# Appendix — United States v. American Bldg. Maint. Industries > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386414_0463%3A01 ## Record - **Collection:** Supreme Court brief - **Document type:** Appendix - **Published:** January 1, 1975 - **Citation:** 422 U.S. 271 ## Text DATE 6/11/73 7/2/73 7/25/73 7/27/73 7/30/73 8/28/73 10/15/73 10/18/73 4 PROCEEDINGS w/respect to settlement of the action, that the artios shall report on the progress of settle- ment negotiations at the Status conference at 10 am on 6/11/73, in ple of the previously sched PTC. For status hrg & on mot of ens! ord cont to 7/23/73, 10 AM. Mild not on Ct’s own mot ord P/T conf cont to 7/30/73, 10 am. Fid U.S.A. proposed agenda for the status conf on 7/30/73. Fld deft’s response to plft’s proposed agenda for the status conf on 7/30/73. Fur status hrg. Cons! for deft hv to 8/17/73 to file mot for summ judgmt & cnsl for pltf to file response by 9/4/73. Fur stay of Discov until hrg on mot for summ judgmt. Cnsl for pitf to prep ord. . Fld Deft Stip & ORD (JWC) with regard to deft’s motn for S/J of dism. Fid Deft Note of Motn retble 9/4/73, /10:00 AM & motn of deft American Building Main- tenance Ind. for S/J of dism & suggestion the crt lacks subj matter jurisdiction. Fld Deft Memo of pts/auth in support of deft’s motn for S/J of dism & suggestions that crt lacks subj matter jurisdiction. Fld Deft. Affid of Jess E. Benton, Jr. Fld Deft Affid of Jess E. Benton, ITT Fld Deft Affid of Eugene Coil. Fld Deft Affid of Claudia Morgan. LODGED deft Findings of fact & conclusions of law. LODGED deft proposed S/J of dism in favor of deft American Building Maintenance In- dustries against pltf USA. Fld USA memo in oppos to defts S/J motn. Fld USA Affid in support of governments memo in oppos to defts S/J motn. Fld Deft Applic of American Building Main- tenance Industries for an ex party ord ext ti & cont hrng, Affid of Anthonie M. Voogd & memo pursuant to local rule 3(j). DATE 10/18/73 11/19/73 11/20/73 11/27/73 12/3/73 12/7/73 12/10/73 12/12/73 12/21/73 1/3/74 1/7/74 2/7/74 5 PROCEEDINGS Fld pltf Memo on defts req for a continuance. MIN ORD: Over objects of ensl for (ext ord hrg on defts mot for summ judgmt cont to 11/26/73, 10 am. Fur deft hv to 11/19/73 to reply to Govt’s memo pts & authrs in oppos to deft’s mot. Fid deft Affid of Bud McKinney. Fld deft Affid of H. Robert Vance. Fld deft Affid of Sydney J. Rosenberg. Fld deft Affid of James J. Breen. Fld deft Affid of Ted Childress. Fld deft reply memo of deft American Build- ing Maintenance in support of its motn for S/J of dism & suggestion that ert lacks subj matter Fld pitf memo in support of applic for ord cont hrng on defts S/J motn to 12/10/73. Fld pltf ORD (JWC) cont hrng on defts S/J motn retble 12/10/73; pltf may have to 12/3/73 to file statement of genuine issues; deft may have to 12/7/73 to fil response. Fid pitf Statement of genuine issues. Fld defts reply to pltfs statemnt of genuine issues. MIN ORD: Hrg deft ;s mot for summ judgmt and Crt takes under Submn. Fld fndgs of fact & concl of law; Fld summary jdgmt of dism] in fv of deft American Build- ing Maintenance Industries & agnst pltf United States of America & ord thereon dismg the action & that pltf take nothing on his complt & that sd deft recov its costs. (Ent 12/12/73) JS-6 mld epys & r ‘fd prtys Fld deft Note of filing depos of Jess E. %enton, ITI. on 12/21/73. Fld DEPOSITION of Jess E. Benton, III tk on 9/1/72 w/Exhibits. Fld deft Notice of filing od depos of John Lewis Barta on 1/2/74 Fld DEPOSITION of John Lewis Barta tk on 9/15/73. Fid pitf’s N/A of summy jdgmnt of disml. w proof of ser. a a), Unrrep States District Courr Centra, District or CaLirorNia Untrep States or AMERICA, PLAINTIFF, Civil No. ; . 71-55 JWC t ° > Filed: 1/8/71 1 American Bumping MaIntENANCE ' InDUSTRIEs, Complaint ‘ DEFENDANT. The United States of America, plaintiff, by its attorneys, acting under the direction of the Attorney General of the United States, brings this civil action to obtain equitable relief against the above named defendant, and complains and alleges as follows: . I Jurisdiction and Venue 1. This complaint is filed and this action is instituted against the defendant under Section 15 of the Act of Con- gress of October 15, 1914, as amended (15 U.S.C. § 25), commonly known as the Clayton Act, in order to prevent and restrain the continuing violation by the defendant, as hereinafter alleged, of Section 7 of the Clayton Act (15 U.S.C. § 18). 2. American Building Maintenance Industries transacts business and is found within the Central District of Cali- fornia. at. 40. oe tee Oe CUP CUCU. 4 te COO II 3. As used herein: (a) ‘‘Southern California’’ refers to the area encom- | passed by Los Angeles, Orange, San Bernardino, 3 Riverside, Santa Barbara and Ventura Counties in the State of California; and (b) ‘‘Los Angeles area”’ refers to that part of South- ern California bounded generally on the north by Oxnard, on the south by San Clemente, on the east by Fullerton, Pomona, Covina and Azusa, and on the west by the Pacific Ocean. a a a a ee a a a a a ae ht Pu ttm en 6 7 Iil 4. American Building Maintenance Industries (herein referred to as ‘‘ABMI’’) is hereby made the defendant herein. ABMI is a corporation organized and existing under the laws of the State of California and has its principal place of business at San Francisco, California. Each reference hereir to ABMI shall include its subsidiary and affiliated corporations. LIV Nature of Trade and Commerce 5. ABMI is one of the largest sellers of janitorial services in the United States with total revenues in 1969 of $64,720,490, of which janitorial services accounted for $52,431,934. American Building Maintenance Companies (ABMI’s janitorial services division) has 56 branches serving more than 500 communities throughout the United States and Canada. In Southern California, ABMI’s jani- torial services facilities are located in Los Angeles, Long Beach and Santa Ana. ABMI is the largest seller of jani- torial services in Southern California with sales in 1969 of $10,922,395, or approximately 10 percent of the sales of janitorial services in the Southern California market. 6. At tke time of the acquisition and merger hereinafter described, J. E. Benton Management Corporation and Benton Maintenance Company (herein referred to collec- tively as “Benton’’) were each corporations organized and existing under the laws of the State of California. At said time, Benton was engaged in the janitorial services, real estate and building management businesses and operated in Southern California in the Los Angeles area. In 1969, Benton’s sales of janitorial services totalled $7,243,000, making itthe fourth largest seller of such services in South- ern California with almost 7 percent of the sales in said market. 7. Janiforial services contracting companies, including ABMI, ofer to sell and sell their services primarily to land- lords, maaaging agents and tenants of commercial, indus- trial and institutional buildings. These services may in- elude, but are not limited to: general cleaning; sweeping and dustiag; stripping, waxing and polishing floors; carpet vacuuming and shampooing; trash removal ; venetian blind 8 cleaning and repairing; washing of floors and walls; fur- niture cleaning, polishing and refinishing; elevator oper- ating ; and porter work. 8. In connection with its janitorial services contracting business, ABMI maintains offices and serves customers in various states of the United States. Both ABMI and Benton have purchased and received substantial quantities of janitorial supplies that have been shipped and trans- ported across state lines and in interstate commerce. Jani. torial services customers of ABMI and Benton have regularly engaged in commerce among the several states of the United States. V Offense Alleged 9. On or about June 30, 1970, ABMI acquired J. E. Benton Management Corp. and Benton Maintenance Com. pany was merged into American Building Maintenance Company of California, a wholly-owned ABMI subsidiary. 10. The effect of the aforesaid acquisition and merger may be to substantially lessen competition or tend to create a monopoly in the sale of janitorial services in Southern California and in the Los Angeles area, in violation of amended Section 7 of the Clayton Act, in the following ways, among others: a. Actual and potential competition between ABMI and Benton has been eliminated ; b. Benton has been eliminated as a substantial factor in competition ; c. ABMI has increased in relative size to such a point that its advantage over its competitors threatens to be decisive ; and . d. Concentration in the sale of janitorial services has been increased to the detriment of actual and potential competition. Prayer Waenerorg, the plaintiff prays: 1. That the acquisition and merger described in para- graph 9 of this complaint be adjudged a violation of amended Section 7 of the Clayton Act; 2. That ABMI be required to divest itself of the jani- 9 torial services contracting business of J. E. Benton Manage- ment Corp. and of Benton Maintenance Company which was merged into its wholly-owned subsidiary, American Build- ing Maintenance Company of California ; 3. That the plaintiff have such other and further relief as the nature of the case may require and which the Court may deem just and proper; and 4, That the plaintiff recover the costs of this suit. Dated: January 7, 1971. Joun N. MitrcHELL Attorney General Ricnarp W. McLaren Assistant Attorney General Bappia J. RasHip /s/ James J. Coyle James J. CoyLe Attorneys, Department of Justice /s/ Michael J. Dennis MicHare.t J. Dennis Attorney, Department of Justice REPEAT RAV HEBERT PERS Unrrep Stares District Courr™ Cenrrat, District or CaLrroRNIA (Caption Omitted in Printing) ANSWER TO COMPLAINT Filed: April 7, 1971 Defendant, American Building Maintenance Industries, answers the complaint as follows: First Defense 1. The complaint fails to state a claim upon which relief can be granted. Second Defense 2. Defendant admits: That plaintiff purports to bring its action within the statutes referred to in the complaint; That defendant is a corporation organized and existing under the laws of the State of California and has its prin- cipal place of business at San Francisco, California; and transacts business and is found within the Central Dis- trict of California; That defendant is one of many sellers of janitorial services in the United States; That for the fiscal year ending October 31, 1969 defend- ant’s total revenues were $64,072,480, of which main- tenance services accounted for $52,431,984 ; That in its janitorial service division defendant has 56 branches serving more than 500 communities throughout the United States and Canada; That on or about June 30, 1970, ABMI acquired the stock of J. E. Benton Management Corporation, and Benton Maintenance Company was merged into American Building Maintenance Company of California, a wholly owned subsidiary of defendant; That each of said latter corporations were organized and existing under the laws of the State of California and operated in Southern California ; That at the time of said acquisition J. E. Benton 10 11 Management Corporation was engaged in the building management and real estate business in the Los Angeles area and incident thereto provided certain janitorial services ; That at the time of said merger Benton Maintenance Company was engaged in the janitorial services business in the Los Angeles area. That the revenues for the fiscal year ending February 28, 1970 of J. E. Benton Management Corporation from the rendering of janitorial, management, real estate and other services totaled $3,025,542 ; That the revenues in 1969 of Benton Maintenance Cor- poration from the rendering of janitorial and other services totaled $5,007,378 ; That ABMI offers to sell and sells janitorial services to landlords, managing agents and tenants of. commercial, industrial and institutional buildings and to others ; That janitorial services may include general cleaning; sweeping and dusting; stripping, waxing, and polishing floors ; carpet vacuuming and shampooing; trash removal : venetian blind cleaning and repairing; washing of floors and walls; furniture cleaning and polishing; elevator operating ; and porter work; and That defendant, Benton Maintenance Company, and J. E. Benton Management Corporation each have pur- chased and received janitorial supplies that have been shipped and transported across state lines. 3. Defendant is without knowledge or information suffi- cient to form a belief as to the truth of: Allegations purporting to describe the activities, revenues or business of others. 4. Defendant denies each and every other allegation con- tained in the complaint. Fourth Defense 5. To the extent material to plaintiff’s complaint, defend- ant is not and has not been the producer, manufacturer, distributor or seller of any commodity. Plaintiff merely furnishes the labor of unskilled workers for the rendering of janitorial work. Such unskilled workers are freely avail- able in large numbers to anyone desiring to furnish or desiring to have janitorial work done. Neither defendant nor anyone else is now able or has at any time been able to 12 restrict or restrain in any manner the availability of any workers for janitor work. Such workers have at all times been available without restriction or restraint. Such work. ers are available to all within the Los Angeles area, the Southern California area, or to anyone without those areas who may desire to or care to enter into the janitorial services businesses either from without or within the State of California. It is not now possible nor has it been possible for defendant alone or defendant with Benton Maintenance Company or J. E. Benton Management Corporation to restrain, restrict or hamper the use of janitor workers or the entry into janitorial work. Wuenerorg, defendant prays: 1, That plaintiff take nothing by virtue of its complaint; and 2. For such further and other relief as may be proper in the promises. DATED: April ...., 1971. Lawuer, Feux & Hat Maxcus Harrson AntHonre M. Vooap ~* eee eee eee eee essere seesreeeeeees Attorneys for Defendant American Building Maintenance Industries (Certificate of Service Omitted in Printing) Unrrep Srates District Court CentraL District or CaLIFORNIA (Caption Omitted in Printing) ANSWERS AND OBJECTIONS TO FIRST SET OF INTERROGATORIES PROPOUNDED TO PLAINTIFF BY DEFENDANT AMERICAN BULDING -MAINTENANCE INDUSTRIES Interrogatory No. 1 Describe the boundaries of the ‘‘Los Angeles area’’ as defined in paragraph 3(b) of the complaint with sufficient particularity to enable ABMI to delineate those boundaries on a map of Southern California. . Answer to Interrogatory No.1 As stated in paragraph 6 of the complaint, the ‘‘Los Angeles area’’ is the area of operation of J. E. Benton Management Corp. and Benton Maintenance Company (hereinafter referred to collectively as ‘‘Benton’’). On Angust 4, 1970, Mr. Allen M. Singer, Vice-President and Secretary, American Building Maintenance Industries, stated that Benton operated in Southern California as far north as Oxnard, south as far as San Clemente, east to Azusa, Covina, Fullerton and, at one time, as far as Pomona; said discussion was confirmed in Mr. Dennis’ letter to Mr. Singer dated August 12, 1970; and in Mr. Singer’s letter to Mr. Dennis dated September 9, 1970, he stated that ‘‘[a]t the time of the acquisition, Benton was doing work as far east as Azusa, as far south as San Clemente, and as far north as Ventura.”’ _ Interrogatory No. 2 _ State separately with respect to each of the subsidiary and affiliated corporations of ABMI referred to in para- graph 4 of the complaint: a. Its name and address; b. Whether it is a ‘‘seller of janitorial services’’ as that term is used in paragraph 5 of the complaint; c. Whether it is a ‘‘janitorial service contracting com- 13 14 pany’’ as that term is used in paragraph 7 of the com- plaint ; d. Whether its revenues in 1969 were included in the figure of $64,720,480 referred to in paragraph 5 of the complaint, and, if so, the amount of its revenues so included ; : e. Whether its revenues in 1969 were included in the figure $52,431,984 referred to in paragraph 5 of the com- plaint, and, if so, the amount of its revenues so included; and ' f. Identify all documents which were the source of, | or from which you derived, the information provided in. your answers to the foregoing subparagraphs a. through e. Answer To Interrogatory No. 2 The information requested in the foregoing Interrogatory No, 2 (a. through f.) may be found in Exhibit ‘‘A’’ sub- mitted by Mr. Allen M. Singer in response to the following question contained in a letter from Michael J. Dennis to American Building Maintenance Industries (referred to as ABMTI), dated July 13, 1970: ‘*(1) Please state the correct corporate name, mailing address, state and date of incorporation, description of the business and the geographic area of operation of ABMI and each of its subsidiaries or affiliates.’’ Plaintiff relied on statements made by Mr. Singer and has no other information regarding the identity or revenues of any of the affiliated or subsidiary corporations of defendant ABMI. Interrogatory No. 3 State separately with respect to each seller of janitorial services with which ABMI is compared in the first sentence of Paragraph 5 of the Complaint: | a. Its name and address; b. Its principal place of business; c. The location of each of its facilities used in the sale of janitorial services ; d. Each of the janitorial services provided by it; e. The section or sections of the country where it sold janitorial services in 1969; 15 f.. Its revenues in 1969; g. Its revenues in 1969 from the sale of janitorial services; | h. Its revenues in 1969 from the sale of janitorial | services in the Los Angeles area; i. Its revenues in 1969 from the sale of janitorial services to landlords, managing agents and tenants of commercial, industrial and institutional buildings located in the Los Angeles area; j. Its revenues in 1969 from the sale of janitorial services in southern California; k. Its revenues in 1969 from the’ sale of janitorial services to landlords, managing agents and tenants of commercial, industrial and institutional buildings located in Southern California; 1, Whether it.is a ‘‘seller of janitorial services’’ as that term. is used in paragraph 5 of the complaint; n:, Me Whether it is‘a ‘‘janitorial service contracting com- pany’’ as, that term is used in paragraph 7 of the com- plaint ; | n. Whether in 1969 it was an actual competitor of ABMTI in the sale of nanan services in Southern Cali- fornia ; o. Whether in 1969 it was an actual competitor of , ABMI in the gale of’ janitorial services in the Los Angeles area; p. Whether in 1969 it was a potential competitor of - ABMT in the Southern California area; q. Whether in 1969.it was a potential competitor of ABMTI in the Los Angeles area; r. Identify all documents which were the source of, or from which you derived, the information given in your answers to the foregoing subparagraphs a. through q. of this interrogatory. ' Answer To Interrogatory No. 3 (1) a. Allied Maintenance Corp. (Co. has 59 wholly- owned and four 50 per cent-owned subsidiaries in the United States and Canada.) . b. 2 Pennsylvania Plaza, New York, New York 10001. c. Unknown. d. Maintenance and cleaning of department stores, | airline, bus and railroad terminals, sports sta- 16 diums and other structures. Janitorial services , for business enterprises and Government agencies, e. Unknown. ‘f. 1969 operating revenues, $50,766,800. g- through k. Unknown. l. andm. Yes. 4 ‘nm. ando. Yes. p. andq. Yes. (2) r. The source of the information given in the answer to the foregoing subparagraphs a. through q. may be found in Documents (1), (2) and (3), as described in Exhibit ‘‘B’’ attached hereto. a. ‘Kinney National Service, Inc. (many subsidiaries, including eight specifically listed under ‘“‘ Building | Services’? in Document 1 described in Exhibit ‘*B’’ attached hereto. — ‘b. 10 Rockefeller Plaza, New York, New York 10020, ¢. Building Service Group is engaged in cleaning and maintenance services in New York City area upstate New York, California, Connecticut, Georgia, Illinois, Massachuse ts, Missouri, New Jersey, Ohio, Pennsylvania, Virginia, and the District of Columbia. | d. Cleaning and maintenance of buildings. e. Los Angeles, area, California, Connecticut, Georgia, Illinois, Massachusetts, Missouri, New Jersey, Ohio, Pennsylvania, Virginia, the District of Columbia, New York City area, and upstate New York. f. Kinney National Service, Inc.-Building Services Group operating revenues fiscal year ended 9-30-69, $124,884,000. g, Unknown. . h. National Cleaning Company, Division of Kinney _ National Service of California, Inc., 1969 revenues for janitorial service in Los Angeles area was $8,000,000 to $9,000,000 (est. $8,500,000). i. through k. Unknown. l. throughg. Yes. r. The source of the information given in the answer to the foregoing subparagraph may be found in Documents (1), (2), (3) and (4), as described in Exhibit ‘‘B”’ attached hereto. 17 (3) a. Prudential Building Maintenance Corp. (29 wholly-owned subsidiaries). _b.. 1430 Broadway, New York, New York 10018. -¢. New York City, Chicago, Los Angeles. d:-Gleaning and maintenance and other services for office buildings, hotels, factories, stores and other commercial and institutional space. New York City area, Chicago area, Los Angeles area. Service Revenues, 1969, $44,895,780. through k. Unknown. through q. Yes. The source of the information given in the answer to the foregoing subparagraphs may be found in Documents (1), (2), (3) and (4), as described in Exhibit ‘‘B’’ attached hereto. mmo Interrogatory No. 4 State with respect to the term ‘‘ janitorial services’’ used in paragraphs 5, 6, 7, 8, and 10 of the complaint: a. Whether parking service is a janitorial service ; b. Whether building security service is a janitorial service ; c. Whether grounds maintenance service such as gardening is a janitorial service ; : d. Whether elevator repair service is a janitorial serv- 1ce; , e. Whether lighting fixture cleaning service is a jani- torial service ; f. Whether pest control service is a janitorial service ; g. Whether the provision of dust control mats and equipment is a janitorial service; h. Whether the provision of linens is a janitorial serv- ice ; i. Whether air conditioning maintenance service is a janitorial service ; j. Whether window cleaning service is a janitorial service ; k. Whether drapery cleaning service is a janitorial service ; 1, Whether lighting bulb or tube replacement service is a janitorial service; m. Whether industrial landscaping service is a jani- 18 torial service ; n. ether doorman service is a janitorial service; o. Whether building directory service is a janitorial service ; p. Whether metal polishing service is a janitorial serv- ice; q. Whether residential cleaning service is a janitorial service ; r. Whether building management service is a janitorial service ; s. Whether garage service is a janitorial service; t. Whether the term janitorial services includes any service other than those named in the foregoing sub- paragraphs a. through s. and those named in paragraph 7 of the complaint, and if so, the name and nature of each such other service. - Answer To Interrogatory No. 4 Yes. through 1. Unknown. . through p. Unknown. No. . No. Plaintiff is unable to answer without a definition of ‘“ garage service.’’ Plaintiff knows only that restroom cleaning is an- other janitorial service included in the term ‘‘jani- torial services.’’ Plaintiff does not have sufficient knowledge to say whether or not the term ‘‘jani- torial services’’ includes any other services. PROF Rome Be p Z ° ¢* Interrogatory No.5 State with respect to the janitorial services referred to in paragraph 7 of the complaint: a. Whether there are services which are interchange- able with the services referred to in paragraph 7; 19 b. Describe the services which are so interchangeable; c. If you have excluded any services as interchangeable ‘which were excluded on the basis of price, quality or use, describe the reasons for such exclusion in terms of price, quality and use; d. Identify all documents which were the source of, or from which you derived, the information given in your answers to the foregoing subparagraphs a. through c. of this interrogatory. Answer To Interrogatory No.5 a. Plaintiff has no knowledge of the existence of any services which are interchangeable with janitorial serv- ices. Interrogatory No. 6 Identify all documents upon which you base the allegation . in paragraph 5 of the complaint that the total revenues of ABMT in 1969 were $64,720,480. Answer To Interrogatory No. 6 The source of the information requested by the foregoing Interrogatory No. 6 is: American Building Maintenance Industries’ Annual Re- port of 1969 (5 year Financial Review data shown o inside front cover). ‘ Interrogatory No.7 Identify all documents upon which you base the allegation in paragraph 5 of the complaint that the revenues of ABMI in 1969 for janitorial services were $52,431,984. Answer To Interrogatory No.7 The source of the information requested by the foregoing Interrogatory No.7 is: ABMI’s Annual Report of 1969 (Consolidated Statement of Income, year ended October 31, 1969 and 1968, Page 12). 20 Interrogatory No. 8 , Identify all documents upon which you base the allegation in paragraph 8 of the complaint that ABMI has janitorial services facilities in Long Beach and Santa Ana. Answer To Interrogatory No.8 Exhibit ‘‘A’’, a copy of which is attached hereto, provides the information requested in Interrogatory No. 8. Interrogatory No.9 State separately as to each seller of janitorial services in Southern California with which ABMI is compared in the last sentence of paragraph 5 of the complaint (other than sellers of janitorial services named in your answer to the foregcing Interrogatory No. 3) each of the matters referred to in subparagraphs a. through r. of the foregoing Inter- rogatory No. 3. ; Answer To Interrogatory No.9 ~~ _ ~" ~ . Pierose Building Maintenance Co. 1401 W. 8th Street, Los Angeles, California. 1401 W. 8th Street, Los Angeles, California. Unknown. Los Angeles area, Southern California. - Unknown. through k. $8,900,000. through q. Yes. The source of the information given in the answer to the foregoing subparagraphs a. through q. may be found in Documents (1), (5) and (6), as described in Exhibit ‘‘B’’ attached hereto. White Glove Building Maintenance, Inc. 5285 W. Washington Boulevard, Los Angeles, California 90016. 5285 W. Washington Boulevard, Los Angeles, California 90016. . Unknown. . Los Angeles area, Southern California. Unknown. . . $5,564,925. $5,564,925. nm ho So (2) oP c. d e. f. & h. 21 through k. Unknown. through q. Yes. . The source of the information given in the fore- going subparagraphs a. through q. may be found in Document (7), as described in Exhibit ‘‘B’’ attached hereto. Interrogatory No. 10 Identify all documents upon which you base the allegation in paragraph 5 of the complaint that the sales of janitorial services in the Southern California market by ABMI in 1969 were $10,922,395. Answer To Interrogatory No. 10 The source of the information requested in Interrogatory No. 10 are letters dated September 9, 1970 and October 21, 1970, from Allen M. Singer, Vice-President and Secretary, American Building Maintenance Industries, to Michael J. Dennis, copies of which are attached and marked Exhibits ““C”’ and ‘‘D’’, respectively. Interrogatory No. 11 ‘State with respect to the sale of janitorial services in the Southern California market referred to in paragraph 5 of the complaint: a. The total amount of such sales in 1969; b. Identify all documents which were the source of, or from which you derived, the information given in your answer to the foregoing subparagraph a; and c. State the name and address of each person who was the source of the information given in your answer to the foregoing subparagraph a. Answer ToInterrogatory No. 11 a. The total amount of sales of janitorial services in the Southern California area for the year 1969 was approximately $100,000,000. b. The source of the information given in the fore- going sudparagraph a. is: The United States Bureau of the Census, Census of Business, 1967, Selected Services: California, BC67-SA6. A copy of this volume is in the office of the Antitrust Division, 1315 United States Court 22 House, 312 North Spring Street, Los Angeles, California 90012. Copies may also be obtained from the U. §. Government Printing Office, Washington, D. C. ce. Additional information was supplied by the follow- ing persons: (1) Mr. A. H. Wittenberg, Jr., 3500 West First Street Los Angeles, California (2) Hr. Harold Connor 3500 West First Street Los Angeles, California (3) Mr. Allen M. Singer 333 Fell Street San Francisco, California Interrogatory No. 12 State with respect to J. E. Benton Management Cor- poration prior to the alleged merger and acquisition: a. Whether it was a “‘seller of janitorial se:-vices’’ as that term is used in paragraph 5 of the complaint; b. Whether it was a ‘‘janitorial service contracting company’’ as that term is used in paragraph 7 of the complaint ; t c. The nature of the real estate business conducted ! by it; f d. The nature of the building management business conducted by it; e. Whether or not you made any determination that it Wasa particularly disturbing, disruptive or otherwise unusually competitive factor in the market for janitorial services ; } f. If your answer to the foregoing subparagraph e. is in the affirmative, state what the determination was and the facts used in arriving at that determination ; : g. Whether or not you made any determination that it had an unusual competitive potential in the market for janitorial services ; h. If your answer to the foregoing subparagraph g. is ] in the affirmative, state what the determination was and the facts used in arriving at that determination ; i, Whether you determined that absent the merger re- 8 ferred to in paragraph 9 of the complaint, it was likely to t 23 have had a substantial competitive influence in the market for janitorial services ; j. If your answer to the foregoing subparagraph i. is in the affirmative, state the determination so made and the factors included in arriving at that determination; k. Identify all documents which were the source of, or from which you derived, the information given in your answers to the foregoing subparagraphs a. through j. of this interrogatory. Answer To InterrogatoryNo.12 . a.ana b. Yes, e.and d. Plaintiff has no knowledge as to the nature of the real estate business or the building management busi- ness of J. E. Benton Management Corp. prior to the merger. e., g. and i. Plaintiff made no such determinations prior to the merger. Moreover, it is irrelevant whether or not plaintiff made such determinations. f., h. and j. Not applicable. Interrogatory No. 13 State with respect to Benton Maintenance Company prior to the alleged merger and acquisition each of the matters referred to in subparagraphs a., b. and e. through k. of the foregoing Interrogatory No. 12. Answer To Interrogatory No. 13 only that at the time of |the acquisition Benton Maintenance Company was engaged in the janitor service business in the Los Angeles area. In response to subparagraph e., plaintiff made no such determinations prior to the alleged merger and acquisition. The source of the information given in response to sub- paragraphs a. and b. is Exhibit ‘‘E’’, a copy of which is attached. In response to ne offi acu a. and b., plaintiff knows Interrogatory No. 14 State separately with respect to each seller of janitorial services with -which the sales of Benton were compared in the last sentence of paragraph 6 of the complaint (other 24 than sellers of janitorial services named in your answers to the foregoing Interrogatories Nos. 3 and 9) each of the matters referred to in subparagraphs a. through r. of the foregoing Interrogatory No. 3. Answer ToInterrogatory No. 14 All sellers of janitorial services compared with Benton are as stated in the answers to the foregoing Interrogatories Nos. 3 and 9. Interrogatory No. 15 © Is there any difference between a ‘‘janitorial services contracting company”’ as that term is used in paragraph 7 of the complaint and a ‘‘seller of janitorial services’’ as used in paragraph 5 of the complaint? Answer Tolnterrogatory No. 15 No. The term ‘‘seller of janitorial services”? as used in __- paragraph 5 of the complaint refers to the sale of janitorial “services on a contract basis by ABMI, one of the largest \_ janitorial services contracting companies. Interrogatory No. 16 If the answer to the foregoing Interrogatory No. 15 is in the affirmative state: a. Whether the difference is based on the type of the business entity providing janitorial services (whether it be a corporation, a sole proprietorship, a partnership or other form of business entity), and, if so, state the types of the entities which are sellers of janitorial services and the types of entities which are janitorial services contract- ing companies; b. Whether the difference is based on size, and, if se, state the annual revenues and assets of sellers of jani- torial services and the annual revenues and assets of janitorial services contracting companies; c. Whether the difference is based on the nature of the agreement whereby janitorial services are provided _ (whether it be the monthly amount to be paid pursuant to the agreement, the term of the agreement or any other provision of the agreement), and, if so, state the pro- 25 visions of the agreements used by sellers of janitorial service and the provisions of the a,reements used by janitorial services contracting companies; d. Whether the difference is based upon annual reve- nues from janitorial services, and if so, state the annual revenues from janitorial services of sellers of janitorial services and the annual revenues from janitorial services of janitorial service contracting companies; e. Whether the difference is based on the kind of jani- torial services provided, and, if so, state the kinds of janitorial services providéd by sellers of janitorial serv- ices and the kinds of janitorial services provided by janitorial services contracting companies; f. Whether the difference is based on the fact that janitorial service contracting companies provide a certain mix or range of janitorial services, and, if so, state each of the janitorial services included in that mix or range; g. Whether the difference is based on nature of cus- tomers, and, if so, state the nature of customers of sellers of janitorial services and the nature of customers of janitorial services contracting companies ; h. Whether the difference is based on any other criteria, and, if so, state the nature of each such criterion and how and in what manner sellers of janitorial services and janitorial services contracting companies ; such criterion ; and i. Whether janitorial services contracting companies include companies which provide janitorial services only as an incident to or together with the sale of other services. . Answer To Interrogatory No. 16 Not applicable. Interrogatory No. 17 State separately with respect to each janitorial services contracting company as that term is used in paragraph 7 of the complaint doing business in Southern California (other than seller of janitorial services named in your answers to the Interrogatories Nos. 3, 9 and 14) each of the matters re- ferred to in subparagraphs a. through r. of the foregoing Interrogatory No. 3. 26 Answer To Interrogatory No. 17 Not applicable. . Interrogatory No. 18 State and define with respect to the allegations of para- graph 10 of the complaint: ; a. Each ‘‘line of commerce’’ in which you assert that the acquisition and merger may have the effect of sub- stantially lessening competition ; b. Each ‘‘line of commerce”’ in which you assert that the acquisition and merger may have the effect of tending to create a monopoly ; c. As to each ‘‘line of commerce’’ referred to in your answer to the foregoing subparagraph a. of this inter- rogatory, the ‘‘section of the country”’ in which you assert the aforesaid acquisition and merger may have the effect of substantially lessening competition; d. As to each ‘‘line of commerce’’ referred to in your answer to the foregoing subparagraph b. of this inter- rogatory, the section of the country in which you assert the aforesaid acquisition and merger may have the effect of tending to create a monopoly. Answer To Interrogatory No. 18 Subparagraphs a. and b. The line of commerce in which said effects may occur or have occurred is the sale of ‘‘Jani- torial Services.’’ As stated in paragraph 7 of the complaint, janitorial services may include, but is not limited to, general cleaning; sweeping and dusting; stripping, waxing, and polishing floors; carpet vacuuming and shampooing; trash removal; venetian blind cleaning; washing of floors and walls ; furniture cleaning and polishing; elevator operating; and porter work. Paragraph 7 of the complaint further states that such janitorial services are customarily sold by janitorial serv- — ices contracting companies to landlords, Managing agents and tenants of commercial, industrial and institutional buildings. ce. and d. The sections of the country where the aforesaid acquisition and merger may have said effects are Southern California and the Los Angeles area. ‘‘Southern Cali- So ss: a | - oe — 27 fornia’”’ is defined as the nine counties of Los Angeles, Orange, San Bernardino, Riverside, Santa Barbara, and Ventura. ‘‘Los Angeles area’’ is defined as that part of Southern California bounded generally on the north by Oxnard, on the east by Fullerton, Pomona, Covina and Azusa, and on the west by the Pacific Ocean. Interrogatory No. 19 State with respect to paragraph 10 of the complaint how and in what manner the effect of the acquisition and merger may be to substantially lessen competition in the sale of janitorial services in Southern California. Answer To Interrogatory No. 19 The effect of the acquisition and merger may be to sub- stantially lessen competition, or tend to create a monopoly, in the sale of janitorial services in Southern California and in the Los Angeles area, in violation of amended Section 7 of the Clayton Act, in the following ways, among others:: (a) Actual and potential competition between ABMI and Benton has been eliminated ; (b) Benton has been eliminated as a substantial factor in competition ; (c) ABMI has increased in relative size to such a point that its advantage over its competitors threatens to be decisive ; and (d) Concentration in the sale of janitorial services has been increased to the detriment of actual and potential competition. Plaintiff does not have sufficient knowledge at this time to state additional ways in which the acquisi- tion and merger may have said effects. ~ Interrogatory No. 20 State with respect to paragraph 10 of the complaint how and in what manner the effect of the acquisition and merger may be to substantially lessen competition in the sale of janitorial services in the Los Angeles area. Answer To Interrogatory No. 20 Same as response to the foregoing Interrogatory No. 19. 28 Interrogatory No. 21 State with respect to paragraph 10 of the complaint how and in what manner the effect of the acquisition and merger may be to tend to create a monopoly in the sale of janitorial services in Southern California. Answer To Indarcepilony No. 21 Same as response to the foregoing Interrogatory No. 19. Interrogatory No. 22 State with respect to paragraph 10 of the complaint how and in what manner the effect of the acquisition and merger may be to tend to create a monopoly in the sale of janitorial services in the Los Angeles area. Answer To Interrogatory No. 22 Same as response to the foregoing Interrogatory No. 19. Interrogatory No. 23 Describe with particularity and in detail the ‘‘actual . competition between ABMI and Benton’’ referred to in paragraph 10a of the complaint which has been eliminated by the merger and acquisition. Answer To Interrogatory No. 23 Actual competition between ABMI and Benton for jani- torial services business in Southern California and in the Los Angeles area has been eliminated by reason of the elimination of a substantial competitor in the above-men- tioned market. ; Interrogatory N 9. 24 Describe with particularity and in detail the ‘‘ potential competition between ABMI and Benton’’ referred to in paragraph 10a of the complaint which has been eliminated by the merger and acquisition. Answer To Interrogatory No. 24 Potential competition between ABMI and Benton for janitorial services business in Southern California and i in the Los Angeles area has been eliminated. i 29 _ Interrogatory No. 25 ‘Describe with particularity and in detail the nature of the competition from which Benton was eliminated as a sub- stantial factor as alleged in paragraph 10b of the complaint. _ Answer To Siteetopatorg No. 25 Benton was eliminated as a substantial factor i in cule: tion for janitorial services business in the Southern Cali- fornia and in the Los Angeles area. Interrogatory No. 26 Describe with particularity and in detail the nature of ABMI’s ‘‘advantage over its competitors’’ referred to in paragraph 10c of the complaint. Answer To Interrogatory No. 26 ABMI has an advantage over its competitors for jani- torial business in Southern California’ and in the Los Angeles area because it has increased in relative size as a result of the sequin and merger. bitenalares No. 27 State with respect to the allegation in paragraph 10c of the complaint that ABMI’s “advantage over its competitors ' threatens to be decisive’’ what is meant by a decisive ad- vantage. Answer To Interrogatory No. 27 A ‘‘decisive advantage”’ is an advantage that may substan- tially lessen competition or tend to create a monopoly. . Interrogatory No: 28 ‘State separately as to each of the competitors of ABMI in Southern California referred to in paragraph 10c of the complaint (other than sellers of janitorial services named in your answers to the foregoing Interrogatories Nos. 3, 9, 14, and 17) each of the matters referred to in subparagraphs a, through r. of the foregoing Interrogatory No. 3. Answer To Interrogatory No. 28 In drafting the allegations in paragraph 10¢ of the com- plaint, plaintiff had no specific knowledge of and, there- fore, made no reference to, any sellers of janitorial services which it can name other than those named in answer to Interrogatories Nos. 3, 9, 14, and: 17. Plaintiff does not doubt, however, that there are competitors over whom ' ABMI’s' advantage threatens to be decisive, concerning which plaintiff has no knowledge at this time. Interrogatory No. 29 State separately as to each of the competitors of ABMI in the Los Angeles area referred to in paragraph 10c of the © complaint (other than sellers of janitorial services named - in your answers to the foregoing Interrogatories Nos. 3, 9, 14, 17, and 28) ‘each of the matters referred to in subpara- ' graphs a. through r. of the foregoing Interrogatory No. 3. Answer To Interrogatory No. 29. } Same as response to the foregoing Interrogatory No. 28. Interrogatory No. 30 ' State the name and address of each seller of janitorial services or janitorial services contracting company which commenced doing business in Southern California between January 1, 1965 and December 31, 1970. ° Answer To Interrogatory No. 30 The Antitrust Division of the United States Department of Justice has no ‘knowledge of which sellers of janitorial services or janitorial services contracting companies, if any, commenced or ceased doing business in Southern Cali- fornia between January 1, 1965 and December 21, 1970, nor does it know whether or not any other division, department, branch or agency. of the United States of America has such knowledge. , Interrogatory No. 31 State separately as to each seller of janitorial services or janitorial services contracting company which céased doing 31 business in Southern California between January 1, 1965 and December 31, 1970, each of the matters referred to in subparagraphs a. through d. and r. of the foregoing Inter- rogatory No. 3. Answer To Interrogatory No. 31 Not applicable. Interrogatory No. 32 State separately with respect to each seller of janitorial services or janitorial services contracting company (other than Benton Maintenance Company or J. E. Benton Man- agement Corporation) which sold janitorial services in __.Southern California and which was acquired by or merged into a seller of janitorial services or janitorial services contracting company during the period January 1, 1965 to December 31, 1970: a. Its name; b. The name of the janitorial services contracting com- pany or seller of janitorial services which acquired it or with which it merged ; c. The date of the acquisition or merger; d. Identify all documents which were the source of, or from which you derived, the information given in your answer to the foregoing subparagraphs a. through c. of this interrogatory. Answer To Interrogatory No. 32 (1) a. California Building Maintenance Co. b. Benton Maintenance Co. c. December 31, 1968. d. Document 1, Exhibit ‘‘B’’ attached hereto. a. National Cleaning Contractors, Inc. b. Kinney Service Corp. c. August 1966. d. Page 2511 of document (1), Exhibit ‘‘B’’ attached hereto. (3) a. State Maintenance Company. Kinney Service Corp. October 1965. Page 1757 of document (2), Exhibit ‘‘B’’ at- tached hereto. aes 32 Western Building Maintenance Company. Kinney National Service, Inc. December 1966. Page 1757 of document (2), Exhibit ‘‘B’’ at. tached hereto. Coast Maintenance Co. Kinney National Service, Ine. April 1967. Page 1757 of document (2), Exhibit ‘‘B’’ at- tached hereto. Santa Ana Building Maintenance. American Building Maintenance. February 1965. See Exhibit ‘‘F’’’ attached hereto. Long Beach Building Maintenance Company. American Building Maintenance. February 1965. See Exhibit ‘‘F'’’ attached hereto. Monarch Building Maintenance Co., Inc. Prudential Building Maintenance Corp. May 1968. Moody’ s Industrial Manual, 1969, Moody’s In- vestor’s Service, Inc., 99 Church Street, New York 10007. This is a standard reference book, available in the Los Angeles Public Library. (4) Be op (5) Ro op (6) (7) (8) BSP aerPas op Interrogatory No. 33 State separately with respect to each market affected by the merger referred to in paragraph 9 of the complaint: a. Its nature; b. Its geographic boundaries ; ce. The factors used by you in determining that geo- graphic market ; d. Whether there are any barriers to entry into such market; e. Whether said merger created any barriers to such entry; f. Describe separately each of the barriers referred to in your answers to the foregoing subparagraphs d. and e.; g. Whether there have been any technological changes during the five year period preceding the filing of the complaint which affect the structure of such market; i 33 h. If your answer to the foregoing subparagraph g. is in the affirmative, describe such technological changes ; i. Whether you have investigated, examined or deter- mined the extent to which the demand for janitorial serv- ices in such market may be satisfied by hiring the labor for janitorial work without dealing with any seller of janitorial services or janitorial services contracting com- pany ; j. If your answer to the foregoing subparagraph i. is in the affirmative, the results of each such investigation, examination and determination, and the factors and facts involved ; k. Whether you have investigated, examined or deter- mined the factors which affect a customer making a choice between hiring his own labor force for janitorial work and dealing with a seller of janitorial services or a jani- torial services contracting company in such market; 1. If your answer to the foregoing subparagraph k. is in the affirmative, the results of each such investigation, examination and determination, and the factors and facts involved ; Secs m. Whether you have investigated, examined or deter- mined the extent to which customers in such market are sensitive to price changes in the janitorial services con- tracting business ; n. If your answer to the foregoing subparagraph m. is in the affirmative, the results of each such investigation, examination and determination, and the factors and facts involved ; 0. Whether you have investigated, examined or deter- mined the economic or financial strength of defendant’s competitors in such market ; p. If your answer to the foregoing subparagraph o. is in the affirmative, the results of each such investigation, examination and determination, and the factors and facts involved ; q- Whether you have made any economic surveys of such market ; r. If your answer to the foregoing subparagraph q. is in the affirmative, describe such survey ; s. Whether you have determined that there have been creases in concentration in that market ; t. If your answer to the foregoing subparagraph s. is 34 in the affirmative, what acts or occurrences or events have contributed to or have caused such increases in concen- tration; u. Whether the market has a product dimension; v. If your answer to the foregoing subparagraph u. is in the affirmative, the nature of the product dimension, and the factors used in determining the product dimen- sion; and w. Identify all documents which were the source of, or from which you derived, the information given in your answers to the foregoing subparagraph a. through v. Answer To Interrogatory No. 33 Response to subparagraphs a. through c.: The merger of Benton Maintenance Company into the ABMI wholly owned subsidiary affected the janitorial serv- ices market within Southern California and within the Los Angeles area. Plaintiff does not have sufficient knowledge at this time to identify any other markets affected by said merger. Southern California is composed of the six counties of Los Angeles, Orange, San Bernardino, Riverside, Santa Barbara, and Ventura. The Los Angeles area is bounded generally on the north by Oxnard, on the south by San Clemente, on the east by Fullerton, Pomona, Covina, and Azusa, and on the west by the Pacific Ocean. Southern California, as defined, was represented to plain- tiff (see Exhibit ‘‘C’’) as being the area in which ABMI conducted a portion of its janitorial services business. The Los Angeles area, as defined, was represented to plaintiff (see Exhibit ‘‘D’’) as being the area in which Benton Maintenance Company conducted ‘its janitorial services business. Responses to subparagraphs d. e. and g.: Plaintiff does not have sufficient information to answer. Subparagraphs f. and h.: Not applicable. Subparagraphs i. and k.: No. Subparagraphs j. and 1.: Not applicable. Subparagraph m.: Yes. , Subparagraph n.: Plaintiff was not able to make a firm determination as a result of its investigation and examina- tion on the question of whether price alone was the deter- : 35 mining fac‘or in the janitorial Wervices contracting business in Souther: California and in the Los Angeles area. Suhparagraph o.: No. Subparagraph p.: Not applicable. Subparagraphs q. and r.: The Antitrust Division of the United States Department of Justice has not made any economic-surveys of the janitorial services market in Southern California, as defined, or in the Los Angeles area, as defined, if by ‘‘eeonomic survey’’ is meant a polling of all competitors within said_markets to determine their volume of sales, etc. Otherwise, the Antitrust Division knows only that the United States Department of Com- merce, Bureau of the Census, periodically makes certain surveys of businesses within certain States, counties and metropolitan areas, among which are surveys of businesses in Standard Industrial Classification No. 7349. Subparagraphs s. and t.: Yes, plaintiff is aware of the mergers and acquisitions recited in answer to the foregoing Interrogatory No. 32, which have contributed to or caused increases in concentration in the Southern California and in the Los Angeles area janitorial services markets. Subparagraphs u. and v.: Yes, janitorial services in Southern California and inthe Los Angeles area include general cleaning; sweeping and dusting; stripping, waxing and polishing floors; carpet vacuuming and shampooing; trash removal; venetian blind cleaning; washing of floors and walls; furniture cleaning and polishing; elevator oper- ating ; and porter work. : Subparagraph w.: See Exhibits ‘‘C”’ and “‘D”” attached hereto. Interrogatory No. 34 In determining to challenge the merger referred to in paragraph 9 of the complaint: a. Did you apply any standards other than the sizes of _ the merging firm’s market shares; b. If so, state the standards applied and the facts indi- cating the application of such standards; and c. Identify all documents used in making that deter- mination and all documents referring to that determina- tion, and all documents referring to the standards and factors used in that determination. ie 36 Answer To Interrogatory No. 34 Plaintiff objects to the foregoing interrogatory. The standards used by plaintiff in its decision to challenge a particular merger is not relevant to any issues in this case. It also calls for information which does not relate to matters which can be inquired into under Rule 26(b) of the Federal Rules of Cwil Procedure. Interrogatory No. 35 ' State: a. The date on which you first learned of the merger and acquisition referred to in paragraph 9 of the com- plaint ; b. How or in what manner or from what source you first learned of the merger and acquisition referred to in para- graph 9 of the complaint; ce. The date on which you determined for the first time to challenge the legality of the merger and acquisition referred to in paragraph 9 of the complaint; d. Whether or not you at any time prior to the service of the complaint notified defendants that you had deter- mined to challenge the legality of the said merger and acquisition ; and e. If your answer to the foregoing subparagraph d. is in the affirmative, identify all documents constituting or referring to any such notification to defendant. Answer To Interrogatory No. 35 Plaintiff objects to the foregoing interrogatory. The date and manner in which plaintiff learned of this merger; the date plaintiff decided to file suit; and the time and manner in which plaintiff notified defendant of its intention to file such suit are irrelevant to any issues in this case. Interrogatory No. 36 State with reference to paragraph 2 of the prayer of the complaint : a. Whether or not you are able to list the assets, dives- titure of which by defendant will satisfy said paragraph 2 of the prayer of the complaint ; and 37 b. If your answer to the foregoing subparagraph a. is in the affirmative, list said assets. Answer To Interrogatory No. 36 a. Plaintiff at this time is unable to list the assets, divesti- ture of which by defendant will satisfy paragraph 2 of the prayer of the complaint. b. Not applicable. Interrogatory No. 37 State with regard to janitorial services used by plaintiff, or any of its divisions, departments, branches or agencies: a. The total number of employees of plaintiff perform- ing janitorial services in the Los Angeles area; b. The total number of employees of plaintiff perform- ing janitorial services in the Southern California area; ‘ec. Whether any division, department, branch or agency of plaintiff provides janitorial services to any other division, department, branch or agency in Southern Cali- fornia pursuant to any governmental rule or regulation; d. If your answer to the foregoing subparagraph ec. is in the affirmative, state the name of each such division, department, branch or agency and identify all documents constituting such rule or regulation ; e. State the name and address of the person employed by plaintiff personally responsible for the administration of janitorial services for plaintiff in Southern California ; f. State whether plaintiff has employed any seller of janitorial services or janitorial services contracting com- pany to provide janitorial services for plaintiff in the Los Angeles area during the period commencing January 1, 1968 and ending June 1, 1970; g. If the answer to the foregoing subparagraph f. is in the affirmative, state the name and address of each seller of janitorial services or janitorial services contracting company providing such services and identify all docu- ments constituting contracts for such services; h. The total square feet of building area for which janitorial services are provided for plaintiff in Southern California; and i. The total square feet of building area for which janitorial services are provided for plaintiff in the Los Angeles area. 38 Answer To Interrogatory No. 37 It would be unduly burdensome for plaintiff to secure the information requested by the foregoing Interrogatory No. 37. However, Exhibits ‘‘G’’ and ‘“‘H”’ attached and filed concurrently herewith represent a good faith effort on the part of plaintiff to comply with defendant’s request. Interrogatory No. 38 State separately with respect to each person interviewed by any representative of plaintiff with respect to the sale of janitorial services in Southern California: a. His name; b. His address; _ ¢. The person, corporation with which he is associated or by whom he is employed ; d. The name of each person representing plaintiff who conducted each such interview, together with the divi- sions, departments, branches or agencies of plaintiff with whom that person was associated or employed; e. The date or dates the interview was conducted ; f, Identify all documents evidencing what was stated at such interview. Answer To Interrogatory No. 38 Plaintiff objects to this interrogatory. It calls for infor- mation which is irrelevant, unduly and unreasonably bur- densome for plaintiff to produce. The names, addresses, company affiliations, etc. of all persons interviewed by rep- resentatives of the United States is not relevant to the subject matter of this litigation, nor is such information likely to lead to the discovery of relevant material. Plaintiff also objects to this interrogatory in that it does not relate to matters which can be inquired into under Rule 26 of the Federal Rules of Civil Procedure. Dated: July 12, 1971 /8/ Michael J. Dennis MicHak. J. Dennis Attorney, Department of Justice (Jurat Omitted in Printing) Untitep States District Court CentraL District oF CALIFORNIA (Caption Omitted in Printing) NOTICE OF MOTION AND MOTION OF DEFENDANT AMFRICAN BUILDING MAINTENANCE INDUS- TRIES FOR'SUMMARY JUDGMENT OF DIS- MISSAL AND SUGGESTION THE COURT LACKS SUBJECT MATTER JURISDICTION [Rules 12(h) (3) and 56, F.R.C.P.] TO PLAINTIFF UNITED STATES OF AMERICA AND TO THE DEPARTMENT. OF JUSTICE, ANTITRUST DIVISION, AND MICHAEL J. DENNIS, ITS ATTOR- NEYS: Puease Take Notice that on Tuesday, September 4, 1973, at 10:00 o’clock a.m., or as soon thereafter as counsel can be heard, in the Courtroom of the Honorable Jesse W. Cur- tis, Judge of the above entitled Court, defendant American Building Maintenance Industries will move the Court, pur- suant to Rule 56 of the Federal Rules of Civil Procedure, for summary judgment dismissing the above action for lack of subject matter jurisdiction. Further, defendant suggests, pursuant to Rule 12(h) (3) of the Federal Rules of Civil Procedure, that the Court lacks jurisdiction of the subject matter of the action. This motion and suggestion are made upon the grounds that there is no genuine issue as to any material fact re- lating to jurisdiction and defendant is entitled to a judg- ment of dismissal as a matter of law. This motion is based upon the Affidavits of Jess E. Benton, Jr., Jess E. Benton, III, Eugene Coil, and Claudia Morgan filed herewith, upon the memorandum of points and authorities filed herewith, and upon all the files and records of this action. DATED: August 17, 1973 Lawter, Fevrx & Hai Marcus Martson AntTHoNIE M. Voocp By /s/ Anthonie M. Voogd AntHonie M. Voocp Attorneys for Defendant American Building Maintenance Industries DEFENDANT’S SUPPORTING AFFIDAVITS, FILED AUGUST 28, 1973: Unitep States Distaict Court CentraL Distreict or Cauirornia (Caption Omitted in Printing) AFFIDAVIT OF CLAUDIA MORGAN Cuaupia Moraan, being first duly sworn, deposes and says: . ; 1. I reside at 13614 Abana Drive, Cerritos, California 90701. 2. During the period of time between March 30, 1971 and June 9, 1971, I was employed by Kelly Girl and was as- signed as a temporary employee to American Building Maintenance Company of California. During this period of ~ time I reviewed certain records of J. E. Benton Management Corporation and Benton Maintenance Company located at the offices of American Building Maintenance Company of California, at 921 East 61st Street, Los Angeles, California 90035. The review of the records was conducted by me under the immediate supervision of Jess E. Benton, III, Director of Administration, Los Angeles Regional Office, American Building Maintenance Company of California. 3. The records reviewed by me included account ledger cards and other documents indicating all purchases made by J. E. Benton Management Corporation and Benton Maintenance Company from suppliers during the calendar year 1969 and the first six months of 1970. The review was mede in order to respond to Interrogatory No. 16 of Plain- tiff’s First Set of Interrogatories to Defendant, which I have been informed were filed in this action on March 30, 1971. Interrogatory No. 16 inquired: ‘‘With regard to the suppliers of Benton during the period January 1, 1968 to June 30, 1970, state as to each supplier: (a) the name and address; (b) the dollar amount and description of products supplied to Benton which were shipped from outside the State of California.’’ 40 rs 41 4, Attached hereto as Exhibits ‘‘A’’ through ‘‘D’’ are copies of the schedules prepared by me, which I understand were filed in response to Interrogatory No. 16. These schedules show suppliers and out-of-state purchases of the Benton companies as follows: 1. Exhibit ‘‘A’’: Benton Maintenance Company, Jan- uary 1, 1969 through December 31, 1969. 2. Exhibit ‘‘B’’: Benton Maintenance Company, Jan- uary 1, 1969 through June 30, 1970. 3. Exhibit ‘‘C’’: J. E. Benton Management Corpora- tion, March 1, 1969 through February 28, 1970. 4. Exhibit ‘‘D’’: J. E. Benton Management Corpora- tion, March 1, 1970 through June 30, 1970. 5. As more particularly appears from the schedules, the Benton Maintenance Company made no out-of-state pur- chases between January 1, 1969 and June 30, 1970. J. E. Benton Management Corporation made no out-of-state pur- chases between March 1, 1970 and June 30, 1970 and made the following out-of-state purchases between March 1, 1969 and February 28, 1970: - Mathew Bender Co. $13.39 Real Estate Publications P. O. Box 658 Albany, New York 12201 \ Monarch Metal Products $25.01 Reel Rack New Windsor New York 12550 Prentice Hall, Inc. $79.98 Income Tax Publication \ Englewood Cliffs, 7 New Jersey Ready Made Sign Co. $11.97 Sign Purchase 1207 44th Avenue Long Island, New York 11001 DATED: August 14, 1973. /s/ Claudia Morgan Ciaupia Morcan (Jurat Omitted in Printing) Untrep Srates District Court CentraL District or CaLiroRNia (Caption Omitted in Printing) AFFIDAVIT OF EUGENE COIL Kvcene Con, being first duly sworn, deposes and says: 1, From January 1, 1967 to June 30, 1970, I was employed by Benton Maintenance Company as an assistant to G. V. Carr. During that period of time, Mr. Carr was the Treas. urer of Benton Maintenance Company and the Treasurer of J. E. Benton Management Corporation. I was, and am, intimately acquainted with the accounting procedures of the | Benton companies during that period of time. 2. J. E. Benton Management Corporation and Benton Maintenance Company maintained offices at 3727 West Olympic Boulevard, Los Angeles, California. The Pacific Telephone and Telegraph Company provided the Benton companies with telepkone services through a single switch- board at these offices over telephone number 737-3220. These telephone services were billed to and paid by J. E. Benton Management Corporation. Benton Maintenance Company reimbursed J. E. Benton Management Corporation for its usage of the telephone services. : 3. In the course of my duties I reviewed the bills sub- mitted to J. E. Benton Management Corporation by The Pacific Telephone and Telegraph Company and approved them for payment. Additionally, I computed the amount Benton Maintenance Company would reimburse J. E. Ben- ton Management Corporation for use of telephone services. Prior to June, 1969, Benton Maintenance Company reim- bursed J. F. Benton Management Corporation fifty percent of all telephone services charges other than long distance charges; after June, 1969 and through June, 1970, this percentage was increased to sixty percent. The charges for all long distance calls made by Benton Maintenance Com- pany were paid by that company to J. E. Benton Manage- ment Corporation. 4. Attached hereto as Exhibits ‘‘A’’ through ‘‘R”’ are true and correct copies~of telephone bills rendered J. E. Benton Management Corporation by The Pacific Telephone 42 43 and Telegraph Company from J anuary of 1969 through June of 1970, together with copies of checks submitted to The Pacific Telephone and Telegraph Company in payment of the bills and my worksheets relating to payment of. the bills. The bills indicate the charges for out;of-state tele- phone calls and telegrams shown in the third column: : Total Amount List of Out of State Telephone Date of Bil of Bill Calls and Telegrams January 25, 1969 $ 798.16 all of None ; (Exhibit A) = which was paid. February 25, 1969 $ 792.41 of which January 30, 1969 to Mingo Junetion, (Exhibit B) . $787.01 was Ohio, $1.70 (Misdialed number or paid billing error) ; February 15, 1969 to Kansas City, Missouri, $2:95 (Billing error) _ February 18, 1969 to Kansas City, ge : Missouri, $0.75 (Billing error) March 25, 1969 $1,511.64 of which March 5, 1969 td Kansas City, Mis- (Exhibit C) $1,484.85 was souri, $0.75 (Billing error) paid March 5, 1969 to Kansas City, Kan- sas, $1.80 (Billing error). March 5, 1969 to Kansas City, Kan- sas, $1.80 (Billing error) March 5, 1969 to Kansas City, Kan- sas, $3.15 (Billingerror) March 5, 1969 to Kansas City, Kan- sas, $14.60 (Billing error) March 9, 1969 to Kansas City, Mis- souri, $2.55 (Billing error) April 25, 1969 $1,323.36 of which March 26, 1969 to Kansas City, Kan- (Exhibit D) $1,319.21 was sas, $2.60 (Billing error) , paid. April 7, 1969 to Albuquerque, New Mexico, $1.50 (Personal—G.V. Carr) April 8, 1969 to Las Vegas, Nevada, $1.30 April 21, 1969 to Duluth, Minnesota, $4.05 (Personal—Ivar Gustafson ) ' April 21, 1969 to St. Paul, Minne- f sota, $1.55 (Billing error) ' £pril 8, 1969 to New York, New, York, $2.69 (Telegram) $1,134.13 of which May 12, 1969 to Las Vegas, Nevada, $1,128.11 was $1.30 (Personal—Jess E. Benton, paid. III) © ~ May 21, 1969 to Altnl, Pennsyl- ‘ f vania, $1.70 (Billing error) Date of Bill June 25, 1969 (Exhibit F) TOTALS 44 Total Amount of Bi $1,196.71 of which $1,190.69 was ' paid. $1,168.94 of which $1,167.07 was paid. ! $1,146.11 all of which wus paid. $ 663.97 all of which was paid. y 999.53 all of which was paid. $ 947.00 all of which was paid. $ 901.98 all of which was paid. $ 92490 all of which was paid. $ 991.27 all of which was paid. $ 946.93 all of which was paid. $1,000.86 all of which was paid. $ 888.59 all of ‘which was paid. $ 974.21 all of which was paid. f $18,310.70 of which $18,260.45 was paid. List of Out of State Telephone Calle and Telegrams May 22, 1969 to Medford, Oregon, $7.05 (Billing error) June 3, 1969 to New York, New York, $1.80 (Telegram) June 6, 1969 to Philadelphia, Penn- sylvania, $1.70 (Billing error) July 10, 1969 to Topeka, ' $8.00 (Personal—K. Nolan) July 11, 1969 to Buffalo, New York, $1.70 (Billing error) July 23, 1969 to West Germany, $7.42 (Telegram, Personal—Jess E. Benton, III) _ September 16, 1969 to Roseville, Michigan, $2.60 None None December 8, 1969 to New York, New York, $2.44 (Telegram) None f February 24, 1970 to Las Vegas, Nevada, $1.20 (Personal—Eugene Coil) Mareh 19, 1970 to Las Vegas, Nevada, $1.30 April 7, 1970 to New York, New York, $1.35 April 17, 1970 to New York, New York, $1.80 April 17, ‘1970 to Oradell, New ‘Jersey, $4.05 None ‘June 1, 1970 to New York, New York, $1.80 June 11, 1970 to Mingo Junction, Ohio, $1.35 (Misdialed call) f 5. With ten exceptions, the out-of-state telephone calls - 45 and telegrams indicated on the bills were totally unrelated to the business activities of the Benton companies, being: a. Calls involving erroneous billings: On numerous occasions, unknown persons would make long distance calls, usually from public telepbones, and charge the calls to telephone number 737-3230, the number for the Benton compan'es. Charges for these calls were deducted from the telephone bills and not paid. These calls are indicated on the above list by the words ‘‘billing error.’’ b. Personal Calls: On occasion, employees at the Ben- ton companies would use the telephone service to place personal calls and reimburse J. E. Benton Management Corporation through me for the costs of the call. The calls are indicated on the above list by the word “‘ personal’’ and the name of the person who placed the call. ce. Telegram to West Germany: I have read the Affi- davit of Jess E. Benton, ITI, and am thereby advised that the July 23, 1973 telegram to West Germany was personal. d. Msdialed Calls: The January 30, 1969 and June 11, 1970 calls to telephone number (614) 535-1230 in Mingo Junction, Ohio were misdialed attempts to call (714) 535-1230 in Anaheim, California, a frequently called tele- phone number. ‘These calls are indicated on the above list by the words ‘‘ misdialed call.’’ The remaining out-of-state calls and telegrams are listed below : a. April 8, 1969 call to Las Vegas, Nevada, $1.30; b. April 8, 1969 telegram to New York, New York, $2.69: e. June 3, 1969 telegram to New York, New York, $1.80; d. September 16, 1969 call to Roseville, Michigan, $2.60; ina December 8, 1969 telegram to New York, New York, 44; f. March 19, 1970 call to Las Vegas, Nevada, $1.30; g. April 7, 1970 to New York, New York $1.35; h. April 17, 1970 call to New York, New York, $1.80; i. April 17, 1970 call to Oradell, New Jersey, $4.05; j. June 1, 1970 call to New York, New York, $1.80; __ Certain of these ten calls, particularly the calls to Las Vegas, may have been personal calls, calls involving errone- _ ous billings or misdialed calls. The total amount billed for _ these ten calls was $21.13. 46 6. The Pacific Telephone and Telegraph Company pro- vided Benton Maintenance Company with night line tele- phone services over telephone number 737-3611 at 3727 West Olympic Boulevard, Los Angeles, California. It also provided Benton Maintenance Company with telephone services over telephone number 790-2685 at the offices of its client, Jet Propulsion Laboratories, 4800 Oak Grove Drive, Pasadena, California 91103. Bills for these services were paid by Benton Maintenance Company. 7. In the ordinary course of business and as Assistant Comptroller of Benton Maintenance Company, I reviewed _ the bills rendered to that company by The Pacific Tele- phone and Telegraph Company before approving them for payment. 8. Attached hereto as Exhibits ‘‘S”’ through ‘‘Y”’’ are true and correct copies of retained telephone bills for tele- phone services rendered Benton Maintenance Company by The Pacific Telephone and Telegraph Company. These bills indicate no out-of-state telephone calls were made over telephone numbers 737-3611 and 790-2685. DATED: August 14, 1973. /s/ Eugene Coil Eugene Com, (Jurat Omitted in Printing) ms mSycrto me sak = @.@ & 6 FS wet oe Unrrep States District Court CentraL District oF CALIFORNIA (Caption Omitted in Printing) AFFIDAVIT OF JESS E. BENTON, II Jess E. Benton, III, being first duly sworn, deposes and says: 1. In July of 1969 I was Assistant Secretary-Treasurer of J. B. Benton Management Corporation and the Assistant Secretary-Treasurer of Benton Maintenance Company. 2. In July of 1969 I was also a member of the Board of Directors of the Los Angeles Junior Chamber of Commerce which at that time was sponsoring the City of Los Angeles as a ‘Theme City’’ in the German American Volkfest to be held in Berlin, West Germany, from July 25, 1969 through August 10, 1969. I was the member of the Board of Directors responsible for matters relating to the Volkfest. 3. On July 23, 1969 I arranged for the sending of a tele- gram from the Los Angeles Junior Chamber of Commerce to the German American Volkfest in Berlin, West Germany. The arrangements for the sending of the telegram were made by me by telephone from the offices of the Benton companies located at 3727 West Olympic Boulevard, Los Angeles, California. I understand the costs of the telegraph appeared on the August 25, 1973 telephone bill submitted to J. E. Benton Management Corporation by The Pacific Telephone and Telegraph Company. 4. The telegram concerned the German American Volk- fest only and was totally unrelated to the business activities of the Benton companies. DATED: August 14, 1973. /s/ Jess E. Benton, IIT Jess E. Benton, II (Jurat and Certificate of Service Omitted in Printing) 47 Unrrep Srares Disraict Court - Centra District or CaLirorniu (Caption Omitted in Printing) AFFIDAVIT OF JESS E. BENTON, JR. Jess E, Benton, Jr., being first duly sworn, deposes and Says: Introduction 1. I am retired from active business and reside at 2728 Monte Mar Terrace, Los Angeles, California 90064. From 1936 to June 30, 1970, the date of the merger hereinafter referred to, I was employed by J. E. Benton Management Corporation, and from before 1950 to June 30, 1970 I was the President of that corporation. I was employed by Ben- ton Maintenance Company as its President from 1958 to 1967 and as its Chairman of the Board and Chief Executive Officer from 1967 to June 30, 1970. I was, and am, intimately acquainted with the business and activities of the Benton corporations through June 30, 1970. History of J. E. Benton Management Corporation 2. J. E. Benton Management Corporation was established during the national economic depression by my father, Jess E. Benton, and his partner, A. F. Ohl. The corporation was established by use of the corporate shell of Pacific Realty Securities Company, an inactive corporation or- ganized under the laws of the State of California. 3. J. E. Benton Management Corporation was established for the express purpose of managing buildings and hotels which were assets of bankrupt corporations which had been reorganized under Section 77B of the Bankruptcy Act. Trustees in corporate reorganization proceedings did not wish to, sell the buildings because of the depressed state of the real estate market. J. E. Benton Management Corpora- tion provided trustees with building management services until such time as the real estate market improved and the building could be sold for a reasonable price. 4. Between 1936 and 1949 J. E. Benton Management Corporation provided management service for numerous 48 B of 0! 49 e buildings under the control of corporate reorganization trustees. These management services included all services necessary for the operation of a building, such as rental of space, collection of rent, accounting, repair, alterations, engineering, and janitorial services. Subsequent to 1936 the company commenced selling management services to owners of buildings and apartments and also commenced engaging inthe real estate business. 5. Between 1936 and June 30, 1970, J. E. Benton Manage- ment Corporation engaged in the real estate business and the business of providing building management, janitorial and related services, These were the only businesses the corporation engaged in during this period of time. History of Benton Maintenance Company 6. Benton Maintenance Company was established by me in 1958 under the name of Affiliated Maintenance Company. The corporation was established by use of the corporate shell of S. W. Straus & Co., an inactive corporation orga- nized under the laws of the ‘State of California. The name Affiliated Maintenance Company was changed to Benton Maintenance Company in 1968. 7. Benton Maintenance Company was organized for the purpose of engaging in the business of selling janitorial services alone and apart from the sale of management serv- ices. It was not practicable for J. E. Benton Management Corporation to engage in this business. Janitorial services _ are frequently sold to building managers. A building man- ager might be unwilling to purchase janitorial services from J, E. Benton Management Corporation, believing that his position as building manager might be threatened. 8. Between 1958 and June 30, 1970, Benton Maintenance Company’ engaged i in the business of selling janitorial and related services. This was the only business the corporation engaged in during this period of time. Ownership of the Benton Companies 9. Prior to June 30, 1970 I owned all of the stock of J. E. Benton Management Corporation and eighty-five percent of the stock of Benton Maintenance Company. Ten percent of the Benton Maintenance Company stock was owned by my brother, Robert Benton. Ivar Gustafson, an officer of 50 the corporation, owned the remaining five percent of the stock. 10. Because of their differing corporate organization and ownership, the businesses of the Benton corporations were kept strictly separate with the following exceptions. Robert Benton, Jess E. Benton, III, G. V. Carr, and I were em- ployed by both corporations. The purchase of janitorial supplies was sometimes jointly negotiated by both corpora- tions but invoiced and paid separately. There was some borrowing of equipment between the corporations. Both corporations maintained their only offices at 3727 West Olympic Boulevard, Los Angeles, California. The two corporations used the same telephone switchboard at their offices, but divided the costs of telephone services. J. E. Benton Management Corporation paid the salary of the switchboard operator. Benton Maintenance Company paid the salaries of other office personnel who provided some service to J. E. Benton Management Corporation. The Merger 11. On June 30, 1970, Benton Maintenance Company was merged into American Building Maintenance Company of California. Robert Benton, Ivar S. Gustafson and J re- ceived 75,000 shares of the common stock of American Building Maintenance Industries for our Benton Mainte- nance Company stock. On the same date American Building Maintenance Industries purchased all of the stock of J. E. Benton Management Corporation from me for $750,000. 12. I sold my interests in the Benton corporations to American Building Maintenance Industries because of my age and my desire to retire. © 13. The businesses of the Benton corporations were con- ducted entirely within Los Angeles, Orange and Ventura Counties in California. 14. The Benton corporations had no manufacturing plants, no sales or distribution outlets, no product which was sold or shipped, no patents or scientific know-how, and no location or business situs advantage. 15. The business of the Benton corporations in providing . janitorial services, and the janitorial service business gener- ally, is an intensely local activity. No commodity is sold. The only sale made (if it be a sale) is the sale of unskilled . labor of janitors necessary to clean buildings. There is no tangible property involved in the business except insignifi- cant, incidental facilities. 51 16. All but an extremely small number of the suppliers of the Benton corporations were located within California. 17. The Benton corporations purchased supplies as needed. They did not enter into any requirements or con- tinuing supply contracts with its suppliers. There are no significant economies to be realized through bulk or quan- tity purchases of supplies necessary to the provision of janitorial services. Supplies represent a minor part of the total costs of providing janitorial service. The basic service provided was the labor necessary to perform the cleaning work. Costs of supplies represent approximately three percent of total amounts paid by customers for janitorial services. 18. The major suppliers of the Benton corporations were: a. Ball Industries, E] Segundo, California, which de- livered industrial and janitorial equipment and supplies from its warehouse to the Benton corporations’ ware- house at 3727 West Olympic Boulevard or to customer locations specified by the Benton corporations; b. National Sanitary Supply Co., Los Angeles, Calli- fornia, which delivered paper goods and other janitorial supplies from its warehouse to the Benton corporations’ warehouse or to customer locations specified by the Ben- ton corporations; ce. U.S. Guards, Monterey Park, California, which pro- vided the Benton corporations with building guard serv- ices on a subcontract basis ; and d. Courtesy Chevrolet Leasing, Los Angeles, Cali- fornia, which leased vehicles to the Benton corporations. 19. To the best of my recollection between 1965 and June 30, 1970 no officer or employee of J. E. Benton Management Corporation crossed a state line while engaged in business activities for that corporation; and between 1968 and June 30, 1970, no officer or employee of Benton Maintenance Company crossed a state line while engaged in business - activities for that corporation. 20. The Benton corporations did not advertise nationally. They purchased advertising in the yellow pages of local telephone directories and distributed brochures describing their businesses to prospective customers. | Dated:, August 16, 1973. ae { /8/ Jess E. Benton, Jr. Jess E. Benton, Jr. . (Jurat and Certificate of Service Omitted in Printing) APPENDIX A Customers of Benton which were engaged in interstate or foreign commerce and which paid Benton more than $10,000 for services in 1969 included : Ameritan Brass Mfg. Co. Bank of America National Trust and Savings Association Charles Luckman Associates (subsidiary of Ogden Corp.) Collier Carbon and Chemical Corporation (subsidiary of Union Oil Company of California) General Telephone Company of California Great Western Savings & Loan Association Hunt Foods Hycon Manufacturing Company (subsidiary of McDon- nell Donglas Corporation) Insuranee Company of North America International Business Machines Corp. Lincoln Savings & Loan Association Lockheed Corporation March & McLennan, Incorporated (subsidiary of Marlen- nan Corp:) Minnesota Mining & Manufacturing Company Mobil Oil Corp. National Aeronautics and Space Administration (NASA Jet Propulsion Laboratory) North American Aviation (now Rockwell International Corp.) Pacific Telephone & Telegraph Shell Oil Company Teledyne, Inc. ~ Texaco, Inc. Tishman Realty & Construction Co., Inc. TRW, Inc. Union Oil Company of California Union Pacific Corporation United Artists Corp. (subsidiary of Transamerica Corp.) United California Bank _—s«t. _ Van Camp Sea Food Co. (Div. of Ralston Purina) Walston & Co. = Western Electric Company Sources : Exhibits C, F & H filed by ABMI June 9, 1971, pursuant to Protective Order entered June 2, 1971. | 52 Unrtep Sratres District Court CentraL District or CALIFORNIA (Caption Omitted in Printing) AFFIDAVITS IN SUPPORT OF GOVERNMENT’S MEMORANDUM IN OPPOSITION TO DEFENDANT’S SUMMARY JUDGMENT MOTION INDEX I CUSTOMERS TE BO ha sah ahh bos Ke civencsvetees Jet Propulsion Laboratory Rockwell International ................ Plant Services Department Rockwell International ................. Tishman Realty & Construction Co. .:.-.. General Telephone Company of Cali- eee eee ee eeee TOI i oo oa vicin te a oak ada wee ape ei Pacific Telephone and Telegraph Com- ONG chess cis vee eube SNS ens aes) Mobil Oil Corporation .....20.s0..0ce0 Union Oi] Company ..............- as A, Bek acces ae ou ke wha chewed nd Carnation. COmpeny. «.... 6... cbee sessce pe rer rr Terre UPPLIERS BAU 2 Seo OWP A. Westinghouse Electric Spee. Ele- wator DIGIMON bas one chad oye isiveeed’ B. Metropolitan Water District ............ C. Department of Water and Power Aqueduct DI hi 6 5 6 56h vo ne ie verde én p08 D. Department of Water and Power ........ Power Operating and Maintenance Division E. Courtesy Chevrolet Co. ............++.- F. Southern California Gas Company ...... G.:. Balk Tmtraee ais ove 6 caccccvcsceccss H. National Sanitary Supply Co. .......... I. Crown Zellerbach 54 J. National Cash Register Company ... : es K. Preferred Distributing Company HI COMPETITORS CS 6 2s a:o:8 ee ee eee ee ee I. CUSTOMERS Arripavirt or Cuartes V. ENGLE Cuartes V. Enciz, being first duly sworn, deposes and says: 1. I am presently employed as Director of Facilities for TRW, Inc., Systems Group (hereinafter TRW, Sys- tems) and maintain offices at One Space Park, Redondo Beach, California. I have served in various supervisory capacities within the facilities department of TRW since March, 1961. I have responsibility for the general operation and maintenance of the TRW, Systems facilities in Redondo Beach. As part of my duties, I have been responsible for the initiation of requests for the purchase of contracted janitorial services. I have personal knowledge of the busi- ness activities of TRW and particularly of the activities carried on by TRW, Systems during the aforesaid period. I understand the important relationship between janitorial maintenance services and the overall operations of TRW. 2. TRW is a multi-national corporation engaged in sys- tems engineering services and information services, and in the development and manufacture of jet engine com- ponents, space vehicle components, communication satellites and other spacecraft, electronic components and systems, industrial tools, bearings and fasteners. In 1969 and 1970, the company was initiating its efforts in areas such as microelectronics, holography and laser technology, the life sciences, avionics, computer software services, automated control systems and the application of systems engineering methods to civil and industrial markets. During this period TRW conducted one of the largest computer software operations in the world, processing as many as 600 complex 55 problems daily. In addition, TRW has developed records management systems for cities and counties; a land use in- formation system for California; and an information recording system for a consortium of major oil companies. 3..In the Los Angeles area alone, TRW, Systems utilizes approximately 2.8 million sq. ft. of useful space. Many of the aerospace activities of TRW are centered in these facili- ties. Included among the many products and systems devel- oped and assembled in these facilities during 1969 and 1970 were the Lunar Module back-up guidance system, attitude control engines and the Lunar Module Descent Engine for the Apollo series spacecraft which effected man’s first land- ing on the moon; and various products for the Pioneer- Venus program. The huge manufacturing and assembly areas of TRW, Systems were also utilized in the manu- facture and assembly of other spacecraft and spacecraft components. For example, during the aforesaid period Intelsat III, then the world’s largest commercial com- munications satellite, was assembled and tested by TRW in its facilities in Redondo Beach including the laboratory known as the Environmental Simulation Chamber. In fact, by 1972 TRW had placed more than 100 spacecraft in the solar system. These products and the raw materials and components from which they were manufactured moved regularly in interstate commerce. 4. TRW, Systems has always contracted for the major portion of the janitorial maintenance of its facilities. With over two million square feet of manufacturing space in the Los Angeles area, TRW, Systems is one of the larger single space janitorial maintenance customers in the United States. Prior to its acquisition by ABMI, Benton performed the janitorial maintenance in the offices, laboratories and manu- facturing areas which make up this facility. The mainten- ance requirements of this facility and the nature of the design, development and fabrication work performed therein require janitorial maintenance to be scheduled in careful coordination with production and other activities. These technically complex schedules are produced by com- puter and are dependent upon and work in support of pro- duction schedules. Similarly, we produce computerized schedules for purchasing, engineering, and management ac- tivities. We have found proper janitorial maintenance to be such a vital part of these operations that it must be sched- ‘> —_— 56 uled and integrated into the overall operations of TRW. The janitorial contractor must have sufficient expertise to operate within the schedules. Indeed, only janitorial con- tractors with considerable work schedule experience are able to operate effectively within this system. TRW’s pur- chasing, facilities and production personne] work in ‘close cooperation with the management of the janitorial con- tractor. This close relationship is representative of the importance of the work of the janitorial maintenance con- tractor to TRW’s manufacturing and distribution system, 5. Several of the areas maintained by Benton required exceptionally high maintenance quality. These areas in- cluded clean rooms; engineering and research laboratories; rooms containing electronic data processing equipment; and areas utilized in the fabrication and assembly of spacecraft and associated components. TRW, Systems operates several clean rooms in which spacecraft and aerospace com- ponents are assembled and tested. In order to eliminate dust contaminants from these clean rooms a laminar air circulation pattern is maintained and employees must take air showers and wear specialized clothing. The maintenance of these rooms is virtually a continuous operation and as a result Benton personnel worked side by side and in close cooperation with TRW scientists and technicians working therein. The fastidious cleaning of these rooms is, and was, & precondition of the testing and assembly operations carried on in these rooms. In TRW’s research laboratories, maintained by Benton, a broad range of scientific experi- mentation and testing was performed. This work involved electronic, physical, chemical and laser research. The clean- ing of these laboratories required meticulous attention to detail and particularly careful scheduling and coordination so that highly sensitive experiments could be carried on in the proper environment and to insure that they would not be disturbed in the cleaning operation. This coordination was affected through constant communication and cooper- ation between TRW and Benton personnel. 6. The maintenance of manufacturing and assembly areas within TRWs facilities requires a high degree of mutual assistance and coefficiency. In these areas, the maintenance and produc‘ion schedules are highly interdependent. More- over, the maintenance employee must handle and clean manufacturing eqtipment and provide a safe and clean environment for TRW employees. As a result, the main- 57 tenance operations play a vital part in the assembly and fabrication of products by TRW which subsequently move in interstate commerce. 7. Under the maintenance contract with TRW, Benton . also removed various waste materials from TRW’s labora- tories, offices and manufacturing areas. These materials included packaging materials, cartons, waste paper and residue from manufacturing operations. Substantial quan- tities of these materials move directly to TRW from outside the State of California. 8, TRW’s considerable ‘computer facilities constitute an- other maintenance problem area. TRW relies heavily upon the effective operations of these computers and the main- | tenance of a dust free environment for these machines is -eritical to their effective operation. Dust accumulations are as disruptive as is improper programming by TRW per- sonnel and are commonly more difficult to correct. Indeed, a minute piece of dust in a core unit of one of these machines ean put it out of service. Benton’s employees had sufficient experience and proficiency to deal with this problem. _ 9. In purchasing contracted janitorial services, TRW pur- thases a distinct gro"p of services, the most important com- ponent of which is’ the management skill of the janitorial contractor. In addition, the janitorial contractor effects a substantial cost savings for TRW in performing this work as its wage rate end fringe benefit package is significantly lower, than that of TRW. 10. A common decision in industrial management involves the decision between purchasing a product or service and fabricating or supplying it from within the company. This decision is commonly known as the Make-Buy decision. TRW maintains large machine shops in which various spacecraft components can be fabricated. Before ‘doing so, however, | TRW’s cost for producing a component is tested against the price at which the product can be bought in the open market. Though several other factors are involved in the Make-Buy decision, price is often the most significant. ' Similarly, essential services are subject to such Make-Buy decisions. Even though TRW has a complement of construc- ‘tion and repair employees, we have found it cost effective in some cases to subcontract for this service. For janitorial maintenance, the significant cost savings and the expertise offered by the janitorial contractor have caused TRW to subcontract for this service. In terms of importance to 58 TRW’s overall operations, there is no distinction between products and services that are purchased and products and services which are fabricated or supplied directly by TRYW. We expect and require the subcontractor to adhere to the same quality specifications and the same scheduling and security regulations as TRW’s own personnel. When the Buy decision is made and the product or service is supplied by others, it is quickly integrated into TRW’s system of manufacture. 11. For several years prior to 1968, Benton performed the entire janitorial maintenance contract at TRW, Systems facilities in the Los Angeles area. We found them to be an exceptionally capable and efficient firm and had serious reservations when in 1969 ABMI underbid Benton and was awarded the contract. Our reservations were confirmed in our dissatisfaction. with the work performed by ABMI. It appears that ABMI significantly underestimated the ma- terial requirements in the contract and were, therefore, con- stantly in search of a way to cu‘ costs. This resulted in a general deterioration in the quality of the work performed. 12. Benton was a particularly strong competitor not only in providing high quality maintenance services but in the competitive bidding in response to TRW’s invitations for ‘ bids. Their on-the-job supervision and management exper- tise was of an exceptionally high quality. As such, we were disappointed and concerned when we were informed that ABMI had acquired Benton. ABMI sought to quiet our concerns by assuring us that the Benton supervisory per- sonnel and management would be retained. On the basis of our previous expe.ience with ABMI, ABMI would not ordinarily have been awarded the contract to which they _ ‘succeeded by acquiring Benton. We at TRW rely upon com- petition to assure alternate sources of supply at com- _ petitive prices. The acquisition of Benton by ABMI ‘ eliminated a strong and viable competitor in supplying contracted janitorial services to TRW and has represented a, step away from a freely competitive market for con- tracted janitorial services. pce ‘/8/ Charles V. Engle Cuartes V. Enciz (Jurat Omitted in Printing) r / ee = Arrmavit or Raymonp HernanvDez Raymonp Hernanvez, being first duly sworn, deposes and says: 1. Continuously since approximately December, 1969, Ihave held my present position of Contract Negotiator for the Jet Propulsion Laboratory, 4800 Oak Grove Drive, Pasadena, California. The Jet Propulsion Laboratory is a division of the California Institute of Technology operating under two prime contracts with the United States Govern- ment, National Aeronautics and Spdce Administration (NASA). All of the facilities and equipment of the Labora- tory are owned by NASA. The California Institute of Technology provides all necessary personnel for the de- sign, development, assembly and/or manufacture of various pieces of space equipment on behalf of NASA. My duties as Contract Negotiator include responsibility for procur- ing janitorial maintenance services. I have personal knowl- edge of the activities of the Jet Propulsion Laboratory and the importance which janitorial maintenance contracting services play in these activities. 2. The activities of the Jet Prepulsion Laboratory are interstate and international in character. The Laboratory is engaged in the research, development and manufacture of spacecraft, communications systems and support operations for the conduct of the unmanned exploration of space. In performing this function for NASA, the Jet Propulsion Laboratory performs a research and development function and subcontracts for the production of approximately 90 percent of the physical components of the spacecraft. Parties to these subcontracts are institutions and corpo- rations found in many states of the United States. For example, in fiscal 1970 contracts with out-of-state institutions and corporations amounted to $58 million. All of the space- eraft components, some of which are produced at the Jet Propulsion Laboratory, are assembled at the Jet Propul- sion Laboratory in Pasadena into the finished spacecraft. It is then transported to Cape Kennedy, Florida before its interplanetary journey. The Jet Propulsion Laboratory is clearly engaged in interstate commerce. 3. From January 1, 1970 through December 11, 1970, the Jet Propulsion Laboratory had in effect Contract No. 952696 with the Benton Maintenance Company which originally 59 60 provided for an authorized expenditure of $1.3 million and was ammended to authorize an expenditure of $2.15 under which Benton provided janitorial maintenance services to the Laboratory including assembly and manufacturing areas within the facility. (A copy of this contract secured from the files of the Jet Propulsion Laboratory is attached as part of this affidavit.) In addition to the services specified in Contract No. 952696, the Jet Propulsion Laboratory often called upon Benton to supply janitorial maintenance contracting services for special cleaning situations and in emergencies, known in the trade as ‘‘tag jobs.’’ ; 4. Benton Maintenance Company also provided all ma- terial and equipment necessary-to its performance under the contract. These supplies were purchased on behalf of the Laboratory and became the property of the United States upon receipt at the Laboratory. 5. The Jet Propulsion Laboratory depended upon the expertise of Benton in designing efficient and effective work routines which would improve upon those specified in the contract. In this regard Benton developed a system of allocating maintenance functions which considerably lowered the cost of this service while maintaining the necessary high quality. The development of this system was important to the continuing contractual relationship between NASA and the California Institute of Technology. The expertise in designing work routines is a valued expertise of the janitorial maintenance contractor. — 6. The Jet Propulsion Laboratory under separate con- tracts periodically called upon Benton’s specialized knowl- edge, capabilities and equipment to perform janitorial main- tenance services in support of ‘‘clean rooms,’’ specialized laboratories and the spacecraft assembly facility. These rooms and facilities maintain an extra level of cleanliness essential to the development and manufacture of highly technical scientific equipment. The development or assembly of scientific equipment in these rooms could have been seriously impaired by improper maintenance. This special- ized cleaning is critical to the operation of these facilities. In addition Benton Maintenance performed janitorial main- tenance services in support of other assembly and manuv- facturing areas within the NASA facility. 7. Pursuant to Contract No. 952696 Benton removed various waste materials from laboratory, office and assembly areas within the Laboratory. These materials included we wa Se ' _— wae — a= ae S.C SS ee ee i | 1 61 small packaging materials, cartons as well as waste paper. Substantial quantities of these materials are believed to move directly to the Jet Propulsion Laboratory from out- side the State of California. 8. The Jet Propulsion Laboratory is an enterprise in interstate commercial activities. We awarded the contract to Benton to obtain its specialized knowledge, capabilities and expertise on the basis of meeting the conditions of our Invitation For Bids and Benton’s low price. The services provided by Benton were an essential part of the integrated operations of the Laboratory. As such, Benton played an essential part in support of the Jet Propulsion Laboratory’s role in the United States’ ex- ploration of space. /s/ Raymond Hernandez Raymonp HERNANDEZ (Jurat Omitted in Printing) Arripavit or CHares W. Mox.ey Caries W. Moxtey, being first duly sworn, deposes and says: 1. Since September of 1965, I have served in various supervisory capacities within the Plant Services Depart- ment of North American Rockwell Corporation, 12214 Lakewood Boulevard, Downey, California. In February of 1973, the name North American Rockwell Corporation was changed to Rockwell International. For convenience North American Rockwell Corporation and Rockwell International subsequently will be referred to as Rockwell. As part of my duties, I have been responsible for the operations of the Plant Services Department of the Space Division of Rock- well and for the initiation of requests for the purchase of contracted janitorial services. I have knowledge of the business of Rockwell and particularly of the activities of the Space Division during the aforesaid period. I thoroughly understand the important relationship between janitorial maintenance services and the overall operations of Rock- well. 4 2. Rockwell is a national and multi-national corporation engaged in the design, engineering, development, production and interstate distribution of various products including automotive parts, single- and multi-engine aircraft, space- craft, launch vehicles, ground support equipment, com- puters, radars and other electronic systems for aircraft and space vehicles, rocket engines, nuclear reactors and power systems, textile machinery and various components for in- dustrial equipment. During the period January, 1969 through June 30, 1970, Rockwell maintained general offices in E] Segundo, California. The computer facilities for the _ corporate operations of Rockwell in the western United States are maintained within the buildings occupied by the Space Division in Downey, California. These computer facilities provide electronic data processing for the design, development, production and interstate distribution of the products listed above. ett 3. During the period May, 1969 through June 30, 1970, the Space Division of Rockwell was engaged in interstate and international activities relating to the development and production of the Apollo command and service modules, the S-II stage of the Saturn Launch System and various 62 63 other components of space vehicles. In producing these products the Space Division occupied offices, laboratories and manufacturing facilities in Downey, California and Seal Beach, California. These buildings contain more than 8,200,000 sq. ft. and include multi-level buildings for the assembly of rocket systems, research and engineering laboratories, computer facilities, corporate management offices and other manufacturing and assembly areas for highly technical aerospace equipment. The Plant Services Department is responsible for the overall maintenance, con- struction and repair of buildings occupied by the Space Division. These functions include the repair of manu- facturing equipment, the construction and repair of build- ings and fixtures, as well as custodial maintenance. 4. The interstate activities of the Space Division are earried on by an integrated system of management, design, engineering, production, distribution and other functions, each of which plays an indisnensahle role in the ultimate development of products by Rockwell. Some of these func- tions are service functions which support and/or direct manufacturing operations. The management of the Space Division, including the management of purchasing, quality control, personnel, production and distribution, performs a vital service without which no products could be manu- factured. This is also true of design and engineering services, data processing services and plant services. With- out these services integrated into a cohesive manufacturing system, the Space Division could not operate efficiently hor compete in the market for its prodvcts. The Plant Services Department falls under the direct supervision of the production management of the Space Division and works together with the other functional divisions of the Space, Division toward the ultimate production of aerospace vehicles and equipment. 4. The Plant Services Department maintains the elec- trical and water systems, the heat and air conditioning equipment, the steam generation facilities, the gas and oxygen systems and other such systems within the offices, laboratories and manufacturing areas within the Space Division facilities. The Department also maintains the vehicular equipment operated by the Space Division as well as the manufacturing equipment. 5. In the performance of custodial maintenance, the Plant Services Department also performs services which are 64 directly involved in the assembly and testing of manv- factured parts and systems, For example; the Space Divi- sion operates eight ‘‘clean rooms”? in which highly sensitive aerospace equipment is assembled and tested. At least one of these rooms presently requires a cleanliness level of less than 160,000 dust particles per cubic foot of air. The maintenance of these rooms is a highly refined activity involving specializing training, techniques and equipment. Maintenance employees cleaning these rooms must wear head coverings, smocks and shoe coverings and are given an air shower before entering the clean room. The employees must utilize specialized vacuum cleaners, chamois mops and chemically treated dusting gloves in cleaning these rooms. The manufacturing and testing operations within clean rooms are such that if the particulate level within the room is exceeded the room must be shut down for cleaning. 6. Another area within the Space Division facilities which requires an extremely high level of cleanliness is the West- ern Corporation Computer Center. The breakdown of the data processing equipment in this facility severely burdens and interrupts the operations of Rockwell] International. In fact, it is personnel in the corporate offices in Pittsburgh, Pennsylvania who first notice and complain when this com- puter malfunctions, Other data processing equipment is operated by the Space Division in the Flight Simulation Laboratory. This Laboratory features three analogue con- . puters which electronically simulate inflight conditions. is room and other data processing centers within the Space Division are an integral part of the design and pro- duction of space equipment and proper maintenance of these rooms is critical to the efficient operations of the computers. 7. The removal of trash and waste products from offices, laboratories and manufacturing areas is also an important part of the effective use of these areas. 8. The management of the Plant Services Department of the Space Division considers subcontracting for custodial and other maintenance services. to be distinctly ad- vantageous. We would subcontragt most or all of these activities were it not for the existence of a-binding labor agreement with the International ‘Union, United Auto- mobile, Aerospace and Agricultural Implement Workers of America (UAW). Article XXV° of this agreement, a copy of which is attached as a part of this affidavit, pro- 65 hibits Rockwell from subcontracting for janitorial mainten- ance work for longer than two months in duration. Only when the work to be performed is beyond the experience or equipment capabilities of Rockwell or when there are in- sufficient Rockwell personnel to perform the work may it be subeontracted. The principal reasons for this preference for subcontracted janitorial services are as follows: Self- maintenance places an excessive drain on management resources, in contrast to the ability of a subcontractor to provide virtually all of the management and supervision function. Rockwell does not have access to a labor pool as large or as motivated as the janitorial contractor and Rock- well’s custodial work force has an unusually high turnover. One reason for this is that during periods of layoffs any senior employee may ‘‘bump”’ a junior custodial employee. In addition, in hiring new custodial employees it often requires six to ten weeks for Rockwell to process an appli- cant before he is able to begin his employment. The most compelling reason for this preference, however, is the significant cost advantage incident to subcontracting for custodial services. Under the UAW contract, Rockwell has a significantly higher wage rate for custodial employees and earries a fringe benefit cost of approximately 50 per cent of the average hourly rate. As a result of the factors listed above, the Space Division would subcontract for most or all of its janitorial services if it were permitted to do so. 9. Despite the limitations on subcontracting, during the period January, 1969 through June 30, 1970, Benton per- formed a significant amount of contracted janitorial services for the Space Division. These services included ‘‘high dust- ing’’ and the cleaning of work benches in the world largest clean room located in Rockwell’s Building 290. Benton performed high dusting in manufacturing areas within Rockwell’s Seal Beach, California facility in which S-II rockets, a part of the Saturn Launch System, were assem- bled. Benton also performed high dusting and other main- tenance functions in other clean rooms and manufacturing areas. High dusting is one service for which Rockwell is able to contract on an annual basis as it has never been performed by UAW members. High dusting requires large inputs of staging equipment and personnel which Rockwell ‘does not have available. Moreover, a distinct expertise is required to perform this operation which Rockwell person- - nel do not possess. High dusting in the clean room of 66 Building 290 is vital to the assembly and testing operations performed therein. i services performed by Benton in maintaining these clean rooms and manufacturing facilities are indistinguishable from the operations: of the Plant Services Department in terms of their importance to the design, development and manufacturing functions which take place in these facilities. \ 10. Most of the plants operated by Space Division and a significant amount of the manufacturing equipment are owned by the National Aeronautics Space Administration (NASA). Rockwell operates these plants under contract to NASA. NASA audits the operations of the Plant Services Department and the quality of the maintenance of these plants and equipment. As a result, the proper maintenance of these facilities is important to the continuing contractual relationship between NASA and Rockwell International. /s/ Charles W. Moxley Cartes W. Moxey (Jurat Omitted in Printing) metre ante emma MASTER AGREEMENT between NORTH AMERICAN ROCKWELL CORPORATION AEROSPACE AND ELECTRONICS GROUPS and the INTERNATIONAL UNION, UNITED AUTOMOBILE, _ AEROSPACE & AGRICULTURAL IMPLEMENT WORKERS OF AMERICA (UAW) Effective December 5, 1971 ARTICLE XXV SUBCONTRACTING resented by the Union for the term of this Agreement in accordance with the provisions of such revised program. ARTICLE XXV. SUBCONTRACTING The Company agrees that it will not subcontract mainte- nance work operations to he performed on Company premises when such subcontract covers continuing work ‘operations to. ~ be performed for longer than two (2) months and when the work operations involved have normally been performed by employees in the bargaining unit, unless a sufficient number of employces are not available to perform such work opera- tions within the time required. ARTICLE XXVI SELECTED SKILLS PROGRAM 1. A Selected Skills Program, together with a Sclected Joint Apprentice Committee Agreement providing, as set forth herein, an apprenticeship training program and amendments to Article XVI, Wages and Article XVII, Hours and Special Pay Provisions in their application to such Program and Agreement, have been agreed to by the parties. 2. The following classifications are among those Selected Skills classifications being considered for apprenticeship. For purposes vf Selected Skills treatment, only certain lower level classifications (if any) related to each of the Selected Skills classifications will be identified for the crediting of time to- ward becoming a journeyman as noted below. 142 Arripavit or Joun Bian Joun Bram, being first duly swort, deposes and says: 1. Continuously since March 1964, I have held my present position of Procurement Supervisor of Central Purchasing for North American Rockwell Corporation and Rockwell International, 2201 Seal Beach Boulevard, Seal Beach, California. In February of 1973 the name North American Rockwell Corporation was changed to Rockwell Inter. national. As part of my duties, I have been responsible for the procurement of janitorial maintenance services, I have general knowledge of the business of Rockwell International and particularly of the activities of the Space Division during the aforesaid period. I recognize the relationship between janitorial services and the overall operations of Rockwell International. 2. During the period May 1969 through June 30, 1970, the activities of the Space Division of North American Rockwell Corporation were interstate and international in character. During the period, the Space Division was engaged in the design, engineering, development, production and interstate distribution of various products for manned and unmanned spacecraft including the Apollo command and service modules, the S-IT stage of the Saturn Launch System and various other components of spacecraft, lannch vehicles and rocket engines in the Apollo/Saturn and other programs. In support of these operations, in fiscal year 1970 the Space Division committed procurements of $75,743,222 for raw materials, supplies, equipment and com. ponent parts, substantial quantities of which were pur- chased outside the State of California. 3. Several of the buildings in which the Benton Com- panies performed janitorial services for North American Rockwell are buildings owned by National Aeronautics and Space Administration (NASA). Most of the manufacturing equipment located in these plants and the products manv- factured therein are the property of NASA and the United States Government. ; 4. Rockwell International maintains a Plant Services Department which is responsible for maintenance oper- ations in the buildings operated by the Space Division. The janitorial services supplied by the Benton Companies prior to June 30, 1970 were services in direct support of Plant 68 nO NR Ao ge SS, EE Se es ee a ak ee ee ee ee a a a ae 69 / p Services Department personnel and were often services that were beyond the current equipment and personnel capa- bilities of the Plant Services Department. For example, in 1970 Benton Maintenance Company provided ‘‘high dust- ing’’ services in areas in which S-II rockets were manu- factured and assembled before transfer to Cape Kennedy, Florida. These services included the general cleaning and dusting of. ceilings, sky lights, ceiling equipment, and fix- tures. ‘‘high-dusting’’ requires a considerable amount of ‘ seaffolding on ‘‘staging’’ equipment and large numbers of employees. We chose to utilize Benton’s specialized equip- ment and experience to accomplish this task on the basis of Benton’s low bid in response to Rockwell’s Invitations To Bid. ' , : 5. I am generally aware that a high degree of cleanliness is required in the manufacture of space vehicles and aero- space systems. For example, the Space Division operates the world’s largest ‘‘clean room”’ located in Building No. 290 in the NASA complex of buildings in Downey, Cali- fornia. In this room, the command and service modules for the Apollo spacecraft are assembled and tested. This room and other ‘‘clean rooms’’ operated by Rockwell contain test stands, work stands and assembly operations which require a very high maintenance quality level. Prior to June 30, 1970, Benton periodically was awarded contracts for the cleaning of such work stands, ‘high dusting’’ and other maintenance operations within the ‘‘clean room’’ of Buileine No. 290 and the other ‘‘clean rooms’’ operated by Rockwell. Benton also performed maintenance operations in areas in which S-II rockets were assembled and in areas which included research and engineering testing labora- tories. I periodically receive calls from Plant Services personnel stating that it will be necessary to cease oper- ations in these ‘‘clean rooms’’ and in other manufacturing areas if the areas are not properly cleaned. Based upon assertions by responsible Plant Services personnel, it is my understanding that maintenance operations within such areas act in direct support of the production of goods which are engineered and manufactured to extremely close toler- ances. oD 6. The services provided by the Benton employees were indistinguishable from the services performed by personnel working in Rockwell’s plant services department in terms of 70 ‘their importance to the operations ‘of Rockwell Inter. national. . ; 7. I have found Benton to be a strong competitor in competitive bidding in response to Rockwell’s invitations for bids, and in the provision of high quality services, Benton had a particularly high quality of field supervision which is @ valued feature of a janitori [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386414_0463%3A01. Public record. Not legal advice.