478 Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 

3Electronic Document Information System 

(EDIS): https://edis.usitc.gov. 

1The record is defined in § 207.2(f) of the 

Commission’s Rules of Practice and Procedure (19 

CFR 207.2(f)). 

2 86 FR 70447 (December 10, 2021). 

3 Vice Chair Randolph J. Stayin not participating. 

purposes. All nonconfidential written 

submissions will be available for public 

inspection at the Office of the Secretary 

and on EDIS.3

This action is taken under the 

authority of section 337 of the Tariff Act 

of 1930, as amended (19 U.S.C. 1337), 

and of §§ 201.10 and 210.8(c) of the 

Commission’s Rules of Practice and 

Procedure (19 CFR 201.10, 210.8(c)). 

Issued: December 30, 2021. 

William Bishop, 

Supervisory Hearings and Information 

Officer. 

[FR Doc. 2021–28545 Filed 1–4–22; 8:45 am] 

BILLING CODE 7020–02–P 

INTERNATIONAL TRADE 

COMMISSION 

[Investigation Nos. 731–TA–1575–1577 

(Preliminary)] 

Emulsion Styrene-Butadiene Rubber 

From Czechia, Italy, and Russia 

Determinations 

On the basis of the record 1 developed 

in the subject investigations, the United 

States International Trade Commission 

(‘‘Commission’’) determines, pursuant 

to the Tariff Act of 1930 (‘‘the Act’’), 

that there is a reasonable indication that 

an industry in the United States is 

materially injured by reason of imports 

of emulsion styrene-butadiene rubber 

from Czechia, Italy, and Russia, 

provided for in subheading 4002.19.00 

of the Harmonized Tariff Schedule of 

the United States, that are alleged to be 

sold in the United States at less than fair 

value (‘‘LTFV’’).2 3

Commencement of Final Phase 

Investigations 

Pursuant to section 207.18 of the 

Commission’s rules, the Commission 

also gives notice of the commencement 

of the final phase of its investigations. 

The Commission will issue a final phase 

notice of scheduling, which will be 

published in the Federal Register as 

provided in section 207.21 of the 

Commission’s rules, upon notice from 

the U.S. Department of Commerce 

(‘‘Commerce’’) of affirmative 

preliminary determinations in the 

investigations under § 733(b) of the Act, 

or, if the preliminary determinations are 

negative, upon notice of affirmative 

final determinations in those 

investigations under § 735(a) of the Act. 

Parties that filed entries of appearance 

in the preliminary phase of the 

investigations need not enter a separate 

appearance for the final phase of the 

investigations. Industrial users, and, if 

the merchandise under investigation is 

sold at the retail level, representative 

consumer organizations have the right 

to appear as parties in Commission 

antidumping investigations. The 

Secretary will prepare a public service 

list containing the names and addresses 

of all persons, or their representatives, 

who are parties to the investigations. 

Background 

Effective November 15, 2021, Lion 

Elastomers LLC, Port Neches, Texas 

filed petitions with the Commission and 

Commerce, alleging that an industry in 

the United States is materially injured 

or threatened with material injury by 

reason of LTFV imports of emulsion 

styrene-butadiene rubber from Czechia, 

Italy, and Russia. Accordingly, effective 

November 15, 2021, the Commission 

instituted antidumping duty 

investigation Nos. 731–TA–1575–1577 

(Preliminary). 

Notice of the institution of the 

Commission’s investigations and of a 

public conference to be held in 

connection therewith was given by 

posting copies of the notice in the Office 

of the Secretary, U.S. International 

Trade Commission, Washington, DC, 

and by publishing the notice in the 

Federal Register of November 22, 2021 

(86 FR 66335). In light of the restrictions 

on access to the Commission building 

due to the COVID–19 pandemic, the 

Commission conducted its conference 

through written testimony and video 

conference. All persons who requested 

the opportunity were permitted to 

participate. 

The Commission made these 

determinations pursuant to § 733(a) of 

the Act (19 U.S.C. 1673b(a)). It 

completed and filed its determinations 

in these investigations on December 30, 

2021. The views of the Commission are 

contained in USITC Publication 5274 

(January 2022), entitled Emulsion 

Styrene-Butadiene Rubber from 

Czechia, Italy, and Russia: Investigation 

Nos. 731 TA 1575–1577 (Preliminary). 

Issued: December 30, 2021. 

William Bishop, 

Supervisory Hearings and Information 

Officer. 

[FR Doc. 2021–28568 Filed 1–4–22; 8:45 am] 

BILLING CODE 7020–02–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Clarence L. Werner; 

Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States of America v. 

Clarence L. Werner, Civil Action 1:21– 

cv–03332. On December 22, 2021, the 

United States filed a Complaint alleging 

that Clarence L. Werner violated the 

premerger notification and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, 15 U.S.C. 18a, in connection with 

the acquisition of voting securities of 

Werner Enterprises Inc. The proposed 

Final Judgment, filed at the same time 

as the Complaint, requires Clarence L. 

Werner to pay a civil penalty of 

$486,900. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s website at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments in English 

should be directed to Maribeth Petrizzi, 

Special Attorney, United States, c/o 

Federal Trade Commission, 600 

Pennsylvania Avenue NW, CC–8416, 

Washington, DC 20580 or by email to 

bccompliance@ftc.gov. 

Suzanne Morris, 

Chief, Premerger and Division Statistics, 

Antitrust Division. 

United States District Court for the 

District of Columbia 

United States of America, c/o Department 

of Justice, Washington, DC 20530, Plaintiff, v. 

Clarence L. Werner, c/o Werner Enterprises, 

Inc., 14507 Frontier Road, Omaha, NE 68138, 

Defendant. 

Civil Action No. 1:21–cv–03332 

Judge: James E. Boasberg 


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Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 479 

Complaint for Civil Penalties for 

Failure To Comply With the Premerger 

Reporting and Waiting Requirements of 

the Hart-Scott Rodino Act 

The United States of America, acting 

under the direction of the Attorney 

General of the United States and at the 

request of the United States Federal 

Trade Commission, brings this civil 

antitrust action to obtain monetary relief 

in the form of civil penalties against 

Defendant Clarence L. Werner 

(‘‘Werner’’). The United States alleges as 

follows: 

I. Nature of the Action 

1. Werner violated the notice and 

waiting period requirements of Section 

7A of the Clayton Act, (15 U.S.C. 18a, 

commonly known as the Hart-ScottRodino Antitrust Improvements Act of 

1976 ‘‘HSR Act’’ or ‘‘Act’’), with respect 

to the acquisition of voting securities of 

Werner Enterprises, Inc. (‘‘Werner Inc.’’) 

from May 2007 through February 2020. 

II. Jurisdiction and Venue 

2. This Court has jurisdiction over the 

subject matter of this action pursuant to 

Section 7A(g) of the Clayton Act, 15 

U.S.C. 18a(g), and 28 U.S.C. 1331, 

1337(a), 1345, and 1355, and over 

Defendant by virtue of Defendant’s 

consent, in the Stipulation relating 

hereto, to the maintenance of this action 

and entry of the Final Judgment in this 

District. 

3. Venue is proper in this District by 

virtue of Defendant’s consent, in the 

Stipulation relating hereto, to the 

maintenance of this action and entry of 

the Final Judgment in this District. 

III. The Defendant 

4. Defendant Werner is a natural 

person with his principal office and 

place of business at 14507 Frontier 

Road, Omaha, NE 68138. Werner is the 

founder of Werner Inc. and during the 

relevant period alternatively served as 

the Chairman, Chairman Emeritus, and 

Executive Chairman of its Board of 

Directors. Werner is engaged in 

commerce, or in activities affecting 

commerce, within the meaning of 

Section 1 of the Clayton Act, 15 U.S.C. 

12, and Section 7A(a)(1) of the Clayton 

Act, 15 U.S.C. 18a(a)(1). At all times 

relevant to this complaint, Werner had 

sales or assets that met the operative 

threshold. 

IV. Other Entity 

5. Werner Inc. is a corporation 

organized under the laws of Nebraska 

with its principal place of business at 

14507 Frontier Road, Omaha, NE 63138. 

Werner Inc. is engaged in commerce, or 

in activities affecting commerce, within 

the meaning of Section 1 of the Clayton 

Act, 15 U.S.C. 12, and Section 7A(a)(1) 

of the Clayton Act, 15 U.S.C. 18a(a)(1). 

At all times relevant to this complaint, 

Werner Inc. had sales or assets that met 

the operative threshold. 

V. The Hart-Scott-Rodino Act and Rules 

6. The HSR Act requires certain 

acquiring persons and certain persons 

whose voting securities or assets are 

acquired to file notifications with the 

Department of Justice and the Federal 

Trade Commission (collectively, the 

‘‘federal antitrust agencies’’) and to 

observe a waiting period before 

consummating certain acquisitions of 

voting securities or assets. 15 U.S.C. 

18a(a) and (b). These notification and 

waiting period requirements apply to 

acquisitions that meet the HSR Act’s 

size of transaction and size of person 

thresholds, which have been adjusted 

annually since 2004. The size of 

transaction threshold is met for 

transactions valued over $50 million, as 

adjusted ($94 million in 2020). In 

addition, there is a separate filing 

requirement for transactions in which 

the acquirer will hold voting securities 

in excess of $100 million, as adjusted 

($188 million in 2020), and for 

transactions in which the acquirer will 

hold voting securities in excess of $500 

million, as adjusted ($940.1 million in 

2020). With respect to the size of person 

thresholds, the HSR Act requires one 

person involved in the transaction to 

have sales or assets in excess of $10 

million, as adjusted ($18.8 million in 

2020), and the other person to have 

sales or assets in excess of $100 million, 

as adjusted ($188 million in 2020). 

7. The HSR Act’s notification and 

waiting period requirements are 

intended to give the federal antitrust 

agencies prior notice of, and 

information about, proposed 

transactions. The waiting period is also 

intended to provide the federal antitrust 

agencies with the opportunity to 

investigate a proposed transaction and 

to determine whether to seek an 

injunction to prevent the consummation 

of a transaction that may violate the 

antitrust laws. 

8. Pursuant to Section (d)(2) of the 

HSR Act, 15 U.S.C. 18a(d)(2), rules were 

promulgated to carry out the purposes 

of the HSR Act. 16 CFR 801–03 (‘‘HSR 

Rules’’). The HSR Rules, among other 

things, define terms contained in the 

HSR Act. 

9. Pursuant to Section 801.13(a)(1) of 

the HSR Rules, 16 CFR 801.13(a)(1), ‘‘all 

voting securities of [an] issuer which 

will be held by the acquiring person 

after the consummation of an 

acquisition’’—including any held before 

the acquisition—are deemed held ‘‘as a 

result of’’ the acquisition at issue. 

10. Pursuant to Sections 801.13(a)(2) 

and 801.10(c)(1) of the HSR Rules, 16 

CFR 801.13(a)(2) and § 801.10(c)(1), the 

value of voting securities already held is 

the market price, defined to be the 

lowest closing price within 45 days 

prior to the subsequent acquisition. 

11. Section 802.21 of the HSR Rules, 

16 CFR 802.21, provides that, once a 

person has filed under the HSR Act and 

the waiting period has expired, that 

person can acquire additional voting 

securities of the same issuer without 

filing a new notification for five years 

from the expiration of the waiting 

period, so long as the value of the 

person’s holdings do not exceed a 

threshold higher than was indicated in 

the filing (‘‘802.21 exemption’’). 

12. Section 7A(g)(1) of the Clayton 

Act, 15 U.S.C. 18a(g)(1), provides that 

any person, or any officer, director, or 

partner thereof, who fails to comply 

with any provision of the HSR Act is 

liable to the United States for a civil 

penalty for each day during which such 

person is in violation. Pursuant to the 

Federal Civil Penalties Inflation 

Adjustment Act Improvements Act of 

2015, Public Law 114–74, 701 (further 

amending the Federal Civil Penalties 

Inflation Adjustment Act of 1990), the 

dollar amounts of civil penalties listed 

in Federal Trade Commission Rule 1.98, 

16 CFR 1.98, are adjusted annually for 

inflation; the maximum amount of civil 

penalty in effect at the time of Werner’s 

corrective filing was $43,280 per day. 85 

FR 2014 (January 14, 2020). 

VI. Defendant’s Violation of the HSR 

Act 

13. On May 14, 2007, Werner 

exercised options to acquire 475,000 

Werner Inc. voting securities, which 

resulted in his aggregated holdings of 

Werner Inc. voting securities exceeding 

the $100 million threshold, as adjusted, 

which in May 2007, was $119.6 million. 

Although required to do so, Werner did 

not file under the HSR Act or observe 

the HSR Act’s waiting period prior to 

completing the May 14, 2007, 

transaction. 

14. Werner continued to acquire 

Werner Inc. voting securities through 

open market purchases, the exercise of 

options, and otherwise. 

15. Werner acquired 320,100 voting 

securities on November 18, 2009, 8,500 

voting securities on November 24, 2009, 

59,406 voting securities on November 

27, 2009, and 32,094 voting securities 

on November 30, 2009. All of these 

acquisitions were made on the open 

market. Open market acquisitions 

require an acquirer to affirmatively and 


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480 Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 

actively decide to acquire voting 

securities; in particular for very large 

open market acquisitions, it is not 

excusable negligence to be unaware of 

HSR Act legal requirements. 

16. On November 20, 2012, Werner 

exercised options to acquire 100,000 

Werner Inc. voting securities, which 

resulted in his aggregated holdings of 

Werner Inc. voting securities again 

exceeding the $100 million threshold, as 

adjusted, which in November 2012, was 

$136.4 million. Although required to do 

so, Werner did not file under the HSR 

Act or observe the HSR Act’s waiting 

period prior to completing the 

November 20, 2012 transaction. 

Thereafter, Werner continued to acquire 

Werner Inc. voting securities. 

17. On February 7, 2019, Werner 

received 3,738 Werner Inc. voting 

securities with the vesting of a tranche 

of restricted stock, which resulted in his 

aggregated holdings of Werner Inc. 

voting securities again exceeding the 

$100 million threshold, as adjusted, 

which in February 2019, was $168.8 

million. Although required to do so, 

Werner did not file under the HSR Act 

or observe the HSR Act’s waiting period 

prior to completing the February 7, 2019 

transaction. 

18. On January 17, 2020, Werner’s 

counsel contacted the Premerger 

Notification Office (‘‘PNO’’) of the 

Federal Trade Commission to inform 

PNO staff that counsel was analyzing a 

situation that counsel anticipated would 

likely entail multiple postconsummation filings. As of that date, 

Werner, through his counsel, was aware 

that he had violated the HSR Act. 

19. Thereafter, Werner made 

additional acquisitions of Werner Inc. 

voting securities on February 7 and 11, 

2020, through the vesting of restricted 

stock awards. Werner did not file an 

HSR notification prior to either of these 

acquisitions. 

20. On March 4, 2020, Werner made 

corrective filings under the HSR Act for 

the acquisitions he made on May 14, 

2007, November 20, 2012, and February 

7, 2019. Each of these transactions 

resulted in Werner’s aggregated 

holdings of Werner Inc. voting securities 

exceeding the $100 million threshold, as 

adjusted. Had Werner filed under the 

HSR Act for these three acquisitions on 

a timely basis, all his other acquisitions 

of Werner Inc. voting securities during 

the relevant period would have been 

exempt pursuant to the 802.21 

exemption. 

21. Werner was in continuous 

violation of the HSR Act from May 14, 

2007, when he acquired the Werner Inc. 

voting securities valued in excess of the 

HSR Act’s $100 million filing threshold, 

as adjusted, through April 3, 2020, 

when the waiting period expired on his 

corrective filings. 

VIII. Requested Relief 

Wherefore, the United States requests: 

a. That the Court adjudge and decree 

that Defendant’s acquisitions of Werner 

Inc. voting securities from May 14, 

2007, through February 11, 2020, were 

violations of the HSR Act, 15 U.S.C. 18a; 

and that Defendant was in violation of 

the HSR Act each day from May 14, 

2007, through April 3, 2020; 

b. that the Court order Defendant to 

pay to the United States an appropriate 

civil penalty as provided by the Section 

7A(g)(1) of the Clayton Act, 15 U.S.C. 

18a(g)(1), the Debt Collection 

Improvement Act of 1996, Public Law 

104 134 § 31001(s) (amending the 

Federal Civil Penalties Inflation 

Adjustment Act of 1990, 28 U.S.C. 

2461), and the Federal Civil Penalties 

Inflation Adjustment Act Improvements 

Act of 2015, Public Law 114–74, 701 

(further amending the Federal Civil 

Penalties Inflation Adjustment Act of 

1990), and Federal Trade Commission 

Rule 1.98, 16 CFR 1.98, 85 FR 2014 

(January 14, 2020); 

c. that the Court order such other and 

further relief as the Court may deem just 

and proper; and 

d. that the Court award the United 

States its costs of this suit. 

Dated: 

lllllllllllllllllllll

FOR THE PLAINTIFF UNITED STATES OF 

AMERICA: 

lllllllllllllllllllll

Jonathan S. Kanter, 

Assistant Attorney General, Department of 

Justice, Antitrust Division, Washington, DC 

20530. 

lllllllllllllllllllll

Maribeth Petrizzi, 

D.C. Bar No. 435204, Special Attorney. 

lllllllllllllllllllll

Kenneth A. Libby, 

Special Attorney. 

lllllllllllllllllllll

Kelly Horne, 

Special Attorney, Federal Trade Commission, 

Washington, DC 20580, (202) 326–2694. 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Clarence L. Werner, Defendant. 

Civil Action No. 1:21–cv–03332 

Judge: James E. Boasberg 

[Proposed] Final Judgment 

Whereas, the United States of 

America filed its Complaint on 

December 22, 2021, alleging that 

Defendant Clarence L. Werner violated 

Section 7A of the Clayton Act (15 U.S.C. 

18a, commonly known as the HartScott-Rodino Antitrust Improvements 

Act of 1976 (the ‘‘HSR Act’’)); 

and whereas the United States and 

Defendant, have consented to the entry 

of this Final Judgment without the 

taking of testimony, without trial or 

adjudication of any issue of fact or law, 

and without this Final Judgment 

constituting any evidence against or 

admission by any party regarding any 

issue of fact or law; 

Now, therefore, it is ordered, 

adjudged, and decreed: 

I. Jurisdiction 

The Court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief can be granted 

against Defendant under Section 7A of 

the Clayton Act, 15 U.S.C. 18a. 

II. Civil Penalty 

Judgment is hereby entered in this 

matter in favor of the United States and 

against Defendant, and, pursuant to 

Section 7A(g)(1) of the Clayton Act, 15 

U.S.C. 18a(g)(1), the Debt Collection 

Improvement Act of 1996, Public Law 

104–134 § 31001(s) (amending the 

Federal Civil Penalties Inflation 

Adjustment Act of 1990, 28 U.S.C. 

2461), the Federal Civil Penalties 

Inflation Adjustment Act Improvements 

Act of 2015, Public Law 114–74 § 701 

(further amending the Federal Civil 

Penalties Inflation Adjustment Act of 

1990), and Federal Trade Commission 

Rule 1.98, 16 CFR 1.98, 86 FR 2541 

(January 13, 2021), Defendant is hereby 

ordered to pay a civil penalty in the 

amount of four hundred eighty-six 

thousand nine hundred dollars 

($486,900). Payment of the civil penalty 

ordered hereby must be made by wire 

transfer of funds or cashier’s check. If 

the payment is to be made by wire 

transfer, prior to making the transfer, 

Defendant will contact the Budget and 

Fiscal Section of the Antitrust Division’s 

Executive Office at ATR.EXO-FiscalInquiries@usdoj.gov for instructions. If 

the payment is made by cashier’s check, 

the check must be made payable to the 

United States Department of Justice and 

delivered to: Chief, Budget & Fiscal 

Section, Executive Office, Antitrust 

Division, United States Department of 

Justice, Liberty Square Building, 450 5th 

Street NW, Room 3016, Washington, DC 

20530. 

Defendant must pay the full amount 

of the civil penalty within thirty (30) 

days of entry of this Final Judgment. In 

the event of a default or delay in 

payment, interest at the rate of eighteen 

percent (18%) per annum will accrue 


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thereon from the date of the default or 

delay to the date of payment. 

III. Costs 

Each party will bear its own costs of 

this action, except as otherwise 

provided in Paragraph IV.C. 

IV. Enforcement of Final Judgment 

A. The United States retains and 

reserves all rights to enforce the 

provisions of this Final Judgment, 

including the right to seek an order of 

contempt from the Court. Defendant 

agrees that in a civil contempt action, a 

motion to show cause, or a similar 

action brought by the United States 

regarding an alleged violation of this 

Final Judgment, the United States may 

establish a violation of this Final 

Judgment and the appropriateness of a 

remedy therefor by a preponderance of 

the evidence, and Defendant waives any 

argument that a different standard of 

proof should apply. 

B. Defendant agrees that he may be 

held in contempt of, and that the Court 

may enforce, any provision of this Final 

Judgment that is stated specifically and 

in reasonable detail, whether or not it is 

clear and unambiguous on its face. The 

terms of this Final Judgment should not 

be construed against either party as the 

drafter. 

C. In connection with a successful 

effort by the United States to enforce 

this Final Judgment against Defendant, 

whether litigated or resolved before 

litigation, Defendant agrees to reimburse 

the United States for the fees and 

expenses of its attorneys, as well as all 

other costs including experts’ fees, 

incurred in connection with that 

enforcement effort, including in the 

investigation of the potential violation. 

V. Expiration of Final Judgment 

This Final Judgment will expire upon 

payment in full by the Defendant of the 

civil penalty required by Section II of 

this Final Judgment. 

VI. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16, including making copies 

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States’ responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Dated: lllllllllllllll

[Court approval subject to the 

procedures of the Antitrust Procedures 

and Penalties Act, 15 U.S.C. 16] 

lllllllllllllllllll

United States District Judge 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Clarence L. Werner, Defendant. 

Civil Action No. 1:21–cv–03332 

Judge: James E. Boasberg 

Competitive Impact Statement 

The United States of America 

(‘‘United States’’), under Section 2(b) of 

the Antitrust Procedures and Penalties 

Act, 15 U.S.C. 16(b)–(h) (‘‘APPA’’ or 

‘‘Tunney Act’’), files this Competitive 

Impact Statement relating to the 

proposed Final Judgment submitted for 

entry in this civil antitrust proceeding. 

I. Nature and Purpose of the Proceeding 

On December 22, 2022, the United 

States filed a Complaint against 

Defendant Clarence L. Werner 

(‘‘Werner’’ or ‘‘Defendant’’), relating to 

Werner’s acquisitions of voting 

securities of Werner Enterprises, Inc. 

(‘‘Werner Inc.’’) from May 2007 through 

February 2020. The Complaint alleges 

that Werner violated Section 7A of the 

Clayton Act, 15 U.S.C. 18a, commonly 

known as the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976 (the 

‘‘HSR Act’’). The HSR Act requires 

certain acquiring persons and certain 

persons whose voting securities or 

assets are acquired to file notifications 

with the Department of Justice and the 

Federal Trade Commission (collectively, 

the ‘‘federal antitrust agencies’’) and to 

observe a waiting period before 

consummating certain acquisitions of 

voting securities or assets. 15 U.S.C. 18a 

(a) and (b). 

These notification and waiting period 

requirements apply to acquisitions that 

meet the HSR Act’s size of transaction 

and size of person thresholds, which 

have been adjusted annually since 2004. 

The size of transaction threshold is met 

for transactions valued over $50 million, 

as adjusted ($94 million in 2020). In 

addition, there is a separate filing 

requirement for transactions in which 

the acquirer will hold voting securities 

in excess of $100 million, as adjusted 

($188 million in 2020), and for 

transactions in which the acquirer will 

hold voting securities in excess of $500 

million, as adjusted ($940.1 million in 

2020). 

With respect to the size of person 

thresholds, the HSR Act requires one 

person involved in the transaction to 

have sales or assets in excess of $10 

million, as adjusted ($18.8 million in 

2020), and the other person to have 

sales or assets in excess of $100 million, 

as adjusted ($188 million in 2020). A 

key purpose of the notification and 

waiting period requirements is to 

protect consumers and competition 

from potentially anticompetitive 

transactions by providing the federal 

antitrust agencies an opportunity to 

conduct an antitrust review of proposed 

transactions before they are 

consummated. 

An exemption from HSR Act filings 

may apply under certain circumstances. 

Section 802.21 of the HSR Rules, 16 

CFR 802.21, provides that, once a 

person has filed under the HSR Act and 

the waiting period has expired, that 

person can acquire additional voting 

securities of the same issuer without 

filing a new notification for five years 

from the expiration of the waiting 

period, so long as the value of the 

person’s holdings do not exceed a 

threshold higher than was indicated in 

the filing (‘‘802.21 exemption’’). 

The Complaint alleges that Werner 

acquired voting securities of Werner Inc. 

without filing the required preacquisition HSR Act notifications with 

the federal antitrust agencies and 

without observing the waiting period. 

Werner’s acquisitions of Werner Inc. 

voting securities exceeded the $100- 

million statutory threshold, as adjusted, 

and Werner and Werner Inc. met the 

then-applicable adjusted statutory size 

of person thresholds. Moreover, none of 

Werner’s acquisitions were exempt from 

HSR Act notification and waiting period 

requirements under the 802.21 

exemption because he had not 

previously filed the requisite preacquisition HSR Act notifications. 

At the same time the Complaint was 

filed in the present action, the United 

States also filed a Stipulation and Order 

and proposed Final Judgment that 

resolve the allegations made in the 

Complaint. The proposed Final 

Judgment is designed to address the 

violation alleged in the Complaint and 

penalize Werner’s HSR Act violations. 

Under the proposed Final Judgment, 

Werner must pay a civil penalty to the 

United States in the amount of 

$486,900. 

The United States and Werner have 

stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA, unless the 

United States first withdraws its 

consent. Entry of the proposed Final 

Judgment will terminate this action, 

except that the Court will retain 

jurisdiction to construe, modify, or 

enforce the provisions of the proposed 

Final Judgment and punish violations 

thereof. 


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II. Description of the Events Giving Rise 

to the Alleged Violation 

The crux of Werner’s violation is that 

he failed to submit HSR Act 

notifications even though his 

acquisitions of Werner Inc. voting 

securities satisfied the HSR Act filing 

requirements and he was not eligible to 

take advantage of the 802.21 exemption. 

At all times relevant to the Complaint, 

Werner had sales or assets in excess of 

$10 million, as adjusted. At all times 

relevant to the Complaint, Werner Inc. 

had sales or assets in excess of $100 

million, as adjusted. 

Werner is the founder of Werner Inc. 

and during the relevant period 

alternatively served as the Chairman, 

Chairman Emeritus, and Executive 

Chairman of its Board of Directors. On 

May 14, 2007, Werner exercised options 

to acquire 475,000 shares of Werner Inc. 

voting securities, which resulted in his 

aggregated holdings of Werner Inc. 

voting securities exceeding the $100 

million threshold, as adjusted, which in 

May 2007 was $119.6 million. Although 

required to do so, Werner did not file 

under the HSR Act or observe the HSR 

Act’s waiting period prior to completing 

the May 14, 2007, transaction. 

Werner continued to acquire Werner 

Inc. voting securities, through open 

market purchases, the exercise of 

options, and otherwise. Werner 

acquired 320,100 voting securities on 

November 18, 2009, 8,500 voting 

securities on November 24, 2009, 59,406 

voting securities on November 27, 2009, 

and 32,094 voting securities on 

November 30, 2009. All of these 

acquisitions were made on the open 

market. Open market acquisitions 

require an acquirer to affirmatively and 

actively decide to acquire voting 

securities; in particular for very large 

open market acquisitions, it is not 

excusable negligence to be unaware of 

HSR Act legal requirements. 

On November 20, 2012, Werner 

exercised options to acquire 100,000 

Werner Inc. voting securities, which 

resulted in his aggregated holdings of 

Werner Inc. voting securities again 

exceeding the $100 million threshold, as 

adjusted, which in November 2012 was 

$136.4 million. Although required to do 

so, Werner did not file under the HSR 

Act or observe the HSR Act’s waiting 

period prior to completing the 

November 20, 2012 transaction. 

Thereafter, Werner continued to acquire 

Werner Inc. voting securities. 

On February 7, 2019, Werner received 

3,738 Werner Inc. voting securities with 

the vesting of a tranche of restricted 

stock, which resulted in his aggregated 

holdings of Werner Inc. voting securities 

again exceeding the $100 million 

threshold, as adjusted, which in 

February 2019 was $168.8 million. 

Although required to do so, Werner did 

not file under the HSR Act or observe 

the HSR Act’s waiting period prior to 

completing the February 7, 2019 

transaction. 

On January 17, 2020, Werner’s 

counsel contacted the Premerger 

Notification Office (‘‘PNO’’) of the 

Federal Trade Commission to inform 

PNO staff that counsel was analyzing a 

situation that counsel anticipated would 

likely entail multiple postconsummation filings. As of that date, 

Werner, through his counsel, was aware 

that he had violated the HSR Act. 

Thereafter, Werner made additional 

acquisitions of Werner Inc. voting 

securities on February 7 and 11, 2020, 

through the vesting of restricted stock 

awards. Werner did not file an HSR 

notification prior to either of these 

acquisitions. 

On March 4, 2020, Werner made 

corrective filings under the HSR Act for 

the acquisitions he made on May 14, 

2007, November 20, 2012, and February 

7, 2019. Each of these transactions 

resulted in Werner’s aggregated 

holdings of Werner Inc. stock exceeding 

the $100 million threshold, as adjusted. 

Had Werner filed under the HSR Act for 

these three acquisitions on a timely 

basis, all his other acquisitions of 

Werner Inc. voting securities during the 

relevant period would have been 

exempt pursuant to the 802.21 

exemption. 

Werner was in continuous violation of 

the HSR Act from May 14, 2007, when 

he acquired the Werner Inc. voting 

securities valued in excess of the HSR 

Act’s $100 million filing threshold, as 

adjusted, through April 3, 2020, when 

the waiting period expired on his 

corrective filings. 

III. Explanation of the Proposed Final 

Judgment 

The proposed Final Judgment 

imposes a $486,900 civil penalty 

designed to address the violation 

alleged in the Complaint, penalize the 

Defendant, and deter others from 

violating the HSR Act. The United 

States adjusted the penalty downward 

from the maximum permitted under the 

HSR Act because the violation was 

inadvertent and the Defendant is willing 

to resolve the matter by proposed final 

judgment and thereby avoid prolonged 

investigation and litigation. However, 

the penalty amount reflects that 

Defendant was serving in a director 

capacity throughout the period he was 

in violation of the HSR Act. In addition, 

many of these acquisitions were open 

market acquisitions, such that he should 

have been aware of his obligations 

under the HSR Act. Open market 

acquisitions require an acquirer to 

affirmatively and actively decide to 

acquire voting securities; in particular 

for very large open market acquisitions, 

it is not excusable negligence to be 

unaware of HSR Act legal requirements. 

Further, Defendant made reportable 

acquisitions even after Defendant, 

through his counsel, was aware that he 

had violated the HSR Act. The penalty 

will not have any adverse effect on 

competition; instead, the relief should 

have a beneficial effect on competition 

because it will deter the Defendant and 

others from failing to properly notify the 

federal antitrust agencies of future 

acquisitions, in accordance with the 

law. 

IV. Remedies Available to Potential 

Private Litigants 

There is no private antitrust action for 

HSR Act violations; therefore, entry of 

the proposed Final Judgment will 

neither impair nor assist the bringing of 

any private antitrust action. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and the Defendant 

have stipulated that the proposed Final 

Judgment may be entered by the Court 

after compliance with the provisions of 

the APPA, provided that the United 

States has not withdrawn its consent. 

The APPA conditions entry upon the 

Court’s determination that the proposed 

Final Judgment is in the public interest. 

The APPA provides a period of at 

least 60 days preceding the effective 

date of the proposed Final Judgment 

within which any person may submit to 

the United States written comments 

regarding the proposed Final Judgment. 

Any person who wishes to comment 

should do so within 60 days of the date 

of publication of this Competitive 

Impact Statement in the Federal 

Register or the last date of publication 

in a newspaper of the summary of this 

Competitive Impact Statement, 

whichever is later. All comments 

received during this period will be 

considered by the United States, which 

remains free to withdraw its consent to 

the proposed Final Judgment at any 

time before the Court’s entry of the Final 

Judgment. The comments and the 

response of the United States will be 

filed with the Court. In addition, the 

comments and the United States’ 

responses will be published in the 

Federal Register unless the Court agrees 

that the United States instead may 

publish them on the U.S. Department of 


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Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 483 

Justice, Antitrust Division’s internet 

website. Written comments should be 

submitted in English to: Maribeth 

Petrizzi, Special Attorney, United 

States, c/o Federal Trade Commission, 

600 Pennsylvania Avenue NW, CC– 

8416, Washington, DC 20580, Email: 

bccompliance@ftc.gov. 

The proposed Final Judgment 

provides that the Court retains 

jurisdiction over this action, and the 

parties may apply to the Court for any 

order necessary or appropriate for the 

modification, interpretation, or 

enforcement of the Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

The United States considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against the Defendant. The United 

States is satisfied, however, that the 

proposed relief is an appropriate 

remedy in this matter. Given the facts of 

this case, including the Defendant’s selfreporting of the violations and 

willingness to promptly settle this 

matter, the United States is satisfied that 

the proposed civil penalty is sufficient 

to address the violations alleged in the 

Complaint and to deter violations by 

similarly situated entities in the future, 

without the time, expense, and 

uncertainty of a full trial on the merits. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

Under the Clayton Act and APPA, 

proposed Final Judgments or ‘‘consent 

decrees’’ in antitrust cases brought by 

the United States are subject to a 60-day 

comment period, after which the Court 

shall determine whether entry of the 

proposed Final Judgment ‘‘is in the 

public interest.’’ 15 U.S.C. 16(e)(1). In 

making that determination, the Court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) the impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

15 U.S.C. 16(e)(1)(A) & (B). In 

considering these statutory factors, the 

Court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

Microsoft Corp., 56 F.3d 1448, 1461 

(D.C. Cir. 1995); United States v. U.S. 

Airways Grp., Inc., 38 F. Supp. 3d 69, 

75 (D.D.C. 2014) (explaining that the 

‘‘court’s inquiry is limited’’ in Tunney 

Act settlements); United States v. InBev 

N.V./S.A., No. 08–1965 (JR), 2009 U.S. 

Dist. LEXIS 84787, at *3 (D.D.C. Aug. 

11, 2009) (noting that a court’s review 

of a proposed Final Judgment is limited 

and only inquires ‘‘into whether the 

government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable’’). 

As the U.S. Court of Appeals for the 

District of Columbia Circuit has held, 

under the APPA a court considers, 

among other things, the relationship 

between the remedy secured and the 

specific allegations in the government’s 

complaint, whether the proposed Final 

Judgment is sufficiently clear, whether 

its enforcement mechanisms are 

sufficient, and whether it may positively 

harm third parties. See Microsoft, 56 

F.3d at 1458–62. With respect to the 

adequacy of the relief secured by the 

proposed Final Judgment, a court may 

not ‘‘make de novo determination of 

facts and issues.’’ United States v. W. 

Elec. Co., 993 F.2d 1572, 1577 (D.C. Cir. 

1993) (quotation marks omitted); see 

also Microsoft, 56 F.3d at 1460–62; 

United States v. Alcoa, Inc., 152 F. 

Supp. 2d 37, 40 (D.D.C. 2001); United 

States v. Enova Corp., 107 F. Supp. 2d 

10, 16 (D.D.C. 2000); InBev, 2009 U.S. 

Dist. LEXIS 84787, at *3. Instead, ‘‘[t]he 

balancing of competing social and 

political interests affected by a proposed 

antitrust consent decree must be left, in 

the first instance, to the discretion of the 

Attorney General.’’ W. Elec. Co., 993 

F.2d at 1577 (quotation marks omitted). 

‘‘The court should bear in mind the 

flexibility of the public interest inquiry: 

The court’s function is not to determine 

whether the resulting array of rights and 

liabilities is one that will best serve 

society, but only to confirm that the 

resulting settlement is within the 

reaches of the public interest.’’ 

Microsoft, 56 F.3d at 1460 (quotation 

marks omitted); see also United States v. 

Deutsche Telekom AG, No. 19–2232 

(TJK), 2020 WL 1873555, at *7 (D.D.C. 

Apr. 14, 2020). More demanding 

requirements would ‘‘have enormous 

practical consequences for the 

government’s ability to negotiate future 

settlements,’’ contrary to congressional 

intent. Microsoft, 56 F.3d at 1456. ‘‘The 

Tunney Act was not intended to create 

a disincentive to the use of the consent 

decree.’’ Id. 

The United States’ predictions about 

the efficacy of the remedy are to be 

afforded deference by the Court. See, 

e.g., Microsoft, 56 F.3d at 1461 

(recognizing courts should give ‘‘due 

respect to the Justice Department’s . . . 

view of the nature of its case’’); United 

States v. Iron Mountain, Inc., 217 F. 

Supp. 3d 146, 152–53 (D.D.C. 2016) (‘‘In 

evaluating objections to settlement 

agreements under the Tunney Act, a 

court must be mindful that [t]he 

government need not prove that the 

settlements will perfectly remedy the 

alleged antitrust harms[;] it need only 

provide a factual basis for concluding 

that the settlements are reasonably 

adequate remedies for the alleged 

harms.’’ (internal citations omitted)); 

United States v. Republic Servs., Inc., 

723 F. Supp. 2d 157, 160 (D.D.C. 2010) 

(noting ‘‘the deferential review to which 

the government’s proposed remedy is 

accorded’’); United States v. ArcherDaniels-Midland Co., 272 F. Supp. 2d 1, 

6 (D.D.C. 2003) (‘‘A district court must 

accord due respect to the government’s 

prediction as to the effect of proposed 

remedies, its perception of the market 

structure, and its view of the nature of 

the case.’’). The ultimate question is 

whether ‘‘the remedies [obtained by the 

Final Judgment are] so inconsonant with 

the allegations charged as to fall outside 

of the ‘reaches of the public interest.’ ’’ 

Microsoft, 56 F.3d at 1461 (quoting W. 

Elec. Co., 900 F.2d at 309). 

Moreover, the Court’s role under the 

APPA is limited to reviewing the 

remedy in relationship to the violations 

that the United States has alleged in its 

complaint, and does not authorize the 

Court to ‘‘construct [its] own 

hypothetical case and then evaluate the 

decree against that case.’’ Microsoft, 56 

F.3d at 1459; see also U.S. Airways, 38 

F. Supp. 3d at 75 (noting that the court 

must simply determine whether there is 

a factual foundation for the 

government’s decisions such that its 

conclusions regarding the proposed 

settlements are reasonable); InBev, 2009 

U.S. Dist. LEXIS 84787, at *20 (‘‘[T]he 

‘public interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged.’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 


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484 Federal Register / Vol. 87, No. 3 / Wednesday, January 5, 2022 / Notices 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 

In its 2004 amendments to the APPA, 

Congress made clear its intent to 

preserve the practical benefits of using 

judgments proposed by the United 

States in antitrust enforcement, Public 

Law 108–237 § 221, and added the 

unambiguous instruction that ‘‘[n]othing 

in this section shall be construed to 

require the court to conduct an 

evidentiary hearing or to require the 

court to permit anyone to intervene.’’ 15 

U.S.C. 16(e)(2); see also U.S. Airways, 

38 F. Supp. 3d at 76 (indicating that a 

court is not required to hold an 

evidentiary hearing or to permit 

intervenors as part of its review under 

the Tunney Act). This language 

explicitly wrote into the statute what 

Congress intended when it first enacted 

the Tunney Act in 1974. As Senator 

Tunney explained: ‘‘[t]he court is 

nowhere compelled to go to trial or to 

engage in extended proceedings which 

might have the effect of vitiating the 

benefits of prompt and less costly 

settlement through the consent decree 

process.’’ 119 Cong. Rec. 24,598 (1973) 

(statement of Sen. Tunney). ‘‘A court 

can make its public interest 

determination based on the competitive 

impact statement and response to public 

comments alone.’’ U.S. Airways, 38 F. 

Supp. 3d at 76 (citing Enova Corp., 107 

F. Supp. 2d at 17). 

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by the 

United States in formulating the 

proposed Final Judgment. 

Date: December 22, 2021. 

Respectfully submitted, 

lllllllllllllllllllll

Kenneth A. Libby, 

Special Attorney, U.S. Department of Justice, 

Antitrust Division, c/o Federal Trade 

Commission, 600 Pennsylvania Avenue NW, 

Washington, DC 20580, Phone: (202) 326– 

2694, Email: klibby@ftc.gov. 

[FR Doc. 2021–28538 Filed 1–4–22; 8:45 am] 

BILLING CODE 6750–01–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Biglari Holdings Inc.; 

Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16(b)–(h), that a proposed 

Final Judgment, Stipulation, and 

Competitive Impact Statement have 

been filed with the United States 

District Court for the District of 

Columbia in United States of America v. 

Biglari Holdings Inc., Civil Action 1:21– 

cv–03331. On December 22, 2021, the 

United States filed a Complaint alleging 

that Biglari Holdings Inc. violated the 

premerger notification and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, 15 U.S.C. 18a, in connection with 

the acquisition of voting securities of 

Cracker Barrel Old Country Store Inc. 

The proposed Final Judgment, filed at 

the same time as the Complaint, 

requires Biglari Holdings Inc. to pay a 

civil penalty of $1,374,190. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection 

on the Antitrust Division’s website at 

http://www.justice.gov/atr and at the 

Office of the Clerk of the United States 

District Court for the District of 

Columbia. Copies of these materials may 

be obtained from the Antitrust Division 

upon request and payment of the 

copying fee set by Department of Justice 

regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, including the name of the 

submitter, and responses thereto, will be 

posted on the Antitrust Division’s 

website, filed with the Court, and, under 

certain circumstances, published in the 

Federal Register. Comments in English 

should be directed to Maribeth Petrizzi, 

Special Attorney, United States, c/o 

Federal Trade Commission, 600 

Pennsylvania Avenue NW, CC–8416, 

Washington, DC 20580 or by email to 

bccompliance@ftc.gov. 

Suzanne Morris, 

Chief, Premerger and Division Statistics, 

Antitrust Division. 

United States District Court for the 

District of Columbia 

United States of America, c/o Department 

of Justice, Washington, DC 20530, Plaintiff, v. 

Biglari Holdings Inc., 17802 IH 10 West, Suite 

400, San Antonio, TX 78257, Defendant. 

Civil Action No. 1:21–cv–03331 

Judge: Tanya S. Chutkan 

Complaint for Civil Penalties for 

Failure To Comply With the Premerger 

Reporting and Waiting Requirements of 

the Hart-Scott Rodino Act 

The United States of America, acting 

under the direction of the Attorney 

General of the United States and at the 

request of the Federal Trade 

Commission, brings this civil antitrust 

action to obtain monetary relief in the 

form of civil penalties against Defendant 

Biglari Holdings Inc. (‘‘Biglari’’). The 

United States alleges as follows: 

Nature of the Action 

1. Biglari violated the notice and 

waiting period requirements of Section 

7A of the Clayton Act, (15 U.S.C. 18a, 

commonly known as the Hart-ScottRodino Antitrust Improvements Act of 

1976 ‘‘HSR Act’’ or ‘‘Act’’), with respect 

to the acquisition of voting securities of 

Cracker Barrel Old Country Store, Inc. 

(‘‘Cracker Barrel’’) in 2020. 

Jurisdiction and Venue 

2. This Court has jurisdiction over the 

subject matter of this action pursuant to 

Section 7A(g) of the Clayton Act, 15 

U.S.C. 18a(g), and 28 U.S.C. 1331, 

1337(a), 1345, and 1355 and over 

Defendant by virtue of Defendant’s 

consent, in the Stipulation relating 

hereto, to the maintenance of this action 

and entry of the Final Judgment in this 

District. 

3. Venue is proper in this District by 

virtue of Defendant’s consent, in the 

Stipulation relating hereto, to the 

maintenance of this action and entry of 

the Final Judgment in this District. 

The Defendant 

4. Biglari is a corporation organized 

under the laws of Indiana with its 

principal office and place of business at 

17802 IH 10 West, Suite 400, San 

Antonio, TX 78257. Biglari is engaged in 

commerce, or in activities affecting 

commerce, within the meaning of 

Section 1 of the Clayton Act, 15 U.S.C. 

12, and Section 7A(a)(1) of the Clayton 

Act, 15 U.S.C. 18a(a)(1). At all times 

relevant to this complaint, Biglari had 

sales or assets in excess of $18.8 

million. 

Other Entity 

5. Cracker Barrel is a corporation 

organized under the laws of Tennessee 

with its principal place of business at 

305 Hartmann Drive, Lebanon, TN 

37087. Cracker Barrel is engaged in 

commerce, or in activities affecting 

commerce, within the meaning of 

Section 1 of the Clayton Act, 15 U.S.C. 

12, and Section 7A(a)(1) of the Clayton 

Act, 15 U.S.C. 18a(a)(1). At all times 

relevant to this complaint, Cracker 


TKELLEY on DSK125TN23PROD with NOTICE