United States v. Allied Waste Industries, Inc.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE

Antitrust Division

United States v. Allied Waste 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. Secs. 16 (b) through (h), that a Complaint,

Stipulation and Order and a proposed Final Judgment, an Amended

Complaint, Notice of Filing an Amended Complaint and proposed Final

Judgment, and a Competitive Impact Statement have been filed with the

United States District Court for the Northern District of Texas, Fort

Worth Division in United States and State of Texas v. Allied Waste

Industries, Inc., Civil Action No. 497-CV 564 E.

On July 14, 1997, the United States and State of Texas filed a

Complaint naming Allied Waste Industries, Inc. and USA Waste Services,

Inc. as defendants. On July 15, 1997, a Stipulation and Order were

filed and entered along with a proposed Final Judgment. Pursuant to the

Stipulation and Order, an Amended Complaint, and an amended proposed

Final Judgment both of which dropped USA Waste Service, Inc. as a

defendant, were filed on July 29, 1997. A Competitive Impact Statement

was also filed on July 29, 1997. The Complaint and Amended Complaint

alleged that the proposed acquisition by Allied Waste Industries, Inc.

(``Allied'') of the Crow Landfill in Tarrant County, Texas from USA

Waste Services, Inc. would violate Section 7 of the Clayton Act, 15

U.S.C. Sec. 18. The amended proposed Final Judgment, filed the same

time as the Amended Complaint, requires Allied to, among other things,

to divest more than 1.4 million cubic yards of landfill space over a

five-to-ten year period at the two landfills Allied will own in the

Tarrant County area after the acquisition; to accept waste at each of

the two Allied

[[Page 44139]]

landfills in the Tarrant County area from haulers not affiliated with

Allied on non-price terms and conditions identical to those provided to

Allied; and to sell additional landfill space in the event that Allied

expands its capacity at the Crow Landfill or develops a new landfill

near the Crow Landfill within the next ten years.

Public comment is invited within the statutory 60-day comment

period. Such comments and response thereto will be published in the

Federal Register and filed with the Court. Comments should be directed

to J. Robert Kramer, Chief, Litigation II Section, Antitrust Division,

United States Department of Justice, 1401 H Street, NW, Suite 3000,

Washington, DC 20530 (telephone: 202-307-0924).

Copies of the Complaint, Stipulation and Order, Amended Complaint,

Notice of Filing Amended Complaint and Proposed Final Judgment, the

proposed Final Judgment, and the Competitive Impact Statement are

available for inspection in Room 215 of the U.S. Department of Justice,

Antitrust Division, 325 7th Street, NW, Washington, DC 20530, (202)

514-2841. Copies for these materials may be obtained upon request and

payment of a copying fee.

Constance K. Robinson,

Director of Operations.

United States District Court, Northern District of Texas, Fort Worth

Division

United States of America and State of Texas, Plaintiffs, v.

Allied Waste Industries, Inc., and USA Waste Services, Inc.

Defendants. Civil Action No.: 497-CV-564 E.

Stipulation and Order

It is stipulated by and between the undersigned parties, through

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 Northern District of Texas.

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. Sec. 16(b)-(h)), and without further notice to any party or

other proceedings, provided that plaintiff United States has not

withdrawn its consent, which it may do at any time before the entry of

the proposed Final Judgment by serving notice thereof on defendants and

by filing that notice with the Court.

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

the proposed Final Judgment pending entry of the Final Judgment, or

until expiration of time for all appeals of any court ruling declining

entry of the proposed Final Judgment and shall, from the date of the

signing of this Stipulation, comply with all the terms and provisions

of the proposed Final Judgment thereof as though the same were in full

force and effect as an order of the Court.

4. This Stipulation shall apply with equal force and effect to any

amended proposed Final Judgment agreed upon in writing by the parties

and submitted to the Court. In the event that, as contemplated by

defendants, the assets which are the subject of the Complaint and

proposed Final Judgment (``the Crow Landfill'') are transferred by

defendant USA Waste Services, Inc. (``USA Waste'') to defendant Allied

Waste Industries, Inc. (``Allied'') subsequent to the Court entering

this Stipulation and prior to the entry of the attached Final Judgment,

than an amended Complaint and amended proposed Final Judgment which do

not name USA Waste as a defendant in either pleading shall be filed

herein and submitted to the Court.

5. In the event plaintiff United States withdraws its consent, as

provided in paragraph 2 above, or if the proposed Final Judgment is not

entered pursuant to this Stipulation, the time has expired for all

appeals of any Court ruling declining entry of the Final Judgment, and

if the Court has not otherwise ordered continued compliance with the

terms and provisions of the Final Judgment, then the parties are

released from all further obligations under this Stipulation, and the

making of this Stipulation shall be without prejudice to any party in

this or any other proceeding.

6. Allied represents that the divestiture ordered in the proposed

Final Judgment can and will be made, and that it will later raise no

claims of hardship or difficulty as grounds for asking the court to

modify any of the divestiture provisions contained therein.

7. The parties request that the Court acknowledge the terms of this

Stipulation by entering the Order in this pleading. Respectfully

submitted.

For Plaintiff United States of America:

Joel I. Klien,

Acting Assistant Attorney General.

Donna E. Patterson,

Counselor to the Assistant Attorney General.

Charles E. Biggo,

Senior Counsel to the Assistant Attorney General.

Constance K. Robinson,

Director of Operations.

J. Robert Kramer II,

PA Bar #23963.

Willie L. Hudgins,

DC Bar #37127.

David R. Bickel.

DC Bar #393409.

Michael K. Hammaker,

DC Bar #233684

Attorneys, Department of Justice, Antitrust Division, 1401 H St.,

N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202) 307-

6283 (Facsimile)

Paul E. Coggins,

United States Attorney.

Marc W. Barta,

TX Bar #01838200, Assistant U.S. Attorney, Northern District of Texas,

801 Cherry Street, Ste. 1700, Fort Worth, TX 76102-6897, (817) 978-

3291, (817) 978-6351 (Facsimile)

Dated: July 14, 1997.

For Plaintiff State of Texas:

Dan Morales,

Attorney General of Texas.

Jorge Vega,

First Assistant Attorney General.

Laquita A. Hamilton,

Deputy Attorney General for Litigation.

Paul Elliott,

Chief Consumer Protection Division.

Mark Tobey,

Assistant Attorney General, Chief Antitrust Section.

Amy R. Krasner,

Assistant Attorney General, TX Bar #00791050.

Office of the Attorney General of Texas, P.O. Box 12548, Austin, TX

78711-2548, (512) 463-2185, (512) 320-0975

Dated: July 14, 1997.

For Defendant USA Waste Services, Inc.:

James R. Weiss,

DC Bar #379798, Preston Gates Ellis & Rouvelas Meeds LLP, Suite 500,

1735 New York Avenue, NW., Washington, DC 20006-5209, (202) 662-8400,

(202) 789-0988 (Facsimile)

Attorneys for USA Waste Services, Inc.

Date: July 11, 1997.

James D. McCarthy,

TX Bar #13367700, Hughes & Luce, 1717 Main Street, Suite 2800, Dallas,

TX 75201, (214) 939-5441, (213) 939-6100 (Facsimile)

Local Counsel for USA Waste Services, Inc.

Date: July 14, 1997.

[[Page 44140]]

For Defendant Allied Waste Industries, Inc.:

Tom D. Smith,

DC Bar #221986, Jones, Day, Reavis & Pogue, Metropolitan Square, 1450 G

Street, NW., Washington, DC 20005-2088, (202) 879-3900, (202) 737-2832

(Facsimile)

Attorneys for Allied Waste Industries, Inc.

Date: July 11, 1997.

Thomas R. Jackson,

TX Bar #10496700, Jones, Day, Reavis & Pogue, 2300 Trammel Crow Center,

2001 Ross Avenue, Dallas, TX 75202-2958, (214) 220-3939, (214) 969-5100

(Facsimile)

Local Counsel For Allied Waste Industries, Inc.

Date: July 11, 1997.

Upon Review of this Stipulation by the parties, the Court

acknowledges by this Order that the parties have consented to the terms

specified in this Stipulation and the entry of the Final Judgment

subject to the provisions of the Antitrust Procedures and Penalties Act

(15 U.S.C. Sec. 16 (b)--(h)).

So ordered on this 15th day of July, 1997.

Eldon B. Mahon,

United States District Court Judge.

Certification of Service

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

the attorneys for USA Waste Services, Inc., the attorneys for Allied

Waste Industries, Inc, and the Office of the Attorney General of the

State of Texas, by placing a copy in the U.S. Mail, directed to each of

the above-named parties at the addresses given below, this 14th day of

July, 1997.

USA Waste Services, Inc., c/o James R. Weiss, Preston, Gates, Suite

500, 1735 New York Ave., NW., Washington, DC 20006

USA Waste Services, Inc., c/o James D. McCarthy, Hughes & Luce, 1717

Main Street, Suite 2800, Dallas, TX 75201

Allied Waste Industries, Inc., c/o Tom D. Smith, Jones, Day, Reavis, &

Pogue, Metropolitan Square, 1450 G Street, NW., Washington, DC 20005-

2088

Allied Waste Industries, Inc., c/o Thomas R. Jackson, Jones, Day,

Reavis & Pogue, 2300 Trammel Crow Center, 2001 Ross Avenue, Dallas, TX

75202-2598

State of Texas: Amy Krasner, Assistant Attorney General, Antitrust

Section, Office of the Attorney General of Texas, P.O. Box 12548,

Austin, TX 78711-2548

David R. Bickel,

Attorney, U.S. Department of Justice, Antitrust Division, 1401 H

Street, N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202)

307-6283 (Facsimile).

United States District Court, Northern District of Texas, Forth Worth

Division

United States of America and State of Texas, Plaintiffs, v.

Allied Waste Industries, Inc. Defendant. Civil Action No.: 497-CV

564 E. Filed 7/29/97.

Final Judgment

Whereas, plaintiffs, United States of America (``United States'')

and the State of Texas (``Texas''), having filed their Complaint herein

on July 11, 1997, and Amended Complaint on July 29, 1997, and

plaintiffs and defendant Allied Waste Industries, Inc. (``Allied''), by

its attorneys, having consented to the entry of this Final Judgment

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

without this 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 Allied 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 to

assure that competition is not substantially lessened is the essence of

this agreement;

And Whereas, the parties intend to require Allied to divest

Airspace Assets as specified herein;

And Whereas, defendant has represented to plaintiffs that the

divestiture required below can and will be made and that Allied will

later raise no claims of hardship or difficulty as grounds for asking

the Court to modify any of the terms 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. Sec. 18).

II. Definitions

As used in this Final Judgment:

A. ``Allied'' means defendant Allied Waste Industries, Inc., a

Delaware corporation with its headquarters in Phoenix, Arizona, and its

successors and assigns, their subsidiaries, affiliates, directors,

officers, managers, agents and employees.

B. ``USA Waste'' means USA Waste Services, Inc., a Delaware

corporation with its headquarters in Houston, Texas, and its successors

and assigns, their subsidiaries, affiliates, directors, officers,

managers, agents and employees.

C. ``Tarrant County Area'' means the Texas counties of Tarrant,

Johnson and Denton.

D. ``Crow Landfill'' means that landfill also known as the Fort

Worth Landfill and located in Tarrant County at 7797 Confederate Park

Road, Fort Worth, Texas 76108.

E. ``Turkey Creek Landfill'' means that landfill located in Johnson

County at Interstate 35 West and Exit 21, P.O. Drawer 0, Alvarado,

Texas 76009.

F. ``Airspace Assets'' means the assets to be divested by Allied in

this Final Judgment. The term means the right to dispose (1) over a

five-year period, beginning on the date of the divestiture, or the life

of the Crow Landfill, whichever is longer, of up to a total of 880,000

cubic yards of waste, measured at the gate house, at the Crow Landfill,

and (2) over a ten-year period, beginning on the date of the

divestiture, of up to a total of 560,000 cubic yards of waste at the

Turkey Creek Landfill. The disposal volumes specified at each landfill

shall be subject to modification in accordance with the provisions of

Sections IV.D(3) and IV.D(4) herein. The aggregate airspace rights at

the Crow Landfill and the Turkey Creek Landfill may be divided and sold

to separate purchasers. In addition, the airspace rights at each

landfill may be sold to more than one purchaser. In any single year,

the purchaser(s) of the airspace rights may not dispose of more than

the Maximum Annual Disposal amount specified in Section II.G.

G. ``Maximum Annual Disposal'' means the maximum amount the

purchaser of the airspace rights may dispose of in one year at the Crow

or Turkey Creek Landfills under an agreement to purchase Airspace

Assets. Based on the total cubic yards specified in Section II.F, the

``Maximum Annual Disposal'' is 275,000 cubic yards at the Crow Landfill

and 125,000 cubic yards at the Turkey Creek Landfill, plus any

increases in the Airspace Assets due to the inclusion of additional

space as required by Sections IV.B, IV.D(3) and IV.D(4). If more than

one company purchases the Airspace Assets at the Crow Landfill, the

Maximum Annual Disposal for each purchaser shall be

[[Page 44141]]

specified in the respective purchase agreement, and the collective

total of all purchasers' Maximum Annual Disposals at the Crow Landfill

shall be no less than 275,000 cubic yards. If more than one company

purchases the Airspace Assets at the Turkey Creek Landfill, the Maximum

Annual Disposal for each purchaser shall be specified in the respective

purchase agreement, and the collective total of all purchasers' Maximum

Annual Disposals at the Turkey Creek Landfill shall be no less than

125,000 cubic yards.

H. ``Independent Hauler'' means any private company (other than

Waste Management of North America, Inc. (``WMI''), Waste Management,

Incorporated (``WMX'') or Allied) or municipality that provides waste

hauling service in the Tarrant County Area.

III. Applicability

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

Allied, its successors and assignees, 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. Allied shall require, as a condition of the sale or other

disposition of all or substantially or all of its assets, or of a

business unit that includes Allied's disposal business in the Tarrant

County Area, that the acquiring party or parties agree to be bound by

the provisions of this Final Judgment.

IV. Divestiture of Assets and Other Terms

A. Allied is hereby ordered and directed, within one hundred twenty

(120) days from the filing of the Complaint in this matter, or within

five (5) days after notice of the entry of this Final Judgment by the

Court, whichever is later, to divest the Airspace Assets as specified

in Section II.F to a firm which is acceptable to the United States, in

its sole determination, after consultation with Texas. Allied is

further ordered and directed to notify plaintiffs in writing

immediately when they have completed the divestitures.

B. Following the date of divestiture, Allied shall maintain

detailed records, subject to inspection by the United States and Texas

in accordance with the provisions of Section IX.

C. If Allied closes the Crow Landfill during the term of any

agreement to purchase Airspace Assets applicable to the Crow Landfill,

Allied shall meet its obligations under each purchase agreement for

Airspace Assets by providing equivalent space at the Turkey Creek

Landfill. The space at the Turkey Creek Landfill shall be provided

under the same terms and conditions which were previously available to

the purchaser(s) at the Crow Landfill, or, at the purchaser's option,

under those disposal terms and conditions previously available to the

purchasers of the Airspace Assets at the Turkey Creek Landfill.

D. Allied is hereby ordered and directed to comply with the

following obligations:

(1) Assurance of Space Letters. Allied will supply, in a timely

manner, any Independent Hauler with a letter assuring a municipality

that the hauler can dispose of that municipality's waste in Allied's

Crow or Turkey Creek Landfills.

(2) Nondiscrimination. Allied agrees that (a) for any hauler or

municipality it has agreed to accept waste from at either the Crow or

Turkey Creek Landfills, and (b) for each purchaser of Airspace Assets

or such persons designated by the purchaser to dispose of waste at the

Crow or Turkey Creek Landfills, it will operate that landfill, gate,

scale house, and disposal area under terms and conditions no less

favorable than those provided to Allied's vehicles or to the vehicles

of any municipality in the Tarrant County Area, except as to price and

credit terms.

(3) Additional Airspace Assets. If Allied obtains a permit within

ten years to expand the Crow Landfill or to develop a new landfill

adjacent to the Crow Landfill, it agrees to sell 20% of the expanded

capacity to the existing Airspace Assets purchaser(s) at rates agreed

to in the original purchase agreement for airspace assets. If the

purchaser(s) does not buy the Additional Airspace Assets, Allied agrees

to offer those assets for sale in the same manner it sold the original

Airspace Assets.

(4) Airspace Asset Minimums. The amounts of waste to be divested

under the sale of the Airspace Assets are minimums and are based on

cubic yards measured at the gate. If the actual remaining capacity at

the Crow Landfill is greater than the original estimate of 4.4 million

gate yards, Allied shall offer to sell (a) at the Crow Landfill, 20% of

the remaining disposal capacity in excess of 4.4 million gate yards,

and (b) at the Turkey Creek Landfill, 10% of the remaining disposal

capacity in excess of 4.4 million gate yards, to the purchaser(s) of

the Airspace Assets at the rates and terms specified in each purchase

agreement for the Airspace Assets.

(5) Approval. Allied will not re-purchase any portion of the

Airspace Assets without approval from the Department of Justice, in its

sole determination, after consultation with Texas.

E. As part of the sale of the Airspace Assets, Allied will include

an agreement to accept waste from each purchaser or such persons

designated by the purchaser to dispose of waste at the Crow Landfill or

the Turkey Creek Landfill.

F. Unless the United States, after consultation with Texas,

otherwise consents in writing, 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 Texas, that the Airspace Assets can and will be

used by the purchaser as part of a viable, ongoing business engaged in

solid waste disposal in the Tarrant County Area. The divestiture made

by Allied under Section IV.A or by the trustee under Section V.A shall

be made (1) to a purchaser or purchasers that, in the sole judgment of

the United States, has or have the capability and intent of competing

effectively in the Tarrant County Area, and (2) has or have the

managerial, operational, and financial capability to compete

effectively in solid waste disposal in the Tarrant County Area.

G. In accomplishing the divestitures ordered by this Final

Judgment, Allied promptly shall make known, by usual and customary

means, the availability of the Airspace Assets described in this Final

Judgment. Allied shall inform any person making an inquiry regarding a

possible purchase that the sale is being made pursuant to this Final

Judgment and provide such person with a copy of this Final Judgment.

Allied shall also offer to furnish to all bona fide prospective

purchasers, subject to customary confidentiality assurances, all

information regarding the Airspace Assets customarily provided in a due

diligence process except such information subject to attorney-client or

work-product privileges. Allied shall make available such information

to plaintiffs at the same time such information is made available to

any other person. In giving notice of the availability of the Airspace

Assets, Allied shall not exclude any persons bound by any non-compete

obligations to Allied or USA Waste.

H. Allied shall waive any non-compete obligation that would

prohibit

[[Page 44142]]

any person from acquiring the Airspace Assets.

I. Allied shall take all reasonable steps to accomplish quickly the

divestiture contemplated by this Final Judgment.

J. Pursuant to its divestiture of the Airspace Assets, Allied shall

promptly advise the United States and Texas of its method for

determining capacity at the Crow Landfill and for informing

purchaser(s) expeditiously of any increase in the Airspace Assets as

specified in Section IV.D(4). The proposed method shall be subject to

the approval of the United States, in its sole determination, after

consultation with Texas.

V. Appointment of Trustee

A. In the event that Allied has not divested all of the assets

required by Section IV.A, within the applicable time period specified,

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

consultation with Texas, a trustee selected by the United States to

effect 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.

Subject to Sections V.B and VI of this Final Judgment, the trustee

shall have the power and authority to hire at the cost and expense of

Allied any investment banker, attorneys or other agents reasonably

necessary in the judgment of the trustee to assist in the divestiture,

and such professionals or agents shall be solely accountable to the

trustee. 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. The trustee shall have the power and authority to

accomplish the divestiture at the earliest possible time to a purchaser

acceptable to the United States, in its sole judgment after

consultation with Texas. Allied shall not object to a sale by the

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

objections by Allied 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 Allied, 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 Allied 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. Allied shall use its best efforts to assist the trustee in

accomplishing the required divestiture. Subject to a customary

confidentiality agreement, 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 Allied shall develop

financial or other information relevant to such assets as the trustee

may reasonably request. Allied shall take no action to interfere with

or to impede the trustee's accomplishment of the divestiture.

D. After its appointment becomes effective, 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, 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 month, made an offer to acquire, expressed an

interest in acquiring, entered into negotiations to acquire, or was

contacted or made an inquiry about acquiring, the Airspace Assets, and

shall describe in detail each contact with any person during that

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

divest the Airspace Assets.

E. If the trustee has not accomplished such divestiture within six

months after its appointment becomes effective, 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, 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 trustee shall at the same time furnish

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

and to make additional recommendations consistent with the purpose of

the Final Judgment. The Court shall thereafter enter such orders as it

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

Judgment, which shall, if necessary, include extending the trust and

the term of the trustee's appointment.

VI. Notification

A. Within two (2) business days following execution of a binding

agreement to divest, including all contemplated ancillary agreements

required to effect any proposed divestiture pursuant to Section IV or V

of the Final Judgment, Allied or the trustee, whichever is then

responsible for effecting the divestiture required herein, shall notify

plaintiffs of the proposed divestiture. If the trustee is responsible,

it shall similarly notify Allied. 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 Airspace Assets or any of them, together with full details of the

same. Within fifteen (15) days after receipt of the notice, plaintiffs

may request from Allied, the proposed purchasers, or the trustee, if

applicable, additional information concerning the proposed divestiture,

the proposed purchaser or purchasers, and any other potential

purchaser. Allied 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 Texas, shall notify

in writing Allied 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

Allied and the trustee, if there is one, that it does not object, then

the divestiture may be consummated, subject only to Allied's limited

right to object to the sale under Section V.A. Upon objection by Allied

under Section V.A., a divestiture proposed shall not be consummated

unless approved by the Court.

B. Thirty (30) days from the date when the sale of the Crow

Landfill from USA Waste to Allied is consummated, but in no event later

than August 30, 1997, and every thirty (30) days thereafter until the

divestiture has been completed, Allied shall deliver to plaintiffs an

affidavit as to the fact and manner of compliance with Sections IV and

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

person who during the preceding thirty (30)

[[Page 44143]]

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 Airspace Assets or any of them, the name,

address, and telephone number of that person and a detailed description

of each contact with that person during that period. Allied shall

maintain full records of all efforts made to divest the Airspace Assets

or any of them.

VII. Financing

Allied 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 Texas.

VIII. Preservation of Assets

Until the divestitures required by the Final Judgment have been

accomplished, Allied shall take all steps necessary to ensure that the

Airspace Assets are fully maintained in operable condition, and shall

maintain and adhere to normal or previously approved repair,

improvement, and maintenance schedules and comply with all federal and

state regulations concerning landfills. Allied shall also take no

action that would jeopardize the sale of the Airspace Assets. Allied

shall appoint a person with oversight responsibility for the

preservation of assets to insure compliance with this section of the

Final Judgment.

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 or Texas,

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 Texas, and on reasonable notice to Allied 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 Allied, which may

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

Judgment; and

2. Subject to the reasonable convenience of Allied and without

restraint or interference from them, to interview, either informally or

on the record, Allied's 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 Texas made to Allied and USA Waste at its principal offices,

defendant 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 Texas 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

Texas except in the course of legal proceedings to which the United

States or Texas 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 Allied

to plaintiffs, Allied 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 defendant marks each pertinent page of such material,

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

Rules of Civil Procedure,'' then plaintiffs shall give ten (10) days

notice to Allied prior to divulging such material in any legal

proceeding (other than a grand jury proceeding) to which Allied 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

Unless this Court grants an extension, 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. Sec. 16.

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

United States District Judge

United States District Court, Northern District of Texas, Fort Worth

Division

United States of America and State of Texas, Plaintiffs, v.

Allied Waste Industries, Inc., Defendant.

Civil Action No.: 497-CV 564 E.

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

On July 14, 1997, the United States filed a civil antitrust

Complaint alleging that the proposed acquisition by Allied Waste

Industries, Inc. (``Allied'') of the Crow Landfill in Tarrant County,

Texas from USA Waste Industries, Inc. (``USA Waste'') would violate

Section 7 of the Clayton Act, 15 U.S.C. Sec. 18. An Amended Complaint

was filed on July 29, 1997. The Complaint alleges that Allied and USA

Waste are two of only four competitors in the greater Tarrant County

area that operate commercial landfills for the disposals of municipal

solid waste (``MSW'') generated in Tarrant County. If the acquisition

were consummated, there would be only three operators competing to

dispose of MSW generated in Tarrant County, and that loss of

competition would likely result in consumers paying higher prices for

waste disposal and hauling and receiving fewer or lesser quality

services. MSW disposal is a service which involves the receiving of

waste at landfills from haulers which have collected paper, food,

construction material and other solid wastes from homes, businesses and

industries, and transported that waste to a landfill. The payer for

relief in the Complaint seeks: (1) a judgment that the proposed

acquisition would violate Section 7 of the Clayton Act; and (2) a

permanent injunction preventing Allied from acquiring the Crow Landfill

from USA Waste.

When the Complaint was filed, the United States also filed a

proposed settlement that would permit Allied to complete its

acquisition of USA Waste's Crow Landfill, but require certain

divestitures of Airspace Assets and other terms that will preserve

competition in the relevant market. This settlement consists of a

Stipulation and Order and a proposed Final Judgment.

[[Page 44144]]

The proposal Final Judgment requires Allied to sell the right to

dispose of waste at the Crow Landfill being acquired by Allied from USA

Waste, and at Allied's Turkey Creek Landfill in Johnson County. In

particular, Allied is ordered to (1) divest up to a total of 880,000

cubic yards of disposal space, measured at the gate house, at the Crow

Landfill over a five year period or the life of the Crow Landfill,

whichever is longer; and (2) divest up to a total of 560,000 cubic

yards of disposal space at the Turkey Creek Landfill over a ten year

period (together, ``Airspace Assets''). The Airspace Assets may be

divided and sold to separate purchasers. In any single year, the

purchaser(s) of the Airspace Assets may not dispose of more than the

Maximum Annual Disposal amounts specified in the Final Judgment, which

is 275,000 cubic yards at Crow and 125,000 cubic yards at Turkey Creek.

Allied is also required to supply, in a timely manner, any

Independent Hauler with a letter assuring the municipality that the

hauler can dispose of that municipality's waste in Allied's Crow or

Turkey Creek Landfills. Allied has agreed to nondiscrimination terms.

It will accept waste from haulers not affiliated with Allied under

conditions no less favorable than those provided to Allied's vehicles.

Further, if Allied obtains a permit within ten years to expand the Crow

Landfill or to develop a new landfill adjacent to the Crow Landfill, it

agrees to sell 20% of the expanded capacity to the existing Airspace

Assets purchaser(s) at the rates and terms specified in the original

Airspace Assets purchase agreement. If the purchaser does not buy the

assets, Allied will offer it for sale in the same manner it sold the

original Airspace Assets.

The amounts of disposal space to be divested are minimums and are

based on cubic yards measured at the gate. If the actual remaining

capacity of the Crow Landfill is greater than 4.4 million cubic yards,

Allied must offer for sale 20% of the additional capacity at the Crow

Landfill and 10% of the additional capacity at the Turkey Creek

Landfill at the rates and terms specified in the original Airspace

Assets purchase agreement(s). Allied will not re-purchase any portion

of the assets without approval from the Department of Justice after

consultation with Texas.

The plaintiffs and defendant have stipulated that the proposed

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

the proposed Final Judgment would terminate the 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

A. The Defendant and the Proposed Transaction

Allied is among the ten largest solid waste hauling and disposal

companies in the nation, and serves municipal, commercial, industrial

and residential customers in 22 states. USA Waste is the third largest

in the nation, and serves the same type of customers in 32 states. In

1996, Allied had total revenues of over $806 million and USA Waste had

total revenues of over $1 billion.

On March 7, 1997, Allied agreed to acquire the Crow Landfill and

other assets from USA Waste. This transaction, which would take place

in the highly concentrated MSW disposal market at commercial landfills

in the greater Tarrant County area, precipitated the government's suit.

B. Product and Geographic Markets

The requirements imposed by Texas law and regulations limit the

means by which MSW can be properly disposed. Landfills that are open to

the general public, or ``commercial landfills,'' generally accept MSW

from anyone or anywhere. Disposal of MSW at these commercial landfills

is a line of commerce and a relevant product market. Landfills that

accepts MSW from only certain areas, such as Arlington, Grand Prairie,

and the City of Fort Worth landfills or ``captive landfills,'' are not

viewed by most haulers of MSW to be substitutes for commercial

landfills which includes Tarrant County, northern Johnson County, and

southern Denton County. One of the captive landfills, the City of Fort

Worth landfill, primarily accepts waste hauled to it from private

individuals rather than commercial haulers.

The cost of transporting MSW to a landfill site can be a

substantial component of the cost of disposal. Total disposal costs may

account for as much as 50 percent of the actual amount charged by a

hauler for its collection services, hence limiting the areas where MSW

can be economically transported and disposed of by haulers. The

geographic location of landfills and associated transportation costs

create localized markets for the disposal of MSW.

Due to the high costs of transporting MSW, and the substantial

travel time to other landfills based on distance or congested roadways,

haulers of MSW generated in Tarrant County are limited to those

commercial landfills located in the greater Tarrant County area, which

includes Tarrant County, northern Johnson County, and southern Denton

County. The four operators of commercial landfills in the relevant

geographic market to which haulers of MSW generated in Tarrant County

turn to dispose of MSW are USA Waste, which owns the Crow Landfill;

Allied, which owns the Turkey Creek Landfill; WMI, which owns both the

Westside Landfill and DFW Landfill; and the City of Farmers Branch,

which owns the Camelot Landfill.

C. Harm to Competition as a Consequence of the Acquisition

The Complaint alleges that the transaction would have the following

effects, among others: that competition generally in providing disposal

at commercial landfills to haulers of MSW generated in Tarrant County

would be lessened substantially; that actual and potential competition

between Allied and USA Waste in providing disposal at commercial

landfills to haulers of MSW generated in Tarrant County will be

eliminated; and that competition for the hauling of MSW generated in

Tarrant County may be substantially lessened.

Should Allied acquire the Crow Landfill, there will be only three

landfill operators in the relevant market. The elimination of one of

such a small number of significant competitors will significantly

increase the likelihood that consumers will face higher prices and poor

quality service for the disposal of MSW generated in Tarrant County.

Allied and USA Waste compete with each other and with other

companies to provide MSW disposal services in the greater Tarrant

County area. That competition has resulted in lower waste disposal

prices to haulers, which in turn has permitted those haulers to compete

more effectively for business in Tarrant County. The elimination of

competition resulting from the proposed acquisition of the Crow

Landfill by Allied will likely result in price increases for the

disposal of MSW generated in Tarrant County.

Using a measure of market concentration called the Herfindahl-

Hirschman Index (``HHI''), which is defined and explained in Appendix

A, the post-acquisition HHI, based on the amount of waste from Tarrant

County disposed of in 1996 at the five landfills in the relevant

geographic market, would exceed 3500, with an increase in the HHI of

over 400. This number is likely understated because the capacity

limitations on the Camelot Landfill limit

[[Page 44145]]

its ability to provide a competitive constraint. Thus, an acquisition

by Allied of the Crow Landfill would substantially increase

concentration in the market.

Obtaining regulatory approval for either a new landfill or the

expansion of an existing landfill in the greater Tarrant County area is

a costly and time consuming process that can take several years. Entry

by a new landfill or through the expansion of an existing one would not

be timely, likely or sufficient to prevent harm to competition.

Allied is also engaged in the collection and hauling of waste in

the relevant geographic market. Allied and WMI are the dominant haulers

in the relevant geographic market and account for roughly 80% of the

hauling by private firms in Tarrant County. Post-acquisition, Allied

would have an increased incentive to raise disposal prices to rival

haulers in Tarrant County, to create a substantial barrier for entry to

new haulers, or selectively to raise prices to punish or impede

independent haulers who attempt to compete with it in Tarrant County.

III. Explanation of the Proposed Final Judgment

The provisions of the proposed Final Judgment are designed to

eliminate the anticompetitive effects of the acquisition of the Crow

Landfill by Allied from USA Waste.

The proposed Final Judgment requires the Airspace Assets to be

divested within one hundred twenty (120) days from the filing of the

complaint, or within five (5) days after notice of the entry of the

Final Judgment. The Airspace Assets will be divested to a purchaser, or

purchasers, who demonstrate to the sole satisfaction of the United

States (after consultation with the State of Texas) that the assets

will be used as part of an ongoing business engaged in solid waste

disposal. If allied fails to sell the Airspace Assets, a trustee will

be appointed. The Final Judgment provides that Allied 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. If the trustee has not

accomplished the divestiture within six months of its appointment, 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 relief sought in the Complaint has been tailored to insure that

it will protect consumers of hauling services and MSW disposal services

at commercial landfills from the higher prices and poorer quality

service that might otherwise result from the acquisition.

IV. Remedies Available to Potential Private Litigants

Section 4 of the Clayton Act (15 U.S.C. Sec. 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.

Sec. 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 consented that a 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 of a Final Judgment

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: J. Robert Kramer II, Chief, Litigation II

Section, Antitrust Division, United States Department of Justice, 1401

H Street, NW., Suite 3000, Washington, DC 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, a full trial on the merits against defendant Allied.

The United States could have brought suit and sought preliminary and

permanent injunctions against Allied's acquisition. The United States

is satisfied, however, that the divestiture of the described assets and

the other terms specified in Part I and in the proposed Final Judgment

will encourage viable MSW disposal competitors in the greater Tarrant

County area. The United States is satisfied that the proposed relief

will prevent the acquisition from having anticompetitive effects in

this market. The divestiture of Airspace Assets Space and the other

proposed terms will restore the market to a structure that existed

prior to the acquisition and will preserve the existence of independent

hauling competitors in the area.

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. Sec. 16(e) (emphasis added). As the Court of Appeals for the

District of Columbia Circuit recently held, the APPA permits a Court to

consider, among other things, the relationship between the remedy

secured and the specific allegations set forth in the government's

complaint, whether the

[[Page 44146]]

decree is sufficiently clear, whether enforcement mechanisms are

sufficient, and whether the decree may positively harm third parties.

See United States v. Microsoft, 56 F.3d 1448 (D.C. Cir. 1995).

In conducting this inquiry, ``the Court is nowhere compelled to go

to trial or to enage in extended proceedings which might have the

effect of vitiating the benefits of prompt and less costly settlement

through the consent decree process.'' 1 Rather,

\1\ 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. 93-1463, 93rd

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

6535, 6538.

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

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. para.

61,508, at 71,980 (W.D. Mo. 1977).

Accordingly, with respect to the adequacy of the relief secured by

the decree, a Court may not ``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); see also, Microsoft, 56 F.3d 1448 (D.C. Cir.1995). 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.2

\2\ 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.

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

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.' (citation

omitted).'' 3

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

\3\ 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.

Respectfully submitted,

For Plaintiff United States of America:

J. Robert Kramer II,

PA Bar #23963.

Willie L. Hudgins,

DC Bar #37127.

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

David R. Bickel,

DC Bar #393409.

Michael K. Hammaker,

DC Bar #233684.

Attorneys, U.S. Department of Justice, Antitrust Division, 1401 H

St., N.W., Suite 3000, Washington, D.C. 20530, 202-307-0924, 202-

307-6283 (Facsimile)

Paul E. Coggins,

United States Attorney.

for

Marc. W. Barta,

TX Bar #01838200, Assistant U.S. Attorney, Northern District of Texas,

801 Cherry Street, Ste. 1700, Fort Worth, TX 76102-6897, 817-978-3291,

817-978-6351 (Facsimile).

Dated: July 29, 1997.

Certification of Service

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

the attorneys for USA Waste Service, Inc., the attorneys for Allied

Waste Industries, Inc, and the Office of the Attorney General of the

State of Texas, by placing a copy in the U.S. Mail, directed to each of

the above-named parties at the addresses give below, this 29th day of

July, 1997.

USA Waste Services, Inc., c/o James R. Weiss, Preston, Gates, Suite

500, 1735 New York Ave., NW., Washington, DC 20006

USA Waste Services, Inc., c/o James D. McCarthy, Hughes & Luce, 1717

Main Street, Suite 2800, Dallas, TX 75201

Allied Waste Industries, Inc., c/o Tom D. Smith, Jones, Day, Reavis &

Pogue, Metropolitan Square, 1450 G Street, NW., Washington, DC 20005-

2088

Allied Waste Industries, Inc., c/o Thomas R. Jackson, Jones, Day,

Reavis & Pogue, 2300 Trammel Crow Center, 2001 Ross Avenue, Dallas, TX

75202-2598

State of Texas: Amy Krasner, Assistant Attorney General, Antitrust

Section, Office of the Attorney General of Texas, P.O. Box 12548,

Austin, TX 78711-2548

David R. Bickel,

Attorney, U.S. Department of Justice, Antitrust Division, 1401 H

Street, N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202)

307-6283 (Facsimile).

[FR Doc. 97-21855 Filed 8-18-97; 8:45 am]

BILLING CODE 4410-11-M