[Federal Register Volume 63, Number 126 (Wednesday, July 1, 1998)]
[Notices]
[Pages 35946-35954]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-17504]
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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.
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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.
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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
