18. | Admits that Anchor competes with Libbey (and many other entities) in the
sale of glassware and that such competition is based, among other factors, on price.
Denies that “food service glassware” is a distinct product line as a matter of fact or law.
Except as stated above, denies each and every allegation of paragraph 18 of the
Complaint.

19. Denies each and every allegation of paragraph 19 of the Complaint. Avers
that the Original Agreement has been superseded by the Amended Agreement and that
there is therefore no reason to assess the effects of the Original Agreement.

20. Denies each and every allegation of paragraph 20 of the Complaint.
Specifically denies that “food service glassware” is a distinct product line as a matter of
fact or law.

21. Denies each and every allegation of paragraph 21 of the Complaint.

22. Denies each and every allegation of paragraph 22 of the Complaint. Avers
that the Original Agreement has been superseded by the Amended Agreement and that
there is therefore no reason to assess the effects of the Original Agreement.

23. Repeats and realleges each and every statement, admission and denial
made in response to the paragraphs of the Complaint referred to in paragraph 23 thereof
with the same force and effect as if set forth herein at length.

24. Denies each and every allegation of paragraph 24 of the Complaint. Avers
that the Original Agreement has been superseded by the Amended Agreement and that

there is therefore no reason to assess the effects of the Original Agreement.


UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

Commissioners:
Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary

In the Matter of
Docket No. 9301
LIBBEY INC., a corporation,

and

NEWELL RUBBERMAID, INC., a corporation.

CERTIFICATE OF SERVICE

I, C. Wendy Phinny, hereby certify that on May 29, 2002, copies of Answer and Defenses of Respondent
Newell Rubbermaid, Inc. and Notices of Appearance were served via hand delivery on the following:

The Honorable D. Michael Chappell
Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Avenue, N.W. Room 104
Washington, DC 20580

Richard Liebeskind, Assistant Director
Mergers II Division, Bureau of Competition
Federal Trade Commission

601 Pennsylvania Ave., N.W.

Suite 3102

Washington, DC 20580

(202) 326-2441

and by facsimile and first-class mail to:

Steven H. Schulman

Counsel for Respondent Libbey Inc.
Latham & Watkins

555 11th St., NW

Suite 1000

Washington, DC 20004

C. Wendy Phinny

Dated: May 29, 2002

NY2 - 330618.01


DEFENSES AND AFFIRMATIVE DEFENSES

Without assuming any burden that it would not otherwise bear, Newell

Rubbermaid asserts the following defenses and affirmative defenses:

FIRST AFFIRMATIVE DEFENSE

The Commission's Complaint, in whole or in part, fails to state a claim upon

which relief can be granted.

SECOND AFFIRMATIVE DEFENSE

Because the Original Agreement has been abandoned and superseded by the
Amended Agreement, there presently exists no actual or potential violation of Section 7
of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the FTC Act, 15 U.S.C. § 45, asa
result of the Original Agreement. Therefore, to the extent that it is directed solely to the

Original Agreement, the Commission's Complaint is moot.

THIRD AFFIRMATIVE DEFENSE

Newell Rubbermaid has not knowingly or intentionally waived any applicable
affirmative defenses. Newell Rubbermaid presently lacks sufficient knowledge or
information on which to form a belief as to whether it may have available additional

defenses or affirmative defenses, and reserves the right to assert such additional defenses.


25. Repeats and realleges each and every statement, admission and denial
made in response to the paragraphs of the Complaint referred to in paragraph 25 thereof
with the same force and effect as if set forth herein at length.

26. Denies each and every allegation of paragraph 26 of the Complaint. Avers
that the Original Agreement has been superseded by the Amended Agreement and that
there is therefore no reason to assess the effects of the Original Agreement.

27. Repeats and realleges each and every statement, admission and denial
made in response to the paragraphs of the Complaint referred to in paragraph 27 thereof
with the same force and effect as if set forth herein at length.

28. Denies each and every allegation of paragraph 28 of the Complaint.

29. Repeats and realleges each and every statement, admission and denial
made in response to the paragraphs of the Complaint referred to in paragraph 29 thereof
with the same force and effect as if set forth herein at length.

30. Denies each and every allegation of paragraph 30 of the Complaint.


Steven H. Schulman

Counsel for Respondent Libbey Inc.
Latham & Watkins

555 11th St, NW

Suite 1000

Washington, DC 20004


Public

UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

Commissioners:

Timothy J. Muris, Chairman
Sheila F. Anthony

Mozelle W. Thompson
Orson Swindle

Thomas B. Leary

In the Matter of

Docket No. 9301
LIBBEY INC., a corporation,

and

NEWELL RUBBERMAID, INC., a corporation.

ANSWER AND DEFENSES OF RESPONDENT NEWELL RUBBERMAID INC.

Respondent Newell Rubbermaid Inc. (“Newell Rubbermaid”), by its attorneys,
Chadbourne & Parke LLP, answers the allegations of the Complaint as follows:

1. On information and belief, admits the allegations of paragraph 1 of the
Complaint.

2. Denies knowledge or information sufficient to form a belief as to the truth
of the allegations of paragraph 2 of the Complaint.

3. Admits the allegations of paragraph 3 of the Complaint.


WHEREFORE, respondent, Newell Rubbermaid Inc., prays for judgment as

follows:

That the Complaint be dismissed with prejudice;

That judgment be entered in favor of Newell Rubbermaid and against the
Commission on each and every claim set forth in the Complaint;

For such other and further relief as the Commission may deem just and proper.

Dated: May 29, 2002

To:

The Honorable D. Michael Chappell
Administrative Law Judge

Federal Trade Commission

600 Pennsylvania Avenue, N.W. Room 104
Washington, DC 20580

Richard Liebeskind, Assistant Director
Mergers II Division, Bureau of Competition
Federal Trade Commission

601 Pennsylvania Ave., N.W.

Suite 3102

Washington, DC 20580

CHADBOURNE & PARKE LLP

William S. D'Amico
Marvin Lange

Marta a
By. ice

William S. D’Amico
A Member of the Firm
Attorneys for Defendant
Newell Rubbermaid Inc.
1200 New Hampshire Avenue, N.W.
Washington, DC 20036
(202) 974-5600


specialty/industrial glassware businesses. Newell Rubbermaid will retain its food service
glassware business.

13. Denies that “food service glassware” is a distinct product line as a matter
of fact or law. Further avers that the Original Agreement has been superseded by the
Amended Agreement and that there is therefore no reason to assess the effects of the
Original Agreement.

14. Admits that the relevant geographic area in which to assess the effects of
the Amended Agreement is the United States. Avers that this geographic market includes
all domestic and foreign companies that have the ability to sell glass tableware in the
United States. Further avers that the Original Agreement has been superseded by the
Amended Agreement and that there is therefore no reason to assess the effects of the
Original Agreement in any geographic market. Except as stated above, denies each and
every allegation of Paragraph 14 of the Complaint.

15. Denies each and every allegation of paragraph 15 of the Complaint.
Specifically denies that "food service glassware" is a distinct product line as a matter of
fact or law.

16. Denies knowledge or information sufficient to form a belief as to the truth
of the allegations of paragraph 16 of the Complaint.

17. Denies knowledge or information sufficient to form a belief as to the truth

of the allegations of paragraph 17 of the Complaint.


FTC's motion for a preliminary injunction pending the completion of administrative
adjudication.

9. Admits that Libbey and Newell Rubbermaid entered into the Amended
Agreement, which supersedes the Original Agreement, after the preliminary injunction
action was commenced. Admits that Newell Rubbermaid and Libbey entered into the
Amended Agreement to alleviate the FTC's concerns. Admits that the Amended
Agreement reduced the purchase price by approximately $32.5 million. Admits that
pursuant to the Amended Agreement, Libbey will acquire two manufacturing plants and
certain other assets. Except as stated above, denies each and every allegation of
paragraph 9 of the Complaint.

10. Admits that under the Amended Agreement, Newell Rubbermaid will
retain molds, customer relationships and certain other assets used in Anchor Hocking's
food service glassware business. Admits that pursuant to such agreement, Libbey will
acquire two manufacturing plants and certain other assets. Except as stated above, denies
each and every allegation of paragraph 10 of the Complaint.

11. Admits the allegations of paragraph 11 of the Complaint.

12. Denies each and every allegation of paragraph 12 of the Complaint. Avers
that pursuant to the Original Agreement, Libbey proposed to acquire Anchor Hocking,
including its food service, retail and specialty/industrial glassware businesses. Further
avers that pursuant to the Amended Agreement, which supersedes the Original

Agreement, Libbey proposes to acquire only Anchor Hocking's retail and


4. Admits that Anchor Hocking produces and sells glassware to, among other
customers, food service customers. Denies that “food service glassware” is a distinct
product line as a matter of fact or law. Except as stated above, denies knowledge or
information sufficient to form a belief as to the truth of the allegations of paragraph 4 of
the Complaint.

5. On information and belief, admits the allegations of paragraph 5 of the
Complaint.

6. Admits the allegations of paragraph 6 of the Complaint.

7. Denies each and every allegation of paragraph 7 of the Complaint, and
avers that Libbey proposes to acquire the stock of Anchor Hocking from Newell
Rubbermaid pursuant to an Amended and Restated Stock Purchase Agreement, dated
January 21, 2002 ("the Amended Agreement"), which supersedes the Stock Purchase
Agreement dated June 17, 2001 (the "Original Agreement"), and avers that it is retaining
the Anchor Hocking business of selling tabletop glassware to food service customers.

8. On information and belief, admits that the Federal Trade Commission
("Commission" or "FTC") authorized the FTC staff, pursuant to Section 13(b) of the FTC
Act, to seek a preliminary injunction against the Original Agreement, and avers that the
Original Agreement has been superseded by the Amended Agreement. Admits that on
January 14, 2002, the FTC commenced an action in the United States District Court for

the District of Columbia, and admits that on April 22, 2002, the district court granted the