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Federal Trade Commission

Bureau of Competition

Joseph 3. Simons, Director

Antitrust Enforcement Activities

Fiscal Year 1998 March 31, 2002

ABA Antitrust Seetion Spring Meeting 2002

ABA ANTITRUST SECTION

SPRING MEETING

Summary of Bureau of Competition Activity

Fiscal Year 1998 Through March 31. 2002

Table of Contents

I. Mergers ..................................................................

A . Consentorders ..................................................... 8

ABB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Agrium. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Airgas.Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

A1bertson's.h~.................................................... 8

Albertson's, Inc.................................................... 9

AmericaOnline. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Associated Octel Company Limited ................................... 9

The Boeing Company ........................................ :..... 9

BPAmocop.1.c ....................................................

British Petroleum Company p.1.c. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Cendlan Corporation .............................................. 10

Chevron Corporation .............................................. 10

CMS Energy Corporation .......................................... 10

Commonwealth Land Title Insurance Company .......................... 10

Computer Sciences Corporation ........... I ......................... 10

CUC International. Inc ............................................. 10

DegussaAG ......................................................

Delhaize Freres et cie "Le Lion" S.A. ................................. 11

Deutsche Gelatine-Fabriken Stoess AG . . . . . . . . . . . . ..a .................. 11

Diageoplc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l l

Dominion Resources, Inc............................................ 11

Dow Chemical Company, The ....................................... 11

Dow Chemical Company, The ........................................ 11

Duke Energy Corporation .......................................... 12

El Paso Energy Corporation ......................................... 12

El Paso Energy Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ExxonCorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Federal-Mogul Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Fidelity National Financial Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

FMC Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Global Industrial Technologies. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GuinnessPLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

HoechstAG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

INA-Holding Schaeffler KG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Insilco Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Jitney-Jungle Stores of America. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

KochIndustries.Inc ............................................... 14

KoninklijkeAhold NV ............................................. 14

KrogerCompany .................................................

Krogercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Lafarge Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Landamerica Financial Group, Inc . [formerly Lawyers Title Corporation] . . . . . 15

MacDexmid,Inc ..................................................

ManheimAuctions. Inc .............................................. 15

MCN ..........................................................

Medtronic. Inc ....................................................

Medtronic, Inc ....................................................

MerckandCo, Inc ................................................. 16

MetsoOyj ....................................................... 16

Nestle Holdings, Inc...............................................17

. .

Nonek,Inc ....................................................... 17

NovartisAG ..................................................... 17

MzerInc ........................................................ 17

Philip Morris Companies. Inc ........................................ 17

Precision Castparts Corporation ..................................... 17

Provident Companies, Inc................................ ;.......... 17

Quexco Incorporated ............................................... 18

Reckitt & Colman plc .............................................. 18

RHIAG ........................................................

Rhodia, Donau Chemie AG ......................................... 18

Roche Holdings Ltd ................................................ 18

Rohm & Haas Company ........................................... 18

S.C. Johnson & Son, Inc ............................................ 19

Service Corporation International ..................................... 19

Service Corporation International .................................... 19

Shaw'sSupemarkets, Inc........................................... 19

ShellOilCompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SiemensAG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Skychefs. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SrnithKline Beecham plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SNL4S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

TRWInc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Tyco International Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Valero Energy Corporation ......................................... 20

Valspar Corporation ............................................... 21

VNUN.V. ...................................................... 21

Williams Companies .............................................. 21

Winn-Dixie Stores. Inc ............................................. 21

ZenecaGroupPLC ................................................ 21

B . Authorizations to Seek Preliminary Injunctions ........................... 21

BPAmocop.1.c ................................................... 21

Cardinal Health Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Conso International Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Deutsche Gelatine-Fabriken Stoess AG ................................ 22

Diageoplc ......................................................

The Hearst Trust and The Hearst Corporation ........................... 22

H.J. Heinz Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Kroger CompanyIWinn-Dixie ....................................... 23

Libby,Inc.......................................................

McKesson Corporation ............................................ 23

SwedishMatchAB ............................................... 24

Tenet Healthcare Corporation ....................................... 24

C . Commission Opinionsflnitial Decisions ................................. 24

SwedishMatchAB ...............................................24

Tenet Healthcare Corporation .......................................24

D: Court Decisions ....................................................24

H.J.HeinzCompany .............................................. 24

SwedishMatchAB ...............................................24

Tenet Hea1thcare.Corporation ....................................... 25

E. Order Violations ................................................... 25

Boston Scientif c Corporation ....................................... 25

ColumbiafHCA Healthcare Corporation ............................... 25

CVS Corporation .................................................

Rite Aid Corporation .............................................. 25

F. Other Commission Orders ............................................ 26

H J . Heinz Company ............................................... 26

Tenet Healthcare Corporation ...................... : . . . . . . . . . . . . . . . . 26

G . Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Chicago Bridge & Iron Company N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

H.J. Heinz Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Monier Lifetile LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

MSC . Software Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Swedish Match AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

II.

Tenet Healthcare Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . 27

Best Practices Analysis for Merger Review Process . . . . . . . . . . . . . . . . . . . . . . 27

Clayton Act -.Section 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Clearance Procedures for Antitrust Investigations . . . . . . . . . . . . . . . . . . . . . . . . 28

A Study of the Commission's Divestiture Process ....................... 28

Protocol . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Hart-Scott-Rodino Antitrust Improvements Act Enforcement ............. 29

Court Declslons ................................................... 29

Consentorders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Blackstone Capital Partners II Merchant Banking Fund L.P. . . . . . . . . . . . . . . . 29

The Hearst Trust and The Hearst Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

The Laitram Corporation ........................................... 29

Loewen Group Inc. and Loewen Group International, Inc .................. 30

Complaints (Complaints filed as part of a consent agreement not listed separately)

............................................................... 30

Rules and Formal Interpretations ...................................... 30

Rules to Exempt Certain Acquisitions Required by FTC Orders or Court Orders.

Amendment to Rule 802.70 ................................... 30

Limited Liability Companies - Formal Interpretation 15 ..................30

Affidavits and Certifications .Formal Interpretation 16 ................... 30

Second Requests Procedures ........................................ 30

Hart-Scott-Rodino Reform .......................................... 31

Other ............................................................ 31

Premerger Notification Annual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (May 29, 1998):

Twentieth Annual Report (Fiscal Year 1997)..................... 31

Premerger Notification Annual Report to Congress Pursuant to Section 201 of the

Hart-Scon-Rodino Antitrust Improvements Act of 1976 (March 1999):

Twenty-first Annual Report (Fiscal Year 1998). . . . . . . . . . . . . . . . . . .31

1999 Premerger Notification Source Book (April 1999) ..................31

Premerger Notification Annual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (August 18.

2000): Twenty-second Annual Report (Fiscal Year 1999) ...........32

Premerger Notification Annual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (April 30. 2001).

Twenty-third Annual Report (Fiscal Year 2000) . . . . . . . . . . . . . . . . . . . 32

III.

Non-Merger Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

HORIZONTALENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

A. Commission Opinionshitial Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SummitTechnologyandVlSX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

CourtDec~sions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

California Dental Association ....................................... 33

Authorizations to Seek PreliminaryPermanent Injunctions .................. 33

Consentorders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

AbbottLaboratories ............................................... 33

Alaska Healthcare Network .......................... r.............. 34

American Home Products Corporation ................................ 34

Asociacion de F m a c i a s Region de Arecibo ....................... ; ... 34

Bertlesmann Music Group, Inc ....................................... 34

Capitol Records, Inc. dba "'EMMusic Distribution" ..................... 35

Checkpoint Systems, Inc ............................................ 35

ChryslerDealers .................................................. 35

Colegio de Cimjanos Dentistas de Puerto Rico . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Columbia River Pilots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico .............. 35

Ethylcorporation ................................................. 36

Fastline Publication, Inc ............................................ 36

FMC Corporation ................................................. 36

GenevaPharmaceuticals ........................................... 36

Hoechst Marion Roussel ............................................ 36

Institutional Pharmacy Network ..................................... 36

M.D. Physicians of Southwest Louisiana, Inc ........................... 37

Mesa County Physicians IPA ......................................... 37

Michael T. Berkley, D.C. ...........................................37

Mark A . Cassellius, D.C. ................................. ......... 37

NineWestGroupInc ..............................................37

North Lake Tahoe Medical Group, Inc.................................37

Sensormatic Electronics Corporation .................................37

Sony Music Entertainment ................ : ......................... 37

South Lake Tahoe Lodging Association ............................... 38

Southern Valley Pool Association .................................... 38

Stone Container Corporation ........................................ 38

Summit Technology, Inc............................................. 38

TexasSurgeons,P.A ............................................... 38

Time Warner, Inc................................................. 38

Universal Music and Video Distribution Corporation ..................... 39

UMG Recordings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Urological Stone Surgeons, Inc ....................................... 39

Parkside Kidney Stone Centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Warner Communications Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Wisconsin Chiropractic Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Hoechst Marion Roussel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Schering .Plough Corporation . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

PolyGramMusicGroup . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Summit Technology. Inc . and VEX. Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Policy Statements/Conferences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Midwest Gas Price Investigation ..................................... 41

Refined Petroleum Products in the United States ........................ 41

Second Public Conference on the U.S. Oil and Gasoline Industry . . . . . 41

Comrmss~onStudies .................................................... 41

Study of U.S. Generic Drug Competition .............................. 41

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

AdvisoryOp~n~ons

MedSouth, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Northeast Pharmacy Service Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

BJC Health System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Orange Pharmacy Equitable Network ................................. 42

Wesley Health Care Center, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Associates in Neurology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Phoenix Medical Network. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

Alliance of Independent Medical Services, LLC ......................... 42

Direct Marketing Association ....................................... 42

WorkshopsMearings ....................................................

Hearings to Focus on the Implications of Competition and Patent Law and Policy

......................................................... 42

Slotting Allowances ............................................... 42

Report on Sloning Allowances & Other Grocery Marketing Practices .43

VERTICALENFORCEMENT ..................................................

A . Commission OpinionslInitial Decisions ......................... : ........ 44

T o y s " R U s ...................................................... 44

B. CourtDec~s~ons

................................................... 44

ToysRUs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

C. Authorization to Seek PreliminaryPermanent Injunctions .................. 44

Mylan Laboratories, Inc............................................ 44

D . Consentorders ..................................................... 45

Hale Products, Inc ................................................. 45

McCormick & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Waterous Company. Inc. . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

E . Complaints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Intel Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

F. Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46

SINGLEFIRM ENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

A . Commission Opinionshitial Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

B . CourtDecisions ................................................ 47

C. Consentorders ................................................ 47

D . Complaints ...................................................

E . Other ........................................................

N . International Activities ............................. : ....................... 48

International Competition Network ......................................... 48

BilateralCooperation ....................................................

TradeICompetition Fora ................................................... 49

Multilateral Fora . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

TechnicalAssistance .................................................... 49

. . ...............................................................

\rI. Statist~cs

Fiscal Year 2002 (through March31. 2002) .................................. 54

Fiscalyear2001 .......................................................

FiscalYear2000 .......................................................

Fiscalyear1999 .......................................................

Fiscalyear1998 .......................................................

FEDERAL TRADE COMMISSION

Bureau of Competition

Director

Econonric Assistant to the

Director

Joseph J. Simons

Mark Fmnkcna

D e p t t t y Director

Sr. Litigutioit Corrirsel

M. Sean Royal1

Mlcllael C o w ~ c

Deputy Director

Susan Cre~gllto~i

- -

Arrticosr/~clili~~c

I'riroliccs

Mcrgcrs I

Prcrrrcrger Ni~lificcrliorr

An11B. Millester, AD

Slcvcl~I3elnstcin. DAD

Marinn R. Drono, AD

Robert Jones, D A 4

-..

-- .... -

Pat Fostcr, Sr. I'logr;1111 A~lalysl

cilrrl~l~iillrce

Dall~elP. Ducorc, AD

I<oberlr~Boruch, DAD

Dctsy Plotrowski, DAD

Mergers 11

Richard Licbcskind, AD

I<llc~tKralla, DAD

Morris Bloom. DAD

Richanl E I)i~gcn,AD

Patrick Ro;~cl~,

DAD

Geoi'1i.c~Olivcl., DAD

f/ci~/~/rcrrrc

Swl~iccs& Prndr~cls

JciTBrcn~la~~,

Uavc Poldcr, DAD

Mtlrktis Mcicr, DAD

ltegiorri11O [ ~ ~ ~ r i ~ l i i l ~ ~ . v

Drncc Ilofrijlan, Associalc Dir.

.-.

. .~~

Jdcrgm 111

Phillip L. Broylcs, AD

Ciithy Moscatclli, DAD

William Vigdor, DAD

P~I/~C

iflli/

J! / ~ ~ i l ~ ~ l i f f ~ ~ l l ~

Aldc11I.'.Abbotl, AD

E~tlcstNagata, DAD

ABA ANTITRUST SECTION

SPRING MEETING

Summary of Bureau of Competition Activity

Fiscal Year 1998 Through March 31,2002

Mergers

Consent Orders

ABB (Final Order April 14, 1999): ABB divested the Analytical Division of Elsag Bailey

Process Auromafion N.V. to Siemens Cornoration settling antitrust concerns that the acauisition

of Elsag would substantially reduce competition in the market for process gas chromatographs

and process mass spectrometers, analytical instruments used to measure the chemical

composition of a gas or liquid used in petrochemical refining, pharmaceutical and chemical

manufacturing, and pulp and paper processing.

Agriurn, Inc. (Final Order November 13,2000): A consent order requires Agrium to divest a

deepwater terminal near Portland, Oregon, an up water terminal in central Washington and other

assets settling charges concerning its proposed acquisition of the nitrogen fertilizer business of

Union Oil Company of California. Agrium and Unocal are the leading producers in the

Northwest of nitrogen fertilizer - anhydrous ammonia, urea and UAN 32% solution -ingredients

used for plant growth.

Airgas, Inc. (Final Order December 18,2001): Airgas, Inc., the nation's largest distributor of

industrial, medical, and specialty gases, settled antitrust charges that its January 2000 acquisition

of Mallinckrodt, Inc.'s Puritan Bennett Medical Gas Business eliminated competition in the

North American market for the production and sale of nitrous oxide. Under terms of the order,

Airgas is required to divest two nitrous oxide plants and related assets to Air Liquide America

Corporation within 10 days after the Commission issues its final order. Nitrous oxide is a clear,

odorless gas used mainly in dental and surgical procedures as an analgesic agent or as a

supplement to anesthesia.

Albertson's, Inc. (Final Order December 8, 1998): A consent order requires Albertson's to

divest eight supermarkets in Montana and seven in Wyoming to Supemalu Holdings, Inc. in an

effort to maintain competitive pricing in the areas. According to the complaint, Albertson's

acquisition of Burtrey Food and Drug Store Company would result in higher prices and reduced

quality in 11 communities.

Albertson's, Znc. (Final Order December 8,2000): The final order, modified after the public

comment period, does not require the divestiture of a Lucky (American Stores Company) store in

Lompoc, California to Ralph's. Albertson's Inc. agreed to divest 104 supermarkets and American

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

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

Mexico. The divestiture agreement is the largest retail divestiture of supermarkets ever required

by the Commission.

AmericaOnline, Znc. (Final Order April 17,2001): AOL and Time Wamer Inc. settled

Commission concerns relating to their proposed merger. The order requires AOL Time Wamer

to open its cable system to competitor internet service providers. In addition, the company is

prohibited from interfering with content passed along the bandwidth contracted for by nonaffiliated internet service providers; and prohibited from interfering with the ability of nonaffiliated providers of interactive television services to interact with interactive signals that AOL

Time Wamer agreed to cany.

Associated Octel Company Limited (Final Order December 22, 1999): Associated Octel

settled charges that its acquisition of Oboadler Company would eliminate direct competition and

raise prices in the highly concentrated market for the manufacture and sale of lead antiknock

compounds. Under terms of the order, Octel agreed to supply Oboadler's current distributor,

Allchem Industries, Inc., with lead antiknock compounds for resale in the United States for 15

years.

The Boeing Company (Final Order January 5,2001): The consent order permits the

acquisition of Hughes Space and Communications, a subsidiary of General Motors Corporation,

but prohibits Boeing from providing systems engineering and technical assistance (SETA) to the

U.S. Department of Defense for a classified program. According to the complaint, Boeing is the

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

BPAmocop.Lc. (Final Order August 29,2000): BP Amoco settled charges that its acquisition

of Atlantic Richfield Company

. (ARCO) would lessen competition in the production and sale of

crude oil in several United States markets. The order requires BP to divest ARCO's complete

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

Company within 30 days.

British Petroleum Company p.Lc. (Final Order April 19, 1999): Consent order in BP Amoco

p.1.c. (created by the merger of British Petroleum Company, p.1.c. and Amoco Corporation)

requires the divestiture of 134 gas stations in eight markets and nine Light petroleum products

terminals settling charges that the merger would substantially reduce competition in certain

wholesale gasoline markets.

Ceridian Corporation (Final Order April 6, 2000): A consent order requires Ceridian to grant

licenses to new and existing firms that provide commercial credit cards (known as "trucking

fleet-cards") used by over-the-road trucking companies to make purchases at retail locations.

The order settles charges that Ceridian's consummated acquisitions of NTS Corporation and

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

trucking fleet cards and the systems used to read them at truck stops throughout the country.

Chevron Corporation (Final Order January 4,2002): A consent order permitted the $45

billion merger of Chevron and Texaco Inc., but requires significant divestitures in the petroleum

industry.

CMS Energy Corporation (Final Order June 2, 1999): Consent order requires Consumer

Energy, a CMS subsidiary, to "loan" natural gas from its own system to shippers on third-party

pipelines if the interconnection capacity with competing pipelines falls below historical levels

settling charges that its acquisition of two natural gas pipelines, Panhandle Eastern Pipeline and

Trunkline Pipeline, from Duke Energy Company, could reduce coinpetition and increase

consumer prices for natural gas and electricity in 54 counties in Michigan.

Commonwealth Land Title Insurance Company (Final Order November 10, 1998): Final

consent order settled allegations that the proposed consolidation of Commonwealth's title plant

with First American Title Insurance Company, its only competitor in the Washington, DC area,

would restrict competition for title services. The consent order requires Commonwealth, among

other things, to relocate its operations and to maintain them as viable businesses in competition

with First American. .

Computer Sciences Corporation (Final Order January 26,2000): Final consent order permits

the acquisition of Mynd Corporation and requires the divestiture of Mynd's Claims Outcome

Advisor System to Insurance Services Office, Inc. Claims assessment systems are used by

insurance companies to evaluate appropriate payments for claims of bodily injury and to evaluate

return-to-work plans in workers compensation matters.

CUCInternational, Inc. (Final Order May 4, 1998): CUC settled allegations that its proposed

acquisition of HFS, Inc. would create a monopoly in the worldwide market for full-service

timeshare exchange services. The consent order requires divestiture of CUC's interval timeshare

business to Interval Acquisition Corporation, a new entrant. Should this divestiture not take

place, the consent order requires CUC to divest either Interval or HFS' Resort Condominiums

International.

Degussa AG (Final Order June 10, 1998): Degussa agreed to restructure a proposed transaction

to acquire only one hydrogen peroxide production plant from E. I. Duponr de Numbers & Co., to

obtain prior Commission approval before acquiring certain other Dupont production plants and

to'notify the Commission of its attempts to acquire hydrogen peroxide facilities in specific areas.

Originally, Degssa had planned to acquire all of Dupont's hydrogen peroxide facilities in North

Delhaize Freres et cie "Le Lion" S.A. (Final Order May 30,2001): The consent order

permitted the merger of Establissements Delhaize Freres et Cie "Le Lion" S.A. and Delhaize

America, Inc. with Hannaford Bros. Co. but requires the sale of 37 Hannaford supermarkets and

one Hannaford site to three different buyers.

Deutsche Gelatine-FabrikenStoess AG (Proposed Consent Agreement Accepted for Public

comment March 7,2002): A proposed settlement allows DGF to complete its $170 million

acquisition of Leiner Davis Gelatin Corporation and its Goodman Fielder USA, Inc. subsidiary

under terms that the entire pigskin and beef hide gelatin business of Goodman Fielder would be

excluded from the transaction. The complaint issued with the proposed agreement alleges that if

the firms were allowed to consummate the transaction, as originally proposed, they would

account for more than 50 percent of the U.S. market for these gelatin products used by the food

industry as an ingredient in edible products and by the pharmaceutical industry to produce

capsules and tablets. The proposed agreement requiring the restructured transaction was

negotiated after the Commission authorized staff to seek a preliminary injunction in federal

district court to block the parties from consummating the transaction.

Diageopk (Final Order December 19,2001): Diageo and Vivendi Universal S.A. resolved

competitive concerns regarding Diageo's and Pernod Ricard S.A.'s joint acquisition of Vivendi's

Seagram Spirits and Wine Business would combine the second- and third- largest of rum in the

United States. The consent order, among other things, requires Diageo to divest the Malibu rum

business worldwide to a Commission-approved buyer within six months of the acquisition of

Seagram. On October 23,2001, the Commission authorized staff to seek a preliminary

injunction in federal district court to block the transaction.

Dominion Resources, Inc. (Final Order December 14, 1999): A final order permits

Dominion's acquisition of Consolidated Natural Gas Company but requires the divestiture of

Consolidate's Virginia Natural Gas, Inc. The complaint alleged that the merger would combine

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

southeastern Virginia.

Dow Chemical Company, The (Final Order March 15,2001): Dow settled antitrust concerns

relating to its proposed merger with Union Carbide Corporation. Dow agreed to divest and

license intellectual property necessary to the production of linear low-density polyethylene - an

ingredient used in premium plastic products such as trash bags and sealable food pouches - to

BP Amoco pic.

Dow Chemical Company, The (Final Order February 20, 1998): Dow agreed to settle

allegations that its acquisition of Sentrachem Limited would have substantially lessened

competition for the research and manufacture of chelating agents (chemicals used in cleaners,

pulp and paper, water treatment, photography, agriculture, food and pharmaceuticals to neutralize

and inactivate metal ions) by combining two of the three U.S. producers of the product. The

terms of the consent order require Dow to divest Sentrachem's U.S. chelant business to Akzo

Novel N.V.

Duke Energy Corporation (Final Order May 9, 2000): Duke agreed to divest 2,780 miles of

gas gathering pipeline in Kansas, Oklahoma and Texas to settle antitrust concerns stemming

from Duke's and Phillips Perroleurn Company's proposed merger of their natural gas gathering

and processing businesses under a new company called Duke Energy Field Services, L.L.C. and

Duke's proposed acquisition of gas gathering assets in central Oklahoma from Conoco Inc. and

Mitchell Energy and Development Corporation.

El Paso Energy Corporation (Final Order January 30,2001): A final order allowed El Paso to

acquire PG&E Gas Transmission Teco, Inc. and PG&E Gas Transmission Texas Company

(subsidiaries of Pacific Gas & Electric) with the provision that it divest El Paso's interest in the

Oasis Pipe Line Company; PG&E's share of the Teco Pipeline; and divest the Matagorda Island

Offshore production area. The divestitures ensure that competition is maintained for natural gas

transportation in three Texas markets.

El Paso Energy Corporation (Final Order March 19,2001): A modified consent order allows

the merger of El Paso and Coastal Corporarion and requires the divestiture of more than 2,500

miles of gas pipeline system in Florida, New York and the Midwest. The modifications relate to

the establishment of the Development Fund for the Green CanyoniTarpon pipeline acquire and is

described in the final order.

El Paso Energy Corporation (Final Order January 6,2000): A final order ensures

competition in the markets for natural gas transportation out of the Gulf of Mexico and into the

southeastern United States. The consent order permitted El Paso's $6 billion merger with Sonar

Inc. and requires the divestiture of Sea Robin Pipeline Company; Sonat's one-third ownership

interest in Destin Pipeline Company, L.L.C.; and the East Tennessee Natural Gas Company.

Exxon Corporation (Final Order October 30, 1998): Exxon will divest its viscosity index

improver business to Chevron Chemical Company LLC to settle allegations that its proposed

joint venture with Royal Durch Shell to develop, manufacture and sell their fuel and lubricants

additives would reduce competition and lead to collusion among the remaining firms in the

market.

Exxon Corporation (Final Order January 30,2001): A consent order settled antitrust concerns

stemming from Exxon's acquisition of Mobil Corporarion, but requires the largest retail

divestiture in Commission history. The divestitures, representing only a fraction of the

worldwide assets of Exxon and Mobil, include 2,431 gas stations; an Exxon refinery in

California; a pipeline; and other assets. According to the complaint, the proposed merger would

injure competition in moderate concentrated markets - California gasoline refining, marketing

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

concentrated markets for jet turbine oil.

FederaLMogul Corporation ,(Final Order December 4, 1998): Federal-Mogul agreed to

divest the thinwall bearings assets (Glacier Vandervell Bearings Group) it acquires in its takeover

of T W p l c to a Commission-approved buyer. The complaint alleged that the acquisition would

increase the likelihood of coordinated anticompetitive conduct between Federal-Mogul and the

remaining competitors in the market for thinwall engine bearings used to separate component

parts in the engines of cars, trucks and heavy equipment.

Fidelity National Financial, Znc. (Final Order February 17,2000): A consent order settled

charges that Fidelity's acquisition of Chicago Title Corporation would reduce competition for

title information services in San Luis Obispo, Tehama, Napa, Merced, Yolo, and San Benito,

California. The order requires the divestiture of title plants in each of the six areas.

FMC Corporation (Final order May 19, 2000): The consent order requires FMC to divest its

phosphorus pentasulfide business in Lawrence, Kansas to Peak Investments, LLC and Solutia

Inc.'s phosphate assets in Augusta, Georgia to Societe Chimique Prayon-Rupel to settle charges

that the proposed FMCI Solutia joint venture could substantially lessen competition in the United

States market for pure phosphoric acid and phosphorus pentasulfide.

Global industrial Technologies, Znc. (Final Order September 10, 1998): According to the

complaint issued with the final order, Global's proposed acquisition of AP Green Industries, Inc.

would combine the two largest domestic producers of glass-furnace silica refractories. Global

agreed to divest Green's silica refractories to Robert R. Worthen and Dennis R. Williams and to

two companies controlled by them - Utah Refractories Company and Worthen and Williams,

L.L.C.

Guinness PLC (Final Order April 17,1998): The complaint accompanying the proposed

consent order alleged that the merger between Guinness and Grand Metropolitan PLC would

eliminate substantial competition between the two firms in the sale and distribution of premium

Scotch and premium gin in the U.S. The order requires the divestiture of Dewar's Scotch,

Bombay gin, and Bombay Sapphire gin brands worldwide to acquirers pre-approved by the

Commission.

Hoechst AG (Final Order January 18,2000): A final order settled charges stemming from

Hoechst's merger with Rhone-Poulenc S.A. According to the complaint, the merger (the merged

firm would be renamed Aventis S.A.) raised antitrust concerns in the market for cellulose acetate

and direct thrombin acetate. The order requires the divestiture of the 'subsidiary, Rhodia, a

specialty chemicals firm that produces cellulose acetate.

ZNA-Holding Schaeffler KG (Final Order February 15,2002): The consent order permits

INA's acquisition of FAG Kugeljischer Georg Schafer AG but requires the divestiture of FAG'S

cartridge ball screw support bearing business within 20 business days after the consummation of

the transaction to Aktiebolaget SKF. According to the complaint, issued with the consent order,

the acquisition, as planned, would create a monopoly in the market worldwide.

Znsilco Corporation (Final Order January 27, 1998): Insilco agreed to divest two aluminum

tube mills acquired in its acquisition of Helima-Helvetion International, Irzc. to settle antitrust

concerns that the acquisition would substantially reduce competition in the markets for weldedseam aluminum radiator and charged air cooler tubing in North America.

Intel Corporation (Final Order July 20, 1998): Final order settles allegations that Intel's

acquisition of Digital Equipment Corporation's assets could endanger the continuing and future

development of the Alpha microprocessor, a direct competitor of Intel's Pentium line of

computer system components. The order requires Digital to license the Alpha technology to

Advanced Micro Devices and to Samsung Electronics Co., Ltd. or to other Commissionapproved companies to manufacture Digital's microprocessor devices.

Jitney-Jungle Stores of America, Znc. (Final Order January 28, 1998): Final order settles

allegations that Jitney-Jungle's acquisition of Delchamps, inc. would substantially reduce

competition among supermarket stores in the areas of Gulfport-Biioxi, Hattiesburg and

Vicksburg, Mississippi. The consent order requires the divestiture of 10 supermarkets to

Supervalu, Inc.

Koch Industries, Inc. (Final Order January 31,2001): A consent order settles allegations that

Entergy-Koch LP's (a limited partnership owned equally by Entergy Corporation and Koch)

acquisition of 50 percent of the Gulf South Pipeline Company, LP from Koch would lessen

competition for the sale of electricity to consumers in Louisiana and western Mississippi and the

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

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

Entergy to establish a transparent process to buy natural gas and natural gas transportation that

will assist state regulators in determining whether Entergy purchased gas supplies at inflated

prices from its Entergy-Koch partnership.

Koninklijke Ahold NV (Final Order April 14, 1999): Order requires divestiture of 10

supermarkets in Maryland and Pennsylvania to settle antitrust concerns stemming from Ahold's

acquisition of Giant Food Inc.

Koninklijke Ahold NV (Final Order December 7,2001): Ahold would be permitted to acquire

Bruno's Supermarkets, Inc. under terms of a consent order, but would be required to divest two

BI-LO supermarkets in Georgia - one Milledgeville, and one in Sandersville. The Commission's

complaint charged that the acquisition as originally proposed, would reduce competition in the

retail sale of food and grocery items in the supermarkets in the area and eliminate direct

competition between supermarkets owned and controlled by Ahold and those owned or

controlled by Bruno's.

Kroger Company (Final Order January 10,2000): Final order requires Kroger and Fred Meyer

Stores, Inc. to divest eight supermarkets to settle charges that the acquisition of Fred Meyer

would increase concentration and decrease competition in Arizona, Wyoming, and Utah. Under

terms of the order, two Smith's Food & Drug Centers will be sold to Nash-Finch Company; one

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

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

Kroger Company (Final Order November 8, 1999): A final order settled charges stemming

from Kroger Company's acquisition of The John C. Groub Company. The order requires the

divestiture of three supermarkets in Columbus and Madison, Indiana to Roundy's, Inc., one of

the largest food wholesalers in the United States.

Lafarge Corporation (Final Order August 8,2001): The consent order requires the divestiture

of Blue Circle Industries PLC's cement business serving the Great Lakes region of Ohio,

Michigan, Illinois, Wisconsin and New York; its cement business in the Syracuse, New York;

and its lime business in the southeast United States. These divestitures settled antitrust concerns

stemming from Lafarge's proposed merger with Blue Circle. The two firms are market leaders in

the industry for cement and lime.

Lafarge Corporation (Final Order February 12, 1999): As a result of plans to acquire

Holnam, Inc.'s Seattle cement plant, and other cement assets in Washington State, Lafarge

entered into an illegal agreement that would reduce competition by restricting its cement

distribution in the Puget Sound area. The consent order requires LaFarge to restructure the sales

agreement with Holnam to delete the production penalty clause.

Landameriea Financial Group, Inc. Ifnmerly Lawyers Title Corporation] (Final Order

May 20, 1998): Landarnerica agreed to divest title plants in 11 areas to settle antitrust allegations

that its proposed acquisition of Commonwealth Land Title Insurance Company and Transnation

Title Insurance Company, subsidiaries of Reliance Group Holdings, Inc. would reduce

competition in title plant senices -- underwriting title insurance in the real estate industry. The

consent order requires the divestiture of the title plants of Lawyers Title or those of Reliance

Group to an acquirer approved by the Commission within six months.

MacDermid, Inc. (Final Order February 3,2000): A consent order permits MacDermid's

acquisition of Polyfibron Technologies,Inc. and requires the divestiture, among other things, of

Polyfibron's liquid photopolymer business to Chemence Inc. According to the complaint, the

acquisition would result in a monopoly in the production, distribution and sale of liquid and solid

photopolymer in North America. Photopolymers are used to make flexographic printing plates.

Manheim Auctions, Inc. (Final Order November 13,2000): The consent order settles

antitrust concerns stemming from the acquisition of ADTAutomotive Holdirtgs, Irzc., the nation's

third largest operator of wholesale motor vehicle auctions. The order requires Manheim to divest

nine auctions in Kansas City, Missouri; Denver and Colorado Springs, Colorado; Atlanta,

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

Florida; and Phoenix, Arizona.

MCN (Final Order May 15,2001): A final order permits the $4 billion merger of MCN, a

natural gas utility servicing communities in Michigan, and DTE, a public utility engaged in the

generation and sale of electricity in Detroit and southeastern Michigan. The order, designed to

resolve Commission concerns that the merger would lessen competition in the local distribution

of electricity and in the local distribution of natural gas in the city of Detroit and in the counties

of Macomb, Monroe, Oakland, Washtenaw and Wayne. MCN is the parent of Michigan

Consolidated Gas Company and DTE is the parent holding company of The Detroit Edison

Company.

Medtronic, Znc. (Final Order December 21, 1998): A final consent order settles allegations

stemming from Medtronic's proposed acquisition of Physio-Control International Corporation's

automatic external defibrillator business. According to the complaint, Medtronic, through its

controlling interest in SurVivaLink Corporation, a direct competitor of Physio-Control, would

control both companies as a result of the acquisition and thereby increase the likelihood of

coordinated interaction which could result in increased prices and reduce innovation in the

market. The consent order requires Medtronic to become a passive investor in SurVivaLink and

reduce many of its present and future business contacts with the firm.

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

Cardiovascular, Inc.'s non-occlusive arterial pump assets to settle antitrust concerns that the

acquisition would lessen competition for the research, development, manufacture and sale of the

pumps in the United States. The order requires Medtronic to provide assistance to the buyer of

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

the Avecor pumps an reservoirs.

Merck and Co, Znc. (Final Order February 18, 1999): The complaint, issued with the consent

order, alleged that as a result of Merck's 1993 acquisition of Medco, the nation's largest benefits

manager, Merck's drugs received favorable treatment through Medco's drug-list formulary made

available to medical professionals who prescribe and dispense prescriptions to health plan

beneficiaries. The consent order requires Medco, among other things, to maintain an "open ,

formulary" to include drugs approved by an independent Pharmacy and Therapeutics Committee,

staffed by physicians and pharmacologists who have no financial interest in Merck.

Metso Oyj (Final Order October 23, 2001): Metso senled charges that if its acquisition of

Svedala Industri A 3 were allowed to proceed as planned, competition would be lessened in four

rock processing equipment markets: primary gyratory crushers; jaw crushers; cone crushers; and

grinding mills. The firms agreed to divest Metso's worldwide primary gyratory crusher and

grinding mill businesses and Svedala's worldwide jaw crusher and cone crusher businesses. The

three crusher businesses would be purchased by Sandvik AB, a Swedish corporation; the

grinding mill business would be purchased by Outokumpu of Finland. Metso and Svedala are

the two largest suppliers of rock processing equipment in the world.

Nestle HoZdings, Znc. (Final Order February 8, 2002): Nestle settled antitrust charges that its

$10.3 billion proposed acquisition of Ralston Purina Company would lessen substantially

competition in the United States market for dry cat food through the elimination of direct

competition between the two firms in the product market and increase the likelihood that the

combined firm could unilaterally exercise market power. The order requires the divestiture of

Raiston's Meow Mix and Alley Cat brands to J.W. Childs Equity Partners 11, L.P.

Norfek, Znc. (Final Order October 8, 1998): The consent order permits Nortek's acquisition of

NuTone, Inc., its closest competitor, but requires its divestiture of M&S, the second largest seller

of hard-wired residential intercoms in the United States.

Novarfis AG (Final Order December 19,2000): The consent order permits the merger of

Novartis and AstraZeneca PLC into a new Swiss company, Syngenta AG. The order requires

Novartis to divest its worldwide foliar fungicide business (based on the strobilurin chemical

class) to Bayer Ag: and requires AstraZeneca to divest its worldwide corn herbicide business

(based on the active ingredient acetochlor) to Dow AgroSciences LLC.

Pfizer Znc. (Final Order July 28,2000): Final consent order permits Pfizer's merger with

Warner-Lamberr Company and requires divestitures in several pharmaceutical markets including:

=zer's RID brand of head lice treatment; Pfizer's antidepressant drug, Celexa; Warner's

Cognex, a drug used in the treatment of Alzheimer's disease; and assets relating to the Epidermal

Growth Factor receptor tryosine kinase inhibitor - drugs under development to treat solid

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

colorectal cancers.

Philip M o d s Companies, Znc. (Final Order February 27,2001): The consent order permits

the merger of Philip Moms and Nabisco Holdings Corporation while settling charges that the

merger of the two food companies would reduce competition in the already highly-concentrated

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

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

Nabisco's intense mints assets to Hershey Foods Corporation.

Precision Casfparts Corporation (Final Order December 21, 1999): A final order requires

the divestiture of large titanium stainless steel and large nickel-based superalloy production

assets (structural cast metals used in the manufacture of aerospace components) to settle antitrust

concerns stemming from its acquisition of Wyrnan-Gordon Company. The order requires

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

Provident Companies, Inc. (Final Order September 20. 1999): The consent order ensures that

the merged firm of Provident and UNUM Corporation will continue to participate in industry-

wide solicitations for data to make actuarial predictions on probable future claims by applicants

who hold policies with providers of individual disability insurance. The order requires

Providento provide data to the Society of Actuaries and/or the National Association of

Insurance Commissioners for studies and reports.

Quexco Incorporated (Proposed Consent Agreement Accepted for Public Comment May 10,

1999; Parties Abandoned Transaction): Proposed agreement would have permitted the

acquisition of Pacific Dunlop GNB Corporation and required the divestiture of GNB's secondary

smelter to Gopher resources, Inc. The parties abandoned the transaction during the 60-day public

comment period.

Reckitt & Colman ple (Final Order January 18,2000): A final order permits Reckitt &

Colman to acquire Benckiser N.V. from NRV Vermogenswerwaltung GmbH but requires the

divestiture of Benckiser's Scrub Free@ and Delicare@business to Church & Dwight, Inc.,

producers of household cleaning products.

RHIAG (Final Order March 21,2001): A consent order permits the acquisition of Global

Industrial Technologies, Inc. and requires the divestiture of two refractories manufacturing

facilities -Global's Hamrnond, Indiana and Marelan, Quebec plants -to Resco Products, Inc.

According to the complaint, the proposed acquisition would create the largest producer of

refractories in North America with dominant positions in the magnesia - carbon brick refractory

market and in the high alumina brick refractory market. Refractories are used to line furnaces in

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

temperatures.

Rhodia, Donau Ckemie AG (Final Order April 21,2000): Rhodia divested certain assets to

resolve antitrust concerns stemming from its acquisition of Allbright & Wilson PLC. The

consent order pennits the acquisition but requires the divestiture of Albright's interest in its

United States phosphoric acid joint venture to its joint venture partner, Potash Corporation of

Saskatchewan.

Rocke Holdings Ud. (Final Order April 22, 1998): Roche agreed to divest, certain assets in

the United States and Canada to settle antitrust concerns stemming from its proposed acquisition

of Corange Limited. The consent order permits the acquisition but requires the divestiture of

Cardiac thrombolytic agents (drugs used to treat heart attack victims) and ongoing business

assets relating to chemicals used to test for the presence of illegal or abused drugs.

Rohrn & Haas Company (Final Order July 13, 1999): Rohm & Haas settled charges that its

acquisition of Morton International, Inc. would lessen competition in North American for the

production and sale of water-based floor care polymers used in the formulation of floor care

products such as polishes. The consent order requires the divestiture of Morton's worldwide

water-based floor care polymers business to GenCorp, Inc.

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

Johnson's acquisition of Dowbrands would adversely affect competition and potentially raise the

prices consumers pay for soil and stain removers and glass cleaners. The consent order requires

the divestiture of Dow's "Spray 'n Starch", "Spray 'n Wash", and "Glass Plus" businesses to

Reckitt & Colrnan.

Sewice Covoration International (Final Order June 29,2000): Service Corporation

International divested the LaGrone Funeral Home, acquired in 1994, to settle charges that the

acquisition gave Service Corporation a monopoly in the provision of funeral services in Roswell,

New Mexico. The order also requires Service Corporation, for ten years, to obtain prior

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

Sewice Corporation International (Final Order May 4, 1999): Consent order pennits the

acquisition of Equity Corporation International, the fourth largest funeral home and cemetery

company in the United States, and requires SCI to divest funeral service and cemetery properties

in 14 markets to Caniage Services, Inc. to remedy the anticompetitive effects of the acquisition.

Shuw's Supermarkets, Inc. (Final Order April 5,2000): A consent order settled charges that

Shaw's proposed acquisition of Star Markers, Inc. could eliminate supermarket competition and

increase prices in the greater Boston metropolitan area. The consent order permits the

acquisition and requires the divestiture of three Shaw supermarkets and seven Star markets in

eight communities.

Shell Oil Company (Final Order April 21, 1998): Shell Oil and Texaco settled allegations that

their proposed joint venture would reduce competition and could raise prices for gasoline in

Hawaii, California, and Washington and the price of asphalt in California. The consent order

requires Shell to divest a package of assets, including Shell's Anacortes, Washington refinery; a

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

California.

Shell Oil Company (Final Order December 21, 1998): The consent order requires Shell Oil

and its Tejas Energy, LLC, subsidiary, to divest parts of the ANR pipeline system in Oklahoma

and Texas to settle charges that its acquisition of gas gathering assets of The Coastal

Corporation would lead to anticompetitve increases in gas gathering rates and an overall

reduction in gas drilling and production in the two states.

Siemens AG (Final Order May 18,2001): Siemens settled charges relating to its proposed $9

billion acquisition of Atecs il.fannesmannAG, a subsidiary of Vodafone. The consent order

requires, among other things, the divestiture of Vodafone's Mannesmann Dematic Postal

Automation business to Northrop Gmmman Corporation. Siemens and Vodafone, through its

Dematic subsidiary, are the two leading suppliers of postal automation systems in the world.

Sky Chefs, Inc. (Final Order September 18, 1998): Sky Chefs restricted its acquisition plans,

excluding Ogden Corporation's in-flight catering operation at the McCarran International Airport

in Las Vegas, Nevada from its purchase agreement to settle Commission concerns that the

consolidation of the two firms in Las Vegas would lead to higher prices for airline catering

services. The consent order prohibits Sky Chefs from making certain acquisitions without

Commission approval for 10 years.

SmithKline Beecham plc (Final Order December 26,2001): Under terms of a final consent

order settling charges stemming from the merger of SmithKline and Glaxo Wellcomeplc, the

parties agreed to divest pharmaceutical products in six markets: antiemetics; the antibiotic,

ceftazidime; oral and intravenous antiviral drugs for the treatment of herpes; topical antiviral

drugs for the treatment of genital herpes; and over-the-counter H-2 blocker acid relief products.

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

S.p.A.'s acquisition of COBE Cardiovascular, Inc. would eliminate competition in the United

states market for research, development, manufacture and sale of heart-lung machines. The order

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

Baxter Healthcare Corporation.

TRW Znc. (Final Order April 6, 1998): TRW settled antitrust allegations stemming from its

acquisition of BDM, a fm that provides, among other things, systems engineering and technical

services (SETA) to the Department of Defense. TRW was part of one of two teams bidding for

DOD'S Ballistic Missile Defense Organization's lead system integrator program. The

acquisition would have placed TRW into BDM's role of SETA contractor whereby TRW could

gain sensitive competitive information, including cost and bidding information, about it's only

other competitor for the program. According to the complaint issued with the consent order, this

situation could have resulted in less aggressive bidding and higher prices for the leading system

integrator program, or put TRW in a position to favor its own team by setting unfair procurement

specifications or submitting unfair proposal or performance evaluations. The consent order

requires TRW to divest the SETA contract to a Commission approved acquirer.

Tyco International, U d . (Final Order December 5,2000): Tyco settled antitrust concerns

relating to its acquisition of Mallinckrodt, Inc. Tyco agreed to divest its endotracheal tube

business to Hudson RCI. The consent order permitted the acquisition.

Valero Energy Corporation (Final Order February 22,2002): The consent order permitted

Valero to complete its $6 billion merger with Ultramar Diamond Shamrock Corporation, but

required the divestiture of Ultramar's Golden Eagle Refinery, bulk gasoline contracts, and 70

Ultramar retail service stations in Northern California to a Commission-approved acquirer.

According to the complaint, the merger, as originally proposed, could have lessened competition

in two refining markets in California resulting in consumers paying more than $150 million

annually if the price of CARB gasoline increased just one cent per gallon. CARB gasoline meets

the specifications of the California Air Resources Board.

Valspar Corporation (Final Order January 26,2001): Final order permitted Valspar's

acquisition of Lilly Industries, Inc., but requires Valspar to divest its mirror coatings business to

Spraylet Corporation. Mirror coatings are applied to the back of a piece of glass in order to

produce a mirror.

VNU N.V. (Final Order December 7, 1999): VNU N.V. settled antitrust concerns that its

proposed acquisition of Nielsen Media Research, Inc. would restrict competition in the market

for advertising expenditure measurement services in the United States. The order requires VNU

to divest its Competitive Media Reporting division, the nations's largest supplier in the

specialized market.

Williams Companies (Final Order June 17, 1998): Consent order permits the acquisition of

MAPCO, Inc. but requires Williams to lease its pipeline to Kinder Morgan Energy Partners, a

terminal competitor of MAPCO, to ensure that Kinder Morgan can continue to exist as an

independent competitor in the transportation and terminaling of propane in certain Midwest

markets. Under terms of the consent order Williams agreed to connect its Wyoming gas

processing plant to any new competing pipeline in the future.

Winn-Dixie Stores, Znc. (Final Order February 14,2000): A final order permitted WinnDixie's acquisition of 68 supermarkets and other assets from bankrupt Jimey-Jungle Stores of

America, Inc. The order prohibits Winn-Dixie, among other things, from acquiring any interest

in four specified Jitney-Jungle supermarkets without obtaining prior Commission approval. The

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

District of Louisiana.

Zeneca Group PLC (Final Order June 7, 1999): Consent order, resolving antitrust concerns

relating to Zeneca's merger with Astra AB requires the divestiture of all assets relating to

levobupivacaine, a long-acting local anesthetic. The assets will he purchased by Chiroscience

Group plc, the developer of levobupivacaine.

Authorizations to Seek Preliminary Injunctions

BPAmocop.Lc. (February 2,2000): Commission authorized staff to file a motion in federal

district court to prevent the merger of BP Amoco p.1.c. and Atlantic Richfield Company. The

complaint, filed in the U.S. District Court for the Northern District of California, San Francisco

Division on February 4,2000. alleged that the merger would reduce competition in the

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

and in the market for pipeline and storage facilities in Cushing, Oklahoma. The merger would

combine: (1) the two largest producers of crude oil on the North Slope of Alaska; (2) the two

largest suppliers of Alaska North Slope crude oil to refineries in California and Washington; (3)

and the two most successful competitors in bidding for exploration leases on the North Slope.

On March 15,2000, five days before the start of the trial, the defendants and the Commission

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

The consent order became final August 29,2000.

Cardinal Health Znc. (March 3, 1998): The Commission authorized staff to file separate

motions in federal district court to block the mergers of the nation's four largest drug wholesalers

into two wholesale distributors of pharmaceutical products. The Commission charged that

Cardinal 's proposed acquisition of Bergen Brunswig Corporation and McKesson Corporation's

proposed acquisition of AmeriSource Health Corp. would substantially reduce competition in

the market for prescription drug wholesaling and lead to higher prices and a reduction in services

to the companies' customers -- hospitals, nursing homes and drugstores -- and eventually to

consumers. Two separate motions for preliminary injunctions were filed in the U.S. District

Court for the District of Columbia March 6, 1998. On July 31, 1998, the District Court granted

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

respective merger plans soon after the decision.

Conso Znternational Corporation (August 2,2000): Conso International Corporation, owner

of the Simplicity brand of home sewing patterns, abandoned its proposed acquisition of McCall

Pattern Company after the Commission filed a motion for a preliminary injunction in the United

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

acquisition would reduce the number of United States sewing pattern designers and producers

from three to two, creating a firm with more than 75% of the domestic unit sales of domestic

home sewing patterns.

Deutsche Gelatine-Fabriken Stoess AG (January 15,2002): The Commission authorized

staff to seek a preliminary injunction to block DGF's proposed acquisition of Leiner Davis

Gelatin Corporation and its Goodman Fielder USA, Inc. subsidiary. According to the

Commission this transaction, if allowed to proceed as planned, would increase the likelihood of

anticompetitive activity in the U.S. market for pigskin and beef hide gelatin, used by the food

industry as an ingredient in edible products and by the pharmaceutical industry to produce

capsules and tablets. The combination of the two firms would account for more than 50 percent

of the relevant market in the U.S. A proposed consent agreement designed to remedy the

significant antitrust concerns was accepted for public comment March 7,2002.

Diageoplc (October 23, 2001): The Commission authorized staff to file a motion for a

preliminary injunction to block the proposed acquisition of Vivendi Universal S.A. 's Seagram

Wine and Spirits Business on grounds that the transaction, would not only combine the secondand third-largest rum producers in the U.S. eliminating actual competition between the firms, but

could also create higher prices for consumers of rum. A consent order permitted the acquisition,

with certain conditions.

The Hearst Trust and The Hearst Corporation (April 5,2001): Hearst and its First

DataBank subsidiary were charged with illegally acquiring a monopoly over a key type of drug

information database used by pharmacists, hospitals, health plans, and other health care

professionals through Hearst's 1998 acquisition of it main competitor, Medi-Span. The

complaint, filed in the U.S. District Court for the District of Columbia, asked the court to either

order Hearst to create a new competitor to replace Medi-Span or forfeit its profits from the

anticompetitive price increases that followed the acquisition of its only competitor. The

complaint further alleged that the acquisition was consummated as a result of Hearst illegally

withholding documents required for the premerger antihust review under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976. A settlement presented to the federal district court for the

entry of a final judgement, requires Hearst to pay $19 million as disgorgement of unlawful profits

divest Medi-Span to Facts and Comparisons. On December 18,2001, the court entered a

proposed final order and Stipulation. This settlement marks the first time the Commission has

sought either divestiture or disgorgement of profits in a federal court action for a consummated

merger. A separate complaint to settle allegations that The Hearst Trust and The Hearst

Corporation subsidiary, violated the reporting requirements of the Hart-Scott-Rodino Act was

filed October 11,2001. In that settlement, Hearst agreed to pay $4 million in civil penalties.

H.J. Heinz Company (July 7,2000): The Commission authorized staff'to file a motion for a

preliminary injunction in federal dishict court on grounds that the proposed $185 million

acquisition of Milnot Holding Company, owner of Beech-Nut Nutrition Corporation, would

reduce the number of competitors in the baby food market from three to two - creating a

duopoly. The complaint was filed in the U.S. District Court for the District of Columbia on July

14, 2000. The federal district court denied the Commission's request for a preliminary injunction

on October 19,2000. On April 27,2001, the U.S. District Court of Appeals for the District of

Columbia reversed the federal district court decision and remanded for entry f a preliminary

injunction against Heinz and Beech-Nut. Within minutes of the Appeals court decision, the

parties abandoned the transaction.

IOoger Company/Winn-Dixie (June 2,2000): The Commission authorized staff to file a

motion in federal district court to block the proposed acquisition of 74 Winn-Dixie supermarkets

in Texas and Oklahoma. The complaint, filed in the U.S. District Court for the Northern District

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

supermarket chains in sever,al markets in Texas, including metropolitan Fort Worth, Granbury,

Weatherford, Brownwood, Henderson, Denton and Marshall. The parties abandoned the

transaction before the start of the trial.

Libby, h e . (December 18,2001): The Commission authorized staff to seek a preliminary

injunction to block Libby's proposed $332 million acquisition of Anchor Hocking, a subsidiary

of Newell Rubbemaid, Inc. on grounds that the acquisition would substantially lessen

competition in the market for soda-lime glassware sold to the food service industry in the United

States. A complaint was filed in the U.S. District Court for the District of Columbia on January

14,2002. A one-day hearing on the motion for the injunction was held Febmary 25,2002. The

Commission is awaiting the district court decision.

McKesson Corporation (March 3 , 1998): Refer to the discussion under Cardinal Health Inc.

Swedish Match AB (June 22,2000): The Commission authorized staff to seek a preliminary

injunction to block the proposed acquisition of National Tobacco Comnpany, L.P. on grounds that

the $165 million acquisition would lessen competition in the market for loose leaf chewing

tobacco and that Swedish Match's market share would increase to 60 percent. On December 14,

2000, the U.S. District Court for the District of Columbia issued a 42-page opinion granting the

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

transaction.

Tenet Healthcare Corporation (April 16, 1998): Staff authorized to file a motion for a

preliminary injunction to block the proposed acquisition of Doctors Regional Medical Center in

Poplar Bluff, Missouri. On July 30, 1999, the U.S. District Court for the Eastern Disuict of

Missouri granted the Commission's motion for the injunction. Tenet filed a notice of appeal in

the Eighth Circuit on August 10, 1999. An administrative complaint was issued August 20, 1998

charging that the proposed merger of the only two general hospitals in Poplar Bluff would not

only eliminate price, cost and quality competition but would also put consumers at risk of paying

more for health care.

Commission Opinions/Znitial Decisions

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

complaint after Swedish Match and National Tobacco Company, LP. abandoned the transaction

that would give Swedish Match control of 60 percent of the loose leaf chewing tobacco market.

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

administrative complaint that challenged the acquisition of Doctors Regional Medical Center in

Poplar Bluff, Missouri after the United States Court of Appeals for the Eighth Circuit denied the

Commission's petition for a rehearing en banc and denied the Commission's motion to stay the

mandate in October 1999.

Court Decisions

H.J. Heinz Company (April 27,2001): The U.S. District Court of Appeals for the District of

Columbia reversed the federal district court decision and granted the Commission's request for

entry of a preliminary injunction to enjoined Heinz's proposed acquisition of Milllot Holding

Company, the owner of Beech-Nut Nutrition Corporation. Within minutes of the Appeals Court

decision, the parties abandoned the transaction.

Swedish Match AB (August 5,2002): The U.S. District Court for the District of Columbia

granted the agency's request for a preliminary injunction to block the proposed acquisition of the

loose leaf chewing tobacco business of National Tobacco Company, L.P. The parties later

abandoned the transaction.

Tenet Healthcare Corporation (July 22, 1999): The U.S. Court of Appeals for the Eight

Circuit reversed the district court decision and dissolved the preliminary injunction mainly on

geographic market grounds. The Commission's petition for rehearing was denied.

Order Violations

Boston Scientific Corporation (October 31,2000): A complaint charged that Boston

Scientific Corporation violated a 1995 consent order when it failed to provide Hewlett-Packard

Company with a license to all of its intellectual property and technical information relating to

intravascular ultrasound catheters. The complaint which seeks civil penalties and other equitable

relief, was filed by the Department of Justice on behalf of the Commission. The trial is

scheduled to commence August 5,2002.

Columbia/HCA Healthcare Corporation (July 30, 1998): Columbia/HCA paid a $2.5

million civil penalty to settle charges that it failed to divest the Davis Hospital and Medical

Center in Layton, Utah, the Pioneer Valley Hospital in West Valley City, Utah and the South

Seminole Hospital in Florida as required by a 1995 consent order. The complaint and settlement

were filed in the U.S. District Court for the District of Columbia.

CVS Corporation (March 26, 1998): CVS paid a $600,000 civil penalty to settle allegations

that it violated the asset maintenance agreement under a 1997 consent order that settled antitrust

concerns stemming from its acquisition of Revco D.S., Inc. According to the complaint, CVS

removed the computerized pharmacy recordkeeping systems eliminating all automated access to

pharmacy files from 113 Revco pharmacies prior to its Commission approved divestiture to

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

Columbia. In addition to the civil penalty action filed by the Commission, CVS paid a fine to the

Commonwealth of Virginia for violating Virginia's Board of Pharmacy regulations about the

proper transfer of prescription records.

Rite Aid Corporation (Februrlly 25, 1998): Rite Aid paid a $900,000 civil penalty to settle

charges that it failed to divest three drug stores located in Bucksport and Lincoln, Maine, and

Berlin, New Hampshire as required by a 1994 consent order. The consent order settled

allegations that Rite Aid's acquisition of Laverdiere Enterprises, Inc. would lead to higher prices

for prescription drugs sold in retail stores in those areas. The complaint and settlement were

filed in the U.S. District Court for the District of Columbia by Commission attorneys, would

require Rite Aid to pay the civil penalty to the U.S. Department of Treasury within 30 days.

Other Commission Orders

H.J. Heinz Company (December 7,2001): The Commission dismissed the Part III

administrative complaint after Heinz abandoned its proposed merger with Milnot Holding

Company, the owner of Beech-Nut Nutrition Corporation, that would combine the nation's

second and third largest manufacturers of jarred baby food, respectively.

Tenet Healthcare Corporation (December 23, 1999): The Commission decided not to

continue with administrative litigation of the complaint that charged that the proposed merger of

Tenet and Doctors Regional Medical Center would eliminate price, cost and quality competition

and put consumers at risk of paying more for health care in Poplar Bluff, Missouri. The case was

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

administrative litigation in merger cases after a federal court has decline to bar the companies

from merging pending the outcome of an administrative trial.

Chicago Bridge & Iron Company N.V. (October 25,2001): The Commission challenged the

February 2001 purchase of the Water Division and Engineered Construction Division of Pitt-Des

Moines, Inc. alleging that the acquisition significantly reduced competition in four separate

markets involving the design and construction of various types of field-erected specialty

indushial storage tanks in the United States. The administrative complaint is pending litigation

before an administrative law judge.

H.J. Heinz Company (November 22,2000): An administrative complaint charged that the

proposed acquisition of Milnot Holding Corporation, owner of Beech-nut Nutrition Corporation,

would substantially reduce competition in the manufacture and sale of jarred baby food in the

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

of Appeals for the D.C. Circuit after the federal district court denied the Commission's request

for a preliminary injunction. The Court of Appeals for the District of Columbia enjoined the

transaction. The parties abandoned the proposed transaction and the administrative complaint

was dismissed by the Commission.

Monier Lifetile LLC (September 22,1998): An administrative complaint charged that the

Monier joint venture formed by concrete roofing tile manufacturing division of Boral Ltd. and

LaFarge SA could significantly diminish competition in areas of the Southwest and Florida. A

consent order issued May 19, 1999 requires Monier to divest production facilities in Casa

Grande, Arizona; Corona, California; and Fort Lauderdale, Florida.

MSC. Software Corporation (October 9, 2001): An administrative complaint challenged the

1999 acquisitions of Universal A~zalvtics,Inc. and Computerized Structural A~zalysis& Research

Corp. alleging that MSC, the dominant supplier of advanced computer-aided engineering

software known as "Nastran", acquired the other two suppliers in the market. According to the

complaint, the acquisitions eliminated competition and tended to create a monopoly the market.

The complaint is pending litigation before an administrative law judge.

Swedish Match AG (December 21,2000): An administrative complaint was issued after the

United States District Court for the Dishict of Columbia granted the Commission's motion for a

preliminary injunction to block Swedish Match North America from acquiring the loose leaf

chewing tobacco brands of National Tobacco Company. The administrative complaint alleged

that the acquisition would substantially reduce competition by combining the first and third

sellers of loose leaf chewing tobacco in the United States. According to the complaint, if the

acquisition were consummated, Swedish Match would gain a market share of 60 percent in U.S.

sales. The Commission dismissed the administrative complaint after the parties abandoned the

transaction.

Tenet Healthcare Colporation (August 20,1998): An administrative complaint, issued after

the Commission filed a motion in federal district court for a preliminary injunction, charged that

the proposed merger of Tenet and Doctors Regional Medical Center, the only two general

hospitals in Poplar Bluff, Missouri, would eliminate price, cost and quality competition and put

consumers at risk of paying more for health care. The Commission dismissed the complaint after

the United States Court of Appeals for the Eighth Circuit reversed the district court decision and

dissolved the preliminary injunction.

Other

Best Practices Analysis for Merger Review Process (Announced March 15,2002): Plans to

conduct "brown bag" public workshops in Chicago, Los Angeles, New York, San Francisco, and

Washington, DC during 2002 to solicit input from a broad range of interest groups who have

participated in the Commission's or the Department of Justice's merger review process. The

areas under consideration include:

the initial waiting period under HSR;

the content and scope of the second request;

negotiation of modifications to the secolid request;

special issues concerning electronic records and accounting of financial data.

Suggested remedies include:

the package of assets to be divested;

the manner of a proposed divestiture;

the proposed buyer of divested assets;

the Buyer Up Front;

the use of Fix-It-First;

the use of Crown Jewel Provisions;

third party rights;

the risks to competition and to the parties;

follow up and detennining the success of our remedy efforts.

Comments can be submitted through the Commission web site, at remedies @ftc.gov and

bestpractices@ftc.gov.

Business-to-Business (Report Announced October 26,2000): A staff report, "Entering the

21" Century: Competition Policy in the World of B2B Electronic Marketplaces" discusses

information gathered and antitrust issues addressed at the public workshop held at the

headquarters building of the Federal Trade Commission in Washington, D.C. on June 29 - 30,

2000. Business-to-Business(B2B) electronic marketplaces use the Internet to electronically

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

variety of goods and services.

Public Workshops held May 7 - 8,2001 explored certain competition issues that arise in

connection with B2B and business to consumer (B2C) e-commerce. The workshop continued

the dialogue initiated at the June 2000 workshop.

Chyton A d -- Section 8 (Effective January 29, 2002): Changes in two threshold figures,

based on the change in the Gross National Product, define when it is unlawful for an individual

to serve as an off~ceror director of two or more competing corporations: (1) each of the two

companies has capital, surplus and undivided profits in excess of $18,193,000; and (2) the

competitive sales of each corporation exceed $1,819,300.

Clearance Procedures for Antitrust Investigations (Press Conference January 17,2002):

Agreement between the Commission and the Antitrust Division of the Department of Justice.

A Memorandum of Agreement revises the clearance process that for the first time will formally

divide areas of responsibility on an industry-wide basis between the two agencies. The clearance

process was established in 1948;refinements were implemented in 1963, 1993 and 1995.

A Study of the Commission's Divestiture Process (Released for Comments August 6,

1999): The staff report evaluates divestiture orders entered between 1990and 1994 and

discusses factors that make divestitures more successful. The report, released for public

comment, concludes with recommendations designed to ensure more effective divestitures in the

future

Protocol (EffectiveMarch 11, 1998): The Commission, the Department of Justice and the

National Association of Attorneys General released a "Protocol" of how the agencies will

conduct joint and coordinated merger investigations to minimize the burden on private parties;

protect confidential information; encourage a close collaboration between federal and state

officials in the settlement process; and coordinate efforts in the release of information to the

news media.

Hart-Scott-Rodino Antitrust Improvements Act

Enforcement

Court Decisions

None

Consent Orders

BIackstone Capital Partners II Merchant Banking Fund LP. (March 31, 1999):

Blackstone and one of its general partners, Howard A. Lipson, paid $2,835,000 to settle charges

that they failed to file notification before acquiring the Prime Succession, Inc. chain of funeral

homes. %'hen the Blackstone notification and report form was submitted, Mr. Lipson certified

the filing to be "true, correct and complete". That filing contained no documentation relating to

the Prime acquisition, later discovered by the antitrust agencies through documentation submitted

by another filing person in an unrelated transaction. Under terms of the settlement, Blackstone

will pay $2,785,000; Mr. Lipson will pay $50,000. This is the first time HSR civil penalties have

been imposed on an individual for improper certification of an HSR Notification and Report

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

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

The Hearst Trust and The Hearst Corporation (October 11,2001): Hearst and its

subsidiary paid a $4 million civil penalty to settle charges that they failed to include required

documents in the notification and report form file in 1998 for the proposed acquisition of MediSpan International, Inc. The complaint alleged that the omitted documents hindered the antitrust

agencies in their review and analysis of the proposed acquisition. The complaint, stipulation and

final judgment were filed in U.S. District Court for the District of Columbia by Commission

attorneys acting as special attorneys to the United States Attorney General. During fiscal year

2001, thd Commission filed a related complaint for a permanent injunction alleging that Hearst

and First DataBank created a monopoly through the acquisition of Medi-Span, First DataBank's

only other competitor selling software and data detailing information for pharmaceutical prices,

descriptions, dosages, and interactions. That complaint seeks the divestiture of assets and the

disgorgement of profits.

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

each paid $225,000 in civil penalties to settle charges that Input'Output merged its operations

with Laitram's DigiCOURSE subsidiary before observing the statutory waiting period under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976. According to the complaint, the parties

filed notification under HSR in October 14, 1998, but Input'Output began its control over

DigiCOURSE on October 10, 1998. The complaint and settlement were filed in U.S. District

Court for the District of Columbia by Commission attorneys acting as special attorneys to the

U.S. Attorney General.

Loewen Group Znc. and b e w e n Group International, Znc. (March 31,1998): Loewen

Group and its subsidiary paid a $500,000 civil penalty for failure to file a notification and

observe the required waiting period with the two federal antitrust agencies before acquiring

voting securities of Prime Succession, Inc., valued at $16 million. The complaint and settlement

were filed in U.S. District Court for the District of Columbia by Commission attorneys serving as

Special Attorneys to the U.S. Attorney GeneraI.

C. Complaints (Complaintsfled as part of a consent agreement

not listed separately)

None

Rules and Formal Interpretations

Rules to Exempt Certain Acquisitions Required by FTC Orders or Court Orders.

Amendment to Rule 802.70 (Final Rules Effective June 25,1998): Amended rule would

exempt from the HSR reporting requirements: (1) acquisitions of stock or assets to be divested

by a Commission order or any federal court in an action brought by the Commission or the

Department of Justice; and (2) divestitures included in consent agreements that have been

accepted by the Commission or the Department of Justice.

Limited Liability Companies Formal Interpretation 15 (Effective March 1,1999):

Creation of an LLC which unites two or more independently-owned business under common

control may be subject to the reporting requirements of the HSR Act, if the size thresholds of the

HSR Act are met.

Minor amendments announced March 20,2001: The changes reflect the new $50

million filing

- threshold and the revision of a footnote to reflect the size-of-person test for

transactions valued at more than $200 million.

Affidavits and Certz~cations- Formal Interpretation 16 (Effective September 24,1999):

The number of originally signed and notarized affidavits and certification pages required with

each premerger notification filing has been changed. Parties were required to submit five

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

four duplicate copies of affidavits and certification pages are now required.

Second Requests Procedures (Effective April 5,2000): Four new procedures and initiatives

adopted to improve the handling of second request investigations issued by the Commission.

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

of the Bureau of Competition.

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

competition and the parties in thk proposed transaction will conference to discuss the competitive

issues raised in the proposed acquisition.

The Bureau of Competition staff will respond to party requests for modifications of the

second requests within five business days.

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

second request modification issues not resolved after discussion with staff.

Hart-Scott-Rodino Reform (Effective February 1,2001):Significant changes in the filing

requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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

15 percent size of transaction threshold is eliminated.

Transactions valued at more than $200 million will be reportable without regard to "size

of person". The current size of person test will continue to he in place for transactions valued at

$200 million or less.

All dollar thresholds will be adjusted each fiscal year, beginning with fiscal year 2005,

to reflect changes in the gross national product during the previous year.

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

transactions. Companies will now pay $45,000 for transactions valued at less than $100 million,

$125,000 for transactions valued at $100 million to less than $500 million, and $280,000 for

transactions valued at $500 million or more.

The length of the waiting period that follows substantial compliance with a second

request for additional information will become 30 days for most transactions (instead of 20 days

under the current law).

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

official end of the waiting period will end on the next regular business day.

Other

Premerger Notification Annual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino AnMrust Improvements Act of 1976 (May 29,1998): Twentieth

Annual Report (Fiscal Year 1997).

Premerger Notifxation Annual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 arch 1999):Twenty-first

Annual Report (Fiscal Year 1998).

1999 Premerger Notification Source Book (April 1999): A compilation of the

art-~cott-

Rodino Rules and Regulations; Federal Register Publications; Form Filing Information; Formal

Interpretations; Press Releases; Speeches; Annual Report and the 1997 Horizontal Merger

Guidelines. The 1999 Source Book replaces the 1990 version. Available from the U.S.

Govemment Printing Office (stock number 018-000-00361-9).

Premerger Notijication ~ n n u aReport

to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (August i 8,2000): Twenty-second

Annual Report (Fiscal Year 1999).

Premerger NotiJicationAnnual Report to Congress Pursuant to Section 201 of the

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (April 30,2001): Twenty-third

, Annual Report (Fiscal Year 2000).

Non-Merger Enforcement

HORIZONTAL ENFORCEMENT

Commission Opinwns/Initial Decisions

Summit Technology and VISX (February 7,2001):On June 4, 1999 an administrative law

judge dismissed charges against VISX, a key developer of laser eye surgery equipment and

technology, known as photo refractive keratectomy (PRK). According to the 1998 administrative

complaint., VISX and Summit Technology, the only two firms legally able to market equipment

for PRK, placed their competing patents in a patent pool and shared the proceeds each and every

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

that VISX acquired a key patent by inequitable conduct and fraud on the U.S. Patent and

Trademark Office. ruling that complaint counsel failed to present evidence that an act of fraud

was committed since information was not willfully withheld from the patent office. A final order

settled the price fixing allegations in the 1998 complaint. On February 7,2001, the Commission

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

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

Court Decisions

Calz~orniaDental Association (September 5,2000): The Court of Appeals for the Ninth

Circuit by a vote of 3-0 issued an opinion that the Commission failed to prove that the

association of dentist in California engaged in anticompetitive advertising restrictions under the

rule-of-reason analysis. The court vacated and remanded the complaint with instructions that the

Commission dismiss the 1993 administrative complaint against the association. The

administrative complaint was dismissed February 15,2001.

Authorizations to Seek PreliminaryPermanent Injunctions

None

Consent Orders

Abbon Laboratories and Geneva Pharmaceuticals, Inc. (Final Orders May 22,2000): Abbott

and Geneva Phamaceuticals settled charges that the two firms entered into an illegal

agreement to stop the marketing and development of a competing generic drug. According to the

complaint, Abbott, manufacturer of Hytrin -the brand name for terazosin HCL, a prescription

drug used to treat hypertension and benign prostatic hyperplasia, eniered into an agreement with

Geneva Pharmaceuticals whereby Abbott would pay Geneva millions of dollars not to market a

generic version of Hytrin. The orders ban Abbott and Geneva, among other things, from

entering into agreements in which a generic company agrees with a manufacturer of a branded

drug to delay or stop the production of a competing drug. This provision remains in effect for a

period of ten years.

Ahska Healthcare Network (Final Order April 25,2001): An association of 86 physicians

practicing in the Fairbanks, Alaska area settled charges that the Alaskan Healthcare Network

illegally formulated a fee schedule based on its members' current prices for use in negotiations

with third-party payers in an effort to obtain higher prices for medical services.

American Home Products Corporation (Proposed Consent Agreement Accepted for Public

Comment February 19,2002): A proposed consent order would settled charges that American

Home Products entered into an anticompetitive agreement with Schering-Plough Corporation to

delay the entry of a low-cost generic drug that would be in direct competition with a branded

version developed and manufactured by Schering. According to the complaint issued with the

proposed agreement, Schering illegally paid American Home millions of dollars to delay the

entry and sale of its generic version of Schering's K-Dur 20, a drug used to treat patients who

suffer from insufficient levels of potassium, a condition that could lead to cardiac problems. The

proposed consent order, which expires in 10 years, prohibits American Home from entering into

such agreements in the future. The administrative complaint issued to Schering in 2001

challenging the agreement with American Home and a similar anticompetitive agreement with

Upsher-Smith Laboratories is awaiting the initial decision from the administrative law judge.

Asociacwn de Farmacias Regwn de Arecibo (Final Order March 2,1999): A pharmacy

association in northem Puerto Rico and Ricirdo Alvarez Class settled charges that they engaged

in an illegal boycott in an attempt to obtain higher reimbursement rates for pharmacy goods and

services under the government's managed care plan for the indigent. The consent order prohibits

the members of the association and Mr. Class from engaging in joint negotiations for prices and

from threatening to boycott or refusing to provide pharmacy services.

Bertlesmann Music Group, Inc. (Final Order September 6, 2000): Five distributors of

recorded music illegally required retailers to advertise compact discs (cd) at or above the

minimum advertised price (MAP) set by distribution companies in exchange for substantial

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

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

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

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

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

Bertlesmann and four other firms, Universal Music and Video Distribution Corporation and

UMG Recordings, Inc., Time-Warner Inc., EMI Music Distribution, and Sony Music

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

Capitol Records, Znc. dba "EMI Music Distribution7' (Final Order September 6.2000):

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

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

substantial advertising payments for various types of media including television, radio,

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

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

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

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

year since. EMI Music Distribution, and four other firms, Bertlesmann Universal Music and

Video Distribution Corporation and UMG Recordings, Inc., Time-Warner Inc., and Sony Music

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

Checkpoint Systems, Inc. (Final Consent Order April 6, 1998):Checkpoint Systems, Inc. and

Senso~maticElectronics Corporation, the two largest marketers of electronic article surveillance

systems used in retail stores to prevent shoplifting, agreed to nullify and void the section of their

June 1993 agreement that restricts negative advertising and promotional claims about each

other's products or services. The consent order also prohibits each firm from entering into any

agreement that restricts truthful, non-deceptive advertising, comparative advertising or

promotional<mdsales activities.

Chrysler Dealers (Final Order October 22,1998 - Fair Allocation System): An

association of 25 automobile dealerships settled charges that they agreed to boycott Chrysler if

the manufacturer continued to allocate vehicles based on total sales. Competing dealers

marketed vehicles offering lower prices on the Internet and were taking substantial sales from

other dealers in the Northwest. The consent order prohibits the dealers from threatening to enter

into any boycott or refusal to deal with any automobile manufacturer or consumer.

Colegio de Cirujanos Dentistas de Puerto Rico (Final Order June 12,2000): The dental

association with a membership of more than 1800 dentists practicing in Puerto Rico agreed not to

encourage its members to enter into agreements that set or fixed the fees charged or terms and

conditions under which dentists would deal with health insurance plans or other payers in an

attempt to obtain higher reimbursement rates for dental services.

Columbia River Pilots (Final Order March 1,1999): A consent order prohibits licensed

marine pilots in the State of Oregon from imposing unreasonable noncompete agreements,

allocating customers and engaging in exclusive dealing contracts for the provision of piloting

services on the Columbia River.

Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico (Final Order February 12,

1999): Dentists in three communities in Puerto Rico settled charges that they refused to provide

dental services under the government's managed care plan for the indigent unless they received

certain prices. Under the terms of the consent order, the dentists are prohibited from jointly

boycotting or refusing to deal with any third party payer to obtain higher reimbursement rates for

dental services.

Ethyl Corporation (Final Consent Order June 16, 1998): The consent order settled charges

that Ethyl and The Associated Octel Company Ltd. entered into an agreement whereby Ethyl

agreed to stop manufacturing lead antiknock compounds and, in return, Octel agreed to supply

Ethyl with a limited volume of lead antiknock compounds. The complaint issued with the

consent order charged that the agreerllent eliminated competition between the two firms. Under

terms of the consent order, Octel must modify the agreement with Ethyl to remove price and

volume restrictions and both firms are prohibited from disclosing to one another the prices that

they charge their customers.

Fastline Publication, Inc. (Final Consent Order July 28, 1998): Fastline settled charges that it

deprived consumers of the benefits of competition among farm equipment dealers when the

publisher entered into agreements with the dealers to ban price advertising for new equipment in

an attempt not to disclose those dealers who offered discounted prices. The consent order

prohibits such practices in the future.

FMC Corporation and Asahi Chemical Zndushy Co. Ltd. (Proposed Consent Agreement

Accepted for Public Comment December 21,2000): A proposed consent agreement will settle

charges that N C and Asahi Chemical Industry Co. Ltd. of Japan entered into a conspiracy to

divide the world market for microcrystalline cellulose (MCC), a binder used in making

pharmaceutical tablets, into two temtories. According to the complaint, FMC allegedly agreed

not to sell the pharmaceutical to customers in Japan or East Asia without Asahi Chemical's

consent, while Asahi Chemical agreed not to sell the pharmaceutical to customers in North

America or Europe without the consent of FMC. The final order would prohibit such behavior in

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

microcrystalline cellulose (including Asahi Chemical) for 10 years, and for five years N C

would be prohibited from distributing in the United States any other product manufactured by

Asahi Chemical.

Geneva Pharmaceuticals (Final Order May 22,2000): Refer to discussion under Abbott

Laboratories.

Hoechst Marion Roussel (recent& renamed Aventis as a result of the merger between

Hoechst AG and Rhone-Poulenc S.A.) (Final Order April 2,2001): A consent order settled

allegations in an administrative complaint that charged that Hoechst agreed to pay Andm

Corporation millions of dollars not to market and distribute a generic version of Hoechst's

branded Cardizem CD, a once-a-day diltiazem drug product used in the treatment of hypertension

and angina. The consent order prohibits the companies from entering into agreements designed

to restrict the entry of generic competitors in an attempt to monopolize relevant markets .

Institutiorzal Pharmacy Network (Final Order August 11, 1998): A final order prohibits five

institutional pharmacies from engaging in any joint price negotiation or price agreements for the

provision of prescription drugs in an attempt to maximize reimbursement rates with managed

care organizations.

M.D. Physicians of Southwest Louisiana, Znc. (Final Order August 31, 1998): A group of

physicians in the area of Lake Charles, Louisiana settled charges that they illegally conspired to

fix the prices for professional services by engaging in joint price negotiations with third-party

payers. The final consent order prohibits such practices but does allow the MDP to engage in

legitimate joint conduct.

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

organization settled charges issued in an administrative complaint alleging that the Mesa County

P A conspired with its members to increase prices for physician services and thereby prevented

third party payers such as preferred provider organizations, health maintenance organizations,

and employer health care purchasing cooperatives from offering alternative health insurance

programs to consumers in Mesa County.

Michael T. Berkley, D.C. and Mark A. Cassellius, D.C. (Final Order April 11,2000): A

final order settled charges that Drs. Michael T. Berkley and Mark A. Cassellius conspired to fix

prices for chiropractic services and to boycott the Gundersen Lutheran Health Plan in an attempt

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

Nine West Group Inc. (Final Order April 11,2000): Nine West Group Inc. settled charges that

it entered into agreements with retalers; coerced other retailers into fixing the retail prices for

their shoes; and restricted periods when retailers could promote sales at reduced prices. The

order prohibits Nine West from fixing the price at which dealers may advertise, promote or sell

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

North Luke Tahoe Medical Group, Znc. (Final Order July 21, 1999): Physicians practicing

in the North and South Lake Tahoe areas settled charges that they conspired to fix the prices and

terms for professional services. The consent order prohibits the IPA from engaging in collective

negotiations to fix prices; refusing to deal with third party payers; and coercing payers into

accepting P A fee schedules and minimum reimbursement rates.

Sensomatic Electronics Corporation (Final Consent Order April 6,1998): Refer to the

discussion under Checkpoint Systems, Inc.

Sony Music Entertainment (Final Order September 6,2000): Five distributors of recorded

music illegally required retailers to advertise compact discs at or above the minimum advertised

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

various types of media including television, radio, newspaper and signs and banners within the

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

dollars if they refused to follow the MAP policies. As a result of this policy the retail prices of

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

those wholesale prices have continued to rise each year since. Sony Music Entertainment and

four other firms, Bertlesmann, Universal Music and Video Distribution Corporation arzd UMG

Recordings, Iric., Time-Warner Inc., EM1 Music Distribution, and represent approximately 85

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

South Lake Tahoe Lodging Association (Final Order October 7, 1998): Consent order

prohibits the association from entering into agreements that restrict its members from posting or

advertising room rates for lodgings in the South Lake Tahoe area of Northern California and

Nevada.

Southern Valley Pool Association (Final Order November 1, 1999): A consent order

prohibits fourteen Bakersfield, California pool construction contractors from entering into any

agreement or conspiracy to substantially raise and set swimming pool construction prices. The

order also prohibits the contractors from refusing to deal with owner-builders or home

construction contractors or developers.

Stone Container Corporation (Final Consent Order May 18, 1998): Consent order prohibits

Stone Container from manipulating the market for linerboard, a corrugated box component, to

effect future price increases; encouraging its competitors to support a coordinated price increase

in the industry; and engaging in other joint pricing actions that involve third-party sales in the

market.

Summii Technology, Znc. (Final Order February 23,1999): Summit Technology and ~ S X ,

Inc., two ophthalmic laser manufacturers, settled charges that they fixed prices by establishing a

patent pool to share their proceeds. The consent order prohibits each firm from engaging in any

price fixing practices and from restricting each other's sales or licensing of their photorefractive

kertectomy, eye surgery that uses lasers to correct vision.

Texas Surgeons, P.A. (Final Order May 18,2000): General surgeons and six competing

general surgery practice groups in the Austin, Texas area settled charges that they collectively

refused to deal with two health plans, forcing the plans to accept the surgeons' demands to raise

surgical rates.

Time Warner, Inc. (Final Order September 6,2000): Five distributors of recorded music

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

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

various types of media including television, radio, newspaper and signs and banners within the

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

dollars if they refused to follow the MAP policies. As a result of this policy the retail prices of

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

those wholesale prices have continued to rise each year since. Time-Warner Inc. and four other

firms, Bertlesmann. Universal Music and Video Distribution Corporation and UMG Recordings,

Irzc., EM1 Music Distribution, and Sony Music Entertainment represent approximately 85 percent

of ail CD's purchased in the United States

Universal Music and Video Distribution Corporation and UMG Recordings, Znc. (Final

Order September 6 , 2000): Five distributors of recorded music illegally required retailers to

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

company in exchange for substantial advertising payments for various types of media including

television, radio, newspaper and signs and banners within the retailers own stores. According to

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

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

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

to rise each year since. Universal Music and Video Distribution and four other firms,

Bertlesmann,, Time-Wanrer Inc., EMI Music Disrribution, and Sony Music Entertainmenr

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

Urological Stone Surgeons, Znc. and Parkside Kidney Stone Centers (Final Order April 6,

1998): Consent order settled allegations that Urological Stone Surgeons, Parkside Kidney Stone

Centers, Urological Services, Ltd and two physicians engaged in a price-fixing conspiracy to

raise the price for professional urologist services for lithotripsy procedures in the Chicago

metropolitan area. The complaint alleges that the parties agreed to use a common billing agent,

established a uniform fee for lithotripsy services, prepared and distributed fee schedules, and

negotiated contracts with third party payers on behalf of all urologists using the Parkside facility.

The consent order prohibits such practices in the future and requires the parties to notify the

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

provide lithotripsy professional services.

Warner Communications Znc. (Final Order September 17,2001): Warner Communications,

Inc. and Vivendi Universal S.A. settled charges that they entered into agreements to fix prices

and restrict advertising. According to the complaint issued with the consent order, the two firms

formed a joint venture to distribute compact discs, cassettes, videocassettes of the public

performances of the Three Tenors. The venturers agreed not to advertise or discount the 1990

and 1994 concerts of the Three Tenors in an effort to restrict competition with the 1998 concert.

The 1998 concert was thought to be less appealing and not as popular as the earlier

performances. The consent order prohibits the firms from restraining competition by entering

into agreements fix prices or restrict advertising in the future.

Wisconsin Chiropractic Association (Final Order May 18,2000): The Wisconsin

Chiropractic Association and its executive director, Russell A. Leonard, settled charges that they

conspired to fix the prices for chiropractic goods and services and to boycott third party payers in

an attempt to obtain higher reimbursement rates for services and contracts in the La Crosse,

Wisconsin area.

Complaints

Hoechst Marion Roussel (March 16,2000): An administrative complaint charged that

Hoechst Marion Roussel (recently renamed Aventis as a result of the merger between Hoechst

AG and Rhone-Poulenc S.A.), the manufacturer of Cardizem CD, a once-a-day diltiazem drug

product used in the treatment of hypertension and angina, agreed to pay Andrx Corporation

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

the complaint, Hoechst and Andrx conspired to create a monopoly in the market for diltiazem. A

consent order entered May 11,2001 settled the charges.

Schering Plough Colporation (March 30,2001): The complaint alleged that Schering Plough, the manufacturer of K-Dur 20 - a prescribed potassium chloride, used to treat patients

with low blood potassium levels - entered into anticompetitive agreements with Upsher-Smith

Laboratories and American Home Products Colporation to delay their generic versions of the KDur 20 drug from entering the market. According to the charges, Schering-Plough paid UpsherSmith $60 million and paid American Home $15 million to keep the low-cost generic version of

the drug off the market. Litigation was conducted in January before an administrative law judge.

i'he charges against American Home were settled by a proposed consent agreement accepted for

comment on February 19,2002.

PolyGram Music Group (July 30,2001): An administrative complaint charged that the Warner

and PolyGram Music Group joint venture agreed not to discount or advertise the 1990 and 1994

Three Tenors albums and videos in an attempt to promote the 1998 Three Tenors concert. The

complaint further alleged that the parties to the venture, formed to distribute compact discs,

cassettes and video cassettes, was concerned that the 1998 performance would not be as well

received as the earlier recordings. The ~dministrativetrial was held at the Commission in March

2002.

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

alleged that Summit and VISX, the only two firms that market laser equipment for vision

correcting eye surgery, engaged in a price fixing conspiracy that eliminated price competition and

product expansion through the establishment of a patent pool, to which each firm contributed a

patent, and then shared in the proceeds each time a Summit or VISX laser was used. A consent

order settled charges under Counts I and I1 of the complaint. Administrative hearings were held

on Count Ill. of the complaint. The complaint was dismissed February 2,2001 after the United

States Patent and Trademark Office issued a Reexamination Certificate of U.S. Patent No.

5,108,388.

Other

Policy StatementsIConferences

Midwest Gas Price Investigation (March 30,2001): The final CommissionReport found that

there was no evidence of collusion or other anticompetitive conduct by the oil industry to cause

gasoline price spikes during the spring and summer of 2000. The nine-month investigation

identified several key factors that contributed to the price increases: refinery production

problems; errors in estimating the potential for supply shortages in the Midwest.

Refined Petroleum Products in the United States (Public Conference August 2,2001):

Public conference to examine factors that affect prices of refined petroleum prices in the United

States. The participants included consumer groups, industry participants, and independent

experts - parties that can focus on domestic and international aspects of gasoline industry.

Second Public Conference on the U.S. Oil and Gasoline Industry (May 2002):

From May 6 - 9, 2002, the Commission will hold a second public conference to examine factors

that affect prices of refined petroleum products in the United States. The goal of the conference

is tb solicit information and views on the major factors affecting the prices of refined petroleum

products, along with the relative importance of such factors.

Commission Studies

Study of U.S. Generic Drug Competition (Proposed Study Announced in the Federal

competition to study the business relationships between brand-name and generic drug

manufacturers to ensure that ameements

between the two do not delay competition from generic

versions of patent-protected drugs. In addition, the proposed study would enable the

Commission to provide a more complete picture of how generic competition has developed

under the Hatch-Waxman Act.

Advisory Opinions

MedSouth, Znc. (February 21,2002): A multi-specialty physician practice association in

Denver, Colorado intend to operate a nonexclusive physician network joint venture.

Northeast Pharmacy Service Corporation (July 27,2000): Network of independent pharmacies

in Massachusetts and Connecticut offering a package of medication-relatedpatient care service.

BJC Health System (November 9, 1999): Sale of pharmaceutical by non-profit hospital

system to the system's employees, affiliated managed care program enrollees, home care

subsidiary.

Orange Pharmacy Equitable Network (May 19, 1999): Network of retail pharmacies and

pharmacists offering drug product distribution and disease management services.

Wesley HeaUh Care Center, Inc. (April 29, 1999): Sale of pharmaceutical by non-profit

skilled nursing facility to volunteers working at the facility.

Assocfates in Neurology (August 13, 1998): Eleven independent Los Angeles neurologists

plan to establish a provider association to provide in-office services and hospital visits on a

capitated basis.

Phoenix Medical Network, Inc. (May 20, 1998): Network of physicians in Erie, Pennsylvania

to provide medical services for a percentage of the insurance premiums collected by the payers.

Alliance of Independent Medical Services, LLC (December 22, 1997): Network of

ambulance and ambulette servicesproviders formed to contract for transportation services with

third party payers.

Direct Marketing Association (October 14, 1997): Staff advised that the association could

require its members to (1) honor requests from consumers that direct marketers not contact them,

(2) disclose to consumers how their members sell personal information about those consumers,

and (3) honor consumers' requests that the members not sell or transfer their personal

information.

Hearings to Focus on the Implications of Competition and Patent Law and Policy

(February 6,2002): The Commission and the Antitrust Division of the Department of Justice

announced joint hearings to examine the implications of competition and patent law and policy

for innovation and other aspects of consumer welfare.

Competition and Intellectual Property Law and Policy in the Knowledge-Based

Economy (February 6,2002)

Patent Law for Antitrust Lawyers (February 8,2002)

Antitrust Law for Patent Lawyers (February 8,2002)

Economic

perspectives on Intellectual Property; Competition and Innovation (February 20, 2002)

Business and Economic Perspectives on Real-World Experience with Patents (February

25 - 28,2002)

Business and Other Perspectives on Real-World Experience with Patents (March 19 0

20,2002)

Slotting Allowances (May 31; June 1,2000): Commission held two public workshops on

"Slotting Allowances" - lump sum, up-front payments that food manufacturers pay to get new

products placed on supermarket shelves. The workshop- provides

manufacturers, retailers and

other interested persons who have had actual-hands on experience with grocery marketing

practices with a forum to discuss the nature of slotting allowances to assess whether they raise

competitive concerns.

Report on Slotting Allowances and Other Grocery Marketing Practices

(Announced February 20,2001): Staff report on information gathered and antitrust issues

addressed at the public workshops held in 2000. Commission staff recommended that the agency

gather basic data on current.grocery marketing practices and continue to pursue anticompetitive

conduct on a case-by-case basis. In addition, staff recommended that the agency refrain from

issuing slotting allowance guidelines at the present time.

VERTICAL ENFORCEMENT

Commission Opinions/Znitial Decisions

Toys "R" Us (Commission Decision November 1,2000 - Final Order. October 14, 1998;

Initial Decision September 30, 1997): An Administrative Law Judge issued an initial decision

that, if made final, would prohibit Toys " R Us from entering into agreements with toy

manufacturers and others that result in restrictions on sales to warehouse clubs. TRU threatened

to stop buying products that were sold to warehouse clubs, which resulted in major toy makers

halting the sale of certain products to clubs. The ALJ found that these practices reduced

competition and led to higher toy prices. The initial decision would prohibit the toy chain from

entering into any agreement with a supplier to restrict sales to any toy discounter; from

facilitating agreements among suppliers that would limit sales to any retailer; and for five years,

from refusing to or announcing it will refuse to pmchase from a supplier because the supplier

sells to a toy discounter. On October 14, 1998 the Commission issued its decision that Toys R

Us had orchestrated horizontal and vertical agreements with and among toy manufacturers to

restrict the availability of popular toys to warehouse clubs. On December 7, 1998, Toys R Us

filed a notice of appeal in the U.S. District Court for the Seventh Circuit. Complaint upheld by

Seventh Circuit Court of Appeals.

Court Decisions

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

unanimously affirmed the 1998 Commission.decision. The Court found that the nation's largest

toy retailer engaged in horizontal and vertical agreements with and among toy manufachlrers to

restrict the availability of popular toys to warehouse clubs.

Authorization to Seek Preliminary/Permanent Injunctions

Mylan Laboratories, Inc. (December 22, 1998): Complaint filed in the U.S. District Court for

the District of Columbia charged Mylan with restraint of trade, monopolization and conspiracy to

monopolize the market for two generic drugs used to treat anxiety, lorazepam and clorazepate,

through exclusive dealing arrangements. The complaint seeks consumer redress of at least $120

million and to enjoin the alleged illegal exclusive licensing agreements. Federal District Court

Judge Hogan released a 46 page decision upholding the Commission's authority to seek

restitution in antitrust injunction actlons under Section 131b) of the Federal Trade Commission

Act. November 29,2000: Commission approved a $100 million settlement-the largest

monetary settlement in Commission history. The settlement would settle Commission concerns

that Mylan, Gyma laboratories of America, Inc., Cambrex Corporation and Profarmaco S.R.L.

conspired to deny Mylan's competitors ingredients necessary to manufacture lorazepam and

clorazepate. On April 27,2001, the U.S. District Court for the District of Columbia granted

preliminary approval to a plan of distribution to injured consumers who paid the increased prices

and state agencies, including Medicaid programs, that purchased the drugs while the illegal

agreements were in effect. The court granted final approval of the settlement February 1, 2002.

The funds will be distributed by the states.

Consent Orders

Hale hoducts, Inc. (Final Order November 25, 1997): Hale and Waterous Company, Inc.

agreed to settle charges that for more than 50 years they sold fire pumps on an exclusive basis to

fire truck manufacturers in an attempt to allocate the customers each would serve, thereby

making it more difficult for other pump makers to enter the market. The two consent orders

prohibit each company from enforcing any requirement that fire truck manufacturers refrain from

purchasing mid-ship mounted fire pumps from any other company, or that they purchase or sell

only the relevant Hale or Waterous pumps.

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

settle charges that it violated the Robinson-Patman Act when the firm charged some retailers

higher net prices for its spice and seasoning products than it charged other retailers. According

to the complaint, McCormick the world's largest spice company, offered its products to some

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

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

from engaging in price discrimination and from selling its products to any purchaser at a net price

higher than McCormick charged the purchaser's competitor.

Waterous Company, Inc. (Final Order November 22, 1997): Waterous and Hale Products,

Inc. agreed to settle charges that for more than 50 years they sold fire pumps on an exclusive

basis to fire truck manufacturers in an attempt to allocate the customers each would serve,

thereby making it more difficult for other pump makers to enter the market. The two consent

orders prohibit each company from enforcing any requirement that fire truck manufacturers

refrain from purchasing mid-ship mounted fire pumps from any other company, or that they

purchase or sell only the relevant Waterous or Hale pumps.

Complaints

Intel Corporation (July 8, 1998): An administrative complaint charged that Intel Corporation

used its monopoly power to deny three companies continuing access to technical information

necessary to develop computer systems based on Intel microprocessors. A consent order (August

3, 1999) prohibits Intel, among other things, from withholding certain advance technical

information from a customer as a means of intellectual property licenses. The order protects

Intel's rights to withhold its information or microprocessors for legitimate business reasons.

Other

None

SINGLE FIRM ENFORCEMENT

Commission Opinions/Initial Decisions

None

Court Decisions

None

Consent Orders

None

Complaints

None

Other

None

IV.

International Activities

International Competition Network

On October 25,2001, the ITC, the Department of Justice, and twelve other antitrust

agencies from around the world launched the International Competition Network OCN). The

ICN is an outgrowth of a recommendation of the International Competition Policy Advisory

Committee OCPAC) that competition officials from developed and developing countries convene

a forum in which to work together on competition issues raised by economic globalization and

the proliferation of antitrust regimes. ICN provides a venue for antitrust officials worldwide to

achieve consensus on proposals for procedural and substantive convergence on best practices in

antitrust enforcement and policy.

Fifty-three jurisdictions have already joined the ICN and we are well into the initial

projects on mergers and competition advocacy. The merger project includes work on notification

and procedures, the substantive test, and investigative techniques. The ICN will hold its first

conference this September, and the United States will host an ICN conference on merger

investigation techniques in November.

Bilateral Cooperation

In a global economy, cooperation with competition agencies in the world's major.

economies is a key component of an effective enforcement program. The FTC has broadened

and deepened its cooperkon with agencies around the world, both on individual cases and on

policy issues. Our relationship with our colleagues in Brussels remains strong as we continue to

work closely on merger and other cases. For example, in Hewlen-Packard/Compaq, FTC and

EC staffs, aided by the parties' confidentiality waiver, cooperated in analyzing the likely effects

of the transaction on PC and server markets. In LaFarge/Blue Circle, we worked closely with

the Canadian Competition Bureau in designing compatible divestitures in the US and Canada.

Continuing our cooperation under our 1999 agreement, economists from the FTC, DOJ, and the

Japan Fair Trade Commission held productive discussions on merger analysis.

The conflicting outcomes of the Department of Justice's and European Commission's

reviews of the General Electricn-loneywell merger provided a potent reminder that there are still

important differences in some aspects of our antitrust policies. Given differences in laws,

cultures, and priorities, it is unlikely that there will be complete convergence in the foreseeable

future. However, areas of agreement far exceed those of divergence, and instances in which our

differences will result in conflicting results are likely to remain rare. Moreover, we and the EC

are committed to addressing and minimizing policy divergences. We have established a series of

task forces to pursue further understanding and convergence, including on bundling and related

issues that arose in GEP3oneywell and on our respective merger review procedures.

Trade/Competition Fora

Trade agreements increasingly involve competition issues. The FTC has, with the

Antitrust Division and other US agencies, been working with the other nations of our hemisphere

to develop competition provisions for a Free Trade Agreement of the Americas. We are

negotiating competition chapters of bilateral Free Trade Agreements with Chile and Singapore.

The WTO Ministerial Declaration issued in Doha last November calls for continuing work on

trade and competition issues, and we continue to play an active role in the WTO trade and

competition working group.

MuItihteral Fora

The OECD is an important forum for competition officials from developed countries to

share experiences and promote best practices. During the past year, the FTC has participated

actively in the OECD's continuing work on, among other things, merger process convergence,

implementation of the OECD hard-core cartel Recommendation, and regulatory reform. We also

promote sound competition policies in regional fora such as the Asia-Pacific Economic

Cooperation.

Technical Assistance

There is an understandably high demand for assistance from the United States in drafting

new antitrust laws, establishing antibust agencies, and assisting newer agencies with antitrust law

enforcement. With funding principally from the Agency for International Development, the mC

is proud to have shared our experience and expertise with nations around the world. Examples of

our work include: assistance with analytical techniques in South Africa; programs on

investigative methods for agencies in Southeastern Europe; high-level briefings on regulatory

reform in Russia; assistance in launching a new competition agency in Indonesia; and drafting a

competition law for Egypt.

Competition Speeches

"The Essential Stability of ~ e r ~Policy

e r in the United States" (January 17,2002)

Thomas B. Leary, Commissioner, Guidelinesfor Merger Remedies: Prospects and Principles,

Joint U.S.E.U. Conference, University of California at Berkeley School of Law, Berkeley Center

for Law & Technology, and Ecole Nationale Superieure des Mines de Paris, Paris, France.

"Merger Enforcement in a World of Multiple Arbiters" (December 4,2001) Timothy

J. Muris, Chairman, Brookings Institution, Roundtable of Trade and Investment Policy,

Washington, DC.

"Three Hard Cases and Controversies: The FTC Looks at Baby Foods, Colas and

Cakes" (December 4,2001) Thomas B. Leary, Commissioner, Association of the Bar of the

City of New York's Milton Handler Annual Antitrust Review, New York, New York.

b'Competition and Intellectual Property Policy: The Way Ahead" (November 15,

2001) Timothy J. Muris, Chairman, American Bar Association, Antitrust Section Fall Forum,

Washington, DC.

"A Comment on Merger Enforcement in the United States and in the European

Union" (October 11,2001) Thomas B. Leary, Commissioner, Transatlantic Business Dialogue

Principals Meeting, Washington, DC.

"Antitrust Issues in the Settlement of Pharmaceutical Patent Disputes, Part II" (May

17,2001 and for publication in the December 20001 edition of the Journal of Health Law),

Thomas B. Leary, Commissioner, American Bar Association Antitrust Healthcare Program,

Washington, DC.

"Antitrust Enforcement at the Federal Trade Commission: In a Word

- Continuity"

(August 7,2001) Timothy J. Muris, Chairman, American Bar Association, Antitrust Section

Annual Meeting, Chicago, Illinois.

'The Need for Objective and Predictable Standards in the Law of Predation" May

10, 2001) Thomas B. Leary, Commissioner, Steptoe &Johnson and Analysis GroupEconornics

2001, Antitrust Conference, Washington, DC.

"The Patent-Antitrust Interface" (May 3,2001) Thomas B. Leary, Commissioner,

American Bar Association's Section of Antitrust Law Program, "Intellectual Property and

Antitrust: Navigating the Minefield," Philadelphia, Pennsylvania.

"Between Competition and Cooperation-ChangingBusiness-to-Business" (April 4,2001)

Orson Swindle, Commissioner, The 8' World Business Dialogue, University of Cologne,

Cologne, Germany.

"Report from the Bureau of Competition" (March 29,2001) Molly S. Boast, Director,

Bureau of Competition, American Bar Association, Antitrust Section, Spring Meeting,

Washington, DC.

"Antitrust and Intellectual Property Unresolved Issues''

(March 2,2001) Robert

Pitofsky, Chairman, Berkeley Center for Law and Technology, University of California,

Berkeley, California.

"Antitrust and Intellectual Property Law: From Adversaries to Partners" (Winter 2000)

Sheila F. Anthony, Commissioner, Article Published in AIPLA Quarterly Journal.

"Antitrust Economics: Three Cheers and Two Challenges" (November 15,2000)

Thomas B. Leary, Commissioner.

"Antitrust Issues in Settlement of Pharmaceutical Patent Disputes" (November 3,

2000) Thomas B. Leary, Commissioner, Sixth Annual Health Care Antitrust Forum,

Northwestern University School of Law, Chicago, Illinois.

'%U and U.S. Approaches to International Mergers-Views from the U.S. Federal

Trade Commission" (September 14-15,2000) Robert Pitofsky, Chairman, EC Merger

Control lo* Anniversary Conference, The European Commission Directorate General for

Competition, International Bar Association, Metropole Hotel, B N S S ~ ~Belgium.

"Antitrust in the Emerging B2B Marketplace" (July 19,2000) Orson Swindle,

Commissioner, Forum for Tmst in Online Trade, Princeton Club, New York, New York.

"Use Your T i e Wisely: Do's and Don't's for Effective Advocacy Before the

Federal Trade Commission" (July 11,2000) Sheila F. Anthony, Commissioner, Published

in the Antitrust Report 2000. ABA Section of Antitrust Law's 2000 Annual Meeting, New York,

New York

"Challenges of the New Economy: Issues at the Intersection of Antitrust and

Intellectual Property" (June 15,2000) Robert Pitofsky, Chairman, American Antitrust

Institute, Conference: An Agenda for Antitrust in the 21" Century, National Press Club,

Washington, DC.

"Riddles and Lessons from the Prescription Drug Wars: Antitrust Implications of

Certain Types of Agreements Involving Intellectual Property" (June 1,2000) The

ABA Antitrust and Intellectual Property: The Crossroads Program, San, Francisco, California.

"The Evolving Approach to Merger Remedies" (May 2000) Richard G. Parker, Bureau

Director and David A. Balto, Assistant Director, article published in Antitrust Repoi?.

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

Spring Meeting 2000.

"Advertising and Unfair Competition" (March 10,2000) Sheila F. Anthony,

Commissioner, The American Law Institute-American Bar Association, Product Distribution and

Marketing Meeting, Scottsdale, Arizona.

"Vertical Issues: The Federal View" (March 9,2000) The American Law InstituteAmerican Bar Association, Product Distribution and Marketing Meeting, Scottsdale, Arizona.

"Emerging Antitrust Issues in Electronic Commerce" (November 12,1999): David A.

Balto, Assistant Director, Antitrust Institute, Distribution Practices: Antitrust Counseling in the

New Millennium, Columbus, Ohio.

"Global Merger Enforcement" (September 28, 1999): Richard G. Parker, Bureau Director,

International Bar Association, Barcelona, Spain.

"Enforcement Cooperation Among Antitrust Authorities" (May 19, 1999): John J.

Parisi, IBC UK Conferences Sixth Annual London Conference on BC Competition Law.

"Report from the Bureau of Competition" (April 15, 1999): William J. Baer, Bureau

Director, ABA Spring Meeting, Washington, DC.

"Antitrust Enforcement and High Technology Markets" (November 12, 1998): William

J. Baer, Bureau Director, American Bar Association, Sections of Business Law, Litigation, and

Tort and Insurance Practice, San Francisco, California.

"Report from the Bureau of Competition" (April 2, 1998): William J. Baer, Bureau

Director, American Bar Association, Antitrust Section Spring Meeting 1998, Federal Trade

Commission, Washington, DC.

"ITC Perspectives on Competition Policy and Enforcement Initiatives in Electric Power"

(December 4, 1997): William J . Baer, Bureau Director, Conference on The New Rules of the

Game for Electric Power: Antitrust & Anticompetitive Behavior, Washington, DC.

"New Myths and Old Realities: Perspectives on Recent Developments in Antitrust

Enforcement" (November 17, 1997): William J. Baer, Bureau Director, Bar Association of the

City of New York, New York, NY.

VI. Statistics

Fiscal Year 2002 (through March 31,2002)

Part III Administrative Complaints

Mergers and Joint Ventures 2

Chicago Bridge & Iron Company N.V./Water Division and Engineered Construction Division

of Pitt-Des Moines, Inc.

MSC. Software CorporationlUniversaI Analytics, Inc. and Computerized Structural Analysis

and Research Corp.

Part I1 Consent Agreements Accepted for Comment

Mergers and Joint Ventures 5

Airgas, Inc./Puritan Bennen Medical Gas Business from Mallinckrodt, Inc.

INA-Holding Schaeffler KG and FAG Kugelfischer Georg Schaefer AG

Koninklijke Ahold NVfBruno's Supermarkets, Inc.

Nestle Holdings, Inc./Ralston Purina Company

Valero Energy CorporationlLTltramar Diamond Shamrock Corporation

Civil Penalty Actions Filed

Premerger Notifiation I

First Data Bank/Medi Span

Preliminary Injunctions Authorized

Mergers and Joint Ventures 3

Deutsche Gelatine-Fabriken Stoess A G L i n e r Davis Gelatin Corporation and Goodman Fielder

USA, Inc.

Diageo plc/Pemod Ricard S.A.

Libby, Inc./Anchor Hocking

Merger Transactions Abandoned 7

Total Merger Enforcement (October 1,2001 - March 31,2002) - 18

(includes 1 civil penalty action)

Fiscal Year 2001

Part I11 Administrative Complaints

Mergers and Joint Ventures 2

H.J. Heinz Companyhlilnot Holding Corporation, owner of Beech-Nut Nutrition Corporation

Swedish Match ABNational Tobacco Company, L.P.

Schering-Plough Corporation, Upsher-Smith Laboratories and American Home Products

Corporation

PolyGram Holding, Inc.; Decca Music Group Limited; UMG Recordings Inc.; and Universal

Music & Video Distribution Corporation, subs of Vivendi Universal S.A.

Part II Consent Agreements Accepted for Comment

Mergers and Joint Ventures 18

AOL Online, Inc.ffime Warner Inc

Chevron CorporatiodI'exaco Inc.

Computer Sciences CorporationlMynd Corporation

Dow Chemical Company, TheAJnion Carbide Corporation

El Paso Energy CorporatiodCoastal Corporation, The

El Paso Energy CorporationIPacific Gas & Electric (PG&E Gas Transmission Teco, Inc. and

PG&E Gas Transmission Texas Corporation)

Koch Industries, Inc./Entergy Corporation

Lafarge S.AJBlue Circle Industries PLC

Manheim Auctions, IncJADT Automotive Holdings, Inc.

MCN, parent of Michigan Consolidated Gas CompanyIDTE - parent holding company of The

Detroit Edison Company

Metso OyjISvedala Industri AB

Novartis AGIAstraZeneca PLC

Philip Morris Companies, Inc./Nabisco Holdings Corp.

SmithKline plcIGlaxo WeUcome plc.

Siemens AGIAtecs Mannesmann

Tyco International, Ltd./Mallinckrodt, Inc

Valspar Corporation/Lilly Industries, Inc.

Winn-Dixie Stores, Inc.Ritney-Jungle Stores of America, Inc.

Fiscal Year 2001

(Continued)

Nonmergers 2

FMC Corporation and Asahi Chemical Industry Co. Ltd.

Warner Communications, Inc.

Civil Penalty Actions Filed

Order Violation Mergers and Joint Ventures - 1

Boston Scientific Corporation

Permanent Injunctions Authorized - 1

Mergers and Joint Ventures

The Hearst T

S Hearst

~ ~CorporationEirst DataEiank

Merger Transactions Abandoned 4

Total Merger Enforcement Fiscal Year 2001 - 28

(includes 1 civil penalty action)

Fiscal Year 2000

Part I11 Administrative Complaints

Nonmergers I

Hoechst Marion Roussell (now called Aventis)

Part I1 Consent Agreements Accepted for Comment

Mergers and Joint Ventures - 18

Agrium, Inc.Nnion Oil Company of California (Unocal)

Boeing Company, Themughes Space and Communications subsidiaty of General Motors

Corporation

Delhaize Freres et cie "Le Lion" S.A./Hannaford Bros. Co.

Dominion Resources, Inc./Consolidated Natural Gas

Duke Energy Corp./Phillips Petroleum

El Paso Energy Corp.lSonat Inc.

Exxon Corporation/Mobil Corporation

Fidelity National FinancialJChicago Title Corporation

FMC Corp./Solutia Inc.

Hoechst AGIRhone-Poulenc

MacDermid, IncJPolyfihron Technologies, Inc.

Precision Castparts CorporatiodWyman-Gordon Company

Pfizer Inc./Warner-Larnbert Company

Reckitt & Colman plc/NRV Vermogenswerwaltang GrnbWBenckiser N.V.

RHI AGIGlobal Industrial Technologies, Inc.

Rhodia, Donau Chernie AGIAlbright &Wilson PLC

Service Corporation InternationaVLaGrone Funeral Home

VNU N.V./Nielsen Media Research, Inc

Nonmergers 14

Abbott Laboratories

Alaska Healthcare Network

Berkley and Cassellius, MD's

Bertelsmann Music Group

Colegio de Cirujanos Dentistas de PR

EMI Music Distribution

Geneva Pharmaceuticals

McCormick & Company

Nine West Group Inc.

Sony Corp. of America

Texas Surgeons, P.A.

Fiscal Year 2000

(Continued)

Nonmerger Part II Consent Agreements Accepted for Comment (continued)

Time-Warner Inc.

Universal Music and Video Distribution

Wisconsin Chiropractic Association

Preliminary Injunctions Authorized

Mergers and Joint Ventures 5

BP AmocoIARCO

Conso International Corp.(owner of Simplicity)/McCaIl Pattern Co.)

H.J. Heinz Co./Milnot Holding Co. (owner of BeechNut Nutrition Carp.)

Kroger CompanyNv'inn-Dixie

Swedish Match ABNational Tobacco Con~pany,L.P.

Merger Transactions Abandoned 9

Total Merger Enforcement Fiscal Year 2000 47

Fiscal Year 1999

Part I1 Consent Agreements Accepted for Comment

Mergers and Joint Ventures 18

ABB/Elsag Bailey Process Automation N.V.

Albertson'sIAmerican Stores

Associated Octel Company Lirnited/Oboadlez Company

British Petroleum Con~panyp.l.c., TheIAMOCO Corporation

Ceridian Corp./NTS Corp./Trendar Corp

CMS Energy Corp./Panhandle Eastern Pipeline~TmnMinePipelineDuke Energy Company

Koninklijke Ahold nv/Giant Food, Inc.

Kroger CompanyIFred Meyer Stores, Inc.

Kroger Co.Nohn C. Groub Company, I h e

LaFarge Corporation/Holnam, Inc.

Medtronic, Inc./Avecor Cardiovascular, Inc.

Provident Companies, Inc./UNUM Corporation

Quexco Inc./Pacific Dunlop GNB Corporation

Rohm & Haas CompanyIMorton International, Inc.

Service Corporation InternationalEcjuity Corporation International

Shaw's Supermarkets, Inc./Star Markets, Inc

SNIA S.p.A./COBE Cardiovascular, Inc.

Zeneca Group PLCIAstra AB

Nonmergers 4

Asociacion de Faimacias Region de Arecibo and Ricardo Alvarez Class

Columbia River Pilots Association

North Lake Tahoi? Medical Group, Inc.

Southern Valley Pool Association

Civil Penalty Actions Filed

Premerger Notijicalwn 2

Howard A. tipson/Blackstone Capital Partners Il Merchant Banking Fund L.P.

Laitram Corporation, The

Permanent Injunctions Authorized

Nonmergers 1

Mylan Laboratories, Inc.

Merger Transactions Abandoned 12

Total Merger Enforcement Fiscal Year 1999 - 37

(includes 2 civil penalty actions)

Fiscal Year 1998

Part I11 Administrative Complaints

Mergers and Joint Ventures - I

Boral Ltd. and LaFarge SAlMonier Lifetile

Tenet Healthcare Corporation/Doctors Regional Medical Center (PI authorized)

Nonmergers 2

Intel Corporation

Summit Technology, Inc. and VISX, Inc.

Part I1 Consent Agreements Accepted for Comment

Mergers and Joint Ventures 23

Albertson's, Inc. (Bumey Food and Drug Store Company)

Cablevision Systems Corp./Tele-Communications,Inc.

Commonwealth Land Title Insurance CompanyIFirst American Title Insurance Company

CUC International, Inc./HFS Incorporated

Degussa Corporation/E.I. du Pont de Nemours & Co.

Dow Chemical Co./Sentrachem Limited

Exxon Corporatiowlle Shell Petroleum CompanyIShell Oil Company

Federal-Mogul CorporatiowT&N plc

Global Industrial Technologies, Inc.1AP Green Industries

Guinness PLCIGrand Metropolitan

Intel Corp.lDigital Equipment Corp.

Landarnerica Financial Group, Inc. (named changed from Lawyers Title Corporation)

Medtronics, Inc./Physio-Controls International Corporation

Merck and Co., Inc.

Nortek, Inc.lNuTone, Inc.

PacifiCorp~TheEnergy Grciup

Roche Holdings Ltd./Corange Limited

S.C. Johnson & Son, Inc.lDowBrands

Shell Oil Companyme Coastal Corporation

SheU Oil Company/Texaco Inc

SkyChefs, Inc.1Ogden Corporation

TRW Inc.lBDM International Inc.

Williams CompanieslMAPCO

Fiscal Year 1998

(Continued)

Part U: Consent Agreements Accepted for Comment (continued)

Nonmergers - 11

Checkpoint Systems, Inc

Chrysler Dealers, Unn

Dentists of Juana Diaz, Coamo

Fastline Publications

Great Lakes Chemical CorporatiomThe Associated Octel Company.Ltd.

Institutional Pharmacy Network

M.D. Physicians of Southwest Louisiana, Inc.

Sensormatic Electronics Corporation

South Lake Tahoe Lodging Association

Stone Container Corporation

Urological Stone Surgeons, Inc. and Parkside Kidney Stone Centers

Civil Penalty Actions Filed

Premerger Notification 1

Loewen Group Inc. and Loewen International, Inc.

Mergers and Joint Ventures 3

CVS Corporation

ColumbiaIHCA Healthcare Corporation

Rite Aid Corporation

Preliminary Injunctions Authorized

Mergers and Joint Ventures 3

Cardinal Health Inc./Bergen Bmnswig Carp.

McKesson Corporation/AmeriSource Health Carp

Tenet Healthcare Corporation/Doctors Regional Medical Center

Merger Transactions Abandoned 7

Total Merger Enforcement Fiscal Year 1998 51

(includes 4 civil penalty actions)

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.