United States, the State of Florida and the State of Maryland v. Browning-Ferris Industries, Inc.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE

Antitrust Division

United States, the State of Florida and the State of Maryland v.

Browning-Ferris Industries, 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 Columbia in the above-

captioned case.

On December 1, 1994, the United States, the State of Florida, and

the State of Maryland filed a complaint to block the proposed

acquisition by Browning-Ferris Industries, Inc. (``BFI'') of the stock

of Attwoods plc (``Attwoods''). BFI provides waste hauling service

throughout the United States; Attwoods provides waste hauling service

in the state of Florida and in the mid-Atlantic region of the United

States. The Complaint alleges that the acquisition may substantially

lessen competition in the provision of small containerized hauling

service in the areas of Florida, Maryland, Pennsylvania, and Delaware.

The proposed Final Judgment requires that BFI divest certain of

Attwoods' assets that provide small containerized hauling service in

the following areas: (1) Duval and Clay counties, Florida; (2)

Frederick and Washington counties, Maryland; (3) Chester County,

Pennsylvania; and (4) Sussex County, Delaware/the Southern Eastern

Shore of Maryland. The proposed Final Judgment also requires that BFI

offer a one year contract with limited liquidated damages (Exhibit A of

the proposed Final Consent Judgment) to small containerized hauling

customers in Baltimore City, Baltimore County, Anne Arundel County,

Calvert County, Howard County, Carroll County, Harford County, Prince

George's County, and Montgomery County, Maryland. Additionally, the

proposed Final Judgment requires that BFI offer a two year contract

with limited liquidated damages (Exhibit B of the proposed Final

Judgment) to small containerized hauling customers in Polk and Broward

counties, Florida.

Public comment is invited within the statutory 60-day period. Such

comments will be published in the Federal Register and filed with the

Court. Comments should be addressed to Anthony V. Nanni, Chief,

Litigation I Section, U.S. Department of Justice, Antitrust Division,

1401 H St., NW., suite 4000, Washington, DC 20530 (phone 202/307-6576).

Constance K. Robinson,

Director of Operations.

Stipulation

United States of America, State of Florida by and through its

Attorney General Robert A. Butterworth; and State of Maryland by and

through its Attorney General J. Joseph Curran, Jr., Plaintiffs v.

Browning-Ferris Industries, Inc., Defendant. Civil Action No.: 94-

2588. Filed: 12/1/94. Judge Richey.

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 Columbia.

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(b)-(h)), and without further notice to any party or other

proceedings, provided that plaintiffs have not withdrawn their consent,

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

Judgment by serving notice thereof on the defendant and by filing that

notice with the Court.

3. The parties shall abide by and comply with the provisions of the

proposed Final Judgment pending entry of the Final Judgment, and shall,

from the date of the filing of this Stipulation, comply with all the

terms and provisions thereof as though the same were in full force and

effect as an order of the Court.

4. In the event plaintiffs withdraw their consent or if the

proposed Final Judgment is not entered pursuant to this Stipulation,

this Stipulation shall be of no effect whatever and the making of this

Stipulation shall be without prejudice to any party in this or any

other proceeding.

Dated: December 1, 1994.

For Plaintiff United States of America:

Anne K. Bingaman,

Assistant Attorney General.

Steven C. Sunshine.

Constance K. Robinson.

Willie L. Hudgins, Jr.,

DC Bar #37127.

Nancy H. McMillen.

Peter H. Goldberg,

DC Bar #055608.

Evangelina Almirantearena,

Attorneys, U.S. Department of Justice, Antitrust Div.

For Defendant Browning-Ferris Industries, Inc.

Rufus Wallingford,

Executive Vice President and General Counsel.

For Plaintiff State of Maryland.

J. Joseph Curran, Jr.,

Deputy Attorney General.

Ellen S. Cooper,

Assistant Attorney General, Chief, Antitrust Division.

Alan M. Barr,

Assistant Attorney General, Deputy Chief, Antitrust Division.

John R. Tennis,

Assistant Attorney General.

For Plaintiff State of Florida.

Robert A. Butterworth,

Attorney General.

Jerome W. Hoffman,

Chief, Antitrust Section.

Lizabeth A. Leeds,

Assistant Attorney General.

So Ordered.

United States District Judge.

Final Judgment

United States of America, State of Florida, by and through its

Attorney General Robert A. Butterworth; and State of Maryland, by

and through its Attorney General J. Joseph Curran, Jr., Plaintiffs

v. Browning-Ferris Industries, Inc., Defendant. Civil Action No.:

94-2588. Filed: 12/1/94. Judge Richey.

Whereas, plaintiffs, United States of America (hereinafter ``United

States''), the State of Florida (hereinafter ``Florida''), and the

State of Maryland (hereinafter ``Maryland''), having filed their

Complaint herein on December 1, 1994, and plaintiffs and defendant, by

their respective attorneys, having consented to the entry of their

Final Judgment without trial or adjudication of any issue of fact or

law herein, and without the Final Judgment constituting any evidence

against or an admission by any party with respect to any issue of law

or fact herein;

And whereas, defendant has agreed to be bound by the provisions of

this Final Judgment pending its approval by the Court;

And whereas, prompt and certain divestiture of certain assets and

the prompt adoption of contract terms to assure that competition is not

substantially lessened is the essence of this agreement;

And whereas, the parties intend to require defendant to divest, as

viable business operations, the Small Container Business of Attwoods;

And whereas, defendant has represented to plaintiffs that the

divestiture and contract changes required below can and will be made

and that defendant will later raise no claims of hardship or difficulty

as grounds for asking the Court to modify any of the divestiture or

contract provisions contained below;

Now, therefore, before the taking of any testimony, and without

trial or adjudication of any 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 over the subject matter of this action

and over each of the parties hereto. The Complaint states a claim upon

which relief may be granted against the defendant under Section 7 of

the Clayton Act, as amended (15 U.S.C. 18).

II.

Definitions

As used in this Final Judgment:

A. ``Solid waste hauling'' means the collection and transportation

to a disposal site of trash and garbage (but not medical waste; organic

waste; special waste, such as contaminated soil; sludge, or recycled

materials) from residential, commercial and industrial customers. Solid

waste hauling includes hand pickup, containerized pick-up and roll-off

service.

B. ``BFI'' means defendant Browning-Ferris Industries, Inc., a

Delaware corporation with its headquarters in Houston, Texas, and

includes its successors and assigns, their subsidiaries, affiliates,

directors, officers, managers, agents and employees.

C. ``Attwoods'' means Attwoods plc, a British corporation with its

headquarters in Buckinghamshire, U.K., and its successors and assigns,

their subsidiaries, affiliates, directors, officers, managers, agents,

and employees.

D. ``Small Container Business of Attwoods'' means the provision by

Attwoods of solid waste hauling service to commercial customers using

frontend load trucks to service small containers in Frederick County,

Maryland; Washington County, Maryland; by the operations of Attwoods'

Salisbury, Maryland Division; in Duval and Clay Counties, Florida; and

the provision by Attwoods of solid waste hauling service to commercial

customers using frontend load and rearload trucks to service small

containers in Chester County, Pennsylvania.

E. ``Honey Brook Assets'' means the assets of Honey Brook Division

of Attwoods with an office on Chestnut Tree Road, Honey Brook,

Pennsylvania, the provides solid waste hauling services in the Chester

County, Pennsylvania area. Honey Brook Assets include all customer

lists, contracts and accounts, and contracts for disposal of solid

waste at disposal facilities, all trucks, containers, equipment,

material, supplies, computer software, bank accounts, and all other

tangible and intangible assets, rights and other benefits presently

owned, licensed, possessed or used by the Honey Brook Division.

F. ``All Jax Assets'' means the assets of County Sanitation Inc.,

an Attwoods subsidiary, d/b/a All Jax Waste Services, with an office at

8619 Western Way, Jacksonville, Florida, that provides solid waste

hauling services in the Duval County and Clay County, Florida area. The

All Jax Assets include all customer lists, contracts and accounts, all

contracts for disposal of solid waste at disposal facilities, all

trucks, containers, equipment, material, supplies, computer software,

bank accounts, and all other tangible and intangible assets, rights and

other benefits presently owned, licensed, possessed or used by County

Sanitation d/b/a/ All Jax Waste Service.

G. ``Frederick Assets'' means the assets of the Frederick Division

of Attwoods with an office at 8145 Reichs Ford Road, Frederick,

Maryland, that provides solid waste hauling services in the western

Maryland area. Frederick Assets include all customer lists, contracts

and accounts, all contracts for disposal of solid waste at disposal

facilities, all trucks, containers, equipment, material, supplies,

computer software, bank accounts, and all other tangible and intangible

assets, rights and other benefits presently owned, licensed, possessed

or used by the Frederick Division.

H. ``Salisbury Assets'' means the assets of the Salisbury Division

of Attwoods with an office at 9140 Ocean Highway, Delmar, Maryland,

that provides solid waste hauling services in the Maryland and southern

Delaware area. Salisbury Assets include all customer lists, contracts

and accounts, all contracts for disposal of solid waste at disposal

facilities, all trucks, containers, equipment, material, supplies,

computer software, bank accounts, and all other tangible and intangible

assets, rights and other benefits presently owned, licensed, possessed

or used by the Salisbury Division.

I. ``Divestiture Assets'' refers to the Honey Brook Assets, All Jax

Assets, Frederick Assets, and Salisbury Assets taken together.

J. ``Small Container'' means a 1 to 10 cubic yard container.

III

Applicability

A. The provisions of this Final Judgment apply to the defendant,

its successors and assigns, its subsidiaries, affiliates, directors,

officers, managers, agents, and employees, and 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.

B. BFI shall require, as a condition of the sale or other

disposition of all or substantially all of the Divestiture Assets, that

the acquiring party or parties agree to be bound by the provisions of

this Final Judgment.

C. Nothing contained in this Final Judgment is or has been created

for the benefit of any third party, and nothing herein shall be

construed to provide any rights to any third party.

D. Unless otherwise stated herein, BFI's obligations become

effective upon its ownership of more than 50.0 percent of the ordinary

shares of Attwoods plc.

IV

Divestiture of Assests

A. BFI is hereby ordered and directed, within 90 days following the

date a majority of the Attwoods Board of Directors is elected or

appointed by BFI, but in no event later than March 30, 1995, to divest

all of the Divestiture Assets, unless the United States, after

consultation with Florida and Maryland, consents that only some portion

of the Divestiture Assets need be divested. BFI is further ordered and

directed to notify plaintiffs in writing immediately when it has

elected or appointed a majority of the Attwoods Board of Directors.

B. Unless the United States, after consultation with Florida and

Maryland, otherwise consents, divestiture under Section IV.A, or by the

trustee appointed pursuant to Section V, shall be accomplished in such

a way as to satisfy the United States, in its sole determination after

consultation with Florida and Maryland, that the Honey Brook Assets,

the All Jax Assets, the Frederick Assets, and the Salisbury Assets can

and will be operated by the purchaser or purchasers as viable, ongoing

businesses engaged in solid waste hauling in their respective areas.

Divestiture under Section IV.A or by the trustee, shall be made to a

purchaser or purchasers for whom it is demonstrated to the satisfaction

of the United States, after consultation with Florida and Maryland,

that (1) the purchase or purchases is or are for the purpose of

competing effectively in at least small container solid waste hauling

and (2) the purchaser or purchasers has or have the managerial,

operational, and financial capability to compete effectively in at

least small container solid waste hauling.

C. BFI shall not require of the purchaser or purchasers, as a

condition of sale, that any current employee of the Divestiture Assets

be offered or guaranteed continued employment after the divestiture.

D. BFI shall take all reasonable steps to accomplish quickly the

divestitures contemplated by this Final Judgment.

V

Appointment of Trustee

A. In the event that BFI has not divested all of its interest

required by Section IV.A by the time set forth in Section IV.A, the

Court shall, on application of the United States, after consultation

with Florida and Maryland, appoint a trustee selected by the United

States to effect the remainder of the divestiture required by Section

IV.A. After the appointment of a trustee becomes effective, only the

trustee shall have the right to sell the assets required to be divested

pursuant to Section IV.A. The trustee shall have the power and

authority to accomplish the divestiture at the best price then

obtainable upon a reasonable effort by the trustee, subject to the

provisions of Section VI of this Final Judgment, and shall have such

other powers as the Court shall deem appropriate. Defendant shall not

object to a sale by the trustee on any grounds other than the trustee's

malfeasance, or on the grounds that the sale is contrary to the express

terms of this Final Judgment. Any such objections by defendant must be

conveyed in writing to plaintiffs and the trustee within ten (10) days

after the trustee has provided the notice required under Section VI.

B. The trustee shall serve at the cost and expense of BFI, on such

terms and conditions as the Court may prescribe, and shall account for

all monies derived from the sale of the assets sold by the trustee and

all costs and expenses so incurred. After approval by the Court of the

trustee's accounting, including fees for its services, all remaining

money shall be paid to BFI and the trust shall then be terminated. The

compensation of such trustee shall be reasonable and based on a fee

arrangement providing the trustee with an incentive based on the price

and terms of the divestiture and the speed with which it is

accomplished.

C. BFI shall use its best efforts to assist the trustee in

accomplishing the required divestiture. The trustee and any

consultants, accountants, attorneys, and other persons retained by the

trustee shall have full and complete access to the personnel, books,

records, and facilities of the Divestiture Assets, and defendant shall

develop financial or other information relevant to such assets as the

trustee may reasonably request, subject to reasonable protection for

trade secret or other confidential research, development, or commercial

information. Defendant shall take no action to interfere with or to

impede the trustee's accomplishment of the divestiture.

D. After its appointment, the trustee shall file monthly reports

with the parties and the Court setting forth the trustee's efforts to

accomplish the divestiture ordered under this Final Judgment. If the

trustee has not accomplished such divestiture within six (6) months

after its appointment, the trustee shall thereupon promptly file with

the Court a report setting forth (1) the trustee's efforts to

accomplish the required divestiture, (2) the reasons, in the trustee's

judgment, why the required divestiture has not been accomplished, and

(3) the trustee's recommendations. The trustee shall at the same time

furnish such report to the parties, who shall each have the right to be

heard and to make additional recommendations consistent with the

purpose of the trust. The Court shall thereafter enter such orders as

it shall deem appropriate in order to carry out the purpose of the

trust, which may, if necessary, include extending the trust and the

term of the trustee's appointment by a period requested by the United

States, after consultation with Florida and Maryland.

E. Defendant shall give 45 days' notice to the United States, to

Florida and to Maryland prior to:

(1) Acquiring any interest in any assets other than in the

ordinary course of business of any person that, at any time during

the 12 months immediately preceding the acquisition, was engaged in

the solid waste hauling industry in Maryland, Florida, Delaware or

Pennsylvania where that person had small container revenues in

excess of $500,000 per year or total revenues in excess of $1

million per year;

(2) Acquiring any capital stock, or any other securities with

voting rights of any supplier of solid waste hauling services, that

at any time during the twelve (12) months immediately preceding the

acquisition had been engaged in the solid waste hauling industry in

Maryland, Florida, Delaware or Pennsylvania where that person had

small container revenues in excess of $500,000 per year or total

revenues in excess of $1 million per year;

(3) Selling or transferring to any firm engaged in the solid

waste hauling industry in the United States any of defendant's

assets other than in the ordinary course of business that at any

time during the 12 months immediately preceding the sale or transfer

were used in the solid waste hauling industry in Maryland, Florida,

Delaware or Pennsylvania where the assets are small container assets

that generated in excess of $500,000 in revenues per year or where

total revenues are in excess of $1 million per year;

(4) Selling or transferring to any firm engaged in the solid

waste hauling industry in Maryland, Florida, Delaware or

Pennsylvania any of defendant's equity securities or any other

securities with voting rights if the sale would give control over a

solid waste hauling operation that generated small container

revenues in excess of $500,000 per year or total revenues of $1

million per year.

F. Defendant shall give 45 days' notice to the United States and to

Maryland prior to:

(1) Acquiring any interest in any assets other than in the

ordinary course of business of any person that, at any time during

the 12 months immediately preceding the acquisition, was engaged in

the solid waste hauling industry in Maryland, Delaware or the

counties of Pennsylvania contiguous to Maryland, where the revenues

of that person, when aggregated with the revenues of any person or

persons acquired in the previous 6 months, exceed the revenue limits

of paragraph E (1) above;

(2) Acquiring any capital stock, or any other securities with

voting rights of any supplier of solid waste hauling services, that

at any time during the 12 months immediately preceding the

acquisition had been engaged in the solid waste hauling industry in

Maryland, Delaware or the counties of Pennsylvania contiguous to

Maryland, where the revenues of that person, when aggregated with

the revenues of any person or persons acquired in the previous 6

months, exceed the revenue limits of paragraph E (2) above.

G. Defendant shall give 45 days' notice to the United States and to

Florida prior to:

(1) Acquiring any interest in any assets other than in the

ordinary course of business of any person that, at any time during

the 12 months immediately preceding the acquisition, was engaged in

the solid waste hauling industry in Florida, where the revenues of

that person, when aggregated with the revenues of any person or

persons acquired in the previous 6 months, exceed the revenue limits

of paragraph E (1) above;

(2) Acquiring any capital stock, or any other securities with

voting rights of any supplier of solid waste hauling services, that

at any time during the 12 months immediately preceding the

acquisition had been engaged in the solid waste hauling industry in

Florida, where the revenues of that person, when aggregated with the

revenues of any person or persons acquired in the previous 6 months,

exceed the revenue limits of paragraph E (2) above.

H. The purchaser or purchasers of the Divestiture Assets, or any of

them, shall not, without the prior written consent of the United

States, after consultation with Florida and Maryland, sell any of those

assets to, or combine any of those assets with, those of BFI during the

life of this decree. Furthermore, the purchaser or purchasers of the

Divestiture Assets, or any of them, shall notify plaintiffs 45 days in

advance of any proposed sale of all or substantially all of the assets,

or control over those assets, acquired pursuant to this Final Judgment.

VI

Notification

A. BFI or the trustee, whichever is then responsible for effecting

the divestiture required herein, shall notify plaintiffs of any

proposed divestiture required by Section IV or V of this Final

judgment. If the trustee is responsible, it shall similarly notify BFI.

The notice shall set forth the details of the proposed transaction and

list the name, address, and telephone number of each person not

previously identified who offered or expressed an interest or desire to

acquire any ownership interest in the Divestiture Assets or any of

them, together with full details of the same. Within fifteen (15) days

after receipt of the notice, plaintiffs may request additional

information concerning the proposed divestiture, the proposed

purchaser, and any other potential purchaser. BFI or the trustee shall

furnish the additional information within fifteen (15) days of the

receipt of the request. Within thirty (30) days after receipt of the

notice or within fifteen (15) days after receipt of the additional

information, whichever is later, the United States, after consultation

with Florida and Maryland, shall notify in writing BFI and the trustee,

if there is one, if it objects to the proposed divestiture. If the

United States fails to object within the period specified, or if the

United States notifies in writing BFI and the trustee, if there is one,

that it does not object, then the divestiture may be consummated,

subject only to BFI's limited right to object to the sale under Section

V.A. Upon objection by the United States, after consultation with

Florida and Maryland, or by BFI under Section V.A, the proposed

divestiture shall not be accomplished unless approved by the Court.

B. Thirty (30) days from the date when BFI elects or appoints a

majority of the Board of Directors of Attwoods, but in no event later

than December 30, 1994, and ever thirty (30) days thereafter until the

divestiture has been completed, BFI shall deliver to plaintiffs a

written report as to the fact and manner of compliance with Section IV

of this Final Judgment. Each such report shall include, for each person

who during the preceding thirty (30) days made an offer, expressed an

interest or desire to acquire, entered into negotiations to acquire, or

made an inquiry about acquiring any ownership interest in the

Divestiture Assets or any of them, the name, address, and telephone

number of that person and a detailed description of each contract with

that person during that period. BFI shall maintain full records of all

efforts made to divest the Divestiture Assets or any of them.

VII

Financing

BFI shall not finance all or any part of any purchase made pursuant

to Sections IV or V of this Final Judgment without the prior written

consent of the United States, after consultation with Florida and

Maryland.

VIII

Contractual Revisions

A. In accordance with paragraph VIII B, below, BFI shall alter the

contracts it uses with its small container solid waste commercial

customers in the following Maryland areas: Anne Arundel County,

Baltimore City, Baltimore County, Calvert County, Carroll County,

Harford County, Howard County, Montgomery County and Prince George's

County to the form contained in the attached Exhibit A.

B. BFI shall offer contracts in the form attached as Exhibit A to

all new small container solid waste commercial customers or customers

that sign new contracts for small container solid waste commercial

service effective beginning on the date BFI acquires a majority of

Attwoods' ordinary shares. BFI shall offer such contracts to all other

small container solid waste commercial customers in the above area by

December 1, 1995.

C. In accordance with paragraph VIII D below BFI shall alter the

contracts it uses with its small container solid waste commercial

customers in the following areas of Florida: Broward County and Polk

County to the form contained in the attached Exhibit B.

D. BFI shall offer contracts in the form attached as Exhibit B to

all new small container solid waste commercial customers or customers

that sign contracts for small container solid waste commercial service

effective beginning on the date BFI acquires a majority of Attwood's

ordinary shares. BFI shall offer such contracts to all other small

container solid waste commercial customers in Broward County, Florida

and Polk County, Florida by December 1, 1995.

IX

Compliance Inspection

For the purpose of determining or securing compliance with this

Final Judgment, and subject to any legally recognized privilege, from

time to time:

A. Duly authorized representatives of the United States, Florida,

or Maryland, including consultants and other persons retained by the

plaintiffs, shall, upon the written request of the Assistant Attorney

General in charge of the Antitrust Division or the Attorney General of

the State of Florida or the Attorney General of the State of Maryland,

respectively, and on reasonable notice to BFI made to its principal

offices, be permitted:

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

ledgers, accounts, correspondence, memoranda, and other records and

documents in the possession or under the control of defendant, which

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

Final Judgment; and

2. Subject to the reasonable convenience of BFI and without

restraint or interference from them, to interview BFI directors,

officers, employees, and agents who may have counsel present,

regarding any such matters.

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

charge of the Antitrust division or the Attorney General of the State

of Florida or the Attorney General of the State of Maryland,

respectively, made to BFI at its principal offices, BFI shall submit

such written reports, under oath if requested, with respect to any of

the matters contained in this Final Judgment as may be requested.

C. No information nor any documents obtained by the means provided

in this Section IX shall be divulged by any representative of the

United States or the Office of the Attorney General of Florida or the

Office of the Attorney General of Maryland to any person other than a

duly authorized representative of the Executive Branch of the United

States or of the Office of the Attorney General of Florida or of the

Office of the Attorney General of Maryland, except in the course of

legal proceedings to which the United States or the Attorney General of

Florida or the State of Maryland is a party (including grand jury

proceedings), 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 BFI to

plaintiffs, BFI represents and identifies in writing the material in

any such information or documents for which a claim of protection may

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

Procedure, and BFI 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 plaintiffs shall given ten (10) days

notice to BFI prior to divulging such material in any legal proceeding

(other than a grand jury proceeding) to which BFI is not a party.

X

Retention of Jurisdiction

Jurisdiction is retained by this Court for the purpose of enabling

any of the parties to this Final Judgment to apply to this Court at any

time for such further orders and directions as may be necessary or

appropriate for the construction, implementation, or modification of

any of the provisions of this Final Judgment, for the enforcement of

compliance herewith, and for the punishment of any violations hereof.

XI

Termination

This Final Judgment will expire on the tenth anniversary of the

date of its entry.

XII

Public Interest

Entry of this Final Judgment is in the public interest.

Dated:-----------------------------------------------------------------

Court approval subject to procedures of Antitrust Procedures and

Penalties Act, 15 U.S.C. 16

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

United States District Judge

Exhibit A

Contract for Solid Waste Services

Date: ____________

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

Service Location (which shall be deemed to include all locations to

which the identified location is relocated or reestablished.)

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

Street No. & Name

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

City Zip

Telephone Fax

Dear ____________:

Thank you for choosing BFI as your waste services company. Our aim

is to provide this essential service so responsibly and dependably that

you don't need to give it a second thought. We will do our best to keep

you satisfied and want you to tell us when we don't. This contract will

continue in effect for one year and will renew for successive one-year

periods unless terminated in writing at least 30 days prior to the end

of a period. You may also terminate when appropriate under ``Our

Guaranty.''

Our Mission

Our Mission is to provide the highest quality waste collection,

transportation, processing, disposal and related services to both

public and private customers worldwide. We will carry out our Mission

efficiently, safely and in an environmentally responsible manner with

respect for the role of government in protecting the public interest.

Our Guaranty

We guarantee the quality of our waste services. If our services do

not measure up to the standards described in this contract, and we do

not correct the problems with 48 hours (excluding Sundays) after we

receive written notice from you (unless the problem is caused by

circumstances outside our reasonable control), you may terminate our

services and this contract without penalty.

Our Responsibilities

1. The specific services we will provide, and the schedule and

initial charges for each service, are listed below. We will give you at

least 30 days written notice if we increase our charges, which we

reserve the right to do from time to time proportionately in connection

with increases in costs for disposal, longer transportation distances,

fuel, regulatory compliance, taxes, and increases in average weight per

container yard. In connection with increases in the cost of disposal,

we frequently do not receive advance notice of increases. We reserve

the right to pass on to you such increases without 30 days advance

notice but will give you as much notice as possible. Customers will be

provided in writing with the formula used in calculating increases

based upon increases in disposal fees. We will advise Customer in

writing of the reason for the increase and do our best to satisfy any

concerns you have about any increases. Any other type of price increase

requires your written consent.

2. Our employees will be friendly, courteous and responsive. They

will, in writing, have gone through a customer satisfaction and safety

training program, and will provide quality, professional service.

3. We will provide and maintain the equipment you need for the

deposit and other handling of the materials that we have agreed to pick

up from you.

4. We are committed to making every pick-up as scheduled, but if we

are unable to do so, we will make every effort to let you know in

advance and reschedule it within 24 hours.

Your Responsibilities

1. You agree that BFI will provide the specified services for all

your non-hazardous waste. You agree not to deposit radioactive,

volatile, corrosive, highly flammable, explosive, infectious, toxic or

hazardous waste in our equipment and will indemnify us from resulting

liabilities if you do. Anything else that is deposited in our truck

becomes our property at that time.

2. You agree to provide us with access to our equipment over

surfaces that can sustain the weight and operation of our vehicles. You

also agree not to overload (by weight or volume), abuse or move our

equipment; but if it does need to be moved, you will call us.

3. You agree to use your best efforts to keep people from coming

into contact with our equipment other than those who are authorized and

trained to use it.

4. You agree to pay our bills monthly, within ten days after they

are received. We reserve the right to charge a late fee on all past due

payments.

5. If you terminate this contract during your first 10 months as a

BFI customer (other than as provided under ``Our Guaranty''), you agree

to pay us, as liquidated damages and not as a penalty, two times your

prior average monthly charges. If you terminate after you have been a

BFI customer for more than 10 months (other than as provided under

``Our Guaranty''), you agree to pay us as liquidated damages an amount

equal to one month average charges.

We look forward to a long-lasting relationship, so please let us

know if you have any problems or concerns as they occur and give us the

opportunity to provide solutions. As we deliver our services, we will

continuously look for ways to keep you satisfied.

Service Description

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

Zero Monthly

Line No. System Qty. Cont Vol Freq Comp On Pick up/ Est. TCT Est. Disp Min equip

Size Code call haulrate hauls flag MNTS site hauls charges

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

N 1.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

E 2.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

W 3.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

O 1.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

L 2.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

D 3.................................. ...... ...... ...... ...... ...... ...... ...... ........ ...... ...... ...... ...... ...... .......

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

Other Services:--------------------------------------------------------

Other Charges:---------------------------------------------------------

CUSTOMER---------------------------------------------------------------

Name of Operating Browning-Ferris Industries Subsidiary

By:--------------------------------------------------------------------

BY:--------------------------------------------------------------------

BY:--------------------------------------------------------------------

Title:-----------------------------------------------------------------

Title:-----------------------------------------------------------------

Agreed to this ______ day of __________ 19 ____

Service to Start On:---------------------------------------------------

Exhibit B

Contract for Solid Waste Services

Date: ____________

Service Location (which Business Name shall be deemed to include all

locations to which the identified location is relocated or

reestablished.)

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

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

Business Name

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

Street No. & Name------------------------------------------------------

City Zip------------------------------------------------------------

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

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

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

Telephone Fax

Dear ____________:

Thank you for choosing BFI as your waste services company. Our aim

is to provide this essential service so responsibly and dependably that

you don't need to give it a second thought. We will do our best to keep

you satisfied and want you to tell us when we don't. This contract will

continue in effect for two years and will renew for successive one-year

periods unless terminated in writing at least 30 days prior to the end

of a period. You may also terminate when appropriate under ``Our

Guaranty.''

Our Mission

Our Mission is to provide the highest quality waste collection,

transportation, processing, disposal and related services to both

public and private customers worldwide. We will carry out our Mission

efficiently, safely and in an environmentally responsible manner with

respect for the role of government in protecting the public interest.

Our Guaranty

We guarantee the quality of our waste services. If our services do

not measure up to the standards described in this contract, and we do

not correct the problem with 48 hours (excluding Sundays) after we

receive written notice from you (unless the problem is caused by

circumstances outside our reasonable control), you may terminate our

services and this contract without penalty.

Our Responsibilities

1. The specific services we will provide, and the schedule and

initial charges for each service, are listed below. We will give at

least 30 days written notice if we increase our charges, which we

reserve the right to do from time to time proportionately in connection

with increases in costs for disposal, longer transportation distances,

fuel, regulatory compliance, taxes, and increases in average weight per

container yard. In connection with increases in the cost of disposal,

we frequently do not receive advance notice of increases. We reserve

the right to pass on to you such increases without 30 days advance

notice but will give you as much notice as possible. Customers will be

provided in writing with the formula used in calculating increases

based upon increases in disposal fees. We will advise Customer in

writing of the reason for the increase and do our best to satisfy any

concerns you have about any increases. Any other type of price increase

requires your written consent.

2. Our employees will be friendly, courteous and responsive. They

will, in writing, have gone through a customer satisfaction and safety

training program, and will provide quality, professional service.

3. We will provide and maintain the equipment you need for the

deposit and other handling of the materials that we have agreed to pick

up from you.

4. We are committed to making every pick-up as scheduled, but if we

are unable to do so, we will make every effort to let you know in

advance and reschedule it within 24 hours.

Your Responsibilities

1. You agree that BFI will provide the specified services for all

your non-hazardous waste. You agree not to deposit any radioactive,

volatile, corrosive, highly flammable, explosive, infectious, toxic or

hazardous waste in our equipment and will indemnify us from resulting

liabilities if you do. Anything else that is deposited in our truck

becomes our property at that time.

2. You agree to provide us with access to our equipment over

surfaces that can sustain the weight and operation of our vehicles. You

also agree not to overload (by weight or volume), abuse or move our

equipment; but if it does need to be moved, you will call us.

3. You agree to use your best efforts to keep people from coming

into contact with our equipment other than those who are authorized and

trained to use it.

4. You agree to pay our bills monthly, within ten days after they

are received. We reserve the right to charge a late fee on all past due

payments.

5. If you terminate this contract during your first 10 months as a

BFI customer (other than as provided under ``Our Guaranty''), you agree

to pay us, as liquidated damages and not as a penalty, three times your

prior average monthly charges. If you terminate after you have been a

BFI customer for more than 10 months (other than as provided under

``Our Guaranty''), you agree to pay us as liquidated damages an amount

equal to two months average charges.

We look forward to a long-lasting relationship, so please let us

know if you have any problems or concerns as they occur and give us the

opportunity to provide solutions. As we deliver our services, we will

continuously look for ways to keep you satisfied.

Service Description

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

Pick Zero Mim. Monthly

Line No. System Qty Cont Vol Freq Comp On up/HAU Est. TCT Est. Disp haul equip.

size code call rate hauls flag mnts site rate charges

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

N 1.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

E 2.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

W 3.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

O 1.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

L 2.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

D 3.................................... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... ...... .......

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

Other Services---------------------------------------------------------

Other Charges:---------------------------------------------------------

CUSTOMER---------------------------------------------------------------

Name of Operating Browning-Ferris Industries Subsidiary

By:--------------------------------------------------------------------

By:--------------------------------------------------------------------

Title:-----------------------------------------------------------------

By:--------------------------------------------------------------------

Title:-----------------------------------------------------------------

Agreed to this ________ day of ____________ 19____

Service to Start On:---------------------------------------------------

Exhibit B

Competitive Impact Statement

United States of America, State of Florida, by and through its

Attorney General Robert A. Butterworth, and State of Maryland, by

and through its Attorney General J. Joseph Curran, Jr., Plaintiffs

v. Browning-Ferris Industries, Inc., Defendant.

Civil Action No.: 1:94CV02588, Judge Richey.

Filed: 12/2/94.

The United States, pursuant to Section 2(b) of the Antitrust

Procedures and Penalties Act (``APPA''), 15 U.S.C. 16(b)-(h), files

this Competitive Impact Statement relating to the proposed Final

Judgment submitted for entry in this civil proceeding.

I.

Nature and Purpose of the Proceeding

The United States filed a civil antitrust Complaint under Section

15 of the Clayton Act, 15 U.S.C. 25, on December 1, 1994, alleging that

the proposed acquisition of the ordinary shares of Attwoods plc

(``Attwoods'') by Browning-Ferris Industries, Inc. (``BFI'') would

constitute a violation of Section 7 of the Clayton Act, 15 U.S.C. 18.

The State of Florida and the State of Maryland, by and through their

respective Attorneys General, are co-plaintiffs with the United States

in this action.1

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

\1\The APPA obligates only the United States to file a

Competitive Impact Statement.

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

The Complaint alleges that the effect of the acquisition may be

substantially to lessen competition in small containerized waste

hauling services in Chester County, Pennsylvania; Clay, Duval, Polk,

and Broward counties, Florida; Baltimore City, Baltimore County, and

Anne Arundel County, Maryland (``Baltimore market''); Wicomico,

Dorchester, Worcester, and Somerset counties, Maryland (``Southern

Eastern Shore market''); Sussex County, Delaware; and Frederick County

and Washington County, Maryland (``Western Maryland market'').

Plaintiffs seek, among other relief, a permanent injunction

preventing the defendant from, in any manner, combining its assets with

those of Attwoods in Duval and Clay counties, Florida; Chester County,

Pennsylvania; the Southern Eastern Shore market; Sussex County,

Delaware; and the Western Maryland market. By the terms of a Hold

Separate Stipulation and Order, which was filed simultaneously with the

proposed Final Judgment, defendant BFI must take certain steps to

ensure that, until the required divestiture has been accomplished, the

Attwoods' assets as outlined in the proposed Final Judgment will be

held separate and apart from defendant's other assets and businesses.

BFI must, until the required divestiture is accomplished, preserve and

maintain the specified Attwoods assets as saleable and economically

viable ongoing concerns.

The United States, its co-plaintiffs, and the defendant also have

filed a stipulation by which the parties consented to the entry of a

proposed Final Judgment designed to eliminate the anticompetitive

effects of the acquisition. Under the proposed Final Judgment, as

explained more fully below, BFI would be required, within 90 days

following the date a majority of the Attwoods Board of Directors is

elected or appointed by BFI, but in no event later than March 30, 1995,

to divest, as viable business operations, Attwoods' small container

businesses serving the Western Maryland market; Duval and Clay

counties, Florida; Chester County, Pennsylvania; and the areas where

Attwoods provides small container service from its Salisbury, Maryland

Division (the Southern Eastern Shore market and Sussex County,

Delaware). If BFI were not to do so within the time frame in the

proposed Final Judgment, a trustee appointed by the Court would be

empowered for an additional six months to sell those assets. If the

trustee is unable to do so in that time, the Court could enter such

orders as it shall deem appropriate to carry out the purpose of the

trust, which may, if necessary, include extending the trust and the

trustee's appointment by a period requested by the United States, after

consultation with its co-plaintiffs.

Additionally, under the proposed Final Judgment, as explained more

fully below, defendant BFI would be required to offer less restrictive

contracts to its small container solid waste hauling customers in the

Baltimore market, and the following neighboring counties: Carroll

County, Howard County, Harford County, Calvert County, Prince George's

County, and Montgomery County, Maryland; and in Polk and Broward

counties, Florida.

The United States, its co-plaintiffs, and the defendant have

stipulated that the proposed Final Judgment may be entered after

compliance with the APPA. Entry of the proposed Final Judgment would

terminate action, except that the Court would retain jurisdiction to

construe, modify, or enforce the provisions of the proposed Final

Judgment and to punish violations thereof.

II.

Description of the Events Giving Rise to the Alleged Violation

BFI is the world's second largest company engaged in the solid

waste hauling and disposal business, with operations throughout the

United States and in several foreign countries. BFI had total revenues

of over $3 billion from solid waste hauling and disposal in its 1993

fiscal year.

Attwoods plc is a United Kingdom company with solid waste hauling

operations in Florida and in the mid-Atlantic region of the United

States. Attwoods' U.S. revenues in 1993 were $327.9 million.

On September 20, 1994, BFI announced an unsolicited tender offer

for the ordinary shares of Attwoods plc, seeking to acquire enough

ordinary shares to give BFI control. If BFI were to acquire more than

50 percent of the ordinary shares of Attwoods plc, BFI's and Attwoods'

solid waste hauling service operations, in particular in the U.S.,

effectively would be merged.

A. The Solid Waste Hauling Industry

Solid waste hauling involves the collection of paper, food,

construction material and other solid waste from homes, businesses and

industries, and the transporting of that waste to a landfill or other

disposal site. These services may be provided by private haulers

directly to residential, commercial and industrial customers, or

indirectly through municipal contracts and franchises.

Service to commercial customers accounts for a large percentage of

total hauling revenues. Commercial customers include restaurants, large

apartment complexes, retail and wholesale stores, office buildings, and

industrial parks. These customers typically generate a substantially

larger volume of waste than that generated by residential customers.

Waste generated by commercial customers is generally placed in metal

containers of one to ten cubic yards provided by their hauling company.

One to ten cubic yard containers are called ``small containers.'' Small

containers are collected primarily by frontend load vehicles that lift

the containers over the front of the truck by means of a hydraulic

hoist and empty them into the storage section of the vehicle, where the

waste is compacted. Specially-rigged rearend load vehicles can also be

used to service some small container customers, but these trucks

generally are not as efficient as frontend load vehicles and are

limited in the sizes of containers they can safely handle. Frontend

load vehicles can drive directly up to a container and hoist the

container in a manner similar to a forklift hoisting a pallet; the

containers do not need to be manually rolled into position by a truck

crew as with a rearend load vehicle. Service to commercial customers

that use small containers is called ``small containerized hauling

service.''

Solid waste hauling firms also provide service to residential and

industrial (or ``roll-off'') customers. Residential customers,

typically households and small apartment complexes that generate small

amounts of waste, use noncontainerized solid waste hauling service,

normally placing their waste in plastic bags or trash cans at curbside.

Rearend load vehicles are generally used to collect waste from

residential customers and from those commercial customers that generate

relatively small quantities of solid waste, similar in amount and kind

to those generated by residential customers. Generally, rearend loaders

use a one or two person crew to manually load the waste into the rear

of the vehicle.

Industrial or roll-off customers include factories and construction

sites. These customers either generate non-compactible waste, such as

concrete or building debris, or very large quantities of compactible

waste. They deposit their waste into very large containers (usually 20

to 40 cubic yards) that are loaded onto a roll-off truck and

transported individually to the disposal site where they are emptied

before being returned to the customer's premises. Some customers, like

shopping malls, use large, roll-off containers with compactors. This

type of customer generally generates compactible trash, like cardboard,

in very great quantities; it is more economical for this type of

customer to use roll-off service with a compactor than to use a number

of small containers picked up multiple times a week.

B. Small Containerized Hauling Service

There are no practical substitutes for small containerized hauling

service. Small containerized hauling service customers will not

generally switch to noncontainerized hauling service because it is too

impractical and costly for those customers to bag and carry their trash

to the curb for hand pick-up. Small containerized hauling service

customers also value the cleanliness and relative freedom from

scavengers afforded by that service. Similarly, roll-off service is

much too costly and takes up too much space for most small

containerized hauling service customers. Only customers that generate

the largest volumes of solid waste can economically consider roll-off

service, and for customers that do generate large volumes of waste,

roll-off service is usually the only viable option. Accordingly, small

containerized hauling service is a line of commerce and a relevant

product market.

Solid waste hauling services are generally provided in very

localized areas. Route density (a large number of customers that are

close together) is necessary for small containerized solid waste

hauling firms to be profitable. In addition, it is not economically

efficient for heavy trash hauling equipment to travel long distances

from customers without collecting significant amounts of waste. Thus,

it is not efficient for a hauler to serve major metropolitan areas from

a distant base. Haulers, therefore, generally establish garages and

related facilities within each major local area served. Local laws or

regulations that restrict where waste can be disposed of may further

localize markets. Flow control regulations designate the disposal

facilities where trash picked up within a geographic area must be

disposed. Other local regulations may also prohibit the depositing of

trash from outside a particular jurisdiction in disposal facilities

located within that jurisdiction. These laws and regulations dictate

that haulers operate only in these local jurisdictions so that they may

use the designated disposal facilities. Thus, the Complaint alleges

that small containerized hauling services in certain specific

geographic areas constitute a line of commerce and a relevant market

for antitrust purposes.

The Complaint alleges each of the following as a relevant

geographic market for small containerized hauling services: (1) The

Baltimore market; (2) Broward County, Florida; (3) Chester County,

Pennsylvania; (4) Clay County, Florida; (5) Duval County, Florida; (6)

Polk County, Florida; (7) the Southern Eastern Shore market; (8) Sussex

County, Delaware; and (9) the Western Maryland market.

BFI and Attwoods compete with each other in small containerized

hauling services in each of the relevant geographic markets named, all

of which are highly concentrated and become substantially more

concentrated as a result of the proposed acquisition. In the markets of

concern, BFI and Attwoods have the following approximate shares of the

small containerized hauling business: (1) Baltimore market, BFI 31

percent, Attwoods 22 percent; (2) Broward County, Florida, BFI 11

percent, Attwoods 12 percent;\2\ (3) Chester County, Pennsylvania, BFI

38 percent, Attwoods 20 percent; (4) Clay County, Florida, BFI 27

percent, Attwoods 22 percent; (5) Duval County, Florida, BFI 38

percent, Attwoods 14 percent; (6) Polk County, Florida, BFI 33 percent,

Attwoods 18 percent; (7) the Southern Eastern Shore. BFI 31, Attwoods

24 percent; (8) Sussex County, Delaware, BFI 19 percent, Attwoods 27

percent; and (9) Western Maryland, BFI 38 percent, Attwoods 23 percent.

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

\2\The market share data and HHI calculations in Broward County

and Polk County, Florida are based on open commercial areas not

subject to municipal or county franchises.

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

The acquisition would increase the Herfindahl-Hirschmann Index

(``HHI''),\3\ a measure of market concentration, by the following

amounts in the following areas: (1) Baltimore market, by about 1350, to

about 3300; (2) Broward County, Florida, by about 260 to about 2870;

(3) Chester County, Pennsylvania, by about 1500, to about 3750; (4)

Clay County, Florida, by about 1200, to about 4000; (5) Duval County,

Florida, by about 1025, to about 3475; (6) Polk County, Florida, by

about 1190, to about 4020; (7) the Southern Eastern Shore, by about

1450, to about 3650; (8) Sussex County, Delaware, by 1010, to about

2970; and (9) Western Maryland, by about 1725, to about 3950.

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

\3\The Herfindahl-Hirschmann Index (``HHI'') is a measure of

market concentration calculated by squaring the market share of each

firm competing in the market and then summing the resulting numbers.

For example, for a market consisting of four firms with shares of

30, 30, 20 and 20 percent, the HHI is 2600 (30 squared (900) plus 30

squared (900) plus 20 squared (400) plus 20 squared (400) = 2600).

The HHI, which takes into account the relative size and distribution

of the firms in a market, ranges from virtually zero to 10,000. The

index approaches zero when a market is occupied by a large number of

firms of relatively equal size. The index increases as the number of

firms in the market decreases and as the disparity in size between

the leading firms and the remaining firms increases.

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

A new entrant cannot constrain the prices of larger incumbents

until it achieves minimum efficient scale and operating efficiencies

comparable to the incumbent firms. In small containerized hauling

service, achieving comparable operating efficiencies requires achieving

route density comparable to existing firms, which typically takes a

substantial period of time. A substantial barrier to entry is the use

of long-term contracts coupled with selective pricing practices by

incumbent firms to deter new entrants into small containerized hauling

service and to hinder them in winning enough customers to build

efficient routes. Further, even if a new entrant endures and grows to a

point near minimum efficient scale, the entrant will often be purchased

by an incumbent firm and will be removed as a competitive threat.

Solid waste hauling is an industry highly susceptible to tacit or

overt collusion among competing firms. Overt collusion has been

documented in more than a dozen criminal and civil antitrust cases

brought in the last decade and a half. Such collusion typically

involves customer allocation and price fixing, and where it has

occurred, has been shown to persist for many years.

The elimination of one of a small number of significant

competitors, such as would occur as a result of the proposed

transaction in the alleged markets, significantly increases the

likelihood that consumers in these markets are likely to face higher

prices or poorer quality service.

Based on the foregoing and other facts, the Complaint alleges that

the effect of the proposed acquisition may be substantially to lessen

competition in the above-described geographic areas in the small

containerized hauling service market in violation of Section 7 of the

Clayton Act.

III.

Explanation of the Proposed Final Judgment

The provisions of the proposed Final Judgment are designed to

eliminate the anticompetitive effects of the acquisition in small

containerized hauling services in certain geographic markets by

establishing a new, independent and economically viable competitor in

those markets. The proposed Final Judgment requires BFI, within 90 days

following the date a majority of the Attwoods Board of Directors is

elected or appointed by BFI, but in no event later than March 30, 1995,

to divest, as viable ongoing businesses, the small container business

of Attwoods serving Chester County, Pennsylvania, Duval and Clay

counties, Florida, the Western Maryland market, Sussex County,

Delaware, and the Southern Eastern Shore market. The divestiture would

include both the small containerized hauling service assets and such

other assets as may be necessary to insure the viability of the small

container business. If BFI cannot accomplish these divestitures within

the above-described period, the Final Judgment provides that, upon

application (after consultation with the states of Florida and

Maryland) by the United States as plaintiff, the Court will appoint a

trustee to effect divestiture.

The proposed Final Judgment provides that the assets must be

divested in such a way as to satisfy plaintiff United States (after

consultation with the states of Florida and Maryland) that the

operations can and will be operated by the purchaser or purchasers as

viable, ongoing businesses that can compete effectively in the relevant

markets. Similarly, if the divestiture is accomplished by the trustee,

the assets must be divested in such a way as to satisfy plaintiff

United States (after consultation with the states of Florida and

Maryland) that the businesses can and will be operated as viable,

independent competitors by the purchaser or purchasers. The defendant

must take all reasonable steps necessary to accomplish the divestiture

and shall cooperate with bona fide prospective purchasers and, if one

is appointed, with the trustee.

If a trustee is appointed, the proposed Final Judgment provides

that BFI will pay all costs and expenses of the trustee. The trustee's

commission will be structured so as to provide an incentive for the

trustee based on the price obtained and the speed with which

divestiture is accomplished. After his or her appointment becomes

effective, the trustee will file monthly reports with the parties and

the Court, setting forth the trustee's efforts to accomplish

divestiture. At the end of six months, if the divestiture has not been

accomplished, the trustee and the parties will make recommendations to

the Court which shall enter such orders as appropriate in order to

carry out the purpose of the trust, including extending the trust or

the term of the trustee's appointment.

The proposed Final Judgment also requires BFI to offer less

restrictive contracts (attached to the proposed Final Judgment as

Exhibit A) to small containerized hauling customers in the Baltimore

market, and in the following neighboring counties: Howard, Carroll,

Harford, Prince George's, Calvert, and Montgomery.

These changes to the contracts involve substantially shortening the

term of contracts BFI uses from three years to one year and

substantially reducing the amount of liquidated damages. The proposed

Final Judgment requires that these revised contracts shall be offered

to all new small containerized hauling customers or to existing

customers that sign new contracts for small containerized hauling

services, effective beginning the date BFI acquires a majority of

Attwoods' ordinary shares. By December 1, 1995, BFI must offer the

revised contract attached as Exhibit A to the proposed Final Judgment

to all of its (and former Attwoods') small containerized hauling

service customers in the area described in the preceding paragraph.

The United States concluded divestiture was not necessary in the

Baltimore market and that a change in the types of contracts used with

small containerized hauling service in this market and in the adjoining

areas of Calvert, Carroll, Harford, Howard, Montgomery, and Prince

George's counties, Maryland, will adequately address the competitive

concerns posed by BFI's acquisition of a majority of Atwoods' ordinary

shares. A number of factors led to that decision, including the number

of existing competitors in the market; the size of the population and

number and density of commercial establishments requiring small

containerized hauling service; and the number of haulers that currently

do not provide but could, absent the long-term contracts that now

exist, easily and quickly provide small containerized hauling service

in the market. Due to these factors, requiring BFI to offer less

restrictive contracts both within the market and throughout the

neighboring counties eliminates a major barrier to entry and expansion.

Haulers already serving the market will be able to more easily expand

their current or build new routes and nearby haulers will be able to

build routes, thus constraining any possible anticompetitive price

increase by the post-acquisition firm.

The proposed Final Judgment also requires BFI to offer less

restrictive contracts (attached to the proposed Final Judgment as

Exhibit B) to small containerized hauling customers in Polk and Broward

counties, Florida. The changes to the contracts involve substantially

shortening the term of contracts BFI uses from five years to two years

and substantially reducing the amount of liquidated damages. The

proposed Final Judgment requires that these revised contracts shall be

offered to all new small containerized hauling customers or to existing

customers that sign new contracts for small containerized hauling

service, effective beginning the date BFI acquires a majority of

Attwoods' ordinary shares. By December 1, 1995, BFI must offer the

revised contract attached as Exhibit B to the proposed Final Judgment

to all of its (and former Atwoods') small containerized hauling service

customers in Polk and Broward counties, Florida.

The United States concluded that these contracts revisions in Polk

and Broward counties will adequately address the competitive concerns

posed by BFI's acquisition of the majority of Atwoods' stock in these

markets. In Broward County, the number and relative size of other

competitors, and the fact that the merged firm would have a market

share of 23 percent were all factors in reaching this conclusion. In

Polk County, which has only a limited amount of small containerized

hauling service that is open to private haulers (a large percentage of

the service is provided by municipalities), and is located 30 miles

from Tampa, a major metropolitan area, there are at least one or two

strong haulers that could easily and quickly enter if prices for small

containerized hauling service in Polk County were to rise to constrain

possible anticompetitive behavior. With less restrictive contracts

being used, these haulers would be able to obtain customers and build

sufficient route density to create profitable routes.

The relief sought in the various markets alleged in the complaint

has been tailored to insure that, given the specific conditions in each

market, the relief will protect consumers of small containerized

hauling service from higher prices and poorer quality service in those

markets that might otherwise result from the acquisition.

IV.

Remedies Available to Potential 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 the person has suffered, as well as costs and reasonable

attorneys' fees. Entry of the proposed Final Judgment will neither

impair nor assist the bringing of any private antitrust damage action.

Under the provisions of Section 5(a) of the Clayton Act (15 U.S.C.

16(a)), the proposed Final Judgment has no prima facie effect in any

subsequent private lawsuit that may be brought against defendant.

V.

Procedures Available for Modification of the Proposed Final Judgment

The United States and defendant have stipulated that the proposed

Final Judgment may be entered by the Court after compliance with the

provisions of the APPA, provided that the United States has not

withdrawn its consent. The APPA conditions entry upon the Court's

determination that the proposed Final Judgment is in the public

interest.

The APPA provides a period of at least 60 days preceding the

effective date of the proposed Final Judgment within which any person

may submit to the United States written comments regarding the proposed

Final Judgment. Any person who wishes to comment should do so within

sixty (60) days of the date of publication of this Competitive Impact

Statement in the Federal Register. The United States will evaluate and

respond to the comments. All comments will be given due consideration

by the Department of Justice, which remains free to withdraw its

consent to the proposed Judgment at any time prior to entry. The

comments and the response of the United States will be filed with the

Court and published in the Federal Register.

Written comments should be submitted to: Anthony V. Nanni, Chief,

Litigation I Section, Antitrust Division, United States Department of

Justice, 1401 H Street, N.W., Suite 4000, Washington, D.C. 20530. 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 the modification, interpretation, or

enforcement of the Final Judgment.

VI.

Alternatives to the Proposed Final Judgment

The United States considered, as an alternative to the proposed

Final Judgment, litigation against defendant BFI. The United States

could have brought suit and sought preliminary and permanent

injunctions against BFI's acquisition of the ordinary shares of

Attwoods. The United States is satisfied, however, that the divestiture

of the assets and the contract relief outlined in the proposed Final

Judgment, will establish viable small containerized hauling service

competitors in the markets identified by the United States as requiring

divestiture and lower entry barriers that would otherwise substantially

lessen competition in the markets identified for contractual relief.

The United States is satisfied that the proposed relief will prevent

the acquisition from having anticompetitive effects in those markets.

The divestiture and the proposed contractual relief will restore the

markets to the structure that existed prior to the acquisition, will

preserve the existence of independent competitors in those areas, and

will allow for new entry and expansion by existing firms in those

markets where contract relief is sought.

VII.

Standard of Review Under the APPA for Proposed Final Judgment

The APPA requires that proposed consent judgments in antitrust

cases brought by the United States be subject to a sixty-day comment

period, after which the court shall determine whether entry of the

proposed Final Judgment ``is in the public interest.'' In making that

determination, the court may consider--

(1) The competitive impact of such judgment, including

termination of alleged violations, provisions for enforcement and

modification, duration or relief sought, anticipated effects of

alternative remedies actually considered, and any other

considerations bearing upon the adequacy of such judgment;

(2) The impact of entry of such judgment upon the public

generally and individuals alleging specific injury from the

violations set forth in the complaint including consideration of the

public benefit, if any, to be derived from a determination of the

issues at trial.

15 U.S.C. 16(e) (emphasis added). The courts have recognized that the

term ``public interest'' ``take[s] meaning from the purposes of the

regulatory legislation.'' NAACP v. Federal Power Comm'n, 425 U.S. 662,

669 (1976). Since the purpose of the antitrust laws is to ``preserve[e]

free and unfettered competition as the rule of trade,'' Northern

Pacific Railway Co. v. United States, 356 U.S. 1, 4 (1958), the focus

of the ``public interest'' inquiry under the APPA is whether the

proposed Final Judgment would serve the public interest in free and

unfettered competition. United States v. American Cyanamid Co., 719

F.2d 558, 565 (2d Cir. 1983), cert. denied, 465 U.S. 1101 (1984);

United States v. Waste Management, Inc., 1985-2 Trade Cas, 66,651, at

63,046 (D.D.C. 1985). In conducting this inquiry, ``the Court is

nowhere compelled to go to trial or to engage in extended proceedings

which might have the effect of vitiating the benefits of prompt and

less costly settlement through the consent decree process.''\4\ Rather,

\4\119 Cong. Rec. 24598 (1973). See United States v. Gillette

Co., 406 F. Supp. 713, 715 (D. Mass. 1975). A ``public interest''

determination can be made properly on the basis of the Competitive

Impact Statement and Response to Comments filed pursuant to the

APPA. Although the APPA authorizes the use of additional procedures,

15 U.S.C. Sec. 16(f), those procedures are discretionary. A court

need not invoke any of them unless it believes that the comments

have raised significant issues and that further proceedings would

aid the court in resolving those issues. See H.R. Rep. 93-1463, 93rd

Cong. 2d Sess. 8-9, reprinted in (1974) U.S. Code Cong. & Ad. News

6535, 6538.

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Absent a showing of corrupt failure of the government to

discharge its duty, the Court, in making its public interest

finding, should . . . carefully consider the explanations of the

government in the competitive impact statement and its responses to

comments in order to determine whether those explanations are

reasonable under the circumstances.

United States v. Mid-America Dairymen, Inc., 1977-1 Trade Cas. 61,580,

at 71,980 (W.D. Mo. 1977).

It is also unnecessary for the district court to ``engage in an

unrestricted evaluation of what relief would best serve the public.''

United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir. 1988) Quoting

United States v. Bechtel Corp, 648 F.2d 660, 666 (9th Cir.), cert.

denied, 454 U.S. 1083 (1981). Precedent requires that:

The balancing of competing social and political interests

affected by a proposed antitrust consent decree must be left, in the

first instance, to the discretion of the Attorney General. The

court's role in protecting the public interest is one of insuring

that the government has not breached its duty to the public in

consenting to the decree. The court is required to determine not

whether a particular decree is the one that will best serve society,

but whether the settlement is ``within the reaches of the public

interest.'' More elaborate requirements might undermine the

effectiveness of antitrust enforcement by consent decree.\5\

\5\United States v. Bechtel, 648 F.2d at 666 (citations omitted)

(emphasis added); see United States v. BNS, Inc., 858 F.2d at 463;

United States v. National Broadcasting Co., 449 F. Supp. 1127, 1143

(C.D. Cal. 1978); United States v. Gillette Co., 406 F. Supp. at

716. See also United States v. American Cyanamid Co., 719 F.2d at

565.

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A proposed consent decree is an agreement between the parties which

is reached after exhaustive negotiations and discussions. Parties do

not hastily and thoughtlessly stipulate to a decree because, in doing

so, they

Waive their right to litigate the issues involved in the case and

thus save themselves the time, expense, and inevitable risk of

litigation. Naturally, the agreement reached normally embodies a

compromise; in exchange for the saving of cost and the elimination

of risk, the parties each give up something they might have won had

they proceeded with the litigation.

United States v. Armour & Co., 402 U.S. 673, 681 (1971).

The proposed Final Judgment, therefore, should not be reviewed

under a standard of whether it is certain to eliminate every

anticompetitive effect of a particular practice or whether it mandates

certainty of free competition in the future. Court approval of a final

judgment requires a standard more flexible and less strict than the

standard required for a finding of liability. ``[A] proposed decree

must be approved even if it falls short of the remedy the court would

impose on its own, as long as it falls within the range of

acceptability or is `within the reaches of public interest.' (citations

omitted).''\6\

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\6\United States v. American Tel. and Tel Co., 552 F. Supp. 131,

150 (D.D.C. 1982), aff'd sub nom. Maryland v. United States, 460

U.S. 1001 (1983) quoting United States v. Gillette Co., supra, 406

F. Supp. at 716; United States v. Alcan Aluminum, Ltd., 605 F. Supp.

619, 622 (W.D. Ky 1985).

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VIII.

Determinative Documents

There are no determinative materials or documents within the

meaning of the APPA that were considered by the United States in

formulating the proposed Final Judgment.

Dated: December 2, 1994.

Respectfully submitted,

Nancy H. McMillen,

Peter H. Goldberg,

DC Bar #055608

Evangelina Almirantearena,

Antitrust Division.

Certification of Service

I hereby certify that a copy of the foregoing has been served upon

Browning-Ferris Industries, Inc., the Office of the Attorney General of

the State of Florida, and the Office of the Attorney General of the

State of Maryland, by placing a copy of this Competitive Impact

Statement in the U.S. Mail, directed to each of the above-named parties

at the addresses given below, this second day of December, 1994.

Browning-Ferris Industries, Inc.: c/o Rufus Wallingford, Executive Vice

President and General Counsel, 757 North Eldridge Street, Houston,

Texas 77079

State of Maryland, Office of the Attorney General, Antitrust Division,

200 St. Paul Place, Baltimore, Maryland 21202

State of Florida, Office of the Attorney General, Department of Legal

Affairs, The Capitol, Tallahassee, Florida 32399-1050

Nancy H. McMillen,

Attorney.

Hold Separate Stipulation and Order

UNITED STATE OF AMERICA, State of Florida by and through its

Attorney General Robert A. Butterworth, and State of Maryland by and

through its Attorney General J. Joseph Curran, Jr., Plaintiffs v.

Browning-Ferris Industries, Inc., Defendant

Civil Action No.: 94 2588, Judge Richey.

It is stipulated and agreed by and between the undersigned parties:

1. As used in this Stipulation and Order:

(a) ``BFI'' means defendant Browning-Ferris Industries, Inc., a

Delaware corporation with its headquarters in Houston, Texas, and

includes its successors and assigns, their subsidiaries, affiliates,

directors, officers, managers, agents and employees. After BFI acquires

control of Attwoods plc, BFI includes Attwoods plc, but does not

include the entities described in paragraph (e)-(h) herein.

(b) ``Attwoods'' means Attwoods plc, a British corporation with its

headquarters in Buckinghamshire, U.K., and its successors and assigns,

their subsidiaries, affiliates, directors, officers, managers, agents

and employees.

(c) ``Small Container Business of Attwoods, means the provision by

Attwoods of solid waste hauling service to commercial customers using

frontend load trucks to service 1 to 10 cubic yard containers: in

Frederick County, Maryland; Washington County, Maryland; by the

operations of Attwoods, Salisbury, Maryland Division; in Duval and in

Clay Counties, Florida, and the provision by Attwoods of solid waste

hauling service to commercial customers using frontend load and

rearload trucks to service 1 to 10 cubic yard containers in Chester

County, Pennsylvania.

(d) ``Solid waste hauling'' means the collection and transportation

to a disposal site of trash and garbage (but not medical waste; organic

waste; special waste, such as contaminated soil; sludge; or recycled

materials) from residential, commercial and industrial customers. Solid

waste hauling includes hand pick-up, containerized pick-up and roll-off

service.

(e) ``Honey Brook Assets'' means the assets of the Honey Brook

Division of Attwoods with an office on Chestnut Tree Road, Honey Brook,

Pennsylvania, that provides solid waste hauling services in the Chester

County, Pennsylvania area. Honey Brook Assets include all customer

lists, contracts and accounts, all contracts for disposal of solid

waste at disposal facilities, all trucks, containers, equipment,

material, supplies, computer software, bank accounts, and all other

tangible and intangible assets, rights and other benefits presently

owned, licensed, possessed or used by the Honey Brook Division.

(f) ``All Jax Assets'' means the assets of County Sanitation Inc.,

an Attwoods subsidiary, d/b/a All Jax Waste Service, with an office at

8619 Western Way, Jacksonville, Florida, that provides solid waste

hauling services in the Duval County and Clay County, Florida area. The

All Jax Assets include all disposal of solid waste at disposal

facilities, all trucks, containers, equipment, material, supplies,

computer software, bank accounts, and all other tangible and intangible

assets, rights and other benefits presently owned, licensed, possessed

or used by County Sanitation d/b/a All Jax Waste Service.

(g) ``Frederick Assets'' means the assets of the Frederick Division

of Attwoods with an office at 8145 Reichs Ford Road, Frederick,

Maryland, that provides solid waste hauling services in the western

Maryland area. Frederick Assets include all customer lists, contracts

and accounts, all contracts for disposal of solid waste at disposal

facilities, all trucks, containers, equipment, material, supplies,

computer software, bank accounts, and all other tangible and intangible

assets, rights and other benefits presently owned, licensed, possessed

or used by the Frederick Division.

(h) ``Salisbury Assets'' means the assets of the Salisbury Division

of Attwoods with an office at 9140 Ocean Highway, Delmar, Maryland,

that provides solid waste hauling services in the Maryland and southern

Delaware area. Salisbury Assets include all customer lists, contracts

and accounts, all contracts for disposal of solid waste at disposal

facilities, all trucks, containers, equipment, material, supplies,

computer software, bank accounts, and all other tangible and intangible

assets, rights and other benefits presently owned, licensed, possessed

or used by the Salisbury Division.

2. It is the intent of the Final Judgment filed in this proceeding

to require BFI to divest as viable business operations the Small

Container Business of Attwoods. It is the intent of this Hold Separate

Stipulation and Order to insure, prior to such divestiture, that the

Divestiture Assets will remain available as a source of assets for a

prospective purchaser to insure such viability.

3. BFI shall preserve, hold, and continue to operate the Honey

Brook Assets, All Jax Assets, Frederick Assets, and Salisbury Assets

(``hereinafter referred to together as the `Divestiture Assets''') as

ongoing businesses with their assets, management and operations

entirely separate, distinct and apart from those of BFI, unless the

United States of America (hereinafter ``United States''), after

consultation with the State of Florida (hereinafter ``Florida'') and

the State of Maryland (hereinafter ``Maryland'') otherwise consents in

writing in advance. BFI shall use all reasonable efforts to maintain,

preserve and increase the customer base of the Divestiture Assets, and

to otherwise maintain the Divestiture Assets as viable and active

competitors in solid waste hauling in the areas in which they operate.

Nothing herein shall prevent BFI from appointing a person with

oversight responsibility for the Divestiture Assets to insure

compliance with this Stipulation and Order and the Final Judgment

provided that such person agrees to comply in all respects with the

terms of this Stipulation and Order.

4. BFI shall not sell, lease, assign, transfer or otherwise dispose

of, or pledge as collateral for loans (except such loans as are

currently outstanding or replacements or substitutes therefor), any

Divestiture Assets, except such assets as are replaced in the ordinary

course of business with newly purchased assets and are so identified as

replacement assets.

5. The provisions of paragraphs 3 and 4 include but are not limited

to: Preserving all facilities and equipment used for solid waste

hauling and their right and ability to be used or operated at the

site(s) where they are located or customarily used; preserving all

operating permits and permit applications (including proceeding with

such operation or application as is necessary to renew such permits,

make permanent any temporary permits, or obtain a permit applied for);

and preserving all administrative and support facilities within such

areas. It is expressly recognized that nothing herein shall prevent

BFI, upon divestiture of the Small Container Business in any area

identified in paragraph 1(c), from taking over the remaining

Divestiture Assets in that area.

6. BFI shall not use the ``Attwoods'' name or any other Attwoods

names or trademarks nor identify any relationship between BFI and

Attwoods in any advertising, sales or promotional activities pertaining

to solid waste hauling in the areas where the Divestiture Assets

operate until such time as the Divestiture Assets are divested. BFI

shall permit the use by the Divestiture Assets of the ``Attwoods'' name

or any other Attwoods names or trademarks presently being used by the

Divestiture Assets in their solid waste hauling operations until such

time as they are divested. Until such time, BFI shall not cause any

change in the identification of services provided by the Divestiture

Assets including identifications on correspondence, invoices or similar

documents.

7. BFI shall preserve all of the Divestiture Assets, except those

replaced with newly acquired assets in the ordinary course of business,

in a state of repair comparable to their state of repair as of December

1, 1994, subject to ordinary and customary wear and tear in the

ordinary course of business. BFI shall continue to perform normal

maintenance and to replace the Divestiture Assets in the ordinary

course of business.

8. To maintain the Divestiture Assets as viable, ongoing

businesses, BFI shall, until divestiture, (a) provide and maintain

sufficient working capital for the Divestiture Assets and (b) provide

and maintain sufficient lines and sources of additional credit for the

Divestiture Assets.

9. BFI shall refrain from taking any action that would jeopardize

the sale or operation of any of the Divestiture Assets as viable

ongoing concerns, including but not limited to refraining from causing

or allowing a shift of customers from any of the Divestiture Assets to

BFI or to any other provider of solid waste hauling. A rebuttable

presumption that BFI has caused or allowed a shift of customers shall

arise if, prior to divestiture of the Honey Brook Assets, the All Jax

Assets, the Frederick Assets, or the Salisbury Assets the number of

residential, commercial or industrial solid waste hauling customers

drops seven and one half (7.5) percent or more below the number

existing on December 1, 1994 for the specified asset, or if monthly

solid waste hauling revenues decline seven and one half (7.5) percent

or more below the December 1994 solid waste hauling revenues for the

specified Assets.

10. BFI shall maintain on behalf of the Divestiture Assets, in

accordance with sound accounting practices, separate, true and complete

financial ledgers, books and records reporting the profit and loss,

assets and liabilities, separately, of the Honey Brook Assets, the All

Jax Assets, the Frederick Assets, and the Salisbury Assets on a monthly

and quarterly basis.

11. BFI shall refrain from terminating or reducing any current

employment, salary, or benefit agreements for any management, sales,

marketing, mechanical, or other technical personnel employed by the

Divestiture Assets, except in the ordinary course of business, without

the prior written approval of the United States, after consultation

with Florida and Maryland.

12. In the absence of prior consent by the purchaser of any of the

Divestiture Assets, defendant is hereby enjoined and restrained until

six (6) months following the date of divestiture from negotiating for

or offering any employment to any person who is currently employed by

the Divestiture Assets acquired by said purchaser.

13. The defendant shall refrain from taking any action that would

have the effect of reducing the scope or level of competition between

the Divestiture Assets and other providers of solid waste hauling

without the prior written approval of the United States, after

consultation with Florida and Maryland.

14. BFI shall take all steps necessary to assure that no

proprietary business or financial information specific to the

Divestiture Assets is transferred or otherwise becomes available to

BFI's employees having direct marketing and sales responsibilities for

any area where BFI competes with the Divestiture Assets. This paragraph

includes, but is not limited to, contract, account or customer--

specific information of any kind, and pricing and marketing plans and

strategies of the Divestiture Assets.

15. Defendant shall take no action that would interfere with the

ability of the trustee appointed pursuant to the proposed Final

Judgment filed in this proceeding to sell the Divestiture Assets to a

suitable purchaser or purchasers.

16. This Hold Separate Stipulation and Order shall remain in effect

pending consummation of the divestiture contemplated by the proposed

Final Judgment filed in this proceeding or until further Order of the

Court.

Dated: December 1, 1994.

Respectfully submitted.

For Plaintiff United States of America: Anne K. Bingaman,

Assistant Attorney General, Steven C. Sunshine; Constance K.

Robinson, Attorneys, U.S. Department of Justice, Antitrust Division,

Willie L. Hudgins, Jr., DC Bar #37127, Nancy H. McMillen, Peter H.

Goldberg, DC Bar #055608; Evangelina M. Almirantearena, Attorneys,

U.S. Department of Justice, Antitrust Division.

For Defendant Browning-Ferris Industries, Inc.: Rufus

Wallingford, Executive Vice President and General Counsel.

For Plaintiff State of Maryland: J. Joseph Curran, Jr., Deputy

Attorney General; Ellen S. Cooper, Assistant Attorney General,

Chief, Antitrust Division; Alan M. Barr, Assistant Attorney General,

Deputy Chief, Antitrust Division; John R. Tennis, Assistant Attorney

General.

For Plaintiff State of Florida; Robert A. Butterworth, Attorney

General; Jerome W. Hoffman, Chief, Antitrust Section; Lizabeth A.

Leeds, Assistant Attorney General, Fl. Bar #0457991.

So Ordered.

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United States District Judge

Date:

[FR Doc. 94-30816 Filed 12-14-94; 8:45 am]

BILLING CODE 4410-01-M