# PURSUANT TO SECTION 201 OF THE (1986) > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A7e213efe6776ad2c ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text TENTH ANNUAL REPORT TO CONGRESS PURSUANT TO SECTION 201 OF THE ~ »S HART~SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976 FDP T ME GU ee em ree me INTRODUCTION Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Pub. L. 94-435, amended the Clayton Act by adding a new Section 7A, 15 U.S.C. Section 18a. Subsection (j) of this section provides as follows: Beginning not later than January 1, 1978, the Federal Trade Commission, with the . concurrence of the Assistant Attorney General, shall annually report to the Congress on the operation of this section. Such report shall include an assessment of the effects of this . section, of the effects, purpose, and the need for any rules promulgated pursuant thereto, and any recommendations for revisions of this section. - This is the tenth annual report to Congress pursuant to this provision. In general, Section 7A establishes a mechanism under which certain proposed acquisitions of stock or assets must be reported to the Federal Trade Commission and the Department of Justice prior to consummation. The parties must then wait a specified period, usually thirty days (fifteen days in the case of a cash tender offer), before they may complete the transaction. Whether a particular acquisition is subject to these requirements depends upon the value of the acquisition and the size of the parties, as measured by their sales and assets. Small acquisitions, acquisitions involving small parties and other classes of acquisitions which are unlikely to raise antitrust concerns are excluded from the Act’s coverage. The primary purpose of the statutory scheme, as the legislative history makes clear, is to provide the antitrust enforcement agencies with a meaningful opportunity to review mergers and acquisitions before they occur. The premerger notification program, with its filing and waiting period requirements, provides the agencies with both the time and the information to conduct this antitrust review. Much of the information needed for a preliminary antitrust evaluation is included in the notification filed with the agencies and thus is immediately available for review during the initial thirty-day waiting period. If either agency determines during that initial waiting period that further inquiry is necessary, it is authorized by Section 7A(e) to request additional information or documentary materials from either or both of the parties to a reported transaction. Such a request extends the waiting period for a specified period, usually twenty days, after the requested information and documents are received. This additional time provides the agencies with the Opportunity to review the information and to take appropriate action before the transaction is consummated. If either agency believes that a proposed transaction may violate the antitrust laws, the agency may seek an injunction in federal district court to prohibit consummation of the transaction. Pinal rules implementing the premerger notification program vere promulgated by the Commission, with the concurrence of the Assistant Attorney General, on July 31, 1978.1 at that time, a comprehensive Statement of Basis and Purpose was also published containing a section-by-section analysis of the rules and an item-by-item analysis of the Premerger Notification and Report Form. The program became effective on September 5, 1978. In 1983, the Commission, with the concurrence of the Assistant Attorney General, made several changes in the premerger notification rules. Those amendments becane effective on August 29, 1983.2 Additional amendments were published in the Federal Register on March 6, 1987, and May 29,. 1987, and will be discussed hereinafter. GHANGE TO FISCAL YEAR BASIS Effective October 1, 1985, the Commission converted the Premerger Notification program to a fiscal year reporting basis from a calendar year basis. Beginning with this year’s annual report, information will be furnished for periods covering October lst through September 30th. The information in this annual report was compiled for fiscal years 1986 and 1987. The appendices to this report provide a statistical summary of the operation of the premerger notification program. Appendix A shows for each fiscal year in which the program has been in operation the number of transactions reported, the number of filings received, the number of transactions in which requests 2 43 Fed. Reg. 33,450 (1978). The rules also appear in 16 C.F.R. Parts 801 through 803. For more information concerning the development of the rules and operating procedures of the premerger notification program, see the second, third and seventh annual reports covering the years 1978, 1979 ana 1983, respectively. 2 48 Fed. Reg. 34,427 (1983) (codified at 16 C.F.R. parts 801 through 803). . for additional information or documentary material (hereinafter referred to as “second requests”) were issued, and the number of transactions in which requests for early termination of the waiting period were received, granted, and denied. Appendix B provides a month-by-mzonth comparison of the number ef filings received and the number of transactions reported for fiscal year 1979 through 1987. Appendix C shows, for calendar years 1979 through 1985 and fiscal years 1986 and 1987, the number of transactions in which the agencies could have issued second requests, the number of second requests issued, and the percentage of transactions in which second requests were issued. As we explained in the Eighth Annual Report, we believe that Appendix C provides a more meaningful measure of the second request rate than Appendix A because Appendix C eliminates from the total number of transactions certain transactions in which the agencies could not, or as a practical matter would not, issue second requests. The statistics set out in these appendices show that the number of transactions reported in 1987 increased 30 percent over the number of transactions reported in 1986 while the number of transactions reported in 1986 increased 22 percent over the number reported in 1985 (2,533 transactions were reported in 1987, 1,949 in 1986 and 1,603 in 1985). The statistics also report the number of second requests issued remained relatively constant from 1985 to 1986 but decreased in 1987. Appendix A shows that 91 second requests were issued in 1985 and in 1986 and that 78 were issued in 1987 while Appendix C shows an increase from 78 in 1985 to 83 in 1986 and a decrease to 81 in 1987. These numbers represent a decrease in the number of second requests issued as a percentage of reported transactions (from 5.7 percent in 1985 to 4.7 percent in 1986 to 3.1 percent in 1987, based on Appendix A, and from 6.0 percent in 1985 to 5.0 percent in 1986 to 3.7 percent in 1987, based on Appendix C). The statistics also show that the number of transactions involving requests for early termination has again increased 3 See Appendix C, notes 1 and 2. The second request statistics in Appendices A and C also differ in two other respects. Appendix Cc includes only the number of second requests issued for transactions reported in each specified | year, while Appendix A includes all second requests issued during each fiscal year irrespective of when the filing was actually received. In addition, Appendix A includes secondary acquisitions while Appendix C does not. 4 a ee ee ee dramatically.4 In 1987, early termination was requested in 2,251 transactions, while in 1986 it was requested in 1,639 transactions and in only 1,281 in 1984. This represents, as a percentage of reported transactions, a request rate in 1987 of 88.9 percent, as compared with 84.1 percent in 1986 and 79.9 percent in 1985. The number of requests granted has increased (from 975 in 1985, to 1,263 in 1986, to 1,739 in 1987) and the percentage of requests granted has also increased slightly (from 76.1 percent in 1985, to 77.1 percent in 1986, to 77.3 percent in 2987). We have also included in the report, as Exhibit A, eleven tables containing other information about transactions reported in fiscal year 1985. Some tables break down the number of transactions reported by the dollar value of transactions or by the reporting threshold and indicate the number and percentage of transactions in which clearances to investigate were granted by one antitrust agency to the other and second requests issued for each category of transaction. other tables provide a breakdown of transactions based on the sales or the assets of the acquiring person or the acquired person or the acquired entity or on the dustry group (2-digit SIC code) in which the acquiring person or the acquired entity derive most of their revenues. These statistics have been included in prior annual reports for the calendar years 1981-1984. On September 24, 1985, the Commission published in the Federal Register a Notice of Proposed Rulemaking proposing thirteen changes to the premerger notification rules and the Notification and Report Form.® with two exceptions, the proposed “4 As noted in the Seventh Annual Report, the increases in the,smumber of requests for early termination and the high proportion of those requests which have been granted are probably attributable to the change in the agencies’ standard for granting early termination, adopted in the formal interpretation issued by the Commission on August 20, 1982. 5 See the Ninth Annual Report, Exhibit A, for 1984 transactions, the Eighth Annual Report, Exhibit A, for 1983 transactions, the Seventh Annual Report, Exhibit B for 1982 transactions, and the Sixth Annual Report, Exhibit A for 1981 transactions. 6 50 Fed. Reg. 38,742 (1985). . 5 POP MET eT Pee ree rules were designed primarily to reduce the burden of the premerger notification program in three ways: by narrowing the types of acquisitions that are subject to the notification requirement; by reducing the documents and information that must accompany notifications; and by clarifying the meaning of several of the premerger notification rules. The Commission, with the concurrence of the Department of Justice, adopted eight of the proposed changes and they became effective on March 6, 1987.7 The following list of amendments briefly characterizes each new rule. a. Section 801,i1fe): Total Assets of a Newly-Formed Person. This rule codifies an informal interpretation by the Commission staff. The rule states that for determining if a person has the minimum amount of assets to be subject to the reporting requirements of the Act, a newly-formed entity need not include cash that will be used to make an acquisition of assets or voting securities, or securities of the person the entity is acquiring. This, the rule does not require notification where the acquisition merely transfers ownership of one business and does not combine two previously separate businesses. b. : - This rule also codifies an. informal staff interpretation. The rule states how to calculate the percentage of a person’s voting securities held by each shareholder where the person has issued classes of securities that have Gifferent voting rights. . ce. Section 801.13: Aggregation of Assets and Voting Securities. This rule limits an existing rule. It is no longer necessary to report small acquisitions of assets solely because the acquiring person has made a previous reportable acquisition from the same seller. The effect of this rule is to reduce the coverage of the rules by removing reporting requirements for small acquisitions that are unlikely to pose competitive problens. €@. Section 802.35: Acquisitions by Employee Trusts. This rule creates a new exemption for acquisitions of an employer’s voting securities by certain employee trusts. Since the adoption of the tax incentives for certain acquisitions pursuant to Employee Stock Option Plans, such trusts have become common. The rule reduces the coverage of the notification rules but continues the review of other acquisitions by employee trusts that could pose competitive problems. 7 582 Fed. Reg. 7066 (1987) (to be codified at 16 C.F.R. Parts 801-803). Attached as part of Exhibit B is a copy of the final rules. e. : . This rule deletes an exemption for acquisitions subject to prior approval orders. Although the exemption affected few transactions, it could have created problems in obtaining consent agreements or orders from businesses subject to prior approval orders. z. : Vv Pergon. This rule codifies the Commission’s formal interpretation concerning the notice which must be sent to an ed person by an acquiring person and describes language for that notice that will be considered acceptable. g- 2 Transactions. This rule codifies an informal staff interpretation by stating that the statutory waiting period for the formation of a joint venture does not begin until all persons that are required to report the formation have. filed notifications. h. Revision of the Premerger Notification and Report Form. The Commission adopted eight changes which simplify the Wotification and Report Form, and thereby reduce the time required to prepare the Form without impairing the ability to review transactions. On March 6, 1987, the Commission published in the Federal Register a Notice of Proposed” Rulemaking proposing a change in the premerger notification rules to improve their effectiveness by amending the term “control” as it applies to partnerships and other entities that do not have outstanding voting securities.§® The proposed rule was designed to eliminate a loophole that was perceived to exist for acquisitions undertaken by newly-formed partnerships. The new rule treats partnerships essentially the same as corporations are treated by stating that a partnership is controlled by any person having the right to 50 percent or more of the profits or a right to 50 percent or more of the assets of the partnership in the event of dissolution. The Commission, with the concurrence of the Department of Justice, adopted the proposal as a final rule on May 29, 1987. It became effective on July 3, 1987.9 8 52 Fed. Reg. 7095 (1987). Attached as part of Exhibit B is a copy of the Notice published in the Federal Register. 9 52 Fed Reg. 20058 (1987) (to be codified at 16 C.F.R. Part 801). Attached as Exhibit C is a copy of the Notice published in the Federal Register. 7 2. Compliance Generally, compliance with the premerger notification program’s filing requirements continued to be good in fiscal years 1986 and 1987. As of the end of fiscal year 1987, only two actions have been brought under Section 7A(g)(1) to recover civil penalties for non-compliance since the the progran’s inception. 1° However, the agencies examined an unprecedented number of transactions for possible violations of the Hart-Scott-Rodino Act in fiscal years 1986 and 1987. These investigations focused primarily on two issues: the validity of claims that the transactions were exempt and the possibility that transactions were unlawfully structured to evade the reporting requirements of the Act. These investigations grew out of the agencies’ gwonitoring of current transactions to ensure compliance with the progran’s filing requirements. The agencies review newspapers and industry publications for announcements of transactions that may not have been reported in - accordance with the requirements of the Act. In addition, industry sources, such as competitors, customers and suppliers, and interested members of the public often provide the agencies with further information about transactions and possible violations of the filing requirements. If a proposed transaction is announced that appears to be covered by the statute and rules, - but no filing is received within a reasonable time, Commission staff sends letters to the parties requesting an explanation for their failure to file. The same procedure is followed when the staff learns of a consummated transaction for which no prior filing was received. In most of these cases, the inquiries have established that the transactions were not covered by the Act or were exempt from it. In addition, the agencies have also learned of a number of violations of the Act from parties who have failed to meet their notification requirements. In each of these cases, the parties have belatedly filed Notification and Report Forms when they were made aware of their filing obligation and submitted detailed letters explaining how the violations occurred. In all of the 210 one action was brought in 1984. United States v. Coastal Corporation, Cv. No. 84-2675 (D.D.C. filed Aug. 30, 1984). Coastal paid the maximum civil penalty authorized and divested the stock that it was alleged to have acquired illegally. The other action was brought in 1985. United States v. Bell Resources Ltd., Weeks Petroleum Ltd., and M.R.H. Holmes a Court, 85 Civ. 6202 (S.D.N.¥. filed Aug. 9, 1985). Under a consent decree, Weeks was required to pay a civil penalty of $450,000. & investigations closed by the end of fiscal year 1987, the failure to file was inadvertent rather than deliberate or the result of gross negligence. None of these investigations has involved a transaction that presented the serious possibility of a violation of the antitrust laws. BEll The Antitrust Division filed six complaints in merger cases . @uring fiscal year 1986.42 Five of these cases, United States v. Sorporation, United States v, $.p.A. Officine Maccaferri, et al, United States v, Pacific Telesis Group and Communications industries, Inc., United States v, Genera] Electric Company, and , have been settled by the entry of consent decrees. The other case, Vv , is pending. - In Vv x , the Division challenged Baxter Travenol’s proposed acquisition of American Hospital Supply Corporation. The suit alleged that Baxter Travenol’s . acquisition of American Hospital Supply would lessen competition ° in five health-care product markets: parenteral solutions (sterile intravenous (IV) fluids); fluid administration sets (disposable devices attached to parenteral solutions or blood containers through which parenteral solutions or blood flows to patients); electronic flow control devices (electro-mechanical devices that infuse fluids at predetermined rates into patients during intravenous therapy); therapeutic hemapheresis equipment (devices that separate blood into components for therapeutic 21 The cases mentioned in this report were not necessarily reportable under the premerger notification program. Because of the Hart-Scott-Rodino Act’s provisions regarding the confidentiality of the information obtained pursuant to this program, it would be inappropriate to identify which cases were initiated under the premerger notification progran. 12 United states v. Baxter Travenol Laboratories, Inc. and American Hospital Supply Corporation, Cv. No. 85C09856 (N.D. Ill. filed Nov. 22, 1985); United States v. S.p.A. Officine Maccaferri, et al., Cv. No. B-86-612 (D. Md. filed Feb. 24, 1986); United States v. Pacific Telesis Group and Communications Industries, Inc., Cv. No. 86-1298-RMT (C.D. Cal. filed Feb. 28, 1986); United States v. Syufy Enterprises and Raymond J. Syufy, Cv. No. C-86-3057 (N.D. Cal. filed June 6, 1986); United States v. General Electric Company, Cv. No. 86-1578 (D.D.C. filed June 6, 1986); and United States v. Data Card Corporation, Cv. No. 86-2339 (D.D.C. filed Aug. 22, 1986). 9 uses); and surgeons’ gloves and procedure gloves (used inside and outside the operating room for surgical procedures). The defendants entered into a series of divestiture and contractual agreements to resolve the competitive problems that would arise from the acquisition. The consent decree ensures that the defendants will perform each of these agreements, and, if they do not, that the assets involved will be divested by a trustee ina manner that will preserve effective competition in each of the five affected markets. In United States v. S.p.A. Officine Maccaferri, et al., the Division challenged the 1983 acquisition of Terra Aqua, Inc. of Reno, Nevada, by S.p.A. Officine Maccaferri of Bologna, Italy, alleging a lessening of competition in the United States for the manufacture and sale of gabions. Prior to the acquisition, these companies were the only two manufacturers of gabions in the United States. Gabions are rectangular wire mesh containers which are filled with hand-size stones and wired together to form large structures that are used in river training, flood control, landscaping, and erosion control. They are used primarily in public works projects. The consent decree required Officine Maccaferri and River and Sea Gabions (London) Limited to sell their interests in Terra Aqua within six months. In e , the Division challenged Pacific Telesis’ (a San Francisco corporation) proposed acquisition of Communications Industries (a Dallas, Texas corporation) alleging a violation of Section 7 of the Clayton Act and Section 1 of the Sherman Act in the market for the provision of cellular radio service in Los Angeles. (The only two firms licensed to provide cellular radio service in Los Angeles would become partners in Dallas-Ft. Worth and the transfer of information between the two firms could impede competition in the Los Angeles cellular radio service market.) Cellular radio service is a high-capacity, two-way mobile telephone service. Under the consent decree, Pacific Telesis’ participation in the Dallas-Ft. Worth partnership is Limited to an essentially passive investment interest. The decree prohibits Pacific Telesis from playing an active role in the Metroplex Telephone Company in Dallas-Ft. Worth and from obtaining information about that system to which it would otherwise be entitled. In United States v. General Electric Company, the Division challenged the acquisition by General Electric of RCA Corporation’s assets used in the manufacture and sale of vidicon tubes. Vidicon tubes are image tubes that convert an optical image into an electrical signal. They are used in camera systems for television broadcasting, closed-circuit monitor services, medical applications, industrial processes, and military applications, such as tracking surveillance. The consent decree 10 required General Electric to sell its vidicon tube business by Movember 3, 1986. In United States v, Data Card Corporation, the Division alleged that Data Card’s proposed acquisition of DBS, Incorporated would prove anticompetitive in the market for automatically fed, low-volume embossers. Embossers are machines used to make the raised lettering on plastic or metal cards, such as credit or identification cards. Such embossers (which are eapable of producing 100-200 cards per hour) are used primarily by hospitals to produce embossed plastic patient identification cards. The consent decree required Data Card to sell one of the enbosser product lines it acquired from DBS. In , the Division challenged Syufy’s October, 1984, acquisition of the Red Rock Theatre in Las Vegas on the grounds that the acquisition unduly decreased competition in the marke: for first-run motion picture exhibition in Las Vegas, Nevada. in addition, the suit alleged that since at least 1982, Syufy Enterprises attempted to monopolize, and since at least October, 1984, has monopolized the business of first-run motion picture exhibition in Las Vegas, Nevada, in violation of Section 2 of the Sherman Act. The suit is pending. On several occasions during fiscal year 1986 the Division investigated bank merger transactions for which divestitures were _~ wvrequired to cure competitive problems. In the following - transactions, a “not significantly adverse” letter was sent to the Federal Reserve Board or FDIC, conditioned on divestiture prior to or concurrent with consummation of the transaction: 1. First Alabama Bank, Montgomery, AL- First State Bank of Alabama, Decatur, AL. 2. Wells Fargo Co., San Francisco, CA- Crocker National Corp., San Francisco, CA. 33. . First of America Corp., Kalamazoo, MI- New Century Bank - ~~ Corp., Bay City, MI. 4. Marshall & Ilsley Bancorp., Milwaukee, WI- Affiliated Bancorp., Stevens Point, WI. Finally, the Division entered into a consent decree in one merger case in which the complaint had been filed prior to October 1, 1985.13 13 United States v. Allied Corporation, Civ. No. 85-2475 (D.D.C. filed August 2, 1985, consent decree entered November 4, 1985). ; 121 bk me ol de ee ee The Commission authorized its staff to seek a preliminary injunction in five merger cases during fiscal year 1986. In one of those cases, the parties abandoned the transaction before, the motion for a preliminary injunction was filed in court. In Federal Trade Commission v, Occidental Petroleum Corp.,*° the Commission charged that Occidental’s proposed acquisition of certain plastic-production assets of Tenneco Inc. would substantially reduce competition in the production of three polyvinyl chloride resin products. The court granted the Commission’s request for a temporary restraining order on April 3, 1986. The Comnission’s motion for a preliminary injunction was denied on April 30, 1986. The parties consummated the transaction and the case against Occidental is currently in litigation before an Administrative Law Judge. In the case against Tenneco, the Commission has issued a decision and order which requires Tenneco to consent to the assignment of assets by Occidental if the Commission issues an order requiring Occidental to divest certain assets.+© In Federal Trade Commission v. The Coca-Cola Co,,+” the Commission charged that Coca-Cola’s proposed acquisition of the Dr Pepper Co. would reduce competition in the production, distribution, and sale of carbonated soft drinks and soft drink concentrates. A preliminary injunction action was filed on June 24, 1986, and the court granted the preliminary injunction on July 31, 1986. Subsequently, the parties abandoned the proposed acquisition. The administrative complaint is currently in litigation. 14 Fre news release issued June 20, 1986, involving the proposed acquisition by PepsiCo Inc. of the Seven-Up Co. The news release reported that the Commission believed that the proposed acquisition could reduce competition in the distribution and sale of carbonated soft drinks in the United States. 15 Federal Trade Commission v. Occidental Petroleum Corp., 1986-1 Trade Cas. (CCH) q67,071 at 62,508 (D.D.C. 1986), vacated as moot, No. 86-5254 (D.C. Cir. Oct. 23, 1986). 16 enneco Inc. (issued July 19, 1988). 17 yederal Trade Commission v. Coca-Cola Co., 641 F. Supp. 1128 (D.D.C. 1986). The Court of Appeals vacated the preliminary injunction on the ground of mootness and remanded with instructions to dismiss the court action. Federal Trade Commission v. Coca-Cola Co., 829 F.2d 191 (D.C. Cir. 1987). 12 In Federa} Trade Commission v. PPG Industries, Inc, and the Commission charged that a proposed merger ° between two leading manufacturers of aircraft windshields, canopies, and cockpit and cabin windows would create a single firm possessing a near monopoly on the technology for the fabrication of glass and acrylic aircraft transparencies. A prelizinary injunction action was filed on January 6, 1986. On February 21, 1986, the court granted the preliminary injunction pending the submission of an acceptable hold separate order. Subsequently, the court modified its decree by entering a hold separate order. The Commission appealed that decision and, on August 22, 1986, the appellate court reversed the lower court’s ruling and directed the issuance of a preliminary injunction. In Pebruary, 1987, the parties abandoned the merger. The fifth case in which the Commission authorized staff to seeX a preliminary injunction involved Occidental Petroleum Corporation’s proposed acquisition of Midcon Corporation. The Commission charged that Occidental’s merger with Midcon would substantially lessen competition in pipeline transportation and the sale of natural gas in the St. Louis area. The preliminary injunction action was not filed since Occidental agreed to divest Midcon’s Mississippi River Transmission Corp. subsidiary which operates a natural gas pipeline from the east Texas and northern Louisiana producing areas to St. Louis. The Commission issued a complaint and decision and order on June 25, 1986.2 “ _. The Commission issued a decision and complaint and order in six other merger cases in fiscal year 1986 in which it had previously accepted consent agreements for public comment. In E , Columbian, the third largest U.S. producer of carbon black, sought to acquire the Continental Carbon Company, the nation’s sixth largest producer. In 1984, the Commission sought and was granted a preliminary injunction against Columbian, based upon the anticompetitive effects of the proposed acquisition. In November, 1985, the Commission issued 48 Federal Trade Commission v. PPG Industries, Inc. and Swedléw, Inc.,.628 F. Supp. 881 (D.D.C. 1986), aff’d in part and rev’d in part, 798 F.2d 1500 (D.C. Cir. 1986). 19 Occidental Petroleum Corporation, 109 F.T.C. 167 (1986). 20 columbian Enterprises, Inc., 106 F.T.C. 551 (1985); MidCon Corporation, 107 F.1T.C. 48 (1986); Ashland Oil inc., 107 F.T.C. 303 (1986); Bass Brothers Enterprises, Inc., 108 F.T.C. 51 (1986); Warner Communications, Inc., 108 F.T.C. 105 (1986): and Polygram Records, Inc., 108 F.T.C. 112 (1986). 13 an order under which Columbian agreed not to acquire, for a period of five years, any part of the U.S. rubber carbon black business of any other person if, as a result of the acquisition, Columbian would increase its U.S. rubber carbon black production capacity by more than 130 million pounds. Columbian further agreed, for a period of five years, to obtain the prior approval of the Commission before completing any acquisition not prohibited by the order. In Occidental Petroleum Corporation, the Commission charged that Occidental’s merger with MidCon Corporation would substantially lessen competition in pipeline transportation and the sale of natural gas in the St. Louis area. Occidental agreed to divest MidCon’s Mississippi River Transmission Corp. subsidiary which operates a natural gas pipeline from the east Texas and northern Louisiana producing areas to St. Louis. In MidCGon Corporation, the Commission charged that MidCon’s acquisition of the stock of United Energy Resources, Inc. would lessen competition in the transportation of natural gas in various- parts of the United States. MidCon agreed to divest various gas gathering and transmission facilities. In Ashland Oi) Inc., the Commission charged that a proposed merger between Bass Brothers Enterprises, Inc. and Ashland’s Carbon Black Division would be anticompetitive. Ashland Oil Inc. agreed to obtain Commission approval before selling any of its domestic carbon black plants to a major competitor. In Bass Brothers Enterprises. Inc., Bass Brothers agreed to terminate any agreement that provided for the acquisition of Ashland’s carbon black business. In Warner Communications, Ine, and PolyGram Records, Ince. the Commission issued complaints and decisions and orders settling charges that the proposed merger of Warner Communications and PolyGram Records would lessen competition in the prerecorded music industry. Under the orders, Warner and Polygram are prohibited from acquisitions involving three major competitors without the prior approval of the Commission and both must provide the Commission with notice before entering into relationships with those competitors. 14 In fiscal year 1986, the Commission also accepted a consent order for public comment in ion?i settling antitrust charges stemming from Champion’s acquisition of St. Regis Corporation. The consent order was withdrawn after Champion voluntarily divested a St. Regis linerboard mill in Tacoma, Washington. The Antitrust Division filed six complaints in merger cases during fiscal year 1987.¢2 Four of these cases, Rohm_and Haas Company, United States v, Pomtar Inc,, et al., GSorporation, and Uni tw » have been settled by the entry of consent decrees. In the two remaining cases, w and , the Division voluntarily dismissed the lawsuits when the proposed transactions were abandoned by the parties. In Vv , the Division challenged the acquisition by Rohm and Haas Company of the ion exchange resins business and assets of Duolite International, inc., a subsidiary of Diamond Shamrock Corporation. Ion exchange resins are synthetic resinous beads principally used to remove objectionable ions from aqueous solutions, thereby purifying the solution. In 1983, total sales of such resins in the United States amounted to approximately $112 million. Rohm and Haas accounted for approximately 35 percent of those sales and Duclite accounted for approximately 16 percent. The consent decree required Rohm and Haas to seek a buyer for the Duolite ion exchange resin plant located in Redwood City, California, and to 21 Champion International Corporation (accepted for public comment on February 20, 1986; withdrawn July 10, 1986). 22 united States v. Rohm and Haas Company, Cv. No. 86-3091 (D.D.C. filed November 10, 1986); United States v. MacAndrews and Forbes Group, Inc., et al., Cv. No. 86-8055JMI(KX) (C.D. Cal. filed December 10, 1986); United States v. Rheem Manufacturing Company, et al., Cv. No. G87=-40CAl (W.D. Mich. filed January 16, 1987); United States v. Dontar Inc., é€t al., Cv. No. C87-0689RFP (N.D. Cal. filed February 25, 1987); United States v. Hughes Tool Company and Baker International Corporation, Cv. No. 87-0932 (D.D.C. filed April 3, 1987); and United States v. The Dow Chemical Company and Ethyl Corporation, Cv. No. 87-C=-4280 (N.D. Tll. filed May 11, 1987). 15 AO Ee LN ee license relevant technology for the manufacture and sale of Duclite ion exchange resins. In United States v. Domtar Inc.. et ali, the Division challenged Domtar’s proposed acquisition of the Genstar Gypsum Products Company. The complaint alleged that the acquisition would prove anticompetitive in the market for gypsum board in the Pacific Southwest, an area consisting of southern California, southern Nevada and Arizona. Gypsum board is a principal component in new building construction. In 1985, total sales of gypsum board in the Pacific Southwest market were over $250 million--Donmtar was the third largest producer and Genstar was the fourth largest producer. The consent decree required Domtar to sell Genstar’s Pacific Southwest operations within six months. In United States v. Hughes Tool Company and Baker the Division challenged the ’ proposed merger of the two companies alleging a lessening of competition in the U.S. markets for tricon rock bits and electric submersible oil well pumps. Tricon rock bits are drill bits, with steel teeth or tungsten carbide inserts, that are used in oil and gas @rilling. Electric submersible oil well pumps are driven by electric motors and placed at the bottom of an oil well to lift oil to the surface. Both Hughes Tool and Baker International are major manufacturers of tricon rock bits and electric submersible oil well pumps. In 1986, total sales of tricon rock pits in the United States totaled approximately $200 million. Hughes Tool accounted for approximately 28 percent and Baker International accounted for approximately 17 percent of those sales. Total sales of electric submersible oil well pumps in the United States were approximately $110 million in 1986. Hughes Tool accounted for approximately 28 percent and Baker Lift Systems accounted for approximately six percent. The consent decree required Baker International to sell the tricon rock bit operations’ of its Reed Tool Company subsidiary ana the electric submersible oil well pump operations of its Baker Lift Systems division. In United states v. The Dow Chemical Company_and Ethyi , the Division challenged Ethyl’s proposed acquisition of Dow’s Bromine and Brominated Chemicals Division. The complaint alleged that the proposed acquisition would . substantially lessen competition in the United States for the panufacture and sale of bromides used in brominated clear brine fluids (used in the oil and gas industry to counterbalance the downhole pressure of oil and gas wells during completion and workover procedures to prevent blowouts or geysers). In 1986, gales to the U.S. oil and gas industry of bromides used in ; brominated clear brine fluids totalled over $30 million. Dow is the second largest producer of these bromides and Ethyl is the third largest, with 1986 gales in the U.S. of about §9 pillion and §5 million, respectively. The consent decree required divestiture of Dow’s brominated clear brine fluid business. 16 In al,, the Division challenged the proposed acquisition by MacAndrews & Forbes Group, Inc. of Metrocolor Laboratories fron Lorimar-Telepictures alleging a lessening of competition in two markets: the production of 35 millimeter release prints for motion pictures receiving national distribution and the production of 70 millimeter release prints. Total sales in 1985 of 35 millimeter release prints for exhibition in the U.S. exceeded $100 million; 70 millimeter release prints exceeded $10 million. The acquisition would have combined two of the three primary film laboratories used by motion picture studios in the U.S. for processing 35 millimeter and 70 millimeter release prints for major motion pictures. After the Division filed suit, MacAndrews announced it would abandon its attempt to acquire Metrocolor. To settle other concerns of the Division, MacAndrews " and Lorimar entered into an agreement whereby Lorimar would operate Metrocolor as a vigorous competitor in the film laboratory business. The complaint was then moot and was voluntarily dismissed by the Division. in , the Division challenged the proposed acquisition by Rheem Manufacturing Co. of Bradford-White Corporation. The complaint alleged that the proposed acquisition would lessen competition in the manufacture and sale of residential water heaters in the United States. In 1985, sales of residential water heaters in the U.S. totalled approximately $915 million; Rheem and Bradford- White had total sales of approximately $262 million. The parties abandoned the transaction and the Division dismissed the lawsuit. On several occasions during fiscal year 1987 the Division investigated bank merger transactions for which divestitures were required to cure competitive problems. In the following four transactions, a “not significantly adverse” letter was sent to the Federal Reserve Board, conditioned on divestiture prior to or concurrent with consummation of the transaction: . d+ _ Bank of New England Corporation, Boston, Massachusetts, we acquisition of Conifer Group, Inc., Worcester, Massachusetts; 2. Republicbank Corporation, Dallas, Texas, acquisition of Iinterfirst Corporation, Dallas, Texas; 3. Amoskeag Bank Shares, Inc., Manchester, New Hampshire, acquisition of NTC Corporation, Nashua, New Hampshire; and 4. Marshall & Isley Corporation, Milwaukee, Wisconsin, acquisition of Central Wisconsin Bankshares, Inc., Wausau, Wisconsin. 17 In addition, during fiscal year 1987, the Division advised parties in two merger transactions that it would file suit if the mergers were consummated. In one instance, the parties abandoned the proposed transaction (Surgical Associates of Western Connecticut, P.c., and Danbury Surgical Associates, P.C.); in the other instance, the merger was approved after certain restructuring conditions were net (American Brands proposed . perger with Acco World Corporation). Finally, the Division entered into consent decrees in two merger cases in which the complaints had been filed prior to October 1, 1986.4 The Commission authorized its staff to seek a preliminary injunction in seven merger cases in fiscal year 1987. In four of those cases, the parties abandoned the transaction before the motion for preliminary injunction was filed in court. 23 united States v. National Medical Enterprises, Inc. and February 21, 1984; consent decree entered April 16, 1987); and United States v. Industrial Asphalt, et al., Cv. No. 85-4631(RG) (c.D. Cal. filed July 15, 1985; consent decree entered June 25, 1987). 24 prc news release issued September 16, 1987, involving the proposed acquisition by Sunds AB, a Swedish company, of the Impco division of Ingersoll-Rand Co. The Impco division makes and sells pulp machinery and equipment. The news release reported that the Commission believed that the acquisition would substantially reduce competition in the production and sale of equipment used to bleach wood pulp to be made into paper. FTC news release issued August 7, 1987, involving the proposed merger of Buntco Health Care Inc. into Invacare Corp. The news release reported that the Commission had reason to believe that the proposed merger would substantially lessen competition in the production and sale of homecare beds, which are portable healthcare beds rented by consumers for home use. FTC news release issued December 30, 1986, involving the proposed acquisition by Conoco, Inc., a subsidiary of E.I. Dupont DeNemours & Co., of Asamera Inc. The news release reported that the Commission believed that the acquisition of Asamera’s Denver area refinery would substantially lessen competition and increase prices for gasoline, diesel fuel, and other refined products in Denver and in eastern Colorado, and that the acquisition would lessen competition in the purchase and transportation of crude oil in the Denver area. FTC news release issued December 2, 1986, involving the proposed acquisition by Kidde Inc. of the crane . (continued...) 18 n Federal Trade Commission vy. Pacific Resources, Inc., et aL.2! the Commission filed for a preliminary injunction charging that the acquisition by Pacific Resources, Inc. of Shell Oil any’s Hawaiian petroleum and marketing assets would substantially reduce competition in the distribution of gasoline and other petroleum fuels in Hawaii. The court granted the preliminary injunction on November 6, 1987. Subsequently, the parties abandoned the transaction. On August 29, 1988, the Commission accepted a consent agreement for public comment to settle the charges in this matter. In two of the cases in which a preliminary injunction action was authorized in fiscal year 1987 and in which the Commission had accepted a consent agreement for public comment, the Commission has issued a complaint and decision and order. In ,2© the Commission charged that American Hoechst Corporation’s acquisition of Celanese ' Corporation would substantially lessen competition in the production of polyester textile fiber in the United States by greatly increasing concentration and significantly enhancing the likelihood ef collusion among the remaining firms in the industry. American Hoechst agreed to divest certain polyester fiber assets and to hold the Celanese polyester textile fiber assets separate until the divestiture is made. In v ,27 Supermarket Development Corporation ("SDC") sought to acquire Safeway’s Fl Paso Division which operates supermarkets in south and west Texas and New Mexico. The order calls for SDC to hold separate Safeway’s El Paso Division until it divests certain of the Division’s assets. . The Commission issued a complaint and decision and order in two other merger cases in fiscal year 1987 in which it had previously accepted consent agreements for public comment. In 24(.. continued) business of Harnischfeger Corporation. The news release reported that,#he Commission believed that the proposed acquisition would reduce competition in the sale of mobile hydraulic cranes in the United States. . 25 Federal Trade Commission v. Pacific Resources, Inc., et al., Cv. No. C87=-1390C (W.D. Wash. filed October 15, 1987; preliminary injunction order entered November 6, 1987). 26 American Hoechst Corporation (issued July 2, 1987). 27 Supermarket Development Corporation (issued Mar. 17, 1988). 19 ,*8 the Commission charged that Alleghany’s proposed acquisition of Safeco Title Insurance Company would reduce competition in the production and sale of title information in Cook County, Illinois, and Los Angeles County, California. Alleghany agreed to divest either Safeco’s or Alleghany’s title information plants. In L’Air Liguide,*9 the Commission charged that L’Air Liquide S.A.’s proposed acquisition of Big Three Industries Inc. would reduce competition in the production and sale of liquid gas. Under the order, L’Air Liquide agreed to divest certain assets, including several air separation gases plants, to resolve the Commission’s antitrust concerns. In one merger case in which the administrative complaint was issued before October 1, 1985, the Commission’s final order became effective after the Supreme Court denied respondent’s petition for certiorari.3° In Hospital Corporation of America, the Commission charged that HCA’s acquisition. of two hospitals may substantially lessen competition in the acute care hospital services market in the Chattanooga, Tennessee, area. HCA was ordered to divest two hospitals it had acquired in Hamilton County, Tennessee, and to terminate a management contract it had with another hospital in Hamilton County. HCA was further ordered to obtain Commission approval for a period of ten years prior to consummating certain future hospital acquisitions. ~ Although a complete assessment of the impact of the premerger notification program on the business community and on antitrust enforcement is not possible in this limited report, the following observations can be made. First, as indicated in past annual reports, one of the premerger notification program’s primary objectives, eliminating the so-called “midnight merger,” has been achieved. The requirement that parties file and wait ensures that virtually all significant mergers or acquisitions occurring in the United States will be reviewed by the antitrust agencies prior to 28 Allegheny Corporation (issued September 9, 1987). 29 Lair Liquide (issued July 15, 1987). 30 Hospital Corporation of America, 106 F.T.C. 361 (1985), aff’d and enforced, Hospital Corporation of America v. Federal Trade Commission, 807 F.2d 1381 (7th Cir. 1986), cert. denied, 107 &.Ct. 1975 (1987). 20 consummation. The agencies generally have the opportunity to challenge unlawful transactions before they occur, thus avoiding the problem of constructing effective post-acquisition relief. Second, in most cases the parties provide sufficient information to allow the enforcement agencies to determine promptly whether a transaction raises any antitrust problems. In addition, over the years, parties have increasingly supplied information voluntarily to the Commission and the Antitrust Division. This cooperation has resulted in fewer second requests than would otherwise have been necessary. Finally, the existence of the premerger notification program alerts businesses to the antitrust concerns raised by proposed transactions. In addition, the greatly increased probability that antitrust violations will be detected prior to consummation may deter some competitively questionable transactions. Prior to the premerger notification program, businesses could, and frequently did, consummate transactions which raised significant antitrust concerns, before the antitrust agencies had the opportunity to adequately consider their competitive effects. The enforcement agencies were forced to pursue lengthy postacquisition litigation during the course of which the consummated transaction continued in place (and afterwards as well, where effective post-acquisition relief was not possible or available). Because the premerger notification program requires reporting before consummation, this problem has been significantly reduced. . The Assistant Attorney General of the Antitrust Division concurs with this annual report. November 10, 1988 21 Appendix A list of Appendices Summary of Transactions, Fiscal Years 1979- "1987. Number of Filings Received and Transactions Reported by Month for Fiscal Years 1979-1987. fransactions in Which Additional Information Was Requested for Calendar Years 1981-1985 and Fiscal Years 1986-1987. List of Attachments Statistical tables for fiscal year 1985, presenting data profiling Hart-Scott-Rodino premerger notification filings and enforcement interest. Notices of Final Rulemaking, 52 Fed. Reg. 7066 (1987) and Notice of Proposed Rulemaking, 52 Fed. Reg. 7095 (1987). Notice of Final Rulemaking, 52 Fed. Reg. 20058 (1987)... 22 "4senbez PUNDHE B YO GQOURNGET O42 209)8 UNBAIPYITH 920M SBUTTTZ Y-S-H YOTYA 430g Guoy{OwsUeIy Go2143 GOpNfoU] g . “P9ITts Ben UOT IOUNFUT Areuywypoad @ JOJ Jeonbor @ 10438 UNeIPYITA GEM BuyT TZ, TS4OTYIppe euo ‘osTy ‘“qoenbes PuOvVEE JO QUENCES, O4F 10738 UNGAPYZIn GIOM GBUTL TJ Y-S-H YOTYN 10J GUOTYOUSUEry UOETZTZ Bepntoul =F “qeonber ey UO UCHSD CON UOTIOS CREP OYA YOU PUS BUTTTS Y-S-H O42 JO O2EP O42 UO poseq Oru SOTISTIEIS ESeUL CC “SUTTTS U-S-H 942 JO O2ep O42 ZOU PUS poNnssy, SEN Ysonbor e4Q OIEP 047 UO PesEq O28 BOT75TIEIS ESONL 2 *Zoy WOIeTD OY JO (Q9)(9) 20 (9)(9) YL BUOTZQOES aepun uo, ydue “KO UB 10} BOTT 4]20d Buprynboe ue uoyn peayeoes #1 Bury TZ uO A[UQ “pezsodes Gy UOT ONSUNLy B UCUN Uosied peapnboe oy. wos GUO Pus UOSIEd BULA {Nb.c O43 WOTZ GUO *peATores em EBUTTTZ On3 "AT [eng 1 v6y Zot 982 cot cou co 92 6CLt cozt $16 ir ys see zor Sct w9zz sw COT tezt cos 909 zzz vol 12 12 122 122 122 122 122 12% 29 op 69 6c zz oz 9c 2 /6t /ui sat /63 su ‘6 a 92 cy ze oc vt ve ac /02 /et /ot /vt EA /ot /e 19 oe 16 te GL ok be zou tIeC )=—ssGkGZ sé OZ 161 9s0z voor cooz oat coe ovcs ceot cozt =. 966 aoct 9o6t seet , deet cost zoct teet a SUVEA ‘IVOSTS BHOTLOVSNVEL 40 AUVIEINS =, Vv xig"*4aV p Zg9t bes co Lx | 4 GaLNVUD LON /¢ daLnvao /C NOLLVNINUSL ATUVE Od LSEN03N V ONTATOANI GNOLLOVSNVUL JO YAGHON 40 ANBWLUVdSd JOLLsAr 42 ROISSINNOD NAVUL ‘WHuaAdTs GALSINogY SVA NOLLVHEOINI TWNOILIGGV TUAHA SNOILOVSNVEL /U GUAIZONN SONI GEaLUOdM SNOLLOVENVEL ‘@{UOdsS UNS UOT ZVUTwITy ATAVO pazUTD O19H IVYY SUOZVOEGUIA ONY SOpNioUL . . “LOGT UT U20Q4RTS pue “QgGl UF UF2I4NOZ [GOAT UP UHIDYDED 8 peG UT SUTU-AqUeNa “CBHI UT V4RID $2061 UT USOTZTS SHG! UE On9 (086) PUG GLH1 4YI0OG UT Bd32yR = :SudTIDeGUETy @[QRQ40das-UOU Jo Jaqunu Kuno [Os e4y GepNnfouy -qannd 4]IISTP [es9pez @ UT POTIZ SEN YPeTdwod @ 107zJ8 UNSIPYITA GUN JOYIOUS 17469NbD|s PUDDES @ JO GQOURNSS] 9YX 10798 UOPZOUSUSIY GUO UT UNGIPYZIN O1ON SPUTITS Y-8-H SOUL “UOTIDUNCUT ATEUTMTTOId @ YOOS 07 ZEIT POTPIOYING DL OY 10938 PoUOpUsgE GJeN GUOT{IO” -6ue1} 30420 G22yy = WEENDIA PUOdTS B JO GoUENSET O42 10978 PIUOPUEgE SuOTIOSSUAI, O82YR SepN[oUl *4Gonbers PUCIeS B JO SOUENEST GY 107J8 UnvspyziA O10n SBULTITZ H-S-H O43 YOUYN JOZ SUOTQOESUSTY ON GOpN[U] . “PolTTy uceq pay uoTyounfuy AAGUTOT[E1d B 203 VOT IOW @ 10778 UNTIPYIIN Gen 20430 CUO pues uoywouNfuy Areuyayferd @ yoos OF 33436 CFT POTPACYINE OLZ OYY 1037e UNEIPYITH S1On BUT IOSSUSTY 40430 ony UT SFUTITZS M-S-H OUL “Wonbos Ppucces BU JO SoUBNSS, OY 10938 UNEAPYITN S10n SBULTTS U-S-H C43 YOUN 303 SUOTZORSUEI_A OnF sepnpouy ‘4coenbel PUODOS B JO SOUSNSST O42 107JE UNGIPYITA e1en SBULTTS W-8-H OU NOTGR 303 SuoTQOesUTl’y @atz Sepnlaul] *QuyeTdwod Gay esISTUTEpPS US Jo SoUENGET O4Q Pus woTOUNFUy 41eUTBTTOId B JO BUTT TZ, 04% 30958 PouOpUsge BUN UOTZDEGUEIA GUO pus SUOTIOUNf UT Aseupatlesd ojesados Cory. NGOS OF JJORT GAT POsTIONINS Did O42 3097 UNBIPYIIN B1ON SUOTPORSUSTY JOY2O ©0242 UT BBUPLTS Y-S-H SUL “Bsenbos puocoes BS Jo ooUS -NSe] O42 20938 BOTITS;Nboe pesodoid eyy pévopuege SOTITed OY YORYN UE UOT{ZIeGUesy GUO SepN{SU] ; *qsenbes pucoes @ Jo CoUENES] OY. 509Ze VOTITSTNbOW pesodosd OYA PeuOpUTgE sOTIIEd O42 YOTYR UT SUOTIOESUsTZ OM9 sepnyouy ‘uoppounfuy Aseuyetpoead & yoes 07 ygewe 637 pospsoy Ne DLg CY 20758 UNEAPYITA Sen 2EYR CUO PUS “peT} Jos pus pomNzonsyses Ben {VY eUO “yeenbes pucces B JO GOUENSSE O42 30778 UNIpYrtR 20m SBUTTTS Y-S-H HOTU 203 Buoy zOesUery Say SOpNouy “quenbor 63} HOIPYITR UOTSTATG WHINY O42 YOTYN UT eu pus “480nb -©4 Pucces B JO SOUENSST O42 20QZe UNEIPYIIN S10OM SRUTTTZ U-S-H MOTNH 40) UOT PIUGSUSSY OUO SOPNOU! *4genb -01 puUodes | JO SOUENSST O42 10958 UNVIPYZIN S100 SPUTTTS U-B-H YOTUN J0J UOT JOVSUETZ OO sepntous “qsonbes G2} HOIPYITR BOTSTATG BenzdsPIUy O42 YOTYN UT BoTZoUSUSIA eu sSOpHfoUs , *4sonbes CI HOIPYTIN Did GYD YOTYR UT Sud sepnyouy *OSTW ‘“POTTs sen voy soOUNnfay 41euyuz[osd © JOJ Yeonbos © 30958 UNBAPYTTA O10nN 7OY. C0143 pus Boonhbes PUCOSS G JO SQUSNSS] O42 10758 UNCAPYTTA O10Nn SBULITS U-S-H YOUNM 20g suczQoesUer, EIS Sopnzou] ' ! *qsenbes 83] norpyytTA voystata qenaayauy ey2d YOTYR Uy QUO pus Adondes pucces © edUENSS] O42 10348 UNSIPYIIN S10N SPUTTTS U-S-H WOT 404 UOT ESUssy SUC SEpNyoU] ‘qeonbes pudoos © Jo SouENSST 30730 UNVIPYrTN S1EN SRUTTIZ H-8-H WOTYA 20} SUOTIOESUTIY OMQ SOpNyouy ‘ . *asnnbes sopnguuy va a te ee MEM BAHN NOW Mawes rivat eee ime ce ve 02 6t Lt gt ot zt u ot SALT CE CT ee Oe ceLD ce ole ate ooc is¢ ote 02 cet aut voy te 29g Seaadewoes 4865 trae toe ise ace oc os¢ lt 4 £02 vee 661 92 eve ose 622 a4 962 oot teu ztz ol 931 pest Veet vet est eet 18t ects 6zt oor ott eos Lot Tet 66t coat aoz poet vet zel cet tar cor TUL ove eo8 vet zgt Zot 63st Z9St 621 cet vol ort ve got cat cut gor GOT £02 22 “gay u0wse[9 4% JO (9)09) Pue (9)09) V_ SUOT{QDSG ZOpUuN Adwexe GT 78yYy UOTZOBGUEIZ |B 1OJ GOT] WOE -40d Buzyapnboe Ue Uusyn PeaApTooes By BULLI J CuO AUG “pezsodes By UOTQ_ONSUEIZ B USN ‘UOSIed PespNboe Oy Bol, GUO pus UOSIEd BupspnboIe Oyy WOIZ QUO ‘pealedes Ole GBULI TJ} On% “AT pensH t Coser cor ter oot cer oot zur ot ost zt oot ‘ost Zet . wawcee 6168 " WdLOL sequeydeg qensny 4q0¢ eunge Aun Tyady yore, 420nsqeg daqnute aequeseg ‘soqueacy 4090309 606E = GLET S204 [eoRTZ OY 20g IVORY 4q /| PeaTedeYy EHUTT TAZ JO JOQuny ‘| eTQEZ @ XIGNsdd¥ ’ 6csz tee pes tz Let get cet cot vor 96 eet bev 06g seat ret zet set oot oot nt 4 vet oot ozt oot ber set eet cool zzy act oet ezt oot ent cst oul at cot svt er goat Ovet ot bot ozt zit sot ott oct 06 os ozt sof 60 oat rd Ur aut ore ewww ne oe. eo 20 oe v0 $9 09 YT) v0 9s 09 30 ry! comm wee oaet 190 os ryt rT) gL ve 9 a4 rT iv rt) oe co aewevee ezet WAOL Jequezdeg qensny 4tee eunt. soy {tady qoreR 410n1904 daunuee soquecedg JOQueacy 2099390 40GT — CLOT SABO, [PORTA O42 403 YQUOH 4Q peqsodey suoyqoesuesy JO sequny 2 O1Q8L 4 @ XIGNaddV : *sqsenbaz puosas vary. se ‘panss} ean sysenba1 puodas jy ‘pue y e[qe, uo suoyzoesuer 60142 8B pajuNod eq ptnoa u0yy ~oesueIy owes BY ‘48U13U0D UT ‘UOTIDesUeIA |aUO BU S8TqQel BTYQ UT peqyeary ang B9F3JIO szaahHazaw -e1g 843 4q siequnu 0a1yq paubyese sy uoy\osuer 94} ‘rabiaw quanbasqnes uv 103 pue Zanssy qeabieq ey. wory saievys arzynboe 03 uos\do ue JO OSFOIEKa OY IOJ palTyy Osta sey pue sayy -Jandes buyjoa 8, jeb1rey @ Jo 40G arTNbow 03 Aasjjo tapusy ysed @ 103 patty sey Ayaed ev oraya ‘AAV WTS *°esed e@ yons uy ysanbax puoses BuO ULYZ S1OW sNss} Jou op satouebe eyy ‘10 330U Teo;{OVArd Vw se ‘esnedeq paquNOD usaq sey UOFZOVsUeIy peIepT{[osuos ebuys ve ATuo ‘ploy ~GOAYZ YGZ EYY OZ Huy yZ AeqeT pue proyseizyy ast ey 103 Buy {yy ‘°6°e ‘uoy3evAzodxz0D owes 643 JO SeTQZFANDes Huy oa arynboe 03 Avak owes eyy uy UOFIVDFJFIOU euo uvyy eiow petty Aqazud @ SIOYA fUOTITPpe UT *eTqeyzodai-uou aq 03 punoy e210K YOsYyA suoTIoUsuEIA (¢€) pue f30y¥ ey Jo (a) (o)we pue (9) (2)v~ suoyy0e8 yo suo;syAoid uo; jdwaxa ey 03 JuENsand pejyzodex suoys3 “ovsuery (z) !(uoy\eoz3ZT30U quey{dwos e petty A,1ed suo ATuo) SUOTIOUSUEIR SJatdwoouy (1) OpNTOUT esoyL “UO; IeUIOJUT TeUOTATppe Asenbexr 03 pazyzzoy ANY 3OU eIeAK goyouebe ey. YoTYyA AO} GuUOFJOUsSULTY [[@ pa yrodax suoy;AOUsUEIA Jo AequNU [2303 OY WOTZ JFwWO sernbyy esoy, *ponsst sua ysenbex O42 YOTYA UO O2Up OYA AOU ‘HUT TT} U-S-H e432 JO eAep eYyy UO paseq exe SOTAISTIVIAS CUL T t’e o°s 0°9 €°9 9°S 6°S Z°Ot /€ yueoz08g T8 €8 84 Te TS zy BL aTequnn uot zeUIOJUI TeuosIIppy az0z sqsenboy Letz 099T TOET 6TIT €06 etl Z9L /% suoy{ovusuesy Toet 506T SoeT yet Teer cay TeeT /T L86t - Se6t savax Teosta pues PEGI - T86T srzvex AepueTe) 103 pe ysenboy seq uoyewIOJUL TeUCTITPpY YOTYA UT suot OVUsULeIL ‘ ‘ 2 x}pueddy ‘oTGe2 STYI UT PeIsT, suo; Aoesuery JO Jaqunu [2303 SY JO abequeoised e se sysenbar puosas *gainby} GB6T Teo8Ts sMoys JreYyD STYR STFUA gainby} Se6t zeed zepueTes pauyequos yzodey Tenuuy YIN eUd UT 2 xTpueddy yey OBTe 9I0N *320daz 3ey3 Uy 9 xTpueddy uy zvedde 3vyy as0yy woTy 1333 TP uyazay Bbuyasvedde’ pa6t - T86T 103 guoy zoUsueIy Jo 130q -wnu oyy ‘A Tbuypsz0ooVv *guoyatsynboe Azepuosas epntToxa WOU PyP jx0dey Tenuuy yAYybFa EY. UT 3 x}Jpueddy ‘°sz10dezx [enuue azoyid uy papnypouT suof{oesue4sy PEGI-186T ABpUEeTeD AOF GOTI -977e38 AVTyuTs pue ‘1X ybnozya I setqeL, ‘W 3FqTuxa UF papn[ouy suoFAoesueIA GE6T TEST BYyy JO SOFWSFIEIS OY YIFA queystsUu0a eq 02 Jepi1O UF peINpep UsEq Bavy suoyTatsyabov Aiepuoseg *saTNr uoyWedFITIOU zebreweid eyy yo (y) (e) OF°TOBS 99 quensind patty} suoy zys -yabow A1epuoses peyiodez suoy oVsuET Jo Tequnu [¥IOJ GYR WOIZ BFWO OSTE SOTISTILIS esouL eae eee 5 see iin Gee a a ee em Tt [OCR skipped on page(s) 31-92] [Read from a scan; the first 30 pages.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3A7e213efe6776ad2c. Public record. Not legal advice.