f"EOERAL TRAOE COMMISSION (1982)

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f"EOERAL TRAOE COMMISSION

WASHINGTON. D. c.

zoseo

The Honorable Geor9e Bush

Presidene of the Senate

United Staees Senate

washin9eon, D.C. 20510

The Honorable Thomas P. O'Neill, Jr.

Speaker of the House of Represeneatives

Washingeon, D.C. 20515

SUBJECT:

~th Annua°i:Rep~eo Congress Pursuant to

Section 201 of the Hare-Scott-Rodino Antieruse

Improvements Act of 1976

Genelemen:

Seceion 201 of the Hare-Scott-Rodino Antitrust Improvements

Act of 1976, Pub. L. 94-435,· amended the Clayton Act by adding a

new Seceion 7A, 15 o.s.c. S lSa (hereinafter referred to as •ehe

Ace~).

Subseceion (j) of the Act provides as follows:

Beginning noe later than January l, 1978,

the Federal Trade Commission, wieh the

concurrence of ~he Assistane A~torney

General, shall annually report to the

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 any rules

promulgated pursuant thereto, and any

recommendations for revisions of this

section.

This is the sixth annual report to the Congress mandated by

subsection (~) of the Act.

In general, the Ace creates a mechanism under which persons

with sales ~r assets greater than a specified amount who intend

to make a stock or asset acquisition of a specified size or

larger must report their intentions to the Federal Trade

Commission and the Department of Justice. Thereafter, the

pareies muse wait a prescribed period of time, usually 30 days,

before consummaeing the eransaceion. The primary purpose of the

s~atueory scheme, as the legislative his~ory makes clear, is eo

provide ~he anti~rus~ enforcemen~ agencies wi~h a meaningful

opporeuni~y ~o review mergers and acquisitions of aubseantial

size before those eransaceions take place. If ei~her agency

believes ~ha~ a proposed transaccion may viola~e ehe aneierusc

•

laws, Section 7A(f) of the Act allows the agency to seek an

injunc~ion in federal district court to prohibit consummation of

the transaction. The ability of the anti trust agen·cies to make

.such a determination is enhanced by the provisions of Section

7A(e) cf the Act, which authorize either of the agencies to issue

a request for additional information or documentary material to

either· or both parties to a reported transaction. Such a request

must be issued during the initial waiting period and, in most

cases, has the effect of extending the period until 20 days after

the requesting agency receives all the requested information or

material.

Final rules governing implementation of the premerger

notification program·were promulgated by the Commission, with the

concurrence of the Assistant Attorney General, on July 31,

1978. l/ At the same time, a comprehensive Statement of Basis

and Purpose was published which contains a section-by-section

analysis of each provision of the rules and an item-by-item .

analysis of each item of the Premerger Notification and Report

Form. The program became effective on September 5, 1978.

Statistical Profile of the Premerger Notification Program

Attached to this report are two tables which provide a

statistical profile of the premerger·program based on slightly

more than four years of operation. Appendix A provides a

statistical compilation for each.of the five years in which the

program bas been in operation (September 5, 1978, through

December 31, 1982) in five categories: number of transactions

reported, number of filings received, number of requests for

aaditional information or documentary material (hereinafter

referred to as wsecond requestsw), and number of requests for

early termination received, granted, and denied. Appendix B

provides a month-by-month comparison of the number of filings

receivea and the number of transactions reported.for 1980 through

1982.

The statistics set out in these appendices illustrate ~hat

the number of transactions reported continues to increase.

Appendix A shows that the number of transactions reported in 1982

increased 5.6% from the number reported in 1981 (1083 in 1981 to

1144 in 1982) •. Despite this increase, the statistics indicate a

significant decrease in the number of second requests issued in

1982; 49 seeond requests were issued in 1982 while 81 were issued

in 1981. This decrease is part of a long-term decline in the

•3 Fed. Reg. 33450 (July 31, 1978). The rules also appear

in 16 C.F.R. Parts 801 ~hrough 803. For more background

information concerning the development of the rules and

operating procedures under the premerger notification

program, see the second and third annual reports covering

the years 1978 and 1979, respectively.

-2-

•

umber of second requeses issued as a percenta9e of reportable

(12.6' in 1979, 9.0t in 1980, 7.5, in 1981, and 4.3,

in 1982). As indicaeed below, .this downward trend a~y reflect a

beneficial deterrent impact of the premerger noeifica~ion

program. Because the program enables the enforcement agencies co

detect and challenge virtually all sizeable anticompe~itive

acquisi~ions, businesses may be increasingly avoiding

cransactions that approach the line of illegal.icy.

~ansaeeions

·The statistics also show that the number of transactions

involving requests for early termination continues co increase.

In 1982, early termination was requested in 254 transactions (174

transactions in 1981). This represents, as a percentage of'

reportable.transactions, a request rate of 22.2t, an increase

from the 1981 rate of 16.lt. The agencies grahted early

termination in 243 transactions in 1982. This is a significant

increase in the percentage of requests granted (82.2% in 1981 to

95.7% in 1982). As noted below, the increases in requests for

and grants of early termination reflected in ~hese statistics are

probably attributable to the recent change in dle agencies'

standard for granting early termination.

Recent Developments Relating to Premerger Notifica~ion Rules

ana Procedures

Paperwork Burden

On July 2, 1982, the Commission publish~d in ~he Federal

to reduce the paperwork burden imposed on companies required to

comply with the Act. The Notice presented, through eleven

statistical tables, a profile of Hart-Scott-Rodino premerger

notification filings and enforcement interes~ in 1981. The

Notice also set out four approaches to reducing burden about

which comments were specifically ·requested. The first proposal

considered raising the size of person or size of transaction

dollar reporting thresholds. The second asked whether separate

size of person or size of transaction thresholds should be

established for different industries taking ineo accoune ehe

nature of the markets affected. The third considered eliminating

the requirement thae pareies file an additional n~ification when

they increase eheir holdings of voting securi~ies from 15\ to

25%, and the lase suggeseion proposed allowing par~ies to

incorporaee by reference information and documents submitted wieh

previous filings.

Fed. Reg. 29182 (1982), Exhibit A.

-3-

Seven comments were received in response to the July 2, 1982

comments and is in the process of drafting proposed,rules which

would reduce paperwork burden. The rules are being drafted

pursuant to the rulemakin9 authority set out in Section

7(A) (d) (2) (B) of the Act. That subsection permits the agencies

to exempt from the notification requirements classes of ~rsons

or transactions which are not likely to violate the antitrust

laws.

~ederal

Formal Interpretations

On August 20, 1982, the Commission, with the concurrence

of the Assistant Attorney General of the Antitrust Division,

issued a formal interpretation under S 803.30(c) of the

rules • .1f The formal interpretation, concerning criteria for

granting early termination under the rules, superseded a formal

interpretation issued on April 10, 1979, which required that at

least one of the parties involved in a reportable transaction

demonstrate a special business reason that warranted early

termination of the waiting period. ~ After several years of

experience with the former interpretation, the agencies

determined that requests for early termination could be granted

in the absence of a showing of ··special business justification

without diminishing the effectiveness of the premerger program.

Once the agencies have determined that an acquisition does not

require immediate antitrust enforcement action, they no longer

have an interest in or desire to delay the transaction. In

addition, experience indicated that the agencies are not equipped

to evaluate the relative merits of the special business reasons

given by the parties in their requests for early termination.

Accordingly, the new standard, as set forth in the August 20,

1982 formal interpretation, no longer requires parties to set

forth the reason for their request. The new formal

interpretation states that the agencies normally will grant a

request for early termination if the parties to the transaction

have submitted all the information required and the agencies have

determined not to take any enforcement action during the waiting

period.

One of the seven comments included cen responses to a

questionnaire about the premerger notification program

which an attorney with a major corporation took upon

himself to send to several corporations and law firms.

~he

Section 7A(b) (2) of the Act and S 803.11 of the premerger

rules set forth a mechanism whereby the FTC with ~he

concurrence of the Assistant Attorney General may terminate

the waiting period required by the Act.

formal interpretation is attached as Exhibit B.

-4-

This change in policy may account for some of the

gnificant increase ove~ previous years in the number of

~~queits for early termination received and ~ranted during

1982. The effect of the new interpretation is evidenced in the

following table comparing the number of requests for early

termination of the waiting period received between September and

December of 1981 with the number of requests received during the

aame time period in 1982:

September

October

November

December

1981 y

1982

.,.

All requests for early termination of the waiting period received

between September l, 1982, and December 30, 1982, have been

granted. 11

Litigation

In March 1982, a civil action was filed in federal district

court against the Commission in a controversy involving the

administration of the premerger program. The case arose out of a

rather unique factual situation in which General Cinema

:orporation and Heublein, Inc., were attempting to purchase each

other's voting securities. General Cinema filed to acquire 49.9%

of the stock of Heublein on February 4, 1982. The applicable

waiting period was to expire on March 6, 1982. Heublein filed to

acquire 49.9% of the stock of General Cinema on March 3, 1982.

Heublein's waiting period was to expire April 2, 1982. In a

letter accompanying its filing, Heublein requested that its

waiting period be terminated as soon as possible but no later

than the date that General Cinema's waiting period to acquire

Heublein's stock expired. The Commission denied Heublein's

request because Heublein offered no adequate business reason why

it needed early termination.

Requests granted: 5 in Septemberr 13 in October; 21 in

and 16 in December.

November~

Three transactions had early termination requests pending

as of December 30, 1982.

-s-

On March 15, 1982, Heublein filed suit against ~he

_.:nnmission in the United States District Court for the District

of Connecticut. The same day, the judge entered an order

requiring the Commission to •cease to prevent Beuble!n, Inc. from

immediately acquiring up to 49.9t of the common stock of General

Cinema.•~/

The court held that there was no rational basis for

the comm"Tssion to require a •special business reason• from

companies requesting early termination and that if a company

presented a lawful business reason for its request, it was beyond

the Commission's authority not to grant early termi-nation if it

has determined that the acquisition would not lessen

competition. 1/

The Commission did not appeal the decision, and subsequently

issued the revised formal interpretation on the standards for

early termination discussed above.

Compliance

Prior reports to Congress have noted that the premerger

program has •been characterized by a high degree of cooperation

between the enforcement agencies and those subjee~ to the

Act.• 10/ The ~wo agencies frequently assist par~ies in

determTning whether transactions are subject to the notification

requfrements of the Act and advise them on how to prepare the

notification form. l1J

Compliance with the Act's filing requiremen~s is believed to

be very 9ood. This is evidenced by the fact that the agencies

have no~ brought any actions under Section 7A(g) (1) of the Act to

recover civil penalties for non-compliance. This is not to say

that the agencies have not observed transactions which they

believed may be in violation of the Act. When such transactions

come to the agencies' attention, letters are sent to the parties

to the transaction requesting an explanation of why the

notification requirements have not been met.

-8/

Heublein, Inc. v. Federal Trade Commission, Cv. B-82-284

(D. Conn. filed March 15, 1982), preliminary injunction

dated March 15, 1982.

Heublein, Inc. v. Federal Trade Commission, 539 F.Supp. 123

{D. Conn. 1982), Exhibit C.

Fifth Annual Report to Congress, page 8.

YTC's Premerger Notification Office which administers the

program receives approximately SO such inquiries daily.

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In one such transaceion this year, the Bureau of Compeeition

(•Bureau•) of ehe Federal Trade Commission concluded thae the

acquisieion was reportable bue decided, in the exercise of its

prosecutorial discretion, noe to recommend thae the Commission

refer the matter to the Deparcnene of Juseiee for a possible

civil penaley action. The maeeer involved an acquisition by an

•institueional investor,• O'Connor' Associates (•Associates•),

of votin9 securi eies of The Trane Company. ll/ Associates did

noe file because ie believed the transaceion was exempe from the

filing requirements under Section 7A(c) (9} of the Ace because the

acquisition was being made •solely for purposes of

investment.• 13/ The Bureau concluded, however,.thae the

transaction was noe exempt because ie was not made solely as a

passive investment.

The Bureau decided noe to recommend ehae a civil aceion for

penalties be sought because Associaees had made ehe acquisi~ion

in a good faith belief that it was noe in violation of the

Ace. Moreover, when notified of the violation, Associates a9reed

to comply wieh the noeificaeion requirements and to cease

purchasing additional voeing securities of Trane until the

expiraeion of. any applicable Bare-Scott-Rodino waiting

period. llf

The eerm •inseieueional investor• is used in S 802.64 of

ehe premerger rules. Associates fell within ehe exempeion

see foreh in S 802.64 and as such was entitled to make

certain purchases of Trane seock wiehoue filing a premerger

form so long as ehe purchases were made •solely for ehe

purpose of investment• as ehae eerm is used in ehe Ace and

che premer9er rules.

As used i-n ~ 802.64 and as defined in S 801.l of ehe

premerger rules.

See ~he leeeer from Thomas J. Campbell, Director, Bureau of

Competition, FTC, eo Michael N. Sohn, Esq., Arnold 'Porcer

(Auguse 19, 1982), Exhibie D. Associates' counsel a9reed

eo permie the Commission eo make ehis leeeer public. The

lecter was made public by The Trane Company when it

aceached ehe leeeer to a Schedule 130 ie filed vieh ~he

Securities and Exchange Commission on Au9use 20, 1982.

Anocher possible compliance problem arose in an unrelaeed

case ac ehe end of 1982 and bas noc yee been resolved.

-7-

~·erger

Enforcement Ac ti vi ty During 198 2 l l f

The Antitrust Division sought one preliminary injunction in

a merger case in 1982. The action challenged the. acquisition of

Means Services, Inc. by ARA Services, Inc • .!fl Before the court

ruled on the motion for a preliminary injunction, the case was

settled, as ARA agreed to divest the textile rental operations of

Means in Akron and Columbus, Ohio, and Huntington, West Virginia.

The Division filed eight complaints in merger ,cases. llJ

Four cases, United States v. Archer-Daniels-Midland Com anies,

United States v. Newe

ompan1es, nc., Unite

tates v. rl une

Company, and United States v. G. Heileman Brewing Company, are

still pending. United States v. Baldwin-United Core;ration was

settled when Baldwin agreed to divest itself of AMI , a

subsidiary whose mortgage guaranty insurance operation competed

with MGIC Investment Corporation, the acquired company. United

States v. American Brands, Inc. was settled when American Brands

.agreed to divest itself of the Ace Fastener Company Division of

Swingline Company. United States v. The Stroh Brewing Company

was settled when Stroh agreed to divest either the Winston-Salem

or Memphis plant it acquired in the merger with Jos. Schlit%

Brewing Company. Finally, in United States v. Virginia National

Bankshares, Inc., after a trial on the merits, United States

District Court Judge Glen Williams allowed the parties to merge.

The Sixth Annual Report covers the period from January l,

1982, through December 31, 1982.

United States v. ARA Services, Cv. C-2-82-436 (S.D. Ohio

filed April 26, 1982).

l1I

United States v. Archer-Daniels-Midland Companies, Cv. 8351-D (S.D. Iowa filed December 14, 1982); United States v.

c. Heil~man Brewing Company, Cv. No. 82-750 (D.Del. filed

November -22, 1982)# United States v. American Brands, Inc.,

Cv. 82-'CIV- 5020 (S.D.N.Y. filed Au9ust 2, 1982); United

States v. Newell Companies, Inc., Cv. N-82-305 {D. Conn.

filed June 14, 1982); United States v. Tribune Company, Cv.

No. 82-260-0RL-CIVR (M.D. Fla. filed May 26, 1982): United

States v. The Stroh Brewery Company, Cv. 82-1095 (D.D.C.

filed April 16, 1982: consent decree entered November 10,

1982): United States v. Baldwin-United Corporation,

Cv. C-1-82-179 (S.D. Ohio filed February 22, 1982: consent

decree entered on May 21, 1982): and United States v.

Virginia National Bankshares, Inc., Cv. No. 82-0083 (W.D.

Va. filed February 26, 1982}.

-s-

•

In addition, on five occasions, the Antitrust Division

informed parties to proposed transactions thae it vo~ld file an

antitrust suit challenging the transaction unless die parties

restructured the proposal to avoid competitive problems. ~_/

In each case, the parties either restructured the tranaact:Ton to

elimina~e areas of competitive overlap or did not consummate,

eliminating any need for legal action by the Antitrus~ Division.

Of the 23 investigations which involved the issuance of

second requests, one transaction was abandoned by the parties

after the Division issued the request for additio~al informa.eion.

Finally, the Division entered into consent decrees in three

merger cases in which complaints had been filed prior to

January l, 1982 • .!2.,1

The Commission sought one preliminary injunction during

calendar year 1982. The action was brought in an aeeempt to

block the $5.13 billion acquisieion of Cities Service Company by

the Gulf Oil Corporation. l.Q/ After the Com.mission obtained a

~emporary restraining order from the court, the acquisition was

abandoned before an administrative complaint: was formally issued.

Department of Justice Press Re.lease of September 10, 198 2,

involving the capital stock acquisition by Early California

Industry, Inc., of Pacific International Rice Mills, Inc.7

Department of Justice Press Release of August 6, 1982,

involving the capital stock acquisition by National Medical

Enterprises, Inc., of National Health Enterprises, Inc.7

Department of Justice Press Release of June 21, 1982,

involving American Sugar Division of Amstar Corporation's

proposed purchase of the •Jack Frost• trademark of the

National Sugar Refining Company; Department of Justice

Press Release of April 19, 1982, involving the capital

stock acquisition by Beverly Enterprise, Inc., of Mediplex;

and Department of Justice Press Release of March 15, 1982,

involving the capital stock acquisition by Anacomp, Inc.,

of D.S.I.,

United States v. Acorn Engineering Company, Cv. 80-3388 TEH

(N.D. Cal. filed August 19, 1980: consent decree entered

March 30, 1982); United States v. Hospieal Affiliates

International, Inc., Cv. ·so-3672 (E.D. La. filed September

25, 1980; consent decreed entered April 1, 1982); and

United States v. Beatrice Foods Co., Cv. 3-80-596 (D. Minn.

filed October 28, 1980; consent decree en~ered April 19,

1982).

FTC v. Gulf Oil Corporation, Civil Action No. 82-2131

(D.D.C. filed July 29, 1982).

-9-

'!'he Commission issued two administrative complaints during

1982. '!'he first complaint was issued against B. F. Goodrich 21/

challenging its acquisition of Diamond Shamrock Plastics

Corpora'tion: the second complaint challenged the 19.81 acquisition

by Hospital Corporation of America of Bospi~al Affiliates

International Inc. and Health Care Corporation, two hospital

chains, located in Tennessee. llJ Both cases are still pending

before· Administrative Law Judges.

In addition, consent agreements 11f and final orders l.!I

were issued by the Commission in five other cases.

In 1 of the 26 cases involving the issuance of second

requests, the parties abandoned the transaction after the

Commission issued requests for additional information.

Assessment of the ~f fects of the Premerger Notification Program

The impact of the premerger notification program on the

enforcemen't agencies and on the business community can be

assessed, in part, by ehe statistics of the number of

transactions, second requests, consen'ts an~ litigated eases.

It should be noted that the utility of ehe Act cannot be judged

solely on the number of injunctions obtained by the agencies

under its provisions. In order to evaluate fully the statistics

and the Act's impact on ehe antitrust enforcement process, some

additional observations are appropriate.

B. F. Goodrich, Docket 9159 (issued January S, 1982).

Hospital Corporation of America, Docket 9161 (issued

August 2, 1982).

FTC consent agreements accepted in 1982 include: Batus,

Inc. {accepted July 16, 1982): ConAgra, Inc. (accepted July

19, .19-82): and Canada Cement Lafarge L'td. (accepted August

23, 19.82·).

FTC final orders issued in 1982 include: Gifford-HillAmer ican, Inc., Docket C-3085 (issued February 23, 1982);

and General Electric Co., Docket C-3088 (issued May 5,

1982). It should be noted that the cases mentioned in this

report, al'though a matter of public record, were not

necessarily reportable under the premerger notification

program. Because of the Act's provisions regarding the ·

confidentiality of the information obtained pursuant to the

program, i~ would be inappropriaee to ideneify which cases

were initia~ed under the premer9er no~ificaeion program.

-10-

Firse, as indicated in previous reports, one of che Act's

imary objectives, eliminating the so-called •midnight merger,•

h4S been achieved.

The requirements imposed on persons co file

notification and observe a waiting period prior to consummation

largely eliminated this phenomenon. The Commission is confident

that ehe Act's notification requirements assure that virtually

all aignif icant mergers or acquisitions occurring in the Uniced

States will be reviewed by the antitrust agencies prio~ co the

consummation of the transaction. This provides the agencies with

the opportunity t~ challenge unlawful transactions prior to

consummation, thus avoiding the problem of constructing effective

post-acquisition relief.

;

Second, the information provided by the Notification and

Report Form and by the parties' responses to any second requests,

usually is sufficient for the enforcement agencies to make a

prompt de~ermination of che existence of any antitrust problems

raised by a eransaction. In addition, this year, as in previous

years, parties often have supplied i~£ormation voluntarily eo ehe

Commission and the Antitrust Division. This has resulted in

second requests which are focused and limited only to that

information necessary to che inquiry.

Third, the existence of ~he premerger notification program

also has made private industry more aware of the antitrust

consideracions raised by proposed transactions. The Commission

believes that the certainty of detection of ancitrust violacions

by the enforcement agencies resulting from the premer9er

notification program has deterred some firms from entering into

merger agreements which might violate the antitrust laws. Some

support for this belief can be found in the second requests

statistics previously discussed. The concinuing long-term

decline in the number of second requests issued by the agencies

(as a percencage of reportable transactions) may indicate thac,

due to the virtual certainty of detection, businesses are

avoiding cransaccions of questionable legality. In addition, the

premerger program, in conjunction with the Merger Guidelines and

the Statement of Federal Trade Commission Concerning Horizontal

Mergers, has facilitated business planning since it provides

business decision-makers with some certainty as to ~he type of

transaction which is unlikely to be challenged by the enforcement

agencies.

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Finally, th~ seaeistics show thae, in .the pas~ year, the

agencies have graneed requests for early termination more readily

and with greater frequency than in the early days of the

premerger notif icaeion program. The impact of the new formal

interpretation concerning early terminaeion of the waiting period

appears to be positive. It has worked well for the agencies and

has been received favorably by the business community.

The Assistant Attorney General of the Aneitrust Division has

indicated his concurrence with this annual report.

;

By direction of the Commission.

cc:

The Honorable Strom Thurmond

President Pro Tempore

United States Senate

Washington, O.C. 20510

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List: of Appendices

Appendix A

Summary of 1.rrans~~ions, 1978 - 1982.

Appendix B

Number of Filings Received and Transactions

Report:ed by Mon~h for the Years 1.980 - 1982.

List: of A~~achmen~s

Exhibit: A

Copy of ~he Reques~ for Comment:

Regarding Paperwork Burden

published Ju.ly 2, 1982, in the Federal

Regis'ter.

Exhibit: B

Formal In'terpre~a~ion issued

August: 20, 1982, concerning

early tennina'tion S'tandards.

Exhibit: C

Heublein, l~c. v. Federal Trade

Commission, 539 F. Supp~ 123

(D. Conn • .1982).

Exhibit: D

Le'tt:er from Thomas J. Campbell,

Director, Bureau of Compet:it:ion, to

Michael S?hn, ~ugust: 19, 1982.

•,

~ix A

,•

S\.lrltlaij' of Trans~CllS, 1978-1982

1978

1979

1980

(~.-Dec.)

(Jan.-oe:.)

(Jan.:i>ec. )

(J~.)

(Jm;:--Dec.)

355

868

824

1083

ll.44

4274

627

1818

1462

1900

19Sil

7761

109

.f 9

349

48 2/

331/

26 3/

23 4;

191

158

Early Termina'tion

llS

104

174

254

678

ran'te:3

ied

143

- 8

•'

:dons Reper~

> Received

.!/

1981

1982

~tal

:dons where

:ional

:madon was

?S~

:::u

of Trans~ions

1ving a Reques't

243 21

More t.han one filing may be received for a single

t.ransac'tion where t.here are mult.iple part.ies or where t.he

t.ransaction is comple'ted t.hrough several st.eps.

Each a-gency wit.hdrew reques'ts for addit.ional informa'tion in

one t.ransac'tion.

One t.ransact.ion was wit.hdrawn aft.er t.he issuance of second

reques'ts: one t.ransact.ion was wit.hdrawn aft.er ehe Commission

obt.ained a t.emporary rest.raining order from ehe court..

One t.r ansact.ion was wi t.'hdrawn aft.er ·t.he issuance of second

request.s.

Three t.ransac'tions had early t.erminat.ion request.s pending as

of 12/30/82.

-l

553

122

.. -...

~ix B

Nt.rnber of Filings Received.!/ and Trans!ctlcns

Jepor~

by M:xtt:h for

me Years 1980 - 1982 •

1991

ill!

.ill.Q.

Filings

TransaC"Cions Filings

TransaC"Cions Filings TransaC"Cions

!IY

105

134

144

larj

113

108

104

103

145

181

105

108

ill

152

163

169

105

110

161

213

131

104

183

107

178

102

.si:

143

82.

162

144

'""ber

129

184

122

tier

159

249

ll6

199

mber

142

200

117

181

100

152

200

111

167

1462

824

2000

1083

1954

1144

;

More i:han one filing may be received for a single

i:ransac~ion where i:here are muli:iple pari:ies or where i:he

i:ransaci:ion is complei:ed i:hrough several si:eps.

·~"

.....

SEPARATE STATEMENT OF a>MMISSIONER PERTSCBUX

CONCERNING SIXTH ANNOAL REPORT 'l'O CONGRESS REGARDDIG

PREMERGE~ NOTIFICATION PROGRAM

•'

JUNE 14, 1983

I cannot agree with the Commission's rosy view that the

marked decline in second requests as a percentage of reported

transactions means businesses are •increasingly avoiding

transactions that approach the line of legality.•

(see p. 3)

Given that the Commission's enforcement levels are at the lowest

in years and that premerger filings are at an all time high (see

App. A), it seems more 1ikely that businesses are increasingly

willingly to risk transactions that would have been viewed as ·

likely to result in antitr~st challenge a few years ago.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.