UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 In the Matter of

 INA-HOLDING SCHAEFFLER KG,

 a corporation,

 and

 FAG KUGELFISCHER GEORG SCHÄFER AG,

 a corporation.

File No. 021-0002

AGREEMENT CONTAINING

CONSENT ORDERS

The Federal Trade Commission (“Commission”) having initiated an investigation of the

proposed acquisition of FAG Kugelfischer Georg Schäfer AG (“FAG”) by INA-Holding Schaeffler

KG (“INA”), and it now appearing that FAG and INA (collectively, “Proposed Respondents”) are

willing to enter into this Agreement Containing Consent Orders (“Consent Agreement”) to divest certain

assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized

officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent INA is a corporation organized, existing and doing business under and by

virtue of the laws of Germany, with its office and principal place of business located at

Industriestrasse 1-3, D-91072 Herzogenaurach, Germany.

2. Proposed Respondent FAG is a corporation organized, existing and doing business under and by

virtue of the laws of Germany, with its office and principal place of business located at GeorgSchäfer-Straße 30, 97421 Schweinfurt, Germany.

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint here

attached.

4. Proposed Respondents waive:

a. any further procedural steps;
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b. the requirement that the Commission’s Decision and Order (“Decision & Order”) and Order

to Maintain Assets, both attached hereto and made a part hereof, contain a statement of

findings of fact and conclusions of law; 

c. all rights to seek judicial review or otherwise challenge or contest the validity of the Decision &

Order or the Order to Maintain Assets entered pursuant to this Consent Agreement; and

d. any claim under the Equal Access to Justice Act.

5. Proposed Respondents shall submit an initial report within ten (10) days of date on which they

execute this Consent Agreement and every thirty (30) days thereafter until the Decision & Order

becomes final, pursuant to Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33, signed by

the Proposed Respondents setting forth in detail the manner in which the Proposed Respondents

have to date complied or have prepared to comply, are complying, and will comply with the

Decision & Order and Order to Maintain Assets. Such reports will not become part of the public

record unless and until the Consent Agreement, Decision & Order, and Order to Maintain Assets

are accepted by the Commission for public comment.

6. The Commission may issue its Complaint and Order to Maintain Assets in this matter at any time

after it accepts the Consent Agreement for public comment.

7. This Consent Agreement shall not become part of the public record of the proceeding unless and

until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission,

it, together with the Complaint contemplated hereby, will be placed on the public record for a

period of thirty (30) days and information in respect thereto publicly released. The Commission

thereafter may either withdraw its acceptance of this Consent Agreement and so notify Proposed

Respondents, in which event it will take such action as it may consider appropriate, or issue or

amend its Complaint (as the circumstances may require) and issue its Decision & Order, in

disposition of the proceeding.

8. This Consent Agreement is for settlement purposes only and does not constitute an admission by

Proposed Respondents that the law has been violated as alleged in the draft of Complaint here

attached, or that the facts as alleged in the draft of Complaint, other than jurisdictional facts, are

true.

9. This Consent Agreement contemplates that, if it is accepted by the Commission, the Commission

may (1) issue and serve its Complaint corresponding in form and substance with the draft of

Complaint here attached, (2) issue and serve its Order to Maintain Assets, and (3) make

information public with respect thereto. If such acceptance is not subsequently withdrawn by the

Commission pursuant to the provisions of § 2.34 of the Commission’s Rules, 16 C.F.R. § 2.34,
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the Commission may, without further notice to Proposed Respondents, issue the attached Decision

& Order, in disposition of this proceeding.

10. When final, the Decision & Order and the Order to Maintain Assets shall have the same force and

effect and may be altered, modified or set aside in the same manner and within the same time

provided by statute for other orders. The Decision & Order and the Order to Maintain Assets

shall become final upon service. Delivery of the Complaint, Decision & Order, and the Order to

Maintain Assets to Proposed Respondents’ United States counsel named in this Consent

Agreement by any means specified in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute

service. Proposed Respondents waive any right they may have to any other manner of service.

11. The Complaint may be used in construing the terms of the Decision & Order and the Order to

Maintain Assets, and no agreement, understanding, representation, or interpretation not contained

in the Decision & Order, the Order to Maintain Assets, or the Consent Agreement may be used to

vary or contradict the terms of the Decision & Order or the Order to Maintain Assets.

12. By signing this Consent Agreement, Proposed Respondents represent and warrant that they can

accomplish the full relief contemplated by the attached Decision & Order and the Order to

Maintain Assets (including effectuating all required divestitures, assignments, and transfers and

obtaining all necessary approvals from governmental authorities, leaseholders, and other third

parties to effectuate the divestitures, assignments and transfers), and that all parents, subsidiaries,

affiliates, and successors necessary to effectuate the full relief contemplated by this Consent

Agreement are parties to this Consent Agreement.

13. Proposed Respondents have read the draft of Complaint, and the Decision & Order and Order to

Maintain Assets contemplated hereby. Proposed Respondents understand that once the Decision

& Order and Order to Maintain Assets have been issued, they will be required to file one or more

compliance reports showing that they have fully complied with the Decision & Order and Order to

Maintain Assets. Proposed Respondents agree to comply with the proposed Decision & Order

and the proposed Order to Maintain Assets from the date they sign this Consent Agreement. 

Proposed Respondents further understand that they may be liable for civil penalties in the amount

provided by law for each violation of the Decision & Order and the Order to Maintain Assets after

they become final.
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INA-HOLDING SCHAEFFLER KG

By: 

Dr. Jurgen M. Geissinger

President and CEO

INA-Holding Schaeffler KG

Dated: December 13, 2001

____________________________

Christopher Smith, Esq.

Arent, Fox, Kintner, Plotkin &

 Kahn PLLC

Counsel for INA-Holding

 Schaeffler KG

Dated: December 13, 2001

____________________________

Wayne D. Collins, Esq.

Shearman & Sterling

Counsel for INA-Holding

 Schaeffler KG

Dated: December 13, 2001

FAG KUGELFISCHER GEORG

SCHÄFER AG

By: 

Dr. Uwe Loos

President and Chief Executive Officer

FAG Kugelfischer Georg Schäfer AG

Dated: December 13, 2001

FEDERAL TRADE COMMISSION

 

Nicholas R. Koberstein

Sean G. Dillon

Jeffrey H. Perry

Attorneys

Bureau of Competition

APPROVED:

____________________________

Ann Malester

Assistant Director

Bureau of Competition

____________________________

M. Sean Royall

Deputy Director

Bureau of Competition

____________________________

Susan A. Creighton

Deputy Director

Bureau of Competition

____________________________

Joseph J. Simons

Director

Bureau of Competition
Page 5

 

Jürgen Dittert

Generalbevollmächtigter

FAG Kugelfischer Georg Schäfer AG

Dated: December 13, 2001

____________________________

Michael L. Weiner, Esq.

Skadden, Arps, Slate, Meagher &

 Flom LLP

Counsel for FAG Kugelfischer Georg

 Schäfer AG

Dated: December 13, 2001