under terms of the order, two

Smith's Food & Drug Centers will be sold to Nash-Finch Company; one "City

Market" will be sold to Albertson's Inc.; and five supermarkets (two "City

Markets"; two Fry's, and one Smith's) will be sold to Fleming Companies, Inc.

53. * Kroger Company ( F i i l Order November 8, 1999): A final order

settled charges stemming from Kroger Company's acquisition of The John C.

Groub Company. The order requires the divestiture of three supermarkets in

Cohmbus and Madison, Indiana to Roundy's, Inc., one of the largest food

wholesalers in the United States.

54. * 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.

55.

* Landamerica Financial Group, Znc lformerly Lawyers 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

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.

56. * MacDermid, Znc. (Final Order February 3,2000): A consent order

permits MacDermid's acquisition of Polyfibron Technologies,Inc. and requires

the divestiture, among other thmgs, of Polyfibron's liquid photopolymer business

to Chemence Inc. According to the complaint, the acquisition would result in a

monopoly in the production, distribution and sale of liquid and solid

photopolymer in North America. Photopolymers are used to make flexographic

printing plates.

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

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.

58. * Manheim Auctions, Inc (Final Order November 13,2000): The

consent order settles antitrust concerns stemming from the acquisition of ADT

Automotive Holdings,Inc., the nation's third largest operator of wholesale motor

vehicle auctions. The order requires Manheim to divest nine auctions in Kansas

City, Missouri; Denver and Colorado Springs, Colorado; Atlanta, Georgia; San

Francisco, California; Seattle, Washington; Tampa, Orlando and Daytona Beach,

Florida; and Phoenix, Arizona.

59. * Medtronic, Inc (Final Order December 21, 1998): A fmal consent

order settles allegations stemming from Medtronic's proposed acquisition of

Physio-Control International Corporalion'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 fum.

60. * Medtronic, Inc (Final Order June 3, 1999): Medtronic agreed to divest

Avecor Cardiovascular, Inc.'s non-occlusive 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. The order

requires Medtronic to provide assistance to the buyer of the Avecor Pump assets

to enable the buyer to obtain FDA approval to manufacture and market the Avecor

pumps an reservoirs.

61. * Merck and Co, Inc. (Final Order February 18, 1999): The complaint,

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

fmancial interest in Merck

62. 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.

63. * Nortek, Znc. (Final Order Octobef 8, 1998): The consent order permits

Nortek's acquisition ofNuTone, Inc., its closest competitor, but requires its

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

in the United States.

64. * Novartis AG (Final Order December 19,2000): The consent order

permits the merger of Novartis and AshaZerreca PLC into a new Swiss company,

Syngenta AG. The order requires Novartis to divest its worldwide foliar fungicide

business based on the strobilurin chemical class to Bayer Ag; and requires

AstraZeneca to divest its worldwide corn herbicide business based on the active

ingredient acetochlor to Dow AgroSciences LLC.

65. * PacifiCorp (Proposed Consent Agreement Withdrawn and Investigation

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.

66. * Pjizer Inc. (Final Order July 28, 2000): F i a l consent order permits

Pfzer's merger with Warner-LambertCompany and requires divestitures in

several pharmaceutical markets including: Pfuer's RID brand of head lice

treatment; Pfuer's antidepressant drug, Celexa; Warner's Cognex, a drug used in

the treatment of Alzheimer's disease; and assets relating to the Epidermal Growth

Factor receptor tryosine k i a s e inhibitor, drugs under development to treat solid

cancerous tumors such as head and neck, non-small cell lung, breast, ovarian,

pancreas and colorectal cancers.

67. * Philip Morris Companies, Inc (Final Order February 27, 2001):

The consent order permits the merger of Philip Monis and Nabisco Holdings

Corporation while settling charges that the merger of the two food companies

would reduce competition in the already highly-concentrated market. Under terms

of the order, the parties are required to divest Nabisco's dry-mix gelatin, dry-mix

pudding, no-bake dessert, and baking powder assets to The Jel Sert Company and

Nabisco's intense mints assets to Hershey Foods Corporation.

68. * 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 hut requires the

divestiture of 160 miles of pipeline system in the Anadarko Basin withim 30 days

to a Commission-approved buyer.

69. * Precision Castparts Corporation (Final Order December 21, 1999):

A final order requires the divestiture of titanium, large stainless steel and large

nickel-based superalloy production assets (structural cast metals used in the

manufacture aerospace components) to settle antitrust concerns stemming from its

acquisition of Wyman-Gordon Company. The order requires Precision Castparts

to divest Wyman-Gordon's titanium foundry in Albany, Oregon and WymanGordon's Large Cast Parts foundry in Groton, Connecticut.

70. * Provident Companies, Znc (Final Order September 20, 1999): The

consent order ensures that the merged fum of Provident and UNWCorporation

will continue to ~articioatein industrv-wide solicitations for data to make

actuarial predictions on probable future claims by applicants who hold policies

with providers of individual disability insurance. The order requires

~NUM/Providentto provide data to the Society of Actuaries Adlor the National

Association of Insurance Commissioners for studies and reports.

71. * Quexco Incorporated (Proposed Consent Agreement Accepted for

Public Comment May 10, 1999; Parties Abandoned Transaction): Proposed

agreement would have permitted the acquisition of Paci$c Dunlop Gh%

Corporation and required the divestiture of GNEi's secondary smelter to Gopher

resources, Inc. The parties abandoned the transaction during the 60-day comment

period.

72. * Reckitt & Colman plc (Final Order January 18,2000): A fmal order

permits Reckitt & Colman to acquire Benckiser N V. from NRV

Vermogenswerwaltung GmbH but requires the divestiture of Benckiier's Scrub

Free@ and Delicare@business to Church & Dwight, Inc., producers of household

cleaning products.

73. * RHZ AG (Proposed Consent Agreement Accepted for Public Comment

December 30, 1999): A proposed consent agreement permits the acquisition of

Global Industrial Technologies,Inc and requires the divestiture of two

refractories manufacturing facilities - Global's Hammond, Indiana and Marelan,

Quebec plants -to Resco Products, Inc. According to the complaint, the proposed

acquisition would create the largesi producer of refractories in North America

with dominant positions in the magnesia - carbon brick refractory market and in

the high alumina brick refractory market. Refractories are used to l i e hrnaces in

many industries that involve the heating or containment of solids, liquids, or gases

at high temperatures.

74. * Rhodia, Donau Chemie AG (Final Order April 21, 2000): Rhodia

divested certain assets to resolve antitrust concerns stemming from its acquisition

of Allbright & Wilson PLC. The consent order permits the acquisition but

requires the divestiture of Albright's interest in its United States phosphoric acid

joint venture to its joint venture partner, Potash Corporation of Saskatchewan.

75. * Roche Holdings Lid (Final Order April 22, 1998): Roche agreed to

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

from its proposed acquisition of Corange Limiied. 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.

76 * Rohm & Haas Company (Final Order July 13, 1999): Rohm & Haas

settled charges that its acquisition ofMorfonIntemafional,Inc. would lessen

competition in North American for the production and sale of water-based floor

care polymers used in the formulation of floor care products such as polishes. The

consent order requires the divestiture of Morton's worldwide water-based floor

care polymers business to GenCorp, Inc.

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

77.

settles charges that Johnson's acquisition of Dowbrand 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.

78. * Service Corporation International (Final Order June 29, 2000):

Service Corporation International divested the LaGrone Funeral Home, acquired

in 1994, to settle charges that the acquisition gave Service Corporation a

monopoly in the provision of funeral services in Rosweli, New Mexico. The

order also requires Service Corporation, for ten years, to obtain prior Commission

approval before acquiring any hneral home serving Chaves County, New Mexico.

79. * Service Corporation International (Final Order May 4, 1999).

Consent order permits the acquisition of Equity Corporation International, the

fourth largest hneral home and cemetery company in the United States, and

requires SCI to divest funeral service and cemetery properties in 14 markets to

Carriage Services, Inc. to remedy the anticompetitive effects of the acquisition.

80 * Shaw's Supermarkets, Inc. (Final Order April 5, 2000) A consent

order settled charges that Shaw's proposed acquisition of Stm Markets, Inc. could

eliminate supermarket competition and increase prices in the greater Boston

metropolitan area The consent order permits the acquisition and requires the

divestiture of three Shaw supermarkets and seven Star markets in eight

communities

81. * Shell Oil Company

Order A~ril21,1998): Shell Oil and Texaco

- (Final

settled allegations that their proposed joint venture would reduce competition and

could raise prices for gasoline in Hawaii, California, and Washiington and the

price of asphalt in ~alifornia.The consent order requires Shell 6 divest a

package of assets, including Shell's Anacortes, Washiington refinery; a terminal

and retail gasoline stations in Oahu, Hawaii and retail gas stations, and a pipeline

in California.

82. * 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 f i e Coastal Corporation would lead to anticompetitvc

increases in gas gathering rates and an overall reduction in gas drilling and

production in the two states.

83. * Sky Chefs, Znc. (Final Order September 18, 1998): Sky Chefs

restricted its acquisition plans, excluding Ogden Corporation's in-flight catering

operation at the McCarran International Auport in Las Vegas, Nevada from its

purchase agreement to settle Commission concerns that the consoiidation of the

two firms in Las Vegas would lead to higher prices for airline catering services.

The consent order prohibits Sky Chefs &om making certain acquisitions without

Commission approval for 10 years.

84. * SmifhKline Beechamplc (Final Order December 26,2001): Under

terms of a final consent order settling charges stemming from the merger of

SmithKline and Glaxo Wellcomeplc,the parties agreed to divest pharmaceutical

products in six markets: anticmetics; the antibiotic, cefiazidime; oral and

intravenous antiviral drugs for the treatment of herpes; topical antiviral drugs for

the treatment of genital herpes; and over-the-counter H-2 blocker acid relief

85. * SNIA S.p.A. (Final Order July 28, 1999): Final order settles charges that

Sorin Biomedica S.p.A.'s acquisition of COBE Cardiovuscular, Inc. would

eliminate competition in the United states market for research, development,

manufacture and sale of heart-lung machines. The order permits the acquisition

and requires the divestiture of COBE's heart-lung machine business to Baxter

Healthcare Corporation.

86.

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

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.

87. Time Warner Inc. (Final Order Februarv- 3 ,. 1997): Final consent order

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 Telecommunications, Inc , the nation's number one cable operator, to divest its

interests in Turner, reduces contractual agreements between TCI, Turner and

T i e Warner to carry certain programming; reduces opportunities for bundling

programming; prohibits price discrimination against competing cable systems;

and requires T i e Warner's cable systems to cany a rival news channel to

compete with CNN.

88.

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

stemming from its acquisition of BDM, a fm 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.

89. * Tyco International, Lid. (Final Order December 5,2000): Tyco

agreed to divest its endotracheal tube business to Hudson RCI to settling antitrust

concerns relating to its acquisition ofMallinckrodf, Inc. The final order permitted

the acquisition.

90. * Valspar Corporaion (Final Order January 26,2001): Final order

permitted Valspar's acquisition of Lilly Industries, Inc., but requires Valspar to

divest its mirror coatings business to Spraylet Corporation. Mirror coatings are

applied to the back of a piece of glass in order to produce a mirror.

91. * W U N. K (Final Order December 7, 1999): VNU N.V. settled

antitrust concerns that its proposed acquisition of Nielsen Media Research, Inc.

would restrict competition in the market for advertising expenditure measurement

services in the United States. The order requires VNU to divest its Competitive

Media Reporting division, the nations's largest supplier in the specialiied market

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

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

order permits the acquisition of Pilkington Barnes Hind International, Inc. hut

requires the divestiture of the opaque contact lens business within four months to

a Commission approved acquirer.

93. * Williams Companies (Final Order June 17, 1998): Consent order

permits the acquisition o f W C O , Inc. but requires Williams to lease its pipeline

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

that Kider 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.

Winn-Dkie Stores, Inc (Final Order February 14,2000): A final

94.

order permitted Winn-Dixie's acquisition of 68 supermarkets and other assets

from bankrupt Jitney-jungle Stores of America, Inc. The order prohibits WmDixie, among other things, from acquiring any interest in four specified JitneyJungle supermarkets without obtaining prior Commission approval. The sale of

the 68 supermarkets was also approved by the U.S. Bankruptcy Court for the

Eastern District of Louisiana.

95. * Zeneca Group PLC (Final Order June 7, 1999): Consent order,

resolving antitrust concerns relating to Zeneca's merger with Astra AB requires

the divestiture of all assets relating to levobupivacaine, a long-acting local

anesthetic. The assets will be purchased by Chiroscience Group plc, the

developer of levobupivacaine.

Authorizations to Seek Preliminary Injunctions

1. * BP Amoco p.Lc (February 2,2000): Commission authorized staff to

file a motion in federal district court to prevent the merger of BP Amoco p.1.c. and

Atlantic Richfield Company. The complaint, filed in the U.S. District Court for

the Northern District of California, San Francisco Division on February 4,2000,

alleged that the merger would reduce competition in the exploration and

production of Alaska North Slope crude oil and its sale to West Coast refineries,

and in the market for pipeline and storage facilities in Cusbing, Oklahoma. The

merger wouldcombine: (1) the two largest producers of crude oil on the North

Slope of Alaska; (2) the two largest suppliers of AlaskaNorth Slope crude oil to

refineries in California and W a s h i i o n ; (3) and the two most successful

competitors in bidding for exploration leases on the North Slope. On March 15,

2000, five days before the start of the trial, the defendants and the Commission

agreed to seek adjournment of the federal court proceedings to enter into consent

negotiations.

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

staffto 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 B m n w g Corporation and McKesson Corporation's

proposed acquisition ofAmeriSource 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 3 1, 1998, the District Court granted

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

abandoned their respective merger plans soon after the decision.

* Conso International Corporation (August 2,2000): Conso

International Corporation, owner of the Simplicity brand of home sewing patterns,

abandoned its proposed acquisition of McCall Pattern Company after the

Commission filed a motion for a preliminary injunction in the United States

District Court for the Southern District of New York. The complaint charged that

the acquisition would reduce the number of United States sewing pattern

designers and producers from three to two, creating a fm with more than 75% of

the domestic unit sales of domestic home sewing patterns.

* H.J. Heinz Company (July 7, 2000): The Commission authorized

st& to file a motion for a preliminary injunction in federal district court on

grounds that the proposed $185 million acquisition ofMilnot Holding Company,

owner of Beech-Nut Nutrition Corporation, would reduce the number of

competitors in the baby food market from three to twoo - creating a duopoly. The

complaint was filed iin the U.S. District Court for the District of Columbia on

July 14, 2000. At the request of the Commission, the U.S. District Court of

Appeals for the District of Columbia enjoined the acquisition on November 8,

2000 after the district court denied the Commission's request for a preliminary

injunction.

5. * Kroger Company/Wnn-Dixie (June 2,2000): The Commission

authorized staff to fde a motion in federal district court to block the proposed

acquisition of 74 Winn-Dixie supermarkets in Texas and Oklahoma. The

complaint, filed in the U.S. District Court for the Northern District of Texas,

alleged that the acquisition would end 22 years of direct competition between the

two supermarket chains in several markets in Texas, including metropolitan Fort

Worth, Granbury, Weatherford, Brownwood, Henderson, Denton and Marshall.

The parties abandoned the transaction before the start of the trial

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

Cardinal Health Inc., number 2 above.

7. * Mediq i n c (July 29, 1997): Mediq abandoned its proposed acquisition

of UniversalHospital Services after the Commission fded a amplaint 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, ithsion, and monitoring devices. The complaint, fded 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.

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

p r e l i i a r y injunction to block the proposed acquisition of Office Depot, Inc. on

grounds that the $4 billion acquisition would allow the combined f m 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.

9. * Swedish Match AB (June 22,2000): The Commission authorized staff

to seek a preliminary injunction to block the proposed acquisition of National

Tobacco Company, L.P. on grounds that the $165 million acquisition would

lessen competition in the market for loose leaf chewing tobacco and that Swedish

Match's market share would increase to 60 percent. On December 14, 2000, the

U.S. District Court for the District of Columbia issued a 42-page opinion granting

the Commission's motion for the injunction. On December 22,2000, the parties

abandoned the transaction.

10. * 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 BhfS 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 in the

Eighth Circuit on August 10, 1999. An administrative complaint was 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 OpinionsLnitial Decisions

Swedish Match AB (January 5,2001): The Commission dismissed the

administrative complaint after Swedish Match and National Tobacco Company,

L.P. abandoned the transaction that would give Swedish Match control of 60

percent of the loose leaf chewing tobacco market.

Tenet Healthcare Corporation (December 23, 1999): The Commission

dismissed the administrative complaint that challenged the acquisition of Doctors

Regional Medical Center in Poplar BhfS Missouri after the United States Court

of Appeals for the Eighth Circuit denied the Commission's petition for a rehearing

en banc and denied the Commission's motion to stay the mandate in October

1999.

Court Decisions

1. Blodgett 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 Butterworth Health

Corporation. The complaint charged that the merger would substantially reduce

competition for acute care inpatient hospital services in the Grand Rapids area

2. H.J. Heinz Company (November 8, 2000): After the federal district court

in Washiogton, D.C. denied the Commission's motion for a preliminary

injunction, the Court of Appeals for the District of Columbia enjoined the Heinz's

proposed acquisition of Milnot Holding Company, the owner of Beech-Nut

Nutrition Corporation, pending the Court's d i n g on the Commission's appeal

The Commission's complaint charged that the acquisition, $consummated, would

reduce competition in the market for jarred baby food.

3. Tenet Healthcare Corporation (July 22, 1999): The U.S. Court of

Appeals for the Eight Circuit reversed the district court decision and dissolved the

preliminary injunction mainly on geographic market grounds. The Commission's

petition for rehearing was denied.

Order Violations

1. * Boston Scientific Corporation (October 3 1, 2000): A complaint

charged that Boston Scientific Corporation violated a 1995 consent order when it

failed to provide Hewieft-Packard Company with a license to all of its intellectual

property and technical information relating to intravascular ultrasound catheters.

The complaint which seeks civil penalties and other equitable relief, was filed by

the Department of Justice on behalf of the Commission.

ColurnbiaCA Healthcare Corporation (July 30, 1998):

Cohunbia/HCA 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.

3. * 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

4. * Red Apple Companies, Znc. February 23, 1997): Judgment entered

requiring Red Apple and its chairmaq 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 Shun's

supermarkets substantially reduced competition in four areas of Manhattan.

5. * Rite Aid Corporation (Februaq25, 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.

6. * Schnuck Markets, Znc (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.

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 hrther 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 fums from merging pending the outcome of an administrative

trial. The hospitals merged in 1997.

2. Tenet Healihcare Corporation (December 23, 1999): The Commission

decided not to continue with administrative litigation of the complaint that

charged that the proposed merger of Tenet and L)octors Regional Medical Center

would eliminate price, cost and quality competition and put consumers at risk of

paying more for health care in Poplar Bluff, Missouri. The case was dismissed

under the agency's 1995 policy to determine on a case-by-case basis whether to

pursue administrative litigation in merger cases after a federal court has decline to

bar the companies from merging pending the outcome of an administrative trial.

G. Complaints

1. * Automatic Data Processing, Znc (November 13, 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 industry. 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

Buttemrth Hospital would substantially reduce competition for acute-care

inpatient hospital services in the Grand Rapids, Michigan area. The Commission

ended its litigation after the federal district court's decision to deny the

Commission's motion for a preliminary injunction was upheld by the U.S. Court

of Appeals for the Sixth Circuit.

3. H.J. Heinz Company (November 22,2000): An administrative

complaintcharged that the proposed acquisition of Milnot Holding Corporation,

owner of Beech-nut Nutrition Corporatioq would substantially reduce

competition in the manufacture and sale ofjarred baby food in the United States.

On November 1,2000, the Commission sought an emergency stay from the Court

of Appeals for the D.C. Circuit after the federal district court denied the

Commission's request for a preliminary injunction The Court of Appeals

enjoined the transaction pending its d i n g on the Commission's appeal.

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

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

manufacturing division of Boral Lid and M a r g e SA could significantly d i s h

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.

5 . Swedish Match AG (December 21,2000): An administrative complaint

was issued after the United States District Court for the District of Columbia

granted the Commission's motion for a preliminary injunction to block Swedish

Match North America from acquiring the loose leaf chewing tobacco brands of

National Tobacco Company. The administrative complaint alleged that the

acquisition would substantially reduce competition by combining the f i s t and

third sellers of loose leaf chewing tobacco in the United States. According to the

complaint, if the acquisition were consummated, Swedish Match would gain a

market share of 60 percent in U.S. sales.

6 Tenet Healthcare Corporation (August 20,1998): An administrative

complaint, issued after the Commission filed a motionin federal district court for a

preliminary injunction, charged that the proposed merger of Tenet and Dociors

Regional Medical Center, the only two general hospitals in Poplar Bluff,

Missouri, would eliminate price, cost and quality competition and put consumers

at risk of paying more for health care.

Other

1. Business-to-Busirtess (Report Announced October 26,2000): A staff

report, "Entering the 21" Century: Competition Policy in the World of B2B

Electronic Marketplaces" discusses information gathered and antitrust issues

addressed at the public workshop held at the headquarters building of the Federal

Trade Commission in Washington, D.C. on June 29 - 30, 2000. Business-toBuisness (B2B) electronic marketplaces use the Internet to electronically connect

businesses with each other, primarily for the purposes of buying and selling a

wide variety of goods and services.

2. Clayton Act -- Section 8 (Effective January 19,2001): Changes in two

threshold figures, based on the change in the Gross National Product, defme when

it is u n l a h l 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 $18,142,000; and (2) the competitive sales of each

corporation exceed $1,8 14,200.

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

Commission and the Department of Justice revised their joint 1992Horizontal

Merger Guidelines to clarify how they analyze efficiency claims in mergers under

review and what merging f m s must do to demonstrate claimed efficiencies. The

revisions explain how eficiencies may affect the analysis of whether a proposed

merger may lessen competition substantially in a relevant market. The revisions

defme 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.

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

m i n i i e 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.

A Study of the Commission's Divestiture Process (Released for

Comments August 6, 1999): The staff report evaluates divestiture orders entered

between 1990 and 1994 and discusses factors that make divestitures more

successful. The report, released for public comment, concludes with

recommendations designed to ensure more effective divestitures in the hture.

Hart-Scott-Rodino Antitrust Improvements Act

Enforcement

Court Decisions

None

Consent Orders

1. * Blackstone Capital Partners II Merchant Banking Fund L.P.

(March 3 1, 1999): Blackstone and one of its general partners, Howard A. Lipson,

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

acquiring the Prime Succession, Inc. chain of hneral 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 t e r n of the settlement, Blackstone will pay $2,785,000; Mr. Lipson will

pay $50,000. 'This is the fust time HSR civil penalties have been imposed on an

hdividual for improper certification of an HSR Notification and Report F o m .

The complaint and settlement were fded in U.S. District Court for the District of

Columbia by Commission attorneys acting as special attorneys to the U.S.

Attorney General.

2. * 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 InfemufionulInc. 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.

The Laitram Corporation (April 12, 1999): Input/Output, Inc. and

The Laitram Corporation each paid $225,000 in civil penalties to settle charges

that Input/Output merged its operations with Laitram's DigiCOURSE subsidiary

before observing the statutory waiting period under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976. According to the complaint, the parties filed

notification under HSR in October 14, 1998, but InputIOutput began its control

over DigiCOURSE on October 10, 1998. 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 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.

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

German 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 oercent interest in Metal Leve. The comalaint. 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 concern 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.

C. Complaints (Complaintsfiled as part of a consent agreement

not listed separately)

None

Rules and Formal Interpretations

1. Rules to Ekempt Certain Acquisitions Required by FTC Orders or

Court Orders. Amendment to Rule 802.70 (Final Rules Effective June 25,

1998): Amended rule would exempt &om 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.

2. Limited Liability Companies - Formal Interpretation I5 (Effective

March 1, 1999): Creation of an LLC which unites two or more independentlyowned business under common control may be subject to the reporting

requirements of the HSR Act, ifthe size thresholds of the HSR Act are met

A f e v i t s and Certifications - Formal Interpretation I6 (Effective

September 24, 1999): The number of originally signed and notarized affidavits

and certificationpages required with each premerger notification filing has been

changed. Parties were required to submit five original &davits and

certifications. Under new Formal interpretation 16, only one original and four

duplicate copies of &davits and certificationpages are now required.

4. Second Requests Procedures (Effective April 5,2000): Four new

procedures and initiatives adopted to improve the handling of second request

investigations issued by the Commission.

Prior to issuance, all second requests will be reviewed by the senior

management st& of the Bureau of Competition

Within five business days following the issuance of a second request the

Bureau of competition and the parties in the proposed transaction will

conference to discuss the competitive issues raised in the proposed

acquisition

The Bureau of Competition st& will respond to party requests for

modifications of the second requests within five business days

The parties will have recourse to the Commission's general Counsel for

resolution of second request modification issues not resolved after

discussionwith staff

5. Hart-Scoff-RodinoReform (Effective February 1,2001): Significant

changes in the filing requirements of the Hart-Scott-Rodino Antitrust

Improvements Act of 1976.

The size of transaction threshold increases fiom $15 million to over $50

million. The 15 percent size of transaction threshold is eliminated.

Transactions valued at more than $200 million will be reportable without

regard to "size of person". The current size of person test will continue to

be in place for transactions valued at $200 million or less.

All dollar thresholds will be adjusted each fucal year, beginning with

fiscal year 2005, to reflect changes in the gross national product during the

previous year.

A tiered fee structure replaces the standard $45,000 filing fee for all

reportable transactions. Companies will now pay $45,000 for transactions

valued at less than $100 million, $125,000 for transactions valued at $100

million to less than $500 million, and $280,000 for transactions valued at

$500 million or more.

The length of the waiting period that follows substantial compliance with

a second request for additional information will become 30 days for most

transactions (instead of 20 days under the current law).

Whenever the end of any waiting period falls on a Saturday, Sunday or

legal holiday, the official end of the waiting period will end on the next

regular business day.

Other

Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements A d of

1976 (March 25, 1997): Eighteenth Annual Report (Fiscal Year 1995).

2. Premerger Notifcation Annual Report io Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of

1976 (August 25, 1997). Nineteenth Annual Report (Fiscal Year 1996)

Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of

1976 (May 29, 1998): Twentieth Annual Report (Fiscal Year 1997).

4. Premergm Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of

1976 (March 1999): Twenty-f~stAnnual Report (Fiscal Year 1998).

5 . 1999 Premerger Notifcation Source Book (April 1999): A

compilation of the Hart-Scott-Rodino Rules and Regulations; Federal Register

Publications; Form Filing laformation; Formal Interpretations; Press Releases;

Speeches; Annual Report and the 1997 Horizontal Merger Guidelines. The 1999

Source Book replaces the 1990 version. Available from the U.S. Government

Printing Office (stock number 01 8-000-00361-9).

6. Premerger Notification Annual Report to Congress Pursuant to

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of

1976 (August 18,2000): Twenty-second Annual Report Ojiscal Year 1999).

Non-Merger Enforcement

HORIZONTAL ENFORCEMENT

Commission Opinions//lnitialDecisions

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 ftw prices for

language interpreters. The order, among other things, would bar AIIC from

creating and distributing fee schedules for interpretation, translation or other

language services performed in the United States.

2. Summit Technology and PTSX (February 7,2001): On June 4, 1999 an

administrative law judge dismissed charges against VISX, a key developer of laser

eye surgery equipment and technology, known as photorefractive keratectomy

(PRK). According to the 1998 administrative complaint., VISX and Summit

Technology, the only two firms legally able to market equipment for PRK, placed

their competing patents in a patent pool and shared the proceeds each and every

time a Summit or VISX laser was used. The administrative law judge also

dismissed charges that VISX acquired a key patent by inequitable conduct and

fraud on the U.S. Patent and Trademark Office, ruhng that complaint counsel

failed to present evidence that an act of fraud was committed since information

was not wilkliy withheld from the patent office. A h a 1 order settled the price

fming allegations in the 1998 complaint. On February 7, 2001, the Commission

dismissed its complaint after the U.S. patent and Trademark Office issued a

Reexamination Certificate of U.S. Patent No. 5,108,388.

Court Decisions

California DentaIAssociation (September 5,2000): The Court of

Appeals for the Nmth Circuit by a vote of 3-0 issued an opinion that the

Commission failed to prove that the association of dentist in California engaged in

anticompetitive advertising restrictions under the rule-of-reason analysis. The

court vacated and remanded the complaint with instructions that the Commission

dismiss the 1993 administrative complaint against the association.

Authorizations to Seek PreliminaryPermanent Injunctions

None

Consent Orders

1. * Abbott Laboratories and Geneva Pharmaceuticals, Inc (Final Orders

May 22,2000): Abbott and Geneva Pharmaceuticals settled charges that the

two f m entered into an illegal agreement to stop the marketing and development

of a competing generic drug. According to the complaint, Abbott, manufacturer

of Hytrin - the brand name for terazosin HCL, a prescription drug used to treat

hypertension and benign prostatic hyperplasia, entered into an agreement with

Geneva Pharmaceuticals whereby Abbott would pay Geneva millions of dollars

not to market a generic version of Hytrin. The orders barr Abbott and Geneva,

among other things, from entering into agreements in which a generic company

agrees with a manufacturer of a branded drug to delay or stop the production of a

competing drug. This provision remains in effect for a period of ten years.

2. *Alaska Healthcare Network (Proposed Consent Agreement Accepted

for public Comment September 6,2000): An association of 86 physicians

practicing in the Fairbanks, Alaska area agreed to settle charges that the Alaskan

Healthcare Network illegally formulated a fee schedule based on its members'

current prices for use in negotiations with third-party payers in an effort to obtain

higher prices for medical services.

* Asociacion de Farmacias Region de Arecibo (Final Order March 2,

1999): A pharmacy association in northern Puerto Riw and Ricardo Aivarez

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.

* Bertlesmann Music Group, Znc. (Final Order September 6,2000):

Five distributors of recorded music illegally required retailers to advertise

compact discs at or above the minimum advertised price (MAP) set by the

distribution company in exchange for substantial advertising payments for various

types of media including television, radio, newspaper and signs and banners

withim the retailers own stores. According to the complaint, large music retailers

would lose millions of dollars if they refused to follow the MAP policies. As a

result of this policy the retail prices of CD's increased. Beginning in 1997,

distributors increased the wholesale prices for CD's, and those wholesale prices

have continued to rise each year since. Bertlesmann and four other f m ,

UniversalMusic and Video Distribution Corporation and UMG Recordings, Inc.,

Time-Warner Inc., EMIMusic Distribution, and Sony Music Entertainment

represent approximately 85 percent of all CD's purchased iri the United States.

5. * Capitol Records, Znc dba "EM1Music Distribution" (Final Order

September 6, 2000). Five distributors of recorded music illegally required

retailers to advertise compact discs at or above the minimum advertised price

(MAP) set by the distribution company in exchange for substantial advertising

payments for various types of media including television, radio, newspaper and

signs and banners within the retailers own stores. According to the complaint,

large music retailers would lose millions of dollars if they refused to follow the

MAP policies. As a result of this policy the retail prices of CD's increased.

Beginniig in 1997, distributors increased the wholesale prices for CD's, and those

wholesale prices have continued to rise each year since. EMI Music Distribution,

and four other f m , Bertlesmann UniversalMusic and Video Distribution

Corporation and W G Recordings, Inc., Time-Warner Inc., and Sony Music

Entertainment represent approximately 85 percent of all CD's purchased in the

United States.

6. * Checkpoint Systems, Znc (Final Consent Order April 6, 1998):

Checkpoint Systems, h c . and Sensormatic EIectronics Corporation, the two

largest

- marketers of electronic article surveillance svstems used in retail stores to

prevent shoplifting, agreed to null+ 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 fum from

entering into any agreement that restricts truthful, non-deceptive advertising,

comparative advertising or promotional and sales activities.

7. * Chrysler Dealers (Final Order October 22, 1998 - Fair Allocation

System): An association of 25 automobile dealerships settled 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 t a k i g 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.

8. * Colegio de Cirujanos Dentistas de Puerto Rico (Final order June 12,

2000): The dental association with a membership of more than 1800 dentists

practicing in Puerto Rico agreed not to encourage its members to enter into

agreements that set or fixed the fees charged or terms and conditions under which

dentists would deal with health insurance plans or other payers in an attempt to

obtain higher reimbursement rates for dental services.

9. * College of Physicians and 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 Rico's government-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 hture and in

addition, the proposed order wili require the college to pay $300,000 to the

catastrophic hnd administered by the Puerto Rico Department of Health.

10. * Columbia River Pilots (Final Order March 1, 1999): A consent order

prohibits iicensed marine pilots in the State of Oregon from imposing

unreasonable noncompete agreements, allocating customers and engaging in

exclusive deaiig contracts for the provision of piloting services on the Columbia

River.

11. * 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 rehsed 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

rehsing to deal with any third party payer to obtain higher reimbursement rates

for dental services.

Detroit Automobile Dealers Association (Final Order June 3, 1997):

12.

Consent order settles charges against the eleven remaining dealerships in this

litigated 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.

13. * 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 fnms. Under t e r n of

the consent order, Octel must modlfy the agreement with Ethyl to remove price

and volume restrictions and both fums are prohibited from disclosing to one

another the prices that they charge their customers.

14. * Fastline Publication, Znc. (Final Consent Order July 28, 1998):

Fastlime 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.

15. * FMC Corporation andAsahi Chemical Industry Co. Ltd

(Proposed Consent Agreement Accepted for Public Comment December 21,

2000): Aproposed consent agreement will settle charges that FMC and Asahi

Chemical Industry Co. Ltd. of Japan entered into a conspiracy to divide the world

market for microcrystallime cellulose (MCC), a b i d e r used in making

pharmaceutical tablets, into two territories. According to the complaint, FMC

allegedly agreed not to sell the pharmaceutical to customers in Japan or East Asia

without Asahi Chemical's consent, while Asahi Chemical agreed not to sell the

pharmaceutical to customers in North America or Europe without the consent of

FMC. The fmal order would prohibit such behavior in the future and restrict

FMC from acting as the U.S. distributor for any competing manufacturer of

microcrystallime cellulose (including Asahi Chemical) for 10 years, and for five

years FMC would be prohibited from distributing in the United States any other

product manufactured by Asahi Chemical.

16.

* Geneva Pharmaceuticals (Final Order May 22,2000): Refer to

discussion under Abbott Laboratories.

17. * Institutional Pharmacy Network (Final Order August 11, 1998): A

fmal 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 Southwesf Louisiana, Znc. (Final Order August

3 1, 1998) A group of physicians in the area of Lake Charles, Louisiana settled

charges that they illegally conspired to fm 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.

19.

Mesa County Physicians ZPA (Final Order May 4, 1999): A Colorado

physicians' organization settled charges issued in an administrative complaint

alleging that the Mesa County P A 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.

* Michael T. Berkley, D.C. and Mark A. Cassellius, D.C. (Fiaal

Order April 11, 2000): A fmal order settled charges that Drs. Michael T. Berkley

and Mark A. Cassellius conspired to fvc prices for chiropractic services and to

boycott the Gundersen Lutheran Health Plan in an attempt to obtain higher

reimbursement for chiropractic services in the La Crosse, Wisconsin area.

21.

* 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 furing the

fees charged for physician services.

22. * Nine West Group Inc. (Final Order April 11, 2000): Nine West Group

Inc. settled charges that it entered into agreements with retailers and coerced other

retailers into fming the retail prices for their shoes and restricted periods when

retailers could promote sales at reduced prices. The order prohibits Nine West

from fming the price at which dealers may advertise, promote or sell any product.

Nine West is one of the country's largest suppliers of women's shoes.

23. * North Lake Tahoe Medical Group, Inc. (Final Order July 21, 1999):

Physicians practicing in the North and South Lake Tahoe areas settled charges that

they conspired to fm the prices and terms for professional services. The proposed

consent agreement would prohibit the IPA from engaging in collective

negotiations to fuc prices, refusing to deal with thud party payers and from

coercing payers into accepting P A fee schedules and minimum reimbursement

rates.

24. * Sensormatic Electronics Corporation (Final Consent Order April 6,

1998): Refer to the discussion under Checkpoint Systems, Inc., number 2 above.

25. * Sony Music Entertainment (Final Order September 6,2000): Five

distributors of recorded music illegally required retailers to advertise compact

discs at or above the minimum advertised price (MAP) set by the distribution

company in exchange for substantial advertising payments for various types of

media including television, radio, newspaper and signs and banners within the

retailers own stores. According to the complaint, large music retailers would lose

millions of dollars if they refused to follow the MAP policies. As a result of this

policy the retail prices of CD's increased Beginning in 1997, distributors

increased the wholesale prices for CD's, and those wholesale prices have

continued to rise each year since. Sony Music Entertainment and four other firms,

Bertlesmann, Universal Music and Video Distribution Corporation and W G

Recordings, Inc., Time-Warner Inc., EWMusic Distribution, and represent

approximately 85 percent of all CD's purchased in the United States.

26. * 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.

27. * Southern Valley Pool Association (Final Order November 1, 1999):

A consent order prohibits fourteen Bakersfield, California pool construction

contractors from entering into any agreement or conspiracy to substantially raise

and set swimming pool construction prices. The order also prohibits the

contractors from refusing to deal with owner-builders or home construction

contractors or developers.

28. * Stone Container Corporalion (Final Consent Order May 18, 1998):

Consent order prohibits Stone Container from manipulating the market for

linerhoard, 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 thud-party sales

in the market.

Summit Technology, Inc (Final Order February 23, 1999): Summit

29.

Technology and VISX, Inc., two ophthalmic laser manufacturers, settled charges

that they fvred prices by establishiiog a patent pool to share their proceeds. The

consent order prohibits each firm from engaging in any price fvting practices and

from restricting each other's sales or licensing of their photorekactive kertectomy,

eye surgery that uses lasers to correct vision.

30. * T a m Surgeons, P.A. (Fiinal Order May 18,2000): General surgeons

and six competing general surgery practice groups in the Austin, Texas area

settled charges that they collectively rehsed to deal with two health plans, forcing

the plans to accept the surgeons' demands to raise surgical rates.

3 1.

* Time Warner, Inc (Final Order September 6, 2000): Five distributors

of recorded music illegally required retailers to advertise compact discs at or

above the minimum advertised price (MAF') set by the distribution company in

exchange for substantial advertising payments for various types of media

including television, radio, newspaper and signs and banners within the retailers

own stores. According to the complaint, large music retailers would lose millions

of dollars if they refksed to follow the MAP policies. As a result of this policy the

retail prices of CD's increased. Beginning in 1997, distributors increased the

wholesaleprices for CD's, and those wholesale prices have continued to rise each

year since. Time-Warner Inc. and four other fums, Bertlesmann, UniversaIMusic

and VideoDistribution Corporation and UMG Recordings, Inc., Eh47 Music

Distribution, and Sony Music Entertainment represent approximately 85 percent

of all CD's purchased in the United States.

32.

* Universal Music and Video Distribution Corporation and UMG

Recordings, Inc (Final Order September 6, 2000): Five distributors of

recorded music illegally required retailers to advertise compact discs at or above

the minimum advertised price (MAP) set by the distribution company in exchange

for substantial advertising payments for various types of media including

television, radio, newspaper and signs and banners withii the retailers own stores

According to the complaint, large music retailers would lose millions of dollars if

they rehsed to follow the MAP policies. As a result of this policy the retail prices

of CD's increased. Beginning in 1997, distributors increased the wholesale prices

for CD's, and those wholesale prices have continued to rise each year since.

Universal Music and Video Distribution and four other f m s , Bertlesmann,,

Time-Warner Inc., music Distribution, and Sony Music Entertainment

represent approximately 85 percent of all CD's purchased in the United States.

33. * Urological Stone Surgeons, Inc. 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-furing 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 hture and requires the patties to notlfy the Commission at

least 45 days before forming or participating in an integrated joint venture to

provide lithotripsy professional services.

34. * Wisconsin Chiropractic Association (Final Order May 18,2000):

The Wisconsin Chiropractic Association and its executive director, Russell A.

Leonard, settled charges that they conspired to fur the prices for chiropractic

goods and services and to boycott thud party payers in an attempt to obtain higher

reimbursement rates for services and contracts in the La Crosse, Wisconsin area.

Complaints

1. * Hoechst Marion Roussel (March 16,2000): An adminiitrative

complaint charged that Hoechst Marion Roussel (recently renamed Aventis as a

result of the merger between Hoechst AG and Rhone-Poulenc S.A.), the

manufacturer of Cardizem CD, a once-a-day diltiazem drug product used in the

treatment of hypertension and angina, agreed to pay Andrx Corporation millions

of dollars not to market and distribute a generic version of Cardizem CD.

According to the complaint, Hoechst and Andrx conspired to create a monopoly

in the market for diltiazem.

2. * Mesa County Physicians Independent Practice Association (May

12, 1997): An administrative complaint alleged that the Mesa County Physicians

IPA conspired to f~ the prices for physician services and encouraged its member

physicians not to deal with certain health insurance companies or other thud party

payers. A 1999 consent order settled all charges in the administrative complaint

* Summit Technology, Inc. and VISX, Inc (March 24, 1998): An

administrative complaint alleged that Summit and VISX, the only two fums that

market laser equipment for vision correcting eye surgery, engaged in a price furing

conspiracy that eliminated price competition and product expansion through the

establishment of a patent pool, to which each fum 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 111.

Other

Policy Statements

1. Midwest Gas Price Investigation (Interim report t~ Congress announced

July 28, 2000): Report discusses factors that may have led to the proce spikes of

reformulated gasoline in the Midwest region of the United States. The

Commission investigation is being coordinated with Attorneys General in

Wisconsin, Illinois, Michigan, Ohio, Indiana, Missouri, Iowa, Minnesota,

Kentucky, South Dakota, and West Virginia

Commission Studies

1. Generic Drugs (Announced October 11,2000): Commission proposes to

conduct a study of generic drug competition to study the business relationships

between brand-name and generic drug manufacturers to ensure that agreements

between the two do not delay competition from generic versions of patentprotected drugs.

Advisory Opinions

1. Northeast Pharmacy Service Corporation (July 27,2000): Network of

independent pharmacies in Massachusetts and Connecticut offering a package of

medication-related patient care service.

2. BJC Health System (November 9, 1999): Sale of pharmaceutical by nonprofit hospital system to the system's employees, &liated managed care program

enrollees, home care subsidiary

3. Orange Pharmacy Equitable Network (May 19, 1999): Network of

retail pharmacies and pharmacists offering drug product distribution and disease

management services.

Wesley Health Care Center, Inc (April 29, 1999): Sale of

pharmaceutical by non-profit skilled nursing facility to volunteers working at the

facility.

5. 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.

6 . Phoenix Medical Network, Znc. (May 20, 1998): Network of physicians

in Erie, Pennsylvania to provide medical services for a percentage of the insurance

premiums collected by the payers.

7. Alliance oflndependent Medical Services, LLC (December 22, 1997):

Network of ambulance and ambuiette services providers formed to contract for

transportation services with third party payers.

8. Direct Marketing Association (October 14, 1997). Staffadvised that the

association could require its members to ( I ) 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.

9. New Jersey Pharmacists Association (August 12, 1997): Pharmacist

network offering health education and monitoring services to diabetes and asthma

patients.

10. First Look, LL C. (June 19, 1997): Network of optical firms organized

to respond to requests for proposals for employer contracts for optical and vision

services.

11. YellowstonePhysicians, LLC (May 17, 1997): Multispecialty physician

network joint venture fonhed to contract with third pary payers.

12. 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.

13. Henry County Memorial Hospital (April 10, 1997): Sales of

pharmaceuticals by non-profit hospital to patients of the hospital's PHO

14. Ohio Ambulance Network (January 23, 1997): Network of ambulance

and ambulate services providers formed to contract for transportation services

with third party payers.

15. Mobile Health Resources (January 23, 1997): Network of ambulance

companies formed to contract for transportation services with third party payers.

16. Southwest Florida Oral Surgery Associates (December 2, 1996):

Cooperative of oral and maxillofacial surgery practices formed to jointly market

services to third party payers.

17. North Ottawa Community Hospital (October 22, 1996): Sales of

pharmaceuticals by non-profit hospital to ~ n ~ l i a t enon-profit

hospice.

18. Business Health Conzpanies, Znc (October 18, 1996): Survey of

hospital prices by third party consultant.

19. North Mississippi Health Services (October 3 , 1996): Sales of

pharmaceuticals by non-profit medical center to retired employees.

Workshops

1. Slotting Allowances (May 3 1; and June 1,2000): Commission held two

public workshops on "Slotting Allowances" - lump sum, up-front payments that

food manufacturers pay to get new products placed on supermarket shelves. The

workshop provides manufacturers, retailers and other interested persons who have

had actual-hands on experience with grocery marketing practices witb a forum to

discuss the nature of slotting allowances to assess whether they raise competitive

concerns.

WRTICAL ENFORCEMENT

Commission Opinions/llnitialDecisions

Toys "R" Us (Commission Decision November I 1,2000 - Final Order.

October 14, 1998; Initial Decision September 30, 1997): An Administrative Law

Judge issued an initial decision that, if made fml, 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 KJ 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 S i t

sales to any retailer; and for five years, from refising 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 warebouse clubs. On

December 7, 1998, Toys R Us filed a notice of appeal in the U.S. District Court

for the Seventh Circuit. Complaint upheld by Seventh Circuit Court of Appeals.

Court Decisions

1. Toys R Us (August 1,2000): The United States Court of Appeals for the

Seventh Circuit unanimously &med the 1998 Commission decision. The Court

found that the nation's largest toy retailer engaged in horizontal and vertical

agreements with and among toy manufacturers to restrict the availability of

popular toys to warehouse clubs.

Authorization to Seek Preliminary/Permanent Injunctions

Mylan Laboratories, Znc. (December 22, 1998): Complaint filed in the

U.S. District Court for the District ofColumbia charged Mylan with restraint of

trade, monopolization and conspiracy to monopolie the market for two generic

d ~ g used

s to treat anxiety, lorazepam and clorazepate, through exclusive dealiig

arrangements. The complaint seeks consumer redress of at least $120 million and

to enjoin the alleged illegal exclusive licensing agreements. Federal District

Court Judge Hogan released a 46 page decision upholding the Commission's

authority to seek restitution in antitrust injunction actions under Section 13(b) of

the Federal Trade Commission Act. November 29,2000: Commission approved a

$100 million settlement-the largest monetary settlement in Commission history.

The settlement would settle Commission concerns that Mylan, Gyma laboratories

of America, Inc., Cambrex Corporation and Profarmaco S.R.L. conspired to deny

Mylan's competitors ingredients necessary to manufacture lorazepam and

clorazepate. Upon approval of the proposed settlement by the federal district

court, Mylan will pay the money into a f h d for distribution to injured consumers

who paid the increased prices and state agencies, including Medicaid programs,

that purchased the drugs while the illegal agreements were in effect.

Consent Orders

1. * 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 fue truck manufacturers in an attempt to

allocate the customers each would serve, thereby makmg it more dficult for

other pump makers to enter the market The two consent orders prohibit each

company from enforcing any requirement that f ~ truck

e manufacturers refrain

from purchasing mid-ship mounted fue pumps from any other company, or that

they purchase or sell only the relevant Hale or Waterous pumps

* McCormick & Company (Final Order April 27,2000): McCormick &

Company agreed to settle charges that it violated the Robinson-Patman Act when

the firm charged some retailers higher net prices for its spice and seasoning

products than it charged other retailers. According to the complaint, McCormick,

the world's largest spice company, offered its products to some retailers at

substantial discounts using a variety of different discounting schemes, such as

slotting allowances, free goods, off-invoice discounts and cash rebates. The order

prohibits McCormick from engaging in price discrimmation and from selling its

products to any purchaser at a net price higher than McCormick charged the

purchaser's competitor.

Whterous Company, Inc. (Fmal Order November 22, 1997): Waterous and

Hale Products, Inc agreed to settle charges that for more than 50 years they sold fue

pumps on an exclusive basis to fue 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 fue truck manufacturers refrain from purchasing mid-ship mounted fue

pumps from any other company, or that they purchase or sell only the relevant Waterous

or Hale pumps.

Complaints

1. * Intel Corporation (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 consent order (August 3, 1999) prohibits Intel,

among other things, from withholding certain advance technical information from

a customer as a means of intellectual property licenses. The order protects Intel's

rights to withhold its information or microprocessors for legitimate business

reasons.

Other

None

SIhGLE FIRM ENFORCEMENT

Commission OpinionstInitial Decisions

None

Courl Decisions

None

Consent Orders

None

Complaints

None

Other

None

International Activities

As economies across the globe continue to become increasingly interconnected, our antitrust

policies have evolved to meet the challenge of globalization. This has developed through

bilateral cooperation, both through intergovernmental agreements and on individual cases,

participation in multilateral, and the provision of technical assistance.

1. Bilateral Cooperation. The FTC cooperates routinely with many foreign

antitrust agencies to enforce the antitrust laws in cases in which the parties and the

effects of their conduct may be subject to scrutiny in foreign countries as well as

well as in the United States. For example, in major transnational mergers such as

AOL/Tie-Warner, Time-Warner/EMI, BoeingMughes, Exxon/Mobil, and

AstraZeneca/Novartis, as well as in non-merger matters such as Covisint, our staff

has worked closely with that of the European Commission and other foreign

antitrust authorities to coordinate our analyses and remedies. We believe this has

produced substantial benefits, both in particular cases and in fostering substantive

and procedural convergence, for the agencies and the parties.

Along with the Department of Justice, the Commission has formalized our

cooperative relationships by entering into inter-governmental agreements,

including, most recently, a cooperation agreement

with Mexico in July 2000. We

hope to enter into an enhancedagreement on positive comity with Canada, along

the lines of our 1998 agreement with the European Community, in the near fiiture.

FTC, DOJ, and the European Commission staff also participate in a Mergers

Working Group to pursue W e r convergence - the Working Group has already

mad progress in the area of remedies, and will be exploring other subjects in the

coming year

2. International Fora. The Commission participates in international

organizations, such as the Organization for Economic Cooperation and

Development (OECD), the World Trade Organization (WTO), NAFTA, and the

Asia Pacific Economic Cooperation (APEC), to promote competition policies and

enforcement practices that can benefit all member countries and are consistent

with the goals of maintaining competition and open markets and enhancing

consumer welfare. We are also exploring ways in which the proposed Global

Competition Initiative ("GCI") can deal with the challenges that continuing

globalization poses for competition policy. We participate in the Negotiating

Group on competition Policy in the Free Trade Area of the Americas negotiation

which is considering the role of competition policy in a hemispheric free trade

agreement, and are involved in negotiating possible competition provisions in new

Free Trade Agreements with Singapore and Chile.

OECD. We are active participants in the OECD's efforts to promote sound

competition policy, including in dealmg with the issues posed to enforcers and

parties involved in multi-jurisdictional mergers. We are also participating in the

OECD's in-depth review of members' experiences with regulatory reform

process, and look forward to the upcoming OECD Global Forum which will

include significant participation by non-members including developing countries.

WTO. In 1996, the WTO established a working group to study the interaction

between trade and competition policies. This has been a valuable educative

process, especially given the broad and diverse membership of the WTO. We

look forward to continuing to contribute to the work of this group in building a

worldwide culture of competition, while resisting what we believe are premature

and ill-advised initiatives to enact multilateral competition rules in the WTO

GCI. Initially recommended by ICPAC, the proposed GCI has generated interest

on the part of governments, bar groups, and international organizations. The FTC

is participating in the ongoing dialogue to explore the organization and role of a

GCI in dealing with the international antitrust agenda.

3. Technical Assistance. The increasing acceptance of the benefits of open

markets has been accompanied by a proliferation of new competition laws. With

the help of fimding from the United States Agency for International Development

and international organizations, the FTC along with the Department of Justice

continues to undertake short and long-term projects to assist nascent antitrust

enforcement agencies in Central and Eastern Europe, the former Soviet Union,

Latin America, Asia, and Africa in designing and implementing sound antitrust

policies.

Competition Speeches

1. "The Evolving Approach to Merger Remedies" (May 2000) Richard

G. Parker, Bureau Director and David a. Balto, Assistant Director, article

published in Antitrust Report.

"Report from the Bureau of Competition" (April 7,2000) American

Bar association sprimg Meeting 2000.

"Emerging Antitrust Issues in Electronic Commerce" (November

12, 1999): David A. Balto, Assistant Director, Antitrust Institute, Distribution

Practices: Antitrust Counseling in the New Millennium, Columbus, Ohio.

"Global Merger Enforcement" (September 28, 1999): Richard G

Parker, Bureau Director, International Bar Association, Barcelona, Spain.

'LEnforcement Cooperation Among Antitrust Authorities" (May

19, 1999): John J. Parisi, IBC UK Conferences Sixth Annual London Conference

on BC Competition Law.

6. "Report from the Bureau of Competition" (April 15, 1999): William

Baer,

Bureau Director, ABA Spring Meeting, Washington, DC.

7. "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.

8. "Report from the Bureau of Competition" (April 2, 1998): William J.

Baer, Bureau Director, American Bar Association, Antitrust Section Spring

Meeting 1998, Federal Trade Commission, Washington, DC.

9. "FTC Perspectives on Competition Policy and Enforcement Initiatives in

Electric Power7' (December 4, 1997): William J. Baer, Bureau Director,

Conference on The New Rules of the Game for Electric Power: Antitrust &

Anticompetitive Behavior, Washington, DC.

10. "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.

11. "Government Enforcement and Guidance in Health Care Antitrust:

Maintaining the Balance" (August 5, 1997): Robert Leibenlufi, Assistant

Director, American Bar Association 1997 Annual Meeting.

12. "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, W a s h i o n , DC.

13. "Merger Remedies" (April 10, 1997): George S. Cary, Senior Deputy

Director, American Bar Association, Antitrust Section, Spring Meeting 1997,

Washington, D.C.

14. "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.

15. "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.

16. "Distribution & Marketing - Federal Enforcement: Federal Trade

Commission" (February 7, 1997): William J. Baer, Bureau Director, PLI's 37th

Annual Advanced Antitrust Workshop, Beverly Hills, CA.

17. "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

18. "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.

19. "The Changing Nature of Competition: An Antitrust Policy Institute 'Competition and Efliciencies"' (November 7, 1996): William J. Baer, Bureau

Director, The Section of Antitrust Law of the American Bar Association,

Washington, DC.

20. "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 35tb Annual

Corporate Counsel Institute, Northwestern University School of Law, Corporate

Law Center, San Francisco, CA

21. "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.

22. "Antitrust 1997: A Briefing for Corporate Counsel" (October 21, 1996):

William J. Baer, Bureau Director, Business Development Associates/Federal Bar

Association Program, Washiion, DC.

VI.

Statistics

Enforcement StatisticsZ

Federal Trade Commission

Bureau of Competition

Fiscal Year 1997 - March 15,2001

Merger Enforcement

Preliminary Injunctions Authorized

Part 111Administrative Complaints

Part I1 Consents

Civil Penalty Actions

(g)(l) Actions

Other

Transactions Abandoned after

Second Request Issued

Total Merger Actions

159

Non-merger Enforcement

Part I11 Administrative Complaints

Part 11 Consents

Civil Penalty Actions

Prelin~imary/PemanentInjunctions

Total Non-Merger Actions

To avoid double counting.

-, this chart includes onlv those enforcement actions

(preliminary injunctions, Part I1 consents placed on the public record for comment, Part ID

administrative complaints, and civil penalty actions) in which the Commission took its first

public action during the period.

Merger Cases

Fiscal Year 1997

- March 15,2001

Proposed Consent Agreements Accepted for Co~nment

ABB

Agrium, Inc.

Albertson 's Inc. (American Stores)

Albertson 'sInc. puttrey)

American Home Products

AmericanOnline, Inc.

Associated Octel Company Limited

Autodesk, Inc.

Eater International Inc.

Boeing Company, 7he (Hughes Space and Communications)

Boeing Company, 7he (Rockwell International Corporation)

British Petroleum Companyp.1.c. (Amoco)

Cablevision Systems Corp.

Cadence Design Sysiems, Inc.

Ceridian Corporation

Ciba-Geigy Limited

CUS Energy Corp.

CommonwealthLand Title Insurance Company

Compufer Sciences Corporation

Cooperative Computing, Inc.

CUC International, Inc.

CVS Corporation

Degussa Corporation

Delhaize Freres el cie "LeLion" S.A.

Dominion Resources, Inc.

Dow Chemical Company (Union Carbide Corporation)

Dow Chemical Company (Sentrachem Limited)

Duke Energy Corporation

Dwight's Energyahta, Inc.

El Paro Energy Corporation (PG&E)

El Paso Energy Corporation (Coastal Corporation)

El Paso Energy Corporation (Sonai Inc.)

&on Corporation (Mobil)

&on Corporation (Royal Dutch Shell)

Federal-Mogul Corporation

Fideliry Nafional Financial

Merger Cases

Fiscal Year 1997 - March 15,2001

FUC Corporation

General Mills, Inc.

Global Industrial Technologies, Inc.

Guinness PLC

Hoechst AG

Insilco Corporation

Intel Corporation (Digital Equipmend

J.C. Penney Company (Eckerd Corporation)

J.C. Penney Company (Rite Aid Corporation)

Jitney-Jungle Stores of America, Inc.

Koch Industries, Inc.

Koninklijke Ahold NV (Giant Food)

Kroger Company (Fred Meyer Sfores, Inc.)

Kroger Company (John C. Groub Company)

LaFarge Corporafion

Landamerica Financial Group, Inc.

MacDermid, Inc.

Mahle GmbH

Manheim Auctions, Inc.

Medfronic, Inc. (Avecor)

Medfronic, Inc. (Physio-Controls)

Merck and Co., Inc.

Nortek, Inc.

NovarfisAG

Pac13Corp

P$zer Inc.

Philip Morris Companies (NabiscoHoldings)

Phillips Petroleum Company (XiR Pipeline)

Precision Castparts Corporation

Providenf Companies, Inc.

Quexco Inc.

Reckitt & Colman

RHI AG

Rhodia, Donau Chemie

Roche Holdings Lid

Rohm & Haas Company

S.C. Johnson & Son, Inc.

Service Corporation international (Equiryl

Service Corporation International (La Grone)

Shaw 's Supermarkets, Inc.

Merger Cases

Fiscal Year 1997

Shell Oil Company (Coastal)

Shell Oil Company (Texaco)

Sky Chef, Inc.

SmithKline Beecham plc

SNA S.p.A.

Tenet Healthcare Corporation

TRW Inc.

Tyco International, ltd

Valspar Corporation

?'NUN. ?l

Williams Companies

Winn-Dixie Stores, Inc.

Zeneca Group PLC

Preliminary Injunctions Authorized

BP Amoco p. I. c.

Cardinal Health Inc.

Conso International Corporation

H.J; Heinz Company

Doger Company (Winn-Dixie)

McKesson Corporation

Mediq Inc.

Staples Inc.

Swedish Match AB

Tenet Healthcare Corporation

Part ZZZAdministrative Complaints

Automatic Data Processing, Inc.

Monier Lifetile

- March 15,2001

Merger Cases

Fiscal Year 1997

- March 15,2001

Civil Penalw Actions

Section 7A (g)(l)

Blackstone Capital Partners I1 Merchant Banking Fund L.P. and Howard A. Lipson

Hany E. Figgie, Jr.

Laitram Corporation

Loewen Group Inc. and Loewn Group International

Mahle GmbH

Section 7A (g)(Z)

none

Order Vlolations

Boston Scienfific Corporation

Columbia/HCAHealthcare Corporation

CVS Corporation

Red Apple Companies, Inc.

Rite Aid Corporation

Schmck Markets, Inc.

Non-Merger Cases

Fiscal Year 1997- March 15,2001

Proposed Consent Agreements Accepted for Comment

Abbott Laboratories

Alaska Healthcare Network

American Cyanamid

Asociacion de Farmacias Region de Arecibo

Bertlesmann Music Group, Inc.

Capitol Recorh, Inc. (EMIMusic Distribution)

Checkpoint Systems, Inc.

Chrysler Dealers

Colegio de Cimjanos Dentistas de PR

College of Physicians and Surgeons in PuerfoRICO

ColumbiaRiver Pilots Association

Dentists ofJuana Diaz, Coamo

Ethyl Corporation

Fasfline Publications

FMC Corporation

Geneva Pharmaceuticals

Institutional Pharmacy Network

Mark A. Cassellius, D.C. andMichael T.Berkley, D.C.

McCormick & Company

MD. Physician of Southeast Louisiana, Inc.

MT Associated Physicians, Inc.

Nine West Group Inc.

North Lake Tahoe Medical Group, Inc.

SensormaficElectronics Corporation

Sony Music Entertainment

South Lake Tahoe Lodging Association

Southern Valley Pool Association

Stone Container Corporation

Texas Surgeons

Time Warner

UniversalMusic

UrologicalStone Surgeons, Inc.

Wisconsin Chiropractic Association

Non-Merger Cases

Fiscal Year 1997 - March 15,2001

Part IIIAdministrative Complaints

Hoechst Marion Roussel

Intel Corporation

Mesa Couniy Physicians IPA

Summit Technologv, Inc. and VISX, Inc.

Civil Penalty Actions

None

Preliminary/Permanent Injunctions

Mylan Laboratories, Inc.

INDEX of CASES and SUBJECTS

Pwcal Year 1997 through March 15,2001)

ABB 1

Abbott Laboratories 32

Advisory Opinions 40

Agnum, Inc.

Alaska Healthcare Network 32

Albertson's, Inc. 1 2

Alliance of Independent Medical Services 41

American Cyanamid 44

American Home Products Corporation 2

AmericaOnline, Inc. 2

Asociacion deFarmacias Region de Arecibo 32

Associated Octel Company 2

Associates in Neurology 41

Autodesk, Inc. 2

Automatic Data Processing 24

Baxter International Inc. 3

Bertlesmann Music Group 32

BJC Health System 40

Blackstone Capital Partners LI Merchant Bankiig Fund L.P.

Blodgett Memorial Medical 21 24

Boeing Company, The 3

Boston Scientific Corporation 22

BP Amoco p.1.c. 3 19

British Petroleum Company p.1.c. 4

Business Health Companies, Inc. 42

Business-to-Business 25

Cablevision Systems Corp. 4

Cadence Design Systems, Inc. 4

California Dental Association 33

Capitol Records, Inc. 33

Cardinal Health Inc.

Castle Harlan Partners, I1 L.P. 4

Ceridian Corporation 4

Checkpoint Systems, Inc. 33

Cbrysler Dealers 33

Ciba-Geigy Limited 5

Clayton Act -- Section 8 25

CMS Energy Corporation 5

Colegio de Cirujanos Dentistas de PR 33

INDEX of CASES and SUBJECTS

(Fiscal Pear 1997 through March IS, 2001)

College of Physicians and Surgeons in Puerto Rico 34

Columbia/HCA Healthcare Corporation 22

Columbia River Pilots 34

Columbine Family Health Center 42

Commonwealth Land Title Insurance Company 5

Computer Sciences Corp. 5

Conso International Corn.

Cooperative Computing, Inc. 5

Council of Fashion Designers

of America 3 5

CUC International, Inc. 6

CVS Corporation 6 22

Degussa Corporation 6

Delhaize Freres et cie :Le Lion" S.A. 6

Dentists of Juana Diaz, Cuamo 34

Detroit Automobile Dealers Association 34

Direct Marketing Association 41

Divestiture Study 26

Dominion Resources, Inc. 6

Dow Chemical Company 7

Duke Energy Corp. 7

Dwight's Energydata, Inc. 7

El Paso Energy Corporation 6 7

EM1 Music Distribution 33

Ethyl Corporation 35

Exxon corporation 7

Fastiine Publications 35

Federal-Mogul Corporation 7

Fidelity National Financial 7

First Look L.L.C. 41

FMC Corporation 7 35

Foundation for the Accreditation of Hematopoietic Cell 41

Fresenius A.G. 8

General Mills, Inc. 8

Generic Drugs 40

Geneva Pharmaceuticals 35

Global Industrial Technologies, Inc. 8

Guinness PLC 8

Hale Products 44

Hany E. Figgie, Jr. 27

Hart-Scott-Rodino Reform 29

INDEX of CASES and SUBJECTS

(Fiscal Year 1997 through March IS, 2001)

Healthcare

1996 Statements of Antitrust Enforcement Policy in Health Care

Henry County Memorial Hospital 41

H.J. Heinz Company 19 22 24

Hoechst AG 9

Hoechst Marion Roussel 39

Horizontal Merger Guidelines 25

Insilco Corporation 9

Institutional Pharmacy Network 35

Intel Corporation 10

International Activities 47

International Association of Conference Interpreters 3 1

J.C. Penney Company 10

Jitney-Jungle Stores of America, Inc. 10

Koch Industries, Inc. 10

Koninklijke Ahold NV 11

Kroger Company

LaFarge SA 11

Laitram Corporation 27

Landamerica Financial Group, Inc. 11

Loewen Group and Loewen Group International

MacDermid, Inc. 11

Mack A. Cassellius, D.C. 36

Mahle GmbH 12 28

Manheim Auctions, Inc.

McCormick & Company 44

McKesson Corporation 20

M.D. Physicians of Southwest Louisiana 36

Mediq Inc. 20

Medtronic, Inc. 12

Merck and Co., Inc. 12

Mesa County Physicians IPA 36 39

Michael T. Berkiey, D.C. 36

Midwest Gas Price Investigation

Mobile Health Resources 41

Monier Lifetile LLC 24

Montana Associated Physicians, Inc.

Mylan Laboratories, Inc. 43

New Jersey Pharmacists

NGC Corporation 13

INDEX of CASES and SUBJECTS

(Fiscal Year 1997 through March 15, 2001)

Nine West Group Inc. 36

Nortek, Inc. 13

Northeast Pharmacy Service 40

North Mississippi Health Services

North Lake Tahoe Medical Group, Inc. 36

North Ottawa Community Hospital 42

Novartis AG 13

Ohio Ambulance Network 41

Orange Pharmacy Equitable Network 40

PacifiCorp 13

Pfzer Inc.

Philip Morris Companies

Phillips Petroleum Company 13 14

Phoenix Medical Network, Inc. 41

Precision Castparts Corporation 14

Premerger Notification 27

Annual Reports 30

Premerger Source Book 30

Rules and Formal Interpretations

Protocol 26

Provident Companies, Inc. 14

Quexco Inc. 14

Raytheon Company 14

Reckitt & Colman pic 14

Red Apple Companies, Inc. 23

Reuters America, Inc. 36

RHI AG 14

Rhodia, Donau Chemie AG 15

Rhone Poulenc 8

Rite Aid

Roche Holdings Ltd. 15

Rohm & Haas Company 15

Schnuck Markets, Inc. 23

S.C. Johnson & Son, Inc. 15

Second Requests Procedures 29

Service Corporation International 15

Shaw's Supermarkets, Inc. 16

Shell Oil Company 16

Sky Chefs, Inc. 16

Slotting Allowances 42

INDEX of CASES and SUBJECTS

(Fiscal Year 1997 through March 15,2001)

SmithKline plc

SNIA S.p.A. 17

Sony Music 37

South Lake Tahoe Lodging Association 37

Southern Valley Pool Association 37

Southwest Florida Oral Surgery Assoc8ates 42

Speeches 48

Staples, Inc. 20

Statistics 51

Stone Container Corporation 37

Summit Technology, Inc. 3 1,

SwedishMatch AB 20

Tenet Healthcare Corporation

Texas Surgeons, P.A.

T i e Warner Inc. 17

Toys "R" Us 43

TRW Inc. 17

Tyco International

Universal Music

Urological Stone Surgeons, Inc. 38

Valspar Corporation 18

VISX, Inc. 31

VI4UN.V. 18

Waterous Company, Inc. 45

Wesley Health Care Center, Inc. 40

Wesley-Jessen Corporation 18

Williams Companies 18

Winn-Dixie Stores

Wisconsin Chiropractic Association 39

Yellowstone Physicians, LLC 4 1

Zeneca Group PLC 18

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.