UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

)

FEDERAL TRADE COMMISSION, )

)

Plaintiff, )

v. ) Civil Case No. 1:11-CV-02239 (RLW)

)

GRACO INC., et al., )

)

Defendants. )

)

PLAINTIFF’S SUPPLEMENTAL OPPOSITION 

TO DEFENDANT GRACO’S MOTION 

TO DISMISS OR TRANSFER:

RESPONSES TO THE COURT’S QUESTIONS

Case 1:11-cv-02239-RLW Document 42 Filed 01/13/12 Page 1 of 16
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Table of Contents

INTRODUCTION .......................................................................................................................... 1

I. Both ITW Defendants Are Proper Parties to This Action ............................................ 1

A. Section 5 of the FTC Act and Sherman Act Principles........................................... 2

B. Section 5 of the FTC Act and Clayton Act Principles............................................. 3

C. The ITW Defendants are Proper Parties................................................................ 6

II. The ITW Defendants are Bound by Their Stipulation to Personal Jurisdiction and 

Venue ............................................................................................................................ 6

III. The Court Should Grant Jurisdictional Discovery Before Dismissing or Transferring 

this Case........................................................................................................................ 9

CONCLUSION............................................................................................................................. 10

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Table of Authorities

Cases

Am. Fin. Serv. Ass’n. v. FTC, 767 F.2d 957 (D.C. Cir. 1985)........................................................ 4

Barbour v. Medlantic Mgmt. Corp., 952 F.Supp. 857 (D.D.C. 1997)............................................ 8

Chicago Bridge & Iron Co., D-9300, 2005 FTC LEXIS 215 (Jan. 6, 2005).................................. 5

Crenshaw v. Antokol, 287 F. Supp. 2d 37 (D.D.C. 2003)............................................................... 5

Dean Foods, Inc., D-8674, 1966 FTC LEXIS 32 (Nov. 14, 1966) ................................................ 4

FDIC v. St. Paul Fire and Marine Ins. Co., 942 F.2d 1032 (6th Cir. 1991) .................................. 8

*Fiat Motor Co. v. Alabama Imported Cars, Inc., 292 F.2d 745 (D.C. Cir. 1961)...................... 10

FTC v. Brown Shoe Co., 384 U.S. 316 (1966)................................................................................ 2

FTC v. Colgate-Palmolive Co., 380 U.S. 374 (1965)..................................................................... 4

*FTC v. Indiana Fed’n of Dentists, 476 U.S. 447 (1986) .............................................................. 2

FTC v. Sperry & Hutchinson Co., 405 U.S. 233 (1972)................................................................. 2

GTE New Media Svcs. Inc. v. BellSouth Corp., 199 F.3d 1343 (D.C. Cir. 2000) ........................ 10

*Seifert v. Winter, 555 F. Supp. 2d 3 (D.D.C. 2008)...................................................................... 9

*U.S. v. Am. Bldg. Maint. Indus., 422 U.S. 271 (1975).............................................................. 3, 4

U.S. v. E. I. du Pont de Nemours, 353 U.S. 586 (1957).................................................................. 5

*U.S. ex rel. Miller v. Bill Harbert Int’l Constr., 608 F.3d 871 (D.C. Cir. 2010).......................... 8

U.S. v. Phillips Petroleum Co., 367 F. Supp. 1226 (C.D. Cal. 1973)............................................. 5

*U.S. v. Rockford Mem’l Corp., 898 F.2d 1278 (7th Cir. 1990) .................................................... 3

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Yamaha Motor Co. v. FTC, 657 F.2d 971 (8th Cir. 1981).............................................................. 4

Statutes

Section 1 of the Sherman Act, 15 U.S.C. § 1 ................................................................................. 2

Section 5 of the FTC Act, 15 U.S.C. § 45 ............................................................................. passim

Section 13(b) of the FTC Act, 15 U.S.C. § 53(b)................................................................... 1, 5, 6

28 U.S.C. § 1391(c)(2)................................................................................................................ 5, 6

Rules

*Fed. R. Ev. 201(b) ........................................................................................................................ 9

Miscellaneous

Complaint, U.S. v. H&R Block, No. 11-00948 (D.D.C. May 23, 2011),

http://www.justice.gov/atr/cases/f271500/271579.htm .................................................................. 6

Complaint, U.S. v. VISA U.S.A. Inc., No. 98-7076 (S.D.N.Y. Oct. 7, 1998), 

http://www.justice.gov/atr/cases/f1900/1973.htm .......................................................................... 2

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INTRODUCTION

The Court asked the parties to address two questions: (1) Are the ITW Defendants proper 

parties to this action? and (2) Are the ITW Defendants bound by their stipulation to personal 

jurisdiction and thereby venue in this district? The answer to both questions is yes.

The Defendants’ Supplemental Memorandum in Support of Graco’s Motion to Dismiss 

and Transfer (“Joint Brief”) underscores one important concession: Illinois Tool Works Inc. 

(“ITW”), parent of ITW Finishing LLC (“ITWF”) and a necessary party to the Asset Purchase 

Agreement that underlies this action, is subject to the personal jurisdiction of this Court. The 

remainder of the Joint Brief primarily relies on claims that are factually or legally incorrect. 

Most notably, Defendants implausibly deny that ITWF stipulated to personal jurisdiction. The

letter in which the stipulation appeared, the definitions in the FTC’s Request for Additional 

Information (“Second Request”) to which the stipulation responded, and the surrounding 

correspondence establish otherwise. Finally, the Joint Brief avoids answering either of the 

Court’s questions. 

I. Both ITW Defendants Are Proper Parties to this Action

Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), (“Section 13(b)”), authorizes the FTC 

to seek a preliminary injunction to prevent a violation of Section 5 of the FTC Act, 15 U.S.C. 

§ 45, (“Section 5”), prior to completion of an administrative proceeding on the antitrust merits of 

the conduct in question. This action is such a 15 U.S.C. § 53(b) proceeding. The FTC seeks to 

enforce Section 5, which prohibits unfair methods of competition.

As the Supreme Court has held:

The standard of “unfairness” under the FTC Act . . . encompass[es] not only

practices that violate the Sherman Act and the other antitrust laws, but also 

practices that the Commission determines are against public policy for other 

reasons. 15 U.S.C. § 45(a)(2).

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FTC v. Indiana Fed’n of Dentists, 476 U.S. 447, 454 (1986) (citation omitted); see also FTC v. 

Brown Shoe Co., 384 U.S. 316, 320-21 (1966) (“[T]he Commission has broad powers to declare 

trade practices unfair. This . . . power . . . is particularly well established with regard to trade 

practices which conflict with the basic policies of the Sherman and Clayton Acts even though 

such practices may not actually violate these laws.”); FTC v. Sperry & Hutchinson Co., 405 U.S. 

233, 244 (1972) (“[L]egislative and judicial authorities alike convince us that the Federal Trade 

Commission does not arrogate excessive power to itself if . . . it . . . considers public values 

beyond simply those enshrined in the letter or encompassed in the spirit of the antitrust laws.”).

A. Section 5 of the FTC Act and Sherman Act Principles

Despite the Defendants’ studied silence regarding the Sherman Act, Section 5 is not 

simply an echo of the Clayton Act but prohibits conduct that violates the principles of both the 

Clayton and Sherman Acts. See, e.g., Indiana Fed’n of Dentists, 476 U.S. at 466 (stating that the 

Commission’s findings were sufficient as a matter of law to establish a violation of Section 1 of 

the Sherman Act, and, hence, Section 5). 

Section 1 of the Sherman Act prohibits “[e]very contract . . . in restraint of trade or 

commerce among the several States . . . .” 15 U.S.C. § 1. The FTC’s allegation that the Asset 

Purchase Agreement violates Section 5, Redacted Complaint ¶ 51, is based in part on the 

principles of Section 1 of the Sherman Act, principles the Commission enforces through its 

Section 5 authority. See Indiana Fed’n of Dentists, 476 U.S. at 466. Sherman Act cases 

generally name all parties to an allegedly illegal agreement. See, e.g., Complaint, U.S. v. VISA 

U.S.A. Inc., No. 98-7076 (S.D.N.Y. Oct. 7, 1998),

http://www.justice.gov/atr/cases/f1900/1973.htm. ITW is a seller under the agreement and has 

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agreed to accept $650 million from Graco.

1

ITWF, which directly holds the assets being sold, is 

also a seller.2 Under Sherman Act principles incorporated in Section 5 of the FTC Act, the ITW 

Defendants are alleged “law violators” – to use Graco’s terminology – in the same manner and to 

the same extent as Graco and are properly and fairly named as defendants.

Further, it is well established that an acquisition, no less than any other agreement, may 

violate Section 1 of the Sherman Act. See U.S. v. Rockford Mem’l Corp., 898 F.2d 1278, 1281-

82 (7th Cir. 1990) (“We doubt whether there is a substantive difference today between the 

standard for judging the lawfulness of a merger challenged under [S]ection 1 of the Sherman Act 

and the standard for judging the same merger . . . under [S]ection 7 of the Clayton Act . . . . [T]he 

interpretations have, after three quarters of a century, converged.” (citations omitted)). As with 

Sherman Act challenges to other types of allegedly anticompetitive agreements, Sherman Act 

challenges to allegedly anticompetitive acquisitions routinely and properly name all parties to the 

agreement. See, e.g., id. at 1278. Challenges to anticompetitive acquisitions under Section 5 of 

the FTC Act properly do the same. 

B. Section 5 of the FTC Act and Clayton Act Principles

Section 5 also incorporates the principles of the Clayton Act. Although the Clayton Act 

by its terms prohibits only anticompetitive acquisitions, the FTC Act, which incorporates the 

principles but not the language of the Clayton Act, is not limited by statutory restrictions on 

Section 7’s reach. See, e.g., U. S. v. Am. Bldg. Maint. Indus., 422 U.S. 271, 279 n.7 (1975)

 

1 Asset Purchase Agreement art. 1 and § 3.1, Ex. 1. In addition, ITW is the sole ITW entity with

authority to terminate the agreement, § 9.1(a), (c); the $20 million penalty if the transaction does 

not close is payable to ITW, § 9.1(c); and all notices under the agreement go to ITW (not ITWF), 

§ 9.4. The agreement was signed by Jane Warner in her capacity as ITW’s Executive 

Vice-President and as President of ITWF. Ex. 1. 

2 Asset Purchase Agreement art. 1 (definition of “U.S. Seller”), Ex.1. 

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(citations omitted));

3

Yamaha Motor Co. v. FTC, 657 F.2d 971, 982-83 (8th Cir. 1981) (“We find 

it unnecessary to decide on this petition whether a seller, as opposed to a buyer, of stock can ever 

be in violation of Section 7. For the [FTC] . . . is content to let the finding as to [the seller] rest 

solely on Section 5.”).

4

 The question of a seller’s liability in acquisitions challenged under the 

FTC Act arises rarely, but when it has, courts have recognized that the seller is a proper party. 

The Commission has consistently held that sellers are proper defendants in a merger 

challenge under Section 5.5For example, in Dean Foods Co., D-8674, 1966 FTC LEXIS 32, at 

*305-07 (Nov. 14, 1966), the Commission held:

Since mergers which have the requisite effect upon competition are in violation of 

Section 7, it necessarily follows that an agreement to effect such a merger must 

conflict with the basic policies of the Clayton Act and therefore is in violation of 

Section 5 of the Federal Trade Commission Act. . . . [I]n proper circumstances the 

application of the law to the acquired corporation would effectuate rather than 

circumvent or conflict with the public policy sought to be effectuated by Congress 

in enacting the Section. Accordingly, we believe that Section 5 is the proper 

statute under which to charge an acquired corporation where the acquisition 

substantially lessens competition. 

 

3

“The Federal Trade Commission has held that [acquisitions of partnership assets not then 

covered by the Clayton Act] may be challenged under [Section] 5 of the [FTC] Act, which 

forbids unfair methods of competition on the part of persons and partnerships, as well as 

corporations. It is, of course, well established that the Commission has broad power to apply 

[Section] 5 to reach transactions which violate the standards of the Clayton Act, although 

technically not subject to the Act’s prohibitions.” Am. Bldg. Maint. Indus., 422 U.S. at 279 n.7

4

 The Defendants distinguish Yamaha on the grounds that it involved a joint venture. But 

nothing in Yamaha’s analysis depended on Yamaha’s ongoing participation in the venture. 

Yamaha stands clearly for the proposition that the selling party to an anticompetitive transaction 

can be held liable under Section 5. 

5

 The FTC’s interpretation of a statute it enforces and of its powers under that statute are entitled 

to deference from the courts. See Am. Fin. Servs. Ass’n. v. FTC, 767 F.2d 957, 968 (D.C. Cir. 

1985) (“The Supreme Court has made clear . . . that in reviewing an agency’s construction of a 

statute which it administers, courts must give deference to the agency’s interpretation”); see also

FTC v. Colgate-Palmolive Co., 380 U.S. 374, 385 (1965) (“This Court has frequently stated that 

the Commission’s judgment is to be given great weight by reviewing courts.”). 

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See also Chicago Bridge & Iron Co., D-9300, 2005 FTC LEXIS 215, at *8 n.23 (Jan. 6, 2005), 

aff’d, 534 F.3d 410 (5th Cir. 2008) (“[A] seller’s participation in an unlawful transaction may 

violate Section 5 of the FTC Act.”). Under the Clayton Act principles incorporated in Section 7, 

the ITW Defendants are alleged “law violators” in the same manner and to the same extent as 

Graco, and they are as properly defendants in this action.

6

 

Virtually all of the preliminary injunction merger actions the FTC has filed since 

Congress enacted Section 13(b) name both the seller and buyer as defendants.7 Challenges to 

 

6

 The FTC also brings this case directly under the Clayton Act. The Defendants concede that the 

courts have held sellers to be proper parties in Clayton Act cases because they may be important 

for effective relief. See, e.g., U.S. v. E. I. du Pont de Nemours, 353 U.S. 586, 608 (1957) (“It 

seems appropriate that [the non-acquiring parties] be retained as parties pending determination 

by the District Court of the relief to be granted.”); U.S. v. Phillips Petroleum Co., 367 F. Supp. 

1226, 1261 (C.D. Cal. 1973) (“Tidewater contends that it, as the seller of the acquired assets, is 

not a proper subject of a suit under [Section] 7. This contention must be rejected.”). This 

precedent establishes, in response to the Court’s question, that the ITW Defendants are proper 

parties to the FTC’s Clayton Section 7 claim.

Defendants try to escape this settled principle of law by arguing that it would be unfair to 

base jurisdiction and venue solely on the stipulation of a party whose main role in the proceeding 

relates to relief. This argument, like the Joint Brief, ignores the role of Sherman Act principles 

in the Complaint; under those principles, the ITW Defendants are “law violators” just like Graco 

for the alleged violation. 

In relying on Crenshaw v. Antokol, 287 F. Supp. 2d 37 (D.D.C. 2003), the Defendants 

again ignore that the ITW Defendants are parties to an allegedly illegal acquisition agreement. 

In Crenshaw, only two of fifteen defendants had offices in the district, and these offices were not 

involved in the conduct at issue. Crenshaw, 287 F. Supp. 2d at 43. Here, by contrast, two of 

three defendants – both signatories to and participants in the challenged acquisition – have 

consented to jurisdiction in the District and, by operation of 28 U.S.C. § 1391(c)(2), therefore 

reside in the District. The effects of the transaction will reverberate in the District as well. Also, 

the Crenshaw decision arose under RICO, which establishes a jurisdictional analysis 

meaningfully different from that of Section 13(b) of the FTC Act, 15 U.S.C. § 53(b), the statute 

relevant here. 

7

 The FTC’s practice appears to have been different before that date, when most of its challenges 

were to consummated transactions in which the seller had no further role. Today, the FTC 

usually names the seller even in a challenge to a consummated transaction if the seller remains in 

existence. E.g., Chicago Bridge & Iron Co., 2005 FTC LEXIS 215 (Jan. 6, 2005). 

Case 1:11-cv-02239-RLW Document 42 Filed 01/13/12 Page 9 of 16
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unconsummated acquisitions brought under the Clayton Act by the Justice Department, although 

it lacks the benefit of the expanded scope of Section 5 to bring in sellers, now also routinely 

name both the seller and the buyer. See, e.g., Complaint, U.S. v. H&R Block, No. 11-00948

(D.D.C. May 23, 2011), http://www.justice.gov/atr/cases/f271500/271579.htm.

8

 

C. The ITW Defendants are Proper Parties

As necessary actors, the ITW Defendants are a critical part of this case. If ITW refused 

to sell, there would be no acquisition to challenge. The effects alleged in the Complaint result 

from this agreement: “[t]he acquisition will eliminate both price and non-price competition 

between Graco and ITW and increase the merged entity’s market power . . . .” Redacted 

Complaint, ¶ 40. Further, the agreement obligates ITW to refrain from competing against Graco 

in the “Finishing Business” for five years after the transaction closes. Asset Purchase Agreement

Ex. 1 ¶ 6.2(g) at 49. This non-compete provision imposes a separate, ongoing obligation on ITW 

post-closing, circumscribing its business behavior with adverse effects on competition. 

II. The ITW Defendants are Bound by Their Stipulation to Personal Jurisdiction 

and Venue

Despite the Defendants’ astonishing denial, “ITW’s” stipulation to personal jurisdiction

estops both ITW and ITWF from arguing that the Court lacks personal jurisdiction. Ex. 2 at 4. 

Thus venue is also proper here as to both ITW Defendants pursuant to 28 U.S.C. § 1391(c)(2) 

and 15 U.S.C. § 53(b). 

 

8

 The private merger cases cited in the Joint Brief are inapposite. All involved consummated 

mergers and sought damages. The sellers had completed their participation in the transfer of 

assets, and, as they were not acquirers, under the language of Section 7 could not be liable for 

damages. 

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The reading of the stipulation the ITW Defendants now advance is wholly incompatible 

with the letter in which the stipulation appears. Throughout that letter, ITW counsel repeatedly 

used “ITW” to refer to a number of different ITW entities, including ITWF: 

° The first sentence says, “I am writing to respond to the letter I received from you on 

October 11, 2011, in reference to Illinois Tool Works’ (“ITW’s”) privilege log and 

production in response to the Second Request that ITW received in Federal Trade 

Commission (“FTC”) File No. 111-0169.” Letter from L. Breed to R. Friedman (Oct. 13, 

2011), Ex. 2 at 1. (emphasis added). The Second Request issued to, and therefore was 

received by, ITW Finishing LLC; this use of “ITW” refers to ITWF. 

° The letter refers the FTC to “ITW’s P&Ls,” then designates document number ranges 

for divisions of ITW Finishing LLC. Ex. 2 at 2. 

° Addressing Specification 11 of the Second Request, the letter directs the FTC to “the 

agreements that ITW has with its distributors” and indicates document number ranges of 

these agreements; the specified ranges contain agreements between distributors and 

various divisions and brands of ITWF. Ex. 2 at 3. 

It is at the end that the letter states, “ITW stipulates that it agrees to accept service of 

process, and to subject itself to personal jurisdiction, in all federal districts within the United 

States.” Ex. 2 at 4. The ITW Defendants offer no basis for giving “ITW” a narrower meaning in 

the stipulation than elsewhere in the letter – because there is none. 

The ITW Defendants authored the stipulation in response to a request for jurisdictional 

information in the FTC’s Request for Additional Information (“Second Request”), a form of 

compulsory process. The FTC defined “ITW Finishing LLC” and “the Company” to include not 

only ITWF but also all of its domestic and foreign parents, treating ITW and all of the numerous 

relevant ITW entities as one. See Second Request, Excerpt with Cover and Definitions at 1, 11,

Ex. 3. 

Consistent with that definition, throughout the investigation both the FTC and the ITW 

Defendants used the term “ITW,” whether formally defined as “Illinois Tool Works, Inc.” or as 

“ITW Finishing LLC,” to refer interchangeably and inclusively to ITW, Inc., ITW Finishing 

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LLC, and a plethora of other ITW divisions and brands without ITW in their name. See, e.g.,

Letter from Phillip L. Broyles to Logan Breed (July 20, 2011) (expressly abbreviating “Illinois 

Tool Works Finishing LLC” as “ITW”), Ex. 4 at 1; Excerpt from FTC Investigational Hearing 

transcript, Ex. 5 at 5 (ITWF employee testifies she works for “ITW”). Until the FTC 

investigational hearing on December 5, throughout its discussions and correspondence with the 

FTC, counsel for the ITW Defendants represented that they spoke at all times for all of the ITW 

entities together, without distinction. 

“Stipulations of fact bind the court and parties.” U.S. ex rel. Miller v. Bill Harbert Int’l 

Constr., 608 F.3d 871, 889 (D.C. Cir. 2010) (citing Gander v. Livoti, 250 F.3d 606, 609 (8th Cir. 

2001)); see also FDIC v. St. Paul Fire and Marine Ins. Co., 942 F.2d 1032, 1038 (6th Cir. 1991) 

(“Stipulations voluntarily entered by the parties are binding . . . . Stipulations serve the purpose 

of conserving judicial resources and allowing the parties to focus on truly disputed issues.”). 

That the ITW Defendants wish to renege on their stipulation does not alter its validity. The ITW 

Defendants got the benefit of their bargain: both were able to forego a full response to the 

Second Request and avoided jurisdictional discovery in FTC investigational hearings. “Having 

obtained certain benefits from the stipulation, [the stipulating parties are] estopped from 

revoking it . . . .” Barbour v. Medlantic Mgmt. Corp., 952 F. Supp. 857, 861 n.3 (D.D.C. 1997). 

The FTC relied on the stipulation as inclusive of both ITW Defendants throughout the 

subsequent investigation. Stipulations like this are common in merger review, and in merger 

review, as at trials, “[e]veryone benefits when parties agree to make stipulations.” St. Paul Fire 

and Marine, 942 F.2d at 1038. Stipulations made in good faith help keep merger investigations 

manageable and reduce expenditures of time and money by all. 

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Allowing the ITW Defendants to renege on their stipulation will harm merging parties in 

the future. If the Government can no longer rely on a party’s express and well-advised 

stipulations in response to Second Requests, the Government may have to require parties to 

respond to every specification, even if a subject is willing to concede a particular issue in order

to conserve its resources.

III. The Court Should Grant Jurisdictional Discovery Before Dismissing or 

Transferring this Case 

The Commission is entitled to jurisdictional discovery of all parties before this case is 

dismissed or transferred. The FTC made the necessary timely showing regarding Graco by, e.g.,

supplying links to a Graco website aimed at the distribution of relevant Graco products into the 

district. See, e.g., http://www.graco.com/Internet/T_PDB.nsf/SearchView/AirProAutomatic

(Graco website advertising relevant products and directing customers anywhere in the U.S., 

including D.C., to a Graco distributor). The Court may take judicial notice of websites. Fed. R. 

Ev. 201(b); Seifert v. Winter, 555 F. Supp. 2d 3, 11 n.5 (D.D.C. 2008). Because the ITW 

Defendants have not separately moved for dismissal or transfer, the FTC has not offered 

evidence of their distribution into the district, but it is prepared to do so should the Court so 

request.

9

The Defendants concede that they sell some relevant products here, but explicitly omit 

the D.C. sales they make through their independent distributors. Graco’s Reply Brief at 4; Ex. 1 

to Joint Brief. But its sales to a distributor may be relevant to personal jurisdiction over the 

supplier, depending on the degree of the supplier’s oversight and participation in the distributor’s 

 

9

Interestingly, the ITW Defendants have still not filed a motion to dismiss or transfer. They 

“joined” Graco’s motion, but apparently not on their own behalf but solely in support of Graco. 

Even now, although they now deny jurisdiction here, they have not moved for their own 

dismissal or that the case be transferred. 

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work. See, e.g., Fiat Motor Co. v. Alabama Imported Cars, Inc., 292 F.2d 745, 746-47 (D.C. 

Cir. 1961). A sample Graco distribution agreement provides for just the types of ongoing 

supervision and monitoring of the distributor’s promotional and sales operations that have been 

held to warrant exercise of personal jurisdiction over a supplier in the past. Graco distribution 

agreement, Ex. 6; see, e.g., Fiat, 292 F.2d at 746-47. Graco elsewhere admits that it distributes 

its products primarily through independent distributors,10 so including its distributors’ sales in 

D.C. would likely demonstrate a much higher volume of business than it has admitted to date. 

ITWF distributes through independent dealers as well. As held in the decision on which Graco 

primarily relies, if a party “demonstrates that it can supplement its jurisdictional allegations 

through discovery, then jurisdictional discovery is justified.” GTE New Media Svcs. Inc. v. 

BellSouth Corp., 199 F.3d 1343, 1351 (D.C. Cir. 2000). 

CONCLUSION 

For the reasons set forth above, the Commission respectfully requests that this Court deny 

Graco’s motion to dismiss or transfer this case. 

January 13, 2012 Respectfully submitted,

By:

PHILLIP L. BROYLES

 Assistant Director 

PETER RICHMAN

MARC W. SCHNEIDER

REBECCA P. DICK (D.C. Bar No. 463197)

BRIAN J. TELPNER (D.C. Bar No. 462812)

ROBERT FRIEDMAN

AMANDA HAMILTON (D.C. Bar No. 499646)

 

10 Graco 10-K Report, filed Feb. 22, 2011, at 3 (“Our equipment is sold primarily through 

third-party distributors with approximately 30,000 outlets worldwide.”), 

http://www.sec.gov/Archives/edgar/data/42888/000095012311016366/c63146e10vk.htm. 

 /s/ 

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11

CATHLIN TULLY

ANNA CHEHTOVA 

JEFFREY OLIVER

JESSICA S. DRAKE

Attorneys

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, DC 20580

(202) 326-2805

Richard A. Feinstein (D.C. Bar No. 324848)

Director

Norman A. Armstrong, Jr. (D.C. Bar No. 459621)

Deputy Director

Federal Trade Commission

Bureau of Competition

Willard K. Tom (D.C. Bar No. 297564)

General Counsel

Federal Trade Commission

Attorneys for the Plaintiff

Case 1:11-cv-02239-RLW Document 42 Filed 01/13/12 Page 15 of 16
CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on the 13th day of January 2012, I served the attached on the 

following counsel by electronic mail (PDF): 

 Katrina Robson 

 O’Melveny & Myers LLP 

 1625 Eye Street, NW 

 Washington, DC 20006 

 KRobson@omm.com 

 Counsel for Defendant Graco Inc. 

 /s/ 

Amanda Hamilton (DCBN 499646) 

Counsel for Plaintiff 

Federal Trade Commission 

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