Federal. ~. - .. .. . Trade Co- , ion~..---

Wlreau of Competition 

EnforcementActivities 

America0 Bar Association 

Antitrust Section 

Spring Meeting 2000 

Fiscal Year 1996-March 31, UlOO 

Rob& Pitofsky, Chairman 

Richard G. Parker, Director 

Bureau of Competition 

ABA ANTITRUST SECTION 


SPFUNG MEETING 


Summary of Bureau of Competition Activity 


Fiscal Year 1996 Through March 31. 2000 


Table of Contents 


I. Mergers .................................................................. 1 


A. ConsentOrders .................................................... 1 


ABB ............................................................ 1 


Albertson's. Inc .................................................... 1 


Autodesk.Inc ..................................................... 2 


AmericanHomeProducts ........................................... 2 


Associated Octel Company Limited ................................... 2 


Baxter International Inc .............................................. 2 


The Boeing Company .............................................. 2 


British Petroleum Company p.1.c ......................................3 


Cablevision Systems Corp ........................................... 3 


Cadence Design Systems, Inc .........................................3 


Castle Harlan Partners. D. L.P. ........................................

3 


Ceridian Corporation ...............................................3 


Ciba-Geigy Limited ................................................4 


CMS Energy Corporation ........................................... 4 


Colurnbia/HCA Healthcare Corporation ................................ 4 


Columbia/HCA Healthcare Corporation ................................ 4 


Commonwealth Land Title Insluance Company .......................... 5 


Compagnie de Saint-Gobain ......................................... 5 


Cooperative Computing, Inc .......................................... 5 


CUC International, Inc .............................................. 5 


CVS Corporation .................................................. 5 


Degussa Corporation ............................................... 5 


Devro International plc ............................................. 6 


Dominion Resources. Inc ............................................ 6 


Dow Chemical Company ............................................ 6 


Dwight's Energydata. Inc ............................................ 6 


El Paso Energy Corporation .......................................... 6 


ExxonCorporation ................................................. 7 


Federal-Mogul Corporation .......................................... 7 


Fidelity National Financial. Inc ........................................ 7 


First Data Corporation .............................................. 7 


FreseniusA.G. .................................................... 7 


General Mills. Inc .................................................. 8 


Global Industrial Technologies. Inc.................................... 8 


GuimessPLC .................................................... 8 

HoechstAG ...................................................... 8 


Hughes Danbury Optical Systems ..................................... 9 


Illinois Tool Works. Inc ............................................. 9 


Insilco Corporation ................................................ 9 


Intel Corporation .................................. :............... 9 


J.C.PenneyCompany ............................................. 10 


Jitney-Jungle Stores of America, Inc .................................. 10 


Johnson&Johnson ............................................... 10 


Koninkiijke Ahold NV (Stop &Shop) ................................ 10 


Koninklijke Ahold NV (Giant Food Inc.) .............................. 10 


Kroger Company .................................................10 


LaFargeCorporation ..............................................11 


Landamerica Financial Group, Inc .[formerly lawyers Title Corporation] ..... 11 


Linon Industries. Inc ...............................................11 


Local Health System. Inc ...........................................11 


Lockheed Martin Corporation ....................................... 11 


LoewenGmupInc.................................................12 


Loewen Group International ........................................ 12 


MacDermiaInc.................................................. 12 


Mahle GmbH .................................................... 12 


Medtronic, Inc .(Physip-Control International) ..........................12 


Medtronic, Inc .(Avecor Cardiovascular) ............................. 12 


MerckandCo, Inc ................................................. 13 


Mustad International Group NV ..................:.................. 13 


NGCCorporation ................................................. 13 


Nortek.Inc ...................................................... 13 


PacifiCorp ...................................................... 13 


Phillips Petroleum Company (ANR Pipeline) ...........................13 


Phillips Petroleum Company (Emon Corporation) .......................14 


PraxairInc.......................................................14 


Precision Castparts Corporation .....................................14 


Provident Companies .............................................. 14 


Quexco Incorporation ............................................. 14 


Raytheoncompany ............................................... 14 


Reckitt &Colrnan plc ............................................. 15 


RHI AG ........................................................15 


Rhodia, Donau Chemic AG ..........................................15 


Rite Aid Corporation ......, .......................................15 


Roche Holdings Ltd ............................................... 15 


Rohm&HaasCompany ...........................................15 


S.C. Johnson & Son, Inc ............................................ 16 


Service Corporation International (Gilbralter Mausoleum Company) ........ 16 


Service Corporation International (Equity Corporation International) ........ 16 


Shaw's Supermarkets. Inc ........................................... 16 


Shell Oil Company (Texaco) ........................................ 16 

Shell Oil Company (The Coastal Corporation) .......................... 17 


Silicon Graphics. Inc ............................................... 17 


Sky Chefs. Inc .................................................... 17 


SN1AS.p.A...................................................... 17 


Stop & Shop Companies. Inc.. The .................... :.............. 17 


Tenet Healthcare Corporation ....................................... 17 


TimeWamerInc.................................................. 18 


TRWInc........................................................ 18 


UpjohnCompany ................................................. 18 


VNUN.V. ...................................................... 18 


Wesley-Jessen Corporation ......................................... 19 


Williams Companies .............................................. 19 


ZenecaGroupPLC ................................................ 19 


B. Authorizations to Seek Preliminary Injunctions .......................... 19 


Blodgett Memorial Medical Center ................................... 16 


BPAmocop.1.c ................................................... 19 


Cardinal Health Inc ................................................ 20 


McKesson Corporation ............................................20 


MediqInc.......................................................20 


Questar Corporation ...............................................20 


Rite Aid Corporation ..............................................21 


Staples. Inc ...................................................... 21 


Tenet Healthcare Corporation .......................................21 


C. Commission Opinionshitial Decisions ................................21 


D. Court Decisions ..................................................21 


Blodgen Memorial Medical Center ...................................21 


Coca-Cola Bottling of the Southwest .................................21 


Freeman Hospital ................................................. 22 


Tenet Healthcare Corporation ....................................... 22 


E. Order Violations ........................................................ 22 


ColumbialHCA Healthcare Corporation ............................... 22 


CVS Corporation ................................................. 22 


Red Apple Companies. Inc .......................................... 22 


Rite Aid Corporation .............................................. 23 


SchnuckMarkets.Inc.............................................. 23 


F. Other Commission Orders .......................................... 23 


Blodgen Memorial Medical Center ................................... 23 


Coca-Cola Bottling of the Southwest .................................23 


Freeman Hospital ................................................. 24 


Tenet Healthcare Corporation ....................................... 24 


G. Complaints ...................................................... 24 


Automatic Data Processing. Inc ...................................... 24 


Blodgen Memorial Medical Center ................................... 24 


Monier Lifetile LLC .............................................. 25 


Tenet Healthcare Corporation ....................................... 25 

H. Other ........................................................... 26 


Clayton Act ..Section 8 ............................................ 25 


Horizontal Merger Guidelines ....................................... 25 


Protocol ........................................................ 25 


A Study of the Commission's Divestiture Process ....................... 26 


I1. Hart-Scott-Rodino Antitnist Improvements Act Enforcement ...................... 27 
 . . A. Court Declslons .................................................. 27 


B. Consentorders ................................................... 27 


Automatic Data Processing, Inc ...................................... 27 


Blackstone Capital Partners II Merchant ............................... 27 


Foodmaker, Inc ................................................... 27 
 . . Hany E.Ftgge, Jr .................................................28 


Laitram Corporation, The .......................................... 28 


Loewen Group Inc .and Loewen Group International, Inc .................. 28 


Mahle GmbH and Metal Leve S.A. ...................................28 


Sara Lee Corporation ..............................................28 


Titan Wheel International, Inc .......................................28 


C. Complaints (Filed as part of a consent agreement not listed separately) .......29 


D. Rules and Formal Interpretations .....................................29 


Rules to Exempt Certain Mergers and Acquisitions ......................29 


Rules to Exempt Certain Acquisitions Required by FTC Orders or Court Orders . 
 Amendment to Rule 802.70 ......................................... 29 


Limited Liability Companies -Formal Interpretation 15 .................. 30 


Affidavits and Certifications -Formal Interpretation 15 ...................30 


E. Other ........................................................... 30 


Seventeenth Annual Report (Fiscal Year 1994) .........................30 


Eighteenth Annual Report (Fiscal Year 1995) .......................... 30 


Nineteenth Annual Report (Fiscal Year 1996) .......................... 30 


Twentieth Annual Report (Fiscal Year 1997) ........................... 30 


Twenty-first Annual Report (Fiscal Year 1998) ......................... 30 


1999 Premerger Notification Source Book ............................. 30 


JlI. Non-Merger Enforcement ..................................................32 


Horizontal Enforcement ................................................. 32 


A. Commission Opinionshitial Decisions ............................... 32 


California Dental Association ....................................... 32 


International Association of Conference Interpreters .....................32 


VISX .......................................................... 32 


B. Court Decisions ..................................................33 


California Dental Association ....................................... 33 


C. Authorizations to Seek PrelirninaryPermanent Injunctions ................ 26 


D. Consent Orders ...................................................33 


AbbottLaboratories ............................................... 33 


Asociacion de Farmacias Region de Arecibo ........................... 33 


Checkpoint Systems, Inc ............................................ 34 


Ch_ryslerDealers .................................................. 34 

Colegio de Cimjanos Dentistas de Puerto Rico .......................... 34 


College of Physicians and Surgeons of Puerto Rico ...................... 34 


Columbia River Pilots ............................................. 35 


Council of Fashion Designers of America ............................. 35 


Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico .............. 35 


Detroit Automobile Dealers Association ............................... 35 


Ethyl Corporation ................................................. 35 


Fastline Publication, Inc ............................................ 36 


Federal News Service Group. Inc ..................................... 36 


ReutersAmerica. Inc ............................................... 36 


GenevaPharmaceuticals ...........................................36 


Institutional Pharmacy Network ..................................... 36 


M.D. Physicians of Southwest Louisiana, Inc ........................... 36 


Mesa County Physicians IPA ........................................36 


Michael T.Berkley, D.C. and Mark A .Cassellius. D.c. .................... 36 


Montana Associated Physicians, Inc .- Billings Physician Hospital Alliance. Inc.37 


Nine West Group Inc ..............................................37 


North Lake Tahoe Medical Group. Inc .................................37 


Port Washington Real Estate Board ...................................37 


Precision Moulding Co .Inc.........................................37 


RxCare of Tennessee, Inc ........................................... 38 


Santa Clara Motor Car Dealers Association ............................38 


Sensormatic Electronics Corporation .................................38 


South Lake Tahoe Lodging Association ...............................38 


Southern Valley Pool Association .................................... 38 


Stone Container Corporalion ........................................ 38 


Summit Communications Group. Inc .................................. 39 


Summit Technology, Inc ............................................ 39 


Urological Stone Surgeons. Inc ....................................... 39 


Parkside Kidney Stone Centers ...................................... 39 


Wisconsin Chiropractic Association .................................. 39 


E. Complaints ...................................................... 39 


HoechstMarionRousel ............................................ 39 


Mesa County Physicians Independent Practice Association ................ 40 


Summit Technology, Inc .and VISX. Inc ............................... 40 


F. Other ...........................................................40 


Policy Statements ................................................. 40 


1996 Statements of Antitrust Enforcement Policy in Health Care ...........40 


AdvisoryOpinions ................................................ 40 


BJCHealthSystem ............................................... 40 


Orange Pharmacy Equitable Network ................................. 40 


Wesley Health Care Center, Inc ...................................... 41 


Associates in Neurology ........................................... 41 


Phoenix Medical Network. Inc ...................................... 41 


Alliance of Independent Medical Services. LLC ......................... 41 

Direct Marketing Association ....................................... 41 


New Jersey Pharmacists Association .................................. 41 


First Look. L.L.C. ................................................ 41 


Yellowstone Physicians. LLC ....................................... 41 


Foundation for the Accreditation of Hematopoietic Cell ................... 41 


Henry County Memorial Hospital .................................... 41 


Ohio Ambulance Network .......................................... 41 


Mobile Health Resources ........................................... 42 


Southwest Florida Oral Surgery Associates ........................... ,.42 


North Ottawa Community Hospital ................................... 42 


Business Health Companies, Inc ...................................... 42 


North Mississippi Health Services .................................... 42 


Valley Baptist Medical Center ....................................... 42 


Mayo Medical Laboratories .........................................42 


William W .Backus Hospital ........................................42 


American Medical Association .:.................................... 42 


Uronet of Louisiana. L.L.C. ......................................... 42 


Southern Arizona Therapy Network, Inc ...............................42 


Columbine Family Health Center ....................................42 


Vertical Enforcement ....................................................43 


A. Commission Opiniomhitial Decisions ...............................43 


Harper &Row Publishers. Inc .......................................43 


. . Toys"R"Us ..................................................... 43 


B. Court Declslons ..................................................43 


Federated Department Stores ........................................43 


C. Authorization to Seek Preliminary/Permanent Injunctions ................. 44 


Mylan Laboratories. Inc ............................................ 44 


D. Consentorders ................................................... 44 


American Cyanamid .............................................. 44 


HaleProducts. Inc ................................................. 44 


McCormick &Company ........................................... 44 


New Balance Athletic Shoe. Inc ...................................... 45 


Waterous Company, Inc ............................................ 45 


E. Complaints ...................................................... 45 


Intel Corporation .................................................. 45 


Toys"RUs .....................................................45 


F. Other ...........................................................45 


Single Firm Enforcement .........I .......................................46 


A. Commission Opinionshitial Decisions ............................... 46 
 . . B. Court Declstons .................................................. 46 


C. Consent Orders ................................................... 46 


Dell Computer Corporation ......................................... 46 


D. Complaints ...................................................... 46 


E. Other ........................................................... 46 
 ... N . International Actlvltles ................................................... 47 

V. Competition Speeches ......... . .. . . . . . . . . . ....... . ...... . . . . . . . . . . . . . . ..48 


VI. Statistics .............................................................. 52 


ABA ANTITRUST SECTION 


SPRING MEETING 


Summary of Bureau of Competition Activity 


Fiscal Year 1996 Through March 31,20001 


I. Mergers 

A. Consent Orders 

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

Division of Elsag Bailey Process Automation A! K 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 refining, pharmaceutical and chemical 

manufacturing, and pulp and paper processing. 

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

reauires Albertson's to divest ei&t " suoermarkets in Montana and seven in

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

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

and Drug Store company would result in higher prices &d reduced in 1 1 

communities. 

* 3. Albertson 's, Znc (Proposed Consent Agreement Accepted for Public 

Comment June 25, 1999): 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 antibust 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. 

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

action by the Commission. 

1 
4. * Associated Ode1 Comnanv . . Limited lFinal 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 manufactureand sale of lead antiknock compo&ds. 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 

I5 years. 

5. * Autodesk, Inc (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 sofhvare engines (CAD) and 

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

by Sofidesk to Boomerang Technology, Inc., or any entity that controls the 

IntelliCadd technology. 

6. * 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. 

7. * Baxter International lnc (Final Order March 24,1997): Consent 

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

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 final 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. 

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

permits the acquisition of Rockwell Infernational 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 - Boeinghckheed (developing Tier ID[Minus, a stealthy, high-altitude endurance 

unmanned air vehicle) and RockwelVTeledyne (developing Tier II Plus, a nonstealthy, 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. 

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

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

also establishes a "firewall" between Boeing's Tier ID ~inus'business and the 

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

9. * British Petroleum Companyp.Lc. (Final 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. 

10. * Cablevision Systems Corp. Fmal 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. 

11. * Cadence Design Systems, Inc (Final Order August 1 1, 1997): 

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

Technology,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. 

12. * Castle Harlan Partners, ZI L.P. (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 exclude Gold Lance, Inc. from the 

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

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

13. * Ceridian Corporation (Proposed Consent Agreement Accepted for 

Comment September 29,1999): A proposed consent agreement requires Ceridian 
to grant licenses to new and existing firms 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 will settle charges that Ceridian's 

consummated acquisitions of NTS Corporation and Trendar Corporation gave 

Ceridian the power to control the markets for the provision of trucking fleet cards 

and the systems used to read them at truck stops throughout the country. 

14. * 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 life-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 firms 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 within 10days. 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. 

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

requires Consumer Energy, a CMS subsidiary, to "loan" natural gas fiom 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 Eastern 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. 

16. Columbia/HCA Healthcare Corporation (Final Order November 24, 

1995): Order allows Columbia to acquire John Randolph Medical Center in 

Hopewell, Virginia but requires the divestiture of Poplar Springs Hospital in 

Petenburg, Virginia to a Commission approved acquirer. 

17. ColumbiuBCA Healthcare Corporation (Final Order October 3, 

1995): Order settles antitrust concerns resulting fiom the $3 billion merger with 

HealthTmt, Inc. - The Hospital Company. The settlement requires the 

divestiture of seven hospitals within 12 months to a Commission approved 

acquirer who will operate them in competition with Columbia/HCA. In addition, 

the order requires the termination of the Orlando joint venture that operates South 

Seminole Hospital within six months. The merger, involving more than 280 

hospitals nationwide, is the largest hospital merger in U.S. history. 
18. * Commonwealth Land TitleInsuranee 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 Washington, DC area, would restrict competition for title 

services. The consent order requires Commonwealth, amongother things, to 

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

with First American. 

19. * Compagnie de Saint-Gobain (Final Order June 12,1996): Consent 

order preserves competition in the production and sale of certain refractory 

products and hot surface igniters. The order permits the acquisition of The 

Carborundum Company but requires divestiture of Carborundum's Monofirax 

fused cast refractories business in New York, its hot surface igniter business in 

Puerto Rico, and its silicon carbide refiractones business in New Jersey to 

Commission approved acquirers. 

20. * Cooperative Computing, Inc (Fiial Order June 20,1997): Consent 

order will preserve competition in electronic parts catalogs for the auto parts 

aftermarket. The final order permits the acquisition of Triad Syslems Corporation 

but requires the divestiture within 60 days of the PartFiidd electronic catalog 

database, and the J-CON@ application program interface, and support software 

and documentation, through an exclusive, royalty-kee and perpetual license with 

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

21. * CUCInternational, Inc (Final Order May 4,1998): CUC senled 

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. 

22. * CVS Corporation (Final Order August 13, 1997): CVS agreed to senle 

allegations that its acquisition of Revco 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 Bingharnton, New York metropolitan 

area. The consent order requires the divestiture of 1 14 Revco stores in Virginia 

and 6 pharmacy counters in Binghamton. 

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

restructure a proposed transaction to acquire only one hydrogen peroxide 
production plant &om E. I.Dupont de Numbers & Co., to obtain prior 

Commission approval before acquiring certain other Dupont production plants 

and to notify 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. 

24. * Devro International ale (Final Order April 3, 1996): Final order 

preserves competition in the market for collagen sausage casings. The order 

permits the acquisition of Teepak International, Inc. but requires divestiture of 

~evroNorth America, withinthree months of the date the order becomes final,to 

an acquirer pre-approved by the Commission that does not already produce 

collagen sausage casings for sale in the U.S. The assets in question include a 

manufacturing plant in Somerville, New Jersey and a finishing plant in Ontario, 

Canada. 

25. * Dominion Resources, Inc (Final Order December 14, 1999): A 

final order permits Dominion's acquisition of Consolidated Natural Gas 

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. 

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

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

s;bstantially lessened competition fo; 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. 

27. * 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 find 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. 

28. * El Paso Energy 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 Sonat Inc. and requires the divestiture 
of Sea Robin Pipeline Company; Sonat's one-third ownership interest in Destin 

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

29. * Exxon 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 fuel and lubricants additives would reduce 

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

30. * Erron Corporation (Proposed Consent Agreement Accepted for 

Public Comment November 30, 1999): A proposed consent agreement will settle 

antitrust concerns stemming from Exxon's acquisition of MobiI Corporation but 

requires the largest retail divestiture in Commission history. The divestitures, 

representing only a firaction of the worldwide assets of Exxon and Mobil, include 

2,431 gas stations; an Exxon refinery in California; a pipeline; 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 highly 

concentrated markets -jet turbine oil. 

31. * 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&Nplc to a Commission-approved 

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

coordinated anticompetitive conduct between Federal-Mogul 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. 

32. * Fidelity National Financial, Inc. (Final Order February 17,2000): A 

final consent order settled charges that Fidelity's acquisition of Chicago Title 

Corporation would 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. 

33. First Data Corporation (Final Order January 16, 1996): Final order 

preserves competition in consumer money wire transfer services. The settlement 

permits the $6.7 billion merger with First Financial Management Corporation 

but requires the divestiture of'either First Data's MoneyGram business or First 

Financial's Western Union Financial Services within 12 months. 

34. * Fresenius A.G. (Final Order October 15, 1996): Order settles charges 

that the acquisition of National Medical Care, Inc. would combine two significant 
producers of HD concentrate used in hemodialysis treatment. The order requires 

the divestiture of the Lewisbeny, Pennsylvania hemodialysis concentrate plant to 

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

35. * 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. 

36. * Global Industrial Technologies, Znc (Final Order September 10, 

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

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

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

silica rehctories 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. 

37. * GuinnessPLC (Final Order April 17, 1998): The complaint 

accompanying the proposed consent order alleged that the merger between 

Guimess and Grand Metropolitan PLCwould eliminate substantial competition 

between the two firms 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. 

38. Hoechst AG (Final Order December 5, 1995): Final order settles 

charges relating to the June 1995 $7.1 billion merger with Marion Merrell Dow, 

Inc. The settlement requires Hoechst to take specific steps to ensure that the 

development of its Tiazac diltiazem product (originally designed to compete with 

a similar MMD product) would continue. The order enables Biovail Corporation 

to produce a competitive product so that consumers who suffer from hypertension 

and cardiac disease could benefit from better products and lower prices. The 

settlement also requires Hoechst to restore competition in the research and 

development of: (1) diltiazem, a hypertension and cardiac drug, (2) drugs used to 

treat intermittent claudication, severe leg cramps caused by arteriosclerosis, (3) 

oral dosage forms of mesalamine, used to treat inflammatory bowel disease, and 

(4) rifadii, used to treat tuber~ulosis through the divestiture of specific assets and 

through the accomplishment of prescribed steps designed to restore competition to 

the market. 

39. * Hoechst AG (Final Order January 18,2000): A final order settled 

charges stemming from Hoechst's merger with Rhone-PoulencS.A. According to 
the complaint, the merger (the merged firm 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. 

40. * Hughes Danbury Optical Systems (Final Order April 30, 1996): 

Final order settles charges that the acquisition of Nek Optical System Division 

&om Litton Industries, Inc. could increase the bid prices and decrease investment 

for technology in the development of deformable mirrors, a component of an 

optics system used by the Air Force's Airbome Laser Program in its anti-missile 

defense system. The development of the Air Force program has been contracted 

to two teams, Boeinghckheed and RockweIVHughes . Deformable mirrors are 

manufactured by only two firms in the U.S. -- Itek and Xinetics Inc. (Itek supplies 

the Boeing team; Xinetics supplies the Rockwell team under an exclusive contract 

with Hughes.) According to the complaint issued with the proposed settlement, if 

Hughes completes its original purchase plan for Itek, Hughes will be involved in 

the supply of deformable mirrors to both teams. 

41. * nlinois Tool Works, Ine. (Final Order April 23,1996): Final order 

preserves competition in the manufacture and sale of industrial power sources and 

industrial engine drives. The order permits the acquisition of Hobart Brothers 

Companybut requires the divestiture of Hobart's assets, businesses and 

technology relating to industrial power sources and industrial engine drives to 

Prestolite Electric Incorporated within one month after the order becomes final. 

The order also prohibits Illinois Tool from manufacturing products in the relevant 

market under the Hobart name for seven years. 

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

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

International, Inc. to settle antitrust concerns that the acquisition would 

substantially reduce competition in the markets for welded-seam aluminum 

radiator and charged air cooler tubing in North America. 

43. * 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 requi;es Digital to license the Alpha technology to 

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

Commission-approved companies to manufacture Digital's microprocessor 

devices. 
44. * LC. Penney Company (Final Orders February 28,1997): Separate 

final consent orders settle charges that the acquisitions of Eckerd Corporation and 

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

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

for the sale of pharmacy se~ces 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. 

45. * J.C. Penney Company (Final Order February 28,1997): Refer toihe 

discussion under number 44 above. 

46. * Jitney-Jungle Stores of America, Ine. (Final Order January 28, 

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

Delchamps, Inc. would substantially reduce competition among supermarket 

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

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

47. * Johnson & Johnson (Final Order March 19, 1996): Final order settles 

antitrust charges that the acquisition of Cordis Corporation would create a 

controlling firm in the market for cranial shunts, medical devices used in the 

treatment of hydrocephalus. The order requires the divestiture of the Cordis 

Neuroscience business to a Commission-approved buyer within one year. 

48. * Koninklijke Ahold NV (Fiial Order September 30,1996): Consent 

order settles charges that the acquisition of The Stop & Shop Companies, Inc. 

would substantially reduce supermarket competition in 14 communities in New 

England. The ordb requires the divestiture of 30 supermarkets within 30 days to 

buyers who would operate the stores in competition with Ahold's "Edwards" 

supermarket chain. 

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

divestiture of 10 supermarkets in Maryland and Pennsylvania to settle antitrust 

concerns stemming &om Ahold's acquisition of Giant FoodInc. 

50. * Kroger Company (Fimal Order January 10,2000): Final order requires 

Kroger and Fred Meyer 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. 
51. * Kroger Company (Final Order November 8,1999): A final order 

settled charges stemming &om Kroger Company's acquisition of The John ' 

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

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

wholesalers in the United States. 

52. * 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 reshucture the sales agreement with Holnam to 

delete the production penalty clause. 

53. * Landamerica Financial Group, Inc 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 

competitionin 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. 

54. * Limn Industries, Inc (Final Order May 7,1996): Final order settles 

antitrust concerns stemming from the $425 million acquisition of PRC Inc. and 

requires the divestiture of PRC's systems engineering and technical assistance 

(SETA) contract for the Department of Navy's Aegis destroyer program. 

55. Local Health System, Inc (Final Order November 3,1995): Final 

order requires Port Huron Hospital and Mercy Hospital-Port Huron to abandon 

their proposed merger plans and, for limited time periods, to notify the 

Commission or obtain Commission approval before acquiring certain hospital 

assets in the Port Huron, Michigan area. 

56. * Lockheed Martin Corporation (Final Order September 18,1996): 

Consent order settles allegations that the proposed acquisition of Loral 

Co~orationwould reduce competition in the markets for air traffic control 

systems, commercial low earth orbit satellites, military tactical fighter aircraft, and 

unmanned aerial vehicles. The order requires the divestiture of a systems 

engineering and technical services contract with the Federal Aviation 

Administration and prohibits the sharing of sensitive information concerning 

competitors' products between the two firms. 
57. * Loewen Group Inc (Final Order July 30,1996): Two separate consent 

orders settle antitrust concerns stemming from the acquisitions of certain funeral 

homes and cemeteries by Loewen and its wholly-owned subsidiary, The Loewen 

Group International. 

58. * Loewen Group Inrernational (Final Order July 30,1996): Refer to 

discussion under number 57 above. 

59. * MarDermid, Inc (Proposed Consent Agreement Accepted for Public 

Comment December 22,1999): A proposed consent ageement permits 

MacDemid's acquisition of Polyfibron Technologies, Inc. but requires the 

divestiture, among other things, 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. 

60. * 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 10days of the final consent order. 

61. * Medtronic, Inc (Final Order December 21,1998): A final consent 

order settles allegations stemming from Medtronie's proposed acquisition of 

Physio-Control International Corporation'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 firm. 

62. * 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. 
63. * Merck and Co, Znc (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 

financial interest in Merck. 

64. Mustad International Group NV (Final Order October 30,1995): Order 

requires either the divestiture of Capewell Manufacturing Company or the 

divestiture of production assets and related technology to a Commission approved 

acquirer to settle charges that Mustad monopolized the manufacture and sale of 

rolled horseshoe nails in the United States through four acquisitions of current and 

potential competitors. 

65. * 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 Cotporation but requires the divestiture of the Mont Belvieu I gas 

liquids fractionation plant in Mont Belvieu, Texas. 

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

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

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

in the United States. 

67. * 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. 

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 but requires the 

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

to a Commission-approved buyer. 
- - 

69. Phillips Petroleum Company (Final Order December 28,1995): 

Consent order preserves competition in natural gas gathering systems in the Texas 

Oklahoma-Panhandle reFnon. - The order requires the parties to modify their 

acquisition plans to prevent Phillips from acquiring Enron Corp.'~ 830 miles of 

natural gas pipeline gathering systems in the area. 

70. * Praxair Znc (Final Order April 1, 1996): Final order settles charges that 

the acquisition of CBlIndustries, Inc. would reduce competition for 'herchant" 

atmospheric gases in areas of California, Connecticut, and Minnesota The order 

requires Praxair to divest four CBI plants within one year and to maintain the 

production facilities as viable, independent competitors pending divestiture. 

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

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

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

manufacture aerospace components) to settle antitrust concerns stemming fiom its 

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

to divest Wyman-Gordon's titanium foundry in Albany, Oregon and WyrnanGordon's Large Cast Pa& foundry in Groton, Connecticut. 

72. * Provident Compatiies, Znc (Final Order September 20,1999): The 

consent order ensures that the merged firm of Provident and UNUM Corporation 

.Nil1 continue to ptirticipate in industry-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 

UNUMIProvident to provide data to the Society of Actuaries andlor the National 

Association of Insurance Commissioners for studies and reports. 

73. * Queuco Incorporated (Proposed Consent Agreement Accepted for 

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

agreement would have permitted the acquisition of Pacific Dunlop GNB 

Corporationand required the divestiture of GNB's secondary smelter to Gopher 

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

period. 

74. *Raytheon Company (Final Order September 3,1996): Consent order 

settles charges that the acquisition of Chrysler Technologies Holding, Inc. reduced 

competition for the U.S. Navy's future procurement of the Submarine High Data 

Rate satellite communications system for use in Navy submarines. The order 

requires Raytheon to erect an information "firewall" to prohibit the exchange of 

sensitive information concerning the Submarine HDR system prior to the 

completion of the competitive procurement. 
75. * Reckiti & Colman pic (Final Order January 18,2000): A final order 

~ermitsReckitt & Colman to acauire Benckiser N.V. from NRV 

Vermogenswerwaltung GmbH but requires the divestiture of Beuckiser's Scrub 

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

cleaning products. 

76. * RHZAG (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 largest producer of refractories in North America 

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

the high alumina brick refractory market. Rehctories are used to line furnaces in 

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

at high temperatures. 

77. * Rhodia, Donau Chemie AG (Proposed Consent Agreement Accepted 

for Public Comment March 13,2000): Rhodia agreed to divest certain assets to 

resolve antitrust concerns stemming from its proposed acquisition of Allbright & 

Wilson PLC. The proposed 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. 

78. Rite Aid Corporation (Investigation Closed June 13,1996): The 

Commission determined that the relief obtained in a consent decree by the Maine 

Attorney General was adequate to settle concerns regarding Rite Aid's acquisition 

of Brooks Retail Pharmacies in Maine from Maxi Drug, Inc. The Commission 

therefore closed its investigation. During fiscal year 1995, Rite Aid entered into 

an agreement with the Commission to maintain the business of its own stores and 

the business of the Brooks' pharmacies until the agency completed its 

investigation. 

79. * Roche Holdings Ltd (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 Limited. The consent order permits the 

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

to treat heart attack victims) &d ongoing business assets relating to chemicals 

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

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

settled charges that its acquisition ofMorton International, 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. 

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

settles charges that Johnson's acquisition of owb brands 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. 

82. * Service Corporution International (Final Order March 21,1996): 

Consent order resolves antitrust concerns regarding the acquisition of assets for 

funeral-related services. The order the acquisition of Gilbraltar 

Mausoleum Corporation but requires divestiture of seven heral homes, 

cemeteries and crematories in Texas and Florida within 12 months to 

Commission-approved purchasers that would operate them in competition with 

SCI. 

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

Consent order permits the acquisition of Equity Co~orationInternational, the 

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

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

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

84. * Shaw 's Supermarkets, Znc (Proposed Consent Agreement Accepted 

for Public Comment June 28,1999): A proposed settlement would settle charges 

that Shaw's proposed acquisition of Star Markets, Inc. could eliminate 

supermarket competition and increase prices in the greater Boston metropolitan 

area. The proposed agreement permits the acquisition and requires the divestiture 

of three Shaw supermarkets and seven Star markets in eight communities. 

85. * Shell Oil Company (Final Order April 21, 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 Washington and the 

price of asphalt in California-The consent order requires Shell to divest a 

package of assets, including Shell's Anacortes, Washington refine~y, a terminal 

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

in California. 

86. * SheN 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 The Coastal Corporation would lead to anticompetitve 

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

production in the two states. 

87. Silicon Graphics, Inc (Final Order November 14,1995): Consent 

agreement settles antitrust concems relating to the $500 million acquisitions of 

Alias Research Inc. and Wave-ont Technologies, Inc., two of the world's three 

leading entertainment graphic software firms that provide high-resolution twodimensional and three-dimensional digital images for movies. The order requires 

SGI to take steps to ensure that this type of software will be available for use on 

computer workstations other than SGI's proprietary platform. The order also 

requires SGI to maintain an open architecture so that other software developers 

can develop entertainment graphics software for use on SGI workstations. 

88. * Sky Chef, Inc (Final Order September 18, 1998): Sky Chefs 

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

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

purchase agreement to settle Commission concems that the consolidation of the 

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

The consent order prohibits Sky Chefs from making certain acquisitions without 

Commission approval for 10 years. 

89. * SNLA 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. 

90. * Stop & Shop Companies, Inc, The (Final Order April 2, 1996): 

Final order settles charges that the merger of Stop & Shop and Purity Supreme, 

Inc. would reduce supermarket competition and lead to higher prices in the 

Boston Metropolitan area, Cape Cod, the South Shore area, Bedford and 

Brockton. The consent order requires the merged firm to divest 17 supermarkets 

in the five relevant areas within nine months to entities pre-approved by the 

Commission that will operate'the stores in competition with the merged firm's 

remaining stores in those areas. 

91. * 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. 

92. * Time WarnerInc (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 

Time Warner to carry certain programming; reduces opportunities for bundling 

programming; prohibits price discrimination against competing cable systems; 

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

compete with CNN. 

93. * TRWIne. lFinal Order AD^ 6,1998k TRW settled antitrust allegations - stemming &om its acquisition of BDM, a firm that provides, among other things, 

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

TRW was part of &e of two teams bidding for DOD'S ~alliitic 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. 

94. * Upjohn Company (Final Order February 8, 1996): Consent agreement 

settles antitrust concerns that the merger of Upjohn and Pharmacia Aktiebolag 

would prevent the development of drugs used in the treatment of colorectal 

cancer. The final order requires the merged fm,within one year, to divest 

Phannacia's to~oisomerase I inhibitors assets and ~rovide technical assistance to a 

buyer approved by the Commission and the National Cancer Institute who will 

continue the research and development of the cancer treating chug. 

95. * VNUN. V. (Fmal 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 

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

Media Reporting division, the nations's largest supplier in the specialized market. 
96. * 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. but 

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

a Commission approved acquirer. 

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

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

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

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

transportation and terminaliig 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. 

98. * 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 lcvobupivacaine, a long-acting local 

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

developer of levobupivacaine. 

B. Authorizations to Seek Preliminary Injunctions 

i . * Blodgen Memorial Medical Center (January 19,1996): Staff 

authorized to file a motion for a preliminary injunction to block the proposed 

merger of the two largest hospitals in Grand Rapids, Michigan, Blodgen and 

Butterworth Hospital, on grounds that the merger would substantially reduce 

competition for acute-care inpatient hospital services in the area The complaint 

was filed January 23,1996 in the U.S. District Court for the Western District of 

Michigan (Southern Division). On September 26,1996, the court denied the 

Commission's request for an injunction. An administrative complaint alleging 

violation of the antitrust laws also was filed on November 18, 1996. The 

Commission ended its litigation after the U.S. Court of Appeals for the Sixth 

Circuit upheld the district court's decision. 

2. * BP Amocop.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 Cushing, Oklahoma. The 
merger would combine: (1) the two largest producers of crude oil on the North 

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

refineries in California and Washington; (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. 

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

staff to 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 Brunswig Corporation and McKesson Corporation's 

proposed acquisition of AmeriSource 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 31,1998, the District Court granted 

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

abandoned their respective merger plans soon after the decision. 

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

Cardinal Health Inc., number 2 above. 

5. 

* Mediq Znc (July 29,1997): Mediq abandoned its proposed acquisition 

of Universal Hospital Services after the Commission filed a complaint 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, infusioa and monitoring devices. The complaint, filed 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. 

6. * Questar Corporation (December 27,1995): Staff authorized to seek a 

preliminaxy injunction to prevent the acquisition of a 50 percent interest in Kern 

River Gar Transmission Company from Tenneco, Inc. on grounds that the 

acquisition would create a m6nopoly in the transmission of natural gas to 

industrial customers in the Salt Lake City area. The parties abandoned their 

acquisition plans shortly after the Commission filed its complaint in federal 

district court. 
7. * Rite Aid Corporation (April 17, 1996): Staff authorized to seek a 

preliminary injunction in federal district court to block the acquisition of Revco 

D.S.,Inc on grounds that the merger of the two largest retail drug store chains in 

the United States would result in an increase in the price of prescription drugs sold 

through pharmacy benefit plans in numerous geographic areas. Rite Aid withdrew 

its tender offer before the Commission could file its motion in court. 

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

preliminary injunction to block the proposed acquisition of Ofice Depot, 1nc.-on 

grounds that the $4 billion acquisition would allow the combined fmto 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. * 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 Bluff, 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 Opinions/Initial Decisions 

None 

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. Coca-Cola Bottling of thesouthwest (June 10,1996): The U.S. Court 

of Appeals for the Fifth Circuit vacated and remanded the Commission's decision 
for reconsideration and ruled that the Commission erred by applying the standard 

of Section 7 of the Clayton Act and Section 5 of the Federal Trade Commission 

Act, rather than using the standards of the Soft Drink Interbrand Competition Act 

of 1980, because the acquisition of the Sun Antonio Dr Pepper Bottling 

Company's Dr Pepper and Canada Dry hchises was predominantly vertical. 

3. Freeman Hospital (November 30, 1995): The U.S. Court of Appeals for 

the Eighth Circuit affmed the district court decision and denied the 

Commission's motion for a preliminary injunction to bar the merger between 

Freeman and Tri-State Osteopathic Hospital Association (d/b/a Oak Hill 

Hospital). 

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

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

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

petition for rehearing was denied. 

E. Order Violations 

1. * Columbi~CAHealthcare Corporation (July 30,1998): 

Colurnbia/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. 

2. * 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 &om 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. 

3. *RedApple Companies, Znc (February 23,1997): Judgment entered 

requiring Red Apple and its chairman, 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. Dishict Court for the Southem District 

of New York by Commission attorneys. The consent agreement settled 

allegations in an adminishative complaint that the acquisitions of Sloan 's 

supermarkets substantially reduced competition in four areas of Manhattan. 

4. * Rite Aid Corporation (February 25, 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. Dishict Court for the District of Columbia 

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

U.S. Department of Treasury within 30 days. 

5. * 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, desi~ated 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 tiled in U.S. District Court 

for the Eastern District of Missouri. 

F. Other Commission Orders 

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

Commission ended its adminishative challenge of the proposed merger of 

Blodgett and Butterworth Health Corporation, two acute care inpatient hospitals 

in the Grand Rapids, Michigan area, concluding that further 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 dishict court 

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

hid. The hospitals merged in 1997. 

2. Coca-Cola Bottling of the Southwest (September 10,1996): The 

Commission dismissed its complaint against Coca-Cola Bottling Company of the 

Southwest after the U.S. Court of A~ueals for the Fifth Circuit ruled that the 

competitive effects of the 1984 acq;i'sition of a Texas-area Dr Pepper franchise 

should have been reviewed under the Soft Drink Interbrand Competition Act of 
1980 rather than the Clayton Act. The Commission said that, while it disagreed 

with the court decision, the circumstances underlying the court's decision were 

not likely to apply in future cases involving an acquisition of soft drink bottlers. 

3. Freeman Hospital (November 30, 1995): The Cornn&ion determined 

not to pursue the administrative litigation and dismissed the complaint that 

challenged the merger of the second and third largest acute care hospitals in the 

Joplin, Missouri metropolitan area. The complaint alleged that the merger of 

Freeman and Oak Hill Hospifals substantially reduced competition and raisedprices for inpatient acute care hospital services in the area. The hospitals 

consummated the merger after the Eighth Circuit armed the district cotat's 

denial of the Commission's motion for a preliminary injunction. The decision to 

end the administrative proceedings was made in accordance with a 1995 policy 

statement under which the Commission would evaluate on a case-by-case basis 

whether to pursue administrative litigation after the denial of a preliminary 

injunction. 

4. Tenet Healthcare Corporation (December 3, 1999): The Commission 

decided not to continue with administrative litigation of the complaint that 

charged that the proposed merger of Tenet and Doctors 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 AutoInfo, 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. BIodgett Memorial Medical Center (November 18,1996): The 

administrative complaint charged that the proposed merger of Blodgett and 

Butterworth Hospital would siubstantially 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. * Monier Lifetile LLC (September 22,1998): An administrative 

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

manufacturing division of Boral Ltd. and LaFarge SA could significantly diminish 

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. 

4. 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 Doctors 

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. ClaytonAct -Section 8 (Effective January 21,2000): Changes in two 

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

it is unlawful 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 $16,732,000; and (2) the competitive sales of each 

corporation exceed $1,673200. 

2. 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 mewinn firms must do to demonstrate claimed efficiencies. The 

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

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

define 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. . - e 


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

Justice and the National ~sso'ciation of Attorneys General released a "Protocol" of 

how the agencies will conduct joint and coordinated merger investigations to 

minimize the burden on private parties; protect confidential information; 

encouragea close collaboration between federal and state officials in the 

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

media. 
4. 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 divestitqes in the future. 
Ilart-Scott-Rodino Antitrust Improvements Act 

En forcement 

A. Court Decisions 

None 

B. Consent Orders 

1. * Automatic Data Processing, Inc (March 27,1996): ADP agreed to 

pay $2.97 million in civil penalties for failing to include key competitive 

documents in a premerger filing for its acquisition of AutoInfo, Inc. The 

documents excluded from the filimg included a marketing plan explaining how the 

acquisition would enable ADP to "monopolize the salvage - industrv." The civil 

settlement is the third largest ever obtained for a violation bf the HartScott-Rodino Antitrust Improvements Act of 1976 and is also the largest ever 

obtained under charges for failure to submit documents required by item 4(c) of 

the Notification and Report Fom. The complaint was filed in U.S. District Court 

for the District of Columbia by Commission attorneys sening as special attorneys 

to the U.S. Attorney General. 

2. * Blackstone Capital Partners I1 Merchant Banking Fund L.P. 

(March 31,1999): 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 &era1 homes. When the 

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

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

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

documentation submitted by another filing person in an unrelated transaction. 

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

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

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

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. -

3. * Foodmaker, Inc (August 13,1996): Foodmaker paid $1.45 million in 

civil penalties to settle charges that its Chi-Chi's subsidiary failed to comply with 

the notification and filing requirements under the HSR Act before it acquired 

Consul, Inc., operator of 26 Chi-Chi's franchises. The complaint was filed in the 
U.S. District Court for the District of Columbia by Commission attorneys acting 


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


4. * 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 International 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 

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

5. * The Laitram Corporation (April 12,1999): Inputloutput, 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-Rodmo 

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

notification under HSR in October 14,1998, but Inputloutput 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. 

6. *Loewen Group Inc and Loewen Group International, Inc (March 

31, 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. 

~iskctCourt for the District of ~olukbia by Commission attorneys serving as 

Special Attorneys to the U.S. Attorney General. 

7. * 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 percent interest in Metal Leve. The complaint, 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 concerns 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. -

8. *Sara Lee Corporation (February 9, 1996): Complaint charged that Sara 

Lee deliberately avoided the premerger reporting and waiting period requirements 

of the HSR Act when it acquired the shoe-care products business of its major 

competitor, Reckift & Colman. The settlement, filed in U.S. District Court for the 
District of Columbia by Commission attorneys acting under authorization of the 

Attorney General, was, at the time, the largest civil penalty ever obtained under 

Section (g)(l) of the premerger rules and required a payment of $3.1 million. 

9. * Titan WheelInternational,Inc. (May . -~ 6,1996): Titan Wheel paid a

$130,000 civil penalty to settle charges that it acquired a Pirelli Armstrong Tire 

Corporationplant in Des Moines before notifyingthe two federal antitrust -

agencies and observing the statutorywaiting period. According to the complaint, 

the parties transferred control of the Pirelli Armstrong assets three days before 

filing notification under the HSR Act with the Commission and the Department of 

Justice. The complaint was filed in the U.S. District Court for the District of 

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

Attorney General. 

C. Complaints (Complaintsfiled aspart of a consent agreement 

not listed separately) 

None 

D. Rules and Formal Interpretations 

1. Rules to Exempt CertainMergers and Acquisitions (Final Rules March 

25, 1996): The Commission and the Department of Justice adopted rules to 

exempt certain classes of transactionsthat are not likely to raise antitrust concerns 

from the reporting and waiting period requirementsof the HSR Act. The rules 

exempt the following types of transactions: 

certain purchases of goods in the ordinary course of business; 

certain real estate acquisitions; 

acquisitionsof oil and natural gas reserves valued at $500 million or less 

and coal reserves valued at $200 million or less; 

certain acquisitionsof voting securitiesof companies that hold real 

property; and 

acquisitionsby institutionalinvestors acquiring real estate solely for rental 

or investment purposes. 

- 2. Rules to Exempt CertainAcquisitions Required by FTC Orders or 

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

1998): Amended rule would exempt from 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. 

3. Limited Liability Companies -Formal Interpretation 15 (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, if the size thresholds of the HSR Act are met. 

4. Affidvits and Certifzcations - Formal Interpretation 16 (Effective 

September 24,1999): The number of originally signed and notarized affidavits 

and certification pages required with each premerger notification filing has been 

changed. Parties were required to submit five original affidavits and 

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

duplicate copies of affidavits and certification pages are now required. 

E. Other 

1. Premerger Notijication Annual Report to Congress Pursuant to 

Section 201 of the HartScott-Rodino Antitrust Improvements Act of 

1976 (October 10,1996): Seventeenth Annual Report (Fiscal Year 1994). 

2. Premerger Notifiation Annual Report to Congress Pursuant to 

Section 201 of the HartScott-Rodino Antitrust Improvements Act of 

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

3. Premerger Notijication Annual Report to Congress Pursuant to 

Section 201 of the HartScott-Rodino Antitrust Improvements Act of 

I976 (August 25,1997): Nineteenth Annual Report (Fiscal Year 1996). 

4. 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). 

5. Premerger Nohycation Annual Report to Congress Pursuant to 

Section 201 of the HartScott-Rodino Antitrust Improvements Act of 

1976 (March 1999): Twenvfmt Annual Report (Fiscal Year 1998). 

6. 1999Premerger Noh>cation Source Book (April 1999): A 

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

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

Speeches; Annual Report and the 1997 Horizontal Merger Guidelines. The 1999 
Source Book replaces the 1990 version. Available &om the U.S. Government 

Printing Office (stock number 018-000-00361-9). 
-- 

III. Nun-Merger En forcement 

HORIZONTAL ENFORCEMENT 

A. Commission Opinions/lnitial Decisions 

1. California Dental Association (March 26, 1996): The Commission 

upheld an administrative complaint that alleged that the association interfered 

with its members' use of truthful and nondeceptive advertising to promote the 

price, quality, and availability of dental services. The order, which upholds a 

1995 initial decision of an administrative law judge, prohibits such practices in the 

future and requires the association to update its Code of Ethics to remove any 

language that does not agree with the provisions of the order. The opinion does 

not prohibit the association from enacting ethical guidelines to regulate false and 

misleading advertising of dental services or members' solicitation of patients 

vulnerable to undue influence. The Supreme Court granted California Dental's 

petition for certiorari. 

2. 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 fix 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. 

3. VISX (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, ruling that complaint counsel failed to present evidence that an 

act of fraud was committed since information was not willfully withheld from the 

.At 

patent office. A final order settled the price fixing allegations in the 1998 

complaint. -
B. Court Decisions 

1. California Dental Association (October 22, 1997): The U.S. Court of 

Appeals for the Ninth Circuit affirmed the Commission's March 1996 order 

agreeing that: 1) the Commission has jurisdiction over CDA, anot-for-profit 

corporation; 2) there was an agreement among competitors; 3) the agreement 

unreasonably restrained trade under a "quick look" rule of reasoning analysis; and 

4) CDA was responsible for the action of its members in restricting truthful, 

nondeceptive advertising. The Ninth Circuit denied CDA's petition for a - rehearing on January 28, 1998. The Supreme Court accepted CDA's petition for 

certiorari on September 29,1998. On May 24,1999, the Supreme Court 

unanimously upheld the Commission's jurisdiction over nonprofit professional 

associations and vacated and remanded the case to the Court of Appeals. The 

Commission's motion to remand the case was denied by the Appeals Court on 

September 10, 1999. 

C. Authorizations to Seek Preliminaryflermanent Injunctions 

None 

D. Consent Orders 

1. * Abbott Laboratories (Proposed Consent Agreements Accepted for 

Public Comment March 16,2000): Abbott and Geneva Pharmaceuticals 

agreed to settle charges that the two firms 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 Abbon 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. * Asociacion de Farmacias Region de Arecibo (Final Order March 2, 

1999): A pharmacy association in northern Puerto Rico and Ricardo Alvarez 

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 

govemment'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. 

3. * Checkpoint Systems, Inc. Final Consent Order April 6, 1998): 

Checkpoint Systems, Inc. and Sensormatic Electronics Coiporation, the two 

largest marketers of electronic article sweillance systems used in retail stores to 

prevent shoplifting, agreed to nullify and void the section of their June 1993 

agreement that restricts negative advertising and promotional claims about each 

other's products or se~ces. The consent order also prohibits each firm from 

entering into any agreement that restricts truthful, non-deceptive advertising, 

comparative advertising or promotional and sales activities. 

4. * 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 taking 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. 

5. * Colegio de Cirujanos Denfitas de Puerto Rico (Proposed Consent 

Agreement Accepted for Public Comment March 6,2000): 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. 

6. * 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 an; forced others to completely forego medical care. 

Theproposed settlement would prohibit such practices in the future and in 

addition, the proposed order will require the College to pay $300,000to the 

catastrophic fund administered by the Puerto Rico Department of Health. 
7. * Columbia River Pilots (Final Order March 1, 1999): A consent order 

prohibits licensed marine pilots in the State of Oregon from imposing 

unreasonable noncompete agreements, allocating customers and engaging in 

exclusive dealing contracts for the provision of piloting services on the Columbia 

River. 

8. Council of Fashion Designers of America (Final Order October 17, 

1995): Consent order prohibits CFDA and the 7th on Sixth, Inc. trade associations 

from attempting to organize any agreement to fix the prices for professional 

modeling services and other modeling agency services provided to major fashion 

shows. 

9. * 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 refused to provide dental services under the govemment'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 

refusing to deal with any third party payer to obtain higher reimbursement rates 

for dental services. 

10. 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 individualsillegally 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. 

11. * 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 firms. Under terms of 

the consent order, Octel must modify the agreement with Ethyl to remove price 
and volume restrictions and both firms are prohibited &om disclosing to one 

another the prices that they charge their customers. 

12. * Fastline Publication, Inc (Final Consent Order July 28, 1998): 

Fastline 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. -

13. Federal News Service Group, Inc and Reuters America, Znc (Final 

Orders December 18,1995): Two orders settle charges that FNSbecame the sole 

producer of verbatim news transcripts after it entered into a production and sale 

agreement not to compete with its competitor, Reuter; America The consent 

orders prohibit the firms, among other things, from entering into or soliciting any 

agreement that would restrain competition in the production, marketing or sale of 

news transcripts. 

14. * Geneva Pharmaceuticals (Proposed Consent Agreements Accepted 

for Public Comment): Refer to discussion under Ahbott Laboratories. 

15. * Institutional Pharmacy . Network (Final Order August - 11.1998): A 

final order prohibits five institutional pharmacies from engaging in anyjoint price 

aegotiation or price agreements for the provision of prescription drugs in an -

attempt to maximize reimbursement rates with managed c&e organizations. 

16. * M.D. Physicians of Southwest Louisiana, Inc (Final Order August 

31, 1998): A group of physicians in the area of Lake Charles, Louisiana settled 

charges that they illegally conspired to fix 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. 

17. Mesa Counfy Physicians ZPA (Final Order May 4,1999): A Colorado 

physicians' organization settled charges issued in an admi~~trative 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 &om offering alternative health insurance programs 

to consumers in Mesa County. 

18. * Michael T.Berkley, D.C. and Mark A. Cassellius, D.C. (Proposed 
Consent Agreement Accepted for Public Comment March 7,2000): A proposed 

consent order will settle charges that Drs. Michael T. Berkley and Mark A. 

Cassellius conspired to fix 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. 

19. * Montana Associated Physicians, Znc and Billings Physician 

Hospital Alliance, Znc (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 fixing the 

fees charged for physician senices. 

20. * Nine West GroupInc (Proposed Consent Agreement Accepted for 

Public Comment March 6,2000): Nine West Group Inc. agreed to settle charges 

that it entered into agreements with retailers and coerced other retailers into fixing 

the retail prices for their shoes and restricted periods when retailers could promote 

sales at reduced prices. The proposed order prohibits Nine West from fixing the 

price at which dealers may advertise, promote or sell any product. Nine West is 

one of the count~~'s largest suppliers of women's shoes. 

71. * North Lake Tahoe Medical Group, Znc (Final Order July 21,1999): 

Physicians practicing in the North and South Lake Tahoe areas settled charges that 

they conspired to fix the prices and terms for professional services. The proposed 

consent agreement would prohibit the IPA from engaging in collective 

negotiations to fix prices, refusing to deal with third party payers and from 

coercing payers into accepting PA fee schedules and minimum reimbursement 

rates. 

22. Port Washington Real Estate Board (Final Order November 17, 

1995): Final order prohibits the Port Washington, New York operator of the 

predominant multiple listing service kom engaging in practices that restrain 

competition among real estate brokers in the provision of residential real estate. 

Among the practices named in the complaint issued with the consent agreement 

are: (1) restricting the use of exclusive agency listings; (2) fixing commission 

splits between listing and selling brokers; (3) prohibiting members from holding 

open house or using "For Sale" signs; and (4) restricting brokers from advertising 

free services to property own&. 

23. * Precision Moulding Co. Znc (Final Order September 3,1996): 

Precision Moulding agreed to settle charges that it attempted to fix prices in the 

market for stretcher bars used to construct frames for artists' canvases. The 
complaint alleges that representatives of Precision Moulding invited a new 

competitor in the industry to raise its prices, suggestingthat the competitor's 

prices were too low. 

24. * &Care of Tennessee, Znc (Final Order June 10,.1996): Consent 

order bars Tennessee's largest provider of pharmacy network services from 

enforcing a "most favored nation" clause that prohibits its network pharmacies 

from accepting lower reimbursement rates for the prescriptions they fill for 

patients covered by other health networks or third party payers. In addition, the 

consent order requires RxCare to remove the MFN clause hm existing contracts 

with pharmacies already in the network. 

25. Santa Clara Motor Car Dealers Association (Final Order December 

13, 1995): Consent order prohibits the association from participating in any 

boycott because of the advertising practices of any newspaper, periodical, 

television or radio station. The order settles charges that the association carried 

out a boycott of the San Jose Mercury News after the newspaper published an 

article informing consumers how to analyze new car factory invoices. 

26. * Sensormatic Electronics Corporation (Final Consent Order April 6, 

1998): Refer to the discussion under Checkpoint Systems, Inc., number 2 above. 

27. * South Lake Tahoe Lodging Association (Final Order October 7, 

1998): Consent order prohibits the association from entering into agreements that 

restrict its members &om posting or advertising room rates for lodgings in the 

South Lake Tahoe area of Northern California and Nevada 

28. * Southern Valley Pool Association (Final Order November I, 1999): 

A consent order prohibits fourteen Bakersfield, California pool construction 

contractors &om 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. 

29. * Stone Container Corporation (Final Consent Order May 18,1998): 

Consent order prohibits Stone Container from manipulating the market for 

linerboard, a corrugated 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 third-party sales 

in the market. 
30. Summit Communications Group, Znc (Final Order October 20, 

1995): Consent order prohibits Summit Communications Group, Inc. and 

Wometco Cable TV from entering into agreements with other providers of cable 

television systems that allocate services to customers and divide markets among 

local cable systems. 

31. Summit Technology, Inc (Final Order February 23,1999): Summit 

Technology and VEX, Inc., two ophthalmic laser manufacturers, settled charges 

that they fixed prices by establishing a patent pool to share their proceeds. The 

consent order prohibits each firm &om engaging in any price fixing practices and 

&om restricting each other's sales or licensing of their photorehctive kertectomy, 

eye surgery that uses lasers to correct vision. 

32. * Urological Stone Surgeons, Znc 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-fixing 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 future and requires the parties to notify the Commission at 

least 45 days before forming or participating in an integrated joint venture to 

provide lithotripsy professional services. 

33. * Wisconsin Chiropractic Association (Proposed Consent Agreement 

Accepted for Public Comment March 7,2000): The Wisconsin Chiropractic 

Association and its executive director, Russell A. Leonard, agreed - to settle 

charges that they conspired to fix the prices for chiropractic goods and services 


and to boycott third 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 Roflssel (March 16,2000): An administrative 


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 Andm 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 

PA conspired to fix the prices for physician services and encouraged its member 

physicians not to deal with certain health insurance companies or other third party 

payers. A 1999 consent order settled all charges in the administrative complaint. 

3. * Summit Technology, Znc and WSX, Znc (March 24,1998): An 

administrative complaint alleged that Summit and VISX, the only two firms that 

market laser equipment for vision correcting eye surgery, engaged in a price fixing 

consphacy that eliminated price competition and product expansion through the 

establishment of a patent pool, to which each fm 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. 

F. Other 

Policy Statements 

1. 1996 Statements of Antitrust Enforcement Policy in Health Care 

(August 28,1996): The Commission and the Department of Justice issued revised 

statements to emphasize that the same antitrust principles that govern other 

industries apply to health care providers and describe, based on the Commission's 

extensive experience in the area, how these basic principles are applied to the 

health care sector. 

Advisory Opinions 

1. BJC Health System (November 9, 1999): Sale of pharmaceutical by nonprofit hospital system to the system's employees, affiliated managed care program 

enrollees, home care subsidiary 

- 2. Orange Pharmacy Equitable Network (May 19,1999): Network of 

retail pharmacies and pharmacists offering drug product distribution and disease 

management se~ces. 
3. Wesley Health Care Center, Znc. (April 29, 1999): Sale of 

pharmaceutical by non-profit skilled nursing facility to volunteers working at the 

facility. 

4. 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. 

5. Phoenir 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. 

6. Alliance of Independent Medical Services, LLC @ecember 22,1997): 

Network of ambulance and ambulette services providers formed to contract for 

transportation senices with third party payers. 

7. Direct Marketing Association (October 14, 1997): Staff advised that the 

association could require its members to (1) honor requests fiom 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. 

8. New Jersey Pharmacists Association (August 12, 1997): Pharmacist 

network offering health education and monitoring services to diabetes and asthma 

patients. 

9. First Look, L.L.C. (June 19, 1997): Network of optical firms organized to 

respond to requests for proposals for employer contracts for optical and vision 

services. 

10. Yellowstone Physicians, LLC(May 17, 1997): Multispecialtyphysician 

network joint venture formed to contract with third pary payers. 

1 1. 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. 

12. Henry County Memcirial Hospital (April 10,1997): Sales of 

pharmaceuticals by non-profit hospital to patients of the hospital's PHO. 

13. Ohio Ambulance Network (January 23, 1997): Network of ambulance 

and ambulate services providers formed to contract for transportation services 

with third party payers. 
14. Mobile Health Resources (January 23,1997): Network of ambulance 

companies formed to contract for transportation services with third party payers. 

15. Southwest Florida Oral Surgery Associates (December 2, 1996): 

Cooperative of oral and maxillofacial surgery practices formed to jointly market 

services to third party payers. 

16. North Ottawa Community Hospital (October 22,1996): Sales of 

pharmaceuticals by non-profit hospital to unaffiliated, non-profit hospice. 

17. Business Health Companies, Znc (October 18,1996): Survey of 

hospital prices by third party consultant. 

18. North Mississippi Health Services (October 3, 1996): Sales of 

pharmaceuticals by non-profit medical center to retired employees. 

19. Valley Baptist Medical Center (September 19,1996): Sales of 

pharmaceuticals by non-profit medical center to medical center operated clinic. 

20. Mayo Medical Laboratories (July 17,1996): State or regional networks 

of hospital laboratories providing outpatient laboratory services organized to 

compete for payer contracts. 

21. William W. Backus Hospital (June 11,1996): Sales of pharmaceuticals 

by non-profit hospital to related non-profit clinics. 

22. American Medical Association (March 26,1996): Dissemination of 

public information relating to proposed revisions to Medicare's resource-based 

relative value scale. 

23. Uronei of Louisiana, L.L.C. (January 23,1996): IPA network of 

urologists formed to conhct with managed care plans. 

24. Southern Arizona Therapy Network, Inc (December 7, 1995): 

Provider network of physical, occupational, and speech therapists organized to 

facilitate contracts among network members and payers. 

25. Columbine Family ~ialth Center (November 8, 1995): Proposal to add 

a patient sorting provision to an agreement between an acute care hospital and a 

rural health care clinic. 
VERTICAL ENFORCEMENT 


A. Comlnission Opinions/Tnitial Decisions 

1. Harper & Row Publishers, Inc. (September 10, 1996): The Commission 

dismissed separate administrative complaints against six book publishers, ruling 

that changes in the book distribution industry have corrected the alleged price 

discrimination practices specified in the 1988 complaint. The complaints had 

charged that the publishers used unfair methods of competition by engaging in 

discriminatory pricing practices and services in the sale of trade books and massmarket paperbacks. 

2. Toys "R" Us (Commission Decision October 14, 1998; September 30, 

1997): An Administrative Law Judge issued an initial decision that, if made final, 

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 

ALJ 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 limit sales to any retailer; and for five years, from 

refusing 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 

warehouse clubs. On December 7,1998, Toys R Us filed a notice of appeal in the 

U.S.District Court for the Seventh Circuit. Oral argument was held May 18, 

1999. Awaiting court decision. 

B. Court Decisions 

1. * Federated Department Stores (Order Violation October 19,1995): A 

settlement was entered in the U.S. District Court for the District of Columbia 

requiring Federated to pay $250,000 in civil penalties to settle charges that it 

violated a 1979 consent order-by threatening to block a competitor kom acquiring 

retail space in a Florence, Kentucky mall in which Federated operates a Lazarus 

department store. 
C. Authorization to Seek Preliminaryflermanent Injunctions 

I. * Mylan Laboratories, Inc. (December 22, 1998): Complaint filed in the 

U.S. District Court for the District of Columbia charged - Mvlan with restraint of 

trade, monopolization and conspiracy to monopolize the market for two generic 

drugs used to treat anxiety, lorazepam and clorazepate, through exclusive dealing 

arrangements. The complaint seeks consumer redress of at l&t $120 million &d 

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@) of 

the Federal Trade Commission Act. Trial is scheduled for Fall 2000. 

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 ffom 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 fire 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 !?om enforcing any requirement that fire truck manufacturers refrain 

from purchasing mid-ship mounted lire pumps !?om any other company, or that 

they purchase or sell only the relevant Hale or Waterous pumps. 

3. * McCormick & Company (Proposed Consent Agreement Accepted for 

Public Comment March 1,2000): 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 proposed order prohibits McCormick 

!?om engaging in price discrimination and ffom selling its products to any 

purchaser at a net price higher than McCormick charged the purchaser's 
4. * New Balance Athletic Shoe, Znc. (Final Order September 10, 1996): 

Consent order settles charges that New Balance fixed and controlled the resale 

prices of its shoes in an effort to raise retail prices for its athletic footwear. 

5. * Waterous Company, Znc (Final Order November 22, 1997): Waterous 

and Hale Products, Inc. agreed to settle charges that for more than 50 years they 

sold fire pumps on an exclusive basis to fire 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 fire truck manufacturers refrain 

from purchasing mid-ship mounted fire 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, fkom 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. 

2. * Toys "R" Us (May 22, 1996): Administrative complaint charged that 

Toys "R Us used its market power to illegally extract agreements &om suppliers 

not to sell selective toys to competing warehouse clubs, thereby reducing toy 

outlet choices for consumers and increasing prices. 

1;. Other 

None 
SINGLE FIRM ENFORCEMENT 

A. Commission OpinionsBnitial Decisions 

None 

B. Court Decisions 

None 

C. Consent Orders 

1. * Dell Computer Corporation (Final Order April 20, 1996): Final 

consent order resolves charges of unlawful practices in standard-setting. The 

order prohibits Dell &om enforcing its patent rights against computer 

manufacturers that adopt VL-bus technology design standard in the central 

processing unit of computers that use 486 chips. The consent order is the first 

time a federal antitrust agency has taken an enforcement action against an entity 

!hat attempted to restrain competition through abuse of a voluntary standardsetting process. 

D. Complaints 

None 

E. Other 

None 
IK International Activities 

As the 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, through intergovernmental agreements and on individual cases, 

participation in multilateral fora, 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 

in the United States. For example, in major transnational mergers such as 

Exxon/Mobil, Ciba-GeigyISandoz, Boeing/McDomell Douglas, GuimessIGrand 

Metropolitan, and Federal-MoguVT&N, ow staff has worked closely with that of 

the European Commission and other foreign antibxst authorities to coordinate our 

analyses and remedies. We believe this has produced substantial benefits for both 

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 an enhanced agreement on positive comity with the European 

Community in 1998 and, in 1999, bilateral cooperation agreements with Israel, 

Brazil, and Japan. In addition, last year we entered into ow first Mutual 

Assistance Agreement under the International Antitrust Enforcement Assistance 

Act 1994 with Australia. The agreement allows us to share confidential 

enforcement information and to obtain law enforcement information from and for 

the other party. 

International Oreanizations. The Commission works in international 

organization, 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 also 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. 

2. -

OECD. In 1998, the OECD adopted a Recommendation concerning effective 

action against hard-core cartels. The Recommendation calls upon member 

countries to adopt and maintain adequate laws prohibiting and detemng hard-core 

cartels and to facilitate enforcement cooperation against such cartels. We are also 

participating in the OECD's in-depth review of members' experiences with 

regulatory reform, including, in particular, the role of competition agencies in the 

reform process. 
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 goup in building a 

worldwide culture of competition. 

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 has 

undertaken short and long-term projects to assist nascent antitrust enforcement 

agencies in Central and Eastern Europe, the former Soviet Union, Latin America, 

Asia, and Aiiica in designing and implementing sound antitrust policies. 

K Competition Speeches 

1. &Emerging Antitrust Issues in Electronic Commercen (November 

12, 1999): David A. Balto, Assistant Director, Antitrust Institute, Distribution 

Practices: Antitrust Counseling in the New Millennium, Columbus, Ohio. 

2. "Global Merger Enforcement" (September 28,1999): Richard G. 

Parker, Bureau Director, International Bar Association, Barcelona, Spain. 

3. "Enforcement Cooperation Among Antitrust Authoritiesn (May 

19, 1999): John J. Parisi, IBC UK Conferences Sixth Annual London Conference 

on BC Competition Law. 

4. "Report from the Bureau of Competitionn (April 15,1999): William 

J. Baer, Bureau Director, ABA Spring Meeting, Washington, DC. 

5. "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. 

- 6. "Report from the Bureau of Competitionn (April 2,1998): William J. 

Baer, Bureau Director, American Bar Association, Antitrust Section Spring 

Meeting 1998, Federal Trade Commission, Washington, DC. 

7. "FIT Perspectives on Competition Policy and Enforcement Initiatives in 
Electric Power" (December 4, 1997): William J. Baer, Bureau Director, 

Conference on The New Rules of the Game for Electric Power: Antitrust & 

Anticompetitive Behavior, Washington, DC. 

8. "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. 

9. "Government Enforcement and Guidance in Health Care Antitrust: 

Maintaining the Balance" (August 5, 1997): Robert Leibenluft, Assistant 

Director, American Bar Association 1997 Annual Meeting. 

10. "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, Washington, DC. 

11. "Merger Remedies" (April 10,1997): George S. Cary, Senior Deputy 

Director, American Bar Association, Antitrust Section, Spring Meeting 1997, 

Washington, D.C. 

12. "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. 

13. '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 1'Aqueduc 11 8, B-1050 Brussels, Belgium. 

14. "Distribution & Marketing -Federal Enforcement: Federal Trade 

Commissionn (February 7, 1997): William J. Baa, Bureau Director, PLI's 37th 

Annual Advanced Antitrust Workshop, Beverly Hills, CA. 

15. "International Antitrust Cooperation & Current Enforcement Issues - Issues of Interest Arising from the FTC's Global Competition Hearingsn 

(January 26 - 28, 1997): William J. Baer, Bureau Director, ABA Antitrust 

Section's Midwinter Leadership Meeting, Kana, HA. 

16. "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. 
17. "The Changing Nature of Competition: An Antitrust Policy Institute - 'Competition and Efficiencies'" (November 7, 1996): William J. Baer, Bureau 

Director, The Section of Antitrust Law of the American Bar Association, 

Washington, DC. 

18. "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 35th Annual 

Corporate Counsel Institute, Northwestern University School of Law, Corporate 

Law Center, San Francisco, CA 

19. "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. 

20. "Antitrust 1997: A Briefing for Corporate Counsel" (October 21,1996): 

William J. Baer, Bureau Director, Business Development AssociateslFederal Bar 

Association Program, Washington, DC. 

21. "Emerging Trends in U.S. Antitrust Enforcementn (July 4,1996): 

William J. Baa, Bureau Director, 17th Annual Antitrust and Trade Regulation 

Seminar of the National ~conomic Research Associates, Inc., Sante Fe, NM. 

22. "Supermarket Mergers, Divestiture Remedies and Slotting Allowances - What's Newn (June 11, 1996): William J. Baer, Bureau Director, Annual Legal 

Conference of the Food Marketing Institute, Santa Fe, NM. 

23. "Consolidation, Restructuring and Antitrust Regulation: New Trends in 

Government Oversight in Mergers and Joint Venturesn (March 7,1996): 

William J. Baa, Bureau Director, 1996 Antitrust Conference. 

24. "What Businesses Can Expect from a Pitofsky ITC" (March 6,1996): 

William J. Baer, Bureau Director, 2nd Annual Conference on European and U.S. 

Competition Law, London, England. 

25. "Antitrust in the Healtbcare Field7' (February 22, 1996): William J. Baer, 

Bureau Director, before the National Healthcare Lawyers Association, 

Washington, DC. 

26. "The Dollar and Sense of Antitrust Enforcement" (January 25,1996): 

William J. Baer, Bureau Director, New York State Bar Association, New York, 

NY. 

27. "Antimonopoly Policy Toward State Bodies" (October 26, 1995): 

William J. Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 

28. "Price Fixing in the U.S.: Continental Group" (October 25, 1995): 

William J. Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 

29. "Price Fixing and Horizontal Restraints" (October 24, 1995): William J. 

Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 
I.11 Statistics 

En forcement Statistic? 


Federal Trade Commission 


Bureau of Competition 


Fiscal Year 1996 - March 31,2000 


Merger Enforcement 

Preliminary Injunctions Authorized 9 

Part III Administrative Complaints 2 

Part I1 Consents 89 

Civil Penalty Actions 14 

(g)(l) Actions 

Other 

9 

5 

Transactions Abandoned after 

Second Request Issued 

Total Merger Actions 

34 

148 

Non-m erger Enforcement 

Part IUAdministrative Complaints 5 

Part I1 Consents 31 

Civil Penalty Actions 1 

PreliminaryE'ermanent Injunctions 1 

Total Non-Merger Actions 38 

To avoid double counting, this chart includes only those enforcement actions 

(preliminary injunctions, Part II consents placed on the public record for comment, Part Ill 

administrative complaints, and civil penalty actions) in which the Commission took its first 

public action during the period. 
Merger Cases 

Fiscal Year 1996 - March 31,2000 

Proposed Consent Agreements Accepted for Comment 

ABB 

Ahold (Giant Food, Inc.) 

Ahold (Stop & Shop) 

Albertson 's Inc. (American Stores) 

Albertson 's Inc. (Buttreyl 

Associated Octel Company Limited 

Autodesk, Inc. 

American Home Products 

Baxter International Inc. 

Boeing Company, The 

British Petroleum Companyp.1.c. (Amoco) 

Cablevision Systems Corp. 

Cadence Design Systems, Inc. 

Castle Harlan Partners. II L.P. 

Zeridian Corporation 

Ciba-Geigy Limited 

Commonwealth Land Title Insurance Company 

Compagnie de Saint-Gobain 

CMS Energy Corp. 

Cooperative Computing, Inc. 

CUC International, Inc. 

CVS Corporation 

Degussa Corporation 

Devro International plc 

Dominion Resources, Inc. 

Dow Chemical Company 

Dwight's Energydata, Inc. 

Emon Corporation (Mobil) 

Exxon Corporation (Royal Dutch Shell) 

Federal-Mogul Corporation 

Fidelity National Financial - Fresenius A. G. 

General Mills, Inc. 

Global Industrial Technologies, Inc. 

Guinness PLC 

Hoechst AG 
Merger Cases 

Fiscal Year 1996 - March 31,2000 

Hughes Danbuly Optical Systems 


Illinois Tool Works, Inc. 


Intel Corporation (Digital Equipment) 


Insilco Corporation 


JC. Penney Company (Eckerd Corporation) 


J.C. Penney Company (Rite Aid Corporation) 


Jitney-Jungle Stores of America, Inc. 


Johnson &Johnson 


Kroger Company (Fred Meyer Stores, Inc.) 


Kroger Company (John C. Groub Company) 


LaFarge Corporation 


Landamerica Financial Group, Inc. 


Litton Industries, Inc. 


Lockheed Martin Corporation 


Loewen Group Inc. 


Loewen Group International Inc. 


MaQermid, Inc. 


Mahle GmbH 


Medtronic, inc. (Avecor) 


Medtronic, Inc. (Physio-Controls) 


,l.leck and Co., Inc. 


lVGC Corporation 


~Vortek.Inc. 


PacifiCorp 


Phillips Petroleum Company 


Praxair Inc. 


Precision Castparts corporation 


Provident Companies, Inc. 


Quexco Inc. 


Raytheon Company 


Reckitt & Colman 


RHIAG 


Rhodia, Donau Chemie 


Rohm & Haas Company 


Roche Holdings Ltd. -


S.C. Johnson & Son, Inc. 


Service Corporation International (Equiq) 


Service Corporation International (Gilbraltar Mausolt 


Shm's Supermarkets, Inc. 


Shell Oil Company (Coastal) 

Merger Cases 

Fiscal Year 1996 - March 31,2000 

Shell Oil Company (Texaco) 


Sky Chefs, Inc. 


SNIA S.p.A. 


Stop &Shop Companies, Inc., The 


Tenet Healthcare Corporation 


Time Warner Inc. 


TR W Inc. 


Upjohn Company 


VhWN.V. 


Wesley-Jessen Corporation 


Williams Companies 


Zeneca Group PLC 


Preliminary Injunctions Authorized 

Blodgert Memorial Medical Center 

BP Amoco 

Cardinal Health Inc. 

McKesson Corporation 

Mediq Inc. 

Questar Corporation 

Rite Aid Corporation 

Staples Inc. 

Tenet Healthcare Corporation 

Part 111 Administrative Complaints 

Automatic Data Processing, Inc. 

Monier Lifetile 

Civil Penalty Actions 

Section 7A (@(I) 

Automatic Data Processing, Inc. 

Blackstone Capital Partners IIMerchant Banking Fund L.P. and Howard A. Lipson 

Foodmaker, Inc. 

Harry E. Figgie, Jr. - Laitram Corporation 

Loewen Group Inc. and Loewen Group International 

Mahle GmbH 

Sara Lee Corporation 

Titan meel International, Inc. 
Merger Cases 

Fiscal Year 1996 - March 31,2000 

Section 7A (g)(2) 

none 

Order Violations 

CVS Corporation 

Columbio/HCA Healthcare Corporation 

Red Apple Companies, Znc. 

Rite Aid Corporation 

Schnuck Markets, Znc. 
Non-Merger Cases 

Fiscal Year 1996 -March 31,2000 

Proposed Consent Agreements Accepted for Comment 

Abbot! Laboratories 

American Cyanamid 

Asociacion de Farmacias Region de Arecibo 

Checkpoint Systems, Inc. 

Chrysler Dealers 

Colegio de Cirujanos Dentistas de PR 

College of Physicians and Surgeons in Puerto Rico 

Columbia River Pilots Association 

Dell Computer Corporation 

Dentists of Juana Dim, Coamo 

Ethyl Corporation 

Fastline Publications 

Geneva Pharmaceuticals 

Hale Products, Inc. 

Institutional Pharmacy Network 

Mark A. Cassellius, D.C. andMichael T.Berkley, D.C, 

McCormic & Company 

M.D. Physician of Southeast Louisiana, Inc. 


MTAssociated Physicians. Inc. 


New Balance Athletic Shoe, Inc. 


Nine West Group Inc. 


North Lake Tahoe Medical Group, Inc. 


Precision Moulding Co., Inc. 


RxCare of Tennessee, Inc. 


Sensormatic Electronics Corporation 


South Lake Tahoe Lodging Association 


Southern Valley Pool Association 


Stone Container Corporation 


Urological Stone Surgeons. Inc. 


Waterous Company 


Wisconsin Chiropractic Association 


Part III Administrative Complaints 

Hoechst Marion Roussel 

Intel Corporation 

Mesa County Physicians IPA 

Summit Technologv. Inc. and VISX, Inc. 

Toys "R" Us 
Non-Merger Cases 

Fiscal Year 1996 -March 31,2000 

Civil Penalty Actions 

Federated Department Stores 

PreliminaryPermanent Injunctions 

Mylan Laboratories, Inc. 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,2000) 

ABB 1 

Abbott Laboratories 33 

Advisory Opinions 40 

AholdNV 10 

Albertson's, Inc. 1 

Alliance of Independent Medical Services 41 

American Cyanamid 44 

American Home Products Corporation 2 

American Medical Association 42 

American Stores 1 

AmocoInc. 3 

Asociacion de Farrnacias Region de Arecibo 33 

Associated Octel Company 2 

Associates in Neurology 41 

AstraAB 19 

Autodesk, Inc. 2 

Automatic Data Processing, Inc. 24, 27 

Baxter International Inc. 2 

BJC Health System 40 

Blackstone Capital Partners 11 Merchant Banking Fund L.P. 27 

Blodgen Memorial Medical Center 21,23,24 

Boeing Company, The 2 

Boral Ltd. 25 

British Petroleum Company p.1.c. 3 

Business Health Companies, Inc. 42 

Cablevision Systems Corp. 3 

Cadence Design Systems, Inc. 3 

California Dental Association 32,33 

Cardinal Health Inc. 20 

Castle Harlan Partners, II L.P. 3 

Ceridian Corporation 3 

Checkpoint Systems, Inc. 34 

Chrysler Dealers 34 

Ciba-Geigy Limited 4 

Clayton Act -- Section 8 25 

CMS Energy Corporation 4 

COBE Cardiovascular, Inc. 17 

Coca-Cola Bottling of the Southwest 21,23 

Colegio de Cimjanos Dentistas de PR 34 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,2000) 

College of Physicians and Surgeons in Puerto Rico 34 

ColumbiaMCA Healthcare Corporation 22 

Columbia River Pilots 35 

Columbine Family Health Center 42 

Commonwealth Land Title Insurance Company 5 

Compagnie de Saint-Gobain 5 

Cooperative Computing, Inc. 5 

Council of Fashion Designers of America 35 

CUC International, Inc. 5 

CVS Corporation 5,22 

Degussa Corporation 5 

Dell Computer Corporation 46 

Dentists of Juana Diaz, Cuarno 35 

Detroit Automobile Dealers Association 35 

Devro International plc 5 

Direct Marketing Association 41 

Doctors Regional Medical Center 17,21,22,24,25 

Dominion Resources, Inc. 6 

Dow Chemical Company 6 

Dwight's Energydata, Inc. 6 

El Paso Energy Corporation 

Elsag Bailey Process Automation N.V. 1 

Equity Corporation 16 

Ethyl Corporation 35 

Exxon Corporation 7 

Fastline Publications 36 

Federated Department Stores 43 

Federal-Mogul Corporation 7 

Federal News Service Group, Inc. 36 

Fidelity National Financial 7 

First Data Corporation 7 

First Look L.L.C. 41 

Foodmaker, Inc. 27 

Foundation for the Accreditation of Hematopoietic Cell 41 

Fred Meyer Stores, Inc. 10 

Freeman Hospital 22,24 

Fresenius A.G. 7 

General Mills, Inc. 8 

Geneva Pharmaceuticals 36 

Giant Food Inc. 9 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,2000) 

Global Industrial Technologies, Inc. 8 

Guinness PLC 8 

Hale Products, Inc. 44 

Harper & Row Publishers, Inc. 43 

Hany E. Figgie, Jr. 28 

Healthcare 

1996 Statements of Antitrust Enforcement Policy in Health Care 40 

Henry County Memorial Hospital 41 

Hoechst AG' 8 

Hoechst Marion Roussel 39 

Holnam, Inc. 11 

Horizontal Merger Guidelines 25 

Howard A. Lipson 27 

Hughes Danbury Optical Systems 9 

Illinois Tool Works, Inc. 9 

Insilco Corporation 9 

Institutional Pharmacy Network 36 

Intel Corporation 9,45 

International Activities 47 

International Association of Conference Interpreters 32 

J.C. Penney Company 10 

Jitney-Jungle Stores of America, Inc. 10 

John C. Groub Company 11 

Johnson & Johnson 10 

Koninklijke Ahold NV 10 

Kroger Company 10,ll 

LaFarge Corporation 1 1 

LaFarge SA 11 

Laitram Corporation 28 

Landamerica Financial Group, Inc. 11 

Limited Liability Companies 29 

Litton Industries, Inc. 11 

Local Health System, Inc. 11 

Lockheed Martin Corporation 11 

Loewen Group Inc. 12,28 

Loewen Group International 12, 28 

MacDemid, Inc. 12 

Mack A. Cassellius, D.C. 36 

Mahle GmbH 12, 28 

Mayo Medical Laboratories 42 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,2000) 

McConnick & Company 44 


McKesson Corporation 20 


M.D. Physicians of Southwest Louisiana 36 

Mediq Inc. 20 

Medtronic, Inc. 12 

Merck and Co., Inc. 13 

Merger Guidelines 25 

Mesa County Physicians IPA 36,40 

Michael T. Berkley, D.C. 36 

Mobile Health Resources 42 

Monier Lifetile LLC 25 

Montana Associated Physicians, Inc. 37 

Morton International 15 

Mustad International Group NV 13 

Mylan Laboratories, Inc. 44 

New Balance Athletic Shoe, Inc. 45 

New Jersey Pharmacists Association 41 

NGC Corporation 13 

Nine West Group Inc. 37 

Nortek, Inc. 13 

North Mississippi Health Services 42 

North Lake Tahoe Medical Group, Inc. 37 

North Ottawa Community Hospital 42 

NTS Corporation 3 

Ohio Ambulance Network 41 

Orange Pharmacy Equitable Network 40 

PacifiCorp 13 

Pacific Dunlop GNF3 Corporation 14 

Parkside Kidney Stone Centers 39 

Phillips Petroleum Company 13, 14 

Phoenix Medical Network, Inc. 41 

Port Washington Real Estate Board 37 

Praxair Inc. 14 

Precision Castparts Corporation 14 

Precision Moulding Co. Inc. 37 

Premerger Notification 27 

Annual Reports 30 


Premerger Source Book 30 


Rules and Formal Interpretations 29 


Protocol 25 
INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,2000) 

Provident Companies, Inc. 14 

Questar Corporation 20 

QuexcoInc. 14 

Raytheon Company 14 

Reckitt & Colman pic 15 

Red Apple Companies, Inc. 22 

Reuters America, Inc. 36 

RHIAG 15 

Rhodia, Donau Chemie AG 15 

Rhone Poulenc 8 

Rite Aid Corporation 15,21,23 

Rohm & Haas Company 15 

Roche Holdings Ltd. 15 

RxCare of Tennessee, Inc. 38 

Santa Clara Motor Car Dealers Association 38 

Sara Lee Corporation 28 

Schnuck Markets, Inc. 23 

S.C. Johnson & Son, Inc. 16 

Sensormatic Electronics Corporation 38 

Service Corporation International 16 

Shaw's Supermarkets, Inc. 16 

Shell Oil Company 16 

Silicon Graphics, Inc. 17 

Sky Chefs, Inc. 17 

SNLA S.p.A. 17 

Southern Arizona Therapy Network, Inc. 42 

Southern Valley Pool Association 38 

South Lake Tahoe Lodging Association 31 

Southwest Florida Oral Surgery Assoc8ates 42 

Speeches 48 

Staples, Inc. 21 

Star Markets, Inc. 16 

Statistics 52 

Stone Container Corporation 38 

Stop & Shop Companies, Inc. 17 

Summit Communications Group, Inc. 39 

Summit Technology, Inc. 39,40 

Tenet Healthcare Corporation 17,21,22,24,35 

Time Warner Inc. 18 

Titan Wheel International, Inc. 29 
INDEX of CASES and SUBJECTS 

(FiscalYear 1996 through March 31,2000) 

Toys "R Us 43,45 

Trendar Corporation 3 

TRWInc. 18 

UNUM Corporation 14 

Upjohn Company 18 

Urological Stone Surgeons, Inc. 39 

Uronet of Louisiana, L.L.C. 42 

Valley Baptist Medical Center 42 

VISX, Inc. 32 

VNUN.V. 18 

Waterous Company, Inc. 44 

Wesley Health Care Center, Inc. 41 

Wesley-Jessen Corporation 19 

William W. Backus Hospital 42 

Williams Companies 19 

'Nisconsin Chiropractic Association 39 

'lellowstone Physicians, LLC 41 

Zenecs Group PLC 19