# Federal Trade Commission (1999)

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## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## 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
1

See Appendix A.

2

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
2

See p. 8 infra.

3

See Appendix A.

4

www.ftc.gov/bc/hsr/

3

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,
5

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.

4

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.

6

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

7

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

8

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

9

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

10

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.

5

PERCENTAGE OF TRANSACTIONS RESULTING IN SECOND REQUEST
5.0%
4.5%

4.7%

4.5%

4.1%
3.8%

4.0%
3.5%

3.5%

3.5%

3.5%
3.0%
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.

6

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.

11

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).

7

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.

12

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).
13

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.
14

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.

8

2.

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.

15

64 Fed. Reg. 34804 (1999).

9

MERGER ENFORCEMENT ACTIVITY DURING FISCAL YEAR 199916
1.

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.
16

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.
17

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

10

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).
18

United States v. Northwest Airlines Corporation and Continental Airlines, Inc., C.V. No. 98-74611
(E.D. MI filed 10/23/98).
19

United States v. Chancellor Media Corporation and Kunz Company, C.V. No. 1:98CV02763 (D.D.C.
filed 11/12/98).
20

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).

11

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
21

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).
22

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).
23

United States v. AT&T Corporation and Tele-Communications, Inc., C.V. No: 1:98CV03170
(D.D.C.filed 12/30/98).

12

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.
24

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
24

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).
25

United States v. Central Parking Corporation and Allright Holdings, Inc., C.V. No. 99CV00652 (D.D.C.
filed 3/16/99).
26

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).

13

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.

27

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).
28

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).

14

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.

29

United States v. Capstar Broadcasting Corporation and Triathlon Broadcasting Company, C.V. No.
1:99CV001043 (D.D.C. filed 4/21/99).
30

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).
31

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).

15

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
32

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

5/7/99).
33

United States v. Computer Associates International, Inc. and Platinum Technology International, Inc.,
C.V. No. 1:99CV01318 (D.D.C. filed 5/25/99).
34

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).

16

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)
37

35

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).
36

United States v. Cargill, Incorporated and Continental Grain Company, C.V. No. 1:99CV01875 (D.D.C.
filed 7/8/99).
37

United States v. Allied Waste Industries, Inc. and Browning-Ferris Industries, Inc., C.V. No.
1:99CV01962 (D.D.C. filed 7/20/99).

17

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
38

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.
39

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.

18

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

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.

19

2.

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
41

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

42

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

43

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

20

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.
44

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

45

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

46

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

21

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.

47

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

48

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

49

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

22

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
50

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

51

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

52

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

53

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

23

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
54

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

55

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

56

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

57

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

24

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.

58

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

25

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.

26

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

1

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

2

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

89

64

44

71

73

101

99

122

125

113

55

33

26

40

46

58

36

45

46

45

2.8%

2.4%

1.8%

2.3%

2.2%

2.2%

1.3%

1.3%

1.0%

1.0%

34

31

18

31

27

43

63

77

79

68

1.7%

2.3%

1.2%

1.8%

1.3%

1.6%

2.2%

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

5

Percent

4

3

Transactions Involving a Request
For Early Termination6
Granted

5

Not Granted

1

5

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.
2
In previous years the total filings received were reported as 5,410. The correct number is 5,439.
3
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.
4
These statistics are based on the date the second request was issued and not the date the investigation was opened.
5
Second Requests investigations are a percentage of the Total number of adjusted transactions.
6
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

96
97
113

97
87
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

252
304
253

302
328
319

384
401
442

364
438
445

July
August
September

156
163
152

130
156
98

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

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
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)

4

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
5
0
21
19
45
34
38
34
19
19
13
11
16
11
15
12
21
10
25
23

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%
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
0
0
1
3
2
11
7
11
1
3
1
3
5
4
2
6
5
3
21
24

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%

45

1.0%

2.6%

68

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
5
26
71
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
0
19
51
82
100
111
120
132
145

SECOND REQUEST INVESTIGATIONS
PERCENT OF TOTAL NUMBER
OF
NUMBER
SECOND REQUEST
INVESTIGATIONS
FTC DOJ
FTC
DOJ
TOTAL
0
0
0.0%
0.0%
0.0%
1
3
0.9%
2.7%
3.6%
6
14
5.4%
12.6%
18.0%
11
25
9.9%
22.5%
32.4%
15
28
13.5%
25.2%
38.7%
16
31
14.4%
27.9%
42.3%
22
34
19.8%
30.6%
50.5%
25
40
22.5%
36.0%
58.6%
31
42
27.9%
37.8%
65.8%

45

68

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

5
21
45
38
19
13
16
15
21
25

0
19
34
34
19
11
11
12
10
23

5
40
79
72
38
24
27
27
31
48

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%
0.8%
0.4%
0.3%
0.3%
0.3%
0.2%
0.5%

0.1%
0.9%
1.8%
1.7%
0.9%
0.6%
0.6%
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%
19.7%
11.0%
6.4%
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%
8.7%
4.9%
2.8%
2.8%
3.1%
2.6%
5.9%

1.3%
10.2%
20.2%
18.4%
9.7%
6.1%
6.9%
6.9%
7.9%
12.3%

ALL CLEARANCES

218

173

391

5.0%

4.0%

9.0%

100.0%

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
1
2
7
1
1
5
2
5
21

0
3
11
11
3
3
4
6
3
24

0
4
13
18
4
4
9
8
8
45

0.0%
0.0%
0.0%
0.2%
0.0%
0.0%
0.1%
0.0%
0.1%
0.5%

0.0%
0.1%
0.3%
0.3%
0.1%
0.1%
0.1%
0.1%
0.1%
0.6%

0.0%
0.1%
0.3%
0.5%
0.1%
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%
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%
0.9%
4.4%
1.8%
4.4%
18.6%

0.0%
2.7%
9.7%
9.7%
2.7%
2.7%
3.5%
5.3%
2.7%
21.2%

0.0%
3.5%
11.5%
15.9%
3.6%
3.6%
7.9%
7.1%
7.1%
39.8%

68

113

1.0%

1.6%

2.6%

1.6%

1.6%

3.2%

39.8%

60.2%

100.0%

45

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
PERCENTAGE OF
NUMBER
NUMBER
THRESHOLD GROUP
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%

3
3
4
123
85

1
2
6
102
62

1.5%
2.8%
1.9%
5.6%
5.2%

0.5%
1.8%
2.8%
4.7%
3.8%

2.0%
4.6%
4.6%
10.3%
9.1%

0
0
4
39
2

0
1
2
40
23

0.0%
0.0%
1.9%
1.8%
0.1%

0.0%
0.9%
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%

45

68

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
56
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%

1
0
1
7
6
10
8
14
21
150

2
0
2
9
5
7
4
10
10
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%

1
0
1
0
0
0
1
1
3
38

1
0
2
1
1
3
2
3
5
50

0.6%
0.0%
0.8%
0.0%
0.0%
0.0%
0.4%
0.3%
0.6%
1.7%

0.6%
0.0%
1.6%
0.4%
0.4%
1.5%
0.9%
0.9%
1.1%
2.2%

1.2%
0.0%
2.4%
0.4%
0.4%
1.5%
1.3%
1.2%
1.7%
3.9%

ASSETS NOT
AVAILABLE8

5

0.1%

0

0

0.0% 0.0%

0.0%

0

0

0.0%

0.0%

0.0%

4,340

100.0%

218

173

5.0% 4.0%

9.0%

45

68

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
90
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%

0
1
1
7
5
9
15
16
21
143

3
2
1
9
5
9
5
12
8
119

0.0%
0.5%
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%
14.3%
134.4%

0
1
0
0
0
1
0
3
2
38

0
0
0
2
2
1
3
4
6
50

0.0%
2.2%
0.0%
0.0%
0.0%
2.2%
0.0%
6.7%
4.4%
84.4%

0.0%
0.0%
0.0%
2.9%
2.9%
1.5%
4.4%
5.9%
8.8%
73.5%

0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.1%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

45

68

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%

22
15
42
26
20
18
13
10
12
31

11
16
29
18
22
14
10
14
8
28

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%

4
0
2
6
3
0
5
2
3
20

12
7
9
5
4
1
1
5
2
22

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

35

0.8%

9

3

25.7%

8.6%

34.3%

0

0

0.0%

0.0%

0.0%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

45

68

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

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%

35
12
33
32
17
11
22
17
7
32

22
10
30
17
14
14
10
13
13
21

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%

1
1
0
3
0
1
6
6
3
24

21
3
6
4
3
5
4
3
10
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

60

1.4%

0

9

1.4%

0.2%

1.6%

0

0

0.0% 0.0%

0.0%

ALL TRANSACTIONS

4,340

100.0%

218

173

5.0%

4.0%

9.0%

45

68

1.0% 1.6%

2.6%

TABLE X
FISCAL YEAR 19991
INDUSTRY GROUP OF ACQUIRING PERSONS
2-DIGIT
SIC
CODE13
01
02
07
08
10
12
13
14
15

16

17
20
21
22
23

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

2

0.0%

-0.1%

FTC
0

1
1
2
7
4
37

0.0%
0.0%
0.0%
0.2%
0.1%
0.9%

-0.1%
1.0%
NC
0.1%
-0.1%
-0.1%

0
0
0
0
0
1

0
0
0
1
0
2

19

0.4%

1.0%

0

3

0.1%

NC

17

0.4%

51
141
21
21

16

DOJ TOTAL
0
0

SECOND REQUEST
INVESTIGATIONS3
FTC
0

DOJ
0

TOTAL
0

0
0
0
1
0
3

0
0
0
0
0
1

0
0
0
0
0
2

0
0
0
0
0
3

0

0

0

3

3

0

0

0

0

0

0

-0.1%

0

3

3

0

0

0

1.2%
3.2%
0.5%
0.5%

NC
-0.3%
-0.1%
-0.3%

0
3
1
1

1
11
0
3

1
14
1
4

0
1
0
0

0
2
0
0

0
4
0
0

0.4%

-0.1%

0

0

0

0

0

0

2-DIGIT
SIC
CODE13
24
25
26
27
28
29
30
31
32
33
34

35

36

37
38

39
40
41

42
44

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

33
17
44

0.8%
0.4%
1.0%

-0.1%
-0.1%
-0.3%

1
0
4

0
1
1

1
1
5

0
0
1

0
0
0

0
0
1

126
167

2.9%
3.8%

-1.1%
-0.2%

3
39

8
3

11
42

0
14

0
1

0
15

12
108
0

0.3%
2.5%
0.0%

-0.2%
0.2%
NC

0
9
0

1
2
0

1
11
0

2
0
0

0
0
0

2
0
0

35
65

0.8%
1.5%

0.2%
0.3%

4
0

3
12

7
12

1
0

1
6

2
6

Fabricated Metal Products, Except
Machinery and Transportation
Equipment

77

1.8%

-0.7%

11

4

15

1

1

2

Industrial and Commercial
Machinery and Computer
Equipment

154

3.5%

-0.3%

14

8

22

2

1

3

Electronic and Other Electrical
Equipment and Components,
Except Computer Equipment
Transportation Equipment

189
107

4.4%
2.5%

0.6%
0.3%

9
6

12
7

21
13

0
1

5
2

5
3

108

2.5%

NC

24

10

34

3

3

6

11
2

0.3%
0.0%

-0.2%
-0.1%

1
0

0
0

1
0

0
0

0
0

0
0

5

0.1%

NC

0

0

0

0

0

0

35
19

0.8%
0.4%

0.3%
0.1%

0
2

2
0

2
2

0
0

0
0

0
0

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
45
46
47
48
49
50
51
52

53
54
55
56
57
58
59
60
61
62
63
64
65
67
70
72
73

PERCENT
CHANGE
CLEARANCE GRANTED
NUMBER4 OF TOTAL FROM FY 9814
TO FTC OR DOJ
FTC
DOJ TOTAL
16
0.4%
NC
0
3
3
Transportation by Air
16
0.4%
0.3%
2
0
2
Pipelines, Except Natural Gas
15
0.3%
-0.2%
1
0
1
Transportation Services
370
8.5%
1.0%
7
18
25
Communications
161
3.7%
NC
6
17
23
Electric, Gas and Sanitary Services
241
5.6%
NC
10
9
19
Wholesale Trade - Durable Goods
Wholesale Trade - Nondurable
144
3.3%
-0.2%
7
3
10
Goods
Building Materials, Hardware,
Garden Supply, and Mobile Home
Dealers
10
0.2%
NC
0
0
0
8
0.2%
-0.2%
0
0
0
General Merchandise Stores
34
0.8%
NC
6
0
6
Food Stores
Automotive Dealers and Gasoline
103
2.4%
-0.1%
4
0
4
Service Stations
11
0.3%
0.1%
0
0
0
Apparel and Accessory Stores
Home Furniture, Furnishings and
10
0.2%
NC
0
0
0
Equipment Stores
32
0.7%
-0.3%
1
0
1
Eating and Drinking Places
74
1.7%
0.2%
4
1
5
Miscellaneous Retail
57
1.3%
0.6%
0
0
0
Depository Institutions
59
1.4%
-0.3%
0
0
0
Nondepository Credit Institutions
Security and Commodity Brokers,
53
1.2%
NC
1
1
2
Dealers, Exchanges and Services
109
2.5%
-1%
2
0
2
Insurance Carriers
Insurance Agents, Brokers and
34
0.8%
0.4%
0
0
0
Service
20
0.5%
-0.2%
0
0
0
Real Estate
Holding and Other Investment
227
5.2%
2.0%
1
0
1
Offices
Hotels, Rooming Houses, Camps,
18
0.4%
NC
0
0
0
and Other Lodging Places
8
0.2%
-0.1%
0
0
0
Personal Services
397
9.1%
0.8%
12
16
28
Business Services
INDUSTRY DESCRIPTION

SECOND REQUEST
INVESTIGATIONS3
FTC
DOJ
TOTAL
0
1
1
1
0
1
0
0
0
1
10
11
3
6
9
0
5
5
2

1

3

0
0
4

0
0
0

0
0
4

1
0

0
0

1
0

0
0
2
0
0

0
0
0
0
0

0
0
2
0
0

1
1

1
1

2
2

0
0

0
0

0
0

0

1

1

0
0
0

0
10
3

0
10
3

2-DIGIT
SIC
CODE13
75
76
78
79
80
81
82
83
86
87

89
94
95
99
00
DV

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

11
4
29

0.3%
0.1%
0.7%

-0.1%
NC
0.2%

0
0
0

2
0
1

2
0
1

0
0
0

3
0
0

3
0
0

42
140
1
8
7
2

1.0%
3.2%
0.0%
0.2%
0.2%
0.0%

NC
-1.1%
NC
-0.1%
0.1%
-0.1%

3
5
1
0
0
0

0
1
0
1
1

3
6
1
0
1
1

0
1
0
0
0
0

0
0
0
0
0
0

0
1
0
0
0
0

76
2

1.8%
0.0%

-0.4%
-0.1%

8
0

3
0

11
0

1
0

1
0

2
0

0

0.0%

-0.1%

0

0

0

0

0

0

1
0
130
3

0.0%
0.0%
3.0%
0.1%

NC
-0.1%
-0.4%
NC

0
0
3
1

0
0
1
0

0
0
4
1

0
0
0
0

0
0
0
0

0
0
0
0

4,340

100.0%

--

218

173

391

45

68

113

TABLE XI
FISCAL YEAR 19991
INDUSTRY GROUP OF ACQUIRED ENTITIES
2-DIGIT
PERCENT
CLEARANCE
CHANGE
SIC
INDUSTRY DESCRIPTION NUMBER4
OF
14 GRANTED TO FTC
FROM FY 98
CODE13
TOTAL
OR DOJ
FTC
01
02

07
08
10
12
13
14

15

16

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

4

0.1%

NC

0

0

0

0

0

0

2

1
3
3
8
3
44

0.0%
0.1%
0.1%
0.2%
0.1%
1.0%

-0.1%
NC
NC
0.1%
NC
-0.2%

0
0
0
0
0
1

0
0
0
1
0
2

0
0
0
1
0
3

0
0
0
0
0
2

0
0
0
0
0
2

0
0
0
0
0
4

1
1
2
5
2
33

17

0.4%

-0.1%

0

0

0

0

3

3

14

5

0.1%

NC

0

0

0

0

0

0

1

23

0.5%

NC

0

3

3

0

1

1

14

2-DIGIT
CHANGE
CLEARANE GRANTED
SIC
INDUSTRY DESCRIPTION NUMBER4 PERCENT FOR FY
TO FTC OR DOJ
13
14
CODE
98
17
20
21
22
23

24
25
26
27
28
29
30
31
32
33

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

61
131
6
24

1.4%
3.0%
0.1%
0.6%

-1.1%
-0.4%
NC
-0.1%

0
3
0
1

1
10
0
4

1
13
0
5

0
1
0
0

0
3
0
0

0
4
0
0

41
119
4
15

17

0.4%

NC

0

0

0

0

0

0

14

45
19
38

1.0%
0.4%
0.9%

-0.4%
-0.1%
-0.5%

1
0
6

0
1
1

1
1
7

0
0
1

0
0
0

0
0
1

14
28
16

121

2.8%

-0.5%

2

8

10

0

0

0

99

149

3.4%

NC

23

2

25

10

1

11

121

15

0.3%

NC

0

1

1

2

0

2

9

107

2.5%

-0.4%

9

1

10

0

0

0

81

1

0.0%

NC

0

0

0

0

0

0

0

38
61

0.9%
1.4%

-0.3%
-0.1%

3
0

3
12

6
12

1
0

1
6

2
6

30
48

CHANGE
CLEARANCE
2-DIGIT SIC
PERCENT
INDSUTRY DESCRIPTION NUMBER4
FROM FY GRANTED TO FTC
13
CODE
OF TOTAL
9814
OR DOJ
FTC
34

35

36

37
38

39
40
41

42

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

96

2.2%

-0.4%

15

3

18

1

0

1

58

136

3.1%

-0.8%

11

8

19

1

1

2

112

180
88

4.1%
2.0%

0.3%
0.1%

9
6

12
6

21
12

0
1

5
2

5
3

144
71

115

2.6%

0.3%

26

10

36

3

3

6

82

12
3

0.3%
0.1%

-0.2%
NC

1
0

0
0

1
0

0
0

0
0

0
0

7
1

6

0.1%

NC

0

0

0

0

0

0

2

37

0.9%

-0.2%

0

3

3

0

1

1

31

2-DIGIT SIC
CODE13
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
67

FTC
0
0
0
1
1
3
0
1

DOJ
0
2
0
0
11
4
2
1

TOTAL
0
2
0
1
12
7
2
2

NUMBER OF
2-DIGIT
INTRA-INDUSTRY
TRANSACTIONS16
15
12
13
11
309
128
169
102

0
0
7

2
0
3

0
0
0

2
0
3

7
4
31

0
0

4
0

1
0

0
0

1
0

100
6

0
1
3
0
0

0
0
1
0
0

0
1
4
0
0

0
0
1
0
0

0
0
0
0
0

0
0
1
0
0

8
29
42
21
45

0
2
1
0
3

1
0
0
0
1

1
2
1
0
4

1
2
0
0
0

1
1
0
0
0

2
3
0
0
0

29
97
21
13
18

PERCENT
OF TOTAL

17
19
14
18
394
160
229
139

0.4%
0.4%
0.3%
0.4%
9.1%
3.7%
5.3%
3.2%

9
5
41

0.2%
0.1%
0.9%

-0.3%
-0.4%
0.2%

0
0
7

0
0
0

110
10

2.5%
0.2%

1.0%
-0.1%

4
0

11
38
69
31
71

0.3%
0.9%
1.6%
0.7%
1.6%

NC
0.2%
0.4%
0.2%
NC

44
114
33
21
43

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
14
FY 98
FTC
DOJ TOTAL
0.1%
2
0
2
-0.1%
0
4
4
0.1%
2
0
2
-0.1%
1
0
1
0.9%
8
18
26
0.8%
6
15
21
1.6%
8
6
14
-0.1%
7
4
11

NUMBER4

SECOND REQUEST
INVESTIGATIONS3

2-DIGIT SIC
CODE13

70
72
73
75
76
78
79
80
82
83
86
87
89
94
99
00

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
14
FY 98
FTC

DOJTOTAL FTC DOJ TOTAL

NUMBER OF
2-DIGIT
INTRA-INDUSTRY
TRANSACTIONS16

11
13
515

0.3%
0.3%
11.9%

-0.2%
0.1%
2.4%

0
1
11

0
0
17

0
1
28

0
0
0

0
0
11

0
0
11

7
7
342

17
3
28
57
150
7
8
6

0.4%
0.1%
0.6%
1.3%
3.5%
0.2%
0.2%
0.1%

-0.2%
-0.2%
-0.1%
0.3%
-0.9%
NC
NC
NC

0
0
0
3
4
0
0
0

2
0
1
0
1
0
1
1

2
0
1
3
5
0
1
1

0
0
0
0
2
0
0
0

2
0
0
0
0
0
0
0

2
0
0
0
2
0
0
0

10
2
22
36
126
3
5
2

103
6

2.4%
0.1%

0.8%
NC

13
0

2
1

15
1

0
0

1
0

1
0

61
1

0
0
159

0.0%
0.0%
3.7%

-0.1%
NC
0.4%

0
0
14

0
0
5

0
0
19

0
0
4

0
0
3

0
0
7

0
0
6

4,340

100.0%

--

218

173

391

45

68

113

3,082

1

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.
3
Based on the date of the second request was issued.
4
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).
5
Percentage of total transactions.
6
Percentage of transaction range group.
7
Percentages also appear in TABLE I.
8
This category includes transactions with newly formed acquiring persons and transactions withdrawn before staff could make a detailed analysis of the acquisition.
9
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.
10
The assets were not available primarily because the acquired entity’s financial data was consolidated within its ultimate parent.
11
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.
12
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.
13
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.
14
This number represents deviation in percentage points from Fiscal 1998 percentage.
15
This category includes transactions by newly formed entities.
16
The intra-industry transactions column identifies the number of acquisitions in which both the acquiring and acquired persons derived revenues in the same industry.
2

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A4cd46cc41ae51dc8. Public record. Not legal advice.