Bureau of Competition 


American Bar Assoeiatioa 


Aatitrust Section 


Spring MeeBiag 2804 

Molly S. Boast Robert Pitofsky 


Acting Director Chainnan 


Bureau of Competition Federal Trade Coininission 




ABA ANTITRUST SECTION 


SPRING MEETING 


Summary of Bureau of Competition Activity 


Fiscal Year 1997 Through March 15,2001' 


I. Mergers 

A. Consent Orders 

1. * ABB (Final Order April 14, 1999): ABB divested the Analytical 

Division of Elsag Bailey Process Automation N V. to Siemens Corporation 

settling antitrust concerns that the acquisition of Elsag would substantially reduce 

competition in the market for process gas chromatographs and process mass 

spectrometers, analytical instruments used to measure the chemical composition 

of a gas or liquid used in petrochemical refiniog, pharmaceutical and chemical 

manufacturing, and pulp and paper processing. 

2. * Agrium, Znc. (Final Order November 13,2000): A consent order 

requires Agrium to divest a deepwater terminal near Portland, Oregon, an up 

water terminal in central Washington and other assets settling charges concerning 

its proposed acquisition of the nitrogen fertilizer business of Union Oil Company 

ojCalifonia. Agrium and Unocal are the leading producers in the Northwest of 

nitrogen fertilizer - anhydrous ammonia, urea and UAN 32% solution -

ingredients used for plant growth. 

3. * Albertson 's, Znc. (Final Order December 8, 1998): A consent order 

requires Albertson's to divest eight supermarkets in Montana and seven in 

Wyoming to Supexvalu Holdings, Inc. in an effort to maintain competitive pricing 

in the areas. According to the complaint, Albertson's acquisition of Buftrey Food 

and Drug Store Company would result in higher prices and reduced quality in 11 

* Denotes new cases during this period -- the fust public notice of an enforcement 

action by the Commission 

1 
communities 

4. * Albertson's, Inc. (Fimal Order December 8, 2000): The final order, 

modified after the public comment period, does not require the divestiture of a 

Lucky (American Stores Company) store in Lompoc, California to Ralph's. 

Albertson's Inc. agreed to divest 104 supermarkets and American Stores Company 

agreed to divest 40 supermarkets to settle charges that Albertson's acquisition of 

American Stores raises antitrust concerns in 57 markets in California, Nevada and 

New Mexico. The divestiture agreement is the largest retail divestiture of 

supermarkets ever required by the Commission. 

5. * American Home Products (Final Order May 16, 1997): Consent order 

settles charges that the proposed acquisition of Solvay, S.A.'s animal health 

business would reduce competition in the market for the research, development, 

manufacture and sale of canine lyme vaccine, canine corona virus vaccine, and 

feline leukemia vaccine. The order requires divestiture of Solvay's U.S. and 

Canadian rights to the three types of vaccines to the Schering-Plough Corporation 

or another Commission-approved buyer. 

6. * AmericaOnline, Inc. (Proposed Consent Agreement Accepted for 

Public Comment December 14,2000). AOL and Time Warner Inc. agreed to 

settle Commission concerns relating to their proposed merger. Under term of the 

agreement, AOL Time Warner is required to open its cable system to competitor 

internet service providers. In addition, the company is prohibited from interfering 

with content passed along the bandwidth contracted for by non-affiliated internet 

service providers, and prohibited from interfering with the ability of non-affiliated 

providers of interactive television services to interact with interactive signals that 

AOL Tie Warner agreed to cany. 

7. * Associated Octel Company Limited (Final Order December 22, 

1999): Associated Octel settled charges that its acquisition of Oboadler Company 

would eliminate direct competition and raise prices in the highly concentrated 

market for the manufacture and sale of lead antiknock compounds. Under terms 

of the order, Octel agreed to supply Oboadler's current distributor, Allchem 

Industries, Inc., with lead antiknock compounds for resale in the United States for 

15 years. 

8. * Autodesk, Znc. (Final Order June 18, 1997): Consent order settles 

charges that the acquisition of Softdesk, Inc. would reduce competition in the 

development and sale of computer-aided design software engines (CAD) and 

prohibits Autodesk from reacquiring "IntelliCADD," a CAD engine recently sold 

by Softdesk to Boomerang Technology, Inc., or any entity that controls the 
IntelliCadd technology, 

9. * Baxter International Znc. (Fimal Order March 24, 1997): Consent 

order requires divestiture of Baxter's Autoplex product line of Factor VIII 

inhibitors used in the treatment for hemophilia and the licensing of Immuno 

International AG's fibrin sealant, a biologic product in development to be used to 

control bleeding in surgical procedures. According to the complaint issued with 

the fmal order, the acquisition of Immuno International would tend to create a 

monopoly and increase Baxter's ability to unilaterally raise prices in the market 

for the research, manufacture and sale of biologic products derived from human 

blood plasma. 

10. * The Boeing Company (Final Order January 5, 2001): The consent 

order permits the acquisition of Hughes Space and Communications, a subsidiary 

of General h4otors Corporation, but prohibits Boeing from providing systems 

engineering and technical assistance (SETA) to the U.S. Department of Defense 

for a classified program. According to the complaint, Boeing is the sole supplier 

of SETA programs and Hughes is one of two competing contractors. 

1 1. * The Boeing Company (Final Order March 5, 1997): Consent order 

permits the acquisition of Rockwell International Corporation's Aerospace and 

Defense business subject to a divestiture and other conditions. Currently, there 

are two teams competing to develop high-altitude endurance unmanned air 

vehicles for the Department of Defense's Advance Research Projects Agency -- BoeingLockheed (developing Tier 111Mius, a stealthy, high-altitude endurance 

unmanned air vehicle) and RockwelVTeledyne (developing Tier II Plus, anonstealthy, high-altitude endurance unmanned air vehicle). As a result of the 

acquisition, Boeing would become a member of both teams and could increase the 

price of the components it supplies or reduce its investment in technology and 

quality. The consent order allows Teledyne, if it chooses, to replace Rockwell as 

its wing supplier without incurring any significant costs or risks to the project. 

Tern of the consent order require Boeing to deliver the assets necessary to 

produce the Tier Il Plus wings to businesses designated by Teledyne The order 

also establishes a "f~ewall" between Boeing's Tier 111Minus business and the 

Rockwell North American Aircraft Division that provides Tier I1 Plus wings. 

12. BPAmocop.lc. (Final Order August 29, 2000): BP Amoco settled 

charges that its acquisition ofAtlantic Richfield Company (ARCO) would lessen 

competition in the production and saie of crude oil in several United States 

markets. The order requires BP to divest ARCO's complete free standing 

businesses relating to oil production on Alaska's North Slope to Philips Petroleum 

Company within 30 days. 
13. * British Petroleum Company p.Lc. (Fimal Order April 19, 1999): 

Consent order in BP Amoco p.1.c. (created by the merger of British Petroleum 

Company, p.1.c. and Amoco Corporation) requires the divestiture of 134 gas 

stations in eight markets and nine light petroleum products terminals settling 

charges that the merger would substantially reduce competition in certain 

wholesale gasoline markets. 

14. * Cablevision Systems Corp. (Final Order April 27, 1998): Consent 

order settles charges that Cablevision's acquisition of certain cable operations in 

northern New Jersey and in New York from Tele-Communications Inc. would 

result in higher prices and lower quality of cable television services for residents 

of Paramus and Hillsdale, New Jersey. The settlement requires divestiture of 

TCI's cable systems in the two cities. 

15 * Cadence Design Systems, Inc. (Final Order August 11, 1997). 

Cadence agreed to settle charges that its acquisition of Cooper & Chyan 

Technolog,, Inc. would reduce competition for "routing" software used to 

automate the design of integrated circuits or microchips According to the 

complaint, the merger would reduce Cadence's incentives to permit competing 

suppliers of routing tools to obtain access to its layout environments resulting in 

less innovation, higher prices, and reduced services. To ensure that independent 

software developers of commercial routing tools continue to compete with Cooper 

& Chyan's technology, the consent order requires Cadence to allow the 

developers to participate in Cadence's software interface programs. 

16. CastleHarlan Partners, IZLP. (Final Order December 20, 1996): 

Final consent order preserves competition in the sale of commemorative class 

rings to graduating high school and college students. The order requires 

restructuring of the purchase agreement to exchde Gold Lance, Inc. from the 

proposed plans to acquire Clms Rings, Inc. The new acquisition plan is limited to 

the class ring business of Town & Country Corporation and CJC Holdings, Inc. 

17. * Ceridian Corporation (Final Order April 6, 2000): A consent order 

requires Ceridian to grant licenses to new and existing fms that provide 

commercial credit cards (known as "trucking fleet-cards") used by over-the-road 

trucking companies to make purchases at retail locations. The order settles 

charges that Ceridian's consummated acquisitions of NTS Corporation and 

Trendar Corporation gave Ceridian the power to control the markets for the 

provision of truckiig fleet cards and the systems used to read them at truck stops 

throughout the country. 
18. * Ciba-Geigy Limited (Final Order March 24, 1997): Final consent 

order settles antitrust concerns in three markets affected by the proposed 

acquisition of Sandoz Ltd: research and development in gene therapy products 

that are being targeted for lie-threatening conditions such as hemophilia and 

cancer; corn herbicides; and flea control products. In the gene therapy market, the 

order requires the licensing of certain intellectual properties to Rhone-Poulenc 

Rorer and other fm to permit continued competition in research, development 

and commercialization for a broad range future medical treatments. In addition, in 

one of the largest divestitures ever required under a consent order, Sandoz agreed 

to divest its U.S. and Canadian corn herbicide business to BASF 

Aktiengesellschaft withii 10 days. The consent order also requires the divestiture 

of Sandoz's flea control business to Central Garden and Pet Supply of Lafayette, 

California within 30 days 

19. * CMS Energy Corporation (Final Order June 2, 1999): Consent order 

requires Consumer Energy, a CMS subsidiary, to "loan" natural gas from its own 

system to shippers on third-party pipelines if the interconnection capacity with 

competing pipelines falls below historical levels settling charges that its 

acquisition of two natural gas pipelines, Panhandle Ecw?ern Pipeline and 

Trunkline Pipeline, from Duke Energy Company, could reduce competition and 

increase consumer prices for natural gas and electricity in 54 counties in 

Michigan. 

20. * Commonwealth Land Title Insurance Company (Final Order 

November 10, 1998): Final consent order settles allegations that the proposed 

consolidation of its title plant with First American Title Insurance Company, its 

only competitor in the Washiion, DC area, would restrict competition for title 

services. The consent order requires Commonwealth, among other things, to 

relocate its operations and to maintain them as viable businesses in competition 

with First American. 

21. * Computer Sciences Corporation (Final Order January 26,2000): 

Final consent order permits the acquisition ofkfy~zd Corporation and requires the 

divestiture of Mynd's Claims Outcome Advisor System to Insurance Services 

Oftice, Inc. Claims assessment systems are used by insurance companies to 

evaluate appropriate payments for claims of bodily injury and to evaluate returnto-work plans in workers compensation matters. 

22. * Cooperative Computing, Znc. (Final Order June 20, 1997): Consent 

order will preserve con~petition in electronic parts catalogs for the auto parts 

aftermarket. The fmal order permits the acquisition of Triad Systems Corporation 

but requires the divestiture within 60 days of the PartFinderB electronic catalog 
database, and the .I-CON@ application program interface, and support software 

and documentation, through an exclusive, royalty-free and perpetual license with . ~ 

the right to sublicense, to MacDonald Computer Systems or Gother Commissionapproved buyer. 

23. * CUC International, Znc (Final Order May 4, 1998): CUC settled 

allegations that its proposed acquisition of HFS, Inc. would create a monopoly in 

the worldwide market for full-service timeshare exchange services. The consent 

order requires divestiture of CUC's interval timeshare business to Interval 

Acquisition Corporation, a new entrant. Should this divestiture not take place, the 

consent order requires CUC to divest either Interval or HFS' Resort 

Condominiums International 

24. * CVS Corporation (Final Order August 13, 1997): CVS agreed to settle 

allegations that its acquisition ofRevco would substantially reduce competition 

for the retail sale of pharmacy services to health insurance companies and other 

third-party payers in Virginia and in the Binghamton, New York metropolitan 

area. The consent order requires the divestiture of 114 Revco stores in Virginia 

and 6 pharmacy counters in Binghamton. 

25. * Degussa AG (Final Order June 10, 1998): Degussa agreed to 

restructure a proposed transaction to acquire only one hydrogen peroxide 

production plant from E. I.Dupont deNumbers & Co., to obtain prior 

Commission approval before acquiring certain other Dupont production plants 

and to not~fy the Commission of its attempts to acquire hydrogen peroxide 

facilities in specific areas. Originally, Degussa had planned to acquire all of 

Dupont's hydrogen peroxide facilities in North America. 

26. * Delhaize Freres et cie "Le Lion" S.A. (Proposed Consent 

Agreement Accepted for Public Comment July 25,2000): The proposed consent 

agreement approved the merger of Establissements Delhaize Freres et Cie "Le 

Lion" S.A. and Delhaize America, Inc. with Hannaford Bros. Co. but requires the 

sale of 37 Hannaford supermarkets and one Hannaford site to three different 

buyers. 

27. * Dominion Resources, Znc. (Final Order December 14, 1999): A 

final order permits Dominion's acquisition of Consolidzfed Nafural Gus 

Company but requires the divestiture of Consolidate's Virginia Natural Gas, Inc 

The complaint alleged that the merger would combine the dominant provider of 

electric power in Virginia with the primary distributor of natural gas in 

southeastern Virginia. 
28. * Dow Chemical Company, The (Proposed Consent Agreement 

Accepted for Public Comment February 5,2001): Dow agreed to settle concerns 

relating to its proposed merger with Union Carbide Corporafion and divest and 

license intellectual property necessary to the production of Smear low-density 

polyethylene - an ingredient used in premium plastic products such as trash bags 

and sealabie food pouches - to BP Amoco plc. 

29. * Dow Chemical Company, The (Final Order February 20, 1998): 

Dow agreed to settle allegations that its acquisition of Sentrachem Limited would 

have substantially lessened competition for the research and manufacture of 

chelating agents (chemicals used in cleaners, pulp and paper, water treatment, 

photography, agriculture, food and pharmaceutical to neutralize and inactivate 

metal ions) by combining two of the three U.S. producers of the product. The 

terms of the consent order require Dow to divest Sentrachem's U.S. chelant 

business to Akzo Novel N.V. 

30. * Duke Energy Corporation (Final Order May 9;2000): Duke agreed 

to divest 2,780 miles of gas gathering pipeline in Kansas, Oklahoma and Texas to 

settle antitrust concerns stemming from Duke's and Phillips Petroleum 

Company's proposed merger of their natural gas gathering and processing 

businesses under a new comaanv . . called Duke Enerav -. 
Field Services. L.L.C. and

Duke's proposed acquisition of gas gathering assets in central Oklahoma from 

Conoco Inc. and Mitchell Energy and Development Corporation. 

3 1. * Dwight's Energydata, Znc (Final Order July 28, 1997): Consent 

order settles charges that the acquisition of Petroleum Information Corporation 

could create a monopoly for production and well history data used by geologists 

and petroleum engineers to fmd additional oil and gas reserves. The settlement 

requires Dwight to license a complete set of well history to HPDI, an independent 

competitor, or another Commission-approved licensee. 

32. * El Paso Energy Corporation (Final Order January 30,2001): A final 

order allows El Paso to acquire PGBcE Gas Transmission Teco, Inc. and PG&E 

Gas Transmission Texas Company (subsidiaries of Pacific Gas & Electric) but 

requires the divestiture of El Paso's interest in the Oasis Pipe Line Company; the 

divestiture of PG&E's share of the Teco Pipeline; and the divestiture of the 

Matagorda Island Offshore production area. The divestitures ensure that 

competition is maintained for natural gas transportation in three Texas markets. 

33. * El Paso Energy Corporation (Proposed Consent Agreement Accepted 

for Public Comment January 29,2001): Proposed consent order allows the 

merger of El Paso and Coastal Corporation but requires the divestiture of more 
than 2,500 miles of gas pipelime system in Florida, New York and the Midwest. 

34. * El Paso Enera Corporation (Final Order January 6,2000): A final 

order ensures competition in the markets for natural gas transportation out of the 

Gulf of Mexico and into the southeastern United States. The consent order 

permitted El Paso's $6 billion merger with SonafInc. and requires the divestiture 

of Sea Robin Pipeline Company; Sonat's one-thud ownership interest in Destin 

Pipelme Company, L.L.C.; and the East Tennessee Natural Gas Company. 

35. * Exvon Corporation (Final Order October 30, 1998): Exxon will 

divest its viscosity index improver business to Chevron Chemical Company LLC 

to settle allegations that its proposed joint venture with Royal Dutch Shell to 

develop, manufacture and sell their &el and lubricants additives would reduce 

competition and lead to collusion among the remaining fvms in the market. 

36. * Exxon Corporation (Final Order January 30,2001): A consent order 

settled antitrust concerns stemming from Exxon's acquisition of Mobil 

Corporationbut requires the largest retail divestiture in Commission history. 

The divestitures, representing only a fraction of the worldwide assets of Exxon 

and Mobil, include 2,431 gas stations; an Exxon refiaery in California; a pipelme; 

and other assets. According to the complaint, the proposed merger would injure 

competition in moderate concentrated markets -California gasoline refining, 

marketing and retail sales of gasoline in the Northeast, Mid-Atlantic and Texas; 

and in the highly concentrated markets for jet turbine oil. 

37. * Federal-Mogul Corporation (Final Order December 4, 1998): 

Federal-Mogul agreed to divest the thinwall bearings assets, Glacier Vandervell 

Bearings Group, it acquires in its takeover of T&~Vplcto a Commission-approved 

buyer. The complaint alleged that the acquisition would increase the likelihood of 

coordinated anticom~etitive conduct between Federal-Mom1 and the remaining " - competitors in the market for thinwall engine bearings, used to separate 

component parts in the engines of cars, trucks and heavy equipment. 

38. * FideliQ National Financial, Inc (Final Order February 17,2000): A 

fmal consent order settled charges that Fidelity's acquisition of Chicago Tifle 

Corporationwould reduce competition for title information services in San Luis 

Obispo, Tehama, Napa, Merced, Yolo, and San Benito, California. The order 

requires the divestiture of title plants in each of the six areas. 

39. * FMC Corporation (Final order May 19,2000): The consent order 

requires FMC to divest its phosphorus pentasufide business in Lawrence, Kansas 

to Peak Investments, LLC and Solutia Inc.'s phosphate assets in Augusta, Georgia 
to Societe Chirnique Prayon-Rupel to settle charges that the proposed FMC/ 

Solutia joint venture could substanitally lessen competition in the United States 

market for pure phosphoric acid and phosphorus pentasulftde. 

40. FreseniusA. G. (Final Order October 15, 1996): Order settles charges 

that the acquisition of National Medical Care, hc. would combine two significant 

producers of HD concentrate used in hemodialysis treatment. The order requires 

the divestiture of the Lewisberry, Pennsylvania hemodialysis concentrate plant to 

Di-Chem, Inc. or other Commission-approved buyer. 

* 41. General Mills, Znc. (Final Order May . 16, 1997): Consent order . 

preserves competition in ready-to-eat cereals. The order permits the acquisition of 

Ralcorp Holdings, Inc.'s branded ready-to-eat cereal and snack mix business but 

requires the transfer of licenses to manufacture and sell cereals identical to the 

Chex brand products without the approval of General Mills. 

42. * Global Industrial Technologies, lnc. (Final Order September 10, 

1998): According to the complaint issued with the fmal order, Global's proposed 

acquisition of AP Green Industries, Inc. would combine the two Largest domestic 

producers of glass-furnace silica refractories. Global agreed to divest Green's 

silica refractories to Robert R. Worthen and Dennis R.. Williams and to two 

companies controlled by them -Utah Refractories Company and Worthen and 

Williams, L.L.C. 

43. * Guinness PLC (Final Order April 17, 1998): The complaint 

accompanying the proposed consent order alleged that the merger between 

Guinness and GrandMetropolitan PLC would eliminate substantial competition 

between the two fms in the sale and distribution of premium Scotch and 

premium gin in the U.S. The order requires the divestiture of Dewar's Scotch, 

Bombay gin, and Bombay Sapphire gin brands worldwide to acquirers preapproved by the Commission. 

44. * Hoechsf AG (Final Order January 18, 2000): A fmal order settled 

charges stemming from Hoechst's merger with Rhone-Poulenc S.A. According to 

the complaint, the merger (the merged fm would be renamed Aventis S.A.) 

raised antitrust concerns in the market for cellulose acetate and direct thrombin 

acetate. The order requires the divestiture of the subsidiary, Rhodia, a specialty 

chemicals firm that produces cellulose acetate. 

45. * Insilco Corporation (Final Order January 27, 1998): Insilco agreed to 

divest two aluminum tube mills acquired in its acquisition of Helima-Helvetion 

International, Inc. to settle antitrust concems that the acquisition would 
substantially reduce competition in the markets for welded-seam aluminum 

radiator and charged air cooler tubing in North America. 

46. * Intel Corporation (Final Order July 20, 1998): Final order settles 

allegations that Intel's acquisition of Digital Equipment Corporation's assets 

could endanger the continuing and future development of the Alpha 

microprocessor, a direct competitor of Intel's Pentium line of computer system 

components. The order requires Digital to license the Alpha technology to 

Advanced Micro Devices and to Samsung Electronics Co., Ltd. or to other 

Commission-approved companies to manufacture DigitaI's microprocessor 

devices. 

47. * J.C. Penney Company (Final Orders February 28, 1997): Separate 

fmal consent orders settle charges that the acquisitions of Lkerd Corporation and 

190 Rite Aid stores in North and South Carolina would give J.C. Penney a 

dominant position in four metropolitan areas and increase its ability to raise prices 

for the sale of pharmacy services to third party payers. The orders require the 

divestitures of 34 Thrifty drug stores and 127 Rite Aid drug stores in the areas by 

March 21, 1997. 

48. * J.C. Penney Company (Final Order February 28, 1997): Refer to the 

discussion under number 44 above. 

49. * Jitney-Jungle Stores of America, Inc. (Einal Order January 28, 

1998): Final order settles allegations that Jitney-Jungle's acquisition of 

Delchamps, Ine. would substantially reduce competition among supermarket 

stores in the areas of Gulfport-Biloxi, Hattiesburg and Vicksburg, Mississippi. 

The consent order requires the divestiture of 10 supermarkets to Supervalu, Inc 

50. * Koch Industries, Inc (Final Order January 3 1,2001): A fmal consent 

order settles allegations that Entergy-Koch LP's (a limited partnership owned 

equally by Entergy Corporation and Kocb) acquisition of 50 percent of the Gulf 

South Pipelime Company, LP from Koch would lessen competition for the sale of 

electricity to consumers in Louisiana and western Mississippi and the distribution 

of natural gas to consumers in New Orleans and Baton Rouge. Entergy is the 

regulated electric and natural gas utility in parts of Louisiana and Mississippi. 

The order requires Entergy to establish a transparent process to buy natural gas 

and natural gas transportation that will assist state regulators in determining 

whether Entergy purchased gas supplies at inflated prices from its Entergy-Koch 

partnership 
51. * Koninklijke Ahold NV (Final Order April 14, 1999): Order requires 

divestiture of 10 supermarkets in Maryland and Pennsylvania to settle antitrust 

concerns stemming from Ahold's acquisition of Giant Food Inc. 

52. * Kroger Company (Fiinal Order January 10,2000): Final order requires 

Kroger and FredMeyer Stores, Inc. to divest eight supermarkets to settle charges 

that the acquisition of Fred Meyer would increase concentration and decrease 

competition in Arizona, Wyoming, and Utah. Under terms of the order, two 

Smith's Food & Drug Centers will be sold to Nash-Finch Company; one "City 

Market" will be sold to Albertson's Inc.; and five supermarkets (two "City 

Markets"; two Fry's, and one Smith's) will be sold to Fleming Companies, Inc. 

53. * Kroger Company (Fiil Order November 8, 1999): A final order 

settled charges stemming from Kroger Company's acquisition of The John C. 

Groub Company. The order requires the divestiture of three supermarkets in 

Cohmbus and Madison, Indiana to Roundy's, Inc., one of the largest food 

wholesalers in the United States. 

54. * LaFarge Corporation (Final Order February 12, 1999). As a result of 

plans to acquire Holnam, Inc.'s Seattle cement plant, and other cement assets in 

Washington State, Lafarge entered into an illegal agreement that would reduce 

competition by restricting its cement distribution in the Puget Sound area. The 

consent order requires LaFarge to restructure the sales agreement with Holnam to 

delete the production penalty clause. 

55. * Landamerica Financial Group, Znc lformerly Lawyers Title 

Corporation] (Final Order May 20, 1998): Landamerica agreed to divest title 

plants in 11 areas to settle antitrust allegations that its proposed acquisition of 

Commonwealth Land Title Insurance Company and Transnation Title Insurance 

Company,subsidiaries of Reliance Group Holdings, Inc. would reduce 

competition in title plant services -- underwriting title insurance in the real estate 

industry. The consent order requires the divestiture of the title plants of Lawyers 

Title or those of Reliance Group to an acquirer approved by the Commission 

within six months. 

56. * MacDermid, Znc. (Final Order February 3,2000): A consent order 

permits MacDermid's acquisition of Polyfibron Technologies, Inc. and requires 

the divestiture, among other thmgs, of Polyfibron's liquid photopolymer business 

to Chemence Inc. According to the complaint, the acquisition would result in a 

monopoly in the production, distribution and sale of liquid and solid 

photopolymer in North America. Photopolymers are used to make flexographic 

printing plates. 
57. * Mahle GmbH (Final Order June 4, 1997): Consent order settles charges 

that the acquisition of Metal Leve S.A. would result in Mahle becoming a 

monopolist in the research, development, manufacture and sale of articulated 

pistons used in heavy duty diesel engines and requires divestiture of Metal Leve's 

U.S. piston business within 10 days of the final consent order. 

58. * Manheim Auctions, Inc (Final Order November 13,2000): The 

consent order settles antitrust concerns stemming from the acquisition of ADT 

Automotive Holdings,Inc., the nation's third largest operator of wholesale motor 

vehicle auctions. The order requires Manheim to divest nine auctions in Kansas 

City, Missouri; Denver and Colorado Springs, Colorado; Atlanta, Georgia; San 

Francisco, California; Seattle, Washington; Tampa, Orlando and Daytona Beach, 

Florida; and Phoenix, Arizona. 

59. * Medtronic, Inc (Final Order December 21, 1998): A fmal consent 

order settles allegations stemming from Medtronic's proposed acquisition of 

Physio-Control International Corporalion's automatic external defibrillator 

business. According to the complaint, Medtronic, through its controlling interest 

in SurVivaLink Corporation, a direct competitor of Physio-Control, would control 

both companies as a result of the acquisition and thereby increase the likelihood of 

coordinated interaction which could result in increased prices and reduce 

innovation in the market. The consent order requires Medtronic to become a 

passive investor in SurVivaLink and reduce many of its present and future 

business contacts with the fum. 

60. * Medtronic, Inc (Final Order June 3, 1999): Medtronic agreed to divest 

Avecor Cardiovascular, Inc.'s non-occlusive arterial pump assets to settle 

antitrust concerns that the acquisition would lessen competition for the research, 

development, manufacture and sale of the pumps in the United States. The order 

requires Medtronic to provide assistance to the buyer of the Avecor Pump assets 

to enable the buyer to obtain FDA approval to manufacture and market the Avecor 

pumps an reservoirs. 

61. * Merck and Co, Inc. (Final Order February 18, 1999): The complaint, 

issued with the consent order, alleged that as a result of Merck's 1993 acquisition 

of Medco, the nation's largest benefits manager, Merck's drugs received favorable 

treatment through Medco's drug-list formulary made available to medical 

professionals who prescribe and dispense prescriptions to health plan 

beneficiaries. The consent order requires Medco, among other things, to maintain 

an "open formulary" to include drugs approved by an independent Pharmacy and 

Therapeutics Committee, staffed by physicians and pharmacologists who have no 

fmancial interest in Merck 
62. NGC Corporation (Final Order December 12, 1996): Final order 

preserves competition in natural gas fractionation in the Mont Belvieu, Texas 

area. The order permits the acquisition of certain gas transportation assets from 

Chevron Corporation but requires the divestiture of the Mont Belvieu I gas 

liquids fractionation plant in Mont Belvieu, Texas. 

63. * Nortek, Znc. (Final Order Octobef 8, 1998): The consent order permits 

Nortek's acquisition ofNuTone, Inc., its closest competitor, but requires its 

divestiture of M&S, the second largest seller of hard-wired residential intercoms 

in the United States. 

64. * Novartis AG (Final Order December 19,2000): The consent order 

permits the merger of Novartis and AshaZerreca PLC into a new Swiss company, 

Syngenta AG. The order requires Novartis to divest its worldwide foliar fungicide 

business based on the strobilurin chemical class to Bayer Ag; and requires 

AstraZeneca to divest its worldwide corn herbicide business based on the active 

ingredient acetochlor to Dow AgroSciences LLC. 

65. * PacifiCorp (Proposed Consent Agreement Withdrawn and Investigation 

Closed June 30, 1998): The Commission withdrew a proposed consent agreement 

that settled allegations that PacificCorp's proposed acquisition of The Energy 

Group PLC would lead to increases in wholesale and retail electricity prices in the 

United States. During the comment period PacificCorp withdrew its bid after the 

Texas Utilities Company announced a competing tender offer for The Energy 

Group. 

66. * Pjizer Inc. (Final Order July 28, 2000): Fial consent order permits 

Pfzer's merger with Warner-Lambert Company and requires divestitures in 

several pharmaceutical markets including: Pfuer's RID brand of head lice 

treatment; Pfuer's antidepressant drug, Celexa; Warner's Cognex, a drug used in 

the treatment of Alzheimer's disease; and assets relating to the Epidermal Growth 

Factor receptor tryosine kiase inhibitor, drugs under development to treat solid 

cancerous tumors such as head and neck, non-small cell lung, breast, ovarian, 

pancreas and colorectal cancers. 

67. * Philip Morris Companies, Inc (Final Order February 27, 2001): 

The consent order permits the merger of Philip Monis and Nabisco Holdings 

Corporation while settling charges that the merger of the two food companies 

would reduce competition in the already highly-concentrated market. Under terms 

of the order, the parties are required to divest Nabisco's dry-mix gelatin, dry-mix 

pudding, no-bake dessert, and baking powder assets to The Jel Sert Company and 
Nabisco's intense mints assets to Hershey Foods Corporation. 

68. * Phillips Petroleum Company (Final Order March 28, 1997): Consent 

order settles charges that the acquisition of gas gathering assets from ANR 

Pipeline Company would reduce competition for natural gas gathering services in 

five Oklahoma counties. The order permits the acquisition hut requires the 

divestiture of 160 miles of pipeline system in the Anadarko Basin withim 30 days 

to a Commission-approved buyer. 

69. * Precision Castparts Corporation (Final Order December 21, 1999): 

A final order requires the divestiture of titanium, large stainless steel and large 

nickel-based superalloy production assets (structural cast metals used in the 

manufacture aerospace components) to settle antitrust concerns stemming from its 

acquisition of Wyman-Gordon Company. The order requires Precision Castparts 

to divest Wyman-Gordon's titanium foundry in Albany, Oregon and WymanGordon's Large Cast Parts foundry in Groton, Connecticut. 

70. * Provident Companies, Znc (Final Order September 20, 1999): The 

consent order ensures that the merged fum of Provident and UNWCorporation 

will continue to ~articioate in industrv-wide solicitations for data to make 

actuarial predictions on probable future claims by applicants who hold policies 

with providers of individual disability insurance. The order requires 

~NUM/Providento provide data to the Society of Actuaries Adlor the National 

Association of Insurance Commissioners for studies and reports. 

71. * Quexco Incorporated (Proposed Consent Agreement Accepted for 

Public Comment May 10, 1999; Parties Abandoned Transaction): Proposed 

agreement would have permitted the acquisition of Paci$c Dunlop Gh% 

Corporation and required the divestiture of GNEi's secondary smelter to Gopher 

resources, Inc. The parties abandoned the transaction during the 60-day comment 

period. 

72. * Reckitt & Colman plc (Final Order January 18,2000): A fmal order 

permits Reckitt & Colman to acquire Benckiser N V. from NRV 

Vermogenswerwaltung GmbH but requires the divestiture of Benckiier's Scrub 

Free@ and Delicare@ business to Church & Dwight, Inc., producers of household 

cleaning products. 

73. * RHZ AG (Proposed Consent Agreement Accepted for Public Comment 

December 30, 1999): A proposed consent agreement permits the acquisition of 

Global Industrial Technologies, Inc and requires the divestiture of two 

refractories manufacturing facilities -Global's Hammond, Indiana and Marelan, 
Quebec plants -to Resco Products, Inc. According to the complaint, the proposed 

acquisition would create the largesi producer of refractories in North America 

with dominant positions in the magnesia - carbon brick refractory market and in 

the high alumina brick refractory market. Refractories are used to lie hrnaces in 

many industries that involve the heating or containment of solids, liquids, or gases 

at high temperatures. 

74. * Rhodia, Donau Chemie AG (Final Order April 21, 2000): Rhodia 

divested certain assets to resolve antitrust concerns stemming from its acquisition 

of Allbright & WilsonPLC. The consent order permits the acquisition but 

requires the divestiture of Albright's interest in its United States phosphoric acid 

joint venture to its joint venture partner, Potash Corporation of Saskatchewan. 

75. * Roche Holdings Lid (Final Order April 22, 1998): Roche agreed to 

divest, certain assets in the U.S. and Canada to settle antitrust concerns stemming 

from its proposed acquisition of Corange Limiied. The consent order permits the 

acquisition but requires the divestiture of Cardiac thrombolytic agents (drugs used 

to treat heart attack victims) and ongoing business assets relating to chemicals 

used to test for the presence of illegal or abused drugs. 

76 * Rohm & Haas Company (Final Order July 13, 1999): Rohm & Haas 

settled charges that its acquisition ofMorfon Intemafional, Inc. would lessen 

competition in North American for the production and sale of water-based floor 

care polymers used in the formulation of floor care products such as polishes. The 

consent order requires the divestiture of Morton's worldwide water-based floor 

care polymers business to GenCorp, Inc. 

77. * S. C Johnson & Son, Inc (Final Order April 20, 1998): Consent order 

settles charges that Johnson's acquisition of Dowbrand would adversely affect 

competition and potentially raise the prices consumers pay for soil and stain 

removers and glass cleaners. The consent order requires the divestiture of Dow's 

"Spray 'n Starch, "Spray 'n Wash" ,and "Glass Plus" businesses to Reckitt & 

Colman. 

78. * Service Corporation International (Final Order June 29, 2000): 

Service Corporation International divested the LaGrone Funeral Home, acquired 

in 1994, to settle charges that the acquisition gave Service Corporation a 

monopoly in the provision of funeral services in Rosweli, New Mexico. The 

order also requires Service Corporation, for ten years, to obtain prior Commission 

approval before acquiring any hneral home serving Chaves County, New Mexico. 
79. 

* Service Corporation International (Final Order May 4, 1999). 

Consent order permits the acquisition of Equity Corporation International, the 

fourth largest hneral home and cemetery company in the United States, and 

requires SCI to divest funeral service and cemetery properties in 14 markets to 

Carriage Services, Inc. to remedy the anticompetitive effects of the acquisition. 

80 

* Shaw's Supermarkets, Inc. (Final Order April 5, 2000) A consent 

order settled charges that Shaw's proposed acquisition of StmMarkets, Inc. could 

eliminate supermarket competition and increase prices in the greater Boston 

metropolitan area The consent order permits the acquisition and requires the 

divestiture of three Shaw supermarkets and seven Star markets in eight 

communities 

81. * Shell Oil Company - .(Final Order A~ril21, 1998): Shell Oil and Texaco 

settled allegations that their proposed joint venture would reduce competition and 

could raise prices for gasoline in Hawaii, California, and Washiington and the 

price of asphalt in ~alifornia. The consent order requires Shell 6 divest a 

package of assets, including Shell's Anacortes, Washiington refinery; a terminal 

and retail gasoline stations in Oahu, Hawaii and retail gas stations, and a pipeline 

in California. 

82. * Shell Oil Company (Final Order December 21, 1998): Final consent 

requires Shell Oil and its Tejas Energy, LLC, subsidiary, to divest parts of the 

ANR pipeline system in Oklahoma and Texas to settle charges that its acquisition 

of gas gathering assets of fie Coastal Corporation would lead to anticompetitvc 

increases in gas gathering rates and an overall reduction in gas drilling and 

production in the two states. 

83. * Sky Chefs, Znc. (Final Order September 18, 1998): Sky Chefs 

restricted its acquisition plans, excluding Ogden Corporation's in-flight catering 

operation at the McCarran International Auport in Las Vegas, Nevada from its 

purchase agreement to settle Commission concerns that the consoiidation of the 

two firms in Las Vegas would lead to higher prices for airline catering services. 

The consent order prohibits Sky Chefs &om making certain acquisitions without 

Commission approval for 10 years. 

84. * SmifhKline Beechamplc (Final Order December 26,2001): Under 

terms of a final consent order settling charges stemming from the merger of 

SmithKline and Glaxo Wellcomeplc, the parties agreed to divest pharmaceutical 

products in six markets: anticmetics; the antibiotic, cefiazidime; oral and 

intravenous antiviral drugs for the treatment of herpes; topical antiviral drugs for 

the treatment of genital herpes; and over-the-counter H-2 blocker acid relief 
85. 

* SNIA S.p.A. (Final Order July 28, 1999): Final order settles charges that 

Sorin Biomedica S.p.A.'s acquisition of COBE Cardiovuscular, Inc. would 

eliminate competition in the United states market for research, development, 

manufacture and sale of heart-lung machines. The order permits the acquisition 

and requires the divestiture of COBE's heart-lung machine business to Baxter 

Healthcare Corporation. 

86. 

* Tenet Healthcare Corporation (Final Order May 20, 1997): The 

proposed consent order permits the acquisition of OrNda Healthcorp but requires 

the divestiture of Tenet's French Hospital Medical Center and related OrNda 

assets in San Luis Obispo County, California by August 1, 1997. This is the 

shortest divestiture period ever imposed on a hospital merger order. 

87. Time Warner Inc. (Final Order Februarv 3, 1997): Final consent order -. 

requiring the restructuring of the acquisition of Turner Broadcasting System, Inc. 

settles antitrust concerns that the acquisition would restrict competition in cable 

television programming and distribution. The order requires Telecommunications, Inc ,the nation's number one cable operator, to divest its 

interests in Turner, reduces contractual agreements between TCI, Turner and 

Tie Warner to carry certain programming; reduces opportunities for bundling 

programming; prohibits price discrimination against competing cable systems; 

and requires Tie Warner's cable systems to cany a rival news channel to 

compete with CNN. 

88. * TRW Inc. (Final Order April 6, 1998): TRW settled antitrust allegations 

stemming from its acquisition of BDM, a fm that provides, among other things, 

systems engineering and technical services (SETA) to the Department of Defense. 

TRW was part of one of two teams bidding for DOD'S Ballistic Missile Defense 

Organization's lead system integrator program. The acquisition would have 

placed TRW into BDM's role of SETA contractor whereby TRW could gain 

sensitive competitive information, including cost and bidding information, about 

it's only other competitor for the program. According to the complaint issued 

with the consent order, this situation could have resulted in less aggressive 

bidding and higher prices for the leading system integrator program, or put TRW 

in a position to favor its own team by setting unfair procurement specifications or 

submitting unfair proposal or performance evaluations. The consent order 

requires TRW to divest the SETA contract to a Commission approved acquirer. 

89. * Tyco International, Lid. (Final Order December 5,2000): Tyco 

agreed to divest its endotracheal tube business to Hudson RCI to settling antitrust 
concerns relating to its acquisition ofMallinckrodf, Inc. The final order permitted 

the acquisition. 

90. * Valspar Corporaion (Final Order January 26,2001): Final order 

permitted Valspar's acquisition of Lilly Industries, Inc., but requires Valspar to 

divest its mirror coatings business to Spraylet Corporation. Mirror coatings are 

applied to the back of a piece of glass in order to produce a mirror. 

91. * W UN. K (Final Order December 7, 1999): VNU N.V. settled 

antitrust concerns that its proposed acquisition of Nielsen Media Research, Inc. 

would restrict competition in the market for advertising expenditure measurement 

services in the United States. The order requires VNU to divest its Competitive 

Media Reporting division, the nations's largest supplier in the specialiied market 

92. Wesley-Jessen Corporation (Final Order January 3, 1997): Final order 

preserves competition in the production and sale of opaque contact lenses. The 

order permits the acquisition of Pilkington Barnes Hind International, Inc. hut 

requires the divestiture of the opaque contact lens business within four months to 

a Commission approved acquirer. 

93. * Williams Companies (Final Order June 17, 1998): Consent order 

permits the acquisition ofWCO, Inc. but requires Williams to lease its pipeline 

to Kinder Morgan Energy Partners, a terminal competitor of MAPCO, to ensure 

that Kider Morgan can continue to exist as an independent competitor in the 

transportation and terminaling of propane in certain Midwest markets. Under 

terms of the consent order Williams agreed to connect its Wyoming gas 

processing plant to any new competitng pipeline in the future. 

94. " Winn-Dkie Stores, Inc (Final Order February 14,2000): A final 

order permitted Winn-Dixie's acquisition of 68 supermarkets and other assets 

from bankrupt Jitney-jungle Stores of America, Inc. The order prohibits WmDixie, among other things, from acquiring any interest in four specified JitneyJungle supermarkets without obtaining prior Commission approval. The sale of 

the 68 supermarkets was also approved by the U.S. Bankruptcy Court for the 

Eastern District of Louisiana. 

95. * Zeneca Group PLC (Final Order June 7, 1999): Consent order, 

resolving antitrust concerns relating to Zeneca's merger with Astra AB requires 

the divestiture of all assets relating to levobupivacaine, a long-acting local 

anesthetic. The assets will be purchased by Chiroscience Group plc, the 

developer of levobupivacaine. 
B. Authorizations to Seek Preliminary Injunctions 

1. * BP Amoco p.Lc (February 2,2000): Commission authorized staff to 

file a motion in federal district court to prevent the merger of BP Amoco p.1.c. and 

Atlantic Richfield Company. The complaint, filed in the U.S. District Court for 

the Northern District of California, San Francisco Division on February 4,2000, 

alleged that the merger would reduce competition in the exploration and 

production of Alaska North Slope crude oil and its sale to West Coast refineries, 

and in the market for pipeline and storage facilities in Cusbing, Oklahoma. The 

merger wouldcombine: (1) the two largest producers of crude oil on the North 

Slope of Alaska; (2) the two largest suppliers of AlaskaNorth Slope crude oil to 

refineries in California and Washiion; (3) and the two most successful 

competitors in bidding for exploration leases on the North Slope. On March 15, 

2000, five days before the start of the trial, the defendants and the Commission 

agreed to seek adjournment of the federal court proceedings to enter into consent 

negotiations. 

2. * Cardinal Health Inc. (March 3, 1998): The Commission authorized 

staffto file separate motions in federal district court to block the mergers of the 

nation's four largest drug wholesalers into two wholesale distributors of 

pharmaceutical products. The Commission charged that Cardinal 's proposed 

acquisition of Bergen Bmnwg Corporation and McKesson Corporation's 

proposed acquisition ofAmeriSource Health Corp. would substantially reduce 

competition in the market for prescription drug wholesaling and lead to higher 

prices and a reduction in services to the companies' customers -- hospitals, 

nursing homes and drugstores -- and eventually to consumers. Two separate 

motions for preliminary injunctions were filed in the U.S. District Court for the 

District of Columbia March 6, 1998. On July 3 1, 1998, the District Court granted 

the Commission's motions enjoining both proposed mergers. The parties 

abandoned their respective merger plans soon after the decision. 

3. * Conso International Corporation (August 2,2000): Conso 

International Corporation, owner of the Simplicity brand of home sewing patterns, 

abandoned its proposed acquisition of McCall Pattern Company after the 

Commission filed a motion for a preliminary injunction in the United States 

District Court for the Southern District of New York. The complaint charged that 

the acquisition would reduce the number of United States sewing pattern 

designers and producers from three to two, creating a fmwith more than 75% of 

the domestic unit sales of domestic home sewing patterns. 

4. * H.J. Heinz Company (July 7, 2000): The Commission authorized 

st& to file a motion for a preliminary injunction in federal district court on 
grounds that the proposed $185 million acquisition ofMilnot Holding Company, 

owner of Beech-Nut Nutrition Corporation, would reduce the number of 

competitors in the baby food market from three to twoo -creating a duopoly. The 

complaint was filed iin the U.S. District Court for the District of Columbia on 

July 14, 2000. At the request of the Commission, the U.S. District Court of 

Appeals for the District of Columbia enjoined the acquisition on November 8, 

2000 after the district court denied the Commission's request for a preliminary 

injunction. 

5. * Kroger Company/Wnn-Dixie (June 2,2000): The Commission 

authorized staff to fde a motion in federal district court to block the proposed 

acquisition of 74 Winn-Dixiesupermarkets in Texas and Oklahoma. The 

complaint, filed in the U.S. District Court for the Northern District of Texas, 

alleged that the acquisition would end 22 years of direct competition between the 

two supermarket chains in several markets in Texas, including metropolitan Fort 

Worth, Granbury, Weatherford, Brownwood, Henderson, Denton and Marshall. 

The parties abandoned the transaction before the start of the trial 

6. * McKesson Corporation (March 3, 1998): Refer to the discussion under 

Cardinal Health Inc., number 2 above. 

7. * Mediq inc (July 29, 1997): Mediq abandoned its proposed acquisition 

of Universal Hospital Services after the Commission fded a amplaint and motion 

for a preliminary injunction to block the merger of the nation's two largest firms 

engaged in the rental of hospitals of movable medical equipment, such as 

respiratory, ithsion, and monitoring devices. The complaint, fded in the U.S. 

District Court for the District of Columbia, alleged that the merger would create a 

monopoly which would raise the rental prices of movable medical equipment 

rental in many major metropolitan areas across the nation. 

8. * Staples, Znc (March 10, 1997): Staffauthorized to file a motion for a 

preliiary injunction to block the proposed acquisition of Office Depot, Inc. on 

grounds that the $4 billion acquisition would allow the combined fm to control 

prices for the sale of office supplies in numerous metropolitan areas in the United 

States. On June 30, 1997, the U.S. District Court for the District of Columbia 

granted the Commission's motion for the injunction. Staples abandoned its 

acquisition plans in July 1997. 

9. * Swedish Match AB (June 22,2000): The Commission authorized staff 

to seek a preliminary injunction to block the proposed acquisition of National 

Tobacco Company, L.P. on grounds that the $165 million acquisition would 

lessen competition in the market for loose leaf chewing tobacco and that Swedish 
Match's market share would increase to 60 percent. On December 14, 2000, the 

U.S. District Court for the District of Columbia issued a 42-page opinion granting 

the Commission's motion for the injunction. On December 22,2000, the parties 

abandoned the transaction. 

10. * Tenet Healthcare Corporation (April 16, 1998): Staff authorized to 

file a motion for a preliminary injunction to block the proposed acquisition of 

Doctors Regional Medical Center in Poplar BhfS Missouri. On July 30, 1999, 

the U.S. District Court for the Eastern District of Missouri granted the 

Commission's motion for the injunction. Tenet filed a notice of appeal in the 

Eighth Circuit on August 10, 1999. An administrative complaint was issued 

August 20, 1998 charged that the proposed merger of the only two general 

hospitals in Poplar bluff would eliminate price, cost and quality competition and 

put consumers at risk of paying more for health care 

C. Commission OpinionsLnitial Decisions 

1. Swedish Match AB (January 5,2001): The Commission dismissed the 

administrative complaint after Swedish Match and National Tobacco Company, 

L.P. abandoned the transaction that would give Swedish Match control of 60 

percent of the loose leaf chewing tobacco market. 

2. Tenet Healthcare Corporation (December 23, 1999): The Commission 

dismissed the administrative complaint that challenged the acquisition of Doctors 

Regional Medical Center in Poplar BhfS Missouri after the United States Court 

of Appeals for the Eighth Circuit denied the Commission's petition for a rehearing 

en banc and denied the Commission's motion to stay the mandate in October 

1999. 

D. Court Decisions 

1. Blodgett Memorial Medical Center (July 8, 1997): The U.S. Court of 

Appeals for the Sixth Circuit upheld a decision by the District Court in the 

Western District of Michigan that denied the Commission's motion for a 

preliminary injunction to block the merger of Blodgett and Butterworth Health 

Corporation. The complaint charged that the merger would substantially reduce 

competition for acute care inpatient hospital services in the Grand Rapids area 
2. H.J. Heinz Company (November 8, 2000): After the federal district court 

in Washiogton, D.C. denied the Commission's motion for a preliminary 

injunction, the Court of Appeals for the District of Columbia enjoined the Heinz's 

proposed acquisition of Milnot Holding Company, the owner of Beech-Nut 

Nutrition Corporation, pending the Court's ding on the Commission's appeal 

The Commission's complaint charged that the acquisition, $consummated, would 

reduce competition in the market for jarred baby food. 

3. Tenet Healthcare Corporation (July 22, 1999): The U.S. Court of 

Appeals for the Eight Circuit reversed the district court decision and dissolved the 

preliminary injunction mainly on geographic market grounds. The Commission's 

petition for rehearing was denied. 

E. Order Violations 

1. * Boston Scientific Corporation (October 3 1, 2000): A complaint 

charged that Boston Scientific Corporation violated a 1995 consent order when it 

failed to provide Hewieft-Packard Company with a license to all of its intellectual 

property and technical information relating to intravascular ultrasound catheters. 

The complaint which seeks civil penalties and other equitable relief, was filed by 

the Department of Justice on behalf of the Commission. 

2. * ColurnbiaCA Healthcare Corporation (July 30, 1998): 

Cohunbia/HCA paid a $2.5 million civil penalty to settle charges that it failed to 

divest the Davis Hospital and Medical Center in Layton, Utah, the Pioneer Valley 

Hospital in West Valley City, Utah and the South Seminole Hospital in Florida as 

required by a 1995 consent order. The complaint and settlement were filed in the 

U.S. District Court for the District of Columbia. 

3. * CVS Corporation (March 26, 1998): CVS agreed to pay a $600,000 

civil penalty to settle allegations that it violated the asset maintenance agreement 

under a 1997 consent order that settled antitrust concerns stemming from its 

acquisition of Revco D.S., Inc. According to the complaint, CVS removed the 

computerized pharmacy recordkeeping systems eliminating all automated access 

to pharmacy files from 113 Revco pharmacies prior to its Commission approved 

divestiture to Eckerd. The complaint and proposed settlement were filed in U.S. 

District Court for the District of Columbia. In addition to the civil penalty action 

filed by the Commission, CVS paid a fine to the Commonwealth of Virginia for 

violating Virginia's Board of Pharmacy regulations about the proper transfer of 

prescription records 
4. * Red Apple Companies, Znc. February 23, 1997): Judgment entered 

requiring Red Apple and its chairmaq John Catsimatidis, to pay a $600,000 civil 

penalty to settle charges that they violated a 1994 consent order when they failed 

to divest five New York City supermarkets by March 1996. The complaint and 

proposed settlement were filed in the U.S. District Court for the Southern District 

of New York by Commission attorneys. The consent agreement settled 

allegations in an administrative complaint that the acquisitions of Shun's 

supermarkets substantially reduced competition in four areas of Manhattan. 

5. * Rite Aid Corporation (Februaq25, 1998): Rite Aid agreed to pay a 

$900,000 civil penalty to settle charges that it failed to divest three drug stores 

located in Bucksport and Lincoln, Maine, and Berlin, New Hampshire as required 

by a 1994 consent order. The consent order settled allegations that Rite Aid's 

acquisition of Laverdiere Enterprises, Inc. would lead to higher prices for 

prescription drugs sold in retail stores in the three areas. The complaint and 

proposed settlement filed in the U.S. District Court for the District of Columbia 

by Commission attorneys, would require Rite Aid to pay the civil penalty to the 

U.S. Department of Treasury within 30 days. 

6. * Schnuck Markets, Znc (July 28, 1997): Schnuck agreed to pay a $3 

million civil penalty to settle charges that the supermarket chain allowed 

numerous stores, designated for divestiture under a 1995 consent order, to 

deteriorate before being sold The settlement requires Schnuck to divest two 

closed supermarkets in the St. Louis area within six months to a Commission 

approved acquirer. The complaint and settlement were filed in U.S. District Court 

for the Eastern District of Missouri. 

E: Other Commission Orders 

1. Blodgett Memorial Medical Center (September 26, 1997): The 

Commission ended its administrative challenge of the proposed merger of 

Blodgett and Butterworth Health Corporation, two acute care inpatient hospitals 

in the Grand Rapids, Michigan area, concluding that hrther litigation in the case 

was not in the public interest. The complaint was dismissed under a 1995 policy 

statement in which the Commission determines on a case-by-case basis whether to 

pursue administrative litigation in merger cases after a federal district court 

declined to bar the fums from merging pending the outcome of an administrative 

trial. The hospitals merged in 1997. 

2. Tenet Healihcare Corporation (December 23, 1999): The Commission 

decided not to continue with administrative litigation of the complaint that 
charged that the proposed merger of Tenet and L)octors Regional Medical Center 

would eliminate price, cost and quality competition and put consumers at risk of 

paying more for health care in Poplar Bluff, Missouri. The case was dismissed 

under the agency's 1995 policy to determine on a case-by-case basis whether to 

pursue administrative litigation in merger cases after a federal court has decline to 

bar the companies from merging pending the outcome of an administrative trial. 

G. Complaints 

1. *Automatic Data Processing, Znc (November 13, 1996): An 

administrative complaint charged that the 1995 acquisition of Autolnfo, Inc. 

created a monopoly and raised prices in the automobile salvage yard information 

management industry. A final order (October 10, 1997) requires the divestiture of 

specific integrated computer systems for auto parts inventory exchange. 

2. Blodgett Memorial Medical Center (November 18, 1996): The 

administrative complaint charged that the proposed merger of Blodgett and 

Buttemrth Hospital would substantially reduce competition for acute-care 

inpatient hospital services in the Grand Rapids, Michigan area. The Commission 

ended its litigation after the federal district court's decision to deny the 

Commission's motion for a preliminary injunction was upheld by the U.S. Court 

of Appeals for the Sixth Circuit. 

3. H.J. Heinz Company (November 22,2000): An administrative 

complaintcharged that the proposed acquisition of Milnot Holding Corporation, 

owner of Beech-nut Nutrition Corporatioq would substantially reduce 

competition in the manufacture and sale ofjarred baby food in the United States. 

On November 1,2000, the Commission sought an emergency stay from the Court 

of Appeals for the D.C. Circuit after the federal district court denied the 

Commission's request for a preliminary injunction The Court of Appeals 

enjoined the transaction pending its ding on the Commission's appeal. 

4 * Monier Lifetile LLC (September 22, 1998): An administrative 

complaint charged that the Monier joint venture formed by concrete roofing tile 

manufacturing division of Boral Lid and Marge SA could significantly dish 

competition in areas of the Southwest and Florida. A proposed consent order 

accepted for public comment (March 2, 1999) requires the divestiture of 

production facilities in Casa Grande, Arizona; Corona, California; and Fort 

Lauderdale, Florida. 
5. Swedish Match AG (December 21,2000): An administrative complaint 

was issued after the United States District Court for the District of Columbia 

granted the Commission's motion for a preliminary injunction to block Swedish 

Match North America from acquiring the loose leaf chewing tobacco brands of 

National Tobacco Company. The administrative complaint alleged that the 

acquisition would substantially reduce competition by combining the fist and 

third sellers of loose leaf chewing tobacco in the United States. According to the 

complaint, if the acquisition were consummated, Swedish Match would gain a 

market share of 60 percent in U.S. sales. 

6 Tenet Healthcare Corporation (August 20,1998): An administrative 

complaint, issued after the Commission filed a motionin federal district court for a 

preliminary injunction, charged that the proposed merger of Tenet and Dociors 

Regional Medical Center, the only two general hospitals in Poplar Bluff, 

Missouri, would eliminate price, cost and quality competition and put consumers 

at risk of paying more for health care. 

H. Other 

1. Business-to-Busirtess (Report Announced October 26,2000): A staff 

report, "Entering the 21" Century: Competition Policy in the World of B2B 

Electronic Marketplaces" discusses information gathered and antitrust issues 

addressed at the public workshop held at the headquarters building of the Federal 

Trade Commission in Washington, D.C. on June 29 - 30, 2000. Business-toBuisness (B2B) electronic marketplaces use the Internet to electronically connect 

businesses with each other, primarily for the purposes of buying and selling a 

wide variety of goods and services. 

2. Clayton Act -- Section 8 (Effective January 19,2001): Changes in two 

threshold figures, based on the change in the Gross National Product, defme when 

it is unlahl for an individual to serve as an officer or director of two or more 

competing corporations: (1) each of the two companies has capital, surplus and 

undivided profits in excess of $18,142,000; and (2) the competitive sales of each 

corporation exceed $1,8 14,200. 

3. Horizontal Merger Guidelines (Effective April 8, 1997): The 

Commission and the Department of Justice revised their joint 1992Horizontal 

Merger Guidelines to clarify how they analyze efficiency claims in mergers under 

review and what merging fms must do to demonstrate claimed efficiencies. The 

revisions explain how eficiencies may affect the analysis of whether a proposed 

merger may lessen competition substantially in a relevant market. The revisions 

defme more precisely which efficiencies are attributable to a proposed merger and 
which could be achieved in other ways, clarify what parties must do to 

demonstrate claimed efficiencies, and explain how efficiencies are factored into 

the analysis of the competitive effiects of a merger. 

4. Protocol (Effective March 11, 1998): The Commission, the Department of 

Justice and the National Association of Attorneys General released a "Protocol" of 

how the agencies will conduct joint and coordinated merger investigations to 

miniie the burden on private parties; protect confidential information; 

encourage a close collaboration between federal and state officials in the 

settlement process; and coordinate efforts in the release of information to the news 

media. 

5. A Study of the Commission's Divestiture Process (Released for 

Comments August 6, 1999): The staff report evaluates divestiture orders entered 

between 1990 and 1994 and discusses factors that make divestitures more 

successful. The report, released for public comment, concludes with 

recommendations designed to ensure more effective divestitures in the hture. 
Hart-Scott-Rodino Antitrust Improvements Act 

En forcement 

A. Court Decisions 

None 

B. Consent Orders 

1. * Blackstone Capital Partners II Merchant Banking Fund L.P. 

(March 3 1, 1999): Blackstone and one of its general partners, Howard A. Lipson, 

paid $2,835,000 to settle charges that they failed to file notification before 

acquiring the Prime Succession, Inc. chain of hneral homes. When the 

Blackstone notification and report form was submitted, Mr. Lipson certified the 

filing to be "true, correct and complete". That filing contained no documentation 

relating to the Prime acquisition, later discovered by the antitrust agencies through 

documentation submitted by another filing person in an unrelated transaction. 

Under tern of the settlement, Blackstone will pay $2,785,000; Mr. Lipson will 

pay $50,000. 'This is the fust time HSR civil penalties have been imposed on an 

hdividual for improper certification of an HSR Notification and Report Fom. 

The complaint and settlement were fded in U.S. District Court for the District of 

Columbia by Commission attorneys acting as special attorneys to the U.S. 

Attorney General. 

2. * Harry E. Figgie, Jr. (February 13, 1997): Mr. Figgie agreed to pay a 

$150,000 civil penalty to settle charges that he acquired restricted voting 

securities in Figgie Infemufionul Inc. without notifying the two federal antitrust 

enforcement agencies under the HSR Act. The complaint and settlement were 

filed in U.S. District Court for the District of Columbia by Commission attorneys 

serving as special attorneys to the U.S. Attorney General. 

3. * The Laitram Corporation (April 12, 1999): Input/Output, Inc. and 

The Laitram Corporation each paid $225,000 in civil penalties to settle charges 

that Input/Output merged its operations with Laitram's DigiCOURSE subsidiary 

before observing the statutory waiting period under the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976. According to the complaint, the parties filed 

notification under HSR in October 14, 1998, but InputIOutput began its control 

over DigiCOURSE on October 10, 1998. The complaint and settlement were 

filed in U.S. District Court for the District of Columbia by Commission attorneys 

acting as special attorneys to the U.S. Attorney General. 
4. * Loewen Group Inc and Loewen Group International, Inc (March 

3 1, 1998): Loewen Group and its subsidiary paid a $500,000 civil penalty for 

failure to file a notification and observe the required waiting period with the two 

federal antitrust agencies before acquiring voting securities of Prime Succession, 

Inc., valued at $16 million. The complaint and settlement were filed in U.S. 

District Court for the District of Columbia by Commission attorneys serving as 

Special Attorneys to the U.S. Attorney General. 

5. *Mahle GmbH and Metal Leve S.A. (February 27, 1997): Mahle, a 

German piston manufacturer, and Metal Leve, a Brazilian competitor, agreed to 

pay a record $5.6 million civil penalty for failing to comply with the premerger 

notification and waiting period requirements before Mahle acquired more than a 

50 oercent interest in Metal Leve. The comalaint. filed in the U.S. District Court 

for the District of Columbia by Commission attorneys, alleged that the parties 

knew that the transaction posed serious antitrust concern and consummated the 

deal knowing that'they were violating the provisions of the HSR Act. The civil 

penalty is the largest amount collected for a violation of this type. 

C. 	 Complaints (Complaints filed aspart of a consent agreement 

not listed separately) 

None 

D. Rules and Formal Interpretations 

1. Rules to Ekempt Certain Acquisitions Required by FTC Orders or 

Court Orders. Amendment to Rule 802.70 (Final Rules Effective June 25, 

1998): Amended rule would exempt &om the HSR reporting requirements: (1) 

acquisitions of stock or assets to be divested by a Commission order or any 

federal court in an action brought by the Commission or the Department of 

Justice; and (2) divestitures included in consent agreements that have been 

accepted by the Commission or the Department of Justice. 

2. Limited Liability Companies -Formal Interpretation I5 (Effective 

March 1, 1999): Creation of an LLC which unites two or more independentlyowned business under common control may be subject to the reporting 

requirements of the HSR Act, ifthe size thresholds of the HSR Act are met 

3. Afevits and Certifications - Formal Interpretation I6 (Effective 
September 24, 1999): The number of originally signed and notarized affidavits 

and certificationpages required with each premerger notification filing has been 

changed. Parties were required to submit five original &davits and 

certifications. Under new Formal interpretation 16, only one original and four 

duplicate copies of &davits and certificationpages are now required. 

4. Second Requests Procedures (Effective April 5,2000): Four new 

procedures and initiatives adopted to improve the handling of second request 

investigations issued by the Commission. 

Prior to issuance, all second requests will be reviewed by the senior 

management st& of the Bureau of Competition 

Withinfive business days following the issuance of a second request the 

Bureau of competition and the parties in the proposed transaction will 

conferenceto discuss the competitive issues raised in the proposed 

acquisition 

The Bureau of Competition st& will respond to party requests for 

modifications of the second requests within five business days 

The parties will have recourse to the Commission's general Counsel for 

resolution of second request modification issues not resolved after 

discussionwith staff 

5. Hart-Scoff-RodinoReform (Effective February 1,2001): Significant 

changes in the filing requirements of the Hart-Scott-Rodino Antitrust 

Improvements Act of 1976. 

The size of transaction threshold increases fiom $15 million to over $50 

million. The 15 percent size of transaction threshold is eliminated. 

Transactions valued at more than $200 million will be reportable without 

regard to "size of person". The current size of person test will continue to 

be in place for transactions valued at $200 million or less. 

All dollar thresholds will be adjusted each fucal year, beginning with 

fiscal year 2005, to reflect changes in the gross national product during the 

previous year. 

A tiered fee structure replaces the standard $45,000 filing fee for all 

reportable transactions. Companies will now pay $45,000 for transactions 

valued at less than $100 million, $125,000 for transactions valued at $100 

million to less than $500 million, and $280,000 for transactions valued at 

$500 million or more. 

The length of the waiting period that follows substantial compliance with 

a second request for additional information will become 30 days for most 

transactions (instead of 20 days under the current law). 

Whenever the end of any waiting period falls on a Saturday, Sunday or 

legal holiday, the official end of the waiting period will end on the next 

regular business day. 
E. Other 

1. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Ad of 

1976 (March 25, 1997): Eighteenth Annual Report (Fiscal Year 1995). 

2. Premerger Notifcation Annual Report io Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 

1976 (August 25, 1997). Nineteenth Annual Report (Fiscal Year 1996) 

3. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 

1976 (May 29, 1998): Twentieth Annual Report (Fiscal Year 1997). 

4. Premergm Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 

1976 (March 1999): Twenty-f~st Annual Report (Fiscal Year 1998). 

5. 1999 Premerger Notifcation Source Book (April 1999): A 

compilation of the Hart-Scott-Rodino Rules and Regulations; Federal Register 

Publications; Form Filing laformation; Formal Interpretations; Press Releases; 

Speeches; Annual Report and the 1997 Horizontal Merger Guidelines. The 1999 

Source Book replaces the 1990 version. Available from the U.S. Government 

Printing Office (stock number 01 8-000-00361-9). 

6. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 

1976 (August 18,2000): Twenty-second Annual Report Ojiscal Year 1999). 
Non-Merger Enforcement 

HORIZONTAL ENFORCEMENT 

A. Commission Opinions//lnitial Decisions 

1. International Association of Conference Interpreters (March 14, 

1997): The Commission upheld the administrative complaint and ruled that the 

association had engaged in a decades-long collusive scheme to ftw prices for 

language interpreters. The order, among other things, would bar AIIC from 

creating and distributing fee schedules for interpretation, translation or other 

language services performed in the United States. 

2. Summit Technology and PTSX (February 7,2001): On June 4, 1999 an 

administrative law judge dismissed charges against VISX, a key developer of laser 

eye surgery equipment and technology, known as photorefractive keratectomy 

(PRK). According to the 1998 administrative complaint., VISX and Summit 

Technology, the only two firms legally able to market equipment for PRK, placed 

their competing patents in a patent pool and shared the proceeds each and every 

time a Summit or VISX laser was used. The administrative law judge also 

dismissed charges that VISX acquired a key patent by inequitable conduct and 

fraud on the U.S. Patent and Trademark Office, ruhng that complaint counsel 

failed to present evidence that an act of fraud was committed since information 

was not wilkliy withheld from the patent office. A ha1 order settled the price 

fming allegations in the 1998 complaint. On February 7, 2001, the Commission 

dismissed its complaint after the U.S. patent and Trademark Office issued a 

Reexamination Certificate of U.S. Patent No. 5,108,388. 

B. Court Decisions 

1. California DentaIAssociation (September 5,2000): The Court of 

Appeals for the Nmth Circuit by a vote of 3-0 issued an opinion that the 

Commission failed to prove that the association of dentist in California engaged in 

anticompetitive advertising restrictions under the rule-of-reason analysis. The 

court vacated and remanded the complaint with instructions that the Commission 

dismiss the 1993 administrative complaint against the association. 
C. Authorizations to Seek PreliminaryPermanent Injunctions 

None 

D. Consent Orders 

1. * Abbott Laboratories and Geneva Pharmaceuticals, Inc (Final Orders 

May 22,2000): Abbott and Geneva Pharmaceuticals settled charges that the 

two fm entered into an illegal agreement to stop the marketing and development 

of a competing generic drug. According to the complaint, Abbott, manufacturer 

of Hytrin -the brand name for terazosin HCL, a prescription drug used to treat 

hypertension and benign prostatic hyperplasia, entered into an agreement with 

Geneva Pharmaceuticals whereby Abbott would pay Geneva millions of dollars 

not to market a generic version of Hytrin. The orders barr Abbott and Geneva, 

among other things, from entering into agreements in which a generic company 

agrees with a manufacturer of a branded drug to delay or stop the production of a 

competing drug. This provision remains in effect for a period of ten years. 

2. *Alaska Healthcare Network (Proposed Consent Agreement Accepted 

for public Comment September 6,2000): An association of 86 physicians 

practicing in the Fairbanks, Alaska area agreed to settle charges that the Alaskan 

Healthcare Network illegally formulated a fee schedule based on its members' 

current prices for use in negotiations with third-party payers in an effort to obtain 

higher prices for medical services. 

3. * Asociacion de Farmacias Region de Arecibo (Final Order March 2, 

1999): A pharmacy association in northern Puerto Riw and Ricardo Aivarez 

Class settled charges that they engaged in an illegal boycott in an attempt to obtain 

higher reimbursement rates for pharmacy goods and services under the 

government's managed care plan for the indigent. The consent order prohibits the 

members of the association from engaging in joint negotiations for prices and 

from threatening to boycott or refusing to provide pharmacy services. 

4. * Bertlesmann Music Group, Znc. (Final Order September 6,2000): 

Five distributors of recorded music illegally required retailers to advertise 

compact discs at or above the minimum advertised price (MAP) set by the 

distribution company in exchange for substantial advertising payments for various 

types of media including television, radio, newspaper and signs and banners 

withim the retailers own stores. According to the complaint, large music retailers 

would lose millions of dollars if they refused to follow the MAP policies. As a 

result of this policy the retail prices of CD's increased. Beginning in 1997, 
distributors increased the wholesale prices for CD's, and those wholesale prices 

have continued to rise each year since. Bertlesmann and four other fm, 

UniversalMusic and Video Distribution Corporation and UMGRecordings, Inc., 

Time- Warner Inc., EMIMusic Distribution, and Sony Music Entertainment 

represent approximately 85 percent of all CD's purchased iri the United States. 

5. * Capitol Records, Znc dba "EM1 Music Distribution" (Final Order 

September 6, 2000). Five distributors of recorded music illegally required 

retailers to advertise compact discs at or above the minimum advertised price 

(MAP) set by the distribution company in exchange for substantial advertising 

payments for various types of media including television, radio, newspaper and 

signs and banners within the retailers own stores. According to the complaint, 

large music retailers would lose millions of dollars if they refused to follow the 

MAP policies. As a result of this policy the retail prices of CD's increased. 

Beginniig in 1997, distributors increased the wholesale prices for CD's, and those 

wholesale prices have continued to rise each year since. EMI Music Distribution, 

and four other fm, Bertlesmann UniversalMusic and Video Distribution 

Corporation and W GRecordings, Inc., Time- Warner Inc., and Sony Music 

Entertainment represent approximately 85 percent of all CD's purchased in the 

United States. 

6. * Checkpoint Systems, Znc (Final Consent Order April 6, 1998): 

Checkpoint Systems, hc. and Sensormatic EIectronics Corporation, the two 

largest - marketers of electronic article surveillance svstems used in retail stores to 

prevent shoplifting, agreed to null+ and void the section of their June 1993 

agreement that restricts negative advertising and promotional claims about each 

other's products or services. The consent order also prohibits each fum from 

entering into any agreement that restricts truthful, non-deceptive advertising, 

comparative advertising or promotional and sales activities. 

7. * Chrysler Dealers (Final Order October 22, 1998 - Fair Allocation 

System): An association of 25 automobile dealerships settled charges that they 

agreed to boycott Chrysler if the manufacturer continued to allocate vehicles 

based on total sales. Competing dealers marketed vehicles offering lower prices 

on the Internet and were takig substantial sales from other dealers in the 

Northwest. The consent order prohibits the dealers from threatening to enter into 

any boycott or refusal to deal with any automobile manufacturer or consumer. 

8. * Colegio de Cirujanos Dentistas de Puerto Rico (Final order June 12, 

2000): The dental association with a membership of more than 1800 dentists 

practicing in Puerto Rico agreed not to encourage its members to enter into 

agreements that set or fixed the fees charged or terms and conditions under which 
dentists would deal with health insurance plans or other payers in an attempt to 

obtain higher reimbursement rates for dental services. 

9. * College of Physicians and Surgeons of Puerto Rico (September 29, 

1997): The Commission authorized staff to file a complaint and settlement in 

federal district court to settle allegations that the College and three physician 

groups engaged in an illegal boycott in an effort to coerce the government to make 

price-related changes under Puerto Rico's government-managed care plan for the 

indigent. According to the complaint, filed by the Commission and Puerto Rico's 

Attorney General in the U.S. District Court of Puerto Rico on October 2, 1997, the 

College and physicians engaged in an eight day boycott of all physician services 

for non-emergency patient care, which caused many people to be treated at area 

hospital emergency rooms and forced others to completely forego medical care. 

The proposed settlement would prohibit such practices in the hture and in A . 


addition, the proposed order wili require the college to pay $300,000 to the 

catastrophic hnd administered by the Puerto Rico Department of Health. 

10. * Columbia River Pilots (Final Order March 1, 1999): A consent order 

prohibits iicensed marine pilots in the State of Oregon from imposing 

unreasonable noncompete agreements, allocating customers and engaging in 

exclusive deaiig contracts for the provision of piloting services on the Columbia 

River. 

11. * Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico 

(Final Order February 12, 1999): Dentists in three communities in Puerto Rico 

settled charges that they rehsed to provide dental services under the government's 

managed care plan for the indigent unless they received certain prices. Under the 

terms of the consent order, the dentists are prohibited from jointly boycotting or 

rehsing to deal with any third party payer to obtain higher reimbursement rates 

for dental services. 

12. Detroit Automobile Dealers Association (Final Order June 3, 1997): 

Consent order settles charges against the eleven remaining dealerships in this 

litigated matter. The administrative complaint charged that the association and its 

more than 200 member dealerships and individuals illegally conspired to limit 

their showroom hours in an attempt to restrain competition in the sale of new cars 

in the Detroit area. Certain dealers and associations settled the case in 1994. In 

June 1995, the Commission ruled against the remaining respondents, finding that 

the dealers' agreement harmed consumers by restricting their ability to 

comparison shop and that the dealers were not entitled to the nonstatutory labor 

exemption of the antitrust laws. The order binds the dealerships to the 1995 order 

with one modification; the requirement that the dealerships remain open for a 
minimum number of hours per week for one year has been shortened to the time 

during which the respondents complied with the provision while the matter was 

under appeal. In addition, the Commission determined that the effective date of 

the consent order be construed to be the effective date of the June 1995 decision. 

13. * Ethyl Corporation (Final Consent Order June 16, 1998): The consent 

order settled charges that Ethyl and The Associated Octel Company Ltd. entered 

into an agreement whereby Ethyl agreed to stop manufacturing lead antiknock 

compounds and, in return, Octel agreed to supply Ethyl with a limited volume of 

lead antiknock compounds. The complaint issued with the consent order charged 

that the agreement eliminated competition between the two fnms. Under tern of 

the consent order, Octel must modlfy the agreement with Ethyl to remove price 

and volume restrictions and both fums are prohibited from disclosing to one 

another the prices that they charge their customers. 

14. * Fastline Publication, Znc. (Final Consent Order July 28, 1998): 

Fastlime settled charges that it deprived consumers of the benefits of competition 

among farm equipment dealers when the publisher entered into agreements with 

the dealers to ban price advertising for new equipment in an attempt not to 

disclose those dealers who offered discounted prices. The consent order prohibits 

such practices in the future. 

15. * FMC Corporation andAsahi Chemical Industry Co. Ltd 

(Proposed Consent Agreement Accepted for Public Comment December 21, 

2000): Aproposed consent agreement will settle charges that FMC and Asahi 

Chemical Industry Co. Ltd. of Japan entered into a conspiracy to divide the world 

market for microcrystallime cellulose (MCC), a bider used in making 

pharmaceutical tablets, into two territories. According to the complaint, FMC 

allegedly agreed not to sell the pharmaceutical to customers in Japan or East Asia 

without Asahi Chemical's consent, while Asahi Chemical agreed not to sell the 

pharmaceutical to customers in North America or Europe without the consent of 

FMC. The fmal order would prohibit such behavior in the future and restrict 

FMC from acting as the U.S. distributor for any competing manufacturer of 

microcrystallime cellulose (including Asahi Chemical) for 10 years, and for five 

years FMC would be prohibited from distributing in the United States any other 

product manufactured by Asahi Chemical. 

16. * Geneva Pharmaceuticals (Final Order May 22,2000): Refer to 

discussion under Abbott Laboratories. 

17. * Institutional Pharmacy Network (Final Order August 11, 1998): A 

fmal order prohibits five institutional pharmacies from engaging in any joint price 
negotiation or price agreements for the provision of prescription drugs in an 

attempt to maximize reimbursement rates with managed care organizations. 

18 * M.D. Physicians of Southwesf Louisiana, Znc. (Final Order August 

3 1, 1998) A group of physicians in the area of Lake Charles, Louisiana settled 

charges that they illegally conspired to fm the prices for professional services by 

engaging in joint price negotiations with third-party payers. The final consent 

order prohibits such practices but does allow the MDP to engage in legitimate 

joint conduct. 

19. Mesa County Physicians ZPA (Final Order May 4, 1999): A Colorado 

physicians' organization settled charges issued in an administrative complaint 

alleging that the Mesa County PA conspired with its members to increase prices 

for physician services and thereby prevented third party payers such as preferred 

provider organizations, health maintenance organizations, and employer health 

care purchasing cooperatives from offering alternative health insurance programs 

to consumers in Mesa County. 

20 * Michael T. Berkley, D.C. and Mark A. Cassellius, D.C. (Fiaal 

Order April 11, 2000): A fmal order settled charges that Drs. Michael T. Berkley 

and Mark A. Cassellius conspired to fvc prices for chiropractic services and to 

boycott the Gundersen Lutheran Health Plan in an attempt to obtain higher 

reimbursement for chiropractic services in the La Crosse, Wisconsin area. 

21. * Montana Associated Physicians, Znc. and Billings Physician 

Hospital Alliance, Inc (Final Order January 13, 1997): Consent order 

prohibits Montana Associated and Billings Physician from engaging in any 

agreement with physicians to negotiate or refuse to deal with any health care 

maintenance organization or preferred provider organization and from furing the 

fees charged for physician services. 

22. * Nine West Group Inc. (Final Order April 1 1, 2000): Nine West Group 

Inc. settled charges that it entered into agreements with retailers and coerced other 

retailers into fming the retail prices for their shoes and restricted periods when 

retailers could promote sales at reduced prices. The order prohibits Nine West 

from fming the price at which dealers may advertise, promote or sell any product. 

Nine West is one of the country's largest suppliers of women's shoes. 

23. * North Lake Tahoe Medical Group, Inc. (Final Order July 21, 1999): 

Physicians practicing in the North and South Lake Tahoe areas settled charges that 

they conspired to fm the prices and terms for professional services. The proposed 

consent agreement would prohibit the IPA from engaging in collective 
negotiations to fuc prices, refusing to deal with thud party payers and from 

coercing payers into accepting PA fee schedules and minimum reimbursement 

rates. 

24. * Sensormatic Electronics Corporation (Final Consent Order April 6, 

1998): Refer to the discussion under Checkpoint Systems, Inc., number 2 above. 

25. 

* Sony Music Entertainment (Final Order September 6,2000): Five 

distributors of recorded music illegally required retailers to advertise compact 

discs at or above the minimum advertised price (MAP) set by the distribution 

company in exchange for substantial advertising payments for various types of 

media including television, radio, newspaper and signs and banners within the 

retailers own stores. According to the complaint, large music retailers would lose 

millions of dollars if they refused to follow the MAP policies. As a result of this 

policy the retail prices of CD's increased Beginning in 1997, distributors 

increased the wholesale prices for CD's, and those wholesale prices have 

continued to rise each year since. Sony Music Entertainment and four other firms, 

Bertlesmann, Universal Music and Video Distribution Corporation and WG 

Recordings, Inc., Time-Warner Inc., EWMusic Distribution, and represent 

approximately 85 percent of all CD's purchased in the United States. 

26. * South Lake Tahoe Lodging Association (Final Order October 7, 

1998): Consent order prohibits the association from entering into agreements that 

restrict its members from posting or advertising room rates for lodgings in the 

South Lake Tahoe area of Northern California and Nevada. 

27. * Southern Valley Pool Association (Final Order November 1, 1999): 

A consent order prohibits fourteen Bakersfield, California pool construction 

contractors from entering into any agreement or conspiracy to substantially raise 

and set swimming pool construction prices. The order also prohibits the 

contractors from refusing to deal with owner-builders or home construction 

contractors or developers. 

28. * Stone Container Corporalion (Final Consent Order May 18, 1998): 

Consent order prohibits Stone Container from manipulating the market for 

linerhoard, a cormgated box component, to effect future price increases; 

encouraging its competitors to support a coordinated price increase in the 

industry; and engaging in other joint pricing actions that involve thud-party sales 

in the market. 
29. Summit Technology, Inc (Final Order February 23, 1999): Summit 

Technology and VISX, Inc., two ophthalmic laser manufacturers, settled charges 

that they fvred prices by establishiiog a patent pool to share their proceeds. The 

consent order prohibits each firm from engaging in any price fvting practices and 

from restricting each other's sales or licensing of their photorekactive kertectomy, 

eye surgery that uses lasers to correct vision. 

30. * TamSurgeons, P.A. (Fiinal Order May 18,2000): General surgeons 

and six competing general surgery practice groups in the Austin, Texas area 

settled charges that they collectively rehsed to deal with two health plans, forcing 

the plans to accept the surgeons' demands to raise surgical rates. 

3 1. * Time Warner, Inc (Final Order September 6, 2000): Five distributors 

of recorded music illegally required retailers to advertise compact discs at or 

above the minimum advertised price (MAF') set by the distribution company in 

exchange for substantial advertising payments for various types of media 

including television, radio, newspaper and signs and banners within the retailers 

own stores. According to the complaint, large music retailers would lose millions 

of dollars if they refksed to follow the MAP policies. As a result of this policy the 

retail prices of CD's increased. Beginning in 1997, distributors increased the 

wholesaleprices for CD's, and those wholesale prices have continued to rise each 

year since. Time-Warner Inc. and four other fums, Bertlesmann, UniversaIMusic 

and Video Distribution Corporation and UMG Recordings, Inc., Eh47 Music 

Distribution, and Sony Music Entertainment represent approximately 85 percent 

of all CD's purchased in the United States. 

32. * Universal Music and Video Distribution Corporation and UMG 

Recordings, Inc (Final Order September 6, 2000): Five distributors of 

recorded music illegally required retailers to advertise compact discs at or above 

the minimum advertised price (MAP) set by the distribution company in exchange 

for substantial advertising payments for various types of media including 

television, radio, newspaper and signs and banners withii the retailers own stores 

According to the complaint, large music retailers would lose millions of dollars if 

they rehsed to follow the MAP policies. As a result of this policy the retail prices 

of CD's increased. Beginning in 1997, distributors increased the wholesale prices 

for CD's, and those wholesale prices have continued to rise each year since. 

Universal Music and Video Distribution and four other fms, Bertlesmann,, 

Time- Warner Inc., musicDistribution, and Sony Music Entertainment 

represent approximately 85 percent of all CD's purchased in the United States. 

33. * Urological Stone Surgeons, Inc. and Parkside Kidney Stone 

Centers (Final Order April 6, 1998): Consent order settles allegations that 
Urological Stone Surgeons, Parkside Kidney Stone Centers, Urological Services, 

Ltd and two physicians engaged in a price-furing conspiracy to raise the price for 

professional urologist services for lithotripsy procedures in the Chicago 

metropolitan area The complaint alleges that the parties agreed to use a common 

billing agent, established a uniform fee for lithotripsy services, prepared and 

distributed fee schedules, and negotiated contracts with third party payers on 

behalf of all urologists using the Parkside facility The consent order prohibits 

such practices in the hture and requires the patties to notlfy the Commission at 

least 45 days before forming or participating in an integrated joint venture to 

provide lithotripsy professional services. 

34. * Wisconsin Chiropractic Association (Final Order May 18,2000): 

The Wisconsin Chiropractic Association and its executive director, Russell A. 

Leonard, settled charges that they conspired to fur the prices for chiropractic 

goods and services and to boycott thud party payers in an attempt to obtain higher 

reimbursement rates for services and contracts in the La Crosse, Wisconsin area. 

E. Complaints 

1. * Hoechst Marion Roussel (March 16,2000): An adminiitrative 

complaint charged that Hoechst Marion Roussel (recently renamed Aventis as a 

result of the merger between Hoechst AG and Rhone-Poulenc S.A.), the 

manufacturer of Cardizem CD, a once-a-day diltiazem drug product used in the 

treatment of hypertension and angina, agreed to pay Andrx Corporation millions 

of dollars not to market and distribute a generic version of Cardizem CD. 

According to the complaint, Hoechst and Andrx conspired to create a monopoly 

in the market for diltiazem. 

2. * Mesa County Physicians Independent Practice Association (May 

12, 1997): An administrative complaint alleged that the Mesa County Physicians 

IPA conspired to f~ the prices for physician services and encouraged its member 

physicians not to deal with certain health insurance companies or other thud party 

payers. A 1999 consent order settled all charges in the administrative complaint 

3. * Summit Technology, Inc. and VISX, Inc (March 24, 1998): An 

administrative complaint alleged that Summit and VISX, the only two fums that 

market laser equipment for vision correcting eye surgery, engaged in a price furing 

conspiracy that eliminated price competition and product expansion through the 

establishment of a patent pool, to which each fum contributed a patent, and then 

shared in the proceeds each time a Summit or VISX laser was used. A consent 

order settled charges under Counts I and I1 of the complaint Administrative 
hearings were held on Count 111. 

E: Other 

Policy Statements 

1. Midwest Gas Price Investigation (Interim report t~Congress announced 

July 28, 2000): Report discusses factors that may have led to the proce spikes of 

reformulated gasoline in the Midwest region of the United States. The 

Commission investigation is being coordinated with Attorneys General in 

Wisconsin, Illinois, Michigan, Ohio, Indiana, Missouri, Iowa, Minnesota, 

Kentucky, South Dakota, and West Virginia 

Commission Studies 

1. Generic Drugs (Announced October 11,2000): Commission proposes to 

conduct a study of generic drug competition to study the business relationships 

between brand-name and generic drug manufacturers to ensure that agreements 

between the two do not delay competition from generic versions of patentprotected drugs. 

Advisory Opinions 

1. Northeast Pharmacy Service Corporation (July 27,2000): Network of 

independent pharmacies in Massachusetts and Connecticut offering a package of 

medication-related patient care service. 

2. BJC Health System (November 9, 1999): Sale of pharmaceutical by nonprofit hospital system to the system's employees, &liated managed care program 

enrollees, home care subsidiary 

3. Orange Pharmacy Equitable Network (May 19, 1999): Network of 

retail pharmacies and pharmacists offering drug product distribution and disease 

management services. 

4. Wesley Health Care Center, Inc (April 29, 1999): Sale of 

pharmaceutical by non-profit skilled nursing facility to volunteers working at the 

facility. 
5. Associates in Neurology (August 13, 1998): Eleven independent Los 

Angeles neurologists plan to establish a provider association to provide in-office 

services and hospital visits on a capitated basis. 

6. Phoenix Medical Network, Znc. (May 20, 1998): Network of physicians 

in Erie, Pennsylvania to provide medical services for a percentage of the insurance 

premiums collected by the payers. 

7. Alliance oflndependent Medical Services, LLC (December 22, 1997): 

Network of ambulance and ambuiette services providers formed to contract for 

transportation services with third party payers. 

8. Direct Marketing Association (October 14, 1997). Staffadvised that the 

association could require its members to (I) honor requests from consumers that 

direct marketers not contact them. (2) disclose to consumers how their members .\, 

sell personal information about those consumers, and (3) honor consumers' 

requests that the members not sell or transfer their personal information. 

9. New Jersey Pharmacists Association (August 12, 1997): Pharmacist 

network offering health education and monitoring services to diabetes and asthma 

patients. 

10. First Look, LL C. (June 19, 1997): Network of optical firms organized 

to respond to requests for proposals for employer contracts for optical and vision 

services. 

11. Yellowstone Physicians, LLC (May 17, 1997): Multispecialty physician 

network joint venture fonhed to contract with third pary payers. 

12. Foundation for the Accreditation of Hematopoietic Cell (April 18, 

1997): Standard-setting and accreditation program for organizations involved in 

medical or laboratory practice related to hematopoietic progenitor cell therapy. 

13. Henry County Memorial Hospital (April 10, 1997): Sales of 

pharmaceuticals by non-profit hospital to patients of the hospital's PHO 

14. Ohio Ambulance Network (January 23, 1997): Network of ambulance 

and ambulate services providers formed to contract for transportation services 

with third party payers. 

15. Mobile Health Resources (January 23, 1997): Network of ambulance 

companies formed to contract for transportation services with third party payers. 
16. Southwest Florida Oral Surgery Associates (December 2, 1996): 

Cooperative of oral and maxillofacial surgery practices formed to jointly market 

services to third party payers. 

17. North Ottawa Community Hospital (October 22, 1996): Sales of 

pharmaceuticals by non-profit hospital to ~n~liated, non-profit hospice. 

18. Business Health Conzpanies, Znc (October 18, 1996): Survey of 

hospital prices by third party consultant. 

19. North Mississippi Health Services (October 3, 1996): Sales of 

pharmaceuticals by non-profit medical center to retired employees. 

Workshops 

1. Slotting Allowances (May 3 1; and June 1,2000): Commission held two 

public workshops on "Slotting Allowances" -lump sum, up-front payments that 

food manufacturers pay to get new products placed on supermarket shelves. The 

workshop provides manufacturers, retailers and other interested persons who have 

had actual-hands on experience with grocery marketing practices witb a forum to 

discuss the nature of slotting allowances to assess whether they raise competitive 

concerns. 
WRTICAL ENFORCEMENT 


A. Commission Opinions/llnitial Decisions 

1. Toys "R" Us (Commission Decision November I 1,2000 - Final Order. 

October 14, 1998; Initial Decision September 30, 1997): An Administrative Law 

Judge issued an initial decision that, if made fml, would prohibit Toys "R" Us 

from entering into agreements with toy manufacturers and others that result in 

restrictions on sales to warehouse clubs. TRU threatened to stop buying products 

that were sold to warehouse clubs, which resulted in major toy makers halting the 

sale of certain products to clubs. The KJ found that these practices reduced 

competition and led to higher toy prices. The initial decision would prohibit the 

toy chain from entering into any agreement with a supplier to restrict sales to any 

toy discounter; from facilitating agreements among suppliers that would Sit 

sales to any retailer; and for five years, from refising to or announcing it will 

refuse to pruchase from a supplier because the supplier sells to a toy discounter. 

On October 14, 1998 the Commission issued its decision that Toys R Us had 

orchestrated horizontal and vertical agreements with and among toy 

manufacturers to restrict the availability of popular toys to warebouse clubs. On 

December 7, 1998, Toys R Us filed a notice of appeal in the U.S. District Court 

for the Seventh Circuit. Complaint upheld by Seventh Circuit Court of Appeals. 

B. Court Decisions 

1. Toys R Us (August 1,2000): The United States Court of Appeals for the 

Seventh Circuit unanimously &med the 1998 Commission decision. The Court 

found that the nation's largest toy retailer engaged in horizontal and vertical 

agreements with and among toy manufacturers to restrict the availability of 

popular toys to warehouse clubs. 

C. Authorization to Seek Preliminary/Permanent Injunctions 

1. * Mylan Laboratories, Znc. (December 22, 1998): Complaint filed in the 

U.S. District Court for the District ofColumbia charged Mylan with restraint of 

trade, monopolization and conspiracy to monopolie the market for two generic 

d~gsused to treat anxiety, lorazepam and clorazepate, through exclusive dealiig 

arrangements. The complaint seeks consumer redress of at least $120 million and 

to enjoin the alleged illegal exclusive licensing agreements. Federal District 

Court Judge Hogan released a 46 page decision upholding the Commission's 

authority to seek restitution in antitrust injunction actions under Section 13(b) of 
the Federal Trade Commission Act. November 29,2000: Commission approved a 

$100 million settlement-the largest monetary settlement in Commission history. 

The settlement would settle Commission concerns that Mylan, Gyma laboratories 

of America, Inc., Cambrex Corporation and Profarmaco S.R.L.conspired to deny 

Mylan's competitors ingredients necessary to manufacture lorazepam and 

clorazepate. Upon approval of the proposed settlement by the federal district 

court, Mylan will pay the money into a fhd for distribution to injured consumers 

who paid the increased prices and state agencies, including Medicaid programs, 

that purchased the drugs while the illegal agreements were in effect. 

D. Consent Orders 

1. * American Cyanamid (Final Order May 12, 1997): The final consent 

order settles charges that American Cyanamid entered into written agreements 

with its retail dealers to offer substantial rebates to dealers who sold the 

company's agricultural chemical products at or above specified minimum resale 

prices. The order prohibits American Cyanamid from conditioning the payment 

of rebates or other promotionals on the resale prices its dealers charge for its 

products. 

2. Hale Products, Znc. (Final Order November 25, 1997). Hale and 

Waterous Company, Inc agreed to settle charges that for more than 50 years they 

sold fire pumps on an exclusive basis to fue truck manufacturers in an attempt to 

allocate the customers each would serve, thereby makmg it more dficult for 

other pump makers to enter the market The two consent orders prohibit each 

company from enforcing any requirement that f~e truck manufacturers refrain 

from purchasing mid-ship mounted fue pumps from any other company, or that 

they purchase or sell only the relevant Hale or Waterous pumps 

3. * McCormick & Company (Final Order April 27,2000): McCormick & 

Company agreed to settle charges that it violated the Robinson-Patman Act when 

the firm charged some retailers higher net prices for its spice and seasoning 

products than it charged other retailers. According to the complaint, McCormick, 

the world's largest spice company, offered its products to some retailers at 

substantial discounts using a variety of different discounting schemes, such as 

slotting allowances, free goods, off-invoice discounts and cash rebates. The order 

prohibits McCormick from engaging in price discrimmation and from selling its 

products to any purchaser at a net price higher than McCormick charged the 

purchaser's competitor. 
4 Whterous Company, Inc. (Fmal Order November 22, 1997): Waterous and 

Hale Products, Inc agreed to settle charges that for more than 50 years they sold fue 

pumps on an exclusive basis to fue truck manufacturers in an attempt to allocate the 

customers each would serve, thereby making it more difficult for other pump makers to 

enter the market. The two consent orders prohibit each company from enforcing any 

requirement that fue truck manufacturers refrain from purchasing mid-ship mounted fue 

pumps from any other company, or that they purchase or sell only the relevant Waterous 

or Hale pumps. 

E. Complaints 

1. * Intel Corporation (July 8, 1998): An administrative complaint charged 

that Intel Corporation used its monopoly power to deny three companies 

continuing access to technical information necessary to develop computer systems 

based on Intel microprocessors. A consent order (August 3, 1999) prohibits Intel, 

among other things, from withholding certain advance technical information from 

a customer as a means of intellectual property licenses. The order protects Intel's 

rights to withhold its information or microprocessors for legitimate business 

reasons. 

F. Other 

None 
SIhGLE FIRM ENFORCEMENT 

A. Commission OpinionstInitial Decisions 

None 

B. Courl Decisions 

None 

C. Consent Orders 

None 

D. Complaints 

None 

E. Other 

None 
ZK International Activities 

As economies across the globe continue to become increasingly interconnected, our antitrust 

policies have evolved to meet the challenge of globalization. This has developed through 

bilateral cooperation, both through intergovernmental agreements and on individual cases, 

participation in multilateral, and the provision of technical assistance. 

1. Bilateral Cooperation. The FTC cooperates routinely with many foreign 

antitrust agencies to enforce the antitrust laws in cases in which the parties and the 

effects of their conduct may be subject to scrutiny in foreign countries as well as 

well as in the United States. For example, in major transnational mergers such as 

AOL/Tie-Warner, Time-Warner/EMI, BoeingMughes, Exxon/Mobil, and 

AstraZeneca/Novartis, as well as in non-merger matters such as Covisint, our staff 

has worked closely with that of the European Commission and other foreign 

antitrust authorities to coordinate our analyses and remedies. We believe this has 

produced substantial benefits, both in particular cases and in fostering substantive 

and procedural convergence, for the agencies and the parties. 

Along with the Department of Justice, the Commission has formalized our 

cooperative relationships by entering into inter-governmental agreements, 

including, most recently, a cooperation agreement - with Mexico in July 2000. We

hope to enter into an enhancedagreement on positive comity with Canada, along 

the lines of our 1998 agreement with the European Community, in the near fiiture. 

FTC, DOJ, and the European Commission staff also participate in a Mergers 

Working Group to pursue Wer convergence - the Working Group has already 

mad progress in the area of remedies, and will be exploring other subjects in the 

coming year 

2. International Fora. The Commission participates in international 

organizations, such as the Organization for Economic Cooperation and 

Development (OECD), the World Trade Organization (WTO), NAFTA, and the 

Asia Pacific Economic Cooperation (APEC), to promote competition policies and 

enforcement practices that can benefit all member countries and are consistent 

with the goals of maintaining competition and open markets and enhancing 

consumer welfare. We are also exploring ways in which the proposed Global 

Competition Initiative ("GCI") can deal with the challenges that continuing 

globalization poses for competition policy. We participate in the Negotiating 

Group on competition Policy in the Free Trade Area of the Americas negotiation 

which is considering the role of competition policy in a hemispheric free trade 

agreement, and are involved in negotiating possible competition provisions in new 

Free Trade Agreements with Singapore and Chile. 

OECD. We are active participants in the OECD's efforts to promote sound 
competition policy, including in dealmg with the issues posed to enforcers and 

parties involved in multi-jurisdictional mergers. We are also participating in the 

OECD's in-depth review of members' experiences with regulatory reform 

process, and look forward to the upcoming OECD Global Forum which will 

include significant participation by non-members including developing countries. 

WTO. In 1996, the WTO established a working group to study the interaction 

between trade and competition policies. This has been a valuable educative 

process, especially given the broad and diverse membership of the WTO. We 

look forward to continuing to contribute to the work of this group in building a 

worldwide culture of competition, while resisting what we believe are premature 

and ill-advised initiatives to enact multilateral competition rules in the WTO 

GCI. Initially recommended by ICPAC, the proposed GCI has generated interest 

on the part of governments, bar groups, and international organizations. The FTC 

is participating in the ongoing dialogue to explore the organization and role of a 

GCI in dealing with the international antitrust agenda. 

3. Technical Assistance. The increasing acceptance of the benefits of open 

markets has been accompanied by a proliferation of new competition laws. With 

the help of fimding from the United States Agency for International Development 

and international organizations, the FTC along with the Department of Justice 

continues to undertake short and long-term projects to assist nascent antitrust 

enforcement agencies in Central and Eastern Europe, the former Soviet Union, 

Latin America, Asia, and Africa in designing and implementing sound antitrust 

policies. 

V. Competition Speeches 

1. "The Evolving Approach to Merger Remedies" (May 2000) Richard 

G. Parker, Bureau Director and David a. Balto, Assistant Director, article 

published in Antitrust Report. 

2. "Report from the Bureau of Competition" (April 7,2000) American 

Bar association sprimg Meeting 2000. 

3. "Emerging Antitrust Issues in Electronic Commerce" (November 

12, 1999): David A. Balto, Assistant Director, Antitrust Institute, Distribution 

Practices: Antitrust Counseling in the New Millennium, Columbus, Ohio. 

4. "Global Merger Enforcement" (September 28, 1999): Richard G 
Parker, Bureau Director, International Bar Association, Barcelona, Spain. 

5. 'LEnforcement Cooperation Among Antitrust Authorities" (May 

19, 1999): John J. Parisi, IBC UK Conferences Sixth Annual London Conference 

on BC Competition Law. 

6. "Report from the Bureau of Competition" (April 15, 1999): William 

.I.Baer, Bureau Director, ABA Spring Meeting, Washington, DC. 

7. "Antitrust Enforcement and High Technology Markets" 

(November 12, 1998): William J. Baer, Bureau Director, American Bar 

Association, Sections of Business Law, Litigation, and Tort and Insurance 

Practice, San Francisco, California. 

8. "Report from the Bureau of Competition" (April 2, 1998): William J. 

Baer, Bureau Director, American Bar Association, Antitrust Section Spring 

Meeting 1998, Federal Trade Commission, Washington, DC. 

9. "FTC Perspectives on Competition Policy and Enforcement Initiatives in 

Electric Power7' (December 4, 1997): William J. Baer, Bureau Director, 

Conference on The New Rules of the Game for Electric Power: Antitrust & 

Anticompetitive Behavior, Washington, DC. 

10. "New Myths and Old Realities: Perspectives on Recent Developments 

in Antitrust Enforcement* (November 17, 1997): William J. Baer, Bureau 

Director, Bar Association of the City of New York, New York, NY. 

11. "Government Enforcement and Guidance in Health Care Antitrust: 

Maintaining the Balance" (August 5, 1997): Robert Leibenlufi, Assistant 

Director, American Bar Association 1997 Annual Meeting. 

12. "Report from the Bureau of Competition" (April 9-10, 1997): William J 

Baer, Bureau Director, American Bar Association, Antitrust Section, Spring 

Meeting 1997, FTC and Clayton Act Committees, Washion, DC. 

13. "Merger Remedies" (April 10, 1997): George S. Cary, Senior Deputy 

Director, American Bar Association, Antitrust Section, Spring Meeting 1997, 

Washington, D.C. 

14. "Overview of the Advisory Opinion Process at the Federal Trade 

Commission" (February 13-14, 1997): Judith A. Moreland, Staff Attorney, 

National Health Lawyers Association Antitrust in the Health Care Field, 

Washington, DC. 
15. "The Convergence of International Competition Regimes -- The 

European Union: Prospects & Challenges, International Antitrust 

Cooperation" (February 28, 1997): William J. Baer, Bureau Director, 

Management Centre Europe, Rue de I'Aqueduc 118, B-1050 Brussels, Belgium. 

16. "Distribution & Marketing -Federal Enforcement: Federal Trade 

Commission" (February 7, 1997): William J. Baer, Bureau Director, PLI's 37th 

Annual Advanced Antitrust Workshop, Beverly Hills, CA. 

17. "International Antitrust Cooperation & Current Enforcement Issues -- Issues of Interest Arising from the FTC's Global Competition Hearings" 

(January 26 - 28, 1997). William J. Baer, Bureau Director, ABA Antitrust 

Section's Midwinter Leadership Meeting, Kona, HA 

18. "Competition and Market Power in a Restructured Industry and the 

Effects of Mergers on Consumers" (December 10, 1996): William J. Baer, 

Bureau Director, Consumer Energy Council of America Research Foundation, 

Washington, DC. 

19. "The Changing Nature of Competition: An Antitrust Policy Institute - 'Competition and Efliciencies"' (November 7, 1996): William J. Baer, Bureau 

Director, The Section of Antitrust Law of the American Bar Association, 

Washington, DC. 

20. "Reflections on 20 Years of Merger Enforcement under the Hart-ScottRodino Act" (October 29, 1996; October 24, 1996 ): William J. Baer, Bureau 

Director, The Conference Board, Washington, DC; and The 35tb Annual 

Corporate Counsel Institute, Northwestern University School of Law, Corporate 

Law Center, San Francisco, CA 

21. "Current Issues in Health Care Antitrust Enforcement of the Federal 

Trade Commission" (October 24, 1996): William J. Baer, Bureau Director, 

American Bar Association, Antitrust and Health Care: New Approaches and 

Challenges, Omni Royal Orleans, New Orleans, LA. 

22. "Antitrust 1997: A Briefing for Corporate Counsel" (October 21, 1996): 

William J. Baer, Bureau Director, Business Development Associates/Federal Bar 

Association Program, Washiion, DC. 
VI. Statistics 

Enforcement StatisticsZ 


Federal Trade Commission 


Bureau of Competition 


Fiscal Year 1997 - March 15,2001 


Merger Enforcement 

Preliminary Injunctions Authorized 10 

Part 111 Administrative Complaints 2 

Part I1 Consents 89 

Civil Penalty Actions 11 

(g)(l) Actions 5 

Other 6 

Transactions Abandoned after 37 

Second Request Issued 

Total Merger Actions 159 

Non-merger Enforcement 

Part I11 Administrative Complaints 4 

Part 11 Consents 33 

Civil Penalty Actions 0 

Prelin~imary/Pemanent Injunctions I 

Total Non-Merger Actions 37 

To avoid double counting. this chart includes onlv those enforcement actions -, 

(preliminary injunctions, Part I1 consents placed on the public record for comment, Part ID 

administrative complaints, and civil penalty actions) in which the Commission took its first 

public action during the period. 
Merger Cases 

Fiscal Year 1997 - March 15,2001 

Proposed Consent Agreements Accepted for Co~nment 

ABB 

Agrium, Inc. 

Albertson 's Inc. (American Stores) 

Albertson 's Inc. puttrey) 

American Home Products 

AmericanOnline, Inc. 

Associated Octel Company Limited 

Autodesk, Inc. 

Eater International Inc. 

Boeing Company, 7he (Hughes Space and Communications) 

Boeing Company, 7he (Rockwell International Corporation) 

British Petroleum Companyp.1.c. (Amoco) 

Cablevision Systems Corp. 

Cadence Design Sysiems, Inc. 

Ceridian Corporation 

Ciba-Geigy Limited 

CUS Energy Corp. 

Commonwealth Land Title Insurance Company 

Compu fer Sciences Corporation 

Cooperative Computing, Inc. 

CUC International, Inc. 

CVS Corporation 

Degussa Corporation 

Delhaize Freres el cie "Le Lion" S.A. 

Dominion Resources, Inc. 

Dow Chemical Company (Union Carbide Corporation) 

Dow Chemical Company (Sentrachem Limited) 

Duke Energy Corporation 

Dwight's Energyahta, Inc. 

El Paro Energy Corporation (PG&E) 

El Paso Energy Corporation (Coastal Corporation) 

El Paso Energy Corporation (Sonai Inc.) 

&on Corporation (Mobil) 

&on Corporation (Royal Dutch Shell) 

Federal-Mogul Corporation 

Fideliry Nafional Financial 
Merger Cases 

Fiscal Year 1997 - March 15,2001 

FUC Corporation 

General Mills, Inc. 

Global Industrial Technologies, Inc. 

Guinness PLC 

Hoechst AG 

Insilco Corporation 

Intel Corporation (Digital Equipmend 

J.C. Penney Company (Eckerd Corporation) 

J.C. Penney Company (Rite Aid Corporation) 

Jitney-Jungle Stores of America, Inc. 

Koch Industries, Inc. 

Koninklijke Ahold NV (Giant Food) 

Kroger Company (Fred Meyer Sfores, Inc.) 

Kroger Company (John C. Groub Company) 

LaFarge Corporafion 

Landamerica Financial Group, Inc. 

MacDermid, Inc. 

Mahle GmbH 

Manheim Auctions, Inc. 

Medfronic, Inc. (Avecor) 

Medfronic, Inc. (Physio-Controls) 

Merck and Co., Inc. 

Nortek, Inc. 

Novarfis AG 

Pac13Corp 

P$zer Inc. 

Philip Morris Companies (Nabisco Holdings) 

Phillips Petroleum Company (XiRPipeline) 

Precision Castparts Corporation 

Providenf Companies, Inc. 

Quexco Inc. 

Reckitt & Colman 

RHI AG 

Rhodia, Donau Chemie 

Roche Holdings Lid 

Rohm & Haas Company 

S.C. Johnson & Son, Inc. 


Service Corporation international (Equiryl 


Service Corporation International (La Grone) 


Shaw 's Supermarkets, Inc. 

Merger Cases 

Fiscal Year 1997 - March 15,2001 

Shell Oil Company (Coastal) 


Shell Oil Company (Texaco) 


Sky Chef, Inc. 


SmithKline Beecham plc 


SNA S.p.A. 


Tenet Healthcare Corporation 


TRWInc. 


Tyco International, ltd 


Valspar Corporation 


?'NUN. l? 


Williams Companies 


Winn-Dixie Stores, Inc. 


Zeneca Group PLC 


Preliminary Injunctions Authorized 

BP Amoco p. I. c. 

Cardinal Health Inc. 

Conso International Corporation 

H.J; Heinz Company 

Doger Company (Winn-Dixie) 

McKesson Corporation 

Mediq Inc. 

Staples Inc. 

Swedish Match AB 

Tenet Healthcare Corporation 

Part ZZZAdministrative Complaints 

Automatic Data Processing, Inc. 

Monier Lifetile 
Merger Cases 

Fiscal Year 1997 - March 15,2001 

Civil Penalw Actions 

Section 7A (g)(l) 

Blackstone Capital Partners I1 Merchant Banking Fund L.P. and Howard A. Lipson 

Hany E. Figgie, Jr. 

Laitram Corporation 

Loewen Group Inc. and Loewn Group International 

Mahle GmbH 

Section 7A (g)(Z) 


none 


Order Vlolations 


Boston Scien fific Corporation 


Columbia/HCA Healthcare Corporation 


CVS Corporation 


Red Apple Companies, Inc. 


Rite Aid Corporation 


Schmck Markets, Inc. 

Non-Merger Cases 

Fiscal Year 1997- March 15,2001 

Proposed Consent Agreements Accepted for Comment 

Abbott Laboratories 

Alaska Healthcare Network 

American Cyanamid 

Asociacion de Farmacias Region de Arecibo 

Bertlesmann Music Group, Inc. 

Capitol Recorh, Inc. (EMIMusic Distribution) 

Checkpoint Systems, Inc. 

Chrysler Dealers 

Colegiode Cimjanos Dentistas de PR 

College of Physicians and Surgeons in Puerfo RICO 

Columbia River Pilots Association 

Dentists ofJuana Diaz, Coamo 

Ethyl Corporation 

Fasfline Publications 

FMC Corporation 

Geneva Pharmaceuticals 

Institutional Pharmacy Network 

Mark A. Cassellius, D.C. andMichael T.Berkley, D.C. 

McCormick & Company 

MD. Physician of Southeast Louisiana, Inc. 

MT Associated Physicians, Inc. 

Nine West Group Inc. 

North Lake Tahoe Medical Group, Inc. 

Sensormafic Electronics Corporation 

Sony Music Entertainment 

South Lake Tahoe Lodging Association 

Southern Valley Pool Association 

Stone Container Corporation 

Texas Surgeons 

Time Warner 

Universal Music 

Urological Stone Surgeons, Inc. 

Wisconsin Chiropractic Association 
Non-Merger Cases 

Fiscal Year 1997 - March 15,2001 

Part IIIAdministrative Complaints 

Hoechst Marion Roussel 

Intel Corporation 

Mesa Couniy Physicians IPA 

Summit Technologv, Inc. and VISX,Inc. 

Civil Penalty Actions 

None 

Preliminary/Permanent Injunctions 

Mylan Laboratories, Inc. 
INDEX of CASES and SUBJECTS 

Pwcal Year 1997 through March 15,2001) 

ABB 1 

Abbott Laboratories 32 

Advisory Opinions 40 

Agnum, Inc. 

Alaska Healthcare Network 32 

Albertson's, Inc. 1 2 

Alliance of Independent Medical Services 41 

American Cyanamid 44 

American Home Products Corporation 2 

AmericaOnline, Inc. 2 

Asociacion deFarmacias Region de Arecibo 32 

Associated Octel Company 2 

Associates in Neurology 41 

Autodesk, Inc. 2 

Automatic Data Processing 24 

Baxter International Inc. 3 

Bertlesmann Music Group 32 

BJC Health System 40 

Blackstone Capital Partners LI Merchant Bankiig Fund L.P. 27 

Blodgett Memorial Medical 21 24 

Boeing Company, The 3 

Boston Scientific Corporation 22 

BP Amoco p.1.c. 3 19 

British Petroleum Company p.1.c. 4 

Business Health Companies, Inc. 42 

Business-to-Business 25 

Cablevision Systems Corp. 4 

Cadence Design Systems, Inc. 4 

California Dental Association 33 

Capitol Records, Inc. 33 

Cardinal Health Inc. 19 

Castle Harlan Partners, I1 L.P. 4 

Ceridian Corporation 4 

Checkpoint Systems, Inc. 33 

Cbrysler Dealers 33 

Ciba-Geigy Limited 5 

Clayton Act -- Section 8 25 

CMS Energy Corporation 5 

Colegio de Cirujanos Dentistas de PR 33 
INDEX of CASES and SUBJECTS 

(Fiscal Pear 1997 through March IS, 2001) 

College of Physicians and Surgeons in Puerto Rico 34 

Columbia/HCA Healthcare Corporation 22 

Columbia River Pilots 34 

Columbine Family Health Center 42 

Commonwealth Land Title Insurance Company 5 

Computer Sciences Corp. 5 

Conso International Corn. 

Cooperative Computing, Inc. 5 

Council of Fashion Designers - of America 3 5

CUC International, Inc. 6 

CVS Corporation 6 22 

Degussa Corporation 6 

Delhaize Freres et cie :Le Lion" S.A. 6 

Dentists of Juana Diaz, Cuamo 34 

Detroit Automobile Dealers Association 34 

Direct Marketing Association 41 

Divestiture Study 26 

Dominion Resources, Inc. 6 

Dow Chemical Company 7 

Duke Energy Corp. 7 

Dwight's Energydata, Inc. 7 

El Paso Energy Corporation 6 7 

EM1 Music Distribution 33 

Ethyl Corporation 35 

Exxon corporation 7 

Fastiine Publications 35 

Federal-Mogul Corporation 7 

Fidelity National Financial 7 

First Look L.L.C. 41 

FMC Corporation 7 35 

Foundation for the Accreditation of Hematopoietic Cell 41 

Fresenius A.G. 8 

General Mills, Inc. 8 

Generic Drugs 40 

Geneva Pharmaceuticals 35 

Global Industrial Technologies, Inc. 8 

Guinness PLC 8 

Hale Products 44 

Hany E. Figgie, Jr. 27 

Hart-Scott-Rodino Reform 29 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1997 through March IS, 2001) 

Healthcare 

1996 Statements of Antitrust Enforcement Policy in Health Care 40 

Henry County Memorial Hospital 41 

H.J. Heinz Company 19 22 24 

Hoechst AG 9 

Hoechst Marion Roussel 39 

Horizontal Merger Guidelines 25 

Insilco Corporation 9 

Institutional Pharmacy Network 35 

Intel Corporation 10 45 

International Activities 47 

International Association of Conference Interpreters 3 1 

J.C. Penney Company 10 

Jitney-Jungle Stores of America, Inc. 10 

Koch Industries, Inc. 10 

Koninklijke Ahold NV 11 

Kroger Company 11 20 

LaFarge SA 11 

Laitram Corporation 27 

Landamerica Financial Group, Inc. 1 1 

Loewen Group and Loewen Group International 

MacDermid, Inc. 11 

Mack A. Cassellius, D.C. 36 

Mahle GmbH 12 28 

Manheim Auctions, Inc. 12 

McCormick & Company 44 

McKesson Corporation 20 

M.D. Physicians of Southwest Louisiana 36 

Mediq Inc. 20 

Medtronic, Inc. 12 

Merck and Co., Inc. 12 

Mesa County Physicians IPA 36 39 

Michael T. Berkiey, D.C. 36 

Midwest Gas Price Investigation 40 

Mobile Health Resources 41 

Monier Lifetile LLC 24 

Montana Associated Physicians, Inc. 36 

Mylan Laboratories, Inc. 43 

New Jersey Pharmacists 41 

NGC Corporation 13 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1997 through March 15, 2001) 

Nine West Group Inc. 36 


Nortek, Inc. 13 


Northeast Pharmacy Service 40 


North Mississippi Health Services 42 


North Lake Tahoe Medical Group, Inc. 36 


North Ottawa Community Hospital 42 


Novartis AG 13 


Ohio Ambulance Network 41 


Orange Pharmacy Equitable Network 40 


PacifiCorp 13 


Pfzer Inc. 13 


Philip Morris Companies 13 


Phillips Petroleum Company 13 14 


Phoenix Medical Network, Inc. 41 


Precision Castparts Corporation 14 


Premerger Notification 27 


Annual Reports 30 


Premerger Source Book 30 


Rules and Formal Interpretations 28 


Protocol 26 


Provident Companies, Inc. 14 


Quexco Inc. 14 


Raytheon Company 14 


Reckitt & Colman pic 14 


Red Apple Companies, Inc. 23 


Reuters America, Inc. 36 


RHI AG 14 


Rhodia, Donau Chemie AG 15 


Rhone Poulenc 8 


Rite Aid 23 


Roche Holdings Ltd. 15 


Rohm & Haas Company 15 


Schnuck Markets, Inc. 23 


S.C. Johnson & Son, Inc. 15 


Second Requests Procedures 29 


Service Corporation International 15 16 


Shaw's Supermarkets, Inc. 16 


Shell Oil Company 16 


Sky Chefs, Inc. 16 


Slotting Allowances 42 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1997 through March 15,2001) 

SmithKline plc 16 

SNIA S.p.A. 17 

Sony Music 37 

South Lake Tahoe Lodging Association 37 

Southern Valley Pool Association 37 

Southwest Florida Oral Surgery Assoc8ates 42 

Speeches 48 

Staples, Inc. 20 

Statistics 51 

Stone Container Corporation 37 

Summit Technology, Inc. 3 1, 38 39 

SwedishMatch AB 20 21 25 

Tenet Healthcare Corporation 17 21 22 25 

Texas Surgeons, P.A. 3 8 

Tie Warner Inc. 17 3 8 

Toys "R" Us 43 

TRW Inc. 17 

Tyco International 17 

Universal Music 3 8 

Urological Stone Surgeons, Inc. 38 

Valspar Corporation 18 

VISX, Inc. 31 38 39 

VI4UN.V. 18 

Waterous Company, Inc. 45 

Wesley Health Care Center, Inc. 40 

Wesley-Jessen Corporation 18 

Williams Companies 18 

Winn-Dixie Stores 18 

Wisconsin Chiropractic Association 39 

Yellowstone Physicians, LLC 4 1 

Zeneca Group PLC 18