# FEDERAL TRADE COMMISSION

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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 2002

Pursuant to Subsection (j) of Section 7A of the Clayton Act
Hart-Scott-Rodino Antitrust Improvements Act of 1976
(Twenty-Fifth Report)

Timothy J. Muris
Chairman
Federal Trade Commission

R. Hewitt Pate
Assistant Attorney General
Antitrust Division

INTRODUCTION
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act” or the
“Act”), together with Section 13(b) of the Federal Trade Commission Act 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 notification program was instrumental in
detecting transactions that were the subject of the numerous enforcement actions brought in
fiscal year 2002 to protect consumers -- individuals, businesses, and government -- against
anticompetitive mergers.
Fiscal year 2002 marked the first full year of operation under the extensive reforms to
the HSR Act.1 The increase in the reporting thresholds inherently resulted in a decrease in the
number of reportable transactions as did the overall decline in merger activity from that of
recent years. (See Figure 1 below.) In fiscal year 2002, 1,187 transactions were reported
under the Act, representing about a 50 percent decrease from the number of transactions
reported in fiscal year 2001, and about a 76 percent decrease from the 4,926 transactions
reported in fiscal year 2000, the last full fiscal year under the previous reporting thresholds.2
HSR MERGER TRANSACTIONS REPORTED
FISCAL YEARS 1993 -2002

NUMBER OF TRANSACTIONS

6,000
4,728

5,000

4,642

4,926

3,702

4,000
2,816

3,000

3,087

2,305

2,376

1,846

2,000

1,187
1,000
FISCAL YEARS
1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

Figure 1

During the year, the Commission challenged twenty-four transactions, leading to ten
consent orders, two administrative complaints, and seven abandoned transactions. The
1

Section 630 of the Department of Commerce, Justice, and State, the Judiciary, and Related Agencies
Appropriations Act, FY 2001, Pub. L. No. 106-553, 114 Stat. 2762. The legislation, which became effective
February 1, 2001, raised the size-of-transaction threshold from $15 million to $50 million and made other
changes to the filing and waiting period requirements.
2

See Appendix A.

1

Commission also authorized staff to seek injunctive relief in five matters, one of which was
filed in district court. Most notably, the Commission challenged the proposed merger of
Nestle Holdings, Inc., the world’s largest food producer, and Ralston Purina Company,3 the
world’s largest producer of dry pet foods. The merger would have eliminated direct
competition between the companies in the dry cat food market and increased the likelihood of
higher prices for consumers. The Commission also challenged the proposed merger of Valero
Energy Corporation and Ultramar Diamond Shamrock Corporation,4 which would have likely
increased the price of California Air Resources Board (“CARB”) gasoline for consumers in
California due to loss of competition from the merger.
The Antitrust Division challenged ten merger transactions, leading to two consent
decrees, two abandoned transactions, and five other transactions that were restructured after
the Division informed the parties of its antitrust concerns relating to the transaction. The
Division’s merger challenges included General Dynamics Corporation’s proposed acquisition
of Newport News Shipbuilding, Inc., which would have eliminated competition for nuclear
submarines and harmed competition for other military ships.5 The Division also challenged
Archer-Daniels-Midland Company’s proposed acquisition of Minnesota Corn Processors6
that, as originally structured, would have reduced the number of independent competitors in
the corn wet milling industry to four, making coordination among the remaining firms more
likely.
In fiscal year 2002, the Commission’s Premerger Notification Office (“PNO”)
continued to respond to thousands of telephone calls seeking information concerning the
reportability of transactions under the HSR Act and the details involved in completing and
filing the Notification and Report Form (“the filing form”). The HSR website,
www.ftc.gov/bc/hsr/, continued to provide improved access to information necessary to the
notification process. The website includes such information as the premerger notification
filing form and instructions, the premerger notification statute and rules, formal
interpretations of the rules, grants of early termination, filing fee instructions, HSR events,
tips for completing the filing form, procedures for submitting post-consummation filings,
frequently asked questions regarding the HSR filing requirements, and other useful
information. In particular, the website is the paramount source of information for HSR
practitioners seeking information on the changes to the Act and the premerger rules as a result
of last fiscal year’s HSR reform legislation, and includes Federal Register notices finalizing
the rules. A recent addition is a database of informal interpretation letters which provide PNO
staff interpretations of the premerger notification rules and the Act.
This fiscal year the PNO staff continued its outreach efforts by providing an in-depth
introductory seminar about the HSR filing requirements, specifically targeting new HSR
3

See infra p. 15.

4

See infra p. 16.

5

See infra p. 10.

6

See infra p. 10.

2

practitioners and others who are not familiar with the program, and incorporated those
seminar materials on the website.
BACKGROUND OF THE HSR ACT
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.
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 any rule promulgated pursuant thereto, and any recommendations for
revisions of this section.
This is the twenty-fifth annual report to Congress pursuant to this provision. It covers
fiscal year 2002 -- October 1, 2001 through September 30, 2002.
In general, the Act requires that certain proposed acquisitions of voting securities 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, in certain acquisitions, 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 the proposed
transactions and is immediately available for review during the waiting period.
However, 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 issue a request for
additional information and documentary material (“a second request”). The second request
extends the waiting period for a specified period after all parties have complied with the
request (or, in the case of a tender offer or a bankruptcy sale, after the acquiring person
complies). 7 This additional time provides the reviewing agency with the opportunity to
7

Under the statutory changes cited in footnote 1, this waiting period extension was increased to 30 days
for most transactions. The 10-day waiting period extension for cash tender offers and bankruptcies remains the
same.

3

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, with the concurrence of the Assistant Attorney General,
promulgated final rules implementing the premerger notification program on July 31, 1978.
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 filing form. The
program became effective on September 5, 1978. The Commission, with the concurrence of
the Assistant Attorney General, has amended the rules and the filing form on several
occasions over the years to improve the program's effectiveness and to lessen the burden of
complying with the rules.8
A 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,9 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 1993 through 2002 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 and the number of filings received for fiscal years 1993 through 2002.
The statistics set out in these appendices show that the number of transactions reported
in fiscal year 2002 decreased approximately 50 percent from the number of transactions
reported in fiscal year 2001. In fiscal year 2002, 1,187 transactions were reported, while
2,376 were reported in fiscal year 2001. The statistics in Appendix A show that the number
of merger investigations in which second requests were issued in fiscal year 2002 decreased
approximately 30 percent from the number of merger investigations in which second requests
were issued in fiscal year 2001. Second requests were issued in 49 merger investigations in
8

43 Fed. Reg. 3443 (August 4, 1978); 43 Fed. Reg. 36053 (August 15, 1978); 44 Fed. Reg. (November
21, 1979); 45 Fed. Reg. 14205 (March 5, 1980); 48 Fed. Reg. 34427 (July 29, 1983); 50 Fed. Reg. 46633
(November 12, 1985); 51 Fed. Reg. 10368 (March 26, 1986); 52 Fed. Reg. 7066 (March 6, 1987); 52 Fed. Reg.
20058 (May 29, 1987); 54 Fed. Reg. 214251 (May 18, 1989); 55 Fed. Reg. 31371 (August 2, 1990); 60 Fed. Reg.
40704 (August 9, 1995); 61 Fed. Reg. 13666 (March 28, 1996); 63 Fed. Reg. 34592 (June 25, 1998); 66 Fed.
Reg. 8680 (February 1, 2001); 66 Fed. Reg. 8723 (February 1, 2001); 66 Fed. Reg. 16241 (March 23, 2001); 66
Fed. Reg. 23561 (May 9, 2001); 66 Fed. Reg. 35531 (July 6, 2001); 67 Fed. Reg. 11898 (March 18, 2002); 67
Fed. Reg. 11904 (March 18, 2002); 68 Fed. Reg. 2425 (January 17, 2003).
9

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.

4

fiscal year 2002, while second requests were issued in 70 merger investigations in fiscal year
2001. While the number of second requests declined, the percentage of second request
transactions increased. (See Figure 2 below.)

PERCENTAGE OF TRANSACTIONS RESULTING
IN SECOND REQUEST

4.3%
4.5%

4.1%
3.8%

4.0%

3.5%

3.5%

3.1%

3.0%

2.6%

2.5%
2.0%
1.5%

2.7%

3.5%

1.0%

3.5%

2.1%

0.5%
0.0%
FISCAL YEARS
1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

Figure 2

The statistics in Appendix A also show that in recent years, early termination was
requested in the majority of transactions. In fiscal year 2002, early termination was requested
in 87.8 percent (1,042) of the transactions reported while in fiscal year 2001 it was requested
in 86.8 (2,063) percent of the transactions reported. The percentage of requests granted out of
the total requested slightly decreased from 77.7 percent in fiscal year 2001 to 76.1 percent in
fiscal year 2002.
Statistical tables (Tables I through XI) in Exhibit A contain information about the
agencies’ enforcement activities for transactions reported in fiscal year 2002. 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. Table III of Exhibit A
shows that, in fiscal year 2002, clearance was granted to one or the other of the agencies for
the purpose of conducting an initial investigation in 18.3 percent of the total number of
transactions in which a second request could have been issued.
The tables 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 rose dramatically from fiscal years 1993 to 2000 from
about $222 million to about $3 trillion before declining to about $1 trillion in fiscal year 2001.
During fiscal year 2002, the dollar value of reported transactions fell to about $565.4 billion.
Tables X and XI provide the number of transactions in each industry group in which
the acquiring person or the acquired entity derived revenue. Figure 3 illustrates the
5

percentage of reportable transactions within industry groups for fiscal year 2002 based on the
acquired entity’s operations.

Other
17.7%

PERCENTAGE O F TRANSACTIO NS BY
INDUSTRY GRO UP O F ACQ UIRED ENTITY
FISCAL YEAR 2002
Manufacturing
22.8%

Health Services
2.4%
Chemicals and
Pharmaceuticals
5.9%

Banking/Insurance
11.0%

Transportation
0.8%
Consumer Goods
13.0%
Energy & Natural
Resources
10.8%

Information
Technology
15.6%

Figure 3

DEVELOPMENTS WITHIN THE PREMERGER PROGRAM
1. Final Rules
On February 1, 2001, the Commission, with the concurrence of the Assistant Attorney
General, published two Federal Register notices resulting in significant changes to the
premerger notification rules. These amendments were discussed in detail in the fiscal year
2001 Annual Report.10
The first 2001 Federal Register notice had published Interim Rules11 that became
effective on February 1, 2001, and incorporated the extensive statutory changes to the HSR
10

See the Annual Report to Congress, Fiscal Year 2001 for a detailed discussion of the substantive

11

The majority of the Interim Rules became final on January 17, 2003. 68 Fed. Reg. 2425. These

changes.

6

Act into the Premerger Notification Program. In fiscal year 2002, in response to public
comments, the Commission, with the concurrence of the Assistant Attorney General, modified
one of the Interim Rules. The final rule restored to parties who filed prior to February 1, 2001
the full five-year period following expiration of the waiting period to acquire up to the next
notification threshold that was in effect at the time of filing.12
The second 2001 Federal Register notice had set forth certain proposed amendments
that were not necessary to implement the HSR Act, but consisted instead of updates,
corrections and other improvements in the rules that the Commission determined were timely
and appropriate. These proposals had included modifying Section 802.2 by removing
associated agricultural assets from the agricultural property exemption, revising Section
802.6(b) regarding federal regulatory approval, and restructuring and revising Sections 802.50
and 802.51 to clarify and refocus exemptions for acquisitions of foreign assets and voting
securities. During fiscal year 2002, these amendments were finalized (with some changes in
response to public comment) and became effective on April 17, 2002.13
2. Compliance
The Commission and the Department of Justice continued to monitor compliance with
the premerger notification program’s filing and waiting period requirements and initiated a
number of compliance investigations in fiscal year 2002. 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, as well as interested members of the public, provide the agencies with information
about transactions and possible violations of the Act’s requirements. 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.14 In fiscal year 2002, corrective filings for thirteen transactions were received15
and one enforcement action was brought.
changes included implementing the increase in the size-of-transaction threshold and the introduction of a threetiered filing fee structure, and the elimination of Section 802.20 (which applied to acquisitions of 15% but valued
at $15 million or less), as well as updating the filing form.
12

67 Fed. Reg. 11904 (March 18, 2002).

13

67 Fed. Reg. 11898 (March 18, 2002).

14

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). 61 Fed. Reg. 54548
(October 21, 1996), corrected at 61 Fed. Reg. 55840 (October 29, 1996).
15

When the parties inadvertently fail to file, the enforcement agencies generally do not seek penalties
where the parties promptly make corrective filings after discovering the failure to file, submit an acceptable
explanation of their failure to file, and have not previously violated the Act.

7

In The Hearst Trust,16 the complaint alleged that Hearst failed to submit certain key
corporate documents that were required for premerger notification review under the HSR Act
before acquiring Medi-Span, Inc. in 1998, and that the failure to submit these documents
hindered the ability of the federal antitrust agencies to analyze the competitive effects of the
acquisition prior to consummation. Hearst’s acquisition of Medi-Span, its main competitor in
the market for electronic integratable drug information databases, also known as integratable
drug data files, allowed Hearst’s First DataBank, Inc. subsidiary to institute substantial price
increases to its customers for use of the electronic databases which contain clinical, pricing
and other information on prescription and non-prescription drugs. Pharmacists, physicians,
hospital staff, and health plans use these databases to help them provide high-quality, costeffective patient care. Most notably, integratable drug data files are needed for pharmacists to
get quick, automatic warnings of any dangerous interactions between newly prescribed drugs
and other drugs their patients are already taking. A consent decree that was filed
simultaneously with the complaint and entered by the court on October 15, 2001 required
Hearst to pay $4 million in civil penalties, as of then the largest amount paid by a single
company for a violation of the premerger notification law.
MERGER ENFORCEMENT ACTIVITY17
1.

The Department of Justice

During fiscal year 2002, the Antitrust Division challenged ten merger transactions that
it concluded may have substantially lessened competition if allowed to proceed as proposed.
In four of these transactions, the Antitrust Division filed a complaint in U.S. district court.
Two of these cases were settled by consent decree; one transaction was abandoned after filing
the complaint; and one case was litigated unsuccessfully in district court. In the six other
challenges during fiscal year 2002, the Antitrust Division informed the parties to a proposed
transaction that it would likely file suit challenging the transaction unless the parties
restructured the proposal to avoid competitive problems or abandoned the proposal
altogether.18 In five of these proposed transactions, the parties restructured the transactions;
16

United States v. The Hearst Trust and The Hearst Corporation, Civil No. 1:01CV02119 (D.D.C.
complaint filed October 11, 2001).
In Federal Trade Commission v. The Hearst Trust, Civ. No. 1:01CV00734 (D.D.C. complaint filed
April 5, 2001), the Commission filed for a permanent injunction alleging that Hearst and First DataBank illegally
acquired a monopoly in the market for electronic integratable drug information drug data files. On December 14,
2001, the Commission voted to approve a proposed settlement that required Hearst to divest the former MediSpan business and pay $19 million as disgorgement of unlawful profits. The settlement marks the first time the
Commission has sought either divestiture or disgorgement of profits in a federal court action for a consummated
merger. The funds were required to be distributed to injured customers as part of the settlement of a private class
action suit alleging unlawful overcharges by Hearst. The district court approved the final order and stipulated
permanent injunction on December 18, 2001. See Annual Report to Congress, Fiscal Year 2001at 19-20.
17

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.
18

In four instances, the Department of Justice issued press releases: November 29, 2001 B Wells Fargo

8

and in one, the parties abandoned the proposed transaction entirely.
In United States v. SunGard Data Systems, Inc. and Comdisco, Inc.,19 the Division
sued to prevent SunGard from acquiring Comdisco and consequently reducing competition
substantially in the sale of shared hot site disaster recovery services provided to consumers in
the event of an interruption of a computer data center due to an incapacitating event. The
companies were two of three major suppliers of shared hot site services for data recovery. For
many customers, SunGard and Comdisco were the closest and best competitive alternatives,
based upon considerations of hot site systems offerings, service, and price. After Comdisco
filed voluntary Chapter 11 bankruptcy, SunGard offered the highest bid at the auction for the
Comdisco assets. The Division sued to block the transaction in the U.S. District Court for the
District of Columbia on October 23, 2001. On November 14, 2001, after an expedited trial,
the district court entered judgment for the defendants, denied the Division's request for
permanent injunction, and dismissed the complaint with prejudice.
In United States v. General Dynamics Corporation and Newport News Shipbuilding
Inc., the Division challenged General Dynamics' $2.6 billion acquisition of Newport News,
alleging that the cash tender offer, as originally proposed, would eliminate competition for
nuclear submarines B a weapon platform of vital importance to the security of the United
States B resulting in a monopoly. General Dynamics and Newport News were the only
manufacturers of nuclear submarines. The companies were also leaders on the only two
teams working to develop electric drive technology for nuclear submarines and surface
combatants. The merger, as structured, also would have harmed competition for the
manufacture of other military ships, including conventionally powered surface combatants.
The parties abandoned their merger agreement on October 29, 2001.
20

In United States v. The Manitowoc Company, Inc., Grove Investors, Inc. and National
Crane Corporation,21 the Division challenged The Manitowoc Company's $170 million
and Company merger with Texas Financial Bancorporation, Inc. and its acquisition of certain bank and non-bank
subsidiaries of Marquette Bancshares, Inc. B Minnesota and South Dakota banks (business banking services);
December 3, 2001 B SunTrust Bank's acquisition of Huntington National Bank B Florida banks (business banking
services); December 18, 2001 B Suiza Foods Corporation and Dean Foods Company merger (dairy processing
plants in Alabama, Florida, Indiana, Kentucky, Ohio, South Carolina, Virginia and Utah); September 6, 2002 B
Aggregate Industries' acquisition of Wakefield Materials Company (ready-mix concrete facility serving northern
metropolitan Boston).
In the remaining two challenges, the Division informed the parties of its antitrust concerns but did not
issue a press release: American General Media Corp.’s proposed acquisition of Rocky Mountain Broadcasting I,
L.L.C. and Salisbury Broadcasting's acquisition of Mass Entertainment Corporation (Aspen and Vail, Colorado
radio stations); Oldcastle Materials Group's acquisition of Aggregate Industries' Central Region ((Michigan and
Indiana) (aggregate, asphalt and ready-mix concrete facilities)).
19

United States v. SunGard Data Systems, Inc. & Comdisco, Inc., No.01-2196 (ESH) (D.D.C. Oct. 22,

2001).
20

United States v. General Dynamics Corp. & Newport News Shipbuilding Inc., No.1:01CV02200
(D.D.C. Oct. 23, 2001).
21

United States v. The Manitowoc Co., Inc., Grove Investors, Inc. & National Crane Corp., No.

9

acquisition of Grove Investors. The complaint alleged that the acquisition, as originally
proposed, would have reduced competition by combining two of only three major producers
of medium- and heavy-lift boom trucks in North America. A boom truck is a stiff boom
telescopic crane mounted on a standard flat-bed commercial truck chassis. This generalpurpose mobile crane has a broad range of applications in the construction, petroleum, and
utility industries. The Division filed a proposed consent decree simultaneously with the
complaint, settling the suit. Under the terms of the decree, Manitowoc was required to divest
either its own or Grove's boom truck business to a purchaser acceptable to the Division. The
Court entered the consent decree on December 11, 2002.
In United States v. Archer-Daniels-Midland Company and Minnesota Corn
Processors,22 the companies agreed to dissolve a joint venture with a competing corn wet
miller in order for ADM to proceed with its $634 million proposed acquisition of MCP.
ADM and MCP were two of the largest wet corn millers in the United States. The complaint
alleged that the acquisition, as originally structured, would have lessened competition
substantially by reducing the number of independent competitors in the corn wet milling
industry to four and making coordination among the remaining firms more likely. The wet
mill processing of corn results in the manufacture of corn syrup and high fructose corn syrup
(“HFCS”), products found in foods and soft drinks. Americans consume over $2.5 billion in
corn syrup and HFCS each year. The Division filed a proposed consent decree
simultaneously with the complaint, settling the suit. The decree required ADM and MCP to
dissolve the joint venture between MCP and Corn Producers International, Inc. (“CPI”),
allowing CPI to compete independently of the merged ADM and MCP. The Court entered the
consent decree on July 22, 2003.
During fiscal year 2002, the Division investigated four bank merger transactions for
which divestiture was required prior to or concurrently with the acquisition and two others in
which conditions were imposed. A Anot 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.23 Also during fiscal year 2002, courts entered consent decrees in two
02CV0159 (D.D.C. July 31, 2002).
22

United States v. Archer-Daniels-Midland Co. & Minnesota Corn Processors, No. 1:02CV01768
(D.D.C. Sept. 6, 2002).
23

The six letters were: October 4, 2001 letter to the Comptroller of the Currency regarding the
application by Community Bank, N.A., Canton, NY, to acquire 36 branches of Fleet National Bank, Providence,
RI; October 15, 2001 letter to the Comptroller of the Currency regarding the application for NBT Bank, N.A.,
Norwich, NY, to acquire Central National Bank, Canajoharie, NY; November 29, 2001 letter to the Board of
Governors of the Federal Reserve System regarding the application by Wells Fargo & Company, San Francisco,
CA, to acquire certain bank and non-bank subsidiaries of Marquette Bancshares, Inc., MN, and to merge with
Texas Financial Bancorporation, TX (the Pohlad Group); December 3, 2001 letter to the Board of Governors
regarding the application by SunTrust Bank, Atlanta, GA, to acquire Florida branches of Huntington Bank,
Columbus, OH; December 26, 2001 letter to the Board of Governors of the regarding the application by
Wesbanco, Inc., Wheeling, WV, to acquire American Bancorporation, Wheeling, OH, and to merge Wheeling
National Bank, Wheeling, WV, into Wesbanco Bank, Wheeling, WV; August 8, 2002 letter to the Federal
Deposit Insurance Corporation regarding the application by S&T Bank, Indiana, PA, to acquire PFC Bank, Ford
City, PA, as part of a transaction wherein S&T Bancorp, Inc. acquired Peoples Financial Corp.

10

merger cases previously filed by the Division in fiscal year 2001.24
Additionally, on September 10, 2002, in United States v. Earthgrains Co., Specialty
Foods Corp. and Metz Holdings, Inc. (N.D. Ill.), the Division petitioned the Court to find
Earthgrains Baking Companies, Inc., successor in interest to Earthgrains Company, in civil
contempt for violating an order that had been entered by the court on July 3, 2000.25
According to the motion, Earthgrains violated the consent decree by failing to maintain assets
prior to their divestiture, as required by the Hold Separate Stipulation and Order. To resolve
the matter, Earthgrains agreed to pay a $100,000 civil penalty to the United States.
2.

The Federal Trade Commission

The Commission challenged twenty-four transactions that it concluded would lessen
competition if allowed to proceed as proposed during fiscal year 2002,26 leading to ten
consent orders, two administrative complaints, and seven withdrawn filings. In five of the
twenty-four matters, the Commission authorized staff to seek injunctive relief; of these, one
case was filed in district court and after a preliminary injunction was granted the parties
abandoned the transaction, in two cases the parties negotiated a consent agreement, and in two
other cases the parties abandoned the transaction.
In Diageo plc/Vivendi Universal S.A.,27 the Commission authorized staff to file for a
preliminary injunction to block Diageo’s and Pernod Ricard S.A.’s proposed $8.15 billion
joint acquisition of Vivendi’s Seagram Wine and Spirits business. According to the
complaint, the proposed acquisition would have substantially lessened competition in five
relevant product markets in the distilled spirits industry. Specifically, the rum market would
have become a duopoly controlled by Bacardi U.S.A., the industry leader, and
Diageo/Seagram, the second and third largest sellers of rum in the United States. Together,
Bacardi U.S.A. and Diageo/Seagram would have controlled 95 percent of all premium rum
sales in the United States. The next largest competitor would have a market share in the
United States of about only two percent. Diageo would have also acquired highly sensitive
commercial business information about Seagram’s Gin, its principal competitor in the retail
gin market. Prior to the Commission’s filing of a complaint seeking the preliminary
injunction, a proposed consent agreement was negotiated that allowed the parties to proceed
with the transaction under certain conditions. The order required Diageo to divest its Malibu
24

On April 5, 2002, the District Court entered the consent decree in United States v. Premdor, Inc.,
Premdor U.S. Holdings, Inc., Int'l Paper Co. & Masonite Corp. (D.D.C. Aug. 3, 2001); on April 17, 2002, the
consent decree was entered in United States v. 3D Systems Corp. & DTM Corp. (D.D.C. Aug. 16, 2001). See
the Annual Report to Congress, Fiscal Year 2001 for a description of these cases.
25

See the Annual Report to Congress, Fiscal Year 2000 for a description of this case.

26

In addition to the two administrative complaints discussed on page 14 of this report, an administrative
complaint was also issued in Libbey Inc./Newell Rubbermaid, Inc. (See the above discussion). To avoid double
counting this report includes only those merger enforcement actions in which the Commission took its first public
action during fiscal year 2002.
27

Diageo plc/Vivendi Universal S.A., Docket No. C-4032 (issued February 4, 2002).

11

Rum assets, the country’s leading coconut-flavored rum, to a Commission-approved buyer
and agree not to obtain or use any commercially sensitive business information regarding four
brands, including Seagram’s Gin, that were to be acquired by Pernod.
In Libbey, Inc./Newell Rubbermaid, Inc.,28 the Commission filed for a preliminary
injunction in district court alleging that Libbey’s proposed acquisition of Newell
Rubbermaid’s Anchor Hocking Corporation subsidiary would have substantially lessened
competition in the market for soda-lime glassware sold to the food service industry in the
United States. According to the complaint, the acquisition would have combined the largest
and third-largest sellers of soda-lime glassware to the United States food service industry.
The acquisition would have eliminated substantial competition between Libbey and Anchor,
increased barriers to entry into the relevant market and increased the likelihood of higher
prices for consumers. In April 2002, the court granted the Commission’s motion blocking the
proposed acquisition. Following the court’s preliminary injunction order, in May 2002 the
Commission issued an administrative complaint against the parties. The parties subsequently
abandoned the transaction.
In Deutsche Gelatine-Fabriken Stoess AG/Goodman Fielder Limited,29 the
Commission authorized staff to file for a preliminary injunction to block the proposed
acquisition by DGF Stoess of Goodman Fielder’s gelatin business. According to the
complaint, DGF Stoess and Goodman Fielder were the two largest producers of pigskin and
beef hide gelatin in the world. Pigskin and beef hide gelatin are used primarily by the food
industry as an ingredient in edible products and by the pharmaceutical industry to produce
capsules and tablets. The proposed acquisition would have further consolidated an already
concentrated market and increased the likelihood that customers of pigskin and beef hide
gelatin would be forced to pay higher prices. Prior to the Commission’s filing of a complaint
seeking the preliminary injunction, a proposed consent agreement was negotiated to remedy
the alleged anticompetitive effects of the merger. Under the terms of the agreement, DGF
Stoess could not acquire Goodman Fielder’s entire gelatin business; rather, Leiner Davis
Gelatin Corporation, a Goodman Fielder subsidiary, would retain its United States and
Argentine gelatin plants and related assets.
In Meade Instruments Corporation/Tasco Holdings, Inc.,30 the Commission authorized
staff to file for a preliminary injunction in federal district court to pre-empt any attempt by
Meade to purchase assets of bankrupt Tasco Holdings, Inc.’s Celestron International
subsidiary. According to the complaint, Meade was the leading manufacturer of performance
telescopes and Schmidt-Cassegrain telescopes in the United States, with dominant positions in
28

Federal Trade Commission v. Libbey, Inc., Civ. No. 02-0060 (D.D.C. complaint filed January 14,
2002). On June 10, 2002, the respondents announced that they had terminated their merger agreement. On
October 7, 2002, the Commission issued a consent order in settlement of the accompanying administrative
proceedings (Docket No. 9301).
29

Deutsche Gelatine-Fabriken Stoess AG/Goodman Fielder Limited, Docket No. C-4045 (issued April
17, 2002).

30

Meade Instruments Corporation/Tasco Holdings, Inc., File No. 021-0127.

12

the markets for performance and Schmidt-Cassegrain telescopes. Celestron International was
the number two performance telescope provider in the United States and the only other
supplier of Schmidt-Cassegrain telescopes. The acquisition would have adversely impacted
the performance telescope market by eliminating competition between the two companies and
by creating a monopoly in the market for Schmidt-Cassegrain telescopes. In May 2002,
Meade notified the Commission that it had abandoned its efforts to bid for the Celestron
assets.
In Cytyc Corporation/Digene Corporation,31 the Commission authorized staff to seek
a preliminary injunction to block Cytyc’s proposed acquisition of Digene. According to the
complaint, the combination of the two companies would have lessened competition and
increased consumer prices within the highly concentrated market for primary cervical cancer
screening tests. Both Cytyc and Digene manufactured and sold products used to screen
women for cervical cancer. Cytyc’s products accounted for 93 percent of the U.S. liquidbased pap tests, the most widely used sensitive primary screening tool available for the
detection of cervical cancer. The only other company producing and selling an FDAapproved liquid pap test in the United States was TriPath Imaging. While three other
companies had developed such tests, they had not yet begun clinical trials, and were at least
two years away from entering the U.S. market. Digene was the only company in the United
States selling a DNA-based test for the human papillomavirus (“HPV”), believed to cause
nearly all cervical cancer cases. Digene’s HPV test is most commonly and efficiently
conducted using a residual sample obtained from a liquid pap test, which requires FDA
approval. Thus, it is important that a company manufacturing liquid pap tests have FDA
approval to run the Digene HPV test off its sample medium. It is similarly important that a
liquid pap test supplier’s customers have viable access to Digene’s HPV test. By purchasing
Digene, Cytyc would have been in a position to eliminate its only existing competitor,
TriPath, by limiting access to Digene’s HPV test, and thus, could have thwarted the entry of
other firms that planned to sell liquid pap tests in the United States. The parties abandoned
the transaction prior to the Commission’s filing of the complaint in district court.
The Commission issued an administrative complaint in MSC.Software Corporation,32
alleging that MSC’s 1999 acquisitions of Universal Analytics, Inc. (“UAI”) and
Computerized Structural Analysis & Research Corporation (“CSAR”) substantially lessened
competition in the market for a popular type of advanced computer-aided engineering
software used throughout the aerospace and automotive industries known as Nastran.
According to the complaint, MSC was the dominant Nastran supplier with an estimated 90
percent of worldwide revenue and UAI and CSAR, each, held an estimated five percent of
worldwide revenue. The acquisitions created and enhanced MSC’s power to raise prices
above a competitive level and prevented other suppliers of engineering software form
acquiring UAI and CSAR and increasing competition. Subsequently, the matter was
withdrawn from adjudication and a consent agreement was negotiated. The order required
MSC to divest at least one clone copy of its current advanced Nastran software, including the
31

Cytyc Corporation/Digene Corporation, File No. 021-0098.

32

MSC.Software Corporation, Docket No. 9299 (issued October 9, 2001).

13

source code. In addition, MSC was required to permit certain customers to terminate paid-up
licenses entered into since the acquisitions and required MSC to refund a portion of the
advance consideration paid by its customers.
The Commission also issued an administrative complaint in Chicago Bridge & Iron
Company N.V., Chicago Bridge & Iron Company, and Pitt-Des Moines, Inc.,33 alleging that
CB&I’s 2001 acquisition of the Water Division and Engineered Construction Division of PittDes Moines, Inc. (“PDM”) substantially lessened competition in four relevant specialty
industrial storage tank markets. According to the complaint, CB&I and PDM competed
against each other as the two leading U.S. producers of large, field-erected industrial and
water storage tanks and other specialized steel-plate structures. The combination of the two
companies resulted in a monopoly in the U.S. markets for two of the more difficult and costly
products to construct – LNG tanks and thermal vacuum chambers. In addition, the
combination of the two companies resulted in a dominant firm in the U.S. markets for LPG
tanks and LIN/LOX/LAR tanks. On June 18, 2003, in an Initial Decision, the administrative
law judge upheld the administrative complaint allegations. The order entered by the judge
required CB&I to divest all of the assets acquired in the February 2001 acquisition, in order to
restore competition as it existed prior to the acquisition.
In fiscal year 2002, the Commission accepted consent agreements for public comment
in ten merger cases. A complaint and decision and order were issued in eight of these matters
during the fiscal year, and a consent agreement in two of these cases became final after
September 2002.
In Airgas, Inc.,34 the complaint alleged that Airgas’s purchase of the Puritan Bennett
Medical Gas business from Mallinckrodt, Inc. in January 2000 had an adverse effect on
competition in the nitrous oxide market in the United States and Canada. Nitrous oxide is a
clear, odorless gas primarily used in dental and surgical procedures as an analgesic agent or as
a supplement to anesthesia. At the time of the acquisition, Puritan Bennett was Airgas’s only
competitor in the production and sale of nitrous oxide. Airgas was the nation’s largest
distributor of industrial, medical, and specialty gases and the only producer and seller of
nitrous oxide in North America. Puritan Bennett, prior to its $90 million purchase by Airgas,
was a leading distributor of medical gases and a producer and seller of nitrous oxide in North
America. The acquisition eliminated any competition in this market in North America and
increased the likelihood that customers requiring nitrous oxide would pay higher prices.
Under the agreement, Airgas was required to divest a nitrous oxide business to Air Liquide
America Corporation, a producer of other medical gases, such as medical grade oxygen and
nitrogen. The agreement also required Airgas to supply Air Liquide with a sufficient amount
of bulk liquid nitrous oxide in order to ensure that Air Liquide has the same volume of nitrous
oxide as Airgas did before its acquisition of Puritan Bennett.

33

Chicago Bridge & Iron Company N.V., Chicago Bridge & Iron Company, and Pitt-Des Moines, Inc.,
Docket No. 9300 (issued October 25, 2001).
34

Airgas, Inc., Docket No. C-4029 (issued December 12, 2001).

14

In Koninklijke Ahold NV/Bruno’s Supermarkets, Inc.,35 the complaint alleged that
Ahold’s proposed purchase of Bruno’s Supermarkets would have substantially lessened
competition in the retail sale of food and grocery items in supermarkets in or near the towns
of Milledgeville and Sandersville, Georgia. According to the complaint, Ahold, a global food
service distributor and retailer, operated approximately 1,300 United States food stores under
the trade names Giant, Stop & Shop, Tops, and BI-LO. Bruno’s Supermarkets, a large
supermarket chain in the southeastern United States, owned 169 supermarkets under the trade
names Bruno’s Fine Foods, Food World, Food Max, Food Fair, and Fresh Value. The order
required Ahold to divest two of its BI-LO supermarkets in Georgia, one in Milledgeville and
one in Sandersville.
In Nestle Holdings, Inc./Ralston Purina Company,36 the complaint alleged that
Nestle’s proposed $10.3 billion acquisition of Ralston would have substantially lessened
competition in the dry cat food market in the United States. According to the complaint, the
proposed transaction would have substantially increased concentration in the relevant market,
eliminated direct competition between the companies, and increased the ability of the
combined company to unilaterally exercise market power, thereby increasing the likelihood
that consumers would pay higher prices. Nestle, the largest food corporation in the world,
sells its pet food products through its Friskies Pet Care Division, including Alpo, Come N’
Get It, Mighty Dog, Friskies, Fancy Feast, Jim Dandy, and Chef’s Blend. Ralston, the
world’s leading producer of dry pet foods, markets brands such as Dog Chow, Puppy Chow,
Cat Chow, Kitten Chow, Purina Special Care, Meow Mix, Purina O.N.E., Purina Pro Plan, Fit
& Trim, Alley Cat, and Deli-Cat. Under the order, Nestle was required to divest Ralston’s
Meow Mix and Alley Cat brands to J.W. Childs Equity Partners II, L.P., which owns Hartz
Mountain, a leading manufacturer and distributor of pet supplies in the United States.
In Valero Energy Corp./Ultramar Diamond Shamrock Corp.,37 the complaint alleged
that the proposed merger of petroleum refiners Valero and Ultramar would have substantially
lessened competition in the following markets: 1) the refining and bulk supply of California
Air Resources Board (“CARB”) 2 and CARB 3 gasoline for sale in Northern California and
2) the refining and bulk supply of CARB 2 and CARB 3 gasoline in the state of California.
According to the complaint, both Valero and Ultramar were leading refiners and marketers of
CARB gasoline in California and by eliminating the direct competition between the parties
the merger would have likely increased the price of CARB gasoline for consumers in
California due to loss of competition from the merger. The order required Valero to divest
Ultramar’s Golden Eagle Refinery, certain bulk gasoline supply contracts, and 70 Ultramar
retail service stations in Northern California to a Commission-approved buyer.
In INA-Holding Schaeffler KG/FAG Kugelfischer Georg Schafer AG,38 the complaint
35

Koninklijke Ahold NV/Bruno’s Supermarkets, Inc., Docket No. C-4027 (issued January 16, 2002).

36

Nestle Holdings, Inc./Ralston Purina Company, Docket No. C-4028 (issued February 4, 2002).
Valero Energy Corp./Ultramar Diamond Shamrock Corp., Docket No. C-4031 (issued February 19,

37

2002).
38

INA-Holding Schaeffler KG/FAG Kugelfischer Georg Schafer AG, Docket No. C-4033 (issued
February 5, 2002).

15

alleged that the proposed acquisition of FAG by INA would have lessened competition and
created a monopoly in the worldwide market for the research, development, manufacture and
sale of cartridge ball screw support bearings (“CBSSB”), a type of bearing used in
manufacturing machine tool equipment. According to the complaint, INA and FAG were the
only two suppliers of CBSSB in the world and the proposed acquisition, if consummated,
would have resulted in a monopoly in the market. Entry into the market was a difficult
process because of, among other things, the time and cost associated with researching and
developing a line of CBSSB products, acquiring the necessary production assets, and
developing the expertise needed to successfully design, produce, and market these products.
The order required INA and FAG to divest FAG’s CBSSB business to Aktiebolaget SKF, the
largest supplier of ball and other roller bearings in the world.
In Solvay S.A.,39 the complaint alleged that Solvay’s proposed $1.3 billion acquisition
of Ausimont S.p.A. from Italengeria S.p.A. would have lessened competition in the
production and sale of all grades of polyvinylidene fluoride (“PVDF”) and the production and
sale of melt-processible grades of PVDF. PVDF is a fluoropolymer used in a wide variety of
applications, including highly durable architectural coatings, wire and cable jacketing, fiber
optic raceways, chemical processing equipment, semiconductor manufacturing equipment,
and other miscellaneous applications. According to the complaint, Solvay and Ausimont were
two of only three producers of PVDF in the United States and were two of the three major
PVDF producers in the world. The proposed merger would have eliminated Ausimont as a
growing competitor in the market for melt-processible grades of PVDF, increasing the
likelihood of higher prices and reduced innovation in the relevant market. The order required
Solvay to divest its United States PVDF operations, including its Decatur, Alabama PVDF
plant and its interest in Alventia LLC, a joint venture that manufactures the main raw material
for PVDF.
In Bayer AG/Aventis S.A.,40 the complaint alleged the proposed $6.2 billion acquisition
by Bayer of Aventis’s subsidiary Aventis CropScience Holdings S.A. would have lessened
competition in the United States in the following markets: 1) new generation chemical
insecticide products; 2) new generation chemical insecticide active ingredients and related
technologies for various insecticide and animal health products; 3) post-emergent grass
herbicides for spring wheat; and 4) cool weather cotton defoliants. According to the
complaint, all of the relevant markets were highly concentrated. Bayer and Aventis were two
of only three firms competing significantly in the market for new generation chemical
insecticide active ingredients and products and the only firms that had developed and
successfully sold such products for non-repellent liquid termite control and for veterinarian
use in controlling fleas. The companies were also the only two suppliers of cool weather
cotton defoliants. The merger would have eliminated a significant competitor, increased
barriers to entry, reduced innovation competition for certain products, and increased the
possibility of coordinated interaction among the remaining competitors in the relevant

39

Solvay S.A., Docket No. C-4046 (issued June 21, 2002).

40

Bayer AG/Aventis S.A., Docket No. C-4049 (issued July 24, 2002).

16

markets. The order required the parties to divest assets relating to their acetamiprid, fipronil,
flucarbazone, and folex businesses.
In Amgen Inc./Immunex Corporation,41 the complaint alleged that the proposed $16
billion acquisition by Amgen of Immunex would have lessened competition in the United
States in the research, development and sale of the following: 1) neutrophil (white blood cell)
regeneration factors; 2) tumor necrosis factor (“TNF”) inhibitors used in the treatment of
rheumatoid arthritis; and 3) interleukin-1 (“IL-1”) inhibitors, also used in the treatment of
rheumatoid arthritis. According to the complaint, all three markets in the United States were
highly concentrated. Amgen and Immunex were the only two companies competing in the
market for neutrophil regeneration products and Immunex was only one of two companies
with TNF inhibitors on the market. Amgen’s Kineret was the only IL-1 inhibitor approved for
sale in the United States for the treatment of rheumatoid arthritis. Immunex and Regeneron
Pharmaceuticals Inc. were the only two companies with IL-1 inhibitor products in clinical
trials in the United States, but due to the patent position of Amgen and Immunex, Regeneron
would have likely been unable to bring its IL-inhibitor to market. To remedy the
anticompetitive effects of the proposed merger, the order required the companies to sell all of
Immunex’s assets related to Leukine, a neutrophil regeneration factor, to Schering AG. The
order also required the companies to grant a license to certain intellectual property rights
related to TNF inhibitors to Serono S.A. and certain intellectual property rights related to IL-1
inhibitors to Regeneron.
In Phillips Petroleum Company/Conoco Inc.,42 the complaint alleged that the proposed
merger of Phillips and Conoco would have lessened competition in the following markets: 1)
the bulk supply of light petroleum products in Eastern Colorado and Northern Utah; 2) light
petroleum product terminaling services in the metropolitan statistical areas (“MSAs”) of
Spokane, Washington, and Wichita, Kansas; 3) the bulk supply of propane in Southern
Missouri, the St. Louis MSA, and Southern Illinois; 4) natural gas gathering in more than 50
sections of the Permian Basin in New Mexico and Texas; and 5) the fractionation processes in
Mont Belvieu, Texas. According to the complaint, the merger would have eliminated ongoing
competition between the two companies resulting in the likelihood of increased rates and
terminaling services fees and the reduced output of propane, processed natural gas and other
products and services, thereby increasing consumer costs. The order required the companies
to divest several refineries, a light petroleum products terminal, a propane terminal, and
certain gas gathering assets. The parties were also required to create firewalls that prevent the
transfer of competitively sensitive information among the Mont Belvieu fractionators.
In Shell Oil Company/Pennzoil-Quaker State Company,43 the complaint alleged that
the proposed $1.8 billion acquisition of Pennzoil by Shell would have lessened competition
41

Amgen Inc./Immunex Corporation, Docket No. C-4056 (issued September 3, 2002).

42

Phillips Petroleum Company/Conoco Inc., Docket No. C-4058 (issued February 7, 2003).

43

Shell Oil Company/Pennzoil-Quaker State Company, Docket No. C-4059 (issued November 18,

2002).

17

and raised prices in the United States and Canadian market for Group II paraffinic base oil.
Group II base oil is used to produce motor oil and other lubricants, and is needed to meet
current performance standards for lighter-viscosity motor oil formulations, such as 5-W20 and
5-W30, as well as requirements for other lubricants. According to the complaint, Pennzoil
had a 50/50 joint venture with Conoco Inc. called Excel Paralubes that operated a base oil
refinery at West Lake, Louisiana adjacent to Conoco’s petroleum products refinery in Lake
Charles, Louisiana. The proposed merger would have eliminated Pennzoil as a major
competitor and positioned Shell, the market leader, into a close partnership with Conoco Inc.,
another leading producer. The price of Group II base oils would have likely increased by a
substantial amount, especially as new motor oil standards are developed and require even
greater use of Group II base oil. The order required the parties to divest Pennzoil’s 50 percent
interest in Excel Paralubes, which represents Pennzoil’s only base oil ownership position, to a
Commission-approved buyer and freeze Pennzoil’s ability to obtain additional Group II base
oil supply under an existing 10-year agreement with ExxonMobil Corporation at
approximately current levels.
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. 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 postacquisition relief. As a result, the HSR Act 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.
Always cognizant of the program’s impact and effectiveness, the enforcement
agencies continue to seek ways to speed up the review process and reduce burdens for
companies. As in past years, the agencies will continue their ongoing assessment of the HSR
program in order to increase accessibility, promote transparency and reduce burden on the
filing parties without compromising the agencies’ ability to investigate and interdict proposed
transactions that may substantially lessen competition.

18

LIST OF APPENDICES
Appendix A -

Summary of Transactions, Fiscal Years 1993 - 2002

Appendix B -

Number of Transactions Reported and Filings Received by Month
for Fiscal Years 1993 - 2002.

LIST OF EXHIBITS
Exhibit A -

Statistical Tables for Fiscal Year 2002, Presenting Data Profiling
Hart-Scott-Rodino Premerger Notification Filings and
Enforcement Interest

APPENDIX A
SUMMARY OF TRANSACTIONS
FISCAL YEARS 1993 - 2002

APPENDIX A
SUMMARY OF TRANSACTION BY YEAR
1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

Transactions Reported

1,846

2,305

2,816

3,087

3,702

4,728

4,642

4,926

2,376

1,187

1

3,559

4,403

5,439

6,001

7,199

9,264

9,151

9,941

4,800

2,369

Adjusted Transactions In Which A Second
Request Could Have Been Issued2

1,745

2,128

2,612

2,864

3,438

4,575

4,340

4,749

2,237

1,142

Investigations in Which Second Requests
Were Issued

71

73

101

99

122

125

111

98

70

49

FTC3

40

46

58

36

45

46

45

43

27

27

2.3%

2.2%

2.2%

1.3%

1.3%

1.0%

1.0%

0.9%

1.2%

2.4%

31

27

43

63

77

79

68

55

43

22

1.8%

1.3%

1.6%

2.2%

2.2%

1.7%

1.6%

1.2%

1.9%

1.9%

1,689

2,081

2,471

2,861

3,363

4,323

4,110

4,324

2,063

1,042

1,201

1,508

1,869

2,044

2,513

3,234

3,103

3,515

1,603

793

448

573

602

817

850

1,089

1,007

809

460

249

Filings Received

4

Percent
DOJ

3
4

Percent

Transactions Involving a Request For Early
Termination5
Granted5
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
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 7A (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 securities of the same corporation,
e.g., filing one threshold and later filing for a higher threshold, only a single consolidated 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.
3
These statistics are based on the date the request was issued and not the date the investigation was opened.
4
Second Requests investigations as a percentage of the total number of adjusted transactions.
5
These statistics are based on the date of the HSR filing and not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED
AND
FILINGS RECEIVED BY MONTH
FOR

FISCAL YEARS 1993 - 2002

APPENDIX B
TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTHS FOR THE FISCAL YEARS 1993 - 2002
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
163
184
273
238
296
424
333
376
360
89
OCTOBER
184
221
309
273
332
387
359
428
451
105
NOVEMBER
160
222
216
249
267
426
394
468
345
95
DECEMBER
100
156
180
238
263
306
282
335
245
111
JANUARY
110
149
170
231
250
336
330
440
66
87
FEBRUARY
149
167
229
277
315
392
427
455
120
109
MARCH
131
167
177
252
302
384
364
343
94
99
APRIL
155
220
281
304
328
401
438
398
153
111
MAY
151
182
252
253
319
442
445
494
190
88
JUNE
172
208
225
265
389
435
444
351
94
121
JULY
204
226
237
264
318
427
434
446
163
97
AUGUST
167
203
267
243
323
368
392
392
95
75
SEPTEMBER
1,846
2,305
2,816
3,087
3,702
4,728
4,642
4,926
2,376
1,187
TOTAL

APPENDIX B

OCTOBER
NOVEMBER
DECEMBER
JANUARY
FEBRUARY
MARCH
APRIL
MAY
JUNE
JULY
AUGUST
SEPTEMBER
TOTAL

1

TABLE 2. NUMBER OF FILINGS RECEIVED1 BY MONTH FOR FISCAL YEARS 1993 - 2002
1993
1994
1995
1996
1997
1998
1999
2000
297
332
505
450
561
818
662
777
341
428
614
520
636
749
686
839
325
427
419
474
521
836
785
922
188
293
360
445
514
614
548
677
239
295
326
480
483
650
658
867
263
326
432
528
614
766
828
959
251
321
350
498
599
763
719
695
301
421
534
584
640
787
851
859
311
362
496
502
620
862
884
1,004
327
380
439
515
759
851
887
718
393
431
455
515
617
844
885
886
323
387
509
490
635
724
758
738
3,559
4,403
5,439
6,001
7,199
9,264
9,151
9,941

2001
751
920
686
499
144
243
188
296
378
182
332
181
4,800

2002
190
211
183
224
174
230
203
212
170
230
191
151
2,369

Usually, two filings are received, one from the acquiring person and one from the acquired person when the transaction is reported, unless notification is for a
joint venture where more than one acquiring person is required to submit a filing. Only one filing is received when an acquiring person files for a transaction that
is exempt under Sections 7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES
FOR

FISCAL YEAR 2002
DATA PROFILING HART-SCOTT-RODINO PREMERGER
NOTIFICATION FILINGS AND ENFORCEMENT INTEREST

TABLE I
FISCAL YEAR 20021
ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)2
TRANSACTION
RANGE
($MILLIONS)

HSR TRANSACTIONS

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER4

NUMBER

PERCENT OF TRANSACTION
RANGE GROUP

DOJ
0
16
13
10
9
15
11
11

FTC
0.0%
7.7%
8.9%
12.5%
13.1%
14.4%
13.7%
16.5%

DOJ
0.0%
3.9%
7.3%
8.9%
6.9%
12.0%
11.6%
12.9%

TOTAL
0.0%
11.6%
16.2%
21.4%
20.0%
26.4%
25.3%
29.4%

85

10.9%

7.4%

18.3%

PERCENT

Less than 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

2
414
179
112
130
125
95
85

0.2%
36.3%
15.7%
9.8%
11.4%
10.9%
8.3%
7.4%

FTC
0
32
16
14
17
18
13
14

ALL TRANSACTIONS

1,142

100.0%

124

SECOND REQUEST INVESTIGATIONS3
PERCENT OF
NUMBER
TRANSACTION RANGE
GROUP
FTC
DOJ
FTC
DOJ
TOTAL
0.0%
0.0%
0.0%
0
0
3
4
0.7%
1.0%
1.7%
3
3
1.6%
1.7%
3.3%
3
1
2.7%
0.9%
3.6%
3
1
2.3%
0.8%
3.1%
2
3
1.6%
2.4%
4.0%
6
5
6.3%
5.3%
11.6%
7
5
8.2%
5.9%
14.1%
27

22

2.4%

1.9%

4.3%

TABLE II
FISCAL YEAR 20021
ACQUISITIONS BY SIZE OF TRANSACTION2 (CUMULATIVE)
HSR TRANSACTIONS
TRANSACTION
RANGE ($MILLIONS)

NUMBER4

5

LESS THAN 50
LESS THAN 100
LESS THAN 150
LESS THAN 200
LESS THAN 300
LESS THAN 500
LESS THAN 1000

2
416
595
707
837
962
1,057

ALL TRANSACTIONS

1,142

PERCENT

0.2%
36.5%
52.2%
62.0%
73.4%
84.3%
91.7%

CLEARANCE GRANTED TO FTC OR DOJ
NUMBER

PERCENT OF
CLEARANCES
GRANTED

SECOND REQUEST INVESTIGATIONS3
NUMBER

PERCENT OF TOTAL
SECOND REQUESTS
ISSUED

FTC
0
32
48
62
79
97
110

DOJ
0
16
29
39
48
63
74

FTC
0.0%
15.3%
23.0%
29.7%
37.8%
46.4%
52.6%

DOJ
0.0%
7.7%
13.9%
18.7%
23.0%
30.1%
35.4%

TOTAL
0.0%
23.0%
36.9%
48.4%
60.8%
76.5%
88.0%

FTC

DOJ

FTC

DOJ

TOTAL

0
3
6
9
12
14
20

0
4
7
8
9
12
17

0.0%
6.1%
12.2%
18.4%
24.5%
28.6%
40.8%

0.0%
8.2%
14.3%
16.3%
18.4%
24.5%
34.7%

0.0%
14.3%
26.5%
34.7%
42.9%
53.1%
75.5%

124

85

59.3%

40.7%

100.0%

27

22

55.1%

44.9%

100.0%

TABLE III
FISCAL YEAR 20021
TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY
CLEARANCE
GRANTED TO
AGENCY

TRANSACTION
RANGE ($ MILLIONS)

CLEARANCE GRANTED AS A PERCENTAGE OF
TOTAL NUMBER
TOTAL NUMBER OF
TOTAL NUMBER OF
OF
CLEARANCES
TRANSACTIONS4
CLEARANCES GRANTED
PER AGENCY

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

50 to 100
100 to 150
150 to 200
200 to 300
300 to 500
500 to 1000
1000 AND UP

32
16
14
17
18
13
14

16
13
10
9
15
11
11

48
29
24
26
33
24
25

2.8%
1.4%
1.2%
1.5%
1.6%
1.1%
1.2%

1.4%
1.1%
0.8%
0.8%
1.3%
1.0%
1.0%

4.2%
2.5%
2.1%
2.2%
2.8%
2.1%
2.4%

25.8%
12.9%
11.2%
13.7%
14.6%
10.6%
11.2%

18.8%
15.3%
11.8%
10.6%
17.7%
12.9%
12.9%

15.3%
7.7%
6.7%
8.1%
8.6%
6.2%
6.7%

7.6%
6.2%
4.8%
4.3%
7.2%
5.3%
5.3%

22.9%
13.9%
11.5%
12.4%
15.8%
11.5%
12.0%

ALL CLEARANCES

124

85

209

10.9%

7.4%

18.3%

100.0%

100.0%

59.3%

40.7%

100.0%

TABLE IV
FISCAL YEAR 20021
INVESTIGATIONS IN WHICH SECOND REQUESTS WERE ISSUED
INVESTIGATIONS IN
WHICH SECOND
REQUEST WERE ISSUED3

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:
TRANSACTIONS IN
TOTAL NUMBER OF
TOTAL NUMBER OF
EACH TRANSACTION
SECOND REQUEST
TRANSACTIONS
RANGE GROUP
INVESTIGATIONS

50 to 100
100 to 150
150 to 200
200 to 300
300 to 500
500 to 1000
1000 AND UP

FTC
3
3
3
3
2
6
7

DOJ
4
3
1
1
3
5
5

TOTAL
7
6
4
4
5
11
12

FTC
0.3%
0.3%
0.3%
0.3%
0.2%
0.5%
0.6%

DOJ
0.4%
0.3%
0.1%
0.1%
0.3%
0.4%
0.4%

TOTAL
0.7%
0.6%
0.4%
0.4%
0.5%
0.9%
1.0%

FTC
0.7%
1.6%
2.7%
2.3%
1.6%
6.3%
8.2%

DOJ
1.0%
1.7%
0.9%
0.8%
2.4%
5.3%
5.9%

TOTAL
1.7%
3.3%
3.6%
3.1%
4.0%
11.6%
14.3%

FTC
6.1%
6.1%
6.1%
6.1%
4.1%
12.2%
14.3%

DOJ
8.2%
6.1%
2.1%
2.0%
6.1%
10.2%
10.2%

TOTAL
14.3%
12.2%
8.2%
8.1%
10.2%
22.4%
24.5%

ALL TRANSACTIONS

27

22

49

2.4%

1.9%

4.3%

2.4%

1.9%

4.3%

55.0%

44.9%

99.9%

TRANSACTION
RANGE ($MILLIONS)

TABLE V
FISCAL YEAR 20021
ACQUISITIONS BY REPORTING THRESHOLD
HSR TRANSACTIONS
THRESHOLD
NUMBER

PERCENT

PERCENTAGE OF
THRESHOLD GROUP

SECOND REQUEST
INVESTIGATIONS
PERCENTAGE OF
NUMBER
THRESHOLD GROUP

CLEARANCE GRANTED TO FTC OR DOJ
NUMBER

$50M
$100M
$500M
25%
50%
ASSETS ONLY

241
238
52
4
552
55

21.1%
20.8%
4.6%
0.4%
48.3%
4.8%

FTC
16
30
6
0
72
0

ALL TRANSACTIONS

1,142

100.0%

124

DOJ
8
12
9
1
46
9

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

6.6%
12.6%
11.5%
0.0%
13.0%
0.0%

3.3%
5.0%
17.3%
25.0%
8.3%
16.4%

9.9%
17.6%
28.8%
25.0%
21.3%
16.4%

3
5
2
0
17
0

3
2
4
0
11
2

1.2%
2.1%
3.8%
0.0%
3.1%
0.0%

1.2%
0.8%
7.7%
0.0%
2.0%
3.6%

2.4%
2.9%
11.5%
0.0%
5.1%
3.6%

85

10.9%

7.4%

18.3%

27

22

2.4%

1.9%

4.3%

TABLE VI
FISCAL YEAR 2002
TRANSACTIONS BY ASSETS OF ACQUIRING PERSON

NUMBER

PERCENT

Below 50M
50M - 100M
100M - 150M
150M - 200M
200M - 300M
300M - 500M
500M - 1000M
OVER 1000M

47
25
24
38
44
103
129
732

4.1%
2.2%
2.1%
3.3%
3.9%
9.0%
11.3%
64.1%

CLEARANCE GRANTED TO FTC OR
DOJ
PERCENTAGE OF
NUMBER
ASSET RANGE GROUP
FTC
DOJ
FTC
DOJ TOTAL
0
1
0.0%
2.1%
2.1%
1
0
4.0%
0.0%
4.0%
2
1
8.3%
4.2%
12.5%
3
4
7.9%
10.5%
18.4%
5
0
11.4%
0.0%
11.4%
4
5
3.9%
4.9%
8.8%
14
12
10.9%
9.3%
20.2%
95
62
13.0%
8.5%
21.5%

ALL TRANSACTIONS

1,142

100.0%

124

ASSET RANGE
($MILLIONS)

HSR TRANSACTIONS

85

10.9%

7.4%

18.3%

SECOND REQUEST INVESTIGATIONS
NUMBER
PERCENTAGE OF
ASSET RANGE GROUP
FTC
DOJ
FTC
DOJ TOTAL
0
1
0.0%
2.1%
2.1%
1
0
4.0%
0.0%
4.0%
0
0
0.0%
0.0%
0.0%
0
1
0.0%
2.6%
2.6%
0
0
0.0%
0.0%
0.0%
3
2
2.9%
1.9%
4.9%
2
3
1.6%
2.3%
3.9%
21
15
2.9%
2.0%
4.9%
27

22

2.4%

1.9%

4.3%

TABLE VII
FISCAL YEAR 20021
TRANSACTIONS BY SALES OF ACQUIRING PERSON
SALES RANGE
($MILLIONS)

Below 50M
50M - 100M
100M - 150M
150M - 200M
200M - 300M
300M - 500M
500M - 1000M
0VER 1000M
Sales Not Available6
ALL TRANSACTIONS

HSR TRANSACTIONS
NUMBER

PERCENT

88
26
31
32
51
95
97
685
37
1,142

7.7%
2.3%
2.7%
2.8%
4.5%
8.3%
8.5%
60.0%
3.2%
100.0%

CLEARANCE GRANTED TO FTC OR
DOJ
NUMBER PERCENTAGE OF SALES
RANGE GROUP
FTC DOJ
FTC
DOJ
TOTAL
4
1
4.5%
1.1%
5.6%
2
1
7.7%
3.8%
11.5%
2
1
6.5%
3.2%
9.7%
1
2
3.1%
6.3%
9.4%
4
3
7.8%
5.9%
13.7%
4
9
4.2%
9.5%
13.7%
11
10
11.3%
10.3%
21.6%
95
58
13.9%
8.5%
22.3%
1
0
2.7%
0.0%
2.7%
124
85
10.9%
7.4%
18.3%

SECOND REQUEST
INVESTIGATIONS3
NUMBER
PERCENTAGE OF
SALES RANGE GROUP
FTC DOJ
FTC DOJ
TOTAL
0
1
0.0% 1.1%
1.1%
1
0
3.8% 0.0%
3.8%
1
0
3.2% 0.0%
3.2%
1
1
3.1% 3.1%
6.2%
0
0
0.0% 0.0%
0.0%
1
2
1.1% 2.1%
3.2%
2
2
2.1% 2.1%
4.2%
21
16
3.1% 2.3%
5.4%
0
0
0.0% 0.0%
0.0%
27
22
2.4% 1.9%
4.3%

TABLE VIII
FISCAL YEAR 2002
TRANSACTIONS BY ASSETS OF ACQUIRED ENTITIES
HSR TRANSACTIONS
ASSET RANGE
($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR
DOJ

DOJ
24
17
8
5
2
10
8
8
3

PERCENTAGE OF ASSET
RANGE GROUP
FTC
DOJ
TOTAL
8.3%
6.9%
15.2%
9.9%
8.0%
17.9%
9.1%
7.3%
16.4%
13.1%
8.2%
21.3%
16.2%
2.7%
18.9%
15.2% 12.7%
27.9%
16.1% 14.3%
30.4%
7.9%
7.9%
15.8%
15.2%
3.0%
18.2%

85

10.9%

NUMBER

Below 50M
50M - 100M
100M - 150M
150M - 200M
200M - 300M
300M - 500M
500M - 1000M
0VER 1000M
Assets Not Available7

350
212
110
61
74
79
56
101
99

30.6%
18.6%
9.6%
5.3%
6.5%
6.9%
4.9%
8.8%
8.7%

FTC
29
21
10
8
12
12
9
8
15

ALL TRANSACTIONS

1,142

100.0%

124

7.4%

18.3%

SECOND REQUEST
INVESTIGATIONS

FTC
3
2
2
1
1
4
2
10
2

DOJ
4
5
0
1
1
1
6
3
1

PERCENTAGE OF
ASSET RANGE GROUP
FTC DOJ
TOTAL
0.9% 1.1%
2.0%
0.9% 2.4%
3.3%
1.8% 0.0%
1.8%
1.6% 1.6%
3.2%
1.4% 1.4%
2.7%
5.1% 1.3%
6.4%
3.6% 10.7%
14.3%
9.9% 3.0%
12.9%
2.0% 1.0%
3.0%

27

22

2.4%

NUMBER

1.9%

4.3%

TABLE IX
FISCAL YEAR 2002
TRANSACTIONS BY SALES OF ACQUIRED ENTITIES8

NUMBER

PERCENT

Below 50M
50M - 100M
100M - 150M
150M - 200M
200M - 300M
300M - 500M
500M - 1000M
0VER 1000M
Sales Not Available9

405
142
81
63
89
98
131
87
46

35.5%
12.4%
7.1%
5.5%
7.8%
8.6%
11.5%
7.6%
4.0%

CLEARANCE GRANTED TO FTC OR DOJ
PERCENTAGE OF SAKES
NUMBER
RANGE GROUP
FTC
DOJ
FTC
DOJ
TOTAL
37
28
9.1%
6.9%
16.0%
15
10
10.6%
7.0%
17.6%
5
7
6.2%
8.6%
14.8%
2
10
3.2%
15.9%
19.1%
12
7
13.5%
7.9%
21.4%
20
8
20.4%
8.2%
28.6%
13
7
9.9%
5.3%
15.2%
10
7
11.5%
8.0%
19.5%
10
1
21.7%
2.2%
23.9%

ALL TRANSACTIONS

1,142

100.0%

124

SALES RANGE
($ MILLIONS)

HSR TRANSACTIONS

85

10.9%

7.4%

18.3%

SECOND REQUEST
INVESTIGATIONS
PERCENTAGE OF
NUMBER
SAKES RANGE GROUP
FTC DOJ
FTC
DOJ
TOTAL
3
6
0.7%
1.5%
2.2%
3
1
2.1%
0.7%
2.8%
0
2
0.0%
2.5%
2.5%
0
0
0.0%
0.0%
0.0%
1
2
1.1%
2.2%
3.4%
5
1
5.1%
1.0%
6.1%
2
4
1.5%
3.1%
4.6%
13
5
14.9%
5.7%
20.7%
0
1
0.0%
2.2%
2.2%
27

22

2.4%

1.9%

4.3%

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10
111

112

113
114
211

212

221

233

234

235

INDUSTRY
DESCRIPTION
AGRICULTURAL
PRODUCTION – CROPS
AGRICULTURAL
PRODUCTION –
LIVESTOCK AND ANIMAL
SPECIALTIES
LUMBER AND WOOD
PRODUCTS, EXCEPT
FURNITURE
FISHING, HUNTING AND
TRAPPING
OIL AND GAS
EXTRACTION
MINING AND QUARRYING
OF NONMETALLIC
MINERALS, EXCEPT
FUELS
ELECTRIC, GAS AND
SANITARY SERVICES
BUILDING CONSTRUCTION
– GENERAL
CONTRACTORS AND
OPERATIVE BUILDERS
HEAVY CONSTRUCTION
OTHER THAN BUILDING
CONSTRUCTION –
CONTRACTORS
CONSTRUCTION –
SPECIAL GRADE
CONTRACTORS

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

NC

0

0

0

0

0

0

0.1%

0.1%

0

0

0

0

0

0

1

0.1%

-0.1%

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

13

1.1%

0.1%

0

0

0

0

0

0

13

1.1%

1.1%

0

0

0

0

0

0

53

4.6%

4.1%

1

8

9

0

1

1

1

0.1%

-0.2%

0

0

0

0

0

0

4

0.4%

-0.2%

1

0

1

0

0

0

7

0.6%

0.1%

0

0

0

0

0

0

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

0

0.0%

1

NUMBER4

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10
311

312

313
315
316
322
324
325
326
327

332

INDUSTRY
DESCRIPTION
FOOD AND KINDRED
PRODUCTS
BOTTLED AND CANNED
SOFT DRINKS AND
CARBONATED DRINKS;
AND CIGARETTE
MANUFACTURING
TEXTILE MILL PRODUCTS
APPAREL AND OTHER
FINISHED PRODUCTS
MADE FROM FABRICS
AND SIMILAR MATERIALS
LEATHER AND LEATHER
PRODUCTS
PAPER AND ALLIED
PRODUCTS
PETROLEUM REFINING
AND RELATED
INDUSTRIES
CHEMICALS AND ALLIED
PRODUCTS
RUBBER AND MISC.
PLASTICS PRODUCTS
STONE, CLAY, GLASS AND
CONCRETE PRODUCTS
FABRICATED METAL
PRODUCTS, EXCEPT
MACHINERY AND
TRANSPORTATION
EQUIPMENT

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

-0.1%

9

6

15

2

2

4

0.7%

0.6%

0

0

0

0

0

0

1

0.1%

-0.2%

0

0

0

0

0

0

1

0.1%

0.1%

0

0

0

0

0

0

0

0.0%

-0.2%

0

0

0

0

0

0

9

0.8%

0.1%

0

4

4

0

1

1

9

0.8%

0.5%

1

0

1

1

0

1

71

6.2%

1.3%

29

2

31

7

0

7

20

1.8%

0.8%

4

1

5

2

0

2

13

1.1%

0.7%

3

1

4

0

1

1

23

2.0%

0.6%

4

2

6

0

0

0

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

32

2.8%

8

NUMBER

4

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10

333

334

335

336
337
339
421
422
441

INDUSTRY
DESCRIPTION
INDUSTRIAL AND
COMMERCIAL
MACHINERY AND
COMPUTER EQUIPMENT
MEASURING, ANALYZING
AND CONTROLLING
INSTRUMENTS;
PHOTOGRAPHIC,
MEDICAL AND OPTICAL
GOODS; WATCHES AND
CLOCKS
ELECTRONIC AND OTHER
ELECTRICAL EQUIPMENT
AND COMPONENTS,
EXCEPT COMPUTER
EQUIPMENT
TRANSPORTATION
EQUIPMENT
HOME FURNITURE,
FURNISHINGS AND
EQUIPMENT STORES
MISCELLANEOUS
MANUFACTURING
INDUSTRIES
WHOLESALE TRADE –
DURABLE GOODS
WHOLESALE TRADE –
NONDURABLE GOODS
AUTOMOTIVE DEALERS
AND GASOLINE SERVICE
STATIONS

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

-1.2%

2

6

8

0

2

2

6.9%

2.6%

11

12

23

3

4

7

10

0.9%

-4.4%

0

3

3

0

0

0

18

1.6%

-0.4%

4

1

5

1

0

1

4

0.4%

NC

2

0

2

0

0

0

15

1.3%

0.8%

3

0

3

0

0

0

43

3.8%

-0.2%

4

6

10

0

0

0

56

4.9%

1.6%

9

0

9

3

0

3

5

0.4%

-0.9%

0

0

0

0

0

0

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

22

1.9%

79

NUMBER

4

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10
443

444
446
447
448
452
453
454
481
482
483
484

485

486

INDUSTRY
DESCRIPTION
MISCELLANEOUS REPAIR
SERVICES
BUILDING MATERIALS,
HARDWARE, GARDEN
SUPPLY, AND MOBILE
HOME DEALERS
MISCELLANEOUS RETAIL
FOOD STORES
APPAREL AND
ACCESSORY STORES
GENERAL MERCHANDISE
STORES
STATIONERY AND OFFICE
SUPPLIES
HEATING OIL DEALERS
AND LIQUEFIED
PETROLEUM GAS
TRANSPORTATION BY AIR
RAILROAD
TRANSPORTATION
WATER
TRANSPORTATION
MOTOR FREIGHT
TRANSPORTATION AND
WAREHOUSING
LOCAL AND SUBURBAN
TRANSIT AND
INTERURBAN HIGHWAY
PASSENGER
TRANSPORTATION
PIPELINES, EXCEPT
NATURAL GAS

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.1%

0

0

0

0

0

0

0.0%

-0.3%

0

0

0

0

0

0

6
2

0.5%
0.2%

-0.2%
-0.5%

2
0

0
1

2
1

0
0

0
0

0
0

4

0.4%

0.3%

0

0

0

0

0

0

1

0.1%

-0.2%

0

0

0

0

0

0

2

0.2%

-0.5%

0

0

0

0

0

0

8

0.7%

-0.3%

2

0

2

0

0

0

3

0.3%

-0.1%

0

0

0

0

0

0

1

0.1%

0.1%

0

0

0

0

0

0

3

0.3%

-0.3%

1

1

2

1

1

2

3

0.3%

-0.3%

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

21

1.8%

-1.2%

3

0

3

1

0

1

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

2

0.2%

0

NUMBER

4

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10
511
512
513
521
522

523
524
525
532

541

551
561
611
621

INDUSTRY
DESCRIPTION
PRINTING, PUBLISHING
AND ALLIED INDUSTRIES
MOTION PICTURES
COMMUNICATIONS
DEPOSITORY
INSTITUTIONS
NONDEPOSITORY CREDIT
INSTITUTIONS
SECURITY AND
COMMODITY BROKERS,
DEALERS, EXCHANGES
AND SERVICES
INSURANCE CARRIERS
INSURANCE AGENTS,
BROKERS AND SERVICE
AUTOMOTIVE REPAIR,
SERVICES AND PARKING
SERVICES – BUSINESS,
LEGAL, ENGINEERING,
ACCOUNTING, RESEARCH,
MANAGEMENT AND
RELATED SERVICES
HOLDING AND OTHER
INVESTMENT OFFICES
TRANSPORTATION
SERVICES
EDUCATIONAL SERVICES
HEALTH SERVICES

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

1.5%

2

5

7

1

1

2

1.2%
6.9%

0.8%
0.2%

0
0

1
11

1
11

0
0

0
5

0
5

0

0.0%

1.5%

0

0

0

0

0

0

51

4.5%

3.4%

1

1

2

0

0

0

88

7.7%

4.4%

1

2

3

0

1

1

32

2.8%

0.8%

1

2

3

0

0

0

18

1.6%

0.9%

0

0

0

0

0

0

5

0.4%

NC

1

0

1

0

0

0

83

7.3%

6.5%

9

7

16

3

2

5

2

0.2%

-4.6%

0

0

0

0

0

0

20

1.8%

0.8%

3

0

3

0

0

0

3

0.3%

-9.7%

0

0

0

1

0

1

11

1.0%

0.4%

3

0

3

1

0

1

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

44

3.9%

14
79

NUMBER4

TABLE X

FISCAL YEAR 20021
INDUSTRY GROUP OF ACQUIRING PERSONS
3-DIGIT
NAICS
CODE 10

622
624
711
713
721
722
812
813
923

924

999
000

INDUSTRY
DESCRIPTION
GENERAL MEDICAL AND
SURGICAL; PSYCHIATRIC
AND SUBSTANCE ABUSE
HOSPITALS
SOCIAL SERVICES
REAL ESTATE
AMUSEMENT AND
RECREATION SERVICES
HOTELS, ROOMING
HOUSES, CAMPS, AND
OTHER LODGING PLACES
EATING AND DRINKING
PLACES
PERSONAL SERVICES
MEMBERSHIP
ORGANIZATIONS
ADMINISTRATION OF
HUMAN RESOURCE
PROGRAMS
ADMINISTRATION OF
ENVIRONMENTAL
QUALITY AND HOUSING
PROGRAMS
NON-CLASSIFICABLE
ESTABLISHMENTS
NOT AVAILABLE12
ALL TRANSACTIONS

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

0.8%

3

0

3

0

0

0

0.1%
0.4%

0.1%
-0.1%

0
0

0
0

0
0

0
0

0
0

0
0

5

0.4%

-3.1%

1

0

1

0

0

0

5

0.4%

0.1%

1

0

1

0

0

0

14

1.2%

0.5%

1

0

1

0

0

0

2

0.2%

0.1%

0

1

1

0

0

0

1

0.1%

NC

0

0

0

0

0

0

0

0.0%

-0.1%

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

56

4.9%

NC

2

1

3

0

1

1

124

85

209

27

22

49

PERCENT
OF
TOTAL

CHANGE
FROM FY 200111

16

1.4%

1
4

NUMBER4

1,142

Table XI
FISCAL YEAR 20021 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT
NAICS
CODE11

INDUSTRY DESCRIPTION

PERCENT
OF
NUMBER4
TOTAL

CHANGE
FROM FY
200112

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

NUMBER OF 3 DIGIT
INTRA-INDUSTRY
TRANSACTIONS13
(the data series for this column was revised

FTC

DOJ TOTAL FTC

DOJ TOTAL

in April, 2008)

111

Agricultural Production - Crops

0

0.0%

NC

0

0

0

0

0

0

0

112

Agricultural Production Livestock and Animal Specialties

1

0.1%

NC

0

0

0

0

0

0

1

3

0.3%

0.1%

0

0

0

0

0

0

1

0
11

0.0%
1.0%

NC
NC

0
0

0
0

0
0

0
0

0
0

0
0

0
9

9

0.8%

0.6%

0

0

0

0

0

0

3

58

5.1%

1.4%

1

8

9

0

1

1

44

0

0.0%

-0.2%

0

0

0

0

0

0

0

8

0.7%

0.1%

1

0

1

0

0

0

4

10

0.9%

0.5%

0

0

0

0

0

0

4

36

3.2%

0.6%

7

6

13

2

2

4

26

6

0.5%

0.3%

0

0

0

0

0

0

6

2

0.2%

-0.2%

0

0

0

0

0

0

1

1

0.1%

NC

0

0

0

0

0

0

1

0

0.0%

NC

0

0

0

0

0

0

0

113
114
211
212
221
233

234
235
311
312
313
315
316

Lumber and Wood Products,
Except Furniture
Fishing, Hunting and Trapping
Oil and Gas Extraction
Mining and Quarrying of
Nonmetallic Minerals, Except
Fuels
Electric, Gas and Sanitary
Services
Building Construction – General
Contractors and Operative
Builders
Heavy Construction Other Than
Building Construction Contractors
Construction - Special Grade
Contractors
Food and Kindred Products
Bottled and Canned Soft Drinks
and Corbonated Drinks; and
Cigarette Manufacturing
Textile Mill Products
Apparel and Other Finished
Products Made From Fabrics
and Similar Materials
Leather and Leather Products

Table XI
FISCAL YEAR 20021 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT
NAICS
CODE11

322
324
325
326
327
332

333

334

335
336
337
339
421
422

INDUSTRY DESCRIPTION

Paper and Allied Products
Petroleum Refining and Related
Industries
Chemicals and Allied Products
Rubber and Misc. Plastics
Products
Stone, Clay, Glass and Concrete
Products
Fabricated Metal Products,
Except Machinery and
Transportation Equipment
Industrial and Commercial
Machinery and Computer
Equipment
Measuring, Analyzing and
Controlling Instruments;
Photographic, Medical and
Optical Goods; Watches and
Clocks
Electronic and Other Electrical
Equipment and Components,
Except Computer Equipment
Transportation Equipment
Home Furniture, Furnishings
and Equipment Stores
Miscellaneous Manufacturing
Industries
Wholesale Trade - Durable
Goods
Wholesale Trade - Nondurable
Goods

PERCENT
OF
NUMBER4
TOTAL

CHANGE
FROM FY
200112

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

NUMBER OF 3 DIGIT
INTRA-INDUSTRY
TRANSACTIONS13
(the data series for this column was revised

DOJ TOTAL FTC
4
4
0

DOJ TOTAL
0
0

in April, 2008)

11

1.0%

0.1%

FTC
0

4

0.4%

NC

1

0

1

1

0

1

4

67

5.9%

1.6%

22

1

23

6

0

6

44

18

1.6%

0.3%

2

1

3

0

0

0

14

18

1.6%

1.2%

3

2

5

0

1

1

11

20

1.8%

-0.1%

4

2

6

0

0

0

16

24

2.1%

-0.9%

2

5

7

0

2

2

16

76

6.7%

2.4%

11

13

24

1

3

4

51

10

0.9%

-3.9%

0

4

4

0

0

0

7

23

2.0%

0.3%

5

1

6

1

0

1

13

3

0.3%

0.2%

2

0

2

0

0

0

2

13

1.1%

0.5%

3

0

3

0

0

0

7

55

4.8%

0.5%

7

4

11

2

0

2

32

49

4.3%

1.5%

10

0

10

3

0

3

30

6

Table XI
FISCAL YEAR 20021 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT
NAICS
CODE11

INDUSTRY DESCRIPTION

PERCENT
OF
NUMBER4
TOTAL

CHANGE
FROM FY
200112

CLEARANCE
GRANTED TO FTC
OR DOJ

(the data series for this column was revised

FTC
441
443
444
446
447
448
452
453
454
481
482
483
484
485
486
511
512
513
521
522
523

Automotive Dealers and
Gasoline Service Stations
Miscellaneous Repair Services
Building Materials, Hardware,
Garden Supply, and Mobile
Home Dealers
Miscellaneous Retail
Food Stores
Apparel and Accessory Stores
General Merchandise Stores
Stationery and Office Supplies
Heating Oil Dealers and
Liquefied Petroleum Gas
Transportation by Air
Railroad Transportation
Water Transportation
Motor Freight Transportation
and Warehousing
Local and Suburban Transit and
Interurban Highway Passenger
Transportation
Pipelines, Except Natural Gas
Printing, Publishing and Allied
Industries
Motion Pictures
Communications
Depository Institutions
Nondepository Credit
Institutions
Security and Commodity
Brokers, Dealers, Exchanges and
Services

SECOND REQUEST
INVESTIGATIONS3

NUMBER OF 3 DIGIT
INTRA-INDUSTRY
TRANSACTIONS13

DOJ TOTAL FTC

DOJ TOTAL

in April, 2008)

7

0.6%

-0.9%

0

0

0

0

0

0

4

2

0.2%

0.1%

0

0

0

0

0

0

2

0

0.0%

NC

0

0

0

0

0

0

0

9
1
9
2
0

0.8%
0.1%
0.8%
0.2%
0.0%

NC
-0.5%
0.6%
NC
NC

2
0
0
0
0

0
0
1
0
5

2
0
1
0
5

0
0
0
0
2

0
0
0
0
0

0
0
0
0
2

5
1
4
0
0

20

1.8%

NC

2

0

2

0

0

0

7

3
0
3

0.3%
0.0%
0.3%

NC
-0.1%
-0.4%

0
0
1

1
0
1

1
0
2

0
0
1

1
0
1

1
0
2

1
0
2

3

0.3%

-0.2%

0

0

0

1

0

1

1

0

0.0%

NC

1

0

1

1

0

1

0

23

2.0%

1.6%

4

0

4

0

0

0

13

55

4.8%

2.0%

2

7

9

0

2

2

32

18
100
1

1.6%
8.8%
0.1%

1.2%
1.2%
-1.2%

0
0
0

1
6
0

1
6
0

0
0
0

0
7
0

0
7
0

8
55
0

41

3.6%

1.9%

0

1

1

0

0

0

29

48

4.2%

0.9%

0

2

2

0

1

1

21

Table XI
FISCAL YEAR 20021 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT
NAICS
CODE11

524
525
532
541
551
561
611
621
622
624
711
713
721
722
812
813
711
923
924

INDUSTRY DESCRIPTION

Insurance Carriers
Insurance Agents, Brokers and
Service
Automotive Repair, Services and
Parking
Engineering, Accounting,
Research, Management and
Related Services
Holding and Other Investment
Offices
Transportation Services
Educational Services
Health Services
General Medical and Surgical;
Psychiatric and Substance Abuse
Hospitals
Social Services
Real Estate
Amusement and Recreation
Services
Hotels, Rooming Houses, Camps,
and Other Lodging Places
Eating and Drinking Places
Personal Services
Membership Organizations
Miscellaneous Services
Administration of Human
Resource Programs
Administration of
Environmental Quality and
Housing Programs

PERCENT
OF
NUMBER4
TOTAL

CHANGE
FROM FY
200112

CLEARANCE
GRANTED TO FTC
OR DOJ

SECOND REQUEST
INVESTIGATIONS3

NUMBER OF 3 DIGIT
INTRA-INDUSTRY
TRANSACTIONS13
(the data series for this column was revised

DOJ TOTAL FTC
2
3
0

DOJ TOTAL
0
0

in April, 2008)

32

2.8%

0.5%

FTC
1

3

0.3%

-0.7%

0

0

0

0

0

0

1

10

0.9%

0.5%

1

0

1

0

0

0

5

89

7.8%

-4.9%

10

5

15

3

1

4

57

0

0.0%

-1.2%

0

0

0

0

0

0

0

19
3
13

1.7%
0.3%
1.1%

0.7%
0.1%
-1.2%

3
0
3

0
0
0

3
0
3

0
0
1

0
0
0

0
0
1

9
3
6

14

1.2%

NC

3

0

3

0

0

0

13

0
4

0.0%
0.4%

-0.1%
0.4%

0
0

0
0

0
0

0
0

0
0

0
0

0
4

7

0.6%

NC

1

0

1

0

0

0

1

2

0.2%

NC

1

0

1

0

0

0

0

14
2
0
0

1.2%
0.2%
0.0%
0.0%

0.3%
0.1%
-2.5%
NC

1
0
0
0

0
1
0
0

1
1
0
0

0
0
0
0

0
0
0
0

0
0
0
0

2
0
0
0

0

0.0%

NC

0

0

0

0

0

0

0

0

0.0%

NC

0

0

0

0

0

0

0

22

Table XI
FISCAL YEAR 20021 INDUSTRY GROUP OF ACQUIRED ENTITIES

3-DIGIT
NAICS
CODE11

INDUSTRY DESCRIPTION

PERCENT
OF
NUMBER4
TOTAL

CHANGE
FROM FY
200112

CLEARANCE
GRANTED TO FTC
OR DOJ

(the data series for this column was revised

FTC
999

Nonclassificable Establishments

000

NOT AVAILABLE
ALL TRANSACTIONS

SECOND REQUEST
INVESTIGATIONS3

NUMBER OF 3 DIGIT
INTRA-INDUSTRY
TRANSACTIONS13

DOJ TOTAL FTC

DOJ TOTAL

in April, 2008)

0

0.0%

NC

0

0

0

0

0

0

0

49
1,142

4.3%
100.0%

1.1%
--

7
124

1
85

8
209

2
27

0
22

2
49

1
662

1

Fiscal Year 2002 figures include transactions reported between October 1, 2001 and September 30, 2002.
The size-of-transactions is based on the aggregate total amount of voting securities and/or assets to be held by the acquiring person as a result of the transaction and is taken from
the response to Item 3(b)(ii) and 3(c) of the notification form.
3
These statistics are based on the date that the second request was issued.
4
During fiscal year 2002, 1,187 transactions were reported under the HSR Premerger Notification program. The smaller number of 1,142 reflects adjustments to eliminate the
following types of transactions: (1) transactions reported under Sections 7A(c)(6) and (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
The total number of filings under $50M submitted in Fiscal Year 2002 is corrective filings for transactions occurring before February 1, 2001.
6
This category includes newly formed acquiring persons, foreign acquiring persons with no United States revenues, and acquiring persons who had not derived any revenues from
their investments at the time of filing.
7
Assets of an acquired entity are not available when the acquired entity’s financial data is consolidated within its ultimate parent.
8
Sales of an acquired entity are taken from responses to Items 4(a) and (b) (SEC documents and annual reports) or Item 5 (dollar revenues) of the Premerger Notification and
Report form.
9
This category includes acquisitions of newly formed corporations or corporate joint ventures from which no sales were generated, and acquisitions of assets which produced no
sales or revenues during the prior year to filing the Notification and Report form.
10
The 3-digit codes are part of the North American Industrial Classification System (NAICS) established by the United States Government North American Industrial
Classification System 1997, Executive Office of the President – Office of Management and Budget. The NAICS groups used in this table were determined from responses
submitted by the parties to Item 5 of the Premerger Notification and Report effective July 1, 2001.
11
This number represents the deviation from the FY 2001 percentage.
12
This category includes transactions by newly formed entities.
13
The intra-industry transaction 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%3A776e66c0a1670d82. Public record. Not legal advice.