Federal Trade Commission (1999)

Agency decision

Ask Donna

What actually matters in this document.

Text

Federal Trade Commission

Department of Justice

Bureau of Competition

Antitrust Division

Annual Report to Congress

Fiscal Year 1999

Pursuant to Subsection (j) of Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Twenty-Second Report)

Robert Pitofsky, Chairman

Federal Trade Commission

Joel Klein, Assistant Attorney General

Antitrust Division

INTRODUCTION

Merger activity remains strong and as a result, the antitrust enforcement agencies

concluded another extremely active year receiving 4,642 HSR filings in FY 1999, a number just

slightly below the record pace of filings received last year. (See Figure 1 below). While this

represents about a two percent decrease from the 4,728 filing transactions reported in 1998, it

is 203% percent increase over the 1,529 transactions reported in fiscal year 1991.1

HSR Merger Transactions Reported Fiscal Years 1991- 1999

HSR Merger Transactions

5,000

4,728

4,642

1998

1999

3,702

3,087

4,000

2,816

2,305

3,000

1,846

1,529 1,589

2,000

1,000

FISCAL YEARS

1991

1992

1993

1994

1995

1996

1997

Figure 1

The Hart-Scott-Rodino (“HSR”) Act, together with Section 13(b) of the Federal Trade

Commission Act (“FTC”) and Section 15 of the Clayton Act, gives the Federal Trade

Commission (the “Commission”) and the Antitrust Division of the Department of Justice (the

“Antitrust Division” or “Division”) the opportunity to obtain effective preliminary relief against

anticompetitive mergers and to prevent interim harm to competition and consumers. The

premerger program was instrumental in detecting transactions that were the subject of the

numerous enforcement actions brought in fiscal year 1999 to protect consumers -- individuals,

businesses, and government -- against anticompetitive mergers. The Commission challenged

See Appendix A.

30 transactions, leading to 18 consent orders and 12 abandoned transactions. The Antitrust

Division challenged 47 transactions – 20 of these challenges were resolved by consent decrees,

26 transactions were either restructured or abandoned after the Antitrust Division sued or

informed the parties that it intended to sue, and one challenge is being litigated.

Swift and efficient review of the proposed mergers is possible only if the parties comply

with the Act’s requirements and provide complete information. When parties fail to file the

notification, or file a materially deficient notification form, the HSR Act provides that the

courts may impose civil penalties. During fiscal year 1999, Commission investigations resulted

in the collection of $3,285,000.00 in civil penalties stemming from two transactions

consummated in violation of the Act.2

While the number of merger investigations remains high, the percentage of requests for

additional information from merging parties (“second requests”) declined slightly and the

percentage of early termination requests granted increased.3

In addition to the Commission’s and the Antitrust Division’s review of a high number

of filings in fiscal year 1999, the Commission’s Premerger Notification Office (“PNO”)

responded to thousands of telephone calls seeking information concerning the reportability of

transactions under the HSR Act and the details involved in completing and filing premerger

notification forms. The HSR website4 adds to the PNO’s efficiency by improving access to

information necessary to the notification process. The website, expanded in FY 1999, includes

such information as the premerger notification filing form and instructions, the HSR Statement

of Basis and Purpose, the PNO Sourcebook, the premerger rules, formal interpretations of the

rules, filing fee instructions, grants of early termination, information regarding HSR events, and

other useful publications and information.

BACKGROUND

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L.

No. 94-435, amended the Clayton Act by adding a new Section 7A, 15 U.S.C. §18a (“the

Act”). Subsection (j) of Section 7A provides:

Beginning not later than January 1, 1978, the Federal Trade

Commission, with the concurrence of the Assistant Attorney

General, shall annually report to Congress on the operation of

this section. Such report shall include an assessment of the

effects of this section, of the effects, purpose, and the need for

See p. 8 infra.

See Appendix A.

www.ftc.gov/bc/hsr/

any rule promulgated pursuant thereto, and any

recommendations for revisions of this section.

This is the twenty-second annual report to Congress pursuant to this provision. It

covers fiscal year 1999 -- October 1, 1998 through September 30, 1999.

In general, the Act requires that certain proposed acquisitions of voting stock or assets

must be reported to the Commission and the Antitrust Division prior to consummation. The

parties must then wait a specified period, usually 30 days (15 days in the case of a cash tender

offer or a bankruptcy sale), before they may complete the transaction. Whether a particular

acquisition is subject to these requirements depends upon the value of the acquisition and the

size of the parties, as measured by their sales and assets. Small acquisitions, acquisitions

involving small parties, and other classes of acquisitions that are less likely to raise antitrust

concerns are excluded from the Act’s coverage.

The primary purpose of the statutory scheme, as the legislative history makes clear, is

to provide the antitrust enforcement agencies with the opportunity to review mergers and

acquisitions before they occur. The premerger notification program, with its filing and waiting

period requirements, provides the agencies with both the time and the information necessary to

conduct this antitrust review. Much of the information for a preliminary antitrust evaluation is

included in the notification filed with the agencies by the parties to proposed transactions and

thus is immediately available for review during the waiting period.

If either agency determines during the waiting period that further inquiry is necessary, it

is authorized by Section 7A(e) of the Clayton Act to request additional information or

documentary materials from both of the parties to a reported transaction (a “second request”).

A second request extends the waiting period for a specified period, usually 20 days (10 days in

the case of a cash tender offer), after all parties have complied with the request (or, in the case

of a tender offer, after the acquiring person complies). This additional time provides the

reviewing agency with the opportunity to analyze the information and to take appropriate

action before the transaction is consummated. If the reviewing agency believes that a proposed

transaction may substantially lessen competition, it may seek an injunction in federal district

court to prohibit consummation of the transaction.

The Commission promulgated final rules implementing the premerger notification

program with the concurrence of the Assistant Attorney General, on July 31, 1978.5 At that

time, a comprehensive Statement of Basis and Purpose was also published containing a

section-by-section analysis of the rules and an item-by-item analysis of the Premerger

Notification and Report Form. The program became effective on September 5, 1978. In 1983,

43 Fed. Reg. 33450 (1978). The rules also appear in 16 C.F.R. Parts 801 through 803. For more

information concerning the development of the rules and operating procedures of the premerger notification

program, see the second, third and seventh annual reports covering the years 1978, 1979 and 1983, respectively.

the Commission, with the concurrence of the Assistant Attorney General, made several

changes in the premerger notification rules. Those amendments became effective on August

29, 1983.6 Additional amendments were published in the Federal Register on March 6, 1987,7

May 29, 1987,8 and March 28, 1996.9

STATISTICAL PROFILE OF THE PREMERGER NOTIFICATION

PROGRAM

The appendices to this report provide a statistical summary of the operation of the

premerger notification program. Appendix A shows, for a ten-year period, the number of

transactions reported,10 the number of filings received, the number of merger investigations in

which second requests were issued, and the number of transactions in which requests for early

termination of the waiting period were received, granted, and not granted. Appendix A also

shows for fiscal years 1990 through 1999 the number of transactions in which second requests

could have been issued, as well as the percentage of transactions in which second requests

were issued. Appendix B provides a month-by-month comparison of the number of

transactions reported (Table 1) and the number of filings received for fiscal years 1990 through

1999.

The statistics set out in these appendices show that the number of transactions reported

in 1999 decreased approximately two percent from the number of transactions reported in

1998. In 1999, 4,642 transactions were reported, while 4,728 were reported in 1998. The

statistics in Appendix A show that the number of merger investigations in which second

requests were issued in 1999 decreased approximately nine percent from the number of merger

investigations in which second request were issued in 1998. Second requests were issued in

113 merger investigations in 1999, while second requests were issued in 125 merger

investigations in 1998.

48 Fed. Reg. 34427 (1983) (codified at 16 C.F.R. Parts 801 through 803).

52 Fed. Reg. 7066 (1987) (codified at 16 C.F.R. Parts 801 through 803).

52 Fed. Reg. 20058 (1987) (codified at 16 C.F.R. Parts 801 through 803).

61 Fed. Reg. 13666 (1996) (codified at 16 C.F.R. Parts 801 through 803).

The term “transaction”, as used in Appendices A and B, and Exhibit A to this report, does not refer only

to separate mergers or acquisitions. A particular merger, joint venture or acquisition may be structured such that it

involves more than one transaction. For example, cash tender offers, options to acquire voting securities from the

issuer, or options to acquire voting securities from someone other than the issuer, may result in multiple acquiring or

acquired persons that necessitate separate HSR transaction numbers to track the filing parties and waiting periods.

PERCENTAGE OF TRANSACTIONS RESULTING IN SECOND REQUEST

5.0%

4.5%

4.7%

4.5%

4.1%

3.8%

4.0%

3.5%

3.0%

2.7%

2.6%

1998

1999

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

FISCAL YEARS

1990

1991

1992

1993

1994

1995

1996

1997

Figure 2

The statistics in Appendix A also show that in recent years, early termination was

requested for most transactions. In 1999, early termination was requested in 88.5 percent

(4,110) of the transactions reported while in 1998 it was requested in 91.4 percent of the

transactions reported. The percentage of requests granted out of the total requested increased

slightly (from 74.8 percent in 1998 to 75.5 percent in 1999).

Statistical tables (Table I - XI) in Exhibit A contain information about the agencies’

enforcement interest in transactions reported in fiscal year 1999. The tables provide, for

various statistical breakdowns, the number and percentage of transactions in which clearances

to investigate were granted by one antitrust agency to the other and the number of merger

investigations in which second requests were issued. The tables in Exhibit A show that, in

1999, clearance was granted to one or the other of the agencies for the purpose of conducting

an initial investigation in 9.0 percent of the total number of transactions in which a second

request could have been issued. The tables also indicate, for example, that 31.7 percent of all

clearances granted involved transactions valued at $50 million or less.

Tables I - XI also provide the number of transactions based on the dollar value of

transactions reported and the reporting threshold indicated in the notification report. The total

dollar value of reported transactions has risen during the last six years from less than $375

billion to over a trillion dollars.

Tables X-XI provide the number of transactions based on the industry group 2-digit

SIC code in which the acquiring person or the acquired entity derived revenue. Figure 3

illustrates the percentage of reportable transactions within industry groups for fiscal year 1999

based on the acquired entity’s operations.11

Percentage of Transactions by Industry Group of Acquired

Entity

Fiscal Year 1999

Banking/

Insurance

8.2%

Health Services

3.5%

Other

10.2%

Manufacturing

25.5%

Consumer

Goods

& Services

28.5%

Chemicals and

Pharmaceuticals

3.8%

Information/

Technology

13.2%

Energy &

Natural

Resources

4.7%

Transportation

2.3%

Figure 3

DEVELOPMENTS IN FISCAL YEAR 1999 RELATING TO COMPLIANCE WITH

THE PREMERGER NOTIFICATION RULES AND PROCEDURES

1. Compliance

The Commission and the Department of Justice continue to monitor compliance with

the premerger notification program’s filing requirements and initiated a number of compliance

investigations in fiscal year 1999. The agencies monitor compliance through a variety of

methods, including the review of newspapers and industry publications for announcements of

transactions that may not have been reported in accordance with the requirements of the Act.

In addition, industry sources, such as competitors, customers and suppliers, and interested

members of the public provide the agencies with information about transactions and possible

violations of the filing requirements.

As reflected in Figure 3, any increase in manufacturing-related or decrease in consumer goods-related

transactions during fiscal year 1999 compared to other fiscal years may be accounted for, in part, by a change in

attribution methodology (see Annual Report to Congress for Fiscal Year 1997).

Under Section 7A(g)(1) of the Act, any person that fails to comply with the Act’s

notification and waiting requirements is liable for a civil penalty of up to $11,000 for each day

the violation continues.12 The antitrust agencies examine the circumstances of each unlawful

failure to file to determine whether penalties should be sought. During fiscal year 1999, 35

corrective filings for violations were received and the agencies brought enforcement actions

totaling a collection of $3,285,000.00 in civil penalties.

In United States v. Blackstone Capital Partners II Merchant Banking Fund L.P., and

Howard Andrew Lipson,13 the complaint alleged that the Act was violated when the defendants

failed to file a key document in a timely manner before making an acquisition of a chain of

funeral homes. The New York merchant banking fund failed to submit an internal document

that was required to have been provided with its premerger filing and would have informed the

agencies that the acquisition was an acquisition between competitors, and, therefore, that the

acquisition raised potential antitrust concerns. According to the complaint, Mr. Lipson should

have known that his certification of the premerger filing form was not accurate. Under the

terms of the final judgment, the merchant banking fund and Lipson agreed to pay $2.785

million and $50,000, respectively, in civil penalties to settle the charges. This is the first time

HSR penalties have been imposed on a company official for his role in certifying the

completeness and accuracy of a premerger filing.

In United States v. Input/Output, Inc. and Laitram Corp.,14 the complaint alleged that

the defendants violated the Act by failing to observe the HSR waiting period before combining

Input/Output’s operations with those of Laitram’s subsidiary, DigiCourse. Input/Output

manufactures seismic data acquisition systems and related equipment for ocean bottom

exploration. DigiCourse manufactures cable positioning systems, such as acoustic

transponders, that are integral to the effective operation of ocean seismic data acquisition

systems. Under the terms of a final judgment, Input/Output and Laitram agreed to pay

$225,000 each in civil penalties to settle the charges.

Effective November 20, 1996, dollar amounts specified in civil monetary penalty provisions within the

Commission’s jurisdiction were adjusted for inflation in accordance with the Debt Collection Improvement Act of

1996, Pub. L. No. 104-134 (April 26, 1996). The adjustments included, in part, an increase from $10,000 to

$11,000 for each day during which a person is in violation under Section 7A(g)(1), 15 U.S.C. 18a(g)(1). 61 Fed.

Reg. 54548 (October 21, 1996), corrected at 61 Fed. Reg. 55840 (October 29, 1996).

United States v. Blackstone Capital Partners II Merchant Banking Fund L.P., and Howard Andrew

Lipson, C.V. No. 99 0795 (D.D.C. complaint filed March 30, 1999); 1999-1 Trade Cas. (CCH) ¶72,484.

United States v. Input/Output, Inc. and Laitram Corp., C.V. No. 99 0912 (D.D.C. complaint filed April

12, 1999); 1999-1 Trade Cas. (CCH) ¶72,528.

Formal Interpretations of the Rules

In fiscal year 1999, the Commission’s Premerger Notification Office, with the

concurrence of the Assistant Attorney General, issued two formal interpretations of the

premerger notification rules.

Limited Liability Companies

Under the HSR rules, certain types of transactions, such as mergers, consolidations and

the formation of corporate joint ventures, are treated as acquisitions of voting securities

potentially subject to the Act, while other transactions, such as the formation of partnerships,

are deemed non-reportable. The Limited Liability Company (LLC) is a relatively new form of

business organization that is neither a partnership nor a corporation, but a hybrid legal entity

that combines certain desirable features of both partnerships and corporations. LLCs are often

formed as start-up businesses but may also be formed to combine competing businesses, which,

may be of potential antitrust concern. Under Formal Interpretation 15, 15 the formation of an

LLC that combines, under common control, two or more pre-existing businesses will be

treated as subject to the requirements of the Act.

Affidavits and Certification

Section 803.5 of the premerger notification rules requires all acquiring persons in

transactions falling under section 801.30 and all parties to non-section 801.30 transactions to

submit certain affidavits and certification pages with their premerger notification filings.

Section 803.6 of the rules requires a notarized certification of such filings. In the past, the

PNO interpreted the rules to require one original affidavit and certification for each copy of the

form submitted. Formal Interpretation 16 now makes clear the parties are required to submit

only one original and four duplicate copies of affidavits and certification pages, thus reducing

the burden on the parties.

64 Fed. Reg. 34804 (1999).

MERGER ENFORCEMENT ACTIVITY DURING FISCAL YEAR 199916

Department of Justice

The Antitrust Division challenged 47 merger transactions that it concluded could lessen

competition if allowed to proceed as proposed during fiscal year 1999. In 21 of these

transactions, the Antitrust Division filed a complaint in U.S. District Court. All of these cases

have been settled by consent decree, except for one that is in litigation.

In the other 26 challenges during fiscal year 1999, the Antitrust Division informed the

parties to a proposed transaction that it would file suit challenging the transaction unless the

parties restructured the proposal to avoid competitive problems or abandoned the proposal

altogether.17 In 16 instances, the parties restructured the proposed transactions, and in ten

instances, the parties abandoned the proposed transactions.

All cases in this report were not necessarily reportable under the premerger notification program.

Because of provisions regarding the confidentiality of the information obtained pursuant to the Act, it would be

inappropriate to identify which cases were initiated under the program.

In 18 instances, the Department of Justice issued press releases: October 2, 1998--Lamar Advertising

Company acquisition of Outdoor Communications, Inc. (billboard assets in six counties in Alabama, Mississippi, and

Tennessee); October 9, 1998--U.S. Bancorp merger with Northwest Bancshares, Inc. (business banking services,

Clark County, Washington); October 13, 1998--Norwest Corporation merger with Wells Fargo & Company

(business banking services in Arizona and Nevada); November 30, 1998--City Holding Company’s acquisition of

Horizon Bancorp Inc. (business banking services in West Virginia); November 30, 1998--Monsanto Company’s

acquisition of DeKalb Genetics Corporation (biotechnology developments in corn); January 15 and 19, 1999-Formica Corporation acquisition of International Paper Company (high pressure laminate business); January 27,

1999--Media One Group-Erie Ltd. acquisition of two radio stations from Rambaldo Communications, Inc. (Erie,

Pennsylvania radio market); April 22, 1999--Clear Channel Communication, Inc. acquisition of Jacor

Communications, Inc. (Cleveland and Dayton, Ohio; Louisville, Kentucky; Tampa, Florida radio markets); May 7,

1999--Fox Paine Capital Fund, L.P. acquisition of Century Telephone Enterprises, Inc. (mobile wireless telephone

services in Fairbanks, Alaska); May 12, 1999--Chittenden Corporation merger with Vermont Financial Services

Corporation (business banking services in Vermont); May 28, 1999--Lamar Advertising Company acquisition of

Vivid, Inc. (billboard operations in Wisconsin and Illinois); July 2, 1999--Consolidated Edison Inc. and Orange &

Rockland Utilities Inc. merger (electric generating plants); July 16, 1999--Abry Broadcasting Partners acquisition of

Bastet Broadcasting Corporation (TV advertising in Wilkes/Barre-Scranton, Pennsylvania); August 17, 1999-Thomas E. and James D. Ingstad acquisition of MSB, Inc. (Fargo, North Dakota radio market); August 26, 1999-AK Steel Corporation acquisition of Armco, Inc. (aluminized stainless steel); September 1, 1999--Marathon Media,

L.P. acquisition of five radio stations from Citadel Communications Corporation (Billings, Montana radio market);

September 2, 1999--Fleet Financial Group, Inc. merger with Bank Boston Corporation (business banking services in

Massachusetts, New Hampshire, Rhode Island and Connecticut); September 15, 1999--Lamar Advertising Company

acquisition of Chancellor Media Company (outdoor advertising assets in 31 markets in 13 states).

In addition to the 18 in which it issued press releases, the Department of Justice informed the parties in

eight other instances that their proposed acquisitions were likely to have anticompetitive effects: merger between

Southeast Missouri Hospital and St. Francis Memorial Hospital (Cape Girardeau, Missouri); Capstar Broadcasting

acquisition of WPAW-FM from Radio of Vero, Inc. (Vero Beach, Florida radio market); Capstar Broadcasting

acquisition of KTBT-FM from Powell Broadcasting (Baton Rogue, Louisiana radio market); Reilly Industries, Inc.

acquisition of Allied Signal, Inc. (binder pitch); General Dynamics acquisition of Newport News Shipyard

(shipbuilding); Chancellor Media Corporation acquisition of Petry Media Corporation (TV rep firms); Litton

Industries, Inc. acquisition of Newport News Shipyard (shipbuilding); and Capstar Broadcasting acquisition of

In United States v. Northwest Airlines Corp. and Continental Airlines, Inc.,18 the

Division challenged Northwest Airlines’acquisition of a controlling stake in Continental

Airlines. Northwest and Continental are the fourth and fifth largest U.S. airlines respectively,

and compete to provide air transportation services on thousands of routes across the country.

The Division claimed that the proposed acquisition would allow Northwest to acquire voting

control over Continental, as well as share in Continental’s profits, diminishing substantially

both Northwest’s and Continental’s incentives to compete against each other. The complaint

alleges that Northwest and Continental are each other’s most significant competitors--if not

their only competitors--for nonstop airline services between the cities where they operate hubs.

According to the complaint, Northwest planned to acquire stock representing 14 percent of

Continental’s equity but carrying 51 percent of its voting rights. Although a related agreement

with Continental required Northwest to place its stock in a “voting trust” for six years, the

complaint alleges that the voting trust would not prevent the competitive harm likely to result

from the acquisition. Northwest has gone ahead with its acquisition, and litigation is pending

in U.S. District Court in Detroit, Michigan. Trial is scheduled to commence October 24, 2000.

In United States v. Chancellor Media Corp. and Kunz & Co., 19 the Division challenged

Chancellor Media’s $39.5 million acquisition of Kunz & Co. Chancellor and Kunz were headto-head competitors in the business of selling outdoor advertising, such as billboard space, to

business customers. The complaint alleged the acquisition would substantially lessen

competition for outdoor advertising in Kern, Kings, and Inyo Counties, California, and Mojave

Country, Arizona, giving Chancellor a virtual monopoly in some areas and more than 60

percent of the market in others. A proposed consent decree was filed simultaneously to settle

the suit. The decree required Chancellor to divest outdoor advertising assets valued at more

that $5 million in those four counties. The court entered the consent decree on April 6, 1999.

In United States, States of New York and Florida and Commonwealth of Pennsylvania

v. Waste Management, Inc., Ocho Acquisition Corp., and Eastern Environmental Services,

Inc., 20 the Division, joined by three states, sued to block the nation’s largest waste collection

and disposal firm, Waste Management, from acquiring a large regional rival, Eastern

Environmental Services. The complaint alleged that the $1.2 billion merger would reduce

competition on a multi-billion dollar contract to dispose of New York City’s residential solid

WPVR-FM and WFIR-AM radio stations from James L. Gibbons (Roanoke-Lynchburg, Virginia radio market).

United States v. Northwest Airlines Corporation and Continental Airlines, Inc., C.V. No. 98-74611

(E.D. MI filed 10/23/98).

United States v. Chancellor Media Corporation and Kunz Company, C.V. No. 1:98CV02763 (D.D.C.

filed 11/12/98).

United States and State of New York, State of Florida and Commonwealth of Pennsylvania v. Waste

Management, Inc., Ocho Acquisition Corp. and Eastern Environmental Services, Inc., C.V. No. C.V. 98-7168

(E.D.N.Y. filed 11/17/98).

waste and would also reduce competition for other solid waste collection and disposal services

in New York, Pennsylvania, and Florida. A proposed consent decree settling the suit was filed

December 31, 1998. The consent decree required the companies to divest waste collection

and/or disposal operations in nine markets in those three states. In addition, Eastern was

required to sell its pending proposal to be awarded part of a $6 billion contract to dispose of

New York City’s residential waste. The court entered the consent decree on May 25, 1999.

In United States v. Pearson plc, Pearson, Inc. c/o Addison Wesley Longman, Inc. and

Viacom International, Inc. c/o Viacom, Inc., 21 the Division challenged Pearson’s $4.6 billion

acquisition of educational, professional, and reference publishing businesses from Viacom and

simultaneously filed a proposed consent decree settling the suit. The decree required Pearson

to sell off an elementary school science textbooks program and textbooks in numerous college

courses. Pearson and Viacom were two of only four publishers of major comprehensive

elementary school science programs (which include textbooks and related materials and

services) and two of only a few publishers of textbooks and educational materials for over

thirty college courses in which the decree required divestitures. The court entered the consent

decree on June 30, 1999.

In United States v. Chancellor Media Corp., Whiteco Industries, Inc., and Metro

Management Associates, 22 the Division challenged Chancellor Media’s $930 million

acquisition of Whiteco Industries. Chancellor and Whiteco were head-to-head competitors in

the business of selling outdoor advertising, such as billboard space. The complaint alleged that

the acquisition would have reduced competition in seven counties located in Kansas,

Pennsylvania, Connecticut and Texas. The combined entity allegedly would have had a market

share of 100 percent in Hartford County, Connecticut and market shares ranging from 48

percent to 88 percent in the remaining markets. A proposed consent decree was filed and was

entered by the court on May 12, 1999. The decree required divestiture of billboard assets in

those seven counties.

In United States v. AT&T Corporation and Tele-Communications, Inc., 23 the Division

challenged the $48 billion merger between AT&T and TCI and simultaneously filed a proposed

consent decree, which settled the suit and required the complete divestiture of TCI’s interest in

Sprint PCS over a five-year period. According to the complaint, AT&T was the largest

provider of mobile wireless telephone services in the United States, and TCI owned

approximately 23.5 percent of the stock of Sprint’s mobile wireless telephone business, Sprint

PCS; and AT&T and Sprint operate wireless networks that offer nearly complete nationwide

United States v. Pearson plc, Pearson Inc. c/o Addison Wesley Longman, Inc. and Viacom International,

Inc. c/o Viacom, Inc., C.V. No.1:98CC02836 (D.D.C. filed 11/23/98).

United States v. Chancellor Media Corporation, Whiteco Industries, Inc. and Metro Management

Associates, C.V. No. 1:98CV02815 (D.D.C. filed 11/25/98).

United States v. AT&T Corporation and Tele-Communications, Inc., C.V. No: 1:98CV03170

(D.D.C.filed 12/30/98).

geographic coverage. The settlement required the parties to transfer the Sprint PCS stock to

an independent trustee before closing their merger. The trustee will then have approximately

five years to complete the sale. The settlement was structured to minimize any risk that the

divestiture of Sprint PCS stock would interfere with Sprint’s ability to issue new stock or

otherwise raise capital in order to continue to construct its wireless network. The court

entered the consent decree on August 23, 1999.

In United States v. Signature Flight Support Corp., AMR Combs, Inc. and AMR

Corp., the Division challenged Signature’s acquisition of AMR Combs, Inc. and

simultaneously filed a proposed consent decree settling the suit. The decree required Signature

to divest its flight support business at Palm Springs, Bradley International (Hartford, CT) and

Denver Centennial Airports. The complaint alleged that Signature and Combs were the only

two fixed-base operators and were head-to-head competitors in the business of providing flight

support services, such as fueling, ramp and hangar space rentals, at Palm Springs and Bradley

International Airports. At Denver Centennial, Signature allegedly had agreed to become the

operator of a flight support facility, which upon completion in the year 2000 would have put it

in direct competition with Combs. The court entered the consent decree on July 30, 1999.

In United States v. Central Parking Corp. and Allright Holdings, Inc., 25 the Division

challenged the $585 million merger between Central Parking and Allright Holdings, the two

largest parking management companies in the nation. A proposed consent decree was filed

simultaneously, settling the suit. The decree required the companies to divest or terminate

their interest in certain off-street parking facilities in 18 cities in ten states: Cincinnati and

Columbus, Ohio; Nashville, Knoxville and Memphis, Tennessee; Dallas, Houston, El Paso and

San Antonio, Texas; Baltimore, Maryland; Denver, Colorado; Jacksonville, Tampa and Miami,

Florida; San Francisco, California; Kansas City, Missouri; New York, New York; and

Philadelphia, Pennsylvania. Without the divestitures required under the decree, Central

allegedly would have been given a dominant market share of off-street parking facilities in

certain areas of each of these 18 cities, and would have had the ability to control the prices and

the type of services offered to motorists. The state attorney general offices of six states

assisted in the investigation. The court entered the consent decree on February 14, 2000.

In United States v. Suiza Foods Corp., d/b/a Flav-O-Rich Dairy, Land O’Sun Dairy,

Louis Trauth Dairy, and Broughton Foods Co., d/b/a Southern Belle Dairy, 26 the Division

filed suit to block Suiza Food’s $109.7 million acquisition of Broughton Foods because the

United States v. Signature Flight Support Corporation, AMR Combs, Inc., and AMR Corporation, C.V.

No. 1:99CV0537 (D.D.C. filed 3/1/99).

United States v. Central Parking Corporation and Allright Holdings, Inc., C.V. No. 99CV00652 (D.D.C.

filed 3/16/99).

United States v. Suiza Foods Corporation, d/b/a Flav-o-Rich Dairy, Land O’Sun Dairy, Louis Trauth

Dairy, and Broughton Foods Company, d/b/a/ Southern Belle Dairy, C.V. No. 99-CV-130 (E.D. KY filed 3/18/99).

merger would have resulted in higher prices for milk sold to school districts in South Central

Kentucky. The complaint alleged that Suiza and Broughton were head-to-head competitors

for school milk contracts in dozens of school districts in South Central Kentucky. In some of

those districts, the merger allegedly would have created a monopoly on bids to supply milk,

and in other districts, it could have reduced the number of bidders from three to two. The

Division noted that the merger was set to occur in an industry that has been plagued by a

history of collusion (with the Division having prosecuted more than 100 criminal cases

involving bid rigging on school milk contracts) and stated that the Division would be vigilant in

preventing anticompetitive mergers that threaten to recreate the harmful effects of the prior

bid-rigging conspiracies. A proposed consent decree was filed on April 28, 1999, which

required the divestiture of the Southern Belle Dairy, thereby maintaining the current level of

competition for school milk bidding in Kentucky that would have been threatened by the

merger. The court entered the decree on August 30, 1999.

In United States v. SBC Communications, Inc. and Ameritech Corp., 27 the Division’s

suit and proposed consent decree resolved antitrust concerns about SBC’s $58 billion

acquisition of Ameritech and its $1.67 billion acquisition of Comcast Cellular Corporation.

The acquisition of Ameritech, as originally proposed, allegedly would have led to a loss of

head-to-head competition in wireless mobile telephone services in 17 markets in which

Ameritech owned one of the cellular systems and SBC or Comcast (which SBC was also

acquiring) owned the other. The decree required the divestiture of one of the two cellular

telephone systems in each of these 17 markets in Illinois, Indiana and Missouri, including the

major metropolitan areas of Chicago and St. Louis. The decree will also help ensure that a

purchaser of the divested Ameritech cellular systems in the St. Louis area would have the

ability to pursue a local exchange entry strategy in SBC’s local service area, such as Ameritech

had planned before the merger. The court entered the decree on August 2, 1999.

In United States and States of Illinois and Missouri v. Allied Waste Industries, Inc.

and Browning Ferris Industries, Inc., 28 the Division challenged the $210 million asset swap

between Allied Waste Industries and Browning Ferris Industries (BFI) and simultaneously filed

a proposed consent decree settling the suit. The decree required the parties to sell certain

waste collection routes in the St. Louis metropolitan area. Without this divestiture, the

proposed acquisition allegedly would have substantially lessened competition for commercial

solid waste hauling services in the St. Louis market. The court entered the consent decree on

July 29, 1999. The asset swap proposal was separate from the acquisition by Allied of BFI,

which the Division also challenged. See, infra at 18.

United States v. SBC Communications Inc. and Ameritech Corporation, C.V. No. 1:99 CV00715

(D.D.C. filed 3/23/99) (also resolving antitrust concerns about SBC’s acquisition of Comcast Cellular Corporation

that arose because of competition between Ameritech and Comcast).

United States, State of Illinois and State of Missouri v. Allied Waste Industries, Inc. and BrowningFerris Industries, Inc., C.V. No. 1:99 CV00894 (D.D.C. filed 4/8/99).

In United States v. Capstar Broadcasting Corp. and Triathlon Broadcasting Co., 29 the

Division challenged Capstar’s $190 million acquisition of Triathlon. The transaction, as

originally structured, allegedly would have allowed Capstar to control more than 45% of the

Wichita, Kansas, radio advertising market and would likely have raised prices for advertising

on radio stations in the Wichita metropolitan area. A proposed consent decree was filed

simultaneously, settling the suit. The decree requires Capstar to sell five radio stations-KEYN-FM, KWSJ-FM, KNSS-AM, KFN-AM, and KQAM-AM -- in Wichita. The court

entered a consent decree on August 24, 1999.

In United States v. Imetal, DBK Minerals, Inc., English China Clays, Plc and English

China Clays, Inc., 30 the Division challenged Imetal’s $1.24 billion acquisition of English China

Clays. The complaint alleged that the acquisition, as originally structured, would have

substantially lessened competition in four markets--water-washed kaolin, calcined kaolin,

ground calcium carbonate and fused silica. Imetal, a French company with a U.S. subsidiary,

and English China Clays, a British company with a U.S. subsidiary, were two of only five

producers of water-washed kaolin and calcined kaolin and were the dominant producers of

fused silica in the United States. Water-washed kaolin is a type of clay used as a pigment for

coating paper and as filler in the body of paper. Calcined kaolin is used in paper-making when

the paper requires a greater opacity. Ground calcium carbonate is a mineral used as a pigment

in paper-making. Fused silica is used in applications such as investment castings, high-grade

glass, and refractory applications such as the preparation of ceramics. A proposed consent

decree was filed simultaneously settling the suit. The decree requires that Imetal divest assets

and operations in each of the four product areas. The court entered a consent decree on May

26, 2000.

In United States v. Citadel Communications Corp., Triathlon Broadcasting Co. and

Capstar Broadcasting Corporation, 31 the Division challenged Triathlon’s acquisition of three

radio stations in Spokane, Washington and a joint sales agreement between Citadel and

Triathlon that allegedly eliminated competition in the sale of radio advertising time on certain

radio stations in Colorado Springs, Colorado and Spokane. Capstar had announced plans to

acquire Triathlon. A proposed consent decree was filed simultaneously settling the suit. The

decree required the termination of the joint sales agreement, the exchange of certain radio

stations between Capstar and Citadel in Colorado Springs and Spokane, and divestiture by

Capstar of KEYF-FM in Spokane. The court entered the consent decree on August 26, 1999.

United States v. Capstar Broadcasting Corporation and Triathlon Broadcasting Company, C.V. No.

1:99CV001043 (D.D.C. filed 4/21/99).

United States v. Imetal, DBK Materials Inc., English China Clays, PLC and English China Clays, Inc.,

C.V. No. 1:99CV01018 (D.D.C. filed 4/26/99).

United States v. Citadel Communications Corporation, Triathlon Broadcasting Company and Capstar

Broadcasting Corporation, C.V. No. 1:99CV01043 (D.D.C. filed 4/28/99).

In United States v. Bell Atlantic Corp. and GTE Corp., 32 the Division challenged Bell

Atlantic’s merger with GTE and simultaneously filed a proposed consent decree that would

settle the suit. The merger, as originally structured, allegedly would have led to a loss of headto-head competition in wireless mobile telephone services in 65 markets in nine states. In four

of the markets, Bell Atlantic had an ownership interest in one cellular system and GTE in the

other; in 46 of the markets, GTE had an ownership interest in one of the cellular systems and

PrimeCo -- a firm 50 percent owned by Bell Atlantic--owned one of the personal

communications services (PCS) wireless businesses; and in 15 markets, GTE was acquiring

cellular systems from Ameritech and PrimeCo owned the PCS wireless business. Under the

decree, the parties have agreed to sell one of their two interests in each of these overlapping

wireless telephone systems. The divestitures include the major metropolitan areas of Chicago,

Houston, Tampa and Richmond. This is one of the largest divestiture packages ever required

by the Antitrust Division. The court entered a consent decree on April 18, 2000.

In United States v. Florida Rock Industries, Inc., Harper Bros., Inc., Commercial

Testing Inc. and Daniel R. Harper, 33 the Division challenged Florida Rock Industries’merger

with Harper Bros. and Commercial Testing. The complaint alleged that the acquisition, as

originally structured, would substantially lessen competition in the aggregate and silica sand

markets in Southwest Florida. Aggregate is used to manufacture asphalt concrete and ready

mix concrete. Silica sand is used to manufacture specific types of ready mix concrete. A

proposed consent decree was filed simultaneously settling the suit. Under the terms of the

decree, Florida Rock was required to divest the Alico Road Quarry in Fort Myers, Florida and

the Palmdale Sand Mine in Palmdale, Florida. The court entered the consent decree on

October 13, 1999, and Florida Rock divested the assets to Rinker Materials on December 3,

1999.

In United States v. Computer Associates International, Inc. and Platinum Technology

International, Inc., 34 the Division challenged the acquisition of Platinum Technology

International by Computer Associates International. Computer Associates was the world’s

largest independent vendor of computer software for IBM and IBM-compatible mainframe

computers and the dominant competitor in several mainframe systems management software

markets for IBM’s OS/390 (formerly MVS) and VSE operating systems. Platinum was a

major competitor in mainframe systems management products and had been one of the few

substantial competitors to Computer Associates in a number of these markets. The complaint

alleged that the proposed transaction, as originally structured, would have reduced competition

United States v. Bell Atlantic Corporation and GTE Corporation, C.V. No. 1:99CV0119 (D.D.C. filed

5/7/99).

United States v. Computer Associates International, Inc. and Platinum Technology International, Inc.,

C.V. No. 1:99CV01318 (D.D.C. filed 5/25/99).

United States v. Florida Rock Industries, Inc., Harper Bros. Inc., Commercial Testing, Inc. and Daniel R.

Harper, C.V. No. 99-516-CIV-J-20A (M.D. FL filed 5/26/99).

in five mainframe systems management product markets--MVS and OS/390 tape management

software, MVS and OS/390 job scheduling and rerun software, VSE job scheduling and rerun

software, MVS and OS/390 change management software and VSE automated operations

software. A proposed consent decree was filed simultaneously, settling the suit. Under the

decree, Computer Associates must sell six Platinum mainframe systems management software

products and related assets. The court entered the consent decree on October 12, 1999.

In United States and The State of Texas v. Aetna, Inc. and The Prudential Insurance

Co. of America, 35 the Division challenged the $1 billion acquisition of Prudential’s health care

business by Aetna. The complaint alleged that the proposed transaction would have made

Aetna the dominant provider of health maintenance organization (HMO) and HMO-based

point-of-service plans in Houston and Dallas, Texas, and would have also resulted in increased

prices or reduced quality of those health care plans. The complaint also alleged that Aetna

would have had control over a large share of the physicians’businesses, enabling Aetna to

depress physicians’reimbursement rates in Houston and Dallas, which would likely have

resulted in a reduction in the quantity or quality of physician services provided to patients. A

proposed consent decree was filed simultaneously, settling the suit. The decree required Aetna

to divest its NYLCare businesses in Houston and Dallas-Fort Worth. The court entered the

consent decree on December 7, 1999.

In United States v. Cargill Incorporated and Continental Grain Co., 36 the Division

challenged the acquisition of Continental Grain Company’s Commodity Marketing Group by

Cargill. The transaction, as originally structured, allegedly would have eliminated an important

competitor for the purchase of crops from U.S. farmers and others suppliers such as

independent elevator operators. Cargill and Continental operated nationwide distribution

networks that annually move millions of tons of grain and soybeans to customers throughout

the United States and around the world. Competitive harm in this case allegedly flowed from

the ability of the combining firms to depress artificially the price paid to suppliers. A proposed

consent decree was filed simultaneously, settling the suit. The decree requires Cargill to divest

grain and soybean facilities in various states. The court entered a consent decree on June 30,

2000. The U.S. Department of Agriculture, the Commodities Futures Trading Commission,

and several state attorneys general assisted in the Division’s investigation.

In United States v. Allied Waste Industries, Inc., and Browning-Ferris Industries,

Inc., the Division challenged the $9.4 billion acquisition of Browning-Ferris Industries (BFI)

United States and State of Texas v. Aetna Inc. and The Prudential Insurance Company of America, C.V.

No. 3-99CV1398 (N.D. TX filed 6/21/99).

United States v. Cargill, Incorporated and Continental Grain Company, C.V. No. 1:99CV01875 (D.D.C.

filed 7/8/99).

United States v. Allied Waste Industries, Inc. and Browning-Ferris Industries, Inc., C.V. No.

1:99CV01962 (D.D.C. filed 7/20/99).

by Allied Waste Industries. The complaint alleged that the merger would have substantially

lessened competition for waste collection and disposal services in 18 markets. A proposed

consent decree that settled the case was filed simultaneously. The decree requires divestiture

of waste collection and disposal operations in 13 states, covering 18 metropolitan areas:

Akron/Canton, Ohio; Atlanta, Georgia; Boston, Massachusetts; Charlotte, North Carolina;

Chicago, Moline, Rock Falls, Dixon and Rockford, Illinois; Dallas, Texas; Davenport, Iowa;

Denver, Colorado; Detroit, Michigan; Evansville, Indiana; Joplin, Lamar and Springfield,

Missouri; Kalamazoo and Battle Creek, Michigan; Oakland, California; and Oklahoma City,

Oklahoma. The court entered the consent decree on May 19, 2000.

During fiscal year 1999, the Division investigated seven bank merger transactions for

which divestiture was required prior to or concurrently with the acquisition and one other in

which conditions were imposed. A “not significantly adverse” letter conditioned upon a letter

agreement between the parties and the Division was sent to the appropriate bank regulatory

agency in all instances.38 In one other bank merger transaction, the Division concluded that the

merger would have a significantly adverse effect and the parties withdrew their application.39

Additionally, the Division in two instances moved to have parties held in contempt for

violating final judgments in merger cases. On July 27, 1999, in United States v. Smith

International, Inc. and Schlumberger, Ltd. (D.D.C.), the Division petitioned the Court to find

Smith International and Schlumberger in criminal and civil contempt in violation of a 1994 final

judgment, which prevented Smith from selling the divested drilling fluid business to, or

combining that business with, the drilling fluid operations of certain companies, including

Schlumberger. On December 23, 1993, the Division had filed suit challenging the merger of

Dresser Industries, Inc. and Baroid Corporation. At that time, M-I Drilling Fluids, a company

October 9, 1998 letter to the Board of Governors regarding the application by U. S. Bancorp

(“USBC”), Minneapolis, Minnesota to acquire 86.83 percent of Northwest Bankshares, Inc., Vancouver, WA;

October 13, 1998 letter to the Board of Governors regarding the application by Norwest Corporation, Minneapolis,

Minnesota to acquire Wells Fargo & Company, San Francisco, California; November 20, 1998 letter to the Board of

Governors regarding the application by City Holding Company, Charleston, West Virginia to acquire Horizon

Bancorp, Inc., Beckley, West Virginia; May 11, 1999 letter to the Board of Governors regarding the application by

Chittenden Corporation, Burlington, Vermont, to acquire Vermont Financial Services (“VFS”) Corporation,

Brattleboro, Vermont, and May 12, 1999 letter to the Boston Regional Director, Federal Deposit Insurance

Corporation, regarding the application by The Bank of Western Massachusetts, Springfield, Massachusetts, a

subsidiary of Chittenden, to acquire United Bank, Conway, Massachusetts, a subsidiary of VFS; June 24, 1999 letter

to the Office of the Comptroller of the Currency regarding the application by National Bank of Commerce, Starkville,

Mississippi to acquire First Federal Bank for Savings, Columbus, Mississippi; August 13, 1999 letter to the Board of

Governors regarding the application by Firstar Corporation, Chicago, Illinois, to acquire Mercantile Bancorporation,

St. Louis, Missouri; September 2, 1999 letter to the Board of Governors regarding the application by Fleet Financial

Group, Boston, Massachusetts, to acquire BankBoston Corporation; September 17, 1999 letter to the Board of

Governors regarding the application by AmSouth Corporation, Birmingham, Alabama, to acquire First American

Corporation, Nashville, Tennessee.

September 15, 1999 letter to the Federal Reserve Board regarding the application by Central Savings

Bank, Sault Ste. Marie, Michigan, to acquire four branches of The Huntington National Bank, Columbus, Ohio.

in which Dresser had a 64 percent interest, and Baroid were the two largest producers of

drilling fluids in the United States. The final judgment required Dresser to sell either its interest

in M-I or Baroid’s drilling fluids subsidiary. To comply with the court’s order, Dresser sold its

M-I interest to Smith, and Smith agreed to be bound by the final judgment. The contempt

petitions alleged, and the court ruled, that despite the clear language of the consent decree

prohibiting it, Smith and Schlumberger formed a joint venture. The court found that Smith’s

actions were in willful violation of the final judgment and that Schlumberger willfully acted in

concert with Smith. On December 9, 1999, the court found the defendants in criminal

contempt and ordered them to pay $1.5 million in criminal fines ($750,000 each). The

companies also agreed to pay $13.1 million to settle the civil contempt case. The civil

settlement represented a full disgorgement of the joint venture’s profits during the time the

companies were in contempt. This marks the first time that a full disgorgement of profits has

been obtained by the Department in an antitrust contempt action and is the first criminal

antitrust merger contempt case in more than 15 years.

On April 13, 1999, in United States v. Interstate Bakeries Corporation and

Continental Baking Company (N. D. IL), the Division petitioned the Court to find Interstate

Bakeries Corporation (IBC) in civil contempt for violating a 1996 final judgment. Pursuant to

that final judgment, settling the Division’s challenge of the merger between IBC and

Continental Bakeries Company, IBC licensed its Weber's label to Four-S Baking Company for

production and sale of Weber's brand bread in the Southern California area. On March 29,

1999, Four-S was purchased by Bimbo Bakeries USA, Inc. The final judgment required IBC

to grant “a perpetual, royalty-free, assignable, transferable, exclusive license” to use the

Weber’s label. Despite the clear language of the court’s order, IBC had demanded that Four-S

return the formulas and production processes for the baking of Weber’s bread. In addition,

IBC had threatened to sue Four-S and its new owner if they continued to use the assets that

were ordered divested by the court. After the Division petitioned the court to find IBC in

contempt, IBC agreed to transfer the know-how in question and the Division withdrew its

petition.

Also, during FY 1999, consent decrees were entered in two merger cases previously

filed by the Division. 40

On September 20, 1999, the district court entered the consent decree in United States and States of

Ohio, Arizona, California, Colorado, Florida, Commonwealth of Kentucky, States of Maryland, Michigan, New

York, Commonwealth of Pennsylvania, States of Texas, Washington and Wisconsin v. U.S.A. Waste Services, Inc.,

Dome Merger Subsidiary and Waste Management, Inc. (N.D. Ohio filed 7/16/98); and on February 22, 1999, the

district court entered the consent decree in United States v. Halliburton Company and Dresser Industries, Inc.

(D.D.C. filed 9/29/98). See the FY 1998 Annual Report for a description of these cases.

Federal Trade Commission

The Commission challenged 30 transactions that it concluded would lessen competition

if allowed to proceed as proposed during fiscal year 1999, leading to 18 consent agreements

for public comment and 12 filings withdrawn. Of the 18 consent agreements, a complaint,

decision and order were issued in 13 of those matters in FY 1999, with four of the consent

agreements becoming final in FY2000. One consent agreement has been accepted for public

comment but is not yet final.

In Koninklijke Ahold nv/Giant Food Inc.,41 the complaint alleged that the proposed

acquisition by Koninklijke Ahold of Giant Food Inc., would lessen competition, raise prices or

reduce quality and selection at supermarkets in eight communities in Maryland and

Pennsylvania. According to the complaint, Ahold and Giant are direct competitors in and near

Bel Air, Eldersburg, Frederick, and Westminster, Maryland, and Norristown, Warminster,

Hilltown and Yardley, Pennsylvania. Under the order, Ahold was required to divest 10

supermarkets in the affected markets. Ahold agreed to divest the supermarkets to five different

upfront buyers.

In LaFarge Corp./Holnam, Inc.,42 the complaint alleged that the proposed acquisition

by LaFarge Corporation of Holnam, Inc.’s Seattle cement plant and related assets in the state

of Washington would substantially lessen competition in the Puget Sound cement market.

According to the complaint, LaFarge and Holnam are two of five competitors in the Portland

cement market in the Puget Sound area. A provision of the sales agreement between LaFarge

and Holnam would have imposed a penalty on LaFarge if it produced quantities of cement in

excess of 85 percent of the Holnam plant’s capacity, thus allegedly encouraging LaFarge to

restrict the output of cement at the Seattle plant to avoid the production penalty and preventing

an increase in supply and a reduction in price for cement in the Puget Sound area. Under the

order, the parties were required to restructure their agreement to drop the production penalty

clause. In addition, they agreed not to enter into any agreement relating to the purchase of

Holnam’s Seattle cement plant and related assets where payment will be effected by, or

dependent on, the quantity of cement produced or sold at the Seattle cement plant.

In The British Petroleum Co. p.l.c./Amoco Corp.,43 the complaint alleged that the

proposed $48.2 billion merger between British Petroleum and Amoco Corporation would

lessen competition in the wholesale market for gasoline in 30 cities or metropolitan areas in the

eastern United States and in the terminaling of gasoline and other light petroleum products in

nine specified geographic markets. The order required British Petroleum and Amoco to divest

Koninklijke Ahold nv/Giant Food, Inc., Docket No. C-3861 (issued April 5, 1999).

LaFarge Corporation/Holnam, Inc., Docket No. C-3852 (issued February 12, 1999).

The British Petroleum Company p.l.c., Docket No. C-3868 (issued April 19, 1999).

134 gasoline stations in eight markets in which the companies’ownership overlaps. Amoco

was required to divest its retail gasoline stations in Tallahassee, Florida and Pittsburgh,

Pennsylvania. British Petroleum was required to divest its stations in Charleston, and

Columbia, South Carolina; Charlotte, North Carolina; Jackson and Memphis, Tennessee; and

Savannah, Georgia. The order also required the divestiture of nine petroleum products

terminals to an acquirer approved by the Commission.

In ABB/Elsag Bailey Process Automation N.V.,44 the complaint alleged that ABB’s

proposed $1.1 billion acquisition of Elsag Bailey Process Automation N.V., would

substantially increase concentration in the process gas chromatography market. According to

the complaint, the proposed acquisition would combine the two leading firms marketing

process gas chromatographs worldwide. By eliminating competition between the top two

competitors in this highly concentrated market, the proposed acquisition would allow ABB to

unilaterally exercise market power, thereby increasing the likelihood that process gas

chromatography customers would be forced to pay higher prices and innovation in the market

would decrease. Under the order, ABB was required to divest the Analytical Division of

Elsag’s Applied Automation, Inc. subsidiary, which is involved in the manufacture and sale of

process gas chromatographs and the research and development of a process mass

spectrometer, to a Commission-approved buyer.

In Service Corp. International/Equity Corp. International,45 the complaint alleged that

Service Corporation International’s proposed acquisition of Equity Corporation International

would substantially lessen competition among funeral home or cemetery establishments in 14

local markets: Phoenix City, Alabama/Columbus, Georgia; Evansville, Indiana; Jacksonville

Beach, Florida; Roseville, California; Ruskin/Sun City, Florida; West Pasco County and

Tarpon Springs, Florida. According to the complaint, the acquisition would eliminate

substantial existing competition between Service Corporation International and Equity

Corporation International and lead to higher prices or reduced services to consumers. Under

the order, Service Corporation International was permitted to acquire Equity Corporation

International, but was required to divest significant funeral service and cemetery properties to

Carriage Services, Inc., in each of the 14 local markets.

In Medtronic, Inc./Avecor Cardiovascular, Inc.,46 the complaint alleged that the

proposed acquisition by Medtronic, Inc. of Avecor Cardiovascular, Inc., would lessen

competition for the research, development, manufacture and sale of non-occlusive arterial

pumps in the United States. Under the order, Medtronic was required to divest Avecor’s nonocclusive arterial pump assets to Baxter Healthcare Corporation, a major producer of medical

devices used in cardiac surgery and a major provider of perfusion services.

ABB/Elsag Bailey Process Automation N.V, Docket No. C-3867 (issued April 14, 1999).

Service Corp. Int’l/Equity Corp, Docket No. C-3869 (issued April 22, 1999).

Medtronic, Inc./Avecor Cardiovascular, Docket No. C-3879 (issued June 3, 1999).

In Zeneca Group PLC/Astra AB,47 the complaint alleged that Zeneca Group PLC’s

proposed $30.5 billion acquisition of Astra AB would lessen competition in the U.S. market

for long-acting local anesthetics. According to the complaint, the proposed merger was likely

to lead to anticompetitive effects by eliminating Zeneca as the only source of new competition

in the long-acting local anesthetics market. Under the order, Zeneca was required to transfer

and surrender all of its rights and assets relating to levobupivacaine to Chiroscience Group plc,

the developer of levobupivacaine. The order also required that Zeneca divest its approximately

three percent investment interest in Chiroscience.

In CMS Energy Corp./Panhandle Eastern Pipeline/Trunkline Pipeline,48 the complaint

alleged that the proposed $1.9 billion acquisition by CMS Energy Corporation of Panhandle

Eastern Pipeline and Trunkline Pipeline from Duke Energy Company would lessen competition

and drive up consumer prices for natural gas and electricity in several counties in Michigan.

According to the complaint, Consumers Energy, a subsidiary of CMS, provides natural gas to

residential and industrial consumers in 54 counties in the lower peninsula of Michigan. It also

owns and operates the only intra-state natural gas transmission system through which

consumers can buy natural gas from other suppliers, including the two pipelines CMS filed to

acquire. After the acquisition, CMS allegedly would have an incentive to restrict the other

pipelines’access to the Consumer Energy system to support increases on Panhandle and

Trunkline, which would increase the price of natural gas and electricity for consumers and

industrial users. The order prevented CMS from restricting or eliminating interconnection

capacity available to the pipelines that compete with Panhandle and Trunkline. It also required

that CMS give shippers the choice of two options if the interconnection capacity with

competing pipelines falls below historical levels.

In Rohm & Haas Co./Morton International, Inc.,49 the complaint alleged that Rohm &

Haas Company’s proposed $4.5 billion acquisition of Morton International, Inc., would lessen

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

polymers for use in the formation of floor care products. According to the complaint, the

water-based floor care polymers market in North America is highly concentrated, with Rohm

& Haas and Morton each controlling a significant share of the market. Under the order, Rohm

& Haas was required to divest Morton’s worldwide water-based floor care polymers business

to GenCorp, Inc., which produces water-based polymers in the graphics arts industry, a

technology and production area closely related to water-based floor care polymers.

Zeneca Group PLC/Astra AB, Docket No. C-3880 (issued June 7, 1999).

CMS Energy Corp., Docket No. C-3877 (issued June 2, 1999).

Rohm & Haas Company/Morton International, Inc., Docket No. C-3883 (issued July 13, 1999).

In Quexco Inc./Pacific Dunlop,50 the complaint alleged that the proposed acquisition by

Quexco Inc., of Pacific Dunlop GNB Corporation from Pacific Dunlop Limited, would lessen

competition and increase prices in the market for lead smelting, refining and recycling services

in California. According to the complaint, Quexco and GNB are the only two lead smelter

operators and lead recyclers in California. Because of lead’s toxicity and the difficulty in

obtaining permits to operate a smelter operation, new entry into the California market allegedly

would not be timely, likely or sufficient to deter Quexco from exercising market power. The

order required Quexco to divest GNB’s secondary smelter to Gopher Resources, Inc., or to

another Commission-approved buyer. The transaction was abandoned and the consent order

was subsequently withdrawn.

In SNIA S.p.A/COBE Cardiovascular, Inc.,51 the complaint alleged that the proposed

$260 million acquisition by SNIA S.p.A. of COBE Cardiovascular, Inc., and other assets from

Gambro AB would lessen competition in the market for the research, development,

manufacture and sale of heart-lung machines. According to the complaint, there are only four

suppliers of heart-lung machines in the United States, with COBE and SNIA being the largest

and third largest suppliers. Moreover, because of the time required to design and develop a

new machine, gain customer acceptance, obtain US Food and Drug Administration approval,

and develop a nationwide sales and service market, no new entry into the market is alleged to

be likely in the foreseeable future. Under the order, SNIA was required to divest COBE’s

heart-lung machine business to Baxter Healthcare Corporation.

In Provident Co., Inc./UNUM Corp.,52 the complaint alleged that the proposed $6.7

billion merger of Provident Companies, Inc., and UNUM Corporation would lessen

competition in the market for disability insurance sold to individuals by eliminating direct

competition between the companies and by increasing the likelihood of collusion in the relevant

market, and would lessen the incentive for the combined firm to continue to submit data to

independent entities that disseminate industry-wide actuarial information. According to the

complaint, Provident and UNUM are two of the leading providers of disability insurance sold

to individuals, and the merger of UNUM and Provident will control a large percentage of all

industry data used to make actuarial predictions on probable future claims in order to select

risks and price policies. The order required that the companies continue to submit individual

disability insurance data to an independent entity responsible for aggregating and disseminating

industry-wide actuarial information.

In Kroger Co./Fred Meyer Stores, Inc.,53 the complaint alleged that the proposed $12.5

billion acquisition by Kroger Co., of Fred Myer Stores, Inc., would lessen supermarket

Quexco Inc./Pacific Dunlop (consent order withdrawn and the transaction abandoned on July 14, 1999).

SNIA S.p.A./COBE Cardiovascular, Docket No. C-3889 (issued July 28, 1999).

UNUM Corp./Provident Companies, Docket No. C-3894 (issued September 3, 1999).

Kroger Co./Fred Meyer Stores, Inc., C-3917 (issued November 8, 1999).

competition in Arizona, Wyoming, and Utah and could result in higher prices or reduced

quality and selection for consumers. According to the complaint, Kroger and Fred Meyer

compete against each other in and near Prescott, Sierra Vista, and Yuma, Arizona; Green River

and Rock Springs, Wyoming; and Price, Utah. In Cheyenne, Wyoming, the complaint alleges

that Kroger is an actual potential competitor against Fred Meyer. Under the order, Kroger and

Fred Meyer were required to divest eight supermarkets in the seven communities.

In Albertson’s Inc./American Stores Co.,54 the complaint alleged that the proposed

acquisition by Albertson’s Inc., of American Stores Company would substantially lessen

supermarket competition in California, Nevada and New Mexico resulting in higher prices and

reduced services for consumers. According to the complaint, Albertson’s is the nation’s fourth

largest supermarket chain and American Stores is the second largest supermarket chain in the

US. Under the order, the companies were required to sell 104 Albertson’s supermarkets, 40

American Stores’supermarkets, three Albertson’s sites, and two American Stores’sites in 57

local markets in the three states.

In Shaw’s Supermarkets, Inc./Star Markets, Inc.,55 the complaint alleged that the

proposed acquisition by Shaw’s Supermarkets, Inc., of Star Markets, Inc., would substantially

lessen supermarket competition in the Greater Boston metropolitan area and could result in

higher prices or reduced quality and selection for consumers. According to the complaint,

Shaw’s and Star are direct competitors and compete against each other in and near the areas of

Waltham, Quincy-Dorchester, Norwood, Milford, Salem-Lynn, Norwell, Hudson-Stow, and

Saugus-Melrose-Stoneham. The order permitted the acquisition, but required Shaw’s to divest

10 supermarkets in eight communities.

In Kroger Co./John C. Groub Co.,56 the complaint alleged that the proposed

acquisition by Kroger Co., of John C. Groub would substantially lessen supermarket

competition in Indiana and could result in higher prices or reduced quality and selection for

consumers. According to the complaint, two Kroger supermarkets directly compete with four

Groub stores in Columbus and Madison, Indiana. In these markets, the acquisition allegedly

would increase concentration, and, as a result, decrease competition. Under the order, Kroger

and Groub were required to divest three supermarkets in Columbus and Madison, Indiana, to

Roundy’s, Inc., one of the largest food wholesalers in the US and an operator of companyowned supermarkets.

In Associated Octel Co. Limited/Oboadler Co. Limited,57 the complaint alleged that the

proposed acquisition by Associated Octel Company Limited of Oboadler Company Limited

Albertson’s/American Stores, File No. 981 0339 (accepted for comment June 21, 1999).

Shaw’s Supermarkets, Inc./Star Markets, Inc., Docket No. C-3934 (issued April 7, 2000).

Kroger Co./John C. Groub Company, Docket No.C- 3905 (issued November 8, 1999).

Associated Octel/Oboadler Company, Docket No. C-3913 (issued December 22, 1999).

could lessen competition and raise the price of lead antiknock compounds. According to the

complaint, the market for the manufacture and sale of lead antiknock compounds is highly

concentrated, and Octel and Oboadler are two of only three firms in the world that

manufacture them. Under the order, Octel was required to enter a long-term supply agreement

with Allchem Industries Inc. (“Allchem”), Oboadler’s US distributor, to provide Allchem’s

requirements for lead antiknock compounds for resale in the US. Octel was required to supply

the product to Allchem for 15 years.

In Ceridian Corp./NTS Corporation/Trendar Corp.,58 the complaint alleged that

Ceridian Corporation’s acquisitions of NTS Corporation and Trendar Corporation gave

Comdata Holdings Corporation, a Ceridian subsidiary, the power to control entry into, and

expansion by existing providers in, both the market to provide trucking fleet cards and the

systems used to read them at truck stops throughout the United States. According to the

complaint, at the time that they were acquired, NTS was Comdata’s most significant

competitor in the fleet card market and Trendar owned the dominant point-of-sale system by

which truck stops accept fleet card transactions. With a dominant market share in both

markets, Comdata allegedly would be able to control whether new firms can enter and succeed

in either the fuel purchase desk automation system business or the trucking fleet card business.

Similarly, because Comdata controls the dominant means by which fleet cards are processed, a

new firm seeking to provide fleet card services allegedly would have to gain access to the

Trendar system in order to be successful. To prevent Comdata from using its dominant

position to limit existing and new competition for trucking fleet cards and fuel desk automation

systems under the order, the order required Ceridian to grant licenses to other providers of

these systems to process transactions using its fleet cards and also grant licenses to other fleet

card issuers that want to process their cards through the company’s Trendar system.

Ceridian Corp./NTS/Trendar, Docket No. C-3944 (issued April 6, 2000).

ONGOING REASSESSMENT OF THE EFFECTS OF THE PREMERGER

NOTIFICATION PROGRAM

The Commission continually reviews the impact of the premerger notification program

on the business community and antitrust enforcement. Although a complete assessment is not

possible in this limited report, a few observations can be made.

As indicated in past annual reports, the HSR program ensures that virtually all

significant mergers or acquisitions that affect American consumers in the United States will be

reviewed by the antitrust agencies prior to consummation. The agencies generally have the

opportunity to challenge unlawful transactions before they occur, thus avoiding the problem of

constructing effective post-acquisition relief. Thus, HSR is doing what Congress intended,

giving the government the opportunity to investigate and challenge mergers that are likely to

harm consumers before injury can arise. Prior to the premerger notification program,

businesses could, and frequently did, consummate transactions that raised significant antitrust

concerns before the antitrust agencies had the opportunity to adequately consider their

competitive effects. The enforcement agencies were forced to pursue lengthy post-acquisition

litigation, during the course of which harm from the consummated transaction continued (and

afterwards as well, where achievement of effective post-acquisition relief was not practicable).

Because the premerger notification program requires reporting before consummation, this

problem has been significantly reduced.

Although highly effective, the HSR program has periodically prompted expressions of

concern from the business and legal communities that the program maybe overreaching, that

the reporting thresholds may be too low, or that the process may cause delay. Cognizant of

these concerns, the enforcement agencies continue to seek ways to speed up the review

process and reduce burdens for companies. The agencies are continuing their ongoing review

of the HSR program in order to make it as minimally burdensome as possible without

compromising the prompt and effective relief intended to result from the HSR program.

List of Appendices

Appendix A -

Summary of Transactions, Fiscal Years 1990 - 1999

Appendix B -

Number of Transactions Reported and Filings Received by Month

for Fiscal Years 1990 - 1999.

List of Exhibits

Exhibit A -

Statistical Tables for Fiscal Year 1999, Presenting Data Profiling

Hart-Scott-Rodino Premerger Notification Filings and Enforcement

Interest

Appendix A

Summary of Transactions

Fiscal Years 1990 - 1999

Appendix B

Number of Transactions Reported

And

Filings Received by Month

for

Fiscal Years 1990 - 1999

Exhibit A

Statistical Tables

for

Fiscal Year 1999

Data Profiling Hart-Scott-Rodino Premerger

Notification Filings and Enforcement Interest

Appendix A

Summary of Transaction by Fiscal Year

Transactions Reported

Filings Received

Adjusted Transactions In

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2,262

1,529

1,589

1,846

2,305

2,816

3,087

3,702

4,728

4,642

6,001

7,199

9,264

9,151

4,272

2,914

3,030

3,559

4,403

5,439

1,955

1,376

1,451

1,745

2,128

2,612

2,864

3,438

4,575

4,340

101

122

125

113

2.8%

2.4%

1.8%

2.3%

2.2%

1.3%

1.0%

1.7%

2.3%

1.2%

1.8%

1.3%

1.6%

2.2%

1.7%

1.6%

1,975

1,321

1,403

1,689

2,081

2,471

2,861

3,363

4,323

4,110

1,299

907

1,020

1,201

1,508

1,869

2,044

2,513

3,234

3,103

676

414

383

448

573

602

817

850

1,089

1,007

Which A Second Request

Could Have Been Issued3

Investigations in Which

Second Requests Were Issued

FTC4

DOJ

Percent

Transactions Involving a Request

For Early Termination6

Granted

Not Granted

Usually, two filings are received, one from the acquiring person and one from the acquired person when a transaction is reported. Only one application is

received when an acquiring party files for an exemption under sections 7A(c) (6) or (c) (8) of the Clayton Act.

In previous years the total filings received were reported as 5,410. The correct number is 5,439.

These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information. These

include (1) incomplete transactions (only one party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of sections 7 A (c) (6) and

7A (c) (8) of the Act; and (3) transactions which were found to be non-reportable. In addition, where a party filed more than one notification in the same year to acquire

voting stock of the same corporation, e.g., filing for the 15% threshold and after filing for the 25% threshold, only a single consolidation transaction has been counted

because, as a practical matter, the agencies do not issue more than one Second Request in such a case. These statistics also omit from the total number of transactions

reported secondary acquisitions filed pursuant to 801.4 of the premerger notification rules. Secondary acquisitions have been deducted in order to be consistent with the

statistics presented in most of the prior annual reports.

These statistics are based on the date the second request was issued and not the date the investigation was opened.

Second Requests investigations are a percentage of the Total number of adjusted transactions.

These statistics are based on the date of the H-S-R filing and not the date action was taken on request.

Appendix B

Table 1. Number of Transactions Reported by Months for the Fiscal Years 1990 - 1999

October

November

December

1990

267

371

139

1991

148

198

121

1992

140

180

155

1993

163

184

160

1994

184

221

222

1995

273

309

216

1996

238

273

249

1997

296

332

267

1998

424

387

426

1999

333

359

394

January

February

March

160

138

179

113

135

100

110

149

156

149

167

180

170

229

238

231

277

263

250

315

306

336

392

282

330

427

April

May

June

168

187

182

120

130

122

129

142

116

131

155

151

167

220

182

177

281

252

304

253

302

328

319

384

401

442

364

438

445

July

August

September

156

163

152

130

156

154

124

130

172

204

167

208

226

203

225

237

267

265

264

243

389

318

323

435

427

368

444

434

392

2262

1529

1589

1846

2305

2816

3087

3702

4728

4642

TOTAL

Appendix B

Table 2. Number of Filings Received1 by Month for Fiscal Years 1990 - 1999

October

November

December

1990

489

693

289

1991

270

376

236

1992

253

326

316

1993

297

341

325

1994

332

428

427

1995

505

614

419

1996

450

520

474

1997

561

636

521

1998

818

749

836

1999

662

686

785

January

February

March

298

269

343

184

180

216

194

165

255

188

239

263

293

295

326

360

326

432

445

480

528

514

483

614

650

766

548

658

828

April

May

June

306

351

349

223

253

228

244

268

233

251

301

311

321

421

362

350

534

496

498

584

502

599

640

620

763

787

862

719

851

884

July

August

September

288

315

282

235

319

194

286

227

263

327

393

323

380

431

387

439

455

509

515

490

759

617

635

851

844

724

887

885

758

4,272

2,914

3,030

3,559

4,403

5,439

6,001

7,199

9,264

9,151

TOTAL

TABLE I

FISCAL YEAR 19991

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)2

TRANSACTION RANGE HSR TRANSACTIONS

($MILLIONS)

NUMBER PERCENT5

CLEARANCE GRANTED TO FTC OR DOJ

LESS THAN 15

15 UP TO 25

25 TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

158

912

1,093

801

325

180

205

185

208

273

3.6%

21.0%

25.2%

18.5%

7.5%

4.1%

4.7%

4.3%

4.8%

6.3%

NUMBER

FTC

DOJ

ALL TRANSACTIONS

4,340

100.0%

218

173

PERCENT6

FTC

DOJ

3.2%

0.0%

2.3%

2.1%

4.1%

3.1%

4.7%

4.2%

5.8%

7.2%

6.1%

7.8%

5.4%

8.1%

6.5%

10.1%

4.8%

9.2%

8.4%

5.0%

4.0%

SECOND REQUEST INVESTIGATIONS3

TOTAL

3.2%

4.4%

7.2%

9.0%

11.7%

13.3%

13.2%

14.6%

14.9%

17.6%

NUMBER

FTC

DOJ

PERCENT6

FTC

DOJ

0.0% 0.0%

0.1% 0.3%

0.2% 1.0%

0.9% 1.4%

0.3% 0.9%

0.6% 1.7%

2.4% 2.0%

1.1% 3.2%

2.4% 1.4%

7.7% 8.8%

TOTAL

0.0%

0.4%

1.2%

2.3%

1.2%

2.3%

4.4%

4.3%

3.8%

16.5%

9.0%

1.0%

2.6%

1.6%

TABLE II

FISCAL YEAR 19991

ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)

TRANSACTION RANGE

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

($MILLIONS)

LESS THAN 15

LESS THAN 25

LESS THAN 50

LESS THAN 100

LESS THAN 150

LESS THAN 200

LESS THAN 300

LESS THAN 500

LESS THAN 1000

ALL TRANSACTIONS

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES GRANTED

3.6%

24.7%

49.7%

68.1%

75.6%

79.7%

84.5%

88.7%

93.5%

FTC

109

128

141

157

172

193

FTC

1.3%

6.6%

18.2%

27.9%

32.7%

36.1%

40.2%

44.0%

49.4%

DOJ

0.0%

4.9%

13.0%

21.0%

25.6%

28.4%

30.7%

33.8%

37.1%

TOTAL

1.2%

10.8%

29.4%

46.0%

54.9%

60.7%

66.7%

73.3%

81.4%

100.0%

218

173 55.8%

44.2%

100.0%

NUMBER4

PERCENT

158

1,070

2,157

2,956

3,281

3,461

3,666

3,851

4,059

4,340

DOJ

100

111

120

132

145

SECOND REQUEST INVESTIGATIONS

PERCENT OF TOTAL NUMBER

NUMBER

SECOND REQUEST

INVESTIGATIONS

FTC DOJ

FTC

DOJ

TOTAL

0.0%

0.9%

2.7%

3.6%

5.4%

12.6%

18.0%

9.9%

22.5%

32.4%

13.5%

25.2%

38.7%

14.4%

27.9%

42.3%

19.8%

30.6%

50.5%

22.5%

36.0%

58.6%

27.9%

37.8%

65.8%

39.8%

60.2%

100.0%

TABLE III

FISCAL YEAR 19991

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

TRANSACTION RANGE

CLEARANCE GRANTED

($MILLIONS)

TO AGENCY

TOTAL NUMBER OF

TRANSATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL FTC

DOJ

TOTAL NUMBER OF

CLEARANCES GRANTED

FTC

DOJ

TOTAL

LESS THAN 15

15 UP TO 25

25 UP TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

0.1%

0.5%

1.0%

0.9%

0.4%

0.3%

0.4%

0.3%

0.5%

0.6%

0.0%

0.4%

0.8%

0.4%

0.3%

0.2%

0.5%

0.1%

0.9%

1.8%

1.7%

0.9%

0.6%

0.7%

1.1%

2.3%

9.6%

20.6%

17.4%

8.7%

6.0%

7.3%

6.9%

9.6%

11.5%

0.0%

11.0%

19.7%

11.0%

6.4%

6.9%

5.8%

13.3%

1.3%

5.4%

11.5%

9.7%

4.9%

3.3%

4.1%

3.8%

5.4%

6.4%

0.0%

4.9%

8.7%

4.9%

2.8%

3.1%

2.6%

5.9%

1.3%

10.2%

20.2%

18.4%

9.7%

6.1%

6.9%

7.9%

12.3%

ALL CLEARANCES

218

173

391

5.0%

4.0%

9.0%

100.0%

55.8%

44.2%

100.0%

TABLE IV

FISCAL YEAR 19991

INVESTIGATIONS IN WHICH SECOND REQUESTS WERE ISSUED

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

TRANSACTION RANGE INVESTIGATIONS IN WHICH

($MILLIONS)

SECOND REQUEST

WERE ISSUED3

LESS THAN 15

15 UP to 25

25 to 50

50 UP to 100

100 UP to 150

150 UP to 200

200 UP to 300

300 UP to 500

500 UP to 1000

1000 AND UP

ALL TRANSACTIONS

TOTAL NUMBER OF

TRANSACTIONS

DOJ

TOTAL

FTC

DOJ

TOTAL

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

0.0%

0.2%

0.0%

0.1%

0.0%

0.1%

0.5%

0.0%

0.1%

0.3%

0.1%

0.6%

0.0%

0.1%

0.3%

0.5%

0.1%

0.2%

0.1%

0.2%

1.1%

0.0%

0.1%

0.2%

0.9%

0.3%

0.6%

2.4%

1.1%

2.4%

7.7%

0.0%

0.5%

1.1%

0.9%

1.1%

2.0%

2.2%

1.4%

8.8%

0.0%

0.7%

1.3%

2.0%

1.2%

1.7%

4.4%

3.2%

3.8%

16.5%

0.0%

0.9%

1.8%

6.2%

0.9%

4.4%

1.8%

4.4%

18.6%

0.0%

2.7%

9.7%

2.7%

3.5%

5.3%

2.7%

21.2%

0.0%

3.5%

11.5%

15.9%

3.6%

7.9%

7.1%

39.8%

113

1.0%

1.6%

2.6%

1.6%

3.2%

39.8%

60.2%

100.0%

FTC

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP7

FTC

DOJ

TOTAL

TABLE V

FISCAL YEAR 19991

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD

CLEARANCE GRANTED TO FTC OR DOJSECOND REQUEST INVESTIGATIONS

PERCENTAGE OF

NUMBER

THRESHOLD GROUP

FTC DOJ FTC DOJ

TOTAL

FTC DOJ FTC DOJ

TOTAL

NUMBER

PERCENT

$15 MILLION

15%

25%

50%

ASSETS ONLY

205

109

216

2,186

1,624

4.7%

2.5%

5.0%

50.4%

37.4%

123

102

1.5%

2.8%

1.9%

5.6%

5.2%

0.5%

1.8%

2.8%

4.7%

3.8%

2.0%

4.6%

10.3%

9.1%

0.0%

1.9%

1.8%

0.1%

0.0%

0.9%

1.8%

1.4%

0.0%

0.9%

2.8%

3.6%

1.5%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

1.0%

1.6%

2.6%

TABLE VI

FISCAL YEAR 1999

TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($ MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF

NUMBER

ASSET RANGE GROUP

SECOND REQUEST INVESTIGATIONS

PERCENTAGE OF

NUMBER

ASSET RANGE GROUP

FTC

DOJ

FTC DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 15

15 UP TO 25

25 UP TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

171

123

226

255

199

232

330

463

2,280

3.9%

1.3%

2.8%

5.2%

5.9%

4.6%

5.3%

7.6%

10.7%

52.5%

150

124

0.6%

0.0%

0.8%

3.1%

2.4%

5.0%

3.4%

4.2%

4.5%

6.6%

1.2%

0.0%

1.6%

4.0%

2.0%

3.5%

1.7%

3.0%

2.2%

5.4%

1.8%

0.0%

2.4%

7.1%

4.3%

8.5%

5.2%

7.3%

6.7%

12.0%

0.6%

0.0%

0.8%

0.0%

0.4%

0.3%

0.6%

1.7%

0.6%

0.0%

1.6%

0.4%

1.5%

0.9%

1.1%

2.2%

1.2%

0.0%

2.4%

0.4%

1.5%

1.3%

1.2%

1.7%

3.9%

ASSETS NOT

AVAILABLE8

0.1%

0.0% 0.0%

0.0%

4,340

100.0%

218

173

5.0% 4.0%

9.0%

1.0%

1.6%

2.6%

ALL TRANSACTIONS

TABLE VII

FISCAL YEAR 19991

TRANSACTIONS BY SALES OF ACQUIRING PERSON

SALES RANGE

($ MILLIONS)

HSR TRANSACTIONS

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

SECOND REQUEST INVESTIGATIONS3

NUMBER

PERCENTAGE OF

SALES RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 15

15 UP TO 25

25 UP TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

284

148

230

235

217

212

301

455

2,168

6.5%

2.1%

3.4%

5.3%

5.4%

5.0%

4.9%

6.9%

10.5%

50.0%

143

119

0.0%

0.5%

3.2%

2.3%

4.1%

6.9%

7.3%

9.6%

65.6%

1.7%

1.2%

0.6%

5.2%

2.9%

5.2%

2.9%

6.9%

4.6%

68.8%

1.7%

1.6%

1.0%

8.4%

5.2%

9.3%

9.8%

14.3%

134.4%

0.0%

2.2%

0.0%

2.2%

0.0%

6.7%

4.4%

84.4%

0.0%

2.9%

1.5%

4.4%

5.9%

8.8%

73.5%

0.0%

0.1%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

1.0%

1.6%

2.6%

TABLE VIII

FISCAL YEAR 19991

TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES9

HSR TRANSACTIONS

ASSET RANGE

($ MILLIONS)

NUMBER PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

PERCENTAGE OF

NUMBER

ASSET RANGE GROUP

SECOND REQUEST INVESTIGATIONS3

PERCENTAGE OF

NUMBER

ASSET RANGE GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 15

15 UP TO 25

25 UP TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

869

650

773

552

234

165

186

229

214

433

20.0%

15.0%

17.8%

12.7%

5.4%

3.8%

4.3%

5.3%

4.9%

10.0%

2.5%

2.3%

5.4%

4.7%

8.5%

10.9%

7.0%

4.4%

5.6%

7.2%

1.3%

2.5%

3.8%

3.3%

9.4%

8.5%

5.4%

6.1%

3.7%

6.5%

3.8%

4.8%

9.2%

8.0%

17.9%

19.4%

12.4%

10.5%

9.3%

13.6%

0.5%

0.0%

0.3%

1.1%

1.3%

0.0%

2.7%

0.9%

1.4%

4.6%

1.4%

1.1%

1.2%

0.9%

1.7%

0.6%

0.5%

2.2%

0.9%

5.1%

1.9%

1.1%

1.4%

2.0%

3.0%

0.6%

3.2%

3.1%

2.3%

9.7%

ASSETS NOT AVAILABLE10

0.8%

25.7%

8.6%

34.3%

0.0%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

1.0%

1.6%

2.6%

TABLE IX

FISCAL YEAR 19991

TRANSACTIONS BY SALES OF ACQUIRED ENTITIES11

SALES RANGE

($ MILLIONS)

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT

PERCENTAGE OF

SALES RANGE GROUP

SECOND REQUEST

INVESTIGATIONS3

PERCENTAGE OF

NUMBER

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC DOJ

TOTAL

LESS THAN 15

15 UP TO 25

25 UP TO 50

50 UP TO 100

100 UP TO 150

150 UP TO 200

200 UP TO 300

300 UP TO 500

500 UP TO 1000

1000 AND UP

772

398

807

720

371

208

225

218

205

356

17.8%

9.2%

18.6%

16.6%

8.5%

4.8%

5.2%

5.0%

4.7%

8.2%

4.5%

3.0%

4.1%

4.4%

4.6%

5.3%

9.8%

7.8%

3.4%

9.0%

2.8%

2.5%

3.7%

2.4%

3.8%

6.7%

4.4%

6.0%

6.3%

5.9%

7.4%

5.5%

7.8%

6.8%

8.4%

12.0%

14.2%

13.8%

9.8%

14.9%

0.1%

0.3%

0.0%

0.4%

0.0%

0.5%

2.7%

2.8%

1.5%

6.7%

2.7%

0.8%

0.7%

0.6%

0.8%

2.4%

1.8%

1.4%

4.9%

2.5%

2.8%

1.1%

0.7%

1.0%

0.8%

2.9%

4.5%

4.1%

6.3%

9.3%

SALES NOT AVAILABLE12

1.4%

0.2%

1.6%

0.0% 0.0%

0.0%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

1.0% 1.6%

2.6%

TABLE X

FISCAL YEAR 19991

INDUSTRY GROUP OF ACQUIRING PERSONS

2-DIGIT

SIC

CODE13

PERCENT

CHANGE

CLEARANCE GRANTED

OF TOTAL FROM FY 9814

TO FTC OR DOJ

INDUSTRY DESCRIPTION

NUMBER4

Agricultural Production - Crops

Agricultural Production Livestock and Animal Specialties

Agricultural Services

Forestry

Metal Mining

Coal Mining

Oil and Gas Extraction

Mining and Quarrying of

Nonmetallic Minerals, Except Fuels

Building Construction – General

Contractors and Operative

Builders

Heavy Construction Other Than

Building Construction Contractors

Construction - Special Grade

Contractors

Food and Kindred Products

Tobacco Products

Textile Mill Products

Apparel and Other Finished

Products Made From Fabrics and

Similar Materials

0.0%

-0.1%

FTC

0.0%

0.2%

0.1%

0.9%

-0.1%

1.0%

0.1%

-0.1%

0.4%

1.0%

0.1%

0.4%

141

DOJ TOTAL

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

-0.1%

1.2%

3.2%

0.5%

-0.3%

-0.1%

-0.3%

0.4%

-0.1%

2-DIGIT

SIC

CODE13

INDUSTRY DESCRIPTION

Lumber and Wood Products,

Except Furniture

Furniture and Fixtures

Paper and Allied Products

Printing, Publishing and Allied

Industries

Chemicals and Allied Products

Petroleum Refining and Related

Industries

Rubber and Misc. Plastics Products

Leather and Leather Products

Stone, Clay, Glass and Concrete

Products

Primary Metal Industries

PERCENT

CHANGE

CLEARANCE GRANTED

NUMBER4 OF TOTAL FROM FY 9814

TO FTC OR DOJ

FTC

DOJ TOTAL

SECOND REQUEST

INVESIGATIONS3

FTC

DOJ

TOTAL

0.8%

0.4%

1.0%

-0.1%

-0.3%

126

167

2.9%

3.8%

-1.1%

-0.2%

108

0.3%

2.5%

0.0%

-0.2%

0.2%

0.8%

1.5%

0.2%

0.3%

Fabricated Metal Products, Except

Machinery and Transportation

Equipment

1.8%

-0.7%

Industrial and Commercial

Machinery and Computer

Equipment

154

3.5%

-0.3%

Electronic and Other Electrical

Equipment and Components,

Except Computer Equipment

Transportation Equipment

189

107

4.4%

2.5%

0.6%

0.3%

108

2.5%

0.3%

0.0%

-0.2%

-0.1%

0.1%

0.8%

0.4%

0.3%

0.1%

Measuring, Analyzing and

Controlling Instruments;

Photographic, Medical and Optical

Goods; Watches and Clocks

Miscellaneous Manufacturing

Industries

Railroad Transportation

Local and Suburban Transit and

Interurban Highway Passenger

Transportation

Motor Freight Transportation and

Warehousing

Water Transportation

2-DIGIT

SIC

CODE13

PERCENT

CHANGE

CLEARANCE GRANTED

NUMBER4 OF TOTAL FROM FY 9814

TO FTC OR DOJ

FTC

DOJ TOTAL

0.4%

Transportation by Air

0.4%

0.3%

Pipelines, Except Natural Gas

0.3%

-0.2%

Transportation Services

370

8.5%

1.0%

Communications

161

3.7%

Electric, Gas and Sanitary Services

241

5.6%

Wholesale Trade - Durable Goods

Wholesale Trade - Nondurable

144

3.3%

-0.2%

Goods

Building Materials, Hardware,

Garden Supply, and Mobile Home

Dealers

0.2%

-0.2%

General Merchandise Stores

0.8%

Food Stores

Automotive Dealers and Gasoline

103

2.4%

-0.1%

Service Stations

0.3%

0.1%

Apparel and Accessory Stores

Home Furniture, Furnishings and

0.2%

Equipment Stores

0.7%

-0.3%

Eating and Drinking Places

1.7%

0.2%

Miscellaneous Retail

1.3%

0.6%

Depository Institutions

1.4%

-0.3%

Nondepository Credit Institutions

Security and Commodity Brokers,

1.2%

Dealers, Exchanges and Services

109

2.5%

-1%

Insurance Carriers

Insurance Agents, Brokers and

0.8%

0.4%

Service

0.5%

-0.2%

Real Estate

Holding and Other Investment

227

5.2%

2.0%

Offices

Hotels, Rooming Houses, Camps,

0.4%

and Other Lodging Places

0.2%

-0.1%

Personal Services

397

9.1%

0.8%

Business Services

INDUSTRY DESCRIPTION

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

2-DIGIT

SIC

CODE13

INDUSTRY DESCRIPTION

Automotive Repair, Services and

Parking

Miscellaneous Repair Services

Motion Pictures

Amusement and Recreation

Services

Health Services

Legal Services

Educational Services

Social Services

Membership Organizations

Engineering, Accounting,

Research, Management and

Related Services

Miscellaneous Services

Administration of Human

Resource Programs

Administration of Environmental

Quality and Housing Programs

Nonclassificable Establishments

Not Available15

Diversified Ventures

ALL TRANSACTIONS

PERCENT

CHANGE

CLEARANCE GRANTED

NUMBER4 OF TOTAL FROM FY 9814

TO FTC OR DOJ

FTC

DOJ TOTAL

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

0.3%

0.1%

0.7%

-0.1%

0.2%

140

1.0%

3.2%

0.0%

0.2%

0.0%

-1.1%

-0.1%

0.1%

-0.1%

1.8%

0.0%

-0.4%

-0.1%

0.0%

-0.1%

130

0.0%

3.0%

0.1%

-0.1%

-0.4%

4,340

100.0%

218

173

391

113

TABLE XI

FISCAL YEAR 19991

INDUSTRY GROUP OF ACQUIRED ENTITIES

2-DIGIT

PERCENT

CLEARANCE

CHANGE

SIC

INDUSTRY DESCRIPTION NUMBER4

14 GRANTED TO FTC

FROM FY 98

CODE13

TOTAL

OR DOJ

FTC

Agricultural Production Crops

Agricultural Production –

Livestock and Animal

Specialties

Agricultural Services

Forestry

Metal Mining

Coal Mining

Oil and Gas Extraction

Mining and Quarrying of

Nonmetallic Minerals,

Except Fuels

Building Construction General Contractors and

Operative Builders

Heavy Construction other

than Building Construction Contractors

DOJ TOTAL

SECOND REQUEST

INVESTIGATIONS3

FTC

DOJ

TOTAL

NUMBER OF

2-DIGIT

INTRA-NDUSTRY

TRANSACTIONS16

0.1%

0.0%

0.1%

0.2%

0.1%

1.0%

-0.1%

0.1%

-0.2%

0.4%

-0.1%

0.1%

0.5%

2-DIGIT

CHANGE

CLEARANE GRANTED

SIC

INDUSTRY DESCRIPTION NUMBER4 PERCENT FOR FY

TO FTC OR DOJ

CODE

Construction - Special Grade

Contractors

Food and Kindred Products

Tobacco Products

Textile Mill Products

Apparel and Other Finished

Products Made from Fabrics

and Similar Materials

Lumber and Wood Products,

Except Furniture

Furniture and Fixtures

Paper and Allied Products

Printing, Publishing and

Allied Industries

Chemicals and Allied

Products

Petroleum Refining and

Related Industries

Rubber and Misc. Plastics

Products

Leather and Leather

Products

Stone, Clay, Glass and

Concrete Products

Primary Metal Industries

SECOND REQUST

INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NUMBER OF

2-DIGHT

INTRA-AGENCY

TRANSACTIONS16

131

1.4%

3.0%

0.1%

0.6%

-1.1%

-0.4%

-0.1%

119

0.4%

1.0%

0.4%

0.9%

-0.4%

-0.1%

-0.5%

121

2.8%

-0.5%

149

3.4%

121

0.3%

107

2.5%

-0.4%

0.0%

0.9%

1.4%

-0.3%

-0.1%

CHANGE

CLEARANCE

2-DIGIT SIC

PERCENT

INDSUTRY DESCRIPTION NUMBER4

FROM FY GRANTED TO FTC

CODE

OF TOTAL

9814

OR DOJ

FTC

Fabricated Metal Products,

Except Machinery and

Transportation Equipment

Industrial and Commercial

Machinery and Computer

Equipment

Electronic and Other

Electrical Equipment and

Components, Except

Computer Equipment

Transportation Equipment

Measuring, Analyzing and

Controlling Instruments;

Photographic, Medical and

Optical Goods; Watches and

Clocks

Miscellaneous

Manufacturing Industries

Railroad Transportation

Local and Suburban Transit

and Interurban Highway

Passenger Transportation

Motor Freight

Transportation and

Warehousing

SECOND REQUEST

INVESTIGATIONS3

DOJ TOTAL FTC

NUMBER OF

2-DIGIT

INTRA-AGENCY

TRANSACTIONS16

DOJ TOTAL

2.2%

-0.4%

136

3.1%

-0.8%

112

180

4.1%

2.0%

0.3%

0.1%

144

115

2.6%

0.3%

0.1%

-0.2%

0.1%

0.9%

-0.2%

2-DIGIT SIC

CODE13

FTC

DOJ

TOTAL

NUMBER OF

2-DIGIT

INTRA-INDUSTRY

TRANSACTIONS16

309

128

169

102

100

PERCENT

OF TOTAL

394

160

229

139

0.4%

0.3%

0.4%

9.1%

3.7%

5.3%

3.2%

0.2%

0.1%

0.9%

-0.3%

-0.4%

0.2%

110

2.5%

0.2%

1.0%

-0.1%

0.3%

0.9%

1.6%

0.7%

1.6%

0.2%

0.4%

0.2%

114

1.0%

2.6%

0.8%

0.5%

1.0%

0.1%

-0.8%

-0.2%

-0.3%

1.0%

INDUSTRY DESCRIPTION

Water Transportation

Transportation by Air

Pipelines, Except Natural Gas

Transportation Services

Communications

Electric, Gas and Sanitary Services

Wholesale Trade - Durable Goods

Wholesale Trade - Nondurable Goods

Building Materials, Hardware, Garden

Supply, and Mobile Home Dealers

General Merchandise Stores

Food Stores

Automotive Dealers and Gasoline

Service Stations

Apparel and Accessory Stores

Home Furniture, Furnishings and

Equipment Stores

Eating and Drinking Places

Miscellaneous Retail

Depository Institutions

Nondepository Credit Institutions

Security and Commodity Brokers,

Dealers, Exchanges and Services

Insurance Carriers

Insurance Agents, Brokers and Service

Real Estate

Holding and Other Investment Offices

CHANGE

CLEARANCE GRANTED

FROM

TO FTC OR DOJ

FY 98

FTC

DOJ TOTAL

0.1%

-0.1%

0.1%

-0.1%

0.9%

0.8%

1.6%

-0.1%

NUMBER4

SECOND REQUEST

INVESTIGATIONS3

2-DIGIT SIC

CODE13

INDUSTRY DESCRIPTION

Hotels, Rooming Houses, Camps, and

Other Lodging Places

Personal Services

Business Services

Automotive Repair, Services and

Parking

Miscellaneous Repair Services

Motion Pictures

Amusement and Recreation Services

Health Services

Educational Services

Social Services

Membership Organizations

Engineering, Accounting, Research,

Management and Related Services

Miscellaneous Services

Administration of Human Resource

Programs

Nonclassificable Establishments

Not Available

ALL TRANSACTIONS

NUMBER4

PERCENT

OF TOTAL

CHANGE

CLEARANCE GRANTED SECOND REQUEST

FROM

TO FTC OR DOJ

INVESTIGATIONS3

FY 98

FTC

DOJTOTAL FTC DOJ TOTAL

NUMBER OF

2-DIGIT

INTRA-INDUSTRY

TRANSACTIONS16

515

0.3%

11.9%

-0.2%

0.1%

2.4%

342

150

0.4%

0.1%

0.6%

1.3%

3.5%

0.2%

0.1%

-0.2%

-0.1%

0.3%

-0.9%

126

103

2.4%

0.1%

0.8%

159

0.0%

3.7%

-0.1%

0.4%

4,340

100.0%

218

173

391

113

3,082

Fiscal 1999 figures include transactions reported between October 1, 1998 and September 30, 1999.

The size of transaction is based on the aggregate total amount of voting securities and assets to be held by the acquiring person as a result of transaction and is taken from

the response TO Item 3(c) of the notification and report form.

Based on the date of the second request was issued.

During fiscal year 1999, 4642 transactions were reported under the Hart-Scott-Rodino premerger notification program. The smaller number of 4340 reflects adjustments to

eliminate the following types of transactions: (1) transactions reported under Section (c)(6) and Section (c)(8), (transactions involving certain regulated industries and

financial businesses); (2) transactions found to be non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4)

transactions withdrawn before the waiting period began. The table does not, however, exclude competing offers or multiple-party transactions (transactions involving two

or more acquiring persons).

Percentage of total transactions.

Percentage of transaction range group.

Percentages also appear in TABLE I.

This category includes transactions with newly formed acquiring persons and transactions withdrawn before staff could make a detailed analysis of the acquisition.

The assets of the acquired entity were taken from responses to Item 2(b)(i) (Assets to be Acquired) or from Items 4(a) or (b) (SEC documents and annual reports) of the

premerger notification and report form.

The assets were not available primarily because the acquired entity’s financial data was consolidated within its ultimate parent.

The sales of the acquired entity were taken from Items 4(a) and (b) (SEC documents and annual reports) or responses to Item 5 (dollar revenues) of the premerger

notification and report form.

Transactions in this category include acquisitions of newly formed corporations or corporate joint ventures from which no sales were generated, and acquisitions of assets,

which had produced no sales or revenues during the year prior TO filing the notification and report form.

2-digit SIC codes are part of the system of Standard Industrial Classification established by the United States Government Standard Classification Manual, 1987,

Executive Office of the President – Office of Management and Budget. The SIC groupings used in this table were determined from responses submitted by filing parties TO

Item 5 of the premerger notification and report form.

This number represents deviation in percentage points from Fiscal 1998 percentage.

This category includes transactions by newly formed entities.

The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired persons derived revenues in the same industry.

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.