United States v. Computer Associates International, Inc. and Legent Corporation; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Computer Associates International, Inc. and

Legent Corporation; 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 and

Competitive Impact Statement have been filed with the United States

District Court for the District of Columbia in a civil antitrust case,

United States v. Computer Associates International, Inc. and Legent

Corporation, Civil No. 95 CV 1398.

On July 28, 1995, the United States filed a Complaint seeking to

enjoin a transaction by which Computer Associates agreed to acquire

Legent. Computer Associates is the world's largest independent vendor

of computer software for mainframe computers and a leading producer of

mainframe computer systems management software. Legent is CA's major

competitor in the mainframe computer systems management software

business. The Complaint alleged that the proposed acquisition would

substantially lessen competition in the sale of VSE tape management

software, VSE disk management software, VSE security software, VSE job

scheduling software, VSE automated operations software, and cross-

platform systems management software in violation of Section 7 of the

Clayton Act, 15 U.S.C. 18.

With respect to the five VSE markets, the proposed Final Judgment

requires Computer Associates to license Legent's VSE products to a

person determined by the United States to have the capabilities and

resources needed to use the licenses as a viable and effective

competitor. If CA is unable to identify a viable licensee that is

satisfactory to the Department of Justice, the Court may appoint a

trustee to carry out the licensing. With respect to the cross-platform

systems management software market, the proposed Final Judgment forbids

CA for five years from taking any action to restrict any other person's

access to Peer Logic's key cross-platform systems management

technology, called ``PIPES.'' A Competitive Impact Statement filed by

the United States describes the Complaint, the proposed Final Judgment,

and remedies available to private litigants.

The public is invited to comment to the Justice Department and to

the Court. Comments should be addressed to John F. Greaney, Chief,

Computers and Finance Section, U.S. Department of Justice, Antitrust

Division, 555 4th Street, NW., Room 9901, Washington, DC 20001

(telephone: 202/307-6200). Comments must be received within sixty days.

Copies of the Complaint, proposed Final Judgment, and Competitive

Impact Statement are available for inspection in Room 207 of the U.S.

Department of Justice, Antitrust Division, 325 7th Street NW.,

Washington, DC 20530 (telephone: 202/514-2481), and at the Office of

the Clerk of the United States District Court for the District of

Columbia, 333 Constitution Avenue NW., Washington, DC 20001. Copies of

these materials may be obtained upon request and payment of a copying

fee.

Constance K. Robinson,

Director of Operations.

In the matter of: United States of America, Plaintiff, v.

Computer Associates, International, Inc., and Legent Corporation,

Defendants. Civil Action No. 1:95CV01398. Filed: July 28, 1995.

Stipulation

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

respective attorneys, that:

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

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

proper in the District of 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), and without further notice to any party or other

proceedings, provided that plaintiff has not withdrawn its consent,

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

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

notice with the Court.

3. The defendants 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 vent plaintiff withdraws its 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: July 27, 1995.

For Plaintiff United States of America.

Joel I. Klein,

Acting Assistant Attorney General.

Lawrence R. Fullerton,

Acting Deputy Assistant Attorney General.

Charles Biggio,

Senior Counsel for Merger Enforcement.

Constance K. Robinson,

Director of Operations.

John F. Greaney,

Chief, Computers and Finance Section.

N. Scott Sacks,

Assistant Chief, Computers and Finance Section.

Kenneth W. Gaul, Weeun Wang, Gilad Y. Ohana, Steven R. Beck, Minaksi

Bhatt,

Attorneys, U.S. Department of Justice.

For Defendant Computer Associates International, Inc.

Richard L. Rosen.

For Defendant Legent Corporation.

Randolph H. Elkins.

So Ordered.

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

United States District Judge

Disclosure Pursuant to Rule 108(k)

Pursuant to Rule 108(k) of the Local Rules of this Court, the

following is a list of all individuals entitled to be notified of the

entry of the foregoing Stipulation and of the entry of the proposed

Final Judgment:

Richard L. Rosen, Esq., Arnold & Porter, 555 Twelfth St., N.W.,

Washington, D.C. 20004-1202

Counsel for Defendant Computer Associates International, Inc.

Michael H. Byowitz, Esq., Wachtell, Lipton, Rosen & Katz, 51 West 52nd

St., New York, NY 10019-6150

Counsel for Defendant Legent Corporation

[[Page 46862]]

Kenneth W. Gaul, Esquire, Attorney, Computers & Finance Section,

Antitrust Division, U.S. Department of Justice, 555 4th St., N.W.,

Washington, D.C. 20001

Counsel for Plaintiff the United States

Final Judgment

In the matter of: United States of America, Plaintiff, v.

Computer Associates International, Inc., and Legent Corporation,

Defendants. Civil Action No. 1:95CV01398. Filed: July 28, 1995.

Whereas, Plaintiff, United States of America, having filed its

Complaint herein on July 28, 1995, and Plaintiff and Defendants, by

their respective attorneys, having consented to the entry of this Final

Judgment without trial or adjudication of any issue of fact or law, and

without this Final Judgment constituting any evidence against or an

admission by any party with respect to any issue of fact or law;

And Whereas, Defendants having agreed to be bound by the provisions

of this Final Judgment pending its approval by the Court;

And Whereas, the essence of this Final Judgment being prompt and

certain remedial action to ensure that, after the acquisition referred

to herein, competition is not substantially lessened in certain product

markets for enumerated types of mainframe systems management software;

And Whereas, Defendants having represented to Plaintiff that the

licensing and customer election procedures required below can and will

be accomplished and that Defendants will later raise no claims of

hardship or difficulty as grounds for asking the Court to modify any of

the licensing and customer election 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 each of the parties hereto and the

subject matter of this action. Venue is proper in this Court. The

Complaint states a claim upon which relief may be granted against the

Defendants under Section 7 of the Clayton Act, as amended (15 U.S.C.

18).

II. Definitions

A. ``Computer Associates'' means Defendant Computer Associates

International, Inc., its successors and assigns, each subsidiary and

division thereof, and each officer, director, employee, agent and other

person acting for or on behalf of any of them.

B. ``Customer'' means a holder of any current license or

maintenance agreement for any subject software product with defendants,

regardless where the customer is located.

C. ``Customer Information'' means all information, files, and

records maintained by Defendants concerning Customers, including (i)

all customer call reports (or portions thereof covering the Subject

Software Products); (ii) all pricing information; (iii) all support and

maintenance logs; and (iv) all other information maintained by

defendants about specific Customers as concerns the Subject Software

Products.

D. ``Defendants'' means, collectively or individually as the

context requires, Computer Associates and/or Legent.

E. ``Effective Date(s)'' means the later of (i) the date of entry

by the Court of this Final Judgment; or (ii) the execution of

definitive license agreement(s) as contemplated in Part IV, below.

F. ``Legent'' means Defendant Legent Corporation, its successors

and assigns, each subsidiary and division thereof, and each officer,

director, employee, agent and other person acting for or on behalf of

any of them.

G. ``PIPES'' means the technology developed by Peer Logic, Inc.

known as PIPES, PIPES Platform, PIPES Platform Software Developers Kit,

and derivative works of any of these products, both in object code and

source code forms.

H. ``Subject Software Product'' means each of the following

computer programs presently sold by Legent: (i) EPIC/VSE (VSE tape

management and disk management); (ii) FAQS/PCS (VSE automated job

scheduling); (iii) Alert/VSE and Alert/CICS (VSE security); and (iv)

FAQS/ASO for VSE (VSE automated operations). Each Subject Software

Product shall include:

1. all source code and object code for the version or versions of

the Subject Software Product currently being sold or distributed

anywhere in the world, all existing source code and object code for all

prior versions of the Subject Software Product previously sold or

distributed anywhere in the world, and the most current iterations of

source code and object code for all versions of the Subject Software

Product under development or developed but not yet being sold or

distributed, as of the date of the license(s) entered into pursuant to

Part IV, below;

2. all optional modules, add-ons, enhancements and software

customization sold or distributed to customers for use with the Subject

Software Product;

3. all development tools, development environments, unique

programming languages, software patches and other software or

intellectual property that are or were used to develop, upgrade, and

maintain that Subject Software Product that (i) defendants have the

right to license, sub-license or assign, and (ii) that are not

generally commercially available;

4. all existing documentation developed for use with any past,

present or future version of the Subject Software Product, including

all technical or development documentation, all user documentation, and

all support documentation and support records, delivered to each

licensee in an electronic form acceptable to that licensee.

III. Applicability

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

their successors and assigns, their subsidiaries, affiliates,

directors, officers, managers, agents, employees, attorneys 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. Defendants and each person bound by this Final

Judgment shall cooperate in ensuring that the provisions of this Final

Judgment are carried out.

B. Defendants shall require, as a condition of the licensing

required herein, that the licensee(s) agree to be bound by the

provisions of this Final Judgment that apply to such licensee(s).

IV. Licensing

A. Bidding Procedures

Defendants are hereby ordered and directed to grant a nonexclusive,

worldwide, irrevocable license for each Subject Software Product, on

the terms and in the manner hereinafter stated:

1. Defendants shall, within seven (7) days after execution of the

stipulation in this action, retain an independent investment banker to

identify and solicit bidders, and to evaluate bids, for each Subject

Software Product. The identity of and terms of retention of said

investment banker shall be subject to the approval of the Plaintiff,

and said investment banker shall be charged with faithfully carrying

out the terms of this Final Judgment. In the event that Plaintiff does

not approve the investment banker proposed by Defendants, Defendants

shall within three (3) days, submit to Plaintiff six (6) alternate

investment bankers, with the terms of the proposed retention stated for

each. Plaintiff shall have the right to

[[Page 46863]]

select from among these six (6) alternatives.

2. The investment banker shall serve at the cost and expense of

Defendants, and shall receive compensation based on a fee arrangement

providing an additional incentive based solely on the price and terms

of the license and the speed with which it is accomplished.

3. The investment banker shall have discretion to solicit bids for

license of the Subject Software Products and to otherwise make known,

by usual and customary means, the availability for license of the

Subject Software Products. Plaintiff and Defendants may provide names

of prospective licensees to the investment banker for solicitation, but

in no event shall the investment banker be limited to soliciting bids

only from persons identified by Plaintiff or Defendants.

4. The investment banker shall provide any person making an inquiry

regarding a possible bid for the Subject Software Products with a copy

of this Final Judgment, and shall coordinate the furnishing to all bona

fide prospective licensees the information and access specified in sub-

section IV.A.5, below. The investment banker shall have discretion to

establish such pre-bidding and bidding procedures, subject to the

approval of Plaintiff, as are reasonably designed to elicit acceptable

bids not later than twenty (20) days after the investment banker is

retained. The investment banker shall file weekly reports with the

parties setting forth the investment banker's efforts to accomplish

licensing of the Subject Software Products as contemplated under this

Final Judgment, including the name, address, and telephone number of

each person who, during the preceding week, made an offer to acquire,

expressed an interest in acquiring, entered into negotiations to

acquire, or was contacted or made an inquiry about acquiring, any

interest in the subject software products, and shall describe in detail

each contact with any such person during that period.

5. Defendants shall promptly furnish to all bona fide prospective

licensees, subject to customary confidentiality assurances, all

information reasonably necessary for pre-bidding due diligence

regarding the subject software products, except such information as may

be subject to the attorney-client privilege or the attorney work

product doctrine. Defendants shall provide such information to the

Plaintiff at the same time that such information is made available to

any other person. Defendants shall permit prospective licensees of each

Subject Software Product to have reasonable access to personnel and to

make such reasonable inspection of any Subject Software Product,

together with such financial, operational, or other documents and

information as may be relevant to the license required by this Final

Judgment.

6. Within seven (7) days after the close of bidding, provided for

in sub-section IV.A.3 above, the investment banker shall, in

consultation with the parties, determine the successful bidder or

bidders for each Subject Software Product. No bid may be accepted that

contains any provision requiring or permitting continuing royalty

payments to Defendants or the reporting to defendants of sales units or

revenues of the Subject Software Product by the bidder. Preference may

first be given to bids to license all subject software products, then

to license multiple Subject Software Products, then to license an

individual Subject Software Product.

7. Defendants shall make all reasonable efforts to enter into a

definitive agreement for the licensing of each Subject Software Product

to the successful bidder or bidders within fourteen (14) days after

selection by the investment banker of the successful bidder or bidders.

Plaintiff may, in its sole discretion, extend the time period for

completion of a definitive licensing agreement for an additional period

of time not to exceed thirty (30) days.

8. Unless Plaintiff otherwise consents, licensing of the Subject

Software Products shall include such assets and be accomplished in such

a way as to satisfy Plaintiff, in its sole discretion, that each

Subject Software Product can and will be used by the licensee(s) as

part of a viable, ongoing business involving the sale or license of the

Subject Software Product to customers, including a demonstration to

Plaintiff's satisfaction that (i) the license is for the purpose of

competing effectively in the selling of the Subject Software Products

to customers; (ii) the licensee has the managerial, operational,

technical and financial capability to compete effectively in the

selling of the Subject Software Products to customers; and (iii) none

of the terms of the any agreement between the licensee and Defendants

gives Defendants the ability artificially to raise the licensee's

costs, impairs the licensee's ability to innovate the Subject Software

Products, impairs the licensee's ability to support customers, or

otherwise interferes with the ability of the licensee to compete

effectively. Plaintiff may decline to approve a license of a Subject

Software Product to any person currently selling any product in the

same product market (as alleged in Plaintiff's Complaint).

9. Within one (1) business day following execution of a definitive

agreement for the licensing of any or all of the Subject Software

Products, Defendants or the trustee, whichever is then responsible for

effectuating the license, shall notify Plaintiff of the proposed

license. If the trustee is responsible, it shall similarly notify

Defendants. 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 to, or expressed an

interest in or desire to, acquire any ownership interest in any Subject

Software Product, together with full details of same. Plaintiff may, at

its sole discretion, request additional information concerning the

proposed license and the proposed licensee, which Defendants and the

proposed licensee shall promptly provide. Plaintiff shall provide

prompt written notice to Defendants and the trustee, if there is one,

stating whether or not it objects to the proposed licensee. Upon

written notice that the Plaintiff does not object to the proposed

licensee, a license proposed under this Part IV may be consummated.

B. License Rights

Any license for one or more of the Subject Software Products shall,

at minimum, convey the following:

1. the Subject Software Product, as defined herein;

2. the right of the licensee(s) to obtain comprehensive training

for its developers and support personnel from Defendants, such that the

licensee(s) will be able to maintain, develop and support the Subject

Software Product in substantially the same manner as Defendants;

3. the right of the licensee(s) to assign or sub-license

substantially all of its rights under the license(s) to another person,

or to sub-license for the purpose of creating distributorships or

agents of the licensee, provided however, that the license may, if

Defendants and the licensee(s) so agree, preclude the sub-license of

rights to any Subject Software Product on a non-exclusive basis for the

purpose of creating additional independent, competing software vendors

of a Subject Software Product;

4. for a period of 180 days after the Effective Date, the right of

the licensee(s), without interference from Defendants, to solicit, bid

for and hire any of Defendants' employees, agents or contractors whose

job duties as of the date of the filing by the parties of this Final

Judgment relate, in whole or in part, directly to the development of

technical support of the subject software

[[Page 46864]]

products (hereinafter, the ``Subject Software Product Employees''). To

effectuate this right, Defendants shall provide to the licensee(s): (i)

the name, address, telephone number, job description, and current

compensation of each Subject Software Product Employee; (ii) the right

to contact and recruit any or all such persons regarding possible

employment; (iii) releases by defendants from any non-compete covenants

applicable to any Subject Software Product Employee; and (iv) releases

by Defendants from any right under federal, state or other applicable

law to claim misappropriation of intellectual property or trade

secrets, insofar as such intellectual property or trade secrets relate

to the development or support of the Subject Software Products;

5. the right of the licensee to obtain the employment files and

records of the Subject Software Product Employees, pursuant to the

following procedure: (i) All such employment files and records (or

copies thereof), as well as the names, addresses, and telephone numbers

of such persons, shall be provided by the Defendants to the investment

banker, within five (5) days after the retention of the investment

banker; (ii) the investment banker shall contact each Subject Software

Product Employee and notify such person, in a form approved in advance

by Plaintiff (a) of that person's right to authorize the investment

banker or trustee to release that person's employment file or record to

any licensee; (b) of the manner in which that person shall provide

notice to the investment banker or trustee of its authorization (such

as a telephone number that Employee should call); (c) that Defendants

will not learn from the investment banker or trustee of the person's

authorization to release his or her employment file or record to the

licensee; and (d) of the time period in which the person must

communicate his or her authorization to the investment banker or

trustee; (iii) if a person chooses to authorize the release of his or

her employment file or record, the investment banker or trustee shall

promptly provide to the licensee(s) that person's employment file or

record; and (iv) the investment banker or trustee shall not disclose to

Defendants the identity of any person that has chosen to authorize the

release of his or her employment file to a licensee(s);

6. for all Customers who elect to transfer their customer

relationship for any Subject Software Product to the licensee pursuant

to section V, blow: (a) full and complete assignment of all licenses

and maintenance contracts for the Subject Software Products so

transferred, and (b) full and complete transfer of all Customer

Information covering the Subject Software Products so transferred,

provided however that Defendants may retain Customer Information, but

no Customer Information retained by Defendants shall be used for

purposes of selling or marketing any Subject Software Product to any

Customer who elects, pursuant to Part V herein, to transfer its

business relationship to the licensee(s) for any Subject Software

Product.

7. for a period of not less than one year after the Effective Date,

full and prompt disclosure of all technical updates and problem

resolution protocols for the Subject Software Products;

8. for a period of not less than one year after the Effective Date,

reasonable (post-license) access during normal business hours to senior

members of Defendants' development and support teams for the Subject

Software Products to answer questions and provide problem resolution

and advice relating to customer support;

9. for a period of not less than one year after the Effective Date,

the right of the licensee to refer to the trademarks or trade names of

the Subject Software Product for the purpose of representing to

Customers and prospective customers that the Subject Software Product

was developed by and licensed from Defendants. This subparagraph,

however, shall not be construed to grant the licensee any right to

market the Subject Software Product under the Defendants' trademarks or

trade names.

C. Appointment of Trustee

1. If Defendants have not executed a definitive license or licenses

to transfer all Subject Software Products as required by section IV.A,

above, within the time specified therein (including any extension

granted by Plaintiff pursuant to subsection IV.A.7, above), Defendants

shall immediately notify Plaintiff of that fact in writing. Within five

(5) calendar days of that date, Plaintiff shall provide Defendants with

written notice of the names and qualifications of not more than two (2)

nominees for the position of trustee for the required licensing.

Defendants shall notify Plaintiff within five (5) calendar days

thereafter whether either or both of such nominees are acceptable. If

either or both of such nominees are acceptable to Defendants, Plaintiff

shall notify the Court of the person upon whom the parties have agreed

and the Court shall appoint that person as the trustee. If neither

nominee is acceptable to Defendants, they shall furnish to Plaintiff,

at the time of Defendant's notification to Plaintiff, written notice of

the names and qualifications of not more than two (2) nominees for the

position of trustee for the required license. If either or both of such

nominees are acceptable to Plaintiff, Plaintiff shall notify the Court

of the person upon whom the parties have agreed and the Court shall

appoint that person as the trustee. If neither nominee is acceptable to

Plaintiff, Plaintiff shall furnish the Court the names and

qualifications of its and Defendants' proposed nominees. The Court may

hear the parties as to the nominees' qualifications and shall appoint

one of the nominees as the trustee.

2. After the trustee's appointment has become effective, only the

trustee shall have the right to license the Subject Software Products.

The purpose of the trust shall be to create a viable, ongoing business

which can compete effectively in the selling of the Subject Software

Products. The trustee shall have the power and authority to execute a

license or licenses to a person(s) acceptable to Plaintiff at such

price and on such terms as are then obtainable upon the best reasonable

effort by the trustee, subject to the provisions of sections IV.A and

IV.B of this Final Judgment, and shall have such other powers as this

Court shall deem appropriate to perform those functions. Defendants

shall not object to the licensing of the Subject Software Products by

the trustee on any grounds other than the trustee's malfeasance. Any

such objection by Defendants must be conveyed in writing to Plaintiff

and the trustee within five (5) calendar days after the trustee has

notified Defendants of the proposed licensing.

3. The trustee shall serve at the cost and expense of Defendants,

shall receive compensation based on a fee arrangement providing an

incentive based on the price and terms of the license(s) and the speed

with which it is accomplished, and shall serve on such other terms and

conditions as the court may prescribe; provided however, that the

trustee shall receive no compensation, nor incur any costs or expenses,

prior to the effective date of its appointment. The trustee shall

account for all monies derived. After approval by the Court of the

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

monies shall be paid to Defendants and the trust shall then be

terminated.

4. Defendants shall take no action to interfere with or impede the

trustee's accomplishment of the licensing of the Subject Software

Products and shall use their best efforts to assist the trustee in

accomplishing the required license(s). The trustee shall have such full

and

[[Page 46865]]

complete access to the personnel, books, records, and facilities of

Defendants' overall businesses as is reasonably necessary to carry out

its responsibilities, and Defendants shall develop such financial or

other information the trustee deems reasonably necessary to the

licensing of the Subject Software Products. The trustee shall have full

and complete access to the books and records of the investment banker

retained pursuant to Section IV.A, above, relating to the investment

banker's (i) attempts to obtain licensing of the Subject Software

Products; and (ii) collection of employee files and records and

authorizations to release such files and records to licensee(s).

5. After its appointment becomes effective, the trustee shall file

weekly reports with the parties and the Court setting forth the

trustee's efforts to accomplish licensing of the Subject Software

Products as contemplated under this Final Judgment; provided however,

that to the extent such reports contain information that the trustee

deems confidential, such reports shall not be filed in the public

docket of the Court. Such reports shall include the name, address, and

telephone number of each person who, during the preceding week, made an

offer to acquire, expressed an interest in acquiring, entered into

negotiations to acquire, or was contacted or made an inquiry about

acquiring, any interest in the Subject Software Products, and shall

describe in detail each contact with any such person during that

period. The trustee shall maintain full records of all efforts made to

license the Subject Software Products.

6. Within ninety (90) days after its appointment has become

effective, if the trustee has not accomplished the license(s) required

to effectuate this Final Judgment, the trustee shall promptly file with

the parties and the Court a report setting forth (i) the trustee's

efforts to accomplish the required licensing, (ii) the reasons, in the

trustee's judgment, why the required license(s) have not been

accomplished, and (iii) the trustee's recommendations; provided

however, that to the extent such reports contain information that the

trustee deems confidential, such reports shall not be filed in the

public docket of the Court. The parties 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 shall, if necessary, include disposing of any or all

assets of the Subject Software Product businesses, including Customer

contracts and/or software assets, to such buyers as the Court deems

appropriate, or extending the trust and the term of the trustee's

appointment.

V. Customer Election

Defendants are hereby ordered and directed to take all measures

necessary to effectuate the orderly and fair election and, where

applicable, orderly transfer of all customer relationships concerning

each Subject Software Product to the licensee of such Subject Software

Product in the manner hereinafter stated.

A. Immediately upon execution of a definitive agreement to license

any Subject Software Product, all provisions of any customer license or

maintenance contract concerning such Subject Software Product that

directly or indirectly restrict the Customer's ability to transfer its

license or maintenance agreements of any Subject Software Product to

the licensee of such Subject Software Product shall be suspended until

the completion of the election and transfer process.

B. Within one (1) business day after execution of a definitive

agreement or agreements to license the Subject Software Product,

Defendants shall provide the investment banker or, if applicable, the

trustee, with a complete list of the names, addresses, telephone

numbers, and primary contact person of each Customer of each Subject

Software Product, together with all licenses or other contracts

relating to the Subject Software Products.

C. Within five (5) calendar days after execution of a definitive

agreement to license each Subject Software Product, the investment

banker or, if applicable, the trustee, shall at Defendants' expense

provide all customers with a notification of the right to elect whether

to transfer their software license and maintenance contracts for the

Subject Software Product to the licensee(s) of the Subject Software

Product, such notification to be in a form approved by Plaintiff. Such

notification shall include a copy of this Final Judgment, specify the

identity of the licensee(s) of the Subject Software Products, specify

the procedures to be followed in electing to transfer software licenses

and maintenance contracts, and state an address of Plaintiff at which

to direct questions or complaints about possible violations of the

terms of this Final Judgment. Defendants and the licensee of the

Subject Software Product shall have an equal right to enclose marketing

or promotional materials with such notification, subject to Plaintiff's

advance approval of such materials.

D. Except for the marketing or promotional materials included in

the notification pursuant to the preceding subsection, Defendants and

the licensee of the Subject Software Product shall not otherwise

contact or communicate with any customer so notified regarding the

Subject Software Products or the customer's election until after the

conclusion of the election period and transfer of all customer

relationships to the licensee of each Subject Software Product, except

(i) insofar as the customer initiates such contacts; and (ii) as may be

necessary for routine technical support. In the event a customer's

license or maintenance agreement covering any Subject Software Product

shall expire or otherwise be renewable during the election period, the

terms of the previous license or contract shall be extended until the

conclusion of the election period and transfer of the customer

relationship, unless the customer affirmatively terminates the license

or contract. Defendants shall not solicit or induce customers to

terminate licensees or contracts for the purpose of negotiating

successor contracts during the election period.

E. Each Customer shall be permitted thirty (30) days after

notification in which to notify the investment banker, or, if

applicable, the trustee, of its election as to whether Defendants or

the licensee shall have the rights to their software licenses and

maintenance contracts for the Subject Software Products. Each Customer

shall be given instructions how to notify the investment banker or

trustee of its election. At the close of the thirty (30) day period,

each Customer that has not communicated its election to the investment

banker or, if applicable, the trustee shall be notified by the

investment banker or trustee that it has fifteen (15) additional days

in which to make an election and that failure to elect within that

period shall result in such Customer being allocated either to the

Defendants or to the licensee(s). Customers failing to elect by the end

of the fifteen (15) day period shall be randomly assigned to defendants

or the licensee(s) of the Subject Software Products on a pro rata

percentage equal to that of Customers who timely elected.

F. Promptly upon the close of the notification period or the

Effective Date, whichever is later, the investment banker or trustee

shall notify the parties and the licensee of the Subject Software

product of the election of each Customer, whether the Customer

affirmatively made an election or was

[[Page 46866]]

assigned at random, and provide the licensee with the information

specified in subsection V.B, above, relating to each Customer that

elected or was assigned to the licensee.

G. Within five (5) business days after receiving notification from

the investment banker or trustee identified in the previous Section,

Defendants shall transfer to the licensee of the subject software

product all Customer Information for each Customer that (i) elected to

transfer its license or maintenance agreement; or (ii) was allocated to

the licensee(s) pursuant to Section V.E, above.

H. For each Customer that elects to transfer its license or

maintenance agreement, or that is allocated to licensee(s) pursuant to

Section V.E, above, Defendants shall pay to licensee a pro rata amount

of all maintenance fees already paid by such Customer to Defendants to

the extent such fees relate to service periods after the date of such

assignment. If the maintenance fees were negotiated or calculated as

part of a multi-product bundle or package, the payment to licensee(s)

shall be calculated by apportioning the maintenance fees among the

products subject to the bundle or package in a ratio derived from the

prices of each product as stated in Defendants' standard price list or

schedule as of the date upon which the maintenance agreement became

effective.

I. Upon transfer of all Customer Information, the licensee of the

Subject Software Product, or Defendants, as the case may be, shall be

deemed to be in full privity of contract with the Customer, and any

provisions of the license or maintenance agreements that were suspended

pursuant to section V.A. above shall be reinstated for the full

remaining term of the contract.

J. Defendants shall not solicit any Customer electing to transfer

its customer relationship for any Subject Software Product to the

licensee, or that is allocated to the licensee pursuant to section V.E.

above, to breach, repudiate, or abrogate the transferred maintenance

agreement during the full remaining term of such agreement.

K. In any case where a Customer elects to transfer its customer

relationship to the licensee, or is allocated to the licensee pursuant

to section V.E. above, for a Subject Software Product covered by a

license or maintenance agreement that also covers other products, such

election shall apply only in respect of the Subject Software Product,

and the license or maintenance agreement shall otherwise remain fully

in effect; provided however that any continuing license or maintenance

obligation shall be reduced by an amount calculated by apportioning the

licensing or maintenance fees in a ratio derived from the prices of

each product as stated in Defendants' standard price list or schedule

as of the ate upon which the license or maintenance agreement became

effective.

VI. Preservation of Assets

Until the transfer of the Subject Software Products and customers

relationships required by the Final Judgment have been accomplished,

Defendants shall take all steps necessary to comply with this Final

Judgment and with the Stipulation previously executed by Defendants.

Defendants shall take no action that would jeopardize the licensing of

any Subject Software Product, shall continue to commit resources,

development and support to each Subject Software Product at a level not

materially less than that committed prior to the announcement of the

subject acquisition, and shall not otherwise jeopardize the commercial

viability of any Subject Software Product insofar as rights thereto may

be transferable to a licensee of the Subject Software Product.

VII. Cross-Platform Technology

For five years following the entry by the Court of this Final

Judgment, Defendants shall take no action, nor assert any right, to

restrict Peer Logic, Inc. or any successor or assign of Peer Logic,

Inc. from licensing PIPES to any other person, notwithstanding any

provisions of any agreement between such defendant and Peer Logic, Inc.

to the contrary.

VIII. Compliance Inspection

For the purposes of determining or securing compliance with the

Final Judgment and subject to any legally recognized privilege or

doctrine, from time to time:

A. Duly authorized representatives of the Department of Justice,

upon written request of the Attorney General or of the Assistant

Attorney General in charge of the Antitrust Division, and on reasonable

notice to Defendants made to its principal office, shall be permitted:

1. Access during office hours of Defendants to inspect and copy all

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

and documents in the possession or under the control of Defendants, who

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

Final Judgment; and

2. Subject to the reasonable convenience of Defendants and without

restraint or interference from them, to interview or depose officers,

employees, and agents of defendants, who may have counsel present,

regarding any such matters.

B. Upon the written request of the Attorney General or of the

Assistant Attorney General in charge of the Antitrust Division made to

Defendants' principal office, Defendants shall submit such written

reports, under oath if requested, with respect to the matters contained

in this Final Judgment as may be requested.

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

this Section shall be divulged by a representative of the Department of

Justice to any person other than a duly authorized representative of

the Executive Branch of the Untied States, except in the course of

legal proceedings to which the United States 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

Defendants to Plaintiff, Defendants represent and identify in writing

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

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

Civil Procedure, and Defendants mark each pertinent page of such

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

Federal Rules of Civil Procedure,'' then ten (10) calendar days notice

shall be given by Plaintiff to Defendants prior to divulging such

material in any legal proceeding (other than a grand jury proceeding)

to which a defendant is not a party.

IX. 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 or carrying out of this Final

Judgment, for the modification of any of the provisions hereof, for the

enforcement of compliance herewith, and for the punishment of any

violations hereof.

X. Termination

This Final Judgment will expire on the tenth anniversary of the

date of its entry.

[[Page 46867]]

XI. Public Interest

Entry of this Final Judgment is in the public interest.

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

United States District Judge

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

In the matter of: United States of America, Plaintiff, v.

Computer Associates International, Incorporated, and Legent

Corporation, Defendants. Case No. 95 CV 1398 (TPJ). Filed: August

18, 1995. Received: August 18, 1995.

Competitive Impact Statement

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

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

files this Competitive Impact Statement relating to the proposed Final

Judgment submitted for entry in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

The United States filed a civil antitrust Complaint on July 28,

1995, alleging that the acquisition of Legent Corporation (``Legent'')

by Computer Associates International, Inc. (``CA'') would violate

Section 7 of the Clayton Act, 15 U.S.C. Sec. 18. CA and Legent are

among the world's leading suppliers of systems management software for

mainframe computers.

The Complaint alleges that the acquisition would eliminate

significant competition between CA and Legent in five markets for

systems management software used with mainframe computers that work

with the VSE operating system: VSE tape management software; VSE disk

management software; VSE security software; VSE job scheduling

software; and VSE automated operations software. In addition, the

Complaint alleges that the transaction would substantially lessen

competition in the market for ``cross-platform'' systems management

software, used in computer installations where a mainframe computer is

linked together with other types of computer ``platforms'' (such as

midrange computers or networks of workstations or personal computers).

The Complaint seeks adjudication that CA's acquisition of Legent would

violate Section 7 of the Clayton Act and preliminary and permanent

injunctive relief.

At the same time as the filing of the Complaint, the United States

filed a Stipulation and a proposed Final Judgment in settlement of the

suit. With respect to each of the five markets for VSE systems

management software products, the proposed Final Judgment requires CA

to license Legent's products to a person who can and will use the

license to compete effectively in the relevant markets. With respect to

the market for cross-platform systems management software, the proposed

Final Judgment prohibits CA from taking any action to restrict

competitors' access to an important technology, called ``PIPES,'' that

has been licensed to Legent by a third party, Peer Logic, Inc. (``Peer

Logic'').

The United States, CA, and Legent have stipulated that the proposed

Final Judgment may be entered after compliance with the APPA. Entry of

the proposed final judgment would terminate this 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 Events Giving Rise to the Alleged Violation

A. The Defendants and the Proposed Transaction

CA is a Delaware corporation with its principal place of business

in Islandia, New York. In its fiscal year 1994, CA reported revenues in

excess of $2.1 billion. CA produces and markets software for a variety

of computers and operating systems, including systems management

software for mainframe computers running IBM's VSE operating system.

Aside from IBM, which writes the operating system software that run

almost all mainframe computers, CA is the largest vendor of the

software for IBM and IBM-compatible mainframe computers.

Legent is a Delaware corporation with its principal place of

business in Herndon, Virginia, and sells several different types of

computer software and related services. In its fiscal year 1994,

Legent's total revenues were over $500 million. Like CA, Legent is a

leading vendor of systems management software products for mainframe

computers.

On May 25, 1995, CA announced that it had entered into a definitive

agreement with Legent to purchase all issued and outstanding shares of

Legent's common stock through a cash tender offer. This $1.75 billion

transaction forms the basis of the government's suit.

B. VSE Systems Management Software

Mainframe computers are the large and powerful computers used by

industrial, commercial, educational, and governmental enterprises for

large scale data processing applications. Mainframe computers provide

unique storage, throughput, and security features and functions that

make them superior data processing devices for large corporate and

institutional computer users throughout the world.

An operating system is software that controls the operational

resources of the computer (including the central processor unit,

memory, data storage devices, and other hardware components) and allows

``applications'' software (programs that perform user-directed tasks

requested of the computer, such as programs that maintain payroll,

inventory, sales, and other business accounts of a company) to run on

the computer. The vast majority of the world's mainframe computers run

with operating systems developed by IBM, of which one of the most

widely used is the VSE operating system.

System management software is used to help manage, control, or

enhance the performance of mainframe computers. Some systems management

functionality may be incorporated in an operating system. Separate

systems management software programs such as the products offered by CA

and Legent, however, provide additional functionality that is demanded

by mainframe users. These separate systems management programs work in

conjunction and generally must be compatible with the computer's

operating system.

CA and Legent both produce a wide range of mainframe computer

systems management software products for the VSE operating system. They

are direct competitors of each other with respect to the following VSE

systems management software products: (1) Tape management software,

which controls the computer's cataloguing, loading, formatting, and

reading of the magnetic tapes used for data storage; (2) disk

management software, which performs functions similar to that of tape

management with respect to data storage in hard disk drive

installations; (3) security management software, used to prevent

unauthorized access to computer applications and data; (4) job

scheduling software, used to direct the computer to run particular

processing operations (called ``jobs'') at particular times or

sequences; and (5) automated operations software, used to automate

message and error handling and other operations at the computer system

console.

Each of the above described VSE systems management software

products perform distinct functions for which no reasonable substitute

products exist. As to each of the VSE products, even a substantial

price increase would not cause their purchasers to begin substituting

any other products. Each of the VSE products, therefore, constitutes

[[Page 46868]]

a relevant product market in which to assess the competitive effects of

CA's acquisition of Legent.

C. Cross-Platform Systems Management Software

``Cross-platform'' refers to different types of computer processor

designs or architectures. In addition to mainframe computers, other

``platforms'' are midrange computers, workstations, and PCs, all of

which can, in varying degrees, be linked together into integrated

multi-platform networks. These networks are also referred to as

``distributed'' computer systems. The integration of mainframe

computers into distributed multi-platform systems is a relatively

recent development, but is of increasing importance to modern computer

installations.

CA and Legent have developed cross-platform systems management

software products that allow different platforms that make up a multi-

platform network of computers to be efficiently managed from a single

point in the network. Customers that require cross-platform systems

management products would not turn to other means of systems management

in response to a significant increase in prices of such cross-platform

systems management software. Cross-platform systems management software

therefore constitutes a relevant product market in which to assess the

competitive effects of CA's acquisition of Legent.

D. Competition Between CA and Legent

CA and Legent compete against each other for sales of VSE and

cross-platform systems management software throughout the United

States. They compete with respect to both license royalties they charge

users of systems management products, and the flexibility of the

license terms they offer. Both firms market their products under

licenses that require royalty payments for the right to use the product

and payments for maintenance of and upgrades to the products.

Moreover, CA and Legent compete in providing product support and

service to their customers. Due to the ``mission critical'' nature of

the work done with mainframe computers, users highly value the speed

and effectiveness of a vendor's installation, maintenance, and

technical support of systems management products. CA and Legent also

compete to improve, upgrade, and enhance their systems management

products, both in terms of developing products of greater performance

or functionality and in terms of products that are easier to install,

use, and maintain.

E. Anticompetitive Consequences of the Acquisition

The Complaint alleges that CA's acquisition of Legent would

substantially lessen competition and create (or facilitate CA's

exercise of) market power in each of the relevant systems management

software markets. Each of the relevant markets already is highly

concentrated, and the acquisition would substantially increase

concentration. In the VSE tape management, VSE disk management, and VSE

security markets, CA's acquisition of Legent would make CA the sole

supplier. In the VSE job scheduling and VSE automated operations

markets, the acquisition would allow CA dominate with post-acquisition

market shares of 71 percent and 88 percent respectively. In the cross-

platform systems management market, the acquisition would eliminate

substantial competition because CA and Legent currently are two of only

a few competitors that have to date developed and commercialized the

technology necessary to integrate mainframe computers into distributed

computing systems.

The Complaint alleges that in each of the relevant markets, the

reduction or elimination of competition from CA's acquisition would

likely lead to higher prices and lower levels of product quality,

service and support, and product innovations and development. The

Complaint further alleges that the competitive harm resulting from the

proposed acquisition is not likely to be mitigated by possibilities of

new entry. For any of the relevant markets, entry would entail

expenditures of substantial costs and time for the development of a

competitive product that would be acceptable to mainframe customers.

Such entry would not be timely, likely, or sufficient in scale to

counteract or deter a price increase or a reduction in service or

product quality in any of the relevant markets.

III. Explanation of the Proposed Final Judgment

The proposed Final Judgment would preserve competition in each of

the relevant systems management software markets in which CA's

acquisition of Legent would be anticompetitive. As to each of the five

VSE markets, the proposed Final Judgment requires CA to license

Legent's products to a person determined by the United States to have

the capabilities and resources needed to use the licenses as a viable

and effective competitor.

Under the proposed Final Judgment, each of the VSE product licenses

will be worldwide and perpetual in scope, granting the licensee full

rights and capabilities to produce, market, and support the products,

as well as to develop and market new product versions. The proposed

Final Judgment provides that licensee with product development and

support assistance and expertise--including the right to recruit Legent

development and support personnel--that may be needed to compete

effectively.

The proposed Final Judgment establishes procedures enabling current

Legent customers to choose whether to purchase future support,

maintenance and upgrades of the relevant systems management software

products from CA or the licensee, without regard to the customers'

current contracts with Legent. Five days after a license is finalized,

Legent customers will be notified and given up to 45 days to elect to

be supplied by CA or by the licensee. Customers who do not make an

election will be assigned to CA or to the licensee on a pro rata basis

in the same proportion as the customers who did make elections. The

proposed Final Judgment provides that the new supplier will have all

customer files, service and support records, and other documentation

necessary for the new supplier to effectively serve the needs of the

customers who elect to be supplied by the licensee.

If CA, with the assistance of an investment banker, is unable to

identify a viable licensee that is satisfactory to the Department of

Justice, the Court may appoint a trustee to attempt to carry out the

licensing. In the event that the licensing provisions of the proposed

Final Judgment do not result in the selection and establishment of a

viable and effective competitor in a relevant VSE market, the Judgment

requires CA to dispose of additional assets, including the complete

divestiture of the products and transfer of Legent customer contracts,

to accomplish the goal of establishing a viable and effective

competitor.

With respect to the cross-platform systems management software

market, the proposed Final Judgment forbids CA for five years from

taking any action to restrict any other person's access to a key cross-

platform systems management technology. This technology, called

``PIPES'' and developed by Peer Logic, consists of communication

software technology that, among other things, allows the different

operating systems in a cross-platform environment to interact with each

other.

Peer Logic has licensed PIPES to Legent, for use with or

incorporation into Legent Products. With its

[[Page 46869]]

acquisition of Legent, and depending on the interpretation of

contractual relationships between Legent and Peer Logic, CA may succeed

to Legent's rights to use PIPES. By prohibiting CA from potentially

interfering with Peer Logic's licensing of PIPES to others, the

proposed Final Judgment makes PIPES available to others who would use

the technology in competing in the market for cross-platform systems

management software.

The relief sought in the markets of concern in the Complaint has

been tailored to maintain the level of competition that existed in

those markets prior to the acquisition. With respect to the VSE systems

management products, the proposed Final Judgment will establish a firm

or firms that will offer consumers proven products and competent

support. With respect to cross-platform systems management products,

the proposed Final Judgment maintains the availability to third parties

of technology that is useful in the development of cross-platform

systems management solutions, thereby facilitating the more rapid

development of competing products by other firms.

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 defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

The United States and the defendants 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 sixty (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 Final 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: John F. Greaney, Chief,

Computers & Finance Section, Antitrust Division, United States

Department of Justice, Suite 9901, 555 4th Street NW., Washington, DC

20001.

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, a full trial on the merits of its Complaint against

defendants CA and Legent. The United States is satisfied, however, that

the licensing and other relief contained in the Final Judgment should

maintain viable and effective competition in the relevant VSE and

cross-platform systems management software markets that would otherwise

be substantially affected by the acquisition. Moreover, in the event

that Legent's five VSE products cannot be promptly licensed to a viable

competitor, the Court may order complete divestiture of the products.

Thus, the Final Judgment will achieve the same benefit to competition

that the government could have obtained through litigation, but avoids

the time, expense and uncertainty of a full trial on the merits of the

government's Complaint.

VII. Determinative Documents

One determinative document within the meaning of the APPA--a July

26, 1995 letter from Sanjay Kumar, CA's President and Chief Operating

Officer--was considered by the United States in deciding to consent to

the proposed Final Judgment. Mr. Kumar's letter clearly acknowledges

that section IV.C.6 of the proposed Final Judgment empowers the Court

to order full divestiture of Legent's five VSE products if viable

licensee(s) cannot be found. A copy of this document is attached

hereto, and will be available for public inspection.

Dated: August 18, 1995.

Respectfully submitted,

Kenneth W. Gaul,

Attorney, Antitrust Division, U.S. Department of Justice.

July 26, 1995.

By Facsimile

Honorable Anne K. Bingaman,

Assistant Attorney General, Antitrust Division, United States

Department of Justice, 10th Street & Pennsylvania Avenue NW.,

Washington, DC 20530

RE: Computer Associates International, Inc./Legent Corporation

Dear Anne: Pursuant to our conversation of this afternoon, this

letter will act as confirmation of Computer Associates'

understanding regarding the proposed Consent Decree. We hereby

acknowledge that the Decree permits the Court sufficient discretion,

if the Court so desires, to dispose of the five VSE software

products in question in the event that a suitable licensee or

licensees are not found. We understand that such disposition ordered

by the Court could include the divestiture of one or more of these

five VSE software products.

We remain confident that, with the Department's cooperation, the

license mechanism proposed in the Decree will work and satisfy all

of your requirements.

Sincerely,

Sanjay Kumar,

President and Chief Operating Officer, Computer Associates

International, Inc.

Certificate of Service

The undersigned certifies that he is a paralegal employed by the

Antitrust Division of the United States Department of Justice, and is a

person of such age and discretion to be competent to serve papers. The

undersigned further certifies that on August 13, 1995, he caused true

copies of the Competitive Impact Statement of plaintiff, United States,

and this Certificate of Service, to be served upon the persons at the

place and addresses stated below:

Counsel for Computer Associates

Richard L. Rosen, Esq., Arnold & Porter, 555 12th Street NW.,

Washington, DC 20004 (by facsimile and by hand delivery)

Counsel for Legent

Michael H. Byowitz, Esq., Wachtell, Lipton, Rosen & Katz, 51 W. 52nd

Street, New York, NY 10019 (by facsimile and by overnight courier)

[[Page 46870]]

Dated: August 18, 1995.

Joshua Holian,

Paralegal, U.S. Department of Justice, Antitrust Division, Computers &

Finance Section.

[FR Doc. 95-22266 Filed 9-7-95; 8:45 am]

BILLING CODE 4410-01-M