Proposed Final Judgment and Competitive Impact Statement; United States v. Aluminum Company of America, et al.

DEPARTMENT OF JUSTICE

Antitrust Division

[Civil Action No. 98-1497]

Proposed Final Judgment and Competitive Impact Statement; United

States v. Aluminum Company of America, et al.

Notice is hereby given pursuant to the Antitrust Procedures and

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

Judgment, Hold Separate Stipulation and Order, Stipulation and Order,

and Competitive Impact Statement have been filed with the United States

District Court for the District of Columbia in United States v.

Aluminum of America, et. al., Civil No. 1:98CV01497. The proposed Final

Judgment is subject to approval by the Court after the expiration of

the statutory 60-day public comment period and compliance with the

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

On June 15, 1998, the United States filed a Complaint seeking to

enjoin a transaction in which Aluminum Company of America (``Alcoa'')

would acquire Alumax, Inc. (``Alumax''). Alcoa and Alumax are the two

largest of three producers of aluminum cast plate (``cast plate'') in

the world. Cast plate is used for applications that require precise

dimensions and flatness, such as jigs, fixtures, and numerous tooling,

mold, machinery, and equipment applications. Alcoa's proposed

acquisition of Alumax would have combined under single ownership almost

90% of the cast plate manufacturing business in the world. The

Complaint alleged that the proposed acquisition would substantially

lessen competition in the manufacture and sale of cast plate worldwide

in violation of Section 7 of the Clayton Act, 15 U.S.C. section 18.

The proposal Final Judgment, filed at the same time as the

Complaint, orders Alcoa to sell its cast plate division to a purchaser

who has the capability to compete effectively in the manufacture and

sale of cast plate. The proposed Final Judgment also requires Alcoa to

abide by the Hold Separate Stipulation and Order, which requires Alcoa

to ensure that, until the divestiture mandated by the Final Judgment

has been accomplished, Alcoa's cast plate division will be held

separate and apart from, and operated independently of, any of Alcoa's

other assets and businesses. A Competitive Impact Statement filed by

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

and remedies to private litigants.

Public comment is invited within the statutory 60-day comment

period. Such comments, and responses thereto, will be published in the

Federal Register and filed with the Court. Written comments should be

directed to Roger W. Fones, Chief, Transportation, Energy, and

Agriculture Section, Antitrust Division, 325 Seventh Street, NW., Suite

500, Washington, DC 20530 (telephone: (202) 307-6351).

Copies of the Complaint, Hold Separate Stipulation and Order,

Stipulation and Order, proposed Final Judgment, and Competitive Impact

Statement are available for inspection in Room 215 of the U.S.

Department of Justice, Antitrust Division, 325 Seventh 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

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

copying fee.

Constance K. Robinson,

Director of Operations & Merger Enforcement, Antitrust Division.

Stipulation and Order

It is hereby Stipulated by and between the undersigned parties, by

their respective attorneys, as follows:

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 United States District Court for the District of

Columbia.

2. The parties stipulate 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 Procedure and Penalties Act (15

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

proceedings, provided that plaintiff has not withdrawn its consent,

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

Judgment by serving notice thereof on defendants and by filing that

notice with the Court.

[[Page 35947]]

3. Defendants shall abide by and comply with the provisions of the

proposed Final Judgment pending entry of the Final Judgment by the

Court, 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 by the parties, comply with all

the terms and provisions of the proposed Final Judgment as though they

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.

5. In the event that plaintiff withdraws its consent, as provided

in paragraph 2 above, or in the event that 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 proposed Final

Judgment, and the Court has not otherwise ordered continued compliance

with the terms and provisions of the proposed 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. Defendants represent that the divestiture ordered in the

proposed Final Judgment can and will be made, and that the defendants

will later raise no claims of hardship of difficulty as grounds for

asking the Court to modify any of the divestiture provisions contained

therein. Respectfully submitted.

For Plaintiff United States of America;

Nina B. Hale,

Washington Bar #18776

Andrew K. Rosa,

Hawaii Bar #6366, Attorneys, Antitrust Division, U.S. Department of

Justice, 325 Seventh St., N.W., Washington, DC 20004, (202) 307-6316,

(202) 307-0886.

Dated: June 15, 1998.

For Defendant Aluminum Company of America:

Mark Leddy,

DC Bar #404833,

David I. Gelfand,

DC Bar #416596,

Steven J. Kaiser,

DC Bar #454251,

Cleary, Gottlieb, Steen & Hamilton,

2000 Pennsylvania Avenue, N.W., Washington, DC 20006 (202) 974-1500.

For Defendant Alumax Inc.:

Robert P. Wolf,

Virginia Bar #1299,

Alumax Inc.,

3424 Peachtree Road, N.E., Suite 2100, Atlanta, GA 30326, (404) 846-

4651.

Order

It is So ordered, this ________ day of ________, 1998.

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

United States District Court Judge

Hold Separate Stipulation and Order

It is hereby Stipulated by and between the undersigned parties,

subject to approval and entry by the Court, that:

I

Definitions

As used in this Hold Separate Stipulation and Order:

A. Alcoa means defendant Aluminum Company of America, a

Pennsylvania Corporation with its headquarters in Pittsburgh,

Pennsylvania, and its successors, assigns, subsidiaries, divisions,

groups, affiliates, partnerships and joint ventures, and directors,

officers, managers, agents, and employees.

B. Alumax means Alumax Inc., a Delaware Corporation with its

headquarters in Atlanta Georgia, and its successors, assigns,

subsidiaries, divisions, groups, affiliates, partnerships and joint

ventures, and directors, officers, managers, agents, and employees.

C. Alcoa Cast Plate Division means all assets included within the

cast plate operation of Alcoa's Aerospace and Commercial Rolled

Products Division as of the date hereof, including:

1. all tangible assets, including the cast plate manufacturing

facility located at 1551 Alcoa Avenue, Vernon, California 90058

(``Vernon facility'') and the portion of the real property on which the

Vernon facility is situated that is reasonably necessary for operation

of the Vernon cast plate plant; any facilities used for research and

development activities; Vernon offices; cast plate-related

manufacturing assets including capital equipment, vehicles, interests,

supplies, personal property, inventory, office furniture, fixed assets

and fixtures, materials, on-site warehouses or storage facilities, and

other tangible property or improvements used in the cast plate

operation; all licenses, permits and authorizations issued by any

governmental organization relating to the cast plate operation; all

contracts, agreements, leases, commitments and understandings

pertaining to the cast plate operation; supply agreements; all customer

lists, contracts, accounts, and credit records; and other records

maintained by Alcoa in connection with the cast plate operation;

2. all intangible assets, including but not limited to all patents,

licenses and sublicenses, intellectual property, trademarks, trade

names, service marks, service names (except to the extent such

trademarks, trade names, service marks, and service names contain the

name ``Alcoa''), technical information, know-how, trade secrets,

drawings, blueprints, designs, design protocols, specifications for

materials, specifications for parts and devices, safety procedures for

the handling of materials and substances, quality assurance and control

procedures, design tools and simulation capability, and all manuals and

technical information Alcoa provides to its own employees, customers,

suppliers, agents or licensees; and

3. all research data concerning historic and current research and

development efforts relating to the cast plate operation, including

designs of experiments, and the results of unsuccessful designs and

experiments.

D. Cast Plate means an aluminum plate product manufactured by

casting or by sawing cast slab purchased from an external source,

ranging in gauges from \1/4\ inch to 30 inches, that is used for

various tooling, industrial and mold plate applications, and that is

manufactured by the Alcoa Cast Plate Division.

II

Objectives

The Final Judgment filed in this case is meant to ensure Alcoa's

prompt divestiture of the Alcoa Cast Plate Division for the purpose of

maintaining a viable competitor in the manufacture and sale of Cast

Plate to remedy the effects that the United States alleges would

otherwise result from Alcoa's proposed acquisition of Alumax.

This Hold Separate Stipulation and Order ensures, prior to such

divestiture, that the Alcoa Cast Plate Division which is being divested

be maintained as an independent, economically viable, ongoing business

concern, and that

[[Page 35948]]

competition is maintained during the pendency of the divestiture.

III

Hold Separate Provisions

Until the divestiture required by the Final Judgment has been

accomplished:

A. Alcoa shall preserve, maintain, and operate the Alcoa Cast Plate

Division as an independent competitor with management, research,

development, production, sales and operations held entirely separate,

distinct and apart from those of Alcoa. Alcoa shall not coordinate the

manufacture, marketing or sale of products from Alcoa Cast Plate

Division's business with the Cast Plate business that Alcoa will own as

a result of the acquisition of Alumax. Within twenty (20) calendar days

of the filing of the Complaint in this matter, Alcoa will inform

plaintiff of the steps taken to comply with this provision.

B. Alcoa shall take all steps necessary to ensure that the Alcoa

Cast Plate Division will be maintained and operated as an independent,

ongoing, economically viable and active competitor in Cast Plate

manufacture and sale; that the management of the Alcoa Cast Plate

Division will not be influenced by Alcoa, and that the books, records,

competitively sensitive sales, marketing and pricing information, and

decision-making associated with the Alcoa Cast Plate Division will be

kept separate and apart from the operations of Alcoa. Alcoa's influence

over the Alcoa Cast Plate Division shall be limited to that necessary

to carry out Alcoa's obligations under this Order and the Final

Judgment. Alcoa may receive historical aggregate financial information

(excluding capacity or pricing information) relating to the Alcoa Cast

Plate Division to the extent necessary to allow Alcoa to prepare

financial reports, tax returns, personnel reports, and other necessary

or legally required reports.

C. Alcoa shall use all reasonable efforts to maintain Cast Plate

manufacturing at the Alcoa Cast Plate Division, and shall maintain at

current or previously approved levels, whichever are higher, internal

research and developing funding, promotional, advertising, sales,

technical assistance, marketing and merchandising support for the Alcoa

Cast Plate Division.

D. Alcoa shall provide and maintain sufficient working capital to

maintain the Alcoa Cast Plate Division as an economically viable,

ongoing business.

E. Alcoa shall provide and maintain sufficient lines and sources of

credit to maintain the Alcoa Cast Plate Division as an economically

viable, ongoing business.

F. Alcoa shall take all steps necessary to ensure that the Vernon

facility is fully maintained in operable condition at no lower than its

current rated capacity, and shall maintain and adhere to normal repair

and maintenance schedules for the Alcoa Cast Plate Division.

G. Alcoa shall not, except as part of a divestiture approved by

plaintiff, remove, sell, lease, assign, transfer, pledge or otherwise

dispose of or pledge as collateral for loans, any assets of the Alcoa

Cast Plate Division, including intangible assets that relate to the

permits described in Section II of the Final Judgment.

H. Alcoa shall maintain, in accordance with sound accounting

principles, separate, true, accurate and complete financial ledgers,

books and records that report, on a periodic basis, such as the last

business day of every month, consistent with past practices, the

assets, liabilities, expenses, revenues, incomes, profit and loss of

the Alcoa Cast Plate Division.

I. Until such time as the Alcoa Cast Plate Division is divested,

except in the ordinary course of business or as is otherwise consistent

with this Hold Separate Agreement, Alcoa shall not hire and defendant

shall not transfer or terminate, or alter, to the detriment of any

employee, any current employment or salary agreements for any Alcoa

employees who on the date of the signing of this Agreement (i) work in

the Alcoa Cast Plate Division, or (ii) are members of management

referenced in Section III(J) of this Order unless such individual has a

written offer of employment from a third party for a like position.

J. Until such time as the Alcoa Cast Plate Division is divested,

the assets to be divested shall be managed by John Hogarth. John

Hogarth shall have complete managerial responsibility for the Alcoa

Cast Plate Division, subject to the provisions of this Order and the

Final Judgment. In the event that John Hogarth is unable to perform his

duties, Alcoa shall appoint, subject to plaintiff's approval, a

replacement acceptable to plaintiff within ten (10) working days.

Should Alcoa fail to appoint a replacement acceptable to plaintiff

within ten (10) working days, plaintiff shall appoint a replacement.

K. Alcoa shall take no action that would interfere with the ability

of any trustee appointed pursuant to the Final Judgment to complete the

divestiture pursuant to the Final Judgment to a suitable purchaser.

L. This Hold Separate Stipulation and Order shall remain in effect

until the divestiture required by the Final Judgment is complete, or

until further Order of the Court.

Respectfully submitted,

For Plaintiff, United States of America:

Nina B. Hale,

Washington Bar #18776,

Andrew K. Rosa,

Hawaii Bar #6366, Attorneys, Antitrust Division, U.S. Department of

Justice, 325 Seventh St., N.W., Washington, DC 20004, (202) 307-6316,

(202) 307-0886.

Dated: June 15th, 1998.

For Defendant, Aluminum Company of America:

Mark Leddy,

DC Bar #404833,

David I. Gelfand,

DC Bar #416596,

Steven J. Kaiser,

DC Bar #454251,

Cleary, Gottlieb, Steen & Hamilton,

2000 Pennsylvania Avenue, N.W., Washington, DC 20006, (202) 974-1500.

For Defendant Alumax Inc.:

Robert P. Wolf,

Virginia Bar #1299, Alumax Inc., 3424 Peachtree Road, N.E., Suite 2100,

Atlanta, GA 30326, (404) 846-4651.

Order

It is So Ordered, this ________ day of ________, 1998.

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

United States District Judge

Final Judgment

Whereas, plaintiff, the United States of America (``United

States''), filed its complaint in this action on June 15, 1998, and

plaintiff and defendants, Aluminum Company of America (``Alcoa'') and

Alumax Inc. (``Alumax''), by their respective 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, defendants have 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 is the prompt and

certain divestiture of the Alcoa Cast Plate Division to assure that

competition is not substantially lessened;

And whereas, plaintiff requires defendants to make certain

divestitures for the purpose of remedying the loss of competition

alleged in the Complaint;

And whereas, defendants have represented to plaintiff that the

divestiture ordered herein can and will be made and that defendants

will later raise no claims of hardship or difficulty

[[Page 35949]]

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

contract provisions contained below;

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

trial or adjudication of any issue of fact or law herein, and upon

consent of the parties hereto, it is hereby Ordered, Adjudged, and

decreed as follows:

I

Jurisdiction

This Court has jurisdiction over the subject matter of this action

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

which relief may be granted against the defendants, as hereinafter

defined, under Section 7 of the Clayton Act, as amended (15 U.S.C. 18).

II

Definitions

As used in this Final Judgment:

A. Alcoa means defendant Aluminum Company of America, a

Pennsylvania Corporation with its headquarters in Pittsburgh,

Pennsylvania, and its successors, assigns, subsidiaries, divisions,

groups, affiliates, partnerships and joint ventures, and directors,

officers, managers, agents, and employees.

B. Alumax means Alumax Inc., a Delaware Corporation with its

headquarters in Atlanta, Georgia, and its successors, assigns,

subsidiaries, divisions, groups, affiliates, partnerships and joint

ventures, and directors, officers, managers, agents, and employees.

C. Alcoa Cast Plate Division means all assets included within the

cast plate operation of Alcoa's Aerospace and Commercial Rolled

Products Division as of the date hereof, including:

1. all tangible assets, including the cast plate manufacturing

facility located at 1551 Alcoa Avenue, Vernon, California 90058

(``Vernon facility'') and the portion of the real property on which the

Vernon facility is situated that is reasonably necessary for operation

of the Vernon cast plate plant: any facilities used for research and

development activities; Vernon offices; cast plate-related

manufacturing assets including capital equipment, vehicles, interests,

supplies, personal property, inventory, office furniture, fixed assets

and fixtures, materials, on-site warehouses or storage facilities, and

other tangible property or improvements used in the cast plate

operation; all licenses, permits and authorizations issued by any

governmental organization relating to the cast plate operation; all

contracts, agreements, leases, commitments and understandings

pertaining to the cast plate operation; supply agreements; all customer

lists, contracts, accounts, and credit records, and other records

maintained by Alcoa in connection with the cast plate operation;

2. all intangible assets, including but not limited to all patents,

licenses and sublicenses, intellectual property, trademarks, trade

names, service marks, service names (except to the extent such

trademarks, trade names, service marks, and service names contain the

name ``Alcoa''), technical information, know-how, trade secrets,

drawings, blueprints, designs, design protocols, specifications for

materials, specifications for parts and devices, safety procedures for

the handling of materials and substances, quality assurance and control

procedures, design tools and simulation capability, and all manuals and

technical information Alcoa provides to its own employees, customers,

suppliers, agents or licensees; and

3. all research data concerning historic and current research and

development efforts relating to the cast plate operation, including

designs of experiments, and the results of unsuccessful designs and

experiments.

D. ``Cast Plate'' means an aluminum plate product manufactured by

casting or by sawing cast slab purchased from an external source,

ranging in gauges from \1/4\ to 30 inches, that is used for various

tooling, industrial and mold plate applications, and that is

manufactured by the Alcoa Cast Plate Division.

III

Applicability

A. The provisions of this Final Judgment apply to Alcoa and Alumax,

their successor and assigns, their subsidiaries, affiliates, directors,

officers, managers, agents, and employees, and all other persons in

active concern or participation with any of them who shall have receive

actual notice of this Final Judgment by personal service or otherwise.

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

disposition of all or substantially all of the assets involving Cast

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

provisions of this Final Judgment.

IV

Divestiture of Assets

A. Alcoa is hereby ordered and directed in accordance with the

terms of this Final Judgment, within one hundred and eighty (180)

calendar days after the filing of the Complaint in this matter, or five

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

whichever is later, to divest the Alcoa Cast Plate Division as an

ongoing business to a purchaser acceptable to the United States in its

sole discretion. With respect to the intangible assets described in

Section II(C)(2) of this Final Judgment, the divestiture required

hereunder shall be accomplished by entering into a perpetual,

nonexclusive license (or licenses, as the case may be) with the

purchaser, transferable to any future purchaser of the Vernon facility,

to use, in manufacturing cast plate at the Vernon facility, all such

intangible assets, wherever located, that have been used in the

manufacture of cast plate at the Vernon facility.

B. Alcoa shall use its best efforts to accomplish the divestiture

as expeditiously and timely as possible. The United States, in its sole

discretion, may extend the time period for any divestiture by an

additional period of time not to exceed thirty (30) calendar days.

C. In accomplishing the divestiture ordered by this Final Judgment,

Alcoa promptly shall make known, by usual and customary means, the

availability of the Alcoa Cast Plate Division described in this Final

Judgment. Alcoa 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.

Alcoa shall also offer to furnish to all prospective purchasers,

subject to customary confidentiality assurances, all information

regarding the Alcoa Cast Plate Division customarily provided in a due

diligence process except such information subject to attorney-client

privilege or attorney work-product privilege. Alcoa shall make

available such information to the plaintiff at the same time that such

information is made available to any other person.

D. Alcoa shall not interfere with any negotiations by any purchaser

to employ any Alcoa employee who works at, or whose principal

responsibility is, the Cast Plate business.

E. Alcoa shall permit prospective purchasers of the Alcoa Cast

Plate Division to have reasonable access to personnel and to make such

inspection of Alcoa Casts Plate's Vernon facility; assess to any and

all environmental, zoning, and other permit documents and information;

and access to any and all financial, operational, or other documents

and information customarily provided as part of a due diligence

process.

F. Alcoa shall warrant to the purchaser of the Alcoa Cast Plate

[[Page 35950]]

Division that the Alcoa Cast Plate Division will be operational on the

date of sale.

G. Alcoa shall not take any action, direct or indirect, that will

impede in any way the operation of the Alcoa Cast Plate Division.

H. Alcoa shall warrant to the purchaser of the Alcoa Cast Plate

Division that there are no material defects in the environmental,

zoning, or other permits pertaining to the operation of the Alcoa Cast

Plate Division and that Alcoa will not undertake, directly or

indirectly, following the divestiture of the Alcoa Cast Plate Division,

any challenges to the environmental, zoning, or other permits

pertaining to the operation of the Alcoa Cast Plate Division.

I. Alcoa shall not be permitted to locate any of its operations at

the Alcoa Cast Plate Division's Vernon facility.

J. Unless the United States otherwise consents in writing, the

divestiture pursuant to Section IV, or by trustee appointed pursuant to

Section V of this Final Judgment, shall include the entire Alcoa Cast

Plate Division, operated in place pursuant to the Hold Separate

Stipulation and Order, and be accomplished by selling or otherwise

conveying the Alcoa Cast Plate Division to a purchaser in such a way as

to satisfy the United States, in its sole discretion, that the Alcoa

Cast Plate Division can and will be used by the purchaser as part of a

viable, ongoing business or businesses engaged in the manufacture of

Cast Plate. The divestiture, whether pursuant to Section IV of Section

V of this Final Judgment, shall be made to purchaser for whom it is

demonstrated to the United State's sole satisfaction that: (1) the

purchaser has the capability and intent of competing effectively in the

manufacture and sale of Cast Plate; (2) the purchaser has or soon will

have the managerial, operational, and financial capability to compete

effectively in the manufacture and sale of Cast Plate; and (3) none of

the terms of any agreement between the purchaser and Alcoa gives Alcoa

the ability unreasonably to raise the purchaser's costs, to lower the

purchaser's efficiency, or otherwise to interfere in the ability of the

purchaser to compete effectively.

V

Appointment of Trustee

A. In the event that Alcoa has not divested the Alcoa Cast Plate

Division within the time specified in Section IV of this Final

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

a trustee selected by the United States to effect the divestiture of

the Alcoa Cast Plate Division.

B. After the appointment of a trustee becomes effective, only the

trustee shall have the right to sell the Alcoa Cast Plate Division. 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 Sections IV and VI of this

Final Judgment, and shall have such other powers as the Court shall

deem appropriate. Subject to Section V(C) of this Final Judgment, the

trustee shall have the power and authority to hire at the cost and

expense of Alcoa any investment bankers, attorneys, or other agents

reasonably necessary in the judgment of the trustee to assist in the

divestiture, and such professionals and agents shall be accountable

solely to the trustee. 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 discretion and

shall have such other powers as this Court shall deem appropriate.

Alcoa shall not object to a sale by the trustee on any grounds other

than the trustee's malfeasance. Any such objections by Alcoa must be

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

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

this Final Judgment.

C. The trustee shall serve at the cost and expense of Alcoa, 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 and those of

any professionals and agents retained by the trustee, all remaining

money shall be paid to Alcoa and the trust shall then be terminated.

The compensation of such trustee and of professionals and agents

retained by the trustee shall be reasonable in light of the value of

the divested business 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.

D. Alcoa shall use it best efforts to assist the trustee in

accomplishing the required divestiture, including its best efforts to

effect all necessary regulatory approvals. The trustee and any

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

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

records, and facilities of the business to be divested, and Alcoa shall

develop financial or other information relevant to the business to be

divested customarily provided in a due diligence process as the trustee

may reasonably request, subject to customary confidentiality

assurances. Alcoa shall permit bona fide prospective acquirers of the

Alcoa Cast Plate division to have reasonable access to personnel and to

make such inspection of physical facilities and any and all financial,

operational or other documents and other information as may be relevant

to the divestiture required by this Final Judgment.

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

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

accomplish the divestiture ordered under this Final Judgment; 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, any interest in the business to be divested,

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 divest the business to be divested.

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

(6) months after its appointment, the trustee thereupon shall file

promptly 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 to the parties, who shall each have the right to be heard and to

make additional recommendations consistent with the purpose of the

trust. The Court shall enter thereafter such orders as it shall deem

appropriate in order to carry out the purpose of the trust, which may,

if necessary, include extending the trust and the term of the trustee's

appointment by a period requested by the United States.

[[Page 35951]]

VI

Notification

Within two (2) business days following execution of a definitive

agreement contingent upon compliance with the terms of this Final

Judgment to effect, in whole or in part, any proposed divestiture

pursuant to Sections IV and V of this Final Judgment, Alcoa or the

trustee, whichever is then responsible for effecting the divestiture,

shall notify plaintiff of the proposed divestiture. If the trustee is

responsible, it shall similarly notify Alcoa. 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 a desire to, acquire any

ownership interest in the business to be divested that is the subject

of the binding contract, together with full details of same. Within

fifteen (15) calendar days of receipt by plaintiff of such notice, the

United States, in its sole discretion, may request for Alcoa, the

proposed purchaser, or any other third party additional information

concerning the proposed divestiture and the proposed purchaser. Alcoa

and the trustee shall furnish any additional information requested from

them within fifteen (15) calendar days of the receipt of the request,

unless the parties shall otherwise agree. Within thirty (30) calendar

days after receipt of the notice or within twenty (20) calendar days

after the plaintiff has been provided the additional information

requested from Alcoa, the proposed purchaser, or any third party,

whichever is later, the United States shall provide written notice to

Alcoa and the trustee, if there is one, stating whether or not it

objects to the proposed divestiture. If the United States provides

written notice to Alcoa and the trustee that it does not object, then

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

right to object to the sale under Section V(B) of this Final Judgment.

Absent written notice that the United States does not object to the

proposed purchaser or upon objection by the United States, a

divestiture proposed under Section IV or Section V shall not be

consummated. Upon objection by Alcoa under the provision in Section

V(B), a divestiture proposed under Section V shall not be consummated

unless approved by the Court.

VII

Affidavitts

A. Within twenty (20) calendar days of the filing of the Complaint

in this matter and every thirty (30) calendar days thereafter until the

divestiture has been completed whether pursuant to Section IV or

Section V of this Final Judgment, Alcoa shall deliver to plaintiff an

affidavit as to the fact and manner of compliance with Section IV or

Section V of this Final Judgment. Each such affidavit shall include,

inter alia, the name, address, and telephone number of each person who,

at any time after the period covered by the last such report, made an

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

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

acquiring, an interest in the business to be divested,and shall

describe in detail each contact with any such person during that

period. Each such affidavit shall also include description of the

efforts that Alcoa has taken to solicit a buyer for the Alcoa Cast

Plate Division and to provide required information to prospective

purchasers.

B. Within twenty (20) calendar days of the filing of the Complaint

in this matter, Alcoa shall deliver to plaintiff an affidavit which

describes in detail all actions Alcoa has taken and all steps Alcoa has

implemented on an on-going basis to preserve the Alcoa Cast Plate

Division pursuant to Section VIII of this Final Judgment and the Hold

Separate Stipulation and Order entered by the Court. The affidavit also

shall describe, but not be limited to, Alcoa's efforts to maintain and

operate the Alcoa Cast Plate Division as an active competitor, maintain

the management, staffing, research and development activities, sales,

marketing, and pricing of the Alcoa Cast Plate Division, and maintain

the Vernon facility in operable condition at current capacity

configurations. Alcoa shall deliver to plaintiff an affidavit

describing any changes to the efforts and actions outlined in Alcoa's

earlier affidavits(s) filed pursuant to Section VII(B) within fifteen

(15) calendar days after the change is implemented.

C. Until one year after such divestiture has been completed, Alcoa

shall preserve all records of all efforts made to preserve the business

to be divested and effect the divestiture.

VIII

Hold Separate Order

Until the divestitures required by the Final Judgment have been

accomplished, Alcoa shall take all steps necessary to comply with the

Hold Separate Stipulation and Order entered by this Court. Defendants

shall take no action that would jeopardize the divestiture of the Alcoa

Cast Plate Division.

IX

Financing

Alcoa is ordered and directed not to finance all or any part of any

purchase by an acquirer made pursuant to Sections IV or V of this Final

Judgment.

X

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 Department

of Justice, upon written request of the Attorney General or the

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

reasonable notice to defendants made to their principal offices, 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 the Hold Separate Stipulation and Order; and

2. Subject to the reasonable convenience of defendants and without

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

on the record, their officers, employees, and agents, 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 at their principal offices, defendants shall submit such

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

matters contained in this Final Judgment and the Hold Separate

Stipulation and Order.

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

in Sections VII or X of this Final Judgment shall be divulged by a

representative of the United States to any person other than a duly

authorized representative of the Executive Branch of the United 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 materials in any such information or documents for

[[Page 35952]]

which a claim of protection may be asserted under Rule 26(c)(7) of the

Federal Rules of Civil Procedures, and defendants 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 plaintiff

shall give ten (10 days notice to defendants prior to divulging such

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

which defendants are not a party.

CI

Retention of Jurisdiction

Jurisidiction 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.

XII

Termination

Unless this Court grants an extension, this Final Judgment will

expire on the tenth anniversary of the date of its entry.

XIII

Public Interest

Entry of this Final Judgment is in the public interest.

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

Court approval subject to procedures of Antitrust Procedures and

Penalties Act, 15 U.S.C. 16

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

United States District Judge

Competitive Impact Statement

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

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

this Competitive Impact Statement relating to the proposed Final

Judgment submitted for entry in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

On June 15, 1998, the United States filed a civil antitrust

Complaint alleging that the proposed acquisition by Aluminum Company of

America (``Alcoa'') of the aluminum cast plate (``cast plate'')

manufacturing business of Alumax Inc. (``Alumax'') would violate

Section 7 of the Clayton Act, 15 U.S.C. 18. The Complaint alleges that

Alcoa and Alumax are the two largest producers of aluminum cast plate

in the world, and are each other's most significant competitor. They

compete vigorously to lower the costs of producing and selling the best

quality cast plate at the lowest prices, and to provide the best

technological, marketing, and customer support services. There is only

one other producer, Alpase, and it is much smaller and not nearly as

significant. Alcoa and Alumax have proposed a transaction that will

leave the already highly concentrated aluminum cast plate business with

one overwhelmingly dominant firm--Alcoa--owning almost 90% of the cast

plate manufacturing business in the world. Worldwide sales of cast

plate in 1997 were $73,884,000.

The prayer 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 Alcoa from acquiring Alumax.

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

proposed settlement that would permit Alcoa to complete its acquisition

of Alumax, but require a divestiture that will preserve competition in

the relevant market. This settlement consists of a Stipulation and

Order, Hold Separate Stipulation and Order, and a proposed Final

Judgment.

The proposed Final Judgment orders Alcoa to divest, within one

hundred and eighty (180) calendar days after the filing of the

Complaint in this matter, or five (5) days after notice of the entry of

the Final Judgment by the Court, whichever is later the Alcoa Cast

Plate Division (as defined in the Final Judgment) to an acquirer

acceptable to the Antitrust Division of the Department of Justice

(``DOJ''). ``Alcoa Cast Plate Division'' means all assets included

within the cast plate operation of Alcoa's Aerospace and Commercial

Rolled Products Division, including all tangible and intangible assets,

and all research data concerning historic and current research and

development efforts relating to the cast plate operation.

Until such divestiture is completed, the terms of the Hold Separate

Stipulation and Order entered into by the parties apply to ensure that

the Alcoa Cast Plate Division shall be maintained as an independent

competitor from Alcoa.

The plaintiff and defendants 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 Defendants and the Proposed Transaction

Alcoa is a Pennsylvania corporation, with its principal offices

located in Pittsburgh, Pennsylvania. Alcoa is the world's largest

integrated aluminum company, engaging in all phases of the aluminum

business--from the mining and processing of bauxite to the production

of primary aluminum and fabrication of products. In 1997, Alcoa had

revenues of over $13 billion. Alcoa produces cast plate at a facility

located in Vernon, California. Alcoa's 1997 sales of cast plate in the

United States were $17,871,528.

Alumax is a Delaware corporation, headquartered in Atlanta,

Georgia. In 1997, Alumax reported total sales of about $3 billion. Its

Mill Products Division produces cast plate, among other products, in

Lancaster, Pennsylvania. Alumax's sales of cast plate in the United

States were $38,991,628.

On March 8, 1998, Alcoa and Alumax entered into an agreement under

which Alcoa would acquire Alumax. This transaction, which would

increase concentration in the already highly concentrated cast plate

market, precipitated the government's suit.

B. Cast Plate Market

Cast plate is a flat aluminum product, ranging from eight to twelve

feet long, three to five feet wide and anywhere from one-quarter inch

to thirty inches thick. Cast plate is produced by pouring molten

aluminum onto a conveyor belt in a shape slightly thicker than what it

ultimately desired. After cooling, the shape is milled to achieve its

final thickness and shape. Cast plate has metallurgic characteristics

that make it uniquely suited for certain applications. The casting

process, which involves little or no pressing of the plate, produces

aluminum that is free from stresses that can cause warping. The

resulting cast metal shape is stable enough for applications that

required precise dimensions and flatness, such as jigs, fixtures, and

numerous tooling, mold, machinery and equipment applications. Cast

plate is used to make machinery and equipment that manufactures end

products with extremely narrow tolerances. Cast plate must be stress-

free, stable, and flat, because stress-induced warping, instability,

and unevenness would cause movement in the machinery and

[[Page 35953]]

equipment made of cast plate, which in turn would cause the end

products manufactured on that machinery and equipment to be out of

tolerance.

Other products are not realistic substitutes for cast plate to

which customers could switch in the event of a small, but significant

and non-transitory price increase. Rolled tooling plate is not a

substitute because the rolled metal shape can warp. Furthermore, it is

not possible to produce rolled plate as thick as cast plate can be

made. Depending on the thickness of the shape, rolled plate can also be

significantly more expensive than cast plate.

Alcoa and Alumax are the two strongest and most significant

producers of cast plate in the world, representing almost 90% of 1997

sales. Alpease, the third competitor, is not as significant as either

Alcoa or Alumax. Aggressive competition by Alcoa and Alumax has given

customers lower prices and improved quality for cast plate products.

Successful entry into the manufacture and sale of cast plate is

difficult, time-consuming and costly. To build an efficient cast plate

facility would cost in excess of $25 million, and would require as long

as four years from the time of site selection to production of

commercial quantities of cast plate. A new entrant into the cast plate

business must submit its product to customers for qualification before

the entrant will be accepted as a supplier. A new entrant must

establish a reputation for good quality product and for reliability in

fulfilling customer orders. There are no other domestic or foreign

firms whose entry or expansion would be likely, timely, or sufficient

to thwart an anticompetitive price increase.

C. Harm to Competition as a Consequence of the Acquisition

The proposed acquisition would likely lessen competition in the

manufacture and sale of cast plate. If Alcoa acquired the cast plate

business of Alumax, it would control almost 90% of the cast plate

business in the world and likely would increase prices, reduce quality,

and decrease production of cast plate. Entry by a new company would not

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

The Compliant alleges that the transaction would likely have the

following effects, among others; actual and potential competition

between Alcoa and Alumax in the cast plate market will be eliminated;

competition generally in the sale and manufacture of cast plate

worldwide would be lessened substantially; and prices for cast plate

would increase.

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 Alumax by

Alcoa.

The proposed Final Judgment provides that Alcoa must divest, within

on hundred and eighty (180) calendar days after the filing of the

Complaint in this matter, or five (5) days after notice of the entry of

the Final Judgment by the Court, whichever is later, the Alcoa Cast

Plate Division to an acquirer acceptable to the DOJ. If defendants fail

to divest the Alcoa Cast Plate Division, a trustee (selected by DOJ)

will be appointed.

The Final Judgment provides that Alcoa will pay all costs and

expenses of the trustee. After his or her appointment becomes

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

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

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

accomplished, the trustee and the parties will have the opportunity to

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.

Divestiture of the Alcoa Cast Plate Division preserves competition

because it will restore the cast plate market to a structure that

existed prior to the acquisition and will preserve the existence of a

independent competitor. Divestiture will keep at least three producers

of cast plate in the market, which will preserve and encourage ongoing

competition in the production and sale of cast plate.

IV. Remedies Available to Potential Private Litigants

Seciton 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 time

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 defendants.

V. Procedures Available for Modification of the Proposed Final

Judgment

The United States and 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 days preceding the

effective date of the proposed Final Judgment within which any person

may submit to the United States written comment regarding the proposed

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

sixty days of the date of the dated 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 to the United States will be filed

with the Court and published in the Federal Register.

Written comments should be submitted to: Roger W. Fones, Chief,

Transportation, Energy and Agriculture Section, Antitrust Division,

United States Department of Justice, 325 Seventh Street, NW., Suite

500, Washington, DC 20004.

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 defendants Alcoa and

Alumax.

The United States is satisfied that the divestiture of the

described assets specified in the proposed Final Judgment will

encourage viable competition in the production and sale of cast plate.

The United States is satisfied that the proposed relief will prevent

the acquisition from having anticompetitive effects in this market. The

divestiture of the Cast Plate Division will restore the cast plate

market to a structure that existed prior to the acquisition and will

preserve the existence of an independent competitor.

[[Page 35954]]

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 consideration bearing upon the

adequacy of such judgment;

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

and individuals alleging specific inquiry from the violations set forth

in the complaInt including consideration of the public benefit, if any,

to be derived from a determination of the issues at trial.

15 U.S.C. 16(e) (emphasis added). 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 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

on trial or to engage in extended proceedings which might have the

effect of vitiating the benefits of prompt and less costly settlement

through the consent decree process.''\1\ Rather

\1\ 119 Cong. Rec. 24598 (1973), See also 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. 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 response to

comments in order to determine whether those explanations are

reasonable under the circumstances.

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

61,508, 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 F2d 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

[t]he balancing of competing social and political interest 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. Bethtel, 648 F.2d at 666 (internal

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); Gillette, 406 F. Supp. at 716.

See also United States v. American Cyanamid Co., 719 F.2d 558, 565

(2d Cir. 1983).

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

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

certainly 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 its falls short of the remedy the court would

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

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

omitted).''\3\

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

\3\ United States v. American Tel. & 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 Gillette, 406 F. Supp, at 716; United

States v. Alcan Aluminum, Ltd., 605 F. Supp, 619, 622 (W.D. Ky.

1985).

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

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.

For Plaintiff United States of America:

Date: June 18, 1998.

Respectfully submitted,

Nina B. Hale,

Washington Bar # 18776,

Andrew K. Rosa,

Hawaii Bar # 6366,

Michele Cano,

Jade Alice Eaton.

Trial Attorneys,

U.S. Department of Justice,

Antitrust Division,

325 Seventh Street, NW,

Suite 500,

Washington, DC 20004,

202-307-0892,

202-307-2441 (Facsimile).

Certificate of Service

I hereby certify that I have caused a copy of the foregoing

Competitive Impact Statement to be served on counsel for defendants in

this matter in the manner and on the date set forth below:

By the first class mail, postage prepaid:

D. Stuart Meiklejohn,

Sullivan & Cromwell,

125 Broad Street, 28th Floor,

New York, NY 10004.

David I. Gelfand, Cleary, Gottlieb, Steen & Hamilton,

2000 Pennsylvania Avenue, NW., Washington, DC 20006.

Dated: June 18, 1998.

Andrew K. Rosa,

Antitrust Division, U.S. Department of Justice, 325 Seventh Street, NW,

Suite 500, Washington, D.C. 20530, (202) 307-0886, (202) 616-2441

(Fax).

[FR Doc. 98-17504 Filed 6-30-98; 8:45 am]

BILLING CODE 4410-11-M