United States v. Pilkington plc and Pilkington Holdings Inc.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Pilkington plc and Pilkington Holdings Inc.;

Proposed Final Judgment and Competitive Impact Statement

Notice is hereby given pursuant to the Antitrust Procedures and

Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment,

Stipulation, and Competitive Impact Statement have been filed with the

United States District Court for the District of Arizona at Tucson in

United States v. Pilkington plc and Pilkington Holdings Inc., Civil No.

94-345 TUC-WDB as to both defendants.

The Complaint alleges that the defendants violated Sections 1 and 2

of the Sherman Act by restraining exports of float glass design and

construction services by enforcing territorial and other restraints in

license agreements entered into long ago that are now unjustified by

sufficiently valuable intellectual property rights. Most of the

agreements are more than 20 years old.

The proposed Final Judgment enjoins defendants from enforcing

license provisions that restrain their United States-based licensees'

freedom to use float glass technology anywhere in the world, and from

enforcing license restrictions against their other licensees that

restrain the licensees' freedom to use float glass technology in the

United States. It also enjoins defendants from asserting any

proprietary know-how rights in such technology against individuals or

firms in the United States who are not licensees.

Float glass technology is used to make over 90 percent of the glass

used for windows, windshields, architectural panels, and mirrors.

Public comment on the proposed Final Judgment is invited within the

statutory 60-day comment period. Such comments and responses thereto

will be published in the Federal Register and filed with the Court.

Comments should be directed to Gail Kursh, Chief, Professions and

Intellectual Property Section, room 9903, U.S. Department of Justice,

Antitrust Division, 555 4th Street, NW., Washington, DC 20001

(telephone: 202/307-5799).

Constance K. Robinson,

Director of Operations, Antitrust Division.

United States District Court for the District of Arizona

United States of America, Plaintiff, v. Pilkington plc and

Pilkington Holdings Inc., Defendants. Civil Action No. 94-345.

Filed: May 25, 1994. Judge Browning.

Stipulation

It is stipulated by and between the undersigned parties, by their

respective attorneys, that:

1. The Court has jurisdiction over the subject matter of this

action and over each of the parties hereto, and venue of this action is

proper in the District of Arizona;

2. The parties consent that a Final Judgment in the form hereto

attached may be filed and entered by the Court, upon the motion of any

party or upon the Court's own motion, at any time after compliance with

the requirements of the Antitrust Procedures and Penalties Act (15

U.S.C. 16), and without further notice to any party or other

proceedings, provided that Plaintiff has not withdrawn its consent,

which it may do at any time before the entry of the proposed Final

Judgment by serving notice thereof on Defendants and by filing that

notice with the Court; and

3. Defendants agree to be bound by the provisions of the proposed

Final Judgment pending its approval by the Court. If the Plaintiff

withdraws its consent or if the proposed Final Judgment is not entered

pursuant to this Stipulation, this Stipulation shall be of no effect

whatsoever, and the making of this Stipulation shall be without

prejudice to any party in this or in any other proceeding.

Dated this 25th day of May, 1994.

For Plaintiff The United States of America.

Robert E. Litan,

Deputy Assistant Attorney General.

Mark C. Schecther,

Deputy Director of Operations.

Gail Kursh,

Chief, Professions & Intellectual Property Section.

David C. Jordan,

Assistant Chief Professions & Intellectual Property Section.

K. Craig Wildfang,

Special Counsel to the Assistant Attorney General, Antitrust

Division.

Kurt Shaffert,

Thomas H. Liddle,

Molly DeBusschere,

John B. Arnett, Sr.,

M. Lee Doane,

Attorneys, U.S. Dep't. of Justice, Antitrust Division, room 9903,

J.C.B. 555 4th Street, N.W., Washington D.C. 20001, 202/307-0467.

For the Defendants:

Rober E. Leverton,

Chief Executive, Pilkington plc.

Peter H. Grunwell,

Director, Plikington Holdings Inc.

John H. Shenefield,

Counsel for Defendants, Pilkington plc and Pilkington Holdings, Inc.

United States District Court for the District of Arizona

United States of America, Plaintiff, v. Pilkington plc; and

Pilkington Holdings Inc., Defendants. Civil Action No. 94-345.

Filed: May 25, 1994, Judge Browning.

Final Judgment

Plaintiff, the United States of America, having filed its Complaint

on May 25, 1994, and plaintiff and defendants, by their respective

attorneys, having consented to the entry of this Final Judgment without

trial or adjudication of any issue of fact or law, and before the

taking of any testimony in this action, and without this Final Judgment

constituting any evidence against or an admission by any defendant to

any such issue;

And defendants having agreed to be bound by the provisions of this

Final Judgment pending its approval by the Court;

Therefore, before the taking of any testimony and without trial or

adjudication of any such issue of fact or law herein, and upon consent

of the parties hereto, it is hereby

ORDERED, ADJUDGED, and DECREED as follows:

I

Jurisdiction

This Court has jurisdiction of the subject matter of this action

and of each of the parties consenting hereto. The Complaint states a

claim upon which relief may be granted against defendants under

sections 1, 2 and 6a of the Sherman Antitrust Act, 15 U.S.C. 1, 2, 6a.

II

Definitions

As used in this Final Judgment:

A. ``Agreement'' means any contract, agreement or understanding,

whether oral or written, or any term or provision thereof.

B. ``Confidentiality'' means the non-disclosure of information

under an agreement, undertaking or obligation arising under applicable

law to maintain its secrecy and/or limit its use.

C. ``Fees'' means money paid to the defendants for the right to use

FLOAT TECHNOLOGY, including, but not limited to, royalties, lump sum

payments and line fees.

D. ``Final Award'' means the Final Award dated August, 1992 in the

arbitration proceedings between PPG Industries, Inc. and PILKINGTON.

E. ``Flat Glass'' means glass formed in a flat shape and glass

formed flat and then bent or curved.

F. ``Float Glass'' means FLAT GLASS manufactured by floating molten

glass on the surface of a bath of molten metal.

G. ``Float Technology'' means float process technology in existence

on or before the date of the STIPULATION that is appropriate and useful

for the design, construction, and/or operation of a float bath used in

making FLOAT GLASS.

H. ``Foreign Licensee'' means any LICENSEE that is not a U.S.

LICENSEE.

I. ``Licensee'' means any person, company, or entity that has

entered into a LICENSE AGREEMENT with PILKINGTON.

J. ``License Agreement'' means any AGREEMENT, whether or not

denominated as such, in being as of the date of the STIPULATION, that

provided or provides for, or acknowledges or recognizes, the licensing

of, or the right to use, FLOAT TECHNOLOGY for the manufacture of FLOAT

GLASS, including, without limitation, any AGREEMENT (i) For

sublicensing or (ii) for settling any dispute regarding rights to FLOAT

TECHNOLOGY.

K. ``Limitations'' means: (1) Any limitation, or restriction of

territories, fields, markets, or customers for the design and

construction, or supervision of construction, of FLOAT GLASS plants, or

the manufacture of FLOAT GLASS; and/or (2) any restriction or

limitation, or purported restriction or limitation of the use of FLOAT

TECHNOLOGY, whether the result of an affirmative prohibition or a

limited authorization.

L. ``Non-licensee'' means any person, company, or entity which has

not entered into a LICENSE AGREEMENT with PILKINGTON.

M. ``North America'' means the United States of America, Canada and

the Republic of Mexico.

N. ``Pilkington'' means Defendant Pilkington plc.

O. ``Stipulation'' means the stipulation entered into by the

parties to this action dated May 25, 1994.

P. ``Subject Float Technology'' means FLOAT TECHNOLOGY that in

relation to any given LICENSEE was disclosed to that LICENSEE under its

LICENSE AGREEMENT other than FLOAT TECHNOLOGY disclosed by PILKINGTON

to any U.S. LICENSEE while PILKINGTON owned 50% or more of that U.S.

LICENSEE.

Q. ``U.S. Licensee'' means any LICENSEE that was or is incorporated

in the United States or had or has its principal place of business in

the United States, but shall not include any subsidiaries, affiliates

or parents of any such LICENSEE nor any person while it is a

subsidiary, affiliate or parent of any defendant. For purposes of this

definition, an ``affiliate'' is an entity in which a person has an

equity interest, directly or indirectly, of 50% or less; a

``subsidiary'' is an entity in which a person has an equity interest,

directly or indirectly, of more than 50%; a ``parent'' is an entity

that has, directly or indirectly, more than 50% of the equity interest

of another entity.

R. ``U.S. Non-Licensee'' means any NON-LICENSEE that is domiciled

or incorporated in the United States and that has its principal place

of business in the United States.

III

Applicability

This Final Judgment applies to defendants and to each of their

officers, directors, agents, employees, subsidiaries, successors and

assigns; and to all other persons in active concert or participation

with any of them who shall have received actual notice of this Final

Judgment by personal service or otherwise.

IV

Injunction

Defendants are enjoined and prohibited as follows:

A. U.S. Licensees

1. Except as provided in subparagraph A.4. hereof, no defendant

shall enter into, maintain, enforce or claim any right under any

AGREEMENT to the extent such AGREEMENT requires, or purports to

require, any U.S. LICENSEE to pay FEES, observe LIMITATIONS, or

maintain CONFIDENTIALITY (subject to subparagraph A.3.) with respect to

the use or sublicensing of any SUBJECT FLOAT TECHNOLOGY.

2. Except as provided in subparagraph A.4. hereof, no defendant

shall assert against any U.S. LICENSEE any proprietary FLOAT TECHNOLOGY

know-how rights (including any claim of CONFIDENTIALITY, subject to

subparagraph A.3.) that it may have or claim with respect to any:

(a) Subject Float Technology; or

(b) FLOAT TECHNOLOGY not disclosed directly to that U.S. LICENSEE

but otherwise in the possession of that U.S. LICENSEE unless for each

item or combination of items thereof

(i) it has a good faith argument that such item, or combination of

items, is a trade secret under applicable law, and

(ii) it has a good faith argument that it has been acquired in

breach of CONFIDENTIALITY or otherwise unlawfully.

3. Defendants may assert against U.S. LICENSEES a claim of breach

of CONFIDENTIALITY in respect of SUBJECT FLOAT TECHNOLOGY, but only if

the claim is made as to that which is a trade secret under applicable

law and is either:

(a) Based upon a U.S. LICENSEE's failure to make lawful and

commercially reasonable efforts to preserve the CONFIDENTIALITY of

SUBJECT FLOAT TECHNOLOGY; or

(b) Based upon a U.S. LICENSEE'S failure to include in any

AGREEMENT transferring FLOAT TECHNOLOGY a lawful and commercially

reasonable provision requiring the transferee to maintain the

CONFIDENTIALITY of the transferred FLOAT TECHNOLOGY.

4. The provisions of subparagraphs A.1. and A.2. hereof shall not

preclude in any way defendants from pursuing fully any claims for an

account of profits, damages or any other monetary relief based on

conduct occurring before the date of the STIPULATION in any proceedings

instituted before that date.

B. U.S. Non-Licensees

1. No defendant shall enter into or enforce any AGREEMENT with any

employee, contractor, supplier, consultant, or the like who is a U.S.

NON-LICENSEE that contains any obligation of CONFIDENTIALITY to or for

the benefit directly or indirectly of PILKINGTON with respect to FLOAT

TECHNOLOGY, or any covenant to refrain from competing or engaging in

any line of business relative to FLOAT TECHNOLOGY, that is of longer

duration or greater scope than permitted under applicable law, provided

that plaintiff agrees that defendants shall not be in contempt of this

Final Judgment if they enter into or seek to enforce any such AGREEMENT

based on a good faith argument that such AGREEMENT is permitted by

applicable law.

2. No defendant shall assert against U.S. NON-LICENSEES (other than

in respect of AGREEMENTS referred to in subparagraph B.1. above) any

proprietary FLOAT TECHNOLOGY know-how rights (including any claim of

CONFIDENTIALITY) that it may have or claim with respect to any FLOAT

TECHNOLOGY disclosed by PILKINGTON to any U.S. LICENSEE, unless for

each item or combination of items thereof:

(a) Defendant has a good faith argument that such item, or

combination of items, is a trade secret under applicable law;

(b) Defendant has a good faith argument that such item, or

combination of items, has been acquired in breach of CONFIDENTIALITY or

otherwise unlawfully;

(c) Defendant has, within fourteen (14) days after any such

assertion:

(i) Made a showing in writing to the Department of Justice,

Antitrust Division in support of the arguments described in

subparagraphs 2(a) and 2(b), above;

(ii) Identified, enumerated, and described such item or combination

of items (in sufficient detail and with sufficient clarity to

distinguish them from information not a trade secret under applicable

law) on a list submitted to the Antitrust Division and to the U.S. NON-

LICENSEE against whom such right is asserted; and

(d) Such U.S. NON-LICENSEE is unwilling to make lawful and

commercially reasonable efforts to maintain the CONFIDENTIALITY of any

such item or combination of items for which it has received actual

notice of a defendant's claim of proprietary rights therein pursuant to

subparagraph 2(c)(ii), above, and for which a defendant has made the

requisite showing pursuant to subparagraph 2(c)(i), above.

C. Agreements with Foreign Licensees

No defendant shall enter into, maintain, enforce or claim any right

under any AGREEMENT to the extent such AGREEMENT contains any

LIMITATIONS on a FOREIGN LICENSEE regarding its use or sublicensing of

any FLOAT TECHNOLOGY that would have the effect of prohibiting or

limiting the manufacture of FLOAT GLASS in NORTH AMERICA, provided that

defendants may charge commercially reasonable and non-discriminatory

FEES for the use or sublicensing of FLOAT TECHNOLOGY other than that

disclosed by PILKINGTON to a U.S. LICENSEE; and provided further that a

defendant may enforce CONFIDENTIALITY against any FOREIGN LICENSEE for

use of FLOAT TECHNOLOGY, but, with respect to FLOAT TECHNOLOGY

disclosed by PILKINGTON to a U.S. LICENSEE, only to the extent that the

defendant has a good faith argument that the items or combination of

items of such FLOAT TECHNOLOGY involved are trade secrets under

applicable law.

D. Exports to the United States

No defendant shall, with the intent of restraining or limiting the

amount of exports of FLOAT GLASS to the United States:

1. assert any proprietary FLOAT TECHNOLOGY know-how rights with

respect to SUBJECT FLOAT TECHNOLOGY or

2. enter into, maintain, enforce or claim any right under any

AGREEMENT with any LICENSEE.

E. Price of Float Technology

No defendant shall enter into, maintain or enforce any AGREEMENT

that fixes, maintains or stabilizes the price to be charged for the use

of any FLOAT TECHNOLOGY in the United States.

F. Representations

With respect to all FLOAT TECHNOLOGY disclosed by PILKINGTON to any

U.S. LICENSEE, no defendant shall represent to any person anywhere in

the world that the person will or may incur liability to any defendant

as a result of that person using, or contracting for the use of, or

financing, facilitating, or promoting another person's use of such

FLOAT TECHNOLOGY insofar as the same is acquired directly from any U.S.

LICENSEE or any U.S. NON-LICENSEE provided that nothing shall limit or

restrict any defendant from representing, claiming or enforcing any

right to which either defendant may now or hereafter be entitled other

than as is expressly enjoined by this Final Judgment.

G. Public Domain

1. Within sixty (60) days of the entry of this Final Judgment,

PILKINGTON shall identify the FLOAT TECHNOLOGY found to be public

knowledge in the FINAL AWARD to the Department of Justice, Antitrust

Division; to all U.S. LICENSEES; and to all U.S. NON-LICENSEES who

shall request the same in writing.

2. In the event that SUBJECT FLOAT TECHNOLOGY is: (a) Formally

acknowledged in writing by PILKINGTON to be in the public domain, or

(b) is determined to be in the public domain in a final award in any

arbitration proceedings to which PILKINGTON is a party or (c) is held

to be in the public domain in any proceedings to which PILKINGTON is a

party conducted in a court of competent jurisdiction and provided that

any such determination or holding is an essential relevant part of a

final non-appealable decision or judgment binding upon PILKINGTON, then

within sixty (60) days of such acknowledgment, award for judgment

PILKINGTON shall send notice thereof identifying such public domain

FLOAT TECHNOLOGY to the Department of Justice, Antitrust Division; to

all U.S. LICENSEES; and to all U.S. NON-LICENSEES who previously made a

request pursuant to subparagraph G.1. above.

H. Patents

Nothing in this Paragraph IV shall be construed to apply to any

lawful use of any patent or any patent right to which defendants may

now or hereafter be entitled.

I. Construction

Nothing in this Paragraph IV shall be considered by implication

either to permit or to prohibit any agreements, conduct or practices

not expressly covered by this Final Judgment. Nothing in this Paragraph

IV shall be construed as permission to engage in conduct that is not

lawful, or as legalizing otherwise unlawful conduct nor as a

determination that any conduct affected or subject to this Paragraph IV

is unlawful. The legality or illegality of any conduct not expressly

covered by this Final Judgment is left unaffected by the entry of this

Final Judgment.

J. Records

During the term of this Final Judgment defendants shall maintain a

file in the United States at the offices of defendant Pilkington

Holdings Inc. containing the documents created or received after the

date of this Final Judgment and identified further in this paragraph

and during the term of this Final Judgment shall produce the same to

the Department of Justice, Antitrust Division within sixty (60) days of

a written request given to defendants at the principal office of

Pilkington Holdings Inc., subject to any lawful privilege:

1. A copy of each LICENSE AGREEMENT entered into or amended;

2. A copy of each complaint (or its equivalent) filed in any

proceeding, and each other document in which defendants asserted

against any U.S. LICENSEE or U.S. NON-LICENSEE any proprietary FLOAT

TECHNOLOGY know-how rights (including any claim of CONFIDENTIALITY);

3. A copy of each document constituting or containing a

determination in any proceeding, or any acknowledgement by defendants

that any item or combination of items of FLOAT TECHNOLOGY is, or has

become, publicly known.

4. A copy of each document constituting or containing: (a) Any

request for the communication of FLOAT TECHNOLOGY or a grant of rights

to FLOAT TECHNOLOGY for the manufacture of FLOAT GLASS or sublicensing

from any U.S. LICENSEE or U.S. NON-LICENSEE, and (b) defendant's

response to any such request.

V

Notification

Within sixty (60) days after the entry of this Final Judgment,

defendants shall either: (a) Deliver by certified or registered mail to

each person to whom it has granted a LICENSE, or with whom it has

entered into any confidentiality agreement pertaining to FLOAT GLASS,

including without limitation equipment fabricators, suppliers, and

employees a copy of this Final Judgment and the accompanying

Competitive Impact Statement; or (b) cause to be published in one or

more journals a copy of this Final Judgment or a summary of this Final

Judgment, which journals and summary shall be agreed upon by plaintiff

and defendants, and defendants shall promptly certify in writing to

plaintiff the fact of their compliance with this provision.

VI

Reporting

A. To determine or secure compliance with this Final Judgment, duly

authorized representatives of the plaintiff shall, upon written request

of the Assistant Attorney General in charge of the Antitrust Division,

on reasonable notice given to defendants at their principal office,

subject to any lawful privilege, be permitted:

1. Access during normal office hours to inspect and copy all books,

ledgers, accounts, correspondence, memoranda and other documents and

records in the possession, custody, or control of defendants, which may

have counsel present, relating to any matters contained in this Final

Judgment. PILKINGTON may elect, with respect to any such materials as

may be located outside the United States of America at the time it

receives such notice, to provide such access at a location within the

United States that is reasonably acceptable to the duly authorized

representative in lieu of providing access at the situs of the

materials.

2. Subject to the reasonable convenience of defendants and without

restraint or interference from it, to interview officers, employees, or

agents of defendants, who may have counsel present, regarding any

matters contained in the Final Judgment. PILKINGTON may elect to make

available for such interviews those of its officers, employees, or

agents whose regular work station is outside the United States of

America at a location within the United States that is reasonably

acceptable to the duly authorized representative.

B. Upon written request of the Assistant Attorney General in charge

of the Antitrust Division, on reasonable notice given to defendants at

their principal office, subject to any lawful privilege, defendant

shall submit such written reports, under oath if requested, with

respect to any matters contained in this Final Judgment.

C. No information or documents obtained by the means provided by

this Section VI shall be divulged by the plaintiff to any person other

than a duly authorized representative of the Executive Branch of the

United States government, except in the course of legal proceedings to

which the United States is a party, or for the purpose of securing

compliance with this Final Judgment, or as otherwise required by law.

D. If at the time information or documents are furnished by

defendant to plaintiff, defendant represents and identifies in writing

the material in any such information or document to which a claim of

protection may be asserted under Rule 26(c)(7) of the Federal Rules of

Civil Procedure, and defendant marks each pertinent page of such

material ``Subject to claim of protection under Rule 26(c)(7) of the

Federal Rules of Civil Procedure,'' then 10 days' notice shall be given

by plaintiff to defendant prior to divulging such material in any legal

proceeding (other than a grand jury proceeding) which defendant is not

a party.

VII

Further Elements of Judgment

A. This Final Judgment shall expire on the tenth anniversary of its

entry.

B. Jurisdiction is retained by this Court over this action and the

parties thereto for the purpose of enabling any of the parties thereto

to apply to this Court at any time for further orders and directions as

may be necessary or appropriate to carry out or construe this Final

Judgment, to modify or terminate any of its provisions, to enforce

compliance, and to punish violations of its provisions.

VIII

Public Interest

Entry of this Final Judgment is in the public interest.

Entered:____________---------------------------------------------------

UNITED STATES DISTRICT JUDGE

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United States District Court for the District of Arizona

United States of America, Plaintiff, v. Pilkington plc and

Pilkington Holdings Inc., Defendants. Civil Action No. 94-345,

Filed: May 25, 1994, Judge Browning.

Competitive Impact Statement

Pursuant to Section 2(b) of the Antitrust Procedures and Penalties

Act (15 U.S.C. 16(b)), the United States of America hereby files this

Competitive Impact Statement relating to the proposed Final Judgment

submitted for entry against Pilkington plc (``Pilkington'') and

Pilkington Holdings Inc., Pilkington's indirectly, wholly-owned

American subsidiary, in this civil antitrust action.

I

Nature and Purpose of the Proceeding

A. The Complaint

The government filed this civil antitrust suit on May 25, 1994,

alleging that defendants violated Sections 1 and 2 of the Sherman Act

by enforcing and maintaining agreements and understandings that

unreasonably restrain interstate and foreign trade in the construction

and operation of float glass plants and in float glass process

technology, and by monopolizing the world market for the design and

construction of float glass plants. Specifically, the Complaint alleges

that, without sufficiently valuable intellectual property rights and

through a network of bilateral patent and know-how license agreements

and various understandings with most other float glass manufacturers in

the world, defendants:

(a) Allocated and divided territories for, and limited the use of,

float glass technology worldwide;

(b) Interpreted and enforced the territorial and use restrictions

in the license agreements so that their combined effect prevented

competitors from using or developing competing float glass technology;

(c) Required competitors to prove that all of the licensed

technology had become publicly known before being relieved of the

territorial and use restrictions;

(d) Imposed and enforced restrictions on competitors' ability to

sublicense float glass technology;

(e) Imposed and enforced reporting and grant-back provisions in the

license agreements;

(f) Imposed and enforced restrictions on exports of glass by

licensees from and to the United States; and

(g) Continued enforcement of the territorial, use, and sublicense

restrictions indefinitely, even after no further licensing royalties

were payable and the licensed patents had expired.

The Complaint also alleges that Pilkington has monopolized the

world market for the design and construction of float glass plants

through license agreements that impose unreasonable restrictions on

licensees and by other predatory and exclusionary conduct. Finally, the

Complaint alleges that the conduct described above has had and

continues to have direct, substantial, and reasonably foreseeable

adverse effects on U.S. export trade and commerce in providing services

and related equipment and materials for the design and construction of

float glass plants outside the United States.

The prayer for relief seeks: (1) A declaration that the provisions

in Pilkington's license agreements with float glass manufacturers that

have the purpose or effect of limiting or restricting: (a) The

territory in which a manufacturer may make or sell float glass, or (b)

the use of float glass technology Pilkington originally disclosed to

that manufacturer, or derived therefrom, are illegal and unenforceable;

(2) an injunction against defendants' enforcing any such provisions;

(3) an injunction against defendants' (a) interfering with the efforts

of any person (i) in this country to provide or perform services for

the design or construction of float glass plants anywhere in the world,

or (ii) anywhere in the world to provide or perform services for the

design or construction of float glass plants in the United States

(including representing that such services would violate or infringe

defendants' intellectual property rights, (b) interfering with the

design, construction, or operation of any such plant or the sale or

shipment of glass from those plants, or (c) monopolizing or attempting

to monopolize the market for the design and construction of float glass

plants; and (4) costs.

B. The Technology Market Involved

Flat glass includes glass formed in a flat shape or bent or curved

for further fabrication and is used principally for windows in

dwellings and commercial buildings, automobile windshields and other

glass parts, architectural products, and mirrors. Almost all flat glass

currently sold worldwide is made by the ``float'' process, which

involves floating molten glass on the surface of a bath of molten

metal, usually tin, which is sealed with a protective atmosphere. In a

continuous process, molten glass is delivered to one end of the tin

bath and is removed at the opposite end as a continuous ribbon of flat

glass after cooling until it is rigid enough to retain its shape during

removal.

Commercial float glass manufacture requires relatively large-scale,

single-purpose plants that are not efficiently convertible to other

uses; and other manufacturing facilities are not efficiently

convertible to float glass production. The cost of designing and

constructing a typically-sized float glass plant, including equipment,

materials, and construction labor, is in the range of $100 to $150

million. During the years 1984-91, 55 new float plants were designed,

built, and placed in service worldwide; of those, nine are in North

America, including seven in the United States.

Between now and the end of the century, 30 to 50 new float glass

plants are planned or projected worldwide, amounting to expenditures of

as much as $5 billion. Many are expected to be built in developing

countries, where contracts are likely to be awarded to outside bidders

for plant design, engineering, construction, and construction

supervision services. Such services often include the specifying,

ordering, or procuring of process equipment and materials used in such

plants.

Persons in the United States would compete, if not restrained, for

the award of contracts to provide float glass design and construction

services. To the extent such persons successfully compete for contracts

to design and construct float glass plants to be built outside the

United States, the resulting U.S. export trade or commerce would

generate substantial domestic economic activity, including substantial

opportunities for domestic providers of engineering and design

services, equipment fabricators, and materials suppliers. It is

estimated that, when a U.S. firm designs and supervises construction of

a foreign plant costing roughly $100 million, approximately $35 to $50

million of that total eventually flows into the United States' economy

in orders for domestic materials, equipment, and services. It is

further estimated that, if not restrained, U.S. exporters of float

glass technology may be expected to obtain between 10 percent and 50

percent of the 30 to 50 new plants planned or projected over the next

several years. Thus, potential U.S. export sales for contractors,

fabricators, and suppliers could amount to $500 million to $2.5

billion.

II

The Practices and Events Giving Rise to the Alleged Sherman Act

Violations

A. Licensing Scheme

1. Background

Virtually all commercial flat glass was produced either by the old

sheet glass process or the old plate glass process until 1962. In the

late 1950s, Pilkington developed the first commercially successful

float process for making flat glass, which eventually replaced both

plate and sheet processes.\1\ Pilkington obtained hundreds of patents

worldwide covering its version of the float process and developed a

considerable body of related know-how.

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\1\Pilkington's float process substantially reduced capital and

operating costs, when compared with the plate process, by

eliminating the need for grinding and polishing, but was not at

first cost competitive with the sheet process. By 1970, float glass

had almost completely replaced plate glass and, because of quality

improvements and cost reductions, was competitive with sheet glass.

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Beginning in 1962, Pilkington entered into patent and know-how

license agreements with all its principal competitors. Now, over 90% of

flat glass worldwide is manufactured under a Pilkington license

agreement. Eight licenses were granted in the United States to: AFG

Industries, Inc. (``AFG''); Combustion Engineering, Inc. (now AFG);

Ford Motor Co. (``Ford''); Fourco Glass Co. (also now AFG); Guardian

Industries Corp. (``Guardian''); Pennsylvania Float Glass, Inc. (now

Guardian); PPG Industries, Inc. (``PPG''); and Libbey-Owens-Ford Co.

(``LOF'') (now owned 80% by Pilkington and 20% by Nippon Sheet Glass

Co. Ltd.).

2. The Agreements

The Pilkington float license agreements typically: (a) Provided for

Pilkington to disclose all ``float process''\2\ know-how it owned or

controlled at the time, and (b) granted non-exclusive licenses under

(i) patents and patent applications of a specified country or

countries, (ii) the ``float process'' know-how to be disclosed to the

licensee under the agreement, and (iii) all patented and unpatented

``float process'' improvements Pilkington owned, controlled, or

developed within a certain time period. Most licenses did not grant the

right to sublicense. Also, improvement exchange provisions of the

agreements required the licensee to grant-back to Pilkington (i.e.,

disclose and license) all patented and unpatented ``float process''

improvements the licensee owned, controlled, or discovered during the

exchange period. The license agreements required both lump-sum payments

and continuous royalties, and virtually all of them required that any

disputes be settled by arbitration in London under the law of England.

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\2\The license agreements very broadly defined ``float

processes'' as ``all processes * * * used for * * * production of

flat glass * * * with the aid of a bath of molten material * * *

with which the glass is in contact at any stage during its

production,'' but exclusing everything (i) prior to delivery of the

glass to the bath, and (ii) after its emergence from the lehr (where

it undergoes controlled cooling).

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The agreements imposed territorial and other use limitations by, in

effect, ``authorizing'' each licensee to practice the licensed patents

and use the licensed know-how only in a specified country or countries

(usually the licensee's own domestic market), and only to make and sell

flat glass.\3\ The license agreements also imposed restraints on

exports of glass from the specified territories. Those restraints

applied to some U.S. licensees as well as to certain foreign licensees

exporting to the United States. Export waivers have been granted by

Pilkington in some cases, but were often limited as to time, location,

and output.

---------------------------------------------------------------------------

\3\While most agreements contained no express, contractual

prohibitions against manufacturing in any particular country outside

the specified, licensed countries, the grants are all limited

licenses, ``authorizing'' manufacture of float glass only in the

specified countries.

---------------------------------------------------------------------------

Finally, the agreements imposed confidentiality and nondisclosure

obligations on the licensees for all the know-how disclosed, unless and

until the information or know-how becomes public knowledge. In

practice, Pilkington placed the burden on the licensee to make any

showing of public knowledge.

Today, virtually all of the original float license agreements

themselves, as well as their improvement exchange and disclosure

requirements, have terminated; the royalty obligations thereunder have

become fully paid up; Pilkington's principal float glass patents have

expired; and a substantial portion of its related know-how has become

publicly known. Yet, the territorial and use restrictions, the

confidentiality and nondisclosure obligations, the prohibition on

sublicensing, and the arbitration clause and choice of law provision

remain in full force and effect insofar as they apply to both licensed

original know-how and unpatented improvements, most of which the

world's flat glass producers have been using for decades.

As a result of the continuing restrictions in the agreements,

existing licensees, including those in the United States, cannot design

and build new float plants, or sublicense independent third parties to

do so, outside their licensed ``territories'' without Pilkington's

permission. Moreover, innovations in designs and technology that

improve float process efficiency and float glass quality are important

advantages in competing for contracts to design and construct (or

supervise construction of) float glass plants; thus, geographically

limiting the opportunities for economic exploitation of such

innovations not only reduces the effectiveness of such competition but

also reduces the incentives for innovation.

The adverse impact of the continuing license restrictions is

substantial. Since Pilkington has no intellectual property rights of

substantial value, the restraints are neither ancillary nor reasonably

necessary to any legitimate purpose or transaction, and are, therefore,

unreasonable restraints on trade within the meaning of Section 1 of the

Sherman Act, 15 U.S.C. 1.

3. Current Status of Licenses

There are over 60 Pilkington float licenses agreements. Most of

therm contain no authorization for the licensee to manufacture or

sublicense outside its original territory now or at any time in the

future.

A small number of agreements provide that ``the territorial and

other limitations on use cease to apply'' after a period of time

(usually 30 years after commencement of royalty payments but, in any

case, not before the agreement terminates and the licenses granted

thereunder become paid up). Such licenses are held by just three

companies (other than Pilkington and its subsidiaries or affiliates).

In the absence of the stipulated Final Judgment, after 1996, only these

three companies will have worldwide rights to manufacture on their own

and to sublicense more than 50 percent-owned subsidiaries without any

additional royalty or lump-sum payment to Pilkington.\4\

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\4\But absent the stipulated Judgment, even those rights will

not allow these three companies to compete effectively in most

developing countries, where the future market is for new float

plants, because of ownership limitations there that require, as a

legal or practical matter, a domestic company to have majority

ownership of new manufacturing ventures.

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In sum, in the absence of the stipulated Final Judgment, the vast

majority of current and former Pilkington licensees (who together make

up the bulk of those competitors capable of providing float glass plant

design and construction services) continue to be restrained from either

manufacturing glass or sublicensing (selling) glass technology outside

their original territories.

B. Litigation

Pilkington has routinely used litigation, and threats of

litigation, to enforce its anticompetitive license restrictions. On

several occasions, Pilkington has actually sued or brought arbitration

proceedings against its American float glass licensees. In 1983,

Pilkington sued its U.S. licensee, Guardian Industries, alleging that

Guardian had improperly used and disclosed Pilkington's proprietary

know-how in building a float glass plant in Luxembourg. After an

adverse preliminary ruling by the court, Pilkington agreed to settle

its claims on terms favorable to Guardian, permitting Guardian to

construct float glass plants outside its previously-prescribed

territory in return for Guardian's agreement to preserve the

confidentiality of Pilkington's float technology.

Pilkington more successfully asserted claims against PPG in 1978

and again in 1985. In a 1985 arbitration concluded in 1992, Pilkington

was able to enforce its 1962 license agreement with PPG and to recover

damages from PPG stemming from PPG's construction of a float glass

plant in China in the early 1980s. The arbitrators determined that,

while much of Pilkington's alleged secret know-how was publicly known

by 1985, PPG had failed to prove that 45 specific items were publicly

known. The arbitrators did not consider the question of whether any of

those items were valid trade secrets.

Also in the early 1980's Pilkington sued U.S. licensee AFG over

unpaid royalties relating to AFG's operation of float glass plants

constructed using AFG's own technology. The case was settled in 1985,

resulting in substantial limitations on AFG's ability to use and sell

the disputed technology.

C. Other Exclusionary Conduct

The evidence demonstrates that Pilkington acted to restrict

competition and control output. Pilkington licensed its principal

competitors, which had the effect of minimizing the likelihood of their

developing competing float glass technologies. At the same time,

Pilkington turned down requests for float glass licenses from persons

who were not already flat glass producers. The territories to which

each licensee was limited by its float license agreement generally

corresponded to the territories in which it operated prior to entering

into that agreement. Thus, Pilkington's network of bilateral patent and

know-how licenses, containing territorial and other use limitations, as

well as confidentiality obligations, provided a framework for

Pilkington to control the worldwide market for float glass plant design

and construction services. The evidence also indicates Pilkington's

effort to coordinate activities of certain of its licensees, and

reflects a shared or common interest among certain licensees to limit

entry by competing technologies.

Pilkington exercised its right to grant or deny licenses not only

in its own self-interest to avoid direct competition, but also in ways

designed to benefit licensees in their territories. When Pilkington did

grant float licenses, it frequently did so only to firms controlled by

an existing licensee or to a joint venture of existing licensees.

One of Pilkington's goals in deciding whether to license, and in

imposing territorial/export restraints when it did, was to control

price, capacity, and output of flat glass. Pilkington sometimes reached

separate understandings with licensees who exceeded, or threatened to

exceed, the territorial or other limitations imposed by their licenses.

By discouraging or challenging the construction of new float plants

outside any licensee's original, assigned territory, Pilkington sought

to maintain control over glass output and the sale or disclosure of

float technology, for its own benefit, as well as that of the other

licensees. Pilkington also tried to dissuade flat glass distributors

and suppliers of materials and equipment used in building float plants

from dealing with non-licensees and threatened reprisals if they did.

Pilkington reserved for itself certain markets, and turned down

requests for licenses in those markets, including requests from

existing float licensees, for the two-fold purpose of exploiting those

markets itself, and controlling exports from those markets to other

parts of the world. Pilkington attempted to achieve this goal by

coordinating the shipment of glass to specific customers through

certain licensees and indirectly, its U.S. subsidiary LOF.

III

Explanation of the Proposed Final Judgment and Its Anticipated Effect

on Competition

The United States and the defendants have stipulated that the Court

may enter the proposed Final Judgment at any time after compliance with

the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h). Under

the provisions of section 2(e) of the Antitrust Procedures and

Penalties Act, 15 U.S.C. 16(e), the proposed Final Judgment may not be

entered unless the Court finds entry is in the public interest. Section

VIII of the proposed Final Judgment sets forth such a finding.

The proposed Final Judgment provides for affirmative and injunctive

relief, which is expected to eliminate any residual anticompetitive

effects of the restrictive license agreements and other conduct

challenged by the Complaint. Specifically, consistent with the United

States' antitrust jurisdiction under the Foreign Trade Antitrust

Improvements Act of 1982, 15 U.S.C. 6a, the Final Judgment would

eliminate all territorial and use limitations Pilkington imposed on its

U.S. licensees and allow them to manufacture on their own or sublicense

any third party to do so anywhere in the world, free of charge, using

the float technology disclosed and licensed to those licensees. Such

manufacturing and sublicensing rights would be subject only to limited

confidentiality obligations imposed under certain narrow and specific

conditions.

The Judgment also would provide, in effect, a similar ``safe

harbor'' for any other American individual or firm who is not a

Pilkington float glass licensee to use any float technology in its

possession without liability to Pilkington. Further, the Judgment would

enjoin certain conduct having the purpose or effect of restricting

exports of float glass to the United States or limiting the use of

float technology or manufacture of float glass in North America.

Finally, the Judgment would enjoin the defendants from making certain

adverse representations about U.S. licensees or non-licensees and would

require the defendants to disclose to those American entities the

results of any adjudication of Pilkington's alleged trade secrets.

A. Section IV.A.: U.S. Licensees

The injunctive provisions of this subsection apply to Pilkington's

U.S. float glass licensees, defined as any person or entity

incorporated or having its principal place of business in the United

States and having entered into any agreement with Pilkington prior to

the stipulation date for the licensing of or the right to use float

glass technology. It does not apply to any subsidiary (at least 50

percent owned), affiliate (less than 50 percent owned), or parent of

any U.S. licensee,\5\ or to any person while it is a subsidiary,

affiliate, or parent of any defendant.

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\5\This exclusion is designed to prevent a foreign entity from

claiming the benefits of specific provisions of the proposed Final

Judgment designed for U.S. entities simply by acquiring, being

acquired by, or becoming affiliated with any American entity. United

States and foreign entities are treated differently under the

proposed Judgment (see Section IV.C.) because the jurisdictional

reach of the U.S. antitrust laws is limited.

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Specifically, subject to a narrow exception and certain conditions

noted below, subsection IV.A.1. would prohibit defendants from entering

into, maintaining, enforcing, or claiming any right under any agreement

or understanding that restrains in any way a U.S. licensee from using

or sublicensing anywhere in the world the float glass technology

Pilkington disclosed and licensed to it, or that requires such licensee

to pay royalties or lump sum or line fees for such use or sublicensing.

Also, subject to the same exception and conditions, subsection IV.A.2.

would prohibit defendants from asserting against a U.S. licensee any

alleged proprietary know-how rights in the same float technology

disclosed and licensed to that licensee.

The exception and conditions mentioned above are contained in

subsections IV.A.3. and IV.A.4. Subsection IV.A.3. provides that

defendants may assert a breach of confidentiality claim against a U.S.

licensee concerning licensed technology, only if the claim (i) pertains

to a trade secret under applicable law, and (ii) is based on the U.S.

licensee's failure either to make lawful and commercially reasonable

efforts itself to maintain confidentiality or to require by contract

anyone to whom it transfers such technology to do so. Subsection

IV.A.4. specifically preserves whatever claim a defendant may have for

an account of profits, damages, or any other monetary relief asserted

in any proceedings begun before the stipulation date and based on

conduct occurring before that date. However, this exception does not

allow defendants to bring future actions for monetary relief, whether

or not based on prior conduct.

Finally, subsection IV.A.2., again subject to the same exception

and conditions described above, also prohibits defendants from

asserting against a U.S. licensee any alleged proprietary know-how

rights in float technology acquired from any source other than

Pilkington, unless defendant have a good faith argument that each item,

or combination of items, of such technology: (i) Is a trade secret

under applicable law, and (ii) has been acquired in breach of

confidentiality or otherwise unlawfully.

B. Section IV.B.: U.S. Non-Licensees

The injunctive provisions of this subsection apply to any person or

entity domiciled or incorporated in the United States and having its

principal place of business here, but who has not entered into a float

glass license agreement with Pilkington. Such persons or entities fall

into two general categories: (i) Non-licensees who are nevertheless

under some contractual confidentiality or noncompete obligation for

Pilkington's benefit (e.g., employees, contractors, suppliers,

consultants, etc.), and (ii) persons who are not under any such

obligation.

As to the first category, subsection IV.B.1. of the proposed

Judgment prohibits defendants from entering into or enforcing any

agreement containing such a confidentiality obligation or covenant not

to compete that is longer in duration or greater in scope than

permitted under applicable law. That subsection, however, provides that

entering into or enforcing such an agreement will not constitute

contempt of the Judgment if defendants have a good faith argument that

it is permitted by applicable law.

Subsection IV.B.2. of the proposed Final Judgment applies to all

U.S. non-licensee competitors and potential entrants into the float

glass technology market. It prohibits defendants from asserting against

such a person alleged proprietary know-how rights in float glass

technology disclosed and licensed by Pilkington to any U.S. licensee,

unless each of several specific conditions are met. First, defendants

must have a good faith argument that each item, or combination of

items, of such technology asserted (i) is a trade secret under

applicable law, and (ii) has been acquired in breach of confidentiality

or otherwise unlawfully. Second, within 14 days after any such

assertion, defendants must (i) make a written showing to the Department

of Justice supporting both arguments referred to above, and (ii)

enumerate and describe each such item or combination of items asserted,

to distinguish them from information not a trade secret, on a list

submitted to both the Department and the U.S. non-licensee against whom

they are asserted. Finally, in order for Pilkington to assert a claim,

such U.S. non-licensee must be unwilling to make lawful and

commercially reasonable efforts to maintain the confidentiality of

those items or combination of items for which it has received actual

notice of defendants' claim, and for which they have made the requisite

showing.

C. Section IV.C.: Foreign Licensees

Subject to two conditions noted below, subsection IV.C. of the

proposed Judgment prohibits defendants from entering into, maintaining,

enforcing, or claiming a right under any agreement or understanding

that in any way restrains a foreign float glass licensee from using or

sublicensing float glass technology in North America. Further,

defendants may not charge any fees for the use or sublicensing in North

America of float glass technology disclosed by Pilkington to any U.S.

licensee, and may not enforce any confidentiality claims for the use or

sublicensing of such technology, unless defendants have a good faith

argument that each item or combination of items of such technology

involved is a trade secret. However, defendants may enforce

confidentiality claims against foreign licensees' use or sublicensing

in North America of float glass technology not disclosed to any U.S.

licensee, and may charge them commercially reasonable and non-

discriminatory fees for the use of such technology.

D. Other Provisions

Subsection IV.D. of the proposed Judgment prohibits defendants from

asserting any proprietary know-how rights or enforcing any agreements

with the intent of restraining or limiting the amount of exports of

float glass to the U.S. Subsection IV.E. prohibits defendants from

entering into, maintaining, or enforcing any agreement that fixes,

maintains, or stabilizes prices for the use of float glass technology

in the U.S. Subsection IV.F. prohibits defendants for representing to

any person anywhere in the world that the person's own use, or its

financing, promoting, or facilitating another person's use, of float

glass technology acquired directly from any U.S. licensee or U.S. non-

licensee would result in any liability to defendants.

Subsection IV.G. requires defendants to identify to the Department,

and to all U.S. licensees and all U.S. non-licensees who request it,

the float glass technology found to be public knowledge in the

arbitration proceedings concluded in August 1992 between Pilkington and

PPG. This subsection requires a similar identification for any such

technology disclosed and licensed to any U.S. licensee that Pilkington

acknowledges in writing to be in the public domain or that is so held

to be in any arbitration or court proceeding to which Pilkington is a

party.

E. Effect on Competition

The relief in the proposed Final Judgment is designed to ensure

that: (1) Pilkington's U.S. licensees, principally PPG, Ford, Guardian,

and AFG, will be free of the territorial and use restrictions in their

20 to 30-year-old license agreements to compete for the design and

construction of float glass plants abroad as well as in the U.S.; and

(2) U.S. firms with the requisite expertise that never were Pilkington

licensees but currently are attempting to enter the market will be free

to do so without unreasonable restraint or interference. The effective

removal of the license restrictions and the ``safe harbor'' provided by

the proposed Final Judgment should encourage and facilitate others with

the requisite expertise, including former employees of Pilkington and

its licensees, to enter the market. It is expected that the combination

of unrestrained existing manufacturers and new entrants will result in

improved glass processes at lower prices.

IV

Remedies Available to Private Litigants

Section 4 of the Clayton Act, 15 U.S.C. 15, provides that any

person who has been injured as a result of conduct prohibited by the

antitrust laws may bring suit in federal court to recover three times

the damages suffered, as well as costs and reasonable attorney's fees.

Entry of the proposed Final Judgment will neither impair nor assist the

bringing of such actions. Under the provisions of section 5(a) of the

Clayton Act, 15 U.S.C. 16(a), the Judgment has no prima facie effect in

any subsequent lawsuits that may be brought against the defendants in

this matter.

V

Procedures Available for Modification of the Proposed Judgment

As provided by the Antitrust Procedures and Penalties Act, any

person believing that the proposed Final Judgment should be modified

may submit written comments to Gail Kursh, Chief, Professions and

Intellectual Property Section, U.S. Department of Justice, Antitrust

Division, 555 4th Street, NW., room 9903, Washington, DC 20001, within

the 60-day period provided by the Act. These comments, and the

Department's responses, will be filed with the Court and published in

the Federal Register. All comments will be given due consideration by

the Department of Justice, which remains free, pursuant to a

stipulation signed by the United States and defendants, to withdraw its

consent to the proposed Judgment at any time prior to entry. Section I

of the proposed Final Judgment provides that the Court retains

jurisdiction over this action, and the parties may apply to the Court

for any order necessary or appropriate for modification,

interpretation, or enforcement of the Final Judgment.

VI

Determinative Materials/Documents

No materials or documents of the type described in Section 2(b) of

the Antitrust Procedures and Penalties Act, 15 U.S.C. Sec. 16(b), were

considered in formulating the proposed Final Judgment.

VII

Alternative to the Proposed Final Judgment

The alternative to the proposed Final Judgment is a full trial on

the merits. That alternative was rejected because the relief provided

in the proposed Judgment will fully and effectively open the market to

competition, as well as eliminate any residual effects of the alleged

violations, and would produce immediate positive competitive impact;

litigation would involve obvious risks as well as substantial costs to

the United States; and preparing the case for trial, trying it, and

disposing of appeals after trial might delay obtaining any relief for

several years.

Dated: May 25, 1994.

Respectfully submitted,

K. Craig Wildfang,

Special Counsel to the Assistant Attorney General, Antitrust Division.

Kurt Shaffert,

Thomas H. Liddle,

Molly L. DeBusschere,

John B. Arnett, Sr.,

M. Lee Doane,

Attorneys, U.S. Department of Justice, Antitrust Division, 555 4th

Street, NW., Room 9903 JCB, Washington, D.C. 20001, 202/307-0467.

Certificate of Service

The undersigned hereby certifies that on this day of May, 1994

he caused true and correct copies of the foregoing Complaint,

Stipulation, Competitive Impact Statement, and Government's Motion

Under Local Rule 1.2(e)(1) To Assign This Case With Above-Named Related

Cases to be served by mail upon the following:

John H. Shenefield, Esq., Morgan, Lewis & Bockius, 1800 M Street, NW.,

Washington, DC 20036--Attorney for Defendants Pilkington plc,

Pilkington Holdings Inc., and Libbey-Owens-Ford Co. in CIV 92-752-TUC-

WDB, CIV 93-552-TUC-WDB, and CIV 94- TUC-WDB.

Thomas D. Barr, Esq., Cravath, Swayne & Moore, Worldwide Plaza, 825

Eighth Avenue, New York, NY 10019--Attorney for Plaintiff PPG

Industries, Inc. in CIV 92-775-TUC-WDB.

Kenneth C. Anderson, Esq., 685 Third Avenue, New York, NY 10017--

Attorney for Plaintiff International Technologies Consultants, Inc. in

CIV-93-552-TUC-WDB.

Jeffrey Willis, Esq., Streich Lang, 33 N. Stone Avenue, Tucson, AZ

85701--Attorney for Defendant Guardian Industries Corporation in CIV-

93-552-TUC-WDB.

Donald A. Wall, Esq., Squire, Sanders & Dempsey, Two Renaissance

Square, 40 North Central Avenue, Suite 2700, Phoenix, AZ 85004-4441--

Attorney for Defendant AFG Industries, Inc. in CIV-93-552-TUC-WDB.

K. Craig Wildfang,

Attorney for the United States.

[FR Doc. 94-14046 Filed 6-13-94; 8:45 am]

BILLING CODE 4410-01-M