[Federal Register Volume 60, Number 174 (Friday, September 8, 1995)]
[Notices]
[Pages 46861-46870]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-22266]
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DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Computer Associates International, Inc. and
Legent Corporation; Proposed Final Judgment and Competitive Impact
Statement
Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment and
Competitive Impact Statement have been filed with the United States
District Court for the District of Columbia in a civil antitrust case,
United States v. Computer Associates International, Inc. and Legent
Corporation, Civil No. 95 CV 1398.
On July 28, 1995, the United States filed a Complaint seeking to
enjoin a transaction by which Computer Associates agreed to acquire
Legent. Computer Associates is the world's largest independent vendor
of computer software for mainframe computers and a leading producer of
mainframe computer systems management software. Legent is CA's major
competitor in the mainframe computer systems management software
business. The Complaint alleged that the proposed acquisition would
substantially lessen competition in the sale of VSE tape management
software, VSE disk management software, VSE security software, VSE job
scheduling software, VSE automated operations software, and cross-
platform systems management software in violation of Section 7 of the
Clayton Act, 15 U.S.C. 18.
With respect to the five VSE markets, the proposed Final Judgment
requires Computer Associates to license Legent's VSE products to a
person determined by the United States to have the capabilities and
resources needed to use the licenses as a viable and effective
competitor. If CA is unable to identify a viable licensee that is
satisfactory to the Department of Justice, the Court may appoint a
trustee to carry out the licensing. With respect to the cross-platform
systems management software market, the proposed Final Judgment forbids
CA for five years from taking any action to restrict any other person's
access to Peer Logic's key cross-platform systems management
technology, called ``PIPES.'' A Competitive Impact Statement filed by
the United States describes the Complaint, the proposed Final Judgment,
and remedies available to private litigants.
The public is invited to comment to the Justice Department and to
the Court. Comments should be addressed to John F. Greaney, Chief,
Computers and Finance Section, U.S. Department of Justice, Antitrust
Division, 555 4th Street, NW., Room 9901, Washington, DC 20001
(telephone: 202/307-6200). Comments must be received within sixty days.
Copies of the Complaint, proposed Final Judgment, and Competitive
Impact Statement are available for inspection in Room 207 of the U.S.
Department of Justice, Antitrust Division, 325 7th Street NW.,
Washington, DC 20530 (telephone: 202/514-2481), and at the Office of
the Clerk of the United States District Court for the District of
Columbia, 333 Constitution Avenue NW., Washington, DC 20001. Copies of
these materials may be obtained upon request and payment of a copying
fee.
Constance K. Robinson,
Director of Operations.
In the matter of: United States of America, Plaintiff, v.
Computer Associates, International, Inc., and Legent Corporation,
Defendants. Civil Action No. 1:95CV01398. Filed: July 28, 1995.
Stipulation
It is stipulated by and between the undersigned parties, by their
respective attorneys, that:
1. The Court has jurisdiction over the subject matter of this
action and over each of the parties hereto, and venue of this action is
proper in the District of Columbia.
2. The parties consent that a Final Judgment in the form hereto
attached may be filed and entered by the Court, upon the motion of any
party or upon the Court's own motion, at any time after compliance with
the requirements of the Antitrust Procedures and Penalties Act (15
U.S.C. 16), and without further notice to any party or other
proceedings, provided that plaintiff has not withdrawn its consent,
which it may do at any time before the entry of the proposed Final
Judgment by serving notice thereof on the defendants and by filing that
notice with the Court.
3. The defendants shall abide by and comply with the provisions of
the proposed Final Judgment pending entry of the Final Judgment, and
shall, from the date of the filing of this Stipulation, comply with all
the terms and provisions thereof as though the same were in full force
and effect as an order of the Court.
4. In the vent plaintiff withdraws its consent or if the proposed
Final Judgment is not entered pursuant to this Stipulation, this
Stipulation shall be of no effect whatever, and the making of this
Stipulation shall be without prejudice to any party in this or any
other proceeding.
Dated: July 27, 1995.
For Plaintiff United States of America.
Joel I. Klein,
Acting Assistant Attorney General.
Lawrence R. Fullerton,
Acting Deputy Assistant Attorney General.
Charles Biggio,
Senior Counsel for Merger Enforcement.
Constance K. Robinson,
Director of Operations.
John F. Greaney,
Chief, Computers and Finance Section.
N. Scott Sacks,
Assistant Chief, Computers and Finance Section.
Kenneth W. Gaul, Weeun Wang, Gilad Y. Ohana, Steven R. Beck, Minaksi
Bhatt,
Attorneys, U.S. Department of Justice.
For Defendant Computer Associates International, Inc.
Richard L. Rosen.
For Defendant Legent Corporation.
Randolph H. Elkins.
So Ordered.
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United States District Judge
Disclosure Pursuant to Rule 108(k)
Pursuant to Rule 108(k) of the Local Rules of this Court, the
following is a list of all individuals entitled to be notified of the
entry of the foregoing Stipulation and of the entry of the proposed
Final Judgment:
Richard L. Rosen, Esq., Arnold & Porter, 555 Twelfth St., N.W.,
Washington, D.C. 20004-1202
Counsel for Defendant Computer Associates International, Inc.
Michael H. Byowitz, Esq., Wachtell, Lipton, Rosen & Katz, 51 West 52nd
St., New York, NY 10019-6150
Counsel for Defendant Legent Corporation
[[Page 46862]]
Kenneth W. Gaul, Esquire, Attorney, Computers & Finance Section,
Antitrust Division, U.S. Department of Justice, 555 4th St., N.W.,
Washington, D.C. 20001
Counsel for Plaintiff the United States
Final Judgment
In the matter of: United States of America, Plaintiff, v.
Computer Associates International, Inc., and Legent Corporation,
Defendants. Civil Action No. 1:95CV01398. Filed: July 28, 1995.
Whereas, Plaintiff, United States of America, having filed its
Complaint herein on July 28, 1995, and Plaintiff and Defendants, by
their respective attorneys, having consented to the entry of this Final
Judgment without trial or adjudication of any issue of fact or law, and
without this Final Judgment constituting any evidence against or an
admission by any party with respect to any issue of fact or law;
And Whereas, Defendants having agreed to be bound by the provisions
of this Final Judgment pending its approval by the Court;
And Whereas, the essence of this Final Judgment being prompt and
certain remedial action to ensure that, after the acquisition referred
to herein, competition is not substantially lessened in certain product
markets for enumerated types of mainframe systems management software;
And Whereas, Defendants having represented to Plaintiff that the
licensing and customer election procedures required below can and will
be accomplished and that Defendants will later raise no claims of
hardship or difficulty as grounds for asking the Court to modify any of
the licensing and customer election provisions contained below;
Now, Therefore, before the taking of any testimony, and without
trial or adjudication of any issue of fact or law herein, and upon
consent of the parties hereto, it is hereby ordered, adjudged, and
decreed as follows:
I. Jurisdiction
This Court has jurisdiction over each of the parties hereto and the
subject matter of this action. Venue is proper in this Court. The
Complaint states a claim upon which relief may be granted against the
Defendants under Section 7 of the Clayton Act, as amended (15 U.S.C.
18).
II. Definitions
A. ``Computer Associates'' means Defendant Computer Associates
International, Inc., its successors and assigns, each subsidiary and
division thereof, and each officer, director, employee, agent and other
person acting for or on behalf of any of them.
B. ``Customer'' means a holder of any current license or
maintenance agreement for any subject software product with defendants,
regardless where the customer is located.
C. ``Customer Information'' means all information, files, and
records maintained by Defendants concerning Customers, including (i)
all customer call reports (or portions thereof covering the Subject
Software Products); (ii) all pricing information; (iii) all support and
maintenance logs; and (iv) all other information maintained by
defendants about specific Customers as concerns the Subject Software
Products.
D. ``Defendants'' means, collectively or individually as the
context requires, Computer Associates and/or Legent.
E. ``Effective Date(s)'' means the later of (i) the date of entry
by the Court of this Final Judgment; or (ii) the execution of
definitive license agreement(s) as contemplated in Part IV, below.
F. ``Legent'' means Defendant Legent Corporation, its successors
and assigns, each subsidiary and division thereof, and each officer,
director, employee, agent and other person acting for or on behalf of
any of them.
G. ``PIPES'' means the technology developed by Peer Logic, Inc.
known as PIPES, PIPES Platform, PIPES Platform Software Developers Kit,
and derivative works of any of these products, both in object code and
source code forms.
H. ``Subject Software Product'' means each of the following
computer programs presently sold by Legent: (i) EPIC/VSE (VSE tape
management and disk management); (ii) FAQS/PCS (VSE automated job
scheduling); (iii) Alert/VSE and Alert/CICS (VSE security); and (iv)
FAQS/ASO for VSE (VSE automated operations). Each Subject Software
Product shall include:
1. all source code and object code for the version or versions of
the Subject Software Product currently being sold or distributed
anywhere in the world, all existing source code and object code for all
prior versions of the Subject Software Product previously sold or
distributed anywhere in the world, and the most current iterations of
source code and object code for all versions of the Subject Software
Product under development or developed but not yet being sold or
distributed, as of the date of the license(s) entered into pursuant to
Part IV, below;
2. all optional modules, add-ons, enhancements and software
customization sold or distributed to customers for use with the Subject
Software Product;
3. all development tools, development environments, unique
programming languages, software patches and other software or
intellectual property that are or were used to develop, upgrade, and
maintain that Subject Software Product that (i) defendants have the
right to license, sub-license or assign, and (ii) that are not
generally commercially available;
4. all existing documentation developed for use with any past,
present or future version of the Subject Software Product, including
all technical or development documentation, all user documentation, and
all support documentation and support records, delivered to each
licensee in an electronic form acceptable to that licensee.
III. Applicability
A. The provisions of this Final Judgment apply to the Defendants,
their successors and assigns, their subsidiaries, affiliates,
directors, officers, managers, agents, employees, attorneys and all
other persons in active concert or participation with any of them who
shall have received actual notice of this Final Judgment by personal
service or otherwise. Defendants and each person bound by this Final
Judgment shall cooperate in ensuring that the provisions of this Final
Judgment are carried out.
B. Defendants shall require, as a condition of the licensing
required herein, that the licensee(s) agree to be bound by the
provisions of this Final Judgment that apply to such licensee(s).
IV. Licensing
A. Bidding Procedures
Defendants are hereby ordered and directed to grant a nonexclusive,
worldwide, irrevocable license for each Subject Software Product, on
the terms and in the manner hereinafter stated:
1. Defendants shall, within seven (7) days after execution of the
stipulation in this action, retain an independent investment banker to
identify and solicit bidders, and to evaluate bids, for each Subject
Software Product. The identity of and terms of retention of said
investment banker shall be subject to the approval of the Plaintiff,
and said investment banker shall be charged with faithfully carrying
out the terms of this Final Judgment. In the event that Plaintiff does
not approve the investment banker proposed by Defendants, Defendants
shall within three (3) days, submit to Plaintiff six (6) alternate
investment bankers, with the terms of the proposed retention stated for
each. Plaintiff shall have the right to
[[Page 46863]]
select from among these six (6) alternatives.
2. The investment banker shall serve at the cost and expense of
Defendants, and shall receive compensation based on a fee arrangement
providing an additional incentive based solely on the price and terms
of the license and the speed with which it is accomplished.
3. The investment banker shall have discretion to solicit bids for
license of the Subject Software Products and to otherwise make known,
by usual and customary means, the availability for license of the
Subject Software Products. Plaintiff and Defendants may provide names
of prospective licensees to the investment banker for solicitation, but
in no event shall the investment banker be limited to soliciting bids
only from persons identified by Plaintiff or Defendants.
4. The investment banker shall provide any person making an inquiry
regarding a possible bid for the Subject Software Products with a copy
of this Final Judgment, and shall coordinate the furnishing to all bona
fide prospective licensees the information and access specified in sub-
section IV.A.5, below. The investment banker shall have discretion to
establish such pre-bidding and bidding procedures, subject to the
approval of Plaintiff, as are reasonably designed to elicit acceptable
bids not later than twenty (20) days after the investment banker is
retained. The investment banker shall file weekly reports with the
parties setting forth the investment banker's efforts to accomplish
licensing of the Subject Software Products as contemplated under this
Final Judgment, including the name, address, and telephone number of
each person who, during the preceding week, made an offer to acquire,
expressed an interest in acquiring, entered into negotiations to
acquire, or was contacted or made an inquiry about acquiring, any
interest in the subject software products, and shall describe in detail
each contact with any such person during that period.
5. Defendants shall promptly furnish to all bona fide prospective
licensees, subject to customary confidentiality assurances, all
information reasonably necessary for pre-bidding due diligence
regarding the subject software products, except such information as may
be subject to the attorney-client privilege or the attorney work
product doctrine. Defendants shall provide such information to the
Plaintiff at the same time that such information is made available to
any other person. Defendants shall permit prospective licensees of each
Subject Software Product to have reasonable access to personnel and to
make such reasonable inspection of any Subject Software Product,
together with such financial, operational, or other documents and
information as may be relevant to the license required by this Final
Judgment.
6. Within seven (7) days after the close of bidding, provided for
in sub-section IV.A.3 above, the investment banker shall, in
consultation with the parties, determine the successful bidder or
bidders for each Subject Software Product. No bid may be accepted that
contains any provision requiring or permitting continuing royalty
payments to Defendants or the reporting to defendants of sales units or
revenues of the Subject Software Product by the bidder. Preference may
first be given to bids to license all subject software products, then
to license multiple Subject Software Products, then to license an
individual Subject Software Product.
7. Defendants shall make all reasonable efforts to enter into a
definitive agreement for the licensing of each Subject Software Product
to the successful bidder or bidders within fourteen (14) days after
selection by the investment banker of the successful bidder or bidders.
Plaintiff may, in its sole discretion, extend the time period for
completion of a definitive licensing agreement for an additional period
of time not to exceed thirty (30) days.
8. Unless Plaintiff otherwise consents, licensing of the Subject
Software Products shall include such assets and be accomplished in such
a way as to satisfy Plaintiff, in its sole discretion, that each
Subject Software Product can and will be used by the licensee(s) as
part of a viable, ongoing business involving the sale or license of the
Subject Software Product to customers, including a demonstration to
Plaintiff's satisfaction that (i) the license is for the purpose of
competing effectively in the selling of the Subject Software Products
to customers; (ii) the licensee has the managerial, operational,
technical and financial capability to compete effectively in the
selling of the Subject Software Products to customers; and (iii) none
of the terms of the any agreement between the licensee and Defendants
gives Defendants the ability artificially to raise the licensee's
costs, impairs the licensee's ability to innovate the Subject Software
Products, impairs the licensee's ability to support customers, or
otherwise interferes with the ability of the licensee to compete
effectively. Plaintiff may decline to approve a license of a Subject
Software Product to any person currently selling any product in the
same product market (as alleged in Plaintiff's Complaint).
9. Within one (1) business day following execution of a definitive
agreement for the licensing of any or all of the Subject Software
Products, Defendants or the trustee, whichever is then responsible for
effectuating the license, shall notify Plaintiff of the proposed
license. If the trustee is responsible, it shall similarly notify
Defendants. The notice shall set forth the details of the proposed
transaction and list the name, address, and telephone number of each
person not previously identified who offered to, or expressed an
interest in or desire to, acquire any ownership interest in any Subject
Software Product, together with full details of same. Plaintiff may, at
its sole discretion, request additional information concerning the
proposed license and the proposed licensee, which Defendants and the
proposed licensee shall promptly provide. Plaintiff shall provide
prompt written notice to Defendants and the trustee, if there is one,
stating whether or not it objects to the proposed licensee. Upon
written notice that the Plaintiff does not object to the proposed
licensee, a license proposed under this Part IV may be consummated.
B. License Rights
Any license for one or more of the Subject Software Products shall,
at minimum, convey the following:
1. the Subject Software Product, as defined herein;
2. the right of the licensee(s) to obtain comprehensive training
for its developers and support personnel from Defendants, such that the
licensee(s) will be able to maintain, develop and support the Subject
Software Product in substantially the same manner as Defendants;
3. the right of the licensee(s) to assign or sub-license
substantially all of its rights under the license(s) to another person,
or to sub-license for the purpose of creating distributorships or
agents of the licensee, provided however, that the license may, if
Defendants and the licensee(s) so agree, preclude the sub-license of
rights to any Subject Software Product on a non-exclusive basis for the
purpose of creating additional independent, competing software vendors
of a Subject Software Product;
4. for a period of 180 days after the Effective Date, the right of
the licensee(s), without interference from Defendants, to solicit, bid
for and hire any of Defendants' employees, agents or contractors whose
job duties as of the date of the filing by the parties of this Final
Judgment relate, in whole or in part, directly to the development of
technical support of the subject software
[[Page 46864]]
products (hereinafter, the ``Subject Software Product Employees''). To
effectuate this right, Defendants shall provide to the licensee(s): (i)
the name, address, telephone number, job description, and current
compensation of each Subject Software Product Employee; (ii) the right
to contact and recruit any or all such persons regarding possible
employment; (iii) releases by defendants from any non-compete covenants
applicable to any Subject Software Product Employee; and (iv) releases
by Defendants from any right under federal, state or other applicable
law to claim misappropriation of intellectual property or trade
secrets, insofar as such intellectual property or trade secrets relate
to the development or support of the Subject Software Products;
5. the right of the licensee to obtain the employment files and
records of the Subject Software Product Employees, pursuant to the
following procedure: (i) All such employment files and records (or
copies thereof), as well as the names, addresses, and telephone numbers
of such persons, shall be provided by the Defendants to the investment
banker, within five (5) days after the retention of the investment
banker; (ii) the investment banker shall contact each Subject Software
Product Employee and notify such person, in a form approved in advance
by Plaintiff (a) of that person's right to authorize the investment
banker or trustee to release that person's employment file or record to
any licensee; (b) of the manner in which that person shall provide
notice to the investment banker or trustee of its authorization (such
as a telephone number that Employee should call); (c) that Defendants
will not learn from the investment banker or trustee of the person's
authorization to release his or her employment file or record to the
licensee; and (d) of the time period in which the person must
communicate his or her authorization to the investment banker or
trustee; (iii) if a person chooses to authorize the release of his or
her employment file or record, the investment banker or trustee shall
promptly provide to the licensee(s) that person's employment file or
record; and (iv) the investment banker or trustee shall not disclose to
Defendants the identity of any person that has chosen to authorize the
release of his or her employment file to a licensee(s);
6. for all Customers who elect to transfer their customer
relationship for any Subject Software Product to the licensee pursuant
to section V, blow: (a) full and complete assignment of all licenses
and maintenance contracts for the Subject Software Products so
transferred, and (b) full and complete transfer of all Customer
Information covering the Subject Software Products so transferred,
provided however that Defendants may retain Customer Information, but
no Customer Information retained by Defendants shall be used for
purposes of selling or marketing any Subject Software Product to any
Customer who elects, pursuant to Part V herein, to transfer its
business relationship to the licensee(s) for any Subject Software
Product.
7. for a period of not less than one year after the Effective Date,
full and prompt disclosure of all technical updates and problem
resolution protocols for the Subject Software Products;
8. for a period of not less than one year after the Effective Date,
reasonable (post-license) access during normal business hours to senior
members of Defendants' development and support teams for the Subject
Software Products to answer questions and provide problem resolution
and advice relating to customer support;
9. for a period of not less than one year after the Effective Date,
the right of the licensee to refer to the trademarks or trade names of
the Subject Software Product for the purpose of representing to
Customers and prospective customers that the Subject Software Product
was developed by and licensed from Defendants. This subparagraph,
however, shall not be construed to grant the licensee any right to
market the Subject Software Product under the Defendants' trademarks or
trade names.
C. Appointment of Trustee
1. If Defendants have not executed a definitive license or licenses
to transfer all Subject Software Products as required by section IV.A,
above, within the time specified therein (including any extension
granted by Plaintiff pursuant to subsection IV.A.7, above), Defendants
shall immediately notify Plaintiff of that fact in writing. Within five
(5) calendar days of that date, Plaintiff shall provide Defendants with
written notice of the names and qualifications of not more than two (2)
nominees for the position of trustee for the required licensing.
Defendants shall notify Plaintiff within five (5) calendar days
thereafter whether either or both of such nominees are acceptable. If
either or both of such nominees are acceptable to Defendants, Plaintiff
shall notify the Court of the person upon whom the parties have agreed
and the Court shall appoint that person as the trustee. If neither
nominee is acceptable to Defendants, they shall furnish to Plaintiff,
at the time of Defendant's notification to Plaintiff, written notice of
the names and qualifications of not more than two (2) nominees for the
position of trustee for the required license. If either or both of such
nominees are acceptable to Plaintiff, Plaintiff shall notify the Court
of the person upon whom the parties have agreed and the Court shall
appoint that person as the trustee. If neither nominee is acceptable to
Plaintiff, Plaintiff shall furnish the Court the names and
qualifications of its and Defendants' proposed nominees. The Court may
hear the parties as to the nominees' qualifications and shall appoint
one of the nominees as the trustee.
2. After the trustee's appointment has become effective, only the
trustee shall have the right to license the Subject Software Products.
The purpose of the trust shall be to create a viable, ongoing business
which can compete effectively in the selling of the Subject Software
Products. The trustee shall have the power and authority to execute a
license or licenses to a person(s) acceptable to Plaintiff at such
price and on such terms as are then obtainable upon the best reasonable
effort by the trustee, subject to the provisions of sections IV.A and
IV.B of this Final Judgment, and shall have such other powers as this
Court shall deem appropriate to perform those functions. Defendants
shall not object to the licensing of the Subject Software Products by
the trustee on any grounds other than the trustee's malfeasance. Any
such objection by Defendants must be conveyed in writing to Plaintiff
and the trustee within five (5) calendar days after the trustee has
notified Defendants of the proposed licensing.
3. The trustee shall serve at the cost and expense of Defendants,
shall receive compensation based on a fee arrangement providing an
incentive based on the price and terms of the license(s) and the speed
with which it is accomplished, and shall serve on such other terms and
conditions as the court may prescribe; provided however, that the
trustee shall receive no compensation, nor incur any costs or expenses,
prior to the effective date of its appointment. The trustee shall
account for all monies derived. After approval by the Court of the
trustee's accounting, including fees for its services, all remaining
monies shall be paid to Defendants and the trust shall then be
terminated.
4. Defendants shall take no action to interfere with or impede the
trustee's accomplishment of the licensing of the Subject Software
Products and shall use their best efforts to assist the trustee in
accomplishing the required license(s). The trustee shall have such full
and
[[Page 46865]]
complete access to the personnel, books, records, and facilities of
Defendants' overall businesses as is reasonably necessary to carry out
its responsibilities, and Defendants shall develop such financial or
other information the trustee deems reasonably necessary to the
licensing of the Subject Software Products. The trustee shall have full
and complete access to the books and records of the investment banker
retained pursuant to Section IV.A, above, relating to the investment
banker's (i) attempts to obtain licensing of the Subject Software
Products; and (ii) collection of employee files and records and
authorizations to release such files and records to licensee(s).
5. After its appointment becomes effective, the trustee shall file
weekly reports with the parties and the Court setting forth the
trustee's efforts to accomplish licensing of the Subject Software
Products as contemplated under this Final Judgment; provided however,
that to the extent such reports contain information that the trustee
deems confidential, such reports shall not be filed in the public
docket of the Court. Such reports shall include the name, address, and
telephone number of each person who, during the preceding week, made an
offer to acquire, expressed an interest in acquiring, entered into
negotiations to acquire, or was contacted or made an inquiry about
acquiring, any interest in the Subject Software Products, and shall
describe in detail each contact with any such person during that
period. The trustee shall maintain full records of all efforts made to
license the Subject Software Products.
6. Within ninety (90) days after its appointment has become
effective, if the trustee has not accomplished the license(s) required
to effectuate this Final Judgment, the trustee shall promptly file with
the parties and the Court a report setting forth (i) the trustee's
efforts to accomplish the required licensing, (ii) the reasons, in the
trustee's judgment, why the required license(s) have not been
accomplished, and (iii) the trustee's recommendations; provided
however, that to the extent such reports contain information that the
trustee deems confidential, such reports shall not be filed in the
public docket of the Court. The parties shall each have the right to be
heard and to make additional recommendations consistent with the
purpose of the trust. The Court shall thereafter enter such orders as
it shall deem appropriate in order to carry out the purpose of the
trust, which shall, if necessary, include disposing of any or all
assets of the Subject Software Product businesses, including Customer
contracts and/or software assets, to such buyers as the Court deems
appropriate, or extending the trust and the term of the trustee's
appointment.
V. Customer Election
Defendants are hereby ordered and directed to take all measures
necessary to effectuate the orderly and fair election and, where
applicable, orderly transfer of all customer relationships concerning
each Subject Software Product to the licensee of such Subject Software
Product in the manner hereinafter stated.
A. Immediately upon execution of a definitive agreement to license
any Subject Software Product, all provisions of any customer license or
maintenance contract concerning such Subject Software Product that
directly or indirectly restrict the Customer's ability to transfer its
license or maintenance agreements of any Subject Software Product to
the licensee of such Subject Software Product shall be suspended until
the completion of the election and transfer process.
B. Within one (1) business day after execution of a definitive
agreement or agreements to license the Subject Software Product,
Defendants shall provide the investment banker or, if applicable, the
trustee, with a complete list of the names, addresses, telephone
numbers, and primary contact person of each Customer of each Subject
Software Product, together with all licenses or other contracts
relating to the Subject Software Products.
C. Within five (5) calendar days after execution of a definitive
agreement to license each Subject Software Product, the investment
banker or, if applicable, the trustee, shall at Defendants' expense
provide all customers with a notification of the right to elect whether
to transfer their software license and maintenance contracts for the
Subject Software Product to the licensee(s) of the Subject Software
Product, such notification to be in a form approved by Plaintiff. Such
notification shall include a copy of this Final Judgment, specify the
identity of the licensee(s) of the Subject Software Products, specify
the procedures to be followed in electing to transfer software licenses
and maintenance contracts, and state an address of Plaintiff at which
to direct questions or complaints about possible violations of the
terms of this Final Judgment. Defendants and the licensee of the
Subject Software Product shall have an equal right to enclose marketing
or promotional materials with such notification, subject to Plaintiff's
advance approval of such materials.
D. Except for the marketing or promotional materials included in
the notification pursuant to the preceding subsection, Defendants and
the licensee of the Subject Software Product shall not otherwise
contact or communicate with any customer so notified regarding the
Subject Software Products or the customer's election until after the
conclusion of the election period and transfer of all customer
relationships to the licensee of each Subject Software Product, except
(i) insofar as the customer initiates such contacts; and (ii) as may be
necessary for routine technical support. In the event a customer's
license or maintenance agreement covering any Subject Software Product
shall expire or otherwise be renewable during the election period, the
terms of the previous license or contract shall be extended until the
conclusion of the election period and transfer of the customer
relationship, unless the customer affirmatively terminates the license
or contract. Defendants shall not solicit or induce customers to
terminate licensees or contracts for the purpose of negotiating
successor contracts during the election period.
E. Each Customer shall be permitted thirty (30) days after
notification in which to notify the investment banker, or, if
applicable, the trustee, of its election as to whether Defendants or
the licensee shall have the rights to their software licenses and
maintenance contracts for the Subject Software Products. Each Customer
shall be given instructions how to notify the investment banker or
trustee of its election. At the close of the thirty (30) day period,
each Customer that has not communicated its election to the investment
banker or, if applicable, the trustee shall be notified by the
investment banker or trustee that it has fifteen (15) additional days
in which to make an election and that failure to elect within that
period shall result in such Customer being allocated either to the
Defendants or to the licensee(s). Customers failing to elect by the end
of the fifteen (15) day period shall be randomly assigned to defendants
or the licensee(s) of the Subject Software Products on a pro rata
percentage equal to that of Customers who timely elected.
F. Promptly upon the close of the notification period or the
Effective Date, whichever is later, the investment banker or trustee
shall notify the parties and the licensee of the Subject Software
product of the election of each Customer, whether the Customer
affirmatively made an election or was
[[Page 46866]]
assigned at random, and provide the licensee with the information
specified in subsection V.B, above, relating to each Customer that
elected or was assigned to the licensee.
G. Within five (5) business days after receiving notification from
the investment banker or trustee identified in the previous Section,
Defendants shall transfer to the licensee of the subject software
product all Customer Information for each Customer that (i) elected to
transfer its license or maintenance agreement; or (ii) was allocated to
the licensee(s) pursuant to Section V.E, above.
H. For each Customer that elects to transfer its license or
maintenance agreement, or that is allocated to licensee(s) pursuant to
Section V.E, above, Defendants shall pay to licensee a pro rata amount
of all maintenance fees already paid by such Customer to Defendants to
the extent such fees relate to service periods after the date of such
assignment. If the maintenance fees were negotiated or calculated as
part of a multi-product bundle or package, the payment to licensee(s)
shall be calculated by apportioning the maintenance fees among the
products subject to the bundle or package in a ratio derived from the
prices of each product as stated in Defendants' standard price list or
schedule as of the date upon which the maintenance agreement became
effective.
I. Upon transfer of all Customer Information, the licensee of the
Subject Software Product, or Defendants, as the case may be, shall be
deemed to be in full privity of contract with the Customer, and any
provisions of the license or maintenance agreements that were suspended
pursuant to section V.A. above shall be reinstated for the full
remaining term of the contract.
J. Defendants shall not solicit any Customer electing to transfer
its customer relationship for any Subject Software Product to the
licensee, or that is allocated to the licensee pursuant to section V.E.
above, to breach, repudiate, or abrogate the transferred maintenance
agreement during the full remaining term of such agreement.
K. In any case where a Customer elects to transfer its customer
relationship to the licensee, or is allocated to the licensee pursuant
to section V.E. above, for a Subject Software Product covered by a
license or maintenance agreement that also covers other products, such
election shall apply only in respect of the Subject Software Product,
and the license or maintenance agreement shall otherwise remain fully
in effect; provided however that any continuing license or maintenance
obligation shall be reduced by an amount calculated by apportioning the
licensing or maintenance fees in a ratio derived from the prices of
each product as stated in Defendants' standard price list or schedule
as of the ate upon which the license or maintenance agreement became
effective.
VI. Preservation of Assets
Until the transfer of the Subject Software Products and customers
relationships required by the Final Judgment have been accomplished,
Defendants shall take all steps necessary to comply with this Final
Judgment and with the Stipulation previously executed by Defendants.
Defendants shall take no action that would jeopardize the licensing of
any Subject Software Product, shall continue to commit resources,
development and support to each Subject Software Product at a level not
materially less than that committed prior to the announcement of the
subject acquisition, and shall not otherwise jeopardize the commercial
viability of any Subject Software Product insofar as rights thereto may
be transferable to a licensee of the Subject Software Product.
VII. Cross-Platform Technology
For five years following the entry by the Court of this Final
Judgment, Defendants shall take no action, nor assert any right, to
restrict Peer Logic, Inc. or any successor or assign of Peer Logic,
Inc. from licensing PIPES to any other person, notwithstanding any
provisions of any agreement between such defendant and Peer Logic, Inc.
to the contrary.
VIII. Compliance Inspection
For the purposes of determining or securing compliance with the
Final Judgment and subject to any legally recognized privilege or
doctrine, from time to time:
A. Duly authorized representatives of the Department of Justice,
upon written request of the Attorney General or of the Assistant
Attorney General in charge of the Antitrust Division, and on reasonable
notice to Defendants made to its principal office, shall be permitted:
1. Access during office hours of Defendants to inspect and copy all
books, ledgers, accounts, correspondence, memoranda, and other records
and documents in the possession or under the control of Defendants, who
may have counsel present, relating to any matters contained in this
Final Judgment; and
2. Subject to the reasonable convenience of Defendants and without
restraint or interference from them, to interview or depose officers,
employees, and agents of defendants, who may have counsel present,
regarding any such matters.
B. Upon the written request of the Attorney General or of the
Assistant Attorney General in charge of the Antitrust Division made to
Defendants' principal office, Defendants shall submit such written
reports, under oath if requested, with respect to the matters contained
in this Final Judgment as may be requested.
C. No information or documents obtained by the means provided in
this Section shall be divulged by a representative of the Department of
Justice to any person other than a duly authorized representative of
the Executive Branch of the Untied States, except in the course of
legal proceedings to which the United States is a party (including
grand jury proceedings), or for the purpose of securing compliance with
this Final Judgment, or as otherwise required by law.
D. If at the time information or documents are furnished by
Defendants to Plaintiff, Defendants represent and identify in writing
the material in any such information or documents to which a claim of
protection may be asserted under Rule 26(c)(7) of the Federal Rules of
Civil Procedure, and Defendants mark each pertinent page of such
material, ``Subject to claim of protection under Rule 26(c)(7) of the
Federal Rules of Civil Procedure,'' then ten (10) calendar days notice
shall be given by Plaintiff to Defendants prior to divulging such
material in any legal proceeding (other than a grand jury proceeding)
to which a defendant is not a party.
IX. Retention of Jurisdiction
Jurisdiction is retained by this Court for the purpose of enabling
any of the parties to this Final Judgment to apply to this Court at any
time for such further orders and directions as may be necessary or
appropriate for the construction or carrying out of this Final
Judgment, for the modification of any of the provisions hereof, for the
enforcement of compliance herewith, and for the punishment of any
violations hereof.
X. Termination
This Final Judgment will expire on the tenth anniversary of the
date of its entry.
[[Page 46867]]
XI. Public Interest
Entry of this Final Judgment is in the public interest.
----------------------------------------------------------------------
United States District Judge
Dated:-----------------------------------------------------------------
In the matter of: United States of America, Plaintiff, v.
Computer Associates International, Incorporated, and Legent
Corporation, Defendants. Case No. 95 CV 1398 (TPJ). Filed: August
18, 1995. Received: August 18, 1995.
Competitive Impact Statement
The United States, pursuant to Section 2(b) of the Antitrust
Procedures and Penalties Act (``APPA''), 15 U.S.C. Sec. 16(b)-(h),
files this Competitive Impact Statement relating to the proposed Final
Judgment submitted for entry in this civil antitrust proceeding.
I. Nature and Purpose of the Proceeding
The United States filed a civil antitrust Complaint on July 28,
1995, alleging that the acquisition of Legent Corporation (``Legent'')
by Computer Associates International, Inc. (``CA'') would violate
Section 7 of the Clayton Act, 15 U.S.C. Sec. 18. CA and Legent are
among the world's leading suppliers of systems management software for
mainframe computers.
The Complaint alleges that the acquisition would eliminate
significant competition between CA and Legent in five markets for
systems management software used with mainframe computers that work
with the VSE operating system: VSE tape management software; VSE disk
management software; VSE security software; VSE job scheduling
software; and VSE automated operations software. In addition, the
Complaint alleges that the transaction would substantially lessen
competition in the market for ``cross-platform'' systems management
software, used in computer installations where a mainframe computer is
linked together with other types of computer ``platforms'' (such as
midrange computers or networks of workstations or personal computers).
The Complaint seeks adjudication that CA's acquisition of Legent would
violate Section 7 of the Clayton Act and preliminary and permanent
injunctive relief.
At the same time as the filing of the Complaint, the United States
filed a Stipulation and a proposed Final Judgment in settlement of the
suit. With respect to each of the five markets for VSE systems
management software products, the proposed Final Judgment requires CA
to license Legent's products to a person who can and will use the
license to compete effectively in the relevant markets. With respect to
the market for cross-platform systems management software, the proposed
Final Judgment prohibits CA from taking any action to restrict
competitors' access to an important technology, called ``PIPES,'' that
has been licensed to Legent by a third party, Peer Logic, Inc. (``Peer
Logic'').
The United States, CA, and Legent have stipulated that the proposed
Final Judgment may be entered after compliance with the APPA. Entry of
the proposed final judgment would terminate this action, except that
the Court would retain jurisdiction to construe, modify, or enforce the
provisions of the proposed Final Judgment and to punish violations
thereof.
II. Description of Events Giving Rise to the Alleged Violation
A. The Defendants and the Proposed Transaction
CA is a Delaware corporation with its principal place of business
in Islandia, New York. In its fiscal year 1994, CA reported revenues in
excess of $2.1 billion. CA produces and markets software for a variety
of computers and operating systems, including systems management
software for mainframe computers running IBM's VSE operating system.
Aside from IBM, which writes the operating system software that run
almost all mainframe computers, CA is the largest vendor of the
software for IBM and IBM-compatible mainframe computers.
Legent is a Delaware corporation with its principal place of
business in Herndon, Virginia, and sells several different types of
computer software and related services. In its fiscal year 1994,
Legent's total revenues were over $500 million. Like CA, Legent is a
leading vendor of systems management software products for mainframe
computers.
On May 25, 1995, CA announced that it had entered into a definitive
agreement with Legent to purchase all issued and outstanding shares of
Legent's common stock through a cash tender offer. This $1.75 billion
transaction forms the basis of the government's suit.
B. VSE Systems Management Software
Mainframe computers are the large and powerful computers used by
industrial, commercial, educational, and governmental enterprises for
large scale data processing applications. Mainframe computers provide
unique storage, throughput, and security features and functions that
make them superior data processing devices for large corporate and
institutional computer users throughout the world.
An operating system is software that controls the operational
resources of the computer (including the central processor unit,
memory, data storage devices, and other hardware components) and allows
``applications'' software (programs that perform user-directed tasks
requested of the computer, such as programs that maintain payroll,
inventory, sales, and other business accounts of a company) to run on
the computer. The vast majority of the world's mainframe computers run
with operating systems developed by IBM, of which one of the most
widely used is the VSE operating system.
System management software is used to help manage, control, or
enhance the performance of mainframe computers. Some systems management
functionality may be incorporated in an operating system. Separate
systems management software programs such as the products offered by CA
and Legent, however, provide additional functionality that is demanded
by mainframe users. These separate systems management programs work in
conjunction and generally must be compatible with the computer's
operating system.
CA and Legent both produce a wide range of mainframe computer
systems management software products for the VSE operating system. They
are direct competitors of each other with respect to the following VSE
systems management software products: (1) Tape management software,
which controls the computer's cataloguing, loading, formatting, and
reading of the magnetic tapes used for data storage; (2) disk
management software, which performs functions similar to that of tape
management with respect to data storage in hard disk drive
installations; (3) security management software, used to prevent
unauthorized access to computer applications and data; (4) job
scheduling software, used to direct the computer to run particular
processing operations (called ``jobs'') at particular times or
sequences; and (5) automated operations software, used to automate
message and error handling and other operations at the computer system
console.
Each of the above described VSE systems management software
products perform distinct functions for which no reasonable substitute
products exist. As to each of the VSE products, even a substantial
price increase would not cause their purchasers to begin substituting
any other products. Each of the VSE products, therefore, constitutes
[[Page 46868]]
a relevant product market in which to assess the competitive effects of
CA's acquisition of Legent.
C. Cross-Platform Systems Management Software
``Cross-platform'' refers to different types of computer processor
designs or architectures. In addition to mainframe computers, other
``platforms'' are midrange computers, workstations, and PCs, all of
which can, in varying degrees, be linked together into integrated
multi-platform networks. These networks are also referred to as
``distributed'' computer systems. The integration of mainframe
computers into distributed multi-platform systems is a relatively
recent development, but is of increasing importance to modern computer
installations.
CA and Legent have developed cross-platform systems management
software products that allow different platforms that make up a multi-
platform network of computers to be efficiently managed from a single
point in the network. Customers that require cross-platform systems
management products would not turn to other means of systems management
in response to a significant increase in prices of such cross-platform
systems management software. Cross-platform systems management software
therefore constitutes a relevant product market in which to assess the
competitive effects of CA's acquisition of Legent.
D. Competition Between CA and Legent
CA and Legent compete against each other for sales of VSE and
cross-platform systems management software throughout the United
States. They compete with respect to both license royalties they charge
users of systems management products, and the flexibility of the
license terms they offer. Both firms market their products under
licenses that require royalty payments for the right to use the product
and payments for maintenance of and upgrades to the products.
Moreover, CA and Legent compete in providing product support and
service to their customers. Due to the ``mission critical'' nature of
the work done with mainframe computers, users highly value the speed
and effectiveness of a vendor's installation, maintenance, and
technical support of systems management products. CA and Legent also
compete to improve, upgrade, and enhance their systems management
products, both in terms of developing products of greater performance
or functionality and in terms of products that are easier to install,
use, and maintain.
E. Anticompetitive Consequences of the Acquisition
The Complaint alleges that CA's acquisition of Legent would
substantially lessen competition and create (or facilitate CA's
exercise of) market power in each of the relevant systems management
software markets. Each of the relevant markets already is highly
concentrated, and the acquisition would substantially increase
concentration. In the VSE tape management, VSE disk management, and VSE
security markets, CA's acquisition of Legent would make CA the sole
supplier. In the VSE job scheduling and VSE automated operations
markets, the acquisition would allow CA dominate with post-acquisition
market shares of 71 percent and 88 percent respectively. In the cross-
platform systems management market, the acquisition would eliminate
substantial competition because CA and Legent currently are two of only
a few competitors that have to date developed and commercialized the
technology necessary to integrate mainframe computers into distributed
computing systems.
The Complaint alleges that in each of the relevant markets, the
reduction or elimination of competition from CA's acquisition would
likely lead to higher prices and lower levels of product quality,
service and support, and product innovations and development. The
Complaint further alleges that the competitive harm resulting from the
proposed acquisition is not likely to be mitigated by possibilities of
new entry. For any of the relevant markets, entry would entail
expenditures of substantial costs and time for the development of a
competitive product that would be acceptable to mainframe customers.
Such entry would not be timely, likely, or sufficient in scale to
counteract or deter a price increase or a reduction in service or
product quality in any of the relevant markets.
III. Explanation of the Proposed Final Judgment
The proposed Final Judgment would preserve competition in each of
the relevant systems management software markets in which CA's
acquisition of Legent would be anticompetitive. As to each of the five
VSE markets, the proposed Final Judgment requires CA to license
Legent's products to a person determined by the United States to have
the capabilities and resources needed to use the licenses as a viable
and effective competitor.
Under the proposed Final Judgment, each of the VSE product licenses
will be worldwide and perpetual in scope, granting the licensee full
rights and capabilities to produce, market, and support the products,
as well as to develop and market new product versions. The proposed
Final Judgment provides that licensee with product development and
support assistance and expertise--including the right to recruit Legent
development and support personnel--that may be needed to compete
effectively.
The proposed Final Judgment establishes procedures enabling current
Legent customers to choose whether to purchase future support,
maintenance and upgrades of the relevant systems management software
products from CA or the licensee, without regard to the customers'
current contracts with Legent. Five days after a license is finalized,
Legent customers will be notified and given up to 45 days to elect to
be supplied by CA or by the licensee. Customers who do not make an
election will be assigned to CA or to the licensee on a pro rata basis
in the same proportion as the customers who did make elections. The
proposed Final Judgment provides that the new supplier will have all
customer files, service and support records, and other documentation
necessary for the new supplier to effectively serve the needs of the
customers who elect to be supplied by the licensee.
If CA, with the assistance of an investment banker, is unable to
identify a viable licensee that is satisfactory to the Department of
Justice, the Court may appoint a trustee to attempt to carry out the
licensing. In the event that the licensing provisions of the proposed
Final Judgment do not result in the selection and establishment of a
viable and effective competitor in a relevant VSE market, the Judgment
requires CA to dispose of additional assets, including the complete
divestiture of the products and transfer of Legent customer contracts,
to accomplish the goal of establishing a viable and effective
competitor.
With respect to the cross-platform systems management software
market, the proposed Final Judgment forbids CA for five years from
taking any action to restrict any other person's access to a key cross-
platform systems management technology. This technology, called
``PIPES'' and developed by Peer Logic, consists of communication
software technology that, among other things, allows the different
operating systems in a cross-platform environment to interact with each
other.
Peer Logic has licensed PIPES to Legent, for use with or
incorporation into Legent Products. With its
[[Page 46869]]
acquisition of Legent, and depending on the interpretation of
contractual relationships between Legent and Peer Logic, CA may succeed
to Legent's rights to use PIPES. By prohibiting CA from potentially
interfering with Peer Logic's licensing of PIPES to others, the
proposed Final Judgment makes PIPES available to others who would use
the technology in competing in the market for cross-platform systems
management software.
The relief sought in the markets of concern in the Complaint has
been tailored to maintain the level of competition that existed in
those markets prior to the acquisition. With respect to the VSE systems
management products, the proposed Final Judgment will establish a firm
or firms that will offer consumers proven products and competent
support. With respect to cross-platform systems management products,
the proposed Final Judgment maintains the availability to third parties
of technology that is useful in the development of cross-platform
systems management solutions, thereby facilitating the more rapid
development of competing products by other firms.
IV. Remedies Available to Potential Private Litigants
Section 4 of the Clayton Act (15 U.S.C. 15) provides that any
person who has been injured as a result of conduct prohibited by the
antitrust laws may bring suit in federal court to recover three times
the damages the person has suffered, as well as costs and reasonable
attorneys' fees. Entry of the proposed Final Judgment will neither
impair nor assist the bringing of any private antitrust damage action.
Under the provisions of Section 5(a) of the Clayton Act (15 U.S.C.
16(a)), the proposed Final Judgment has no prima facie effect in any
subsequent private lawsuit that may be brought against defendants.
V. Procedures Available for Modification of the Proposed Final Judgment
The United States and the defendants have stipulated that the
proposed Final Judgment may be entered by the Court after compliance
with the provisions of the APPA, provided that the United States has
not withdrawn its consent. The APPA conditions entry upon the Court's
determination that the proposed Final Judgment is in the public
interest.
The APPA provides a period of at least sixty (60) days preceding
the effective date of the proposed Final Judgment within which any
person may submit to the United States written comments regarding the
proposed Final Judgment. Any person who wishes to comment should do so
within sixty (60) days of the date of publication of this Competitive
Impact Statement in the Federal Register. The United States will
evaluate and respond to the comments. All comments will be given due
consideration by the Department of Justice, which remains free to
withdraw its consent to the proposed Final Judgment at any time prior
to entry. The comments and the response of the United States will be
filed with the Court and published in the Federal Register.
Written comments should be submitted to: John F. Greaney, Chief,
Computers & Finance Section, Antitrust Division, United States
Department of Justice, Suite 9901, 555 4th Street NW., Washington, DC
20001.
The proposed Final Judgment provides that the Court retains
jurisdiction over this action, and the parties may apply to the Court
for any order necessary or appropriate for the modification,
interpretation, or enforcement of the Final Judgment.
VI. Alternatives to the Proposed Final Judgment
The United States considered, as an alternative to the proposed
Final Judgment, a full trial on the merits of its Complaint against
defendants CA and Legent. The United States is satisfied, however, that
the licensing and other relief contained in the Final Judgment should
maintain viable and effective competition in the relevant VSE and
cross-platform systems management software markets that would otherwise
be substantially affected by the acquisition. Moreover, in the event
that Legent's five VSE products cannot be promptly licensed to a viable
competitor, the Court may order complete divestiture of the products.
Thus, the Final Judgment will achieve the same benefit to competition
that the government could have obtained through litigation, but avoids
the time, expense and uncertainty of a full trial on the merits of the
government's Complaint.
VII. Determinative Documents
One determinative document within the meaning of the APPA--a July
26, 1995 letter from Sanjay Kumar, CA's President and Chief Operating
Officer--was considered by the United States in deciding to consent to
the proposed Final Judgment. Mr. Kumar's letter clearly acknowledges
that section IV.C.6 of the proposed Final Judgment empowers the Court
to order full divestiture of Legent's five VSE products if viable
licensee(s) cannot be found. A copy of this document is attached
hereto, and will be available for public inspection.
Dated: August 18, 1995.
Respectfully submitted,
Kenneth W. Gaul,
Attorney, Antitrust Division, U.S. Department of Justice.
July 26, 1995.
By Facsimile
Honorable Anne K. Bingaman,
Assistant Attorney General, Antitrust Division, United States
Department of Justice, 10th Street & Pennsylvania Avenue NW.,
Washington, DC 20530
RE: Computer Associates International, Inc./Legent Corporation
Dear Anne: Pursuant to our conversation of this afternoon, this
letter will act as confirmation of Computer Associates'
understanding regarding the proposed Consent Decree. We hereby
acknowledge that the Decree permits the Court sufficient discretion,
if the Court so desires, to dispose of the five VSE software
products in question in the event that a suitable licensee or
licensees are not found. We understand that such disposition ordered
by the Court could include the divestiture of one or more of these
five VSE software products.
We remain confident that, with the Department's cooperation, the
license mechanism proposed in the Decree will work and satisfy all
of your requirements.
Sincerely,
Sanjay Kumar,
President and Chief Operating Officer, Computer Associates
International, Inc.
Certificate of Service
The undersigned certifies that he is a paralegal employed by the
Antitrust Division of the United States Department of Justice, and is a
person of such age and discretion to be competent to serve papers. The
undersigned further certifies that on August 13, 1995, he caused true
copies of the Competitive Impact Statement of plaintiff, United States,
and this Certificate of Service, to be served upon the persons at the
place and addresses stated below:
Counsel for Computer Associates
Richard L. Rosen, Esq., Arnold & Porter, 555 12th Street NW.,
Washington, DC 20004 (by facsimile and by hand delivery)
Counsel for Legent
Michael H. Byowitz, Esq., Wachtell, Lipton, Rosen & Katz, 51 W. 52nd
Street, New York, NY 10019 (by facsimile and by overnight courier)
[[Page 46870]]
Dated: August 18, 1995.
Joshua Holian,
Paralegal, U.S. Department of Justice, Antitrust Division, Computers &
Finance Section.
[FR Doc. 95-22266 Filed 9-7-95; 8:45 am]
BILLING CODE 4410-01-M
