Trade Commission 


Enl~, --.-A ~elnent Activities

Fiscnj year.1996 - .ilsrcil 31,I999 

ABA ANTITRUST SECTION 


SPRING MEETING 


Summary of Bureau of Competition Activity 


Fiscal Year 1996 Through March 31. 1999 


Table of Contents 

I. Mergers ................................................ 


A. Consent Orders .................................. 


ABB .......................................... 


Albertson's. Inc. 


Autodesk. Inc ....... 


American Home Products 


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


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


British Petroleum Company p.1.c .................... 2 


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


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


Castle Harlan Partners. II L.P. ...................... 3 


Ciba-Geigy Limited .............................. 3 


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


ColumbiaEICA Healthcare Corporation ................................ 4 


ColumbiaEICA Healthcare Corporation ................................ 4 


Commonwealth Land Title Insurance Company .......................... 4 


Compagnie de Saint-Gobain ......................................... 4 


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


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


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


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


Devro International plc ............................................. 5 


DowChemicalCompany ............................................ 6 


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


EXXON Corporation ...............................................6 


Federal-Mogul Corporation ..........................................6 


First Data Corporation .............................................6 
 .

F1eseniusA.G. ....................................................6 


GeneralMil1s.h~.................................................7 
 .

Global Industrial Technologies. Inc ...................................7 
 .

GuinnessPLC ....................................................7 


HoechstAG ...................................................... 7 


Hughes Danbury Optical Systems ..................................... 7 


Illinois Tool Works. Inc ............................................ .8 


Insilco Corporation ................................................ 8 


Intel Corporation .................................................. 8 


J.C.PenneyCompany .............................................. 8 


Jitney-Jungle Stores of America, Inc ...................................9 


Johnson&Johnson ................................................9 


Koninklijke Ahold NV .............................................. 9 


Koninklijke Ahold NV .............................................. 9 


LaFarge Corporation ............................................... 9 


Landamerica Financial Group. Inc . [formerly Lawyers Title Corporation] ...... 9 


Litton Industries. Inc ............................................... 10 


Local Health System. Inc ........................................... 10 


Lockheed Martin corporation ...................................... .10 


LoewenGroupInc.................................................10 


Loewen Group International ........................................ 10 


MahleGmbH .................................................... 10 


Medtronic. Inc .................................................... 10 


Medtronic. Inc .................................................... 11 


MerckandCo. Inc ................................................. 11 


Mustad International Group NV ..................................... 11 


NGCCorporation ................................................. 11 


Nortek.Inc ...................................................... 11 


PacifiCorp ...................................................... 11 


Phillips Petroleum Company ........................................ 12 


Phillips Petroleum Company ........................................ 12 


PraxairInc....................................................... 12 


Raytheoncompany ............................................... 12 


Rite Aid Corporation .............................................. 12 


Roche Holdings Ltd ............................................... 12 


S.C.Johnson&Son.Inc ............................................ 13 


Service Corporation International .................................... 13 


Service Corporation International .................................... 13 


ShellOilCompany ................................................ 13 


ShellOilCompany ................................................ 13 


Silicon Graphics. Inc ............................................... 13 


Skychefs. Inc .................................................... 14 


Stop & Shop Companies. Inc.. The ................................... 14 


Tenet Healthcare Corporation .......................................14 


TimeWamerInc.................................................14 
 .

TRWInc........................................................15 


Upjohncompany .................................................15 


Wesley-lessen Corporation ........................................ .15 


Williams Companies .............................................. 15 


B. Authorizations to Seek Preliminary Injunctions ..........................16 


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


Cardinal Health Inc ................................................ 16 


McKesson Corporation ............................................ 16 


MediqInc....................................................... 16 


Questar Corporation ............................................... 17 


Rite Aid Corporation .............................................. 17 


Staples.Inc...................................................... 17 


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


C. Commission Opinionshitial Decisions ................................ 17 


D. Court Decisions .................................................. 18 


Blodgett Memorial Medical Center ................................... 18 


Coca-Cola Bottling of the Southwest ................................. 18 


Freeman Hospital ................................................. 18 


E. Orderviolations .................................................. 18 


Columbia/HCA Healthcare Corporation ............................... 18 


CVS Corporation ................................................. 18 


Red Apple Companies. Inc .......................................... 19 


Rite Aid Corporation .............................................. 19 


SchnuckMarkets.Inc .............................................. 19 


F. Other Commission Orders .......................................... 19 


Blodgett Memorial Medical Center ................................... 19 


Coca-Cola Bottling of the Southwest .................................20 


Freeman Hospital ................................................. 20 


G. Complaints ......................................................20 


Automatic Data Processing. Inc ...................................... 20 


Blodgett Memorial Medical Center ................................... 20 


Monier Lifetile LLC .............................................. 20 


H. Other ........................................................... 21 


Clayton Act -- Section 8 ............................................ 21 


Horizontal Merger Guidelines ....................................... 21 


Protocol ........................................................ 21 


11. Hart-Scott-Rodino Antitrust Improvements Act Enforcement ...................... 22 
 . . A. Court Decis~ons .................................................. 22 


B. Consentorders ................................................... 22 


Automatic Data Processing. Inc ...................................... 22 


Blackstone Capital Partners II Merchant ............................... 22 


Foodmaker.Inc................................................... 22 
 . . Hany E. Flggle. Jr .................................................23 


Loewen Group Inc . and Loewen Group International. Inc ..................23 


Mahle GmbH and Metal Leve S.A. ...................................23 


Sara Lee Corporation .............................................-23 


Titan Wheel International. Inc ......................................23 
 .

C. Complaints (Filed as part of a consent agreement not listed separately) ....... 24 


D. Rules and Formal Interpretations ..................................... 24 


Rules to Exempt Certain Mergers and Acquisitions ...................... 24 


Rules to Exempt Certain Acquisitions Required by FTC Orders or Court Orders . 


Amendment to Rule 802.70 ......................................... 24 


Limited Liability Companies -Formal Interpretation ..................... 24 


E. Other ........................................................... 25 


Seventeenth Annual Report (Fiscal Year 1994) ......................... 25 


Eighteenth Annual Report (Fiscal Year 1995) .......................... 25 


Nineteenth Annual Report (Fiscal Year 1996) .......................... 25 


Twentieth Annual Report (Fiscal Year 1997) ........................... 25 


Twenty-first Annual Report (Fiscal Year 1998) ......................... 25 


III. Non-Merger Enforcement .................................................. 26 


Horizontal Enforcement .................................................26 


A. Commission Opinions/Initial Decisions ............................... 26 


California Dental Association ....................................... 26 


International Association of Conference Interpreters ..................... 26 


B. CourtDecisions .................................................. 26 


California Dental Association ....................................... 26 


C. Authorizations to Seek PreliminaryiPermanent Injunctions ................ 26 


D. Consentorders ................................................... 27 


Asociacion de Farmacias Region de Arecibo ........................... 27 


Checkpoint Systems, Inc ............................................ 27 


ChryslerDealers .................................................. 27 


College of Physicians and Surgeons of Puerto Rico ...................... 27 


Columbia River Pilots ............................................. 28 


Council of Fashion Designers of America ............................. 28 


Dentists of Juana Diaz, Cuamo and Santa Isabel, Puerto Rico .............. 28 


Detroit Automobile Dealers Association ............................... 28 


Ethyl Corporation ................................................. 28 


Fastline Publication, Inc ............................................ 29 


Federal News Service Group, Inc ..................................... 29 


Reuters America. Inc ............................................... 29 


Institutional Pharmacy Network ..................................... 29 


M.D. Physicians of Southwest Louisiana. Inc ........................... 29 


Mesa County Physicians IPA ........................................ 29 


Montana Associated Physicians. Inc .- Billings Physician Hospital Alliance. Inc.29 


North Lake Tahoe Medical Group. Inc .................................30 


Port Washington Real Estate Board .................................. .30 


Precision Moulding Co .Inc.........................................30 


RxCare of Tennessee. Inc ...........................................30 


Santa Clara Motor Car Dealers Association ........................... .30 


Sensormatic Electronics Corporation ................................. 31 


South Lake Tahoe Lodging Association ............................... 31 


Stone Container Corporation ........................................ 31 


Summit Communications Group. Inc .................................. 31 


Summit Technology. Inc ........................................... 31 


Urological Stone Surgeons. Inc ....................................... 31 


Parkside Kidney Stone Centers ...................................... 31 


E. Complaints ...................................................... 32 


Mesa County Physicians Independent Practice Association ................ 32 


Summit Technology .Inc.and VISX. Inc ............................... 32 


F. Other ........................................................... 32 


Policy Statements ................................................. 32 


1996 Statements of Antitrust Enforcement Policy in Health Care ........... 32 


AdvisoryOpinions ................................................ 32 


Associates in Neurology ...........................................32 


Phoenix Medical Network, Inc ...................................... 33 


Alliance of Independent Medical Services, LLC ......................... 33 


Direct Marketing Association ....................................... 33 


New Jersey Pharmacists Association .................................. 33 


FirstLo0k.L.L.C. ................................................ 33 


Yellowstone Physicians, LLC ....................................... 33 


Foundation for the Accreditation of Hematopoietic Cell ................... 33 


Henry County Memorial Hospital .................................... 33 


Ohio Ambulance Network .......................................... 33 


Mobile Health Resources ........................................... 33 


Southwest Florida Oral Surgery Associates ............................. 33 


North Ottawa Community Hospital ................................... 34 


Business Health Companies, Inc ...................................... 34 


North Mississippi Health Services .................................... 34 


Valley Baptist Medical Center ....................................... 34 


Mayo Medical Laboratories ......................................... 34 


William W .Backus Hospital ........................................ 34 


American Medical Association ...................................... 34 


Uronet of Louisiana. L.L.C. ......................................... 34 


Southern Arizona Therapy Network, Inc ............................... 34 


Columbine Family Health Center .................................... 34 


Vertical Enforcement .................................................... 34 


A. Commission Opinionshitial Decisions ............................... 34 


Harper &Row Publishers, Inc ....................................... 34 


ToysaR,.Us ..................................................... 35 
 . . B. CourtDeclslons ..................................................35 


Federated Department Stores ........................................35 


C. Authorization to Seek Preliminary/Permanent Injunctions .................35 


Mylan Laboratories. Inc ............................................35 


D. Consentorders ................................................... 36 


Amencancyanamid ..............................................36 


HaleProducts, Inc ................................................. 36 


New Balance Athletic Shoe, Inc ..................................... .36 


Waterous Company, Inc ............................................ 36 


E. 	 Complaints ...................................................... 36 


Intel Corporation ................................................. 36 


ToysaRUs ..................................................... 37 


F. Other ........................................................... 37 


Single Finn Enforcement ................................................. 37 


A. 	 Commission OpinionsLnitial Decisions ............................... 37 


B. 	 Court Decisions ..................................................37 


C. Consentorders ................................................... 37 


Dell Computer Corporation ........................................37 
 .

D. 	 Complaints ......................................................37 


E. 	 Other ........................................................... 38 
 ... N ...................................................
 . 	 International Act~vlt~es 38 . . V. 	 Compeut~onSpeeches................................................... 39 
 . . VI. 	 Stat~stics.............................................................. 42 


ABA ANTITRUST SECTION 


SPRING MEETING 


Summary of Bureau of Competition Activity 

Fiscal Year 1996 Through March 31,1999l 

I. Mergers 

A. Consent Orders 

1. * ABB (Proposed Consent Agreement Accepted for Public Comment January 

6, 1999): ABB agreed to divest the Analytical Division of Elsag Bailey Process 

Automation N.V. to settle 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, Inc. (Final Order December 8, 1998): A consent order 

requires Albertson's to divest eight supermarkets 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 and reduced quality in 11 communities. 

3. * Autodesk, Inc. (Final Order June 18, 1997): Consent order settles charges 

that the acquisition of Sojidesk, Inc. would reduce competition in the development and 

sale of computer-aided design software engines (CAD) and prohibits Autodesk from 

reacquiring "IntelliCADD," a CAD engine recently sold by Softdesk to Boomerang 

Technology, Inc., or any entity that controls the IntelliCadd technology. 

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

by the Commission. 

4. * 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 Commissionapproved buyer. 

5. * Baxter International Inc. (Final Order March 24, 1997): Consent order 

requires divestiture of Baxter's Autoplex product line of Factor VIII inhibitors used in 

the treatment for hemophilia and the licensing of Immuno International AG's fibrin 

sealant, a biologic product in development to be used to control bleeding in surgical 

procedures. According to the complaint issued with the 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. 

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

permits the acquisition of Rockwell International Corporation's Aerospace and 

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

teams competing to develop high-altitude endurance unmanned air vehicles for the 

Department of Defense's Advance Research Projects Agency -- BoeingILockheed 

(developing Tier III Minus, a stealthy, high-altitude endurance unmanned air vehicle) 

and Rockwel~eledyne (developing Tier II Plus, a non-stealthy, 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 11Plus wings to businesses designated by Teledyne. The 

order also establishes a "firewall" between Boeing's Tier IDMinus business and the 

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

7. * British Petroleum Company p.1.c. (Proposed Consent Agreement 

Accepted for Comment December 30, 1998): A proposed consent order requires The 

British Petroleum Company and Amoco Corporation to divest 134 gas stations in 

eight markets and nine light petroleum products terminals to settle antitrust concerns that 

their proposed merger would substantially reduce competition in certain wholesale 

gasoline markets. 

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

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

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

prices and lower quality of cable television services for residents of Paramus and 

Hillsdale, New Jersey. The settlement requires divestiture of TCI's cable systems in the 

two cities. 

9. * Cadence Design Systems, Znc. (Final Order August 11, 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. 

10. * Castle Harlan Partners, I1 LP. (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 

Class Rings, Inc. The new acquisition plan is limited to the class ring business of Town 

& Country Corporation and CJC Holdings, Inc. 

11. * 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 eve1 

required under a consent order, Sandoz agreed to divest its U.S. and Canadian corn 

herbicide business to BASF Aktiengesellschaft within 10 days. The consent order also 

requires the divestiture of Sandoz's flea control business to Central Garden and Pet 

Supply of Lafayette, California within 30 days. 

12. * CMS Energy Corporation (Proposed Consent Agreement Accepted for 


Public Comment March 18, 1999): CMS agreed to settle 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. The proposed consent order 


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


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


competing pipelines falls below historical levels. 


13. ColumbWHCA 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 Petersburg, 


Virginia to a Commission approved acquirer. 


14. Columbia/HCA Healthcare Corporation (Final Order October 3, 


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


HealthTrust, 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. 


15. * Commonwealth Land Title Insurance Company (Final Order 


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


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


competitor in the Washington, DC area, would restrict competition for title services. 


The consent order requires Commonwealth, among other things, to relocate its 


operations and to maintain them as viable businesses in competition with First 


American. 


16. * 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 Carbomndum's Monofrax fused cast refractories business in 


New York, its hot surface igniter business in Puerto Rico, and its silicon carbide 


refractories business in New Jersey to Commission approved acquirers. 


17. Cooperative Computing, Inc. (Final 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 Systems Corporation but requires the 

divestiture within 60 days of the PartFinderB electronic catalog database, and the JCON@ application program interface, and support software and documentation, 

through an exclusive, royalty-free and perpetual license with the right to sublicense, to 

MacDonald Computer Systems or another Commission- approved buyer. 

18. * CUC International, Inc. (Final Order May 4, 1998): CUC settled 

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

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

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

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

requires CUC to divest either Interval or HFS' Resort Condominiums Intemational. 

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

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 Binghamton, New York metropolitan area. The consent 

order requires the divestiture of 114 Revco stores in Virginia and 6 pharmacy counters 

in Binghamton. 

20. * Doghouse Corporation (Final Order June 10,1998): Doghouse agreed to 

restructure a proposed transaction to acquire only one hydrogen peroxide production 

plant from 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, 

Doghouse had planned to acquire all of Dupont's hydrogen peroxide facilities in North 

America. 

21. * Devro Internationalplc (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 Devro Nonh 

America, within three months of the date the order becomes final, to an acquirer preapproved 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. 

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

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

lessened competition for the research and manufacture of chelating agents (chemicals 

used in cleaners, pulp and paper, water treatment, photography, agriculture, food and 

pharmaceutical to neutralize and inactivate metal ions) by combining two of the three 

U.S. producers of the product. The terms of the consent order require Dow to divest 

Sentrachem's U.S. chelant business to Akzo Novel N.V. 

23. " 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. 

24. * 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. 

25. * FederaEMogul Corporation (Final Order December 4, 1998): FederalMogul 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. 

26. 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. 

27. * 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. 

28. * General Mills, Inc. (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. 

29. * Global Industrial Technologies, hc. (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-furnace silica refractories. Global agreed to divest Green's silica 

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

controlled by them -Utah Refractories Company and Worthen and Williams, L.L.C. 

30. * Guinness PLC (Proposed Consent Agreement Accepted for Public 

Comment December 12, 1997): The complaint accompanying the proposed consent 

order alleged that the merger between Guinness and Grand Metropolitan PLC would 

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 pre-approved by the Commission. 

3 1. 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 diItiazem product (originally designed to compete with a similar IvfMD 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 : (I) diltiazem, a hypertension 

and cardiac dmg, (2) drugs used to treat intermittent claudication, severe leg cramps 

caused by ateriosclerosis, (3) oral dosage forms of mesalamine, used to treat 

inflammatory bowel disease, and (4) rifadin, used to treat tuberculosis through the 

divestiture of specific assets and through the accomplishment of prescribed steps 

designed to restore competition to the market. 

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

order settles charges that the acquisition of Irek Optical System Division from 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 Airborne Laser Program in its anti-missile defense system. The 

development of the Air Force program has been contracted to two teams, 

Boeinghckheed and RockwellJHughes . 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. 

33. * Illinois Tool Works, Znc. (Final Order April 23, 1996): Final order 

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

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

Company but 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. 

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

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

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

reduce competition in the markets for welded-seam aluminum radiator and charged air 

cooler tubing in North America. 

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

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

endanger the continuing and future development of the Alpha microprocessor, a direct 

competitor of Intel's Pentium line of computer system components. The order requires 

Digital to license the Alpha technology to Advanced Micro Devices and to Samsung 

Electronics Co., Ltd. or to other Commission-approved companies to manufacture 

Digital's microprocessor devices. 

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

consent orders settle charges that the acquisitions of Eckerd Corporation and 190 

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

position in four metropolitan areas and increase its ability to raise prices for the sale of 

pharmacy services to third party payers. The orders require the divestitures of 34 

Thrifty drug stores and 127 Rite Aid drug stores in the areas by March 21, 1997. 

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

discussion under number 36 above. 

38. * Jitney-Jungle Stores of America, Inc. (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 GulfportBiloxi, Hattiesburg and Vicksburg, Mississippi. The consent order requires the 

divestiture of 10 supermarkets to Supervalu, Inc. 

39. * 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. 

40. * Koninklijke Ahold NV (Final 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 

order requires the divestiture of 30 supermarkets within 30 days to buyers who would 

operate the stores in competition with Ahold's "Edwards" supermarket chain. 

41. * Koninklijke Ahold NV (Proposed Consent Agreement Accepted for 

Public Comment October 15, 1998): A proposed consent order requires Ahold to 

divest 10 supermarkets in Maryland and Pennsylvania to settle antitrust concerns 

stemming from its acquisition of Giant Food Inc. 

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

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

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

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

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

production penalty clause. 

43. 

*Landamerica Financial Group, Znc. [;formerly Lawyers Title 

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

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

Commonwealth Land Title Insurance Company and Transnation Title Insurance 

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

title plant services -- underwriting title insurance in the real estate industry. The consent 

order requires the divestiture of the title plants of Lawyers Title or those of Reliance 

Group to an acquirer approved by the Commission within six months. 

44. * Litton Industries, Inc. (Final Order May 7, 1996): Final order settles 

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

the divestiture of PRC's systems engineering and technical assistance (SETA) contract 

for the Department of Navy's Aegis destroyer program. 

45. 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. 

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

Consent order settles allegations that the proposed acquisition of Loral Corporation 

would 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. 

47. * 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. 

48. * Loewen Group International (Final Order July 30, 1996): Refer to 

discussion under number 37 above. 

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

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

the research, development, manufacture and sale of articulated pistons used in heavy 

duty diesel engines and requires divestiture of Metal Leve's U.S. piston business within 

10 days of the final consent order. 

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

settles allegations stemming from Medtronic'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. 

5 1. * Medtronic, Znc. (Proposed Consent Order Accepted for Public Comment 

March 5, 1999): Medtronic agreed to divest Avecor Cardiovascular, Inc.'s nonocclusive 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. 

52. * 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. 

53. MusladZnternational 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. 

54. 

* NGC Corporation (Final Order December 12, 1996): Final order preserves 

competition in natural gas fractionation in the Mont Belvieu, Texas area. The order 

permits the acquisition of certain gas transportation assets from Chevron Corporation 

but requires the divestiture of the Mont Belvieu I gas liquids fractionation plant in Mont 

Belvieu, Texas. 

55. * 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. 

56. * 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. 

57. * 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 Commissionapproved buyer. 

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

order preserves competition in natural gas gathering systems in the Texas OklahomaPanhandle region. The order requires the parties to modify their acquisition plans to 

prevent Phillips from acquiring Enron Corp.'s 830 miles of natural gas pipeline 

gathering systems in the area. 

59. 

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

acquisition of CBI ~ndustries, Inc. would reduce competition for "merchant" 

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. 

60. 

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

settles charges that the acquisition of Chrysler Technologies Holding, Znc. 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. 

61. 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 concems 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. 

62. * Roche Holdings Lfd. (Final Order April 22, 1998): Roche agreed to 

divest, certain assets in the U.S. and Canada to settle antitrust concems 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) and ongoing business assets relating to chemicals used to test 

for the presence of illegal or abused drugs. 

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

settles charges that Johnson's acquisition of Dowbrands 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. 

64. * Service Corporation International (Final Order March 21, 1996): 

Consent order resolves antitrust concerns regarding the acquisition of assets for funeralrelated services. The order permits the acquisition of Gilbraltar Mausoleum 

Corporation but requires divestiture of seven funeral homes, cemeteries and 

crematories in Texas and Florida within 12 months to Commission-approved 

purchasers that would operate them in competition with SCI. 

65. * Service Corporation International (Proposed Consent Agreement 

Accepted for Public Comment January 15, 1999): The proposed consent agreement 

permits SCI to acquire Equity Corporation International and requires the divestiture 

of funeral service and cemetery properties in 14 markets to Carriage Services, Inc. 

66. * 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 refinery; a terminal and retail gasoline stations in Oahu, 

Hawaii and retail gas stations, and a pipeline in California. 

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

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

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

gathering assets of 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. 

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

agreement settles antitrust concerns relating to the $500 million acquisitions of Alias 

Research Inc. and Wavefront Technologies, Inc., two of the world's three leading 

entertainment graphic software firms that provide high-resolution two-dimensional and 

three-dimensional digital images for movies. The order requires SGI to take steps to 

ensure that this type of software wit1 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. 

69. * Sky Chefs, 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 concerns 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 10years. 

70. * Stop & Shop Companies, Znc., 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. 

71. * 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. 

72. * Time Warner Inc. (Final Order February 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 Tele-Communications, 

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 carry a rival news channel to compete with CNN 

73. * TRWlnc. (Final Order April 6, 1998): TRW settled antitrust allegations 

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

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

part of one of two teams bidding for DOD'S Ballistic Missile Defense Organization's 

lead system integrator program. The acquisition would have placed TRW into BDM's 

role of SETA contractor whereby TRW could gain sensitive competitive information, 

including cost and bidding information, about it's only other competitor for the program. 

According to the complaint issued with the consent order, this situation could have 

resulted in less aggressive bidding and higher prices for the leading system integrator 

program, or put TRW in a position to favor its own team by setting unfair procurement 

specifications or submitting unfair proposal or performance evaluations. The consent 

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

74. * 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 firm, within one year, to divest Pharmacia's topoisomerase I 

inhibitors assets and provide 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 drug. 

75. * 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. 

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

the acquisition of MAPCO, 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 

terminaling of propane in certain Midwest markets. Under terms of the consent order 

Williams agreed to connect its Wyoming gas processing plant to any new competitng 

pipeline in the future. 

77. * Zeneca Group PLC (Proposed Consent Agreement Accepted for 

Comment March 24, 1999): Under terms of a proposed consent order, Zeneca 

agreed to divest assets relating to levobupivacaine, a long-acting local anesthetic, to 

settle antitrust concerns stemming from its proposed merger with Astra AB. The assets 

will be purchased by Chiroscience Group plc, the developer of levobupivacaine. 

B. Authorizations to Seek Preliminary Injunctions 

1. * Blodgett 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, Blodgett 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 Westem 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. * Cardinal Health Inc. (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. 

3. 

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

Cardinal Health Inc., number 2 above. 

4. 

* Mediq Inc. (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, infusion, 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. 

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

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

Gas Transmission Company from Tenncco, Inc. on grounds that the acquisition 

would create a monopoly 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. 

6. 

*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. 

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

preliminary injunction to block the proposed acquisition of OBce Depot, Znc. on 

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

for the sale of office supplies in numerous metropolitan areas in the United States. On 

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

Commission's motion for the injunction. Staples abandoned its acquisition plans in July 

1997. 

8. * 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 on August 10, 1999. An administrative 

complaint 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. 

Commission Opinions/InitiQl Decisions 

None 

D. Court Decisions 

1. 

*Blodgeff 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 Butteworth 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 Boftling of the Southwest (June 10, 1996): The U.S. Court of 

Appeals for the Fifth Circuit vacated and remanded the Commission's decision for 

reconsideration and mled 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 San Antonio Dr Pepper Bottling Company's Dr 

Pepper and Canada Dry franchises was predominantly vertical. 

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

Eighth Circuit affirmed 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). 

E. Order Violations 

1. * Columbia/HCA Healthcare Corporation (July 30, 1998): 

ColumbiaMCA 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 

from 113 Revco pharmacies prior to its Commission approved divestiture to Eckerd. 

The complaint and proposed settlement were filed in U.S. District Court for the District 

of Columbia. In addition to the civil penalty action filed by the Commission, CVS paid 

a fine to the Commonwealth of Virginia for violating Virginia's Board of Pharmacy 

regulations about the proper transfer of prescription records. 

3. *Red Apple Companies, Inc. (Febmary 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. District Court for the Southern District of New York 

by Commission attorneys. The consent agreement settled allegations in an 

administrative complaint that the acquisitions of 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. - District Court for the District of Columbia by Commission attorneys, would require Rite 

Aid to pay the civil penalty to the U.S. Department of Treasury within 30 days. 

5. 

"Schnuck Markets, Inc. (July 28,1997): Schnuck agreed to pay a $3 million 

civil penalty to settle charges that the supermarket chain allowed numerous stores, 

designated for divestiture under a 1995 consent order, to deteriorate before being sold. 

The settlement requires Schnuck to divest two closed supermarkets in the St. Louis 

area within six months to a Commission approved acquirer. The complaint and 

settlement were filed in U.S. District Court for the Eastern District of Missouri. 

F. Other Commission Orders 

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

Commission ended its administrative challenge of the proposed merger of Blodgett and 

Butterworth Health Corporation, two acute care inpatient hospitals in the Grand 

Rapids, Michigan area, concluding that 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 district court declined to bar the firms from 

merging pending the outcome of an administrative trial. 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 Appeals for the Fifth Circuit ruled that the 

competitive effects of the 1984 acquisition 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 Commission 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 

Hospitals substantially reduced competition and raised prices for inpatient acute care 

hospital services in the area. The hospitals consummated the merger after the Eighth 

Circuit affirmed the district court'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 caseby-case basis whether to pursue administrative litigation after the denial of a preliminary 

injunction. 

G. Complaints 

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

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

monopoly and raised prices in the automobile salvage yard information management 

indusq. A final order (October 10, 1997) requires the divestiture of specific 

integrated computer systems for auto parts inventory exchange. 

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

administrative complaint charged that the proposed merger of Blodgett and 

Buttenvorth Hospital would substantially reduce competition for acute-care inpatient 

hospital services in the Grand Rapids, Michigan area. 

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. 

H. Other 

1. Clayton Act -- Section 8 (Effective January 11, 1999): 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 $15,308,000, and (2) the competitive sales of each corporation exceed 

$1,530,800. 

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

and the Department of Justice revised their joint I992 Horizontal Merger Guidelines 

to clarify how they analyze efficiency claims in mergers under review and what merging 

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. 

3. Protocol (Effective March 11.1998): The Commission, the Department of 

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

the agencies will conduct joint and coordinated merger investigations to minimize the 

burden on private parties; protect confidential information; encourage a close 

collaboration between federal and state officials in the settlement process; and 

coordinate efforts in the release of information to the news media. 

II. Hart-Scott-Rodino Antitrust Improvemerzts 

Act Enforcement 

A. Court Decisions 

None 

B. Consent Orders 

1. 

*Automatic Data Processing, Znc. (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 Autolnfo, Inc. The documents excluded from the 

filing included a marketing plan explaining how the acquisition would enable ADP to 

"monopolize the salvage industry." The civil penalty settlement is the thud largest ever 

obtained for a violation of the Hart-Scott-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 Form. The complaint was filed in 

U.S. District Court for the District of Columbia by Commission attorneys serving as 

special attorneys to the U.S. Attorney. 

2. * Blackstone Capital Partners ZZ Merchant Banking Fund LP. 

(March 31, 1999): Blackstone and one of its general partners, Howard A. Lipson, 

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

acquiring the Prime Succession, Inc. chain of funeral homes. When the Blackstone 

notification and report form was submitted, Mr. Lipson certified the filing to be "true, 

correct and complete". That filing contained no documentation relating to the Prime 

acquisition, later discovered by the antitrust agencies through documentation submitted 

by another filing person in an unrelated transaction. Under terms of the settlement, 

Blackstone will pay $2,785,M)D7 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 Form. 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 Genera. 

3. * Foodmaker, Znc. (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 serving as special attorneys 

to the U.S. Attorney General. 

5. 

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

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

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

antitrust agencies before acquiring voting securities of Prime Succession, Inc., valued at 

$16 million. The complaint and settlement were filed in U.S. District Court for the 

District of Columbia by Commission attorneys serving as Special Attorneys to the U.S. 

Attorney General. 

6. 

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

Geman 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. 

7. * 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, 

Reckirt & Colman. The settlement, filed in U.S. District Court for the District if 

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. 

8. * Titan Wheellnternational, Znc. (May 6, 1996): Titan Wheel paid a 

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

Corporation plant in Des Moines before notifying the two federal antitrust agencies 

and observing the statutory waiting 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 as part of a consent agreement 

not listed separately) 

None 

D. Rules and Formal Interpretations 

1. Rules to Exempt Certain Mergers and Acquisitions (Final Rules March 

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

certain classes of transactions that are not likely to raise antitrust concerns from the 

reporting and waiting period requirements of 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; 

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

coal reserves valued at $200 million or less; 

certain acquisitions of voting securities of companies that hold real 

property; and 

acquisitions by institutional investors acquiring real estate solely for rental 

or investment purposes. 

2. Rules to Exempt Certain Acquisitions Required by FTC Orders or 

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

1998): Amended ~le 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 (Effective March 

1, 1999): Creation of an LLC which unites two or more independently-owned 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. 

E. Other 

1. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 

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

2. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 

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

3. Premerger Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 

(~u~&t 25, 1997): Nineteenth Annual Report (Fiscal Year 1996). 

4. Premerger Notification Annual Report $0Congress 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 Notification Annual Report to Congress Pursuant to 

Section 201 of the Hart-Scott-Rodino Antitrust Improvements Act of I976 

(March 1999): Twenty-first Annual Report (Fiscal Year 1998). 

III. Non-Merger Enforcement 

HORIZONTAL ENFORCEMENT 

A. Commission Opinions/Znitial 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 senices 

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, tianslation or other language services 

performed in the United States. 

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, a not-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. 

C. Authorizations to Seek PreIiminary/Permanent Injunctions 

None 

D. Consent Orders 

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

1999): A pharmacy association in nortbem 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 government's 

managed care plan for the indigent. The consent order prohibits the members of the 

association from engaging in joint negotiations for prices and from threatening to 

boycott or refusing to provide pharmacy services. 

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

Checkpoint Systems, Inc. and Sensormatic Electronics Corporation, the two largest 

marketers of electronic article surveillance 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 

services. 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. 

3. * Chrysler Dealers (Proposed Consent Agreement Accepted for Public 

Comment July 31, 1998): An association of 25 automobile dealerships agreed to settle 

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. 

4. * 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 Rjco's govemment-managed care plan for the indigent. According to the 

complaint, filed by the Commission and Puerto Rico's Attorney General in the U.S. 

District Court of Puerto Rico on October 2,1997, the College and physicians engaged 

in an eight day boycott of all physician services for non-emergency patient care, which 

caused many people to be treated at area hospital emergency rooms and forced others 

to completely forego medical care. The proposed settlement would prohibit such 

practices in the future and in addition, the proposed order will require the College to 

pay $300,000 to the catastrophic fund administered by the Puerto Rico Department of 

Health. 

5. * Columbia River Pilots (Final Order March 1, 1999): A consent order 

prohibits licensed marine pilots in the State of Oregon from imposing u~easonable 

noncompete agreements, allocating customers and engaging in exclusive dealing 

contracts for the provision of piloting services on the Columbia River. 

6. 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. 

7. * 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 government's managed 

care plan for the indigent unless they received certain prices. Under the terms of the 

consent order, the dentists are prohibited from jointly boycotting or refusing to deal with 

any third party payer to obtain higher reimbursement rates for dental services. 

8. Detroit Automobile Dealers Association (Final Order June 3, 1997): 

Consent order settles charges against the eleven remaining dealerships in this iitigated 

matter. The administrative complaint charged that the association and its more than 200 

member dealerships and individuals illegally conspired to limit their showroom hours in 

an attempt to restrain competition in the sale of new cars in the Detroit area. Certain 

dealers and associations settled the case in 1994. In June 1995, the Commission ruled 

against the remaining respondents, finding that the dealers' agreement harmed 

consumers by restricting their ability to comparison shop and that the dealers were not 

entitled to the nonstatutory labor exemption of the antitrust laws. The order binds the 

dealerships to the 1995 order with one modification; the requirement that the 

dealerships remain open for a minimum number of hours per week for one year has 

been shortened to the time during which the respondents complied with the provision 

while the matter was under appeal. In addition, the Commission determined that the 

effective date of the consent order be construed to be the effective date of the June 

1995 decision. 

9. * 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 from disclosing to one another the prices that they charge their 

customers. 

10. * Fastline Publication, Znc. (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. 

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

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

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

agreement not to compete with its competitor, Reuters 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. 

12. * Institutional Pharmacy Network (Final Order August 11, 1998): A final 

order prohibits five institutional pharmacies from engaging in any joint price negotiation 

or price agreements for the provision of prescription drugs in an attempt to maximize 

reimbursement rates with managed care organizations. 

13. * M.D. Physicians of Southwest Louisiana, Znc. (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. 

14. Mesa County Physicians IPA (Proposed Consent Order Accepted for 

Comment February 27, 1998): A Colorado physicians' organization agreed to settle 

charges issued in an administrative complaint alleging that the Mesa County IPA 

conspired with its members to increase prices for physician services and thereby 

prevented third party payers such as preferred provider organizations, health 

maintenance organizations, and employer health care purchasing cooperatives from 

offering alternative health insurance programs to consumers in Mesa County. 

15. * Montana Associated Physicians, Znc. and Billings Physician 

Hospital Alliance, Inc. (Final Order January 13, 1997): Consent order prohibits 

Montana Associated and Billings Physician from engaging in any agreement with 

physicians to negotiate or refuse to deal with any health care maintenance organization 

or preferred provider organization and from fixing the fees charged for physician 

services. 

16. * North Lake Tahoe Medical Group, Inc. (Proposed Consent Agreement 

Accepted for Public Comment March 22, 1999): Physicians practicing in the North 

and South Lake Tahoe areas agreed to settle 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 IPA fee schedules and 

minimum reimbursement rates. 

17. 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 from 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 owners. 

18. * 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, suggesting that the competitor's prices were too low. 

19. * RxCare of Tennessee, Inc. (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 from existing contracts with pharmacies already in the 

network. 

20. 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. 

21. " Sensormatic Electronics Corporation (Final Consent Order April 6, 

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

22. * South Lake Tahoe Lodging Association (Final Order October 7, 1998): 

Consent order prohibits the association from entering into agreements that restrict its 

members from posting or advertising room rates for lodgings in the South Lake Tahoe 

area of Northern California and Nevada. 

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

Consent order prohibits Stone Container from manipulating the market for linerboard, a 

cormgated box component, to effect future price increases; encouraging its competitors 

to support a coordinated price increase in the industry; and engaging in other joint 

pricing actions that involve third-party sales in the market. 

24. 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. 

25. Summit Technology, Znc. (Final Order February 23, 1999): Summit 

Technology and VISX, 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 from engaging in any price fixing practices and from restricting 

each other's sales or licensing of their photorefractive kertectomy, eye surgery that uses 

lasers to correct vision. 

26. * 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. 

E. Complaints 

1. * 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 

proposed consent agreement accepted for comment would settle the administrative 

charges. 

2. * Summit Technology, Inc. and VISX, 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 conspiracy 

that eliminated price competition and product expansion through the establishment of a 

patent pool, to which each firm 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 IH. 

Awaiting the initial decision of the Administrative Law Judge. 

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. 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. 

2. Phoenix Medical Network, Inc. (May 20, 1998): Network of physicians in 

Erie, Pennsylvania to provide medical services for a percentage of the insurance 

premiums collected by the payers. 

3. Alliance of Independent Medical Services, UC (December 22, 1997): 

Network of ambulance and ambulette services providers formed to contract for 

transportation services with third party payers. 

4. Direct Marketing Association (October 14,1997): Staff advised that the 

association could require its members to (1) honor requests from consumers that direct 

marketers not contact them, (2) disclose to consumers how their members sell personal 

information about those consumers, and (3) honor consumers' requests that the 

members not sell or transfer their personal information. 

5. New Jersey Pharmacists Association (August 12, 1997): Pharmacist 

network offering health education and monitoring services to diabetes and asthma 

patients. 

6. First Look, LLC. (June 19, 1997): Network of optical firms organized to 

respond to requests for proposals for employer contracts for optical and vision 

services. 

7. Yellowstone Physicians, LLC (May 17, 1997): Multispecialty physician 

network joint venture formed to contract with third pary payers. 

8. 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. 

9. Henry County Memorial Hospital (April 10,1997): Sales of 

pharmaceuticals by non-profit hospital to patients of the hospital's PHO. 

10. Ohw Ambulance Network (January 23, 1997): Network of ambulance and 

ambulate services providers formed to contract for transportation services with third 

Party Payers. 

11. Mobile Health Resources (January 23, 1997): Network of ambulance 

companies formed to contract for transportation services with third party payers. 

12. Southwest Florida Oral Surgery Associates (December 2, 1996): 

Cooperative of oral and maxillofacial surgery practices formed to jointly market 

services to third party payers. 

13. North Ottawa Community Hospital (October 22, 1996): Sales of 

pharmaceuticals by non-profit hospital to unaffiliated, non-profit hospice. 

14. Business Health Companies, Inc. (October 18, 1996): Survey of hospital 

prices by third party consultant. 

15. North Mississippi Health Services (October 3, 1996): Sales of 

pharmaceuticals by non-profit medical center to retired employees. 

16. Valley Baptist Medical Center (September 19, 1996): Sales of 

pharmaceuticals by non-profit medical center to medical center operated clinic. 

17. Mayo Medical Laboratories (July 17, 1996): State or regional networks of 

hospital laboratories providing outpatient laboratoty services organized to compete for 

payer contracts. 

18. William W. Backus Hospital (June 11, 1996): Sales of pharmaceuticals by 

non-profit hospital to related non-profit clinics. 

19. American Medical Association (March 26,1996): Dissemination of public 

information relating to proposed revisions to Medicare's resource-based relative value 

scale. 

20. Uronet of Louisiana, LLC. (January 23, 1996): P A network of urologists 

formed to contract with managed care plans. 

21. 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. 

22. Columbine Family Health Center (November 8, 1995): Proposal to add a 

patient sorting provision to an agreement between an acute care hospital and a mral 

health care clinic. 

VERTICAL ENFORCEMENT 

A. Commission Opinions/Znitial Decisions 

1. Harper & Row Publishers, Inc. (September 10, 1996): The Commission 

34 

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 mass-market 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 ALI 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. 

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 from acquiring retail space in a 

Florence, Kentucky mall in which Federated operates a Lazarus department store. 

C. Authorization to Seek PrelirninaryPermanent Injunctions 

1. * Mylan Laboratories, Inc. (December 22, 1998): Complaint filed in the 

U.S. District Court for the District of Columbia charged Mylan 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 least $120 million and to enjoin the alleged 

illegal exclusive licensing agreements. 

D. Consent Orders 

1. * American Cyanamid (Final Order May 12, 1997): The final consent order 

settles charges that American Cyanamid entered into written agreements with its retail 

dealers to offer substantial rebates to dealers who sold the company's agricultural 

chemical products at or above specified minimum resale prices. The order prohibits 

American Cyanamid from conditioning the payment of rebates or other promotionals on 

the resale prices its dealers charge for its products. 

2. * Hale Products, Znc. (Final Order November 25, 1997): Hale and 

Waterous Company, Inc. agreed to settle charges that for more than 50 years they sold 

fire pumps on an exclusive basis to 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 Hale or 

Waterous pumps. 

3. * 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. 

4. * 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 Corporafion (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 proposed consent order accepted for public comment (March 11, 

1999) would prohibit Intel, among other things, from withholding certain advance 

technical information from a customer for reasons relating to an intellectual property 

dispute with that customer. 

2. " Toys "R" Us (May 22, 1996): Administrative complaint charged that Toys 

"R Us used its market power to illegally extract agreements from suppliers not to sell 

selective toys to competing warehouse clubs, thereby reducing toy outlet choices for 

consumers and increasing prices. 

F. Other 

None 

SINGLE FIRM ENFORCEMENT 

A. Commission OpinionsDnitial 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 from 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 timea federal antitrust agency has taken an 

enforcement action against an entity that attempted to restrain competition through 

abuse of a voluntary standard-setting process. 

D. Complaints 

None 

E. Other 

None 

IV. International Activities 

1. International Cases - International Cooperation. The FTC cooperates with 

foreign antitrust agencies to enforce the antitrust laws in cases where the actors and 

effects may be subject to scrutiny in foreign countries as well as in the United States. 

Examples in the past year include transnational mergers such as BoeindMcDonnell 

Douelas, GuinnessIGrand Metrooolitan, and Federal-Moeul/T&N. The Commission, 

with the Department of Justice, has been seeking to deepen international enforcement 

cooperation through the conclusion of a new positive comity agreement with the 

European Community and a Mutual Assistance Agreement with Australia under the 

International Antitrust Enforcement Assistance Act of 1994. 

2. International Organizations. The Commission works within international 

organization, such as Organization for Economic Cooperation and Development 

(OECD), the World Trade Organization (WTO), NAFTA, and APEC, to promote . 

competition policies and enforcement practices that can be followed by all member 

countries and are consistent with the goals of maintaining competition and open markets 

and enhancing consumer welfare. 

OECD. At the OECD, the FTC and DOJ completed work in the Committee for 

Competition Law and Policy (CLP) on a recommendation concerning cooperation in 

dealing with hard-core cartels. The recommendation, adopted recently by the CLP, 

calls upon member countries to voluntarily adopt and maintain adequate laws for 

prohibiting and deterring hard-core cartels and enabling cooperation in enforcement 

among foreign competition authorities. 

WTO. As a result of the WTO Ministerial in Singapore in December, 1996, a WTO 

working party was established to study issues relating to the interaction between trade 

and competition policy in order to identify any areas that may merit further 

consideration in the WTO framework. It is expected to complete its work by the end 

of this year. 

3. Technical Assistance. The FTC provides technical assistance to new antitrust 

and consumer protection authorities throughout the world. With financial assistance 

from the United States Agency for International Development, long-term projects are 

undertaken in Central and Eastern Europe, the former Soviet Union, and Latin 

America. 

V. Competition Speeches 

1. "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. 

2. "Report from the Bureau of Competition" (April 2, 1998): American 

Bar Association, Antitrust Section Spring Meeting 1998, Federal Trade Commission, 

Washington, DC. 

3. "FTC 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. 

4. "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. 

5. "Government Enforcement and Guidance in Health Care Antitrust: 

Maintaining the Balance" (August 5, 1997): Robert Leibenluft, Assistant Director, 

American Bar Association 1997 Annual Meeting. 

6. "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. 

7. "Merger Remedies" (April 10,1997): George S. Cary, Senior Deputy 

Director, American Bar Association, Antitrust Section, Spring Meeting 1997, 

Washington, D.C. 

8. "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. 

9. "The Convergence of International Competition Regimes --The European 


Union: Prospects & Challenges, International Antitrust Cooperation" 


(February 28, 1997): William J. Baer, Bureau Director, Management Centre Europe, 


Rue de I'Aqueduc 118, B-1050 Brussels, Belgium. 


10. "Distribution & Marketing -- Federal Enforcement: Federal Trade 

Commission" (February 7, 1997): William I. Baer, Bureau Director, PLI's 37th 

Annual Advanced Antitrust Workshop, Beverly Hills, CA. 

11. "International Antitrust Cooperation & Current Enforcement Issues -- Issues of Interest Arising from the FTC's Global Competition Hearings" 

(January 26 - 28, 1997): William J. Baer, Bureau Director, ABA Antitrust Section's 

Midwinter Leadership Meeting, Kona, HA. 

12. "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. 

13. "The Changing Nature of Competition: An Antitrust Policy Institute -- 'Competition and Efficiencies"' (November 7, 1996): William I. Baer, Bureau 

Director, The Section of Antitrust Law of the American Bar Association, Washington, 

DC. 

14. "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 

15. "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. 

16. L'Antitrust1997: A Briefing for Corporate Counsel" (October 21, 1996): 

William 1. Baer, Bureau Director, Business Development AssociateslFederal Bar 

Association Program, Washington, DC. 

17. "Emerging Trends in U.S. Antitrust Enforcement" (July 4, 1996): William J. 

Baer, Bureau Director, 17th Annual Antitrust and Trade Regulation Seminar of the 

National Economic Research Associates, Inc., Sante Fe, NM. 

18. "Supermarket Mergers, Divestiture Remedies and Slotting Allowances -- What's New" (June 11, 1996): William J. Baer, Bureau Director, Annual Legal 

Conference of the Food Marketing Institute, Santa Fe, NM. 

19. "Consolidation, Restructuring and Antitrust Regulation: New Trends in 

Government Oversight in Mergers and Joint Ventures" (March 7, 1996): 

William J. Baer, Bureau Director, 1996 Antitrust Conference. 

20. "What Businesses Can Expect from a Pitofsky FTC" (March 6, 1996): 

William J. Baer, Bureau Director, 2nd Annual Conference on European and U.S. 

Competition Law, London, England. 

21. "Antitrust in the Healthcare Field" (February 22, 1996): William J. Baer, 

Bureau Director, before the National Healthcare Lawyers Association, Washington, 

DC. 

22. "The Dollar and Sense of Antitrust Enforcement" (January 25, 1996): 

William J. Baer, Bureau Director, New York State Bar Association, New York, NY. 

23. "Antimonopoly Policy Toward State Bodies" (October 26, 1995): William J. 

Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 

24. "Price Fixing in the U.S.: Continental Group" (October 25, 1995): William 

J. Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 

25. "Price Fixing and Horizontal Restraints" (October 24, 1995): William J. 

Baer, Bureau Director, Academy of Sciences, Kiev, Ukraine. 

VI. Statistics 

Enforcement StatisticsZ 


Federal Trade Commission 


Bureau of Competition 


Fiscal Year 1996 - March 31,1999 


Merger Enforcement 

Preliminary Injunctions Authorized 8 

Part III Administrative Complaints 2 

Part II Consents 

Civil Penalty Actions 

(g)(l) Actions 

Other 

9 

4 

Transactions Abandoned after Second 

Request Issued 

Total Merger Actions 

24 

115 

Non-merger Enforcement 

Part Ill Administrative Complaints 4 

Part II Consents 23 

Civil Penalty Actions 1 

Total Non-Merger Actions 27 

To avoid double counting, this chart includes only those enforcement actions (preliminary 

injunctions, Part II consents placed on the public record for comment, Part III administrative 

complaints, and civil penalty actions) in which the Commission took its first public action during the 

period. 

Merger Cases 

Fiscal Year 1996 -- March 31,1999 

Proposed Consent Agreements Accepted for Comment 

ABB 

Albertson's Inc. 

Autodesk, Inc. 

American Home Products 

Baxter International Inc. 

Boeing Company, The 

British Petroleum Company p.1.c. 

Cablevision Systems Corp. 

Cadence Design Systems, Inc. 

Castle Harlan Partners, I1 L.P. 

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 

Dow Chemical Company 

Dwight's Energydata, Inc. 

EXYON Corporation 

Federal-Mogul Corporation 

Fresenius A.G. 

General Mills, Inc. 

Global Industrial Technologies, Inc. 

Guinness PLC 

Hughes Dunbury Opticai Systems 

Illinois Tool Works, Inc. 

Intel Corporation (Digital Equipment) 

Insilco Corporation 

J.C. Penney Company (Eckerd Corporation) 

J.C. Penney Company (Rite Aid Corporation) 

Merger Cases 

Fiscal Year I996 -- March 31,1999 

Jitney-Jungle Stores of America, Inc. 


Johnson &Johnson 


Koninklijke Ahold NV (Giant) 


Koninklijke Ahold NV (Stop & Shop) 


LaFarge Corporation 


Landamerica Financial Group, Inc. 


Litton Industries, Inc. 


Lackheed Martin Corporation 


Loewen Group Inc. 


Loewen Group International Inc. 


Mahle GmbH 


Medtronic, Inc. (Avecor) 


Medtronic, Inc. (Physio-Controls) 


Merck and Co., Inc. 


NGC Corporation 


Nortek, Inc. 


PacijiCorp 


Phillips Petroleum Company 


Praxair Inc. 


Raytheon Company 


Roche Holdings Ltd. 


S.C. Johnson & Son, Inc. 

Service Corporation International (Equity) 

Service Corporation International (Gilbraltar Mausoleum) 

Shell Oil Company (Coastal) 

Shell Oil Company (Texaco) 

Sky Chefs, Inc. 

Stop &Shop Companies, Inc., The 

Tenet Healthcare Corporation 

Time Warner Inc. 

TRW lnc. 

Upjohn Company 

Wesley-Jessen Corporation 

Williams Companies 

Zeneca Group PLC 

Preliminary Injunctions Authorized 

Blodgen Memorial Medical Center 

Cardinal Health Inc. 

McKesson Corporation 

Mediq Inc. 

Questar Corporation 

Rite Aid Corporation 

Staples Inc. 

Tenet Healthcare Corporation 

Part IZI Administrative Complaints 

Automatic Data Processing, Inc. 

Monier Lifetile 

Civil Penalty Actions 

Section 7A @)(I) 

Automatic Data Processing, Inc. 

Blackstone Capital partners II Merchant Banking Fund L.P. 

Columbia/HCA Healthcare Corporation 

Foodmaker, Inc. 

Loewen Group Inc. and Loewen Group International 

Mahle GmbH 

Harry E. Figgie. Jr. 

Sara Lee Corporation 

Titan Wheel International, Inc. 

Section 7A (g)(2) 


none 


Order Violations 


CVS Corporation 


Red Apple Companies, Inc. 


Rite Aid Corporation 


Schnuck Markets, Inc. 


Non-Merger Cases 

Fiscal Year 1996- March 31,1999 

Proposed Consent Agreements Accepted for Comment 

American Cyanamid 

Asociacion de Farmacias Region de Arecibo 

Checkpoint Systems, Inc. 

Chrysler Dealers 

College of Physicians and Surgeons in Puerto Rico 

Columbia River Pilots Association 

Dell Cottzputer Corporation 

Dentists of Juana Diaz, Coamo 

Ethyl Corporation 

Fasrline Publications 

Hale Products. Inc. 

Institutional Pharmacy Network 

M.D. Physician of Southeast Louisiana, inc. 


MT Associated Physicians, Inc. 


New Balance Athletic Shoe, Inc. 


North Lake Tahoe Medical Group, Inc. 


Precision Moulding Co., Inc. 


RxCare of Tennessee, Inc. 


Sensormatic Electronics Corporation 


South Lake Tahoe Lodging Association 


Stone Container Corporation 


Urological Stone Surgeons, Inc. 


Waterous Company 


Part III Administrative Complaints 

Intel Corporation 

Mesa County Physicians IPA 

Summit Technology, Inc. and VISX, Inc. 

Toys "R" Us 

Civil Penalty Actions 

Federated Department Stores 

Preliminary/Permanent Injunctions 

Mylan Laboratories, Inc. 

INDEX of CASES and SUBJECTS 

(Fiscal Year I996 through March 31,1999) 

ABB 1 

Advisory Opinions 32 

Albertson's, Inc. 1 

Alliance of Independent Medical Services 33 

American Cyanamid 36 

American Home Products Corporation 2 

American Medical Association 34 

Amoco Inc. 2 

Asociacion de Farmacias Region de Arecibo 27 

Associates in Neurology 33 

Autodesk, Inc. 1 

Automatic Data Processing, Inc. 20, 22 

Baxter International Inc. 2 

Blackstone Capital Partners II Merchant Banking Fund L.P. 22 

Blodgett Memorial Medical Center 16, 18, 19.20 

Boeing Company, The 2 

Boral Ltd. 20 

British Petroleum Company p.1.c. 2 

Business Health Companies, Inc. 34 

Cablevision Systems Corp. 3 

Cadence Design Systems, Inc. 3 

California Dental Association 26 

Cardinal Health Inc. 16,26 

Castle Harlan Partners, II L.P. 3 

Checkpoint Systems, Inc. 27 

Chrysler Dealers 27 

Ciba-Geigy Limited 3 

Clayton Act -- Section 8 21 

CMS Energy Corporation 4 

Coca-Cola Bottling of the Southwest 18, 20 

College of Physicians and Surgeons in Puerto Rico 27 

Columbia/HCA Healthcare Corporation 4, 18 

Columbia River Pilots 28 

Columbine Family Health Center 34 

Commonwealth Land Title Insurance Company 4 

Compagnie de Saint-Gobain 4 

Cooperative Computing, Inc. 5 

Council of Fashion Designers of America 28 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,1999) 

CUC International, Inc. 5 

CVS Corporation 5, 18 

Degussa Corporation 5 

Dell Computer Corporation 38 

Dentists of Juana Diaz, Cuamo 28 

Detroit Automobile Dealers Association 28 

Devro International plc 5 

Direct Marketing Association 33 

Doctors Regional Medical Center 14, 17 

Dow Chemical Company 6 

Dwight's Energydata, Inc. 6 

Ethyl Corporation 28 

EXXON Corporation 6 

Fastline Publications 29 

Federated Department Stores 35 

Federal-Mogul Corporation 6 

Federal News Service Group, Inc. 29 

First Data Corporation 6 

Fist Look L.L.C. 33 

Foodmaker, Inc. 22 

Foundation for the Accreditation of Hematopoietic Cell 33 

Freeman Hospital 18,20 

Fresenius A.G. 6 

General Mills, Inc. 7 

Giant Food Inc. 9 

Global Industrial Technologies, Inc. 7 

Guinness PLC 7 

Hale Products, Inc. 36 

Harper & Row Publishers, Inc. 34 

Harry E. Figgie, Jr. 23 

Healthcare 

1996 Statements of Antitrust Enforcement Policy in Health Care 32 

Henry County Memorial Hospital 33 

Hoechst AG 7 

Holnam, Inc. 9 

Horizontal Merger Guidelines 21 

Howard A. Lipson 22 

Hughes Danbury Optical Systems 7 

Illinois Tool Works, Inc. 8 

Insilco Corporation 8 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,1999) 

Institutional Pharmacy Network 29 

Intel Corporation 8,36 

International Activities 38 

International Association of Conference Interpreters 26 

J.C. Penney Company 8 

Jitney-Jungle Stores of America, Inc. 9 

Johnson & Johnson 9 

Koninklijke Ahold NV 9 

LaFarge Corporation 9 

LaFargeSA 9 

Landamerica Financial Group, Inc. 9 

Limited Liability Companies 24 

Litton Industries, Inc. 10 

Local Health System, Inc. 10 

Lockheed Martin Corporation 10 

Loewen Group Inc. 10, 23 

Loewen Group International 10,23 

Mahle GmbH 10.23 

Mayo Medical Laboratories 34 

McKesson Corporation 16 

M.D. Physicians of Southwest Louisiana 29 

Mediq Inc. 16 

Medtronic, Inc. 10, I1 

Merck and Co., Inc. 11 

Merger Guidelines 21 

Mesa County Physicians PA 29,32 

Mobile Health Resources 33 

Monier Lifetile LLC 20 

Montana Associated Physicians, Inc. 29 

Mustad International Group NV 11 

Mylan Laboratories, Inc. 35 

New Balance Athletic Shoe, Inc. 36 

New Jersey Pharmacists Association 33 

NGC Corporation 11 

Nortek, Inc. 11 

Nonh Mississippi Health Services 34 

North Lake Tahoe Medical Group, Inc. 30 

North Ottawa Community Hospital 34 

Ohio Ambulance Network 33 

PacifiCorp 11 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,1999) 

Parkside Kidney Stone Centers 31 

Phillips Petroleum Company 12 

Phoenix Medical Network, Inc. 33 

Port Washington Real Estate Board 30 

Praxair Inc. 12 

Precision Moulding Co. Inc. 30 

Premerger Notification 22 

Annual Reports 25 

Rules and Formal Interpretations 24 

Protocol 21 

Questar Corporation 17 

Raytheon Company 12 

Red Apple Companies, Inc. 19 

Reuters America, Inc. 29 

Rite Aid Corporation 12, 17, 19 

Roche Holdings Ltd. 12 

RxCare of Tennessee, Inc. 30 

Santa Clara Motor Car Dealers Association 31 

Sara Lee Corporation 23 

Schnuck Markets, Inc. 19 

S.C. Johnson & Son, Inc. 13 

Sensormatic Electronics Corporation 3 1 

Service Corporation International 13 

Shell Oil Company 13 

Silicon Graphics, Inc. 13 

Sky Chefs, Inc. 14 

Southern Arizona Therapy Network, Inc. 34 

South Lake Tahoe Lodging Association 31 

Southwest Florida Oral Surgery Associates 33 

Speeches 39 

Staples, Inc. 17 

Statistics 42 

Stone Container Corporation 31 

Stop & Shop Companies, Inc. 9, 14 

Summit Communications Group, Inc. 31 

Summit Technology, Inc. 31,32 

Tenet Healthcare Corporation 14, 17 

Time Warner Inc. 14 

Titan Wheel International, Inc. 23 

Toys "R Us 35,37 

INDEX of CASES and SUBJECTS 

(Fiscal Year 1996 through March 31,1999) 

TRW Inc. 15 

Upjohn Company 15 

Urological Stone Surgeons, Inc. 31 

Uronet of Louisiana. L.L.C. 34 

Valley Baptist Medical Center 34 

VISX, Inc. 32 

Waterous Company, Inc. 36 

Wesley-Jessen Corporation 15 

William W. Backus Hospital 34 

Williams Companies 15 

Yellowstone Physicians, LLC 33 

Zeneca Group PLC 15