ORIGINAL -" __ ......... _~ ••• _ . . -o' .....v .... _. _~. _._ .... ___ -_-,__ ._••__ ,-.-. --­

In the Matter of 

PUBLIC 

McWANE, INC., 

a corporation. Docket No. 9351 

UNOPPOSED MOTION OF NON-PARTY SIGMA CORPORATION FOR IN CAMERA 


TREATMENT OF CERTAIN DESIGNATED HEARING EXIllBITS 


Non-party SIGMA Corporation ("SIGMA"), through its undersigned counsel, 

hereby files this Unopposed Motion for In Camera Treatment ofCertain Designated Hearing 

Exhibits that Complaint counsel for the Federal Trade Commission ("FTC") and counsel for 

Respondent McWane, Inc. ("McWane") have designated for possible introduction in the 

administrative trial ofthis matter set to begin on September 4,2012. Each ofthese documents 

was treated by SIGMA as "Confidential" in accordance with the terms·ofthe Protective Order 

Governing Discovery Material entered by D. Michael Chappell, Admiiristrative Law Judge, on 

January 5, 2012. SIGMA respectfully requests that the Administrative Law Judge enter an Order 

pursuant to Rule 3.45(b) ofthe Federal Trade Commission Rules ofPractice, 16 C.F.R. § 

3.45(b), granting in camera treatment for a period oftwo (2) years to the documents identified in 

Exhibit 1 attached to this Motion. SIGMA has disclosed the contents ofthis Motion to the 

FTC's Complaint counsel and Counsel for McWane. After meeting and comerring, neither 

objects to the reliefrequested for the documents that are subject to this Motion. 

The documents subject to this Motion are secret and material to SIGMA's 

ongoing business, the disclosure ofwhich would harm SIGMA and create a loss of business 

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advantages for SIGMAin the marketplace. In support ofthis Motion, SIGMA relies upon the 

accompanying Declaration ofJames McGivern, and states as follows: 

I. Introduction 

By correspondence dated July 17, 2012, Complaint counsel and counsel for 

McWane identified almost 500 documents and hundreds ofpages ofdeposition testimony 

provided by SIGMA and its witnesses that were designated for use as potential hearing exhibits 

in the trial ofthis proceeding. The purpose ofthis Motion is to seek in camera treatment for a 

very select group ofthese documents-just over 30--all ofwhich were produced in response to 

subpoenas issued upon SIGMA during the course ofthis proceeding. A description of each 

document identified by Complaint counsel and counsel for McWane as potential trial exhibits for 

which SIGMA seeks in camera treatment is attached hereto as Exhibit 1.1 The documents 

themselves are identified by exhibit designation both in this Motion and in the Declaration of 

James McGivern, while they are submitted for in camera review only to the Office of 

Administrative Law Judges. Each ofthe subject documents was treated as "Confidential" under 

the Protective Order Governing Discovery Material entered by the Hon. D. Michael Chappell, 

Administrative Law Judge, on January 5, 2012 ("Protective Order"). 

On July 24,2012, coUIisel for SIGMA completed discussions with Complaint 

counsel and McWane's counsel concerning the instant Motion and identified the limited number 

ofdocuments for which SIGMA would seek in camera treatment. Counsel for SIGMA 

explained the basis for the Motion and requested that Complaint counsel and McWane's counsel 

agree not to oppose SIGMA's Motion for in camera treatment. Complaint counsel and 

1 Exhibit 1 is redacted from public filing, but is being filed in its unredacted form with the Office ofAdministrative 

Law Judges. 

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McWane's counsel have confirmed that they do not oppose the instant Motion for the identified 

documents.2 

The information contained in these documents is secret, commercially sensitive, 

and material to SIGMA's current and prospective business ventures. Accordingly, SIGMA 

respectfully requests that the Administrative Law Judge enter an Order pursuant to Rule 3 .45 (b) 

ofthe Federal Trade Commission Rules ofPractice, 16 C.F.R. § 3.45(b), granting in camera 

treatment to these documents for a period oftwo·(2) years. 

II. Standard for In Camera Treatment 

Materials merit in camera treatment when disclosure "will result in a clearly 

defined, serious injury to the person or corporation whose records are involved." HP. Hood & 

Sons, Inc., 58 F.T.C. 1184, 1188(1961). An applicant for in camera treatment can establish such 

serious injury by showing that the information at issue is "sufficiently secret and sufficiently 

material to the applicant's business that disclosure would result in serious competitive injury." 

In re General Foods Corp., 95 F.T.C. 352, 355 (1980); In re Bristol-Myers Co., 90 F.T.C. 455, 

456 (1977). The following factors should be weighed in considering both secrecy and 

materiality: (1) the extent to which the information is known outside ofthe applicant's business; 

(2) the extent to which the information is known by employees and others involved in the 

applicant's business; (3) the extent ofmeasures taken by the applicant to guard the secrecy ofthe 

information; (4) the value ofthe information to the applicant and its competitors; (5) the amount 

of effort or money expended by the applicant in developing the information; and (6) the ease or 

difficulty with which the information could be properly acquired or duplicated by others. In re 

Bristol-Myers Co., 90 F.T.C. at 456-57. 

2 Complaint counsel has identified limited portions offour strategic planning documents that it may use on the 

public record during the trial ofthis matter. SIGMA has agreed to exclude these portions, identified in Exhibit 1, 

DMEAST #15404829 v3 3 
A showing ofinjury may consist ofextrinsic evidence or, in certain instances, 

may be inferred from the nature ofthe documents themselves. In re E.l Dupont de Nemours & 

Co., 97 F.T.C. 116 (1981). Administrative law judges have broad discretion in applying these 

factors to determine whether information warrants in camera treatment. See In re General 

Foods Corp., 95 F.T.C. 352 (1980). Moreover, the Commission has stated that a request for in 

camera treatment by a non-party company to an FTC proceeding (such as SIGMA) should be 

given "special solicitude." In re Crown Cork & Seal Co., 71 F.T.C. 1714 (1967) ("[p]etitioner's 

plea warrants special solicitude coming as it does from a third-party bystander in no way 

involved in the proceedings whose records, if in camera treatment is denied, will be open to the 

scrutiny ofits competitors"); accord'In re Kaiser Aluminum & Chemical Corp., 103 F.T.C. 500 

(1984) (requests for in camera treatment by third parties should be given special solicitude 

because, as a policy matter, such treatment encourages the third party to cooperate with future 

adjudicative discovery requests). 

Further, the Commission has recognized that it may be appropriate to provide in 

camera treatment for certain business records. In re Champion Spark Plug Co., 1982 FTC 

LEXIS 85, at *2 (April 5, 1982); Hood, 58 F.T.C. at 1188-89; In re Kaiser Aluminum, 103 

F .T.C. at 500 .. Where in camera treatment is granted for business records, such as business 

strategies, marketing plans, pricing policies, or sales documents, it is typically provided for two 

to five years. See, e.g., In re Union Oil Co. ofCal. , 2004 FTC LEXIS 223, at *2 (Nov. 22, 

2004); In re In!'l Ass'n ofCoriference Interpreters, 1996 FTC LEXIS 298, at *13-*14 (June 26, 

1996); In re Champion Spark Plug Co., 1982 FTC LEXIS 85, at *2 and 1982 FTC LEXIS 92, at 

*2 (March 4, 1982). 

from the instant Motion. Therefore, these limited portions should not be granted in camera treatment 

DMEAST #15404829 va 4 
III. The SIGMA Documents Meet the Standard for In Camera Treatment 

The information contained in each ofthe documents described in Exhibit 1 is 

confidential and disclosure of such information would cause serious competitive injury to 

SIGMA, thereby meeting the standard set forth by the Commission for in camera treatment. In 

re General Foods Corp., 95 F.T.C. at 355. As set forth in the accompanying Declaration of 

James McGivern, which is incorporated as part ofthis Motion, SIGMA expends a considerable 

amount ofmoney and effort in creating the information contained in these documents and takes 

considerable measures to protect the secrecy ofsuch information. McGivern Decl., ~~ 2, 8-9. 

Moreover, it would be extremely difficult for SIGMA's competitors or customers to obtain the 

information contained in the subject documents. Id 

Each ofthe documents identified in Exhibit 1 contains highly sensitive 

information related both to SIGMA's financial information and SIGMA's strategic planning 

initiatives for the future ofthe company. Id at ~ 4. Documents containing information relevant 

to SIGMA's financial health and its strategic planning initiatives are important to SIGMA's 

business, competitiveness, and profitability. Were a competitor to know this sensitive 

information, such a competitor would gain a significant business advantage at the expense of 

SIGMA. Moreover, existing or potential customers armed with such sensitive information could 

use it to their advantage in future negotiations with SIGMA. The disclosure ofthis critically 

sensitive information would be highly detrimental to SIGMA as it would provide both the 

customers with whom SIGMA does or may contract and SIGMA's competitors with sensitive 

financial and strategic information, causing serious and irreparable harm to SIGMA resulting in 

significant loss ofbusiness advantage. Id at W4, 10. Thus, SIGMA submitted the subject 

documents under the auspices ofthe Protective Order issued in this matter and fully expected 

that these documents would not be exposed to its customers or its competitors. 

DMEAST#15404829 v3 5 
The documents for which SIGMA seeks in camera treatment can be separated 

into two categories. First, there are documents containing strategic planning andmarket share 

information, This category ofdocuments is comprised ofex 0086, ex 1022, ex 1651, ex 

1997, ex 2026, RX 126, RX 163, and RX 242. Id. at ~ 6. The information contained in these 

documents is highly confidential and contains sensitive business information. The disclosure of 

this information would reveal to SIGMA's competitors, as well as to its existing and potential 

customers, its future plans for strategic growth, as well as SIGMA's perception ofits market 

share in various sectors within the municipal waterworks marketplace. Id. 

Further, these documents contain confidential communications between highlevel employees relating to pricing, as well as financial planning information solely meanffor 

disclosure to SIGMA's Board ofDirectors and select members ofmanagement. SIGMA 

continues to use this data in analyzing its growth in various competitive sectors, in addition to 

seeking out competitive opportunities within the municipal waterworks industry. Id. The 

disclosure of such information would place SIGMA at a competitive disadvantage by exposing 

confidential communications and information regarding strategic growth with existing and 

potential customers. Id. 

Second, there are documents containing the sensitive financial information of 

SIGMA. This category ofdocuments is comprised ofex 0938, ex 1748, ex 1749, ex 1750, 

ex 2407, ex 2408, ex 2409, ex 2410, ex 2411, ex 2412, ex 2413, ex 2414, ex 2420, ex 

2421, ex 2422, ex 2423, ex 2424, ex 2425, ex 2426, ex 2427, eX2460, ex 2461, ex 

2462, ex 2463, ex 2464, ex 2465, ex 2466, ex 2467, and RX 383. Id. at ~ 7. This category 

ofdocuments contains SIGMA's financial analyses and financial projections from 2007 through 

2011, but also includes sensitive information and projections for the near future. Id. Even. 

DMEAST #15404829 v3 6 
though a few ofthese documents were created slightly more than three years ago, every one of 

them contains financial information that is less than three years old. Id For instance, RX 383 

contains consolidated financial information from October 2007 through December 2008, but the 

document reflects confidential financial contingencies and commitments forecast into 2013. Id 

The information contained in these documents is highly confidential and contains sensitive 

business information. Id The disclosure ofthis information would reveal to SIGMA's 

competitors, as well as to its existing and potential customers, an unfair "insider's" perspective 

ofits financial strengths and weaknesses. Id. SIGMA continues to use this data in analyzing its 

growth in various competitive sectors within the municipal waterworks industry and, therefore, 

the data remains highly confidential. Id 

Based upon the above facts, and the support demonstrated by the Declaration of 

James McGivern, SIGMA has adequately demonstrated the secrecy and materiality set forth in 

Bristol-Myers, 90 F.T.C. at 456-57, and therefore should be afforded in camera status for the 

documents listed and described in Exhibit 1. 

IV. In Camera Treatment of the Documents Should Extend for a Two Year Period 

SIGMA seeks in camera treatment for the documents identified in Exhibit 1 for a 

period oftwo years. As a non-party seeking in camera treatment for its confidential business 

information, SIGMA's request should be treated with "special solicitude." In re Kaiser 

Aluminum & Chemical Corp., 103 F.T.C. at 500 (order directing in camera treatment for nonparty's sales statistics over five years old). Reasonable periods of in camera treatment 

encourage non-parties to cooperate with future discovery requests in adjudicative proceedings. 

Id. At great expense, SIGMA has cooperated with the discovery demands ofboth parties to this 

case, producing thousands ofpages ofdocuments and several witnesses for depositions in short 

order. The subject documents have been made available for use by Complaint counsel and 

DMEAST #15404829 v3 7 
McWane's counsel in accordance with the terms ofthe Protective Order. Further, neither 

Complaint counsel nor McWane's counsel object to this Motion. Disclosing documents 

containing SIGMA's highly confidential business information will not materially promote the 

resolution ofthis matter. Instead, the disclosure ofthese confidential documents will materially 

harm SIGMA and create a loss ofbusiness advantage. Thus, the balance ofinterests favors in 

camera treatment for the subject documents. See In re Bristol-Myers, 90 F.T.C. at 456-57. 

Further, SIGMA's request that in camera treatment for the subject docUments be 

maintained for briefperiod is reasonable in light ofthe fact that the subject documents qualify as 

the types ofbusiness records for which the Commission regularly has granted in camera 

treatment. In re Champion Spark Plug Co., 1982 FTC LEXIS 85, at *2; Hood, 58 F.T.C. at 

1188-89; In re Kaiser Aluminum, 103 F.T.C. at 500. Moreover, the market is such that 

disclosure ofthis information creates an unreasonable and unnecessary risk of competitive harm 

to SIGMA such that in camera treatment is necessary for a period of at two (2) years, which is 

SIGMA's reasonable estimate ofthe minimum length oftime for the information at issue to 

become outdated and irrelevant. 

v. Conclusion 

SIGMA, in endeavoring to remain competitive in the municipal waterworks 

industry and to provide superior service for its customers, has created certain highly sensitive 

documents, the disclosure ofwhich would result in a clearly defined serious injury to SIGMA. 

Accordingly, for the reasons set forth above and in the Declaration ofJames McGivern 

submitted in support ofthis Motion, SIGMA respectfully requests that this Court grant its 

Motion directing in camera treatment for the subject documents. 

DMEAST #15404829 va 8 
Respectfully submitted, 

/s/ Matthew A. White 

Matthew A. White 

Ballard Spahr LLP 


1735 Market Street, 51st Floor 


Philadelphia, PA 19103 


Phone: (215) 665-8500 


Fax: (215) 864-8999 


whitema@ballardspahr.com 


Attorneysfor SIGMA Corporation 

Dated: July 31,2012 

DMEAST #15404829 v3 9 

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UNnEDSTATESOF~CA 

BEFORE THE FEDERAL TRADE COMMISSION 


OFFICE OF ADMINISTRATIVE LAW JUDGES 


In the Matter of 

PUBlJC 

MeW ANE, INC., 

a corporation. Docket No. 9351 

DECLARATION OF JAMES MCGIVERN IN SUPPORT OF NON-PARTY SIGMA 


CORPORATION'S UNOPPOSED MOTION FOR IN C4MERA TREATMENT OF 


CERTAIN DESIGNATED BEARING EXHIBITS 


I, James McGivern, declare as follows: 

L I am the Chainnan and Chief Executive Officer ofnon-party SIGMA Corporation 

("SIGMA"), in addition to a member ofSIGMA's Board ofDirectors. I make this declaration 

based upon my personal knowledge and in support ofSIGMA's Motion for In Camera 

Treatment ofCertain Designated Hearing Exhibits. 

2. The information contained in Exhibit 1 contains highly sensitive and confidential 

material. SIGMA has taken substantial measures to guard the infonnation contained in Exhibit I 

by limiting dissemination ofsuch information and taking every reasonable step to protect its 

confidentiality. Such information is disclosed only to a few high-level SIGMA employees and 

its Board ofDirectors. This information is not known outside ofSIGMA except to the extent 

necessary to engage in confidential contract negotiations or confidential discussions with 

potential or existing customers. The information contained in Exhibit 1 would be extremely 

difficult for SIGMA's competitors or other outside persons to access or duplicate. Additionally, 

each such document has, upon production during discovery in this proceeding, been designated 

DMEAST#15408838 v3 
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"Confidentialn pursuant to the Protective Order Governing Discovery Material entered on 

January 5, 2012. 

3. I have reviewed all ofthe documents for which SIGMA seeks in camera 

treatment. By virtue ofmy current position at SIGMA, I am familiar with the type of 

information contained in the documents at issue. Based on my review ofthe documents, my 

knowledge ofSIGMA's business, and my familiarity with the confidentiality protection afforded 

this type ofinformation by SIGMA, it is my belief that broad disclosure ofthese documents 

would cause serious competitive injury to SIGMA. 

4. Each ofthe documents identified in Exhibit 1 contains highly sensitive 

information re1ated either to SIGMA's financial information or SIGMA's strategic planning 

initiatives for the future ofthe company. The disclosure ofthis critically sensitive information 

would be highly detrimental to SIGMA, as it would provide both the customers with whom 

SIGMA does or may contract and SIGMA's competitors with sensitive financial and strategic 

information, causing serious and irreparable hann to SIGMA that wouJd resu1t in significant loss 

ofbusiness advantage within the marketplace. 

5. Documents containing information relevant to SIGMA's financial health and its 

strategic planning initiatives are important to SIGMA's business, competitiveness, and 

profitability. Were a competitor to know this sensitive information, such a competitor would 

gain a significant business advantage at the expense of SIGMA. Moreover, existing or potential 

customers armed with such sensitive information could use it to their advantage in future 

negotiations with SIGMA. 

DMEASTttf5408838 v3 2 
·'1 

i 

·1 

i 

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6. The docmnents for which SIGMA seeks in camera treatment can be separated 

into two categories. First, there are documents containing strategic planning and market share 

information. This category ofdocuments is comprised ofex 0086, ex 1022, ex 1651, ex 

1997, ex2026, RX 126, RX 163, and RX 242.1 The information contained in these documents 

is highly confidential and contains sensitive business information. These documents contain 

financial covenants, profitability margins, plans to reduce expenses, and overall narratives on the 

state ofthe company. The disclosure ofthis information wouldrevea1 to SIGMA's competitors, 

as well as to its existing and potential customers, its future plans for strategic growth, as well as 

SIGMA's market share in various sectors within the municipal waterworks marketplace. 

Further, these documents contain confidential communications with potential and existing 

customers relating to pricing, as well as financial planning infonnation, solely meant for 

disclosure to SIGMA's Board ofDirectors and high-level employees. SIGMA continues to use 

this data in analyzing its growth in various competitive sectors, in addition to seeking out 

competitive opportunities within the municipal waterworks industry. The disclosure of such 

information would place SIGMA at a competitive disadvantage by exposing such confidential 

communications and information regarding strategic growth within the marketplace. 

7. Second, there are documents containing the sensitive financial information of 

SIGMA. This category ofdocuments is comprised ofex 0938, ex 1748, ex 1749, ex 1750, 

ex 2407, ex 2408. ex 2409, ex 2410, ex 241 I, ex 2412, ex 2413, ex 2414, ex 2420, ex 

2421, ex 2422, ex2423, ex 2424, ex 2425, ex2426, ex 2427, ex 2460, ex 2461, ex 

2462, ex 2463, ex 2464, ex 2465, ex 2466, ex 2467, and RX 383. This category of 

1 Small portions ofthe strategic planning documents contain information that the FTC has requested to 

use on the public record during the trial ofthis matter. The portions ofthe strategic planning documents 

that are excluded from the present motion for in camera treatment are set forth in Exhibit 1. 

DMEAST #15408838 v3 3 
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documents contains SIGMA's financial analyses and financial projections from 2007 through 

2011, but also includes sensitive information and projections stretching into the near future. 

Even though a few ofthese documents were created slightly more than three years ago, every 

one ofthem contains financial information that is less than three years old. For instance, RX 383 

contains consolidated financial information from October 2007 through December 2008, but the 

docwnent reflects confidential financial contingencies and commitments stretching into 2013. 

The information contained in these documents is highly confidential and contains sensitive 

business information. The disclosure ofthis information would reveal to SIGMA's competitors, 

as well as to its existing and potential customers, its fmancial health. SIGMA continues to use 

this data in analyzing its growth in various competitive sectors within the municipal waterworks 

industry and, therefore, the data remains highly confidential. 

8. SIGMA has expended a significant amount ofmoney and resources in preparing 

the documents for which it now seeks in camera treatment. 

9. SIGMA takes considerable measures to protect the secrecy ofthe information 

contained in the documents for which it now seeks in camera treatment. Both the strategic 

planning documents and the financial information are disclosed only to a limited number of 

employees at SIGMA, in addition to its Board ofDirectors. 

10. The information contained in Exhibit I is material tq SIGMA's business and 

competitive position in the marketplace. Disclosure ofthe information contained in the 

documents would result in a loss ofbusiness advantage and cause serious irreparable injury to 

SIGMA. The disclosure ofthis information would provide SIGMA's competitors, in addition to 

DMEAST #15408838 V3 4 
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existing and potential customers, with information that is confidential and critical to SIGMA's 

business. 

Pursuant to 28 U.S.C. § 1746. I declare under penalty ofperjury that the foregoing is true 

and correct. 

Executed thisSV day ofJuly, 2012. 

James McGivern, CEO 

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NON-PARTY SIGMA CORPORATION'S UNOPPOSED MOTION FOR IN CAMERA 


TREATMENT OF CERTAIN DESIGNATED HEARING EXHIBITS 

I 


I _ 


! 

EXIDBITI 

(REDACTED FROM PUBLIC FILING) 

DMEAST #15404829 V3 
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UNITED STATES OF AMERICA 


BEFORE TIlE FEDERAL TRADE COMMISSION 


OFFICE OF ADMINISTRATIVE LAW JUDGES 


In the Matter of 

PUBLIC 

McWANE, INC., 

a corporation. Docket No. 9351 

ORDER GRANTING NON-PARTY SIGMA CORPORATION'S UNOPPOSED MOTION 

FOR IN CAMERA TREATMENT OF CERTAIN DESIGNATED HEARING EXHIBITS 

Upon consideration ofNon-Party SIGMA Corporation's Unopposed Motion for 

In Camera Treatment ofCertain Designated Hearing Exhibits and the Declaration ofJames 

McGivern in support thereof, it is hereby ORDERED that SIGMA's Motion is GRANTED. It is 

FURTHER ORDERED that the documents identified in Exhibit 1 of SIGMA Corporation's 

Motion for In Camera Treatment of Certain Designated Hearing Exhibits are afforded in camera 

treatment for a period oftwo (2) years from the date ofthis Order. 

It is FURTHER ORDERED that only authorized Federal Trade Commission 

("Commission") personnel, and court personnel concerned with judicial review may have access 

to the documents identified in Exhibit 1 ofSIGMA Corporation's Motion for In Camera 

Treatment ofCertain Designated Hearing Exhibits, provided that I, the Commission, and 

reviewing courts may disclose such in camera information to the extent necessary for proper 

disposition ofthe proceeding. 

ORDERED: 

D. Michael Chappell 

ChiefAdministrative Law Judge 

Date:_______ 

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UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

PUBLIC 

McWANE, INC., 

a corporation. Docket No. 9351 

Certificate ofService and Regarding Electronic Submission 

I certify that on July 31,2012, I submitted the "Unopposed Motion for In Camera 

Treatment ofCertain Designated Hearing Exhibits" along with a proposed order and Declaration 

ofJames McGivern, electronically in PDF format using the FTC's E-Filing System, and also 

served a copy ofthe foregoing document in on the following by the method indicated: 

Donald S. Clarke 


Office ofthe Secretary 


Federal Trade Commission 


600 Pennsylvania Ave., NW, Rm. H-l13 


NW Washington, DC 20580 


(unredacted version sent by hand delivery) 

The Honorable D. Michael Chappell 


Administrative Law Judge 


Federal Trade Commission 


600 Pennsylvania Ave., NW, Rm. H-106 


Washington, DC 20580 


(unredactedversion sent by hand delivery) 

Edward Hassi 


Geoffrey M. Green 


Linda Holleran 


Thomas H. Brock 


Michael L. Bloom 


Jeanine K. Balbach 


OMEAST #15404829 v3 
J. Alexander Ansaldo 


Bureau of Competition 


Federal Trade Commission 


Washington, DC 20580 


Complaint Counsel 

(by email to ehassi@ftc.gov; ggreen@ftc.gov; Iholleran@ftc.gov; tbrock@ftc.gov; 

mjbloom@ftc.gov; jbalbach@ftc.gov;jansaldo@ftc.gov) 

Joseph A. Ostoyich 


William Lavery 


Baker Botts L.L.P. 


1299 Pennsylvania Ave., N.W. 


Washington, D.C. 20004-2420 


J. Alan Truitt 


Thomas W. Thagard III 


Maynard Cooper & Gale PC 


1901 Sixth Avenue North 


2400 Regions Harbert Plaza 


Birmingham, AL 35203 


Counsel for McWane, Inc. 

(by email tojoseph.ostoyich@bakerbotts.com;William.lavery@bakerbotts.com; 

atruitt@maynardcooper.com) 

I also certify that the electronic PDF copy ofthe foregoing document sent to the 

Secretary ofthe Commission via the FTC E-Filing System is a true and correct copy ofthe 

original in my possession, which is available for review by the parties and the adjudicator. 

lsi Matthew A. White 

Matthew A. White 

DMEAST #15404829 v3 2