62330 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

DEPARTMENT OF JUSTICE 

Office of Community Oriented Policing 

Services 

Agency Information Collection 

Activities: Extension of Currently 

Approved Collection; Comments 

Requested 

ACTION: 60-Day Notice of Information 

Collection Under Review: 

Methamphetamine Project Status 

Update Report (SUR). 

The Department of Justice (DOJ) 

Office of Community Oriented Policing 

Services (COPS) has submitted the 

following information collection request 

to the Office of Management and Budget 

(OMB) for review and approval in 

accordance with the Paperwork 

Reduction Act of 1995. The proposed 

information collection is published to 

obtain comments from the public and 

affected agencies. 

The purpose of this notice is to allow 

for 60 days for public comment until 

December 30, 2005. This process is 

conducted in accordance with 5 CFR 

1320.10. 

If you have comments especially on 

the estimated public burden or 

associated response time, suggestions, 

or need a copy of the proposed 

information collection instrument with 

instructions or additional information, 

please contact Rebekah Dorr, Office of 

Community Oriented Policing Services, 

1100 Vermont Avenue, NW., 

Washington, DC 20530. 

Written comments and suggestions 

from the public and affected agencies 

concerning the proposed collection of 

information are encouraged. Your 

comments should address one or more 

of the following four points: 

• Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including 

whether the information will have 

practical utility; 

• Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

• Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

• Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Overview of This Information 

Collection 

(1) Type of Information Collection: 

Extension of a Currently Approved 

Collection. 

(2) Title of the Form/Collection: 

Methamphetamine Project Status 

Update Report (SUR). 

(3) Agency form number if any and 

the applicable component of the 

Department of Justice sponsoring the 

collection: Form Number: None. U.S. 

Department of Justice, Office of 

Community Oriented Policing Services 

(COPS). 

(4) Affected public who will be asked 

or required to respond, as well as a brief 

abstract: Primary: Law Enforcement 

Agencies or Government entities that 

are recipients of COPS 

Methamphetamine grants. Other: 

Universities and Private Non-Profit 

Agencies. Abstract: The information 

collected will be used by the COPS 

Office to determine grantee’s progress 

toward grant implementation and for 

compliance monitoring efforts. 

(5) An estimate of the total number of 

respondents and the amount of time 

estimated for an average respondent to 

respond: There will be an estimated 100 

annual responses from grantees. The 

estimated amount of time required for 

the average respondent to respond is: 

3.0 hours. 

(6) An estimate of the total public 

burden (in hours) associated with the 

collection: 325 hours annually. 

If additional information is required 

contact: Brenda Dyer, Department 

Clearance Officer, United States 

Department of Justice, Justice 

Management Division, Policy and 

Planning Staff, Patrick Henry Building, 

Suite 1600, 601 D Street, NW., 

Washington, DC 20530. 

Dated: October 25, 2005. 

Brenda Dyer, 

Department Clearance Officer, United States 

Department of Justice. 

[FR Doc. 05–21633 Filed 10–28–05; 8:45 am] 

BILLING CODE 4410–AT–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. Cal Dive International, 

Inc. et al.; 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, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement have been filed with 

the United States District Court for the 

District of Columbia in United States of 

America v. Cal Dive International, Inc. 

et al., Civil Action No. 1:05CV02041. On 

October 18, 2005, the United States filed 

a Complaint alleging that the proposed 

acquisition by Cal Dive International, 

Inc. of certain saturation diving assets of 

Stolt Offshore, Inc. and S&H Diving, 

LLC would violate Section 7 of the 

Clayton Act, 15 U.S.C. 18. The 

Complaint alleges that the acquisition 

would substantially reduce competition 

in the market for saturation diving 

services in the United States Gulf of 

Mexico. The proposed Final Judgment 

requires Cal Dive to divest two vessels 

and a separate saturation diving system. 

Copies of the Complaint, proposed 

Final Judgment, Hold Separate 

Stipulation and Order, and Competitive 

Impact Statement are available for 

inspection at the Department of Justice, 

Antitrust Division, Antitrust Documents 

Group, Room 215, 325 7th Street, NW., 

Washington, DC 20530 (telephone: 202–

514–2481), on the Department of 

Justice’s Web site at http:// 

www.usdoj.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 comments is invited within 60 

days of the date of this notice. Such 

comments, and responses thereto, will 

be published in the Federal Register 

and filed with the Court. Comments 

should be directed to Donna N. 

Kooperstein, Chief, Transportation, 

Energy & Agriculture Section, Antitrust 

Division, Department of Justice, 325 7th 

Street, NW., Suite 500, Washington, DC 

20530 (telephone: 202–307–6349). 

Dorothy B. Fountain, 

Deputy Director of Operations, Antitrust 

Division. 

United States District Court for the 

District of Columbia 

United States of America, U.S. 

Department of Justice, Antitrust 

Division, 325 7th Street, NW., Suite 500, 

Washington, DC 20530; Plaintiff, v. Cal 

Dive International, Inc., 400 N. Sam 

Houston Parkway E, Suite 400, Houston, 

Texas 77060, Stolt Offshore, S.A., 

Dolphin House, Windmill Road, 

Sunbury-on-Thames, Middlesex, TW 16 

THT, England, Stolt Offshore, Inc., 

10787 Clay Road, Houston, Texas 

77041, and S&H Diving, LLC, 10787 

Clay Road, Houston, Texas 77041, 

Defendants 

Case Number 1:05CV02041. 

Judge: Emmet G. Sullivan. 

Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 62331 

Deck Type: Antitrust. 

Date Stamp: 10/18/2005. 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, brings this 

civil action to enjoin permanently the 

proposed acquisition by Cal Dive 

International, Inc. (‘‘Cal Dive’’) of 

certain assets of Stolt Offshore, Inc. and 

S&H Diving, LLC (hereinafter 

collectively ‘‘Stolt’’), and complains and 

alleges as follows: 

1. On or about April 11, 2005, Cal 

Dive entered into an agreement to 

purchase certain assets from Stolt, 

including a number of diving support 

vessels, saturation diving systems, and 

other assets used by Stolt to compete in 

the provision of saturation diving 

services in the United States Gulf of 

Mexico. 

2. Cal Dive and Stolt are two of only 

three major providers of saturation 

diving services to offshore pipeline 

construction companies and to owners 

and operators of pipelines, platforms 

and other offshore structures located in 

the United States Gulf of Mexico. As 

two of the largest providers of these 

services, Cal Dive and Stolt regularly 

compete directly for saturation diving 

projects. 

3. Cal Dive’s acquisition of Stolt’s 

saturation diving assets would eliminate 

Stolt as a competitor for the provision 

of saturation diving services in the 

United States Gulf of Mexico. As a 

result, purchasers of these services 

likely will face higher prices and 

reduced service. The proposed 

transaction would substantially reduce 

competition among providers of 

saturation diving services in the United 

States Gulf of Mexico, in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18. 

I. Jurisdiction and Venue 

4. This complaint is filed by the 

United States under Section 15 of the 

Clayton Act, as amended, 15 U.S.C. 25, 

to prevent and restrain the defendants 

from violating Section 7 of the Clayton 

Act, as amended, 15 U.S.C. 18. 

5. The defendants are engaged in 

interstate commerce and in activities 

substantially affecting interstate 

commerce. Cal Dive and Stolt provide 

saturation diving services, pipelay 

services, and other support services to 

customers located in multiple states in 

and around the United States Gulf of 

Mexico. The defendants’ sales of 

saturation diving services in the United 

States represent a regular, continuous 

and substantial flow of interstate 

commerce, and have had a substantial 

effect upon interstate commerce. 

6. This Court has subject matter 

jurisdiction over this action pursuant to 

28 U.S.C. 1331, 1337 and Section 15 of 

the Clayton Act, 15 U.S.C. 25. 

7. The defendants have consented to 

personal jurisdiction and venue in this 

judicial district. 

II. The Defendants and the Transaction 

8. Cal Dive International, Inc. is a 

corporation organized and existing 

under the laws of the state of Minnesota. 

Its corporate headquarters are located in 

Houston, Texas, and its primary subsea 

and marine services operations are 

located in Morgan City, Louisiana. Cal 

Dive provides a full range of marine 

contracting services in both shallow and 

deep water. Cal Dive employs more than 

300 full-time supervisors, divers, 

tenders and support staff, making it the 

largest provider of diving services in the 

United States Gulf of Mexico. Cal Dive’s 

total revenues in 2004 exceeded $540 

million, including more than $45 

million for saturation diving services in 

the United States Gulf of Mexico. 

9. Stolt Offshore, Inc., with 

headquarters in Houston, Texas, is a 

corporation organized and existing 

under the laws of the state of Louisiana. 

S&H Diving, LLC, is a Louisiana limited 

liability company, with offices in 

Houston, Texas. Stolt Offshore S.A., the 

ultimate parent of both Stolt Offshore, 

Inc. and S&H Diving, LLC, is a major 

international marine contractor 

registered in Luxembourg, with 2004 

revenues in excess of $1.2 billion 

worldwide. In the United States Gulf of 

Mexico, Stolt offers construction and 

installation engineering services for 

conventional pipelines, subsea tiebacks, 

heavy lift salvage, and subsea 

inspection, maintenance and repair 

services. Stolt is one of the largest 

providers of saturation diving services 

in the United States Gulf of Mexico. In 

2004, Stolt had revenues in excess of 

$30 million from saturation diving 

services in the United States Gulf of 

Mexico. 

10. On or about April 11, 2005, Cal 

Dive and Stolt entered into an Asset 

Purchase Agreement, pursuant to which 

Cal Dive agreed to purchase, and Stolt 

agreed to sell, certain assets for a 

purchase price of $125 million dollars. 

Pursuant to the Asset Purchase 

Agreement, Cal Dive would acquire, 

among other assets, all of the saturation 

diving systems, vessels and related 

equipment currently used by Stolt to 

provide saturation diving services in the 

United States Gulf of Mexico. 

III. Trade and Commerce 

A. Background 

11. Much of the world’s oil and gas 

reserves are located in offshore areas, 

including in the United States Gulf of 

Mexico. Marine contractors design, 

engineer, fabricate, and install offshore 

drilling and production rigs, platforms 

and other structures, which are used to 

extract crude oil and natural gas from 

commercially significant subsea 

reservoirs. Marine contractors, using 

pipelay vessels, also install undersea 

pipelines that transport crude oil, 

natural gas, and other natural resources 

from production sites to other sites 

offshore and onshore. 

12. Human divers perform a wide 

variety of services for marine 

contractors as well as the owners and 

operators of offshore pipelines, 

platforms and other structures. Divers 

are used in subsea construction projects, 

for inspection, maintenance and repair 

services, and for recovery and salvage 

after structures are damaged by weather 

or accident. Divers can perform these 

services either by surface diving or 

saturation diving. 

13. Surface divers can perform diving 

services only in relatively shallow 

depths. Following each dive, surface 

divers must undertake time-consuming 

decompression procedures to allow 

their bodies to adjust to the lower 

pressure that exists at the surface. 

14. Saturation diving systems permit 

divers to work for prolonged periods 

and at much greater depths, without 

undergoing decompression after each 

dive. During saturation diving 

operations, divers live for as long as 

several weeks in airtight chambers 

aboard diving vessels. The pressure in 

those chambers is maintained at a level 

that is equivalent to the pressure at the 

subsea work site. Saturation diving 

systems are typically rated to depths of 

between 600 and 1,000 feet of sea water. 

A saturation diving system typically 

consists of one or more saturation 

chambers, one or more diving bells, and 

related safety, monitoring and life 

support systems and equipment. 

Saturation diving systems can be 

permanently installed on a vessel, or 

they can be portable, which allows them 

to be transported from one vessel to 

another. 

15. A vessel must maintain a fixed 

position while a saturation dive is in 

progress. This can be accomplished 

either by anchor-and-chain mooring 

systems or through dynamic 

positioning. Some saturation diving 

projects require dynamically-positioned 

vessels because of harsh weather, 

62332 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

environmental concerns, water depth, or 

pipeline congestion on the sea floor. 

B. Relevant Product Market 

16. The relevant product market 

affected by this transaction is 

‘‘saturation diving services,’’ the 

provision of human diving services 

utilizing saturation diving systems, 

diving support vessels and other assets. 

Providers and customers of saturation 

diving services analyze the specific 

characteristics of a saturation diving 

project to determine which resources, 

such as dynamically positioned vessels 

or saturation chambers of a particular 

size, are required or are most 

economical for completing the project. 

Saturation diving service providers 

often bid against one another for 

projects, and are relatively more 

constrained in the prices they can 

charge for a particular project by 

competitors who have comparably more 

suitable resources available for 

completing that project. 

17. For projects that utilize divers at 

substantial depths or for extended 

periods, surface diving is not a safe or 

cost-effective substitute for saturation 

diving services. Other underwater 

technologies, such as remotely operated 

vehicles or atmospheric diving suits, 

have significant practical, technical and 

cost limitations. It is thus unlikely that 

a sufficient number of customers would 

switch away from saturation diving 

services to make a small but significant 

nontransitory increase in the price of 

those services unprofitable. 

18. Saturation diving services is a 

relevant antitrust product market and a 

line of commerce within the meaning of 

Section 7 of the Clayton Act. 

C. Relevant Geographic Market 

19. Cal Dive and Stolt compete with 

each other for the provision of 

saturation diving services in the United 

States Gulf of Mexico. In the event of an 

increase in the price of saturation diving 

services in the United States Gulf of 

Mexico, it is unlikely that a sufficient 

number of other providers of saturation 

diving services operating outside of the 

United States Gulf of Mexico would bid 

their services in this market such that a 

price increase would be unprofitable. 

20. The United States Gulf of Mexico 

is a relevant geographic antitrust market 

and a section of the country within the 

meaning of Section 7 of the Clayton Act. 

IV. Anticompetitive Effects 

A. Market Concentration 

21. The relevant market is highly 

concentrated and would become 

significantly more concentrated as a 

result of the proposed transaction. An 

appropriate measure of concentration in 

the market for saturation diving services 

is capacity, calculated on the basis of 

the number of saturation diving systems 

used by each competitor in the relevant 

geographic market. Prior to the 

transaction, Cal Dive accounts for more 

than 30%, and Stolt for approximately 

20%, of all saturation diving systems 

competing in the United States Gulf of 

Mexico. 

22. The transaction would increase 

substantially the concentration in the 

market for saturation diving services in 

the United States Gulf of Mexico. The 

number of significant competitors in 

that market would be reduced from 

three to two. As measured by the 

Herfindahl-Hirschman Index (‘‘HHI’’), 

which is commonly employed in merger 

analysis and is defined and explained in 

Appendix A to this Complaint, the 

proposed transaction would increase the 

HHI by more than 1100, resulting in a 

post-merger HHI of approximately 3000. 

B. Loss of Competition 

23. The proposed transaction is likely 

to substantially reduce competition in 

the market for saturation diving services 

in the United States Gulf of Mexico. The 

transaction would combine the 

saturation diving assets of two of the 

largest providers of saturation diving 

services in the United States Gulf of 

Mexico, giving Cal Dive more than half 

of the capacity in the market. 

24. Customers for saturation diving 

services in the United States Gulf of 

Mexico have benefitted from 

competition between Cal Dive and Stolt. 

Cal Dive and Stolt each possess similar 

types of saturation diving systems and 

vessels that provide the two companies 

the ability to effectively bid against each 

other for a wide variety of saturation 

diving jobs, including those that call for 

either dynamically positioned vessels or 

vessels with anchor-and-chain mooring 

systems. Many customers consider Cal 

Dive and Stolt to be the most attractive 

competitors in the market for saturation 

diving services in the United States Gulf 

of Mexico because of their size, vessels, 

experience, and reputation for safety. 

The two companies often directly 

compete against one another for 

particular projects, bidding similar 

combinations of resources. This direct 

and close competition has resulted in 

lower prices and higher quality in 

saturation diving services than would 

otherwise have existed. 

25. If Cal Dive’s proposed acquisition 

of Stolt’s saturation diving assets is 

consummated, the competition between 

Cal Dive and Stolt will be eliminated, 

and the market for saturation diving 

services in the United States Gulf of 

Mexico will become substantially more 

concentrated. This loss of competition 

increases the likelihood of unilateral 

action by Cal Dive to increase prices and 

diminish the quality or quantity of 

services or of coordinated action by the 

remaining players in the market to 

achieve the same ends. 

C. Entry and Expansion 

26. Entry by a new saturation diving 

services provider or expansion by an 

existing fringe competitor would be 

difficult, time consuming and 

expensive. It would require obtaining 

saturation diving systems, suitable 

vessels and related equipment and the 

divers and other personnel necessary to 

provide saturation diving services. It 

also would require establishing the 

operational experience and reputation 

for safety demanded by customers in the 

market. Redeployment of saturation 

diving assets from outside the United 

States Gulf of Mexico is unlikely to 

constrain a price increase in the relevant 

market. Therefore, new entry or 

expansion would not be timely, likely or 

sufficient to thwart the competitive 

harm of the acquisition. 

V. Violations Alleged 

27. The effect of Cal Dive’s proposed 

acquisition of the saturation diving 

support assets of Stolt, if it were 

consummated, may be substantially to 

lessen competition in the provision of 

saturation diving services in interstate 

trade and commerce in the United 

States Gulf of Mexico, in violation of 

Section 7 of the Clayton Act, 15 U.S.C. 

18. Unless restrained, the transaction 

will likely have the following effects, 

among other: 

a. Actual and potential competition 

between Cal Dive and Stolt in the 

provision of saturation diving services 

would be eliminated; 

b. Competition generally in the 

provision of saturation diving services 

would be eliminated or substantially 

lessened; 

c. Prices of saturation diving services 

would increase; and 

d. Quality and service levels in the 

provision of saturation diving services 

would decrease. 

Request for Relief 

The United States requests that: 

1. the proposed transaction be 

adjudged to violate Section 7 of the 

Clayton Act; 

2. the defendants be permanently 

enjoined from carrying out the Asset 

Purchase Agreement dated April 11, 

2005, or from entering into or carrying 

out any agreement, understanding, or 

Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 62333 

plan, the effect of which would be to 

allow Cal Dive to merge with or acquire 

any of the saturation diving equipment, 

saturation diving vessels, or other 

saturation diving assets of Stolt; 

3. the United States be awarded costs 

of this action; 

4. the United States have such other 

relief as the Court may deem just and 

proper. 

Dated: October 18, 2005. 

Respectfully submitted, 

For Plaintiff United States 

Thomas O. Barnett, 

Acting Assistant Attorney General. 

J. Bruce McDonald, 

Deputy Assistant Attorney General. 

Dorothy B. Fountain, 

Deputy Director of Operations. 

Donna N. Kooperstein, 

Chief, Transportation, Energy, and 

Agriculture Section. 

William H. Stallings, 

Assistant Chief, Transportation, Energy, and 

Agriculture Section. 

Jennifer L. Cihon (OH Bar #0068404), 

Angela L. Hughes (DC Bar #303420), 

John M. Snyder (DC Bar #456921), 

Bethany K. Hipp (GA Bar #141678), 

Trial Attorneys, U.S. Department of Justice, 

Antitrust Division, 325 7th St., NW., Suite 

500, Washington, DC 20530, Telephone: 

202/307–3278. 

Appendix A—Definition of ‘‘HHI’’

The term ‘‘HHI’’ means the HerfindahlHirschman Index, a commonly accepted 

measure of market concentration. The HHI is 

calculated by squaring the market share of 

each firm competing in the market and then 

summing the resulting numbers. For 

example, for a market consisting of four firms 

with shares of 30, 30, 20, and 20 percent, the 

HHI is 2,600 (302 + 302 + 202 + 202 = 2,600). 

The HHI takes into account the relative size 

and distribution of the firms in a market. It 

approaches zero when a market is occupied 

by a large number of firms of relatively equal 

size and reaches its maximum of 10,000 

when a market is controlled by a single firm. 

The HHI increases both as the number of 

firms in the market decreases and as the 

disparity in size between those firms 

increases. 

Markets in which the HHI is between 1000 

and 1800 are considered to be moderately 

concentrated, and markets in which the HHI 

is in excess of 1800 points are considered to 

be highly concentrated. Transactions that 

increase the HHI by more than 100 points in 

highly concentrated markets presumptively 

raise significant antitrust concerns under the 

Department of Justice and Federal Trade 

Commission 1992 Horizontal Merger 

Guidelines. 

Certificate of Service 

I hereby certify that on October 18, 

2005, I caused a copy of the foregoing 

Complaint, proposed Final Judgment, 

Hold Separate Stipulation and Order 

and Plaintiff United States’ Explanation 

of Consent Decree Procedures to be 

served on counsel for defendants in this 

matter in the manner set forth below: 

By electronic mail and hand delivery: 

Counsel for Defendant Cal Dive 

International, Inc., Daniel L. 

Wellington (DC Bar #273839), Neely 

B. Agin (DC Bar #456005), Fulbright 

& Jaworski LLP, 801 Pennsylvania 

Avenue, NW., Washington, DC 

20004–2623, Tel: (202) 662–4574, 

Fax: (202) 662–4643. 

Counsel for Defendants Stolt Offshore 

S.A., Stolt Offshore, Inc., and S&H 

Diving LLC, Paul C. Cuomo (DC Bar 

#457793), Sean F. Boland (DC Bar 

&249318), Howrey LLP, 1299 

Pennsylvania Avenue, NW., 

Washington, DC 20004–2402, Tel: 

(202) 783–0800, Fax: (202) 383–6610. 

Jennifer L. Cihon (OH Bar #0068404), 

Department of Justice, Antitrust Division, 325 

Seventh Street, NW., Suite 500, 

Washington, DC 20530, (202) 307–3278, 

(202) 616–2441 (Fax). 

The United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Cal Dive International, Inc., Stolt 

Offshore S.A., Stolt Offshore, Inc., and 

S&H Diving, LLC, Defendants 

Case No. Judge Deck Type: Antitrust 

Filed: 

Proposed Final Judgment 

Whereas, plaintiff, United States of 

America, filed its Complaint on October 

18, 2005, plaintiff and defendants, by 

their respective attorneys, have 

consented to the entry of this Final 

Judgment 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; 

And whereas, the defendants have 

stipulated solely for purposes of this 

action that the Court has personal 

jurisdiction over the defendants; 

And whereas, the defendants agree to 

be bound by the provisions of this Final 

Judgment pending its approval by the 

Court; 

And whereas, the essence of this Final 

Judgment is the prompt and certain 

divestiture of a saturation diving system 

and diving support vessels by defendant 

Cal Dive to assure that competition is 

not substantially lessened; 

And Whereas, the United States 

requires defendant Cal Dive to make 

certain divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

And Whereas, the defendants have 

represented to the United States that the 

divestiture required below can and will 

be made and that the defendants will 

later raise no claim of hardship or 

difficulty as grounds for asking the 

Court to modify any of the divestiture 

provisions contained below; 

Now therefore, before any testimony 

is taken, without trail or adjudication of 

any issue of fact or law, and upon 

consent of the parties, it is ordered, 

adjudged and decreed: 

I. Jurisdiction 

This court has jurisdiction over the 

subject matter of and each of the parties 

to this action. The Complaint states a 

claim upon which relief may be granted 

against the defendants under section 7 

of the Clayton Act, as amended, 15 

U.S.C. 18. 

II. Definitions 

As used in this Final Judgment: 

A. ‘‘Acquirer’’ or ‘‘Acquirers’’ means 

the entity or entities to whom defendant 

Cal Dive divests the Saturation Diving 

Assets. 

B. ‘‘Cal Dive’’ means Cal Dive 

International, Inc., a corporation 

organized and existing under the laws of 

the state of Minnesota with its 

headquarters in Houston, Texas, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships, joint ventures, 

and their directors, officers, managers, 

agents, and employees. 

C. ‘‘Person’’ means any natural 

person, corporation, association, firm, 

partnership, or other business or legal 

entity. 

D. ‘‘Saturation Diving Assets’’ means 

the vessel designated as the Seaway 

Defender, the vessel designated as the 

Midnight Carrier, and the saturation 

diving system designated as the Torch 

Saturation Diving System. 

E. ‘‘Stolt’’ means Stolt Offshore S.A., 

a Luxembourg registered company, its 

United States subsidiary, Stolt Offshore, 

Inc., a corporation organized and 

existing under the laws of the state of 

Louisiana, with headquarters in 

Houston, Texas, and S&H Diving LLC, a 

Louisiana limited liability company 

with offices in Houston, Texas. 

F. ‘‘Torch Saturation Diving System’’

means the portable saturation diving 

system that Cal Dive purchased from 

Torch Offshore, Inc. that has six major 

components: a four-man single lock 

saturation chamber, a transfer lock 

(TUP), a two-man diving bell, a main 

umbilical, a control van, and a supply 

van. 

III. Applicability 

This Final Judgment applies to the 

defendants, Cal Dive and Stolt, and all 

62334 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

other persons in active concert or 

participation with any of them who 

receive actual notice of this Final 

Judgment by personal service or 

otherwise. 

IV. Divestiture 

A. Defendant Cal Dive is hereby 

ordered and directed (1) to divest the 

Torch Saturation Diving System and the 

vessel designated as the Midnight 

Carrier within sixty (60) calendar days 

after the date of filing of the Complaint 

in this matter, or within five (5) days 

after notice of the entry of this Final 

Judgment by the Court, whichever is 

later; and (2) to divest the vessel 

designated as the Seaway Defender 

within ninety (90) calendar days after 

the date of the filing of the Complaint 

in this matter, or within five (5) days 

after notice of the entry of this Final 

Judgment by the Court, whichever is 

later. The divestitures must be made in 

a manner consistent with this Final 

Judgment to an Acquirer or Acquirers 

acceptable to the United States in its 

sole discretion. The United States, in its 

sole discretion, may agree to extend 

each time period up to thirty (30) 

calendar days, and shall notify the Court 

in such circumstances. Defendant Cal 

Dive agrees to use its best efforts to 

divest the Saturation Diving Assets as 

expeditiously as possible. 

B. In accomplishing the divestiture 

ordered by this Final Judgment, 

defendant Cal Dive promptly shall make 

known, by usual and customary means, 

the availability of the Saturation Diving 

Assets. Defendant Cal Dive shall inform 

any person making inquiry regarding a 

possible purchase of the Saturation 

Diving Assets that they are being 

divested pursuant to this Final 

Judgment and provide that person with 

a copy of this Final Judgment. The 

defendants shall offer to furnish to each 

prospective Acquirer, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Saturation Diving Assets 

customarily provided in a due diligence 

process except such information or 

documents subject to the attorney-client 

or work-product privileges. The 

defendants shall make available such 

information and documents to the 

United States at the same time that such 

information and documents are made 

available to any other person. 

C. The defendants shall provide to 

each Acquirer of some or all of the 

Saturation Diving Assets, and to the 

United States, the name and current 

contact information (if known) for each 

individual who is currently, or who, to 

the best of the defendants’ knowledge, 

has been involved at any time since 

June 1, 2004, whether onshore or 

offshore, in the operation of the specific 

Saturation Diving Assets to be acquired 

by the Acquirer or in the provision of 

diving services by or with any of the 

specific Saturation Diving Assets to be 

acquired by the Acquirer, including 

divers, diving tenders, and diving 

supervisors or superintendents. The 

defendants shall not impede or interfere 

with any negotiations by the Acquirer or 

Acquirers to employ any person who 

has worked with, or whose principal 

responsibilities have concerned, any of 

the Saturation Diving Assets. 

D. Consistent with customary due 

diligence processes and subject to 

customary confidentiality assurances, 

the defendants shall permit each 

prospective Acquirer of some or all 

Saturation Diving Assets to have 

reasonable access to personnel and to 

make inspection of the Saturation 

Diving Assets; access to any and all 

environmental and other permit 

documents and information; and access 

to any and all financial, operational, or 

other documents and information. 

E. Defendant Cal Dive also agrees to 

divest the Saturation Diving Assets in a 

condition and state of repair equal to 

their condition and state of repair as of 

the date Cal Dive acquires them, 

ordinary wear and tear excepted. 

F. The defendants will not undertake, 

directly or indirectly, any challenges to 

any permits or certification relating to 

the operation of the Saturation Diving 

Assets, or otherwise take any action to 

impede the divestiture or operation of 

the Saturation Diving Assets. 

G. The divestiture of the Saturation 

Diving Assets shall be accomplished in 

such a way as to satisfy the United 

States, in its sole discretion, that the 

Saturation Diving Assets will be 

operational or made operational by the 

Acquirer or Acquirers, will be used by 

the Acquirer or Acquirers as part of a 

viable, ongoing business engaged in the 

provision of saturation diving services 

in the United States Gulf of Mexico, and 

will remedy the competitive harm 

alleged in the Complaint. The 

divestiture, whether pursuant to Section 

IV or Section V of this Final Judgment: 

1. Shall be made to an Acquirer or 

Acquirers that, in the United States’s 

sole judgment, has the intent and 

capability (including the necessary 

operational, technical, and financial 

capability) to compete effectively in the 

saturation diving business in the United 

States Gulf of Mexico; and 

2. Shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between the Acquirer or 

Acquirers and defendant Cal Dive gives 

the defendants the ability unreasonably 

to raise the Acquirer’s or Acquirers’

costs, to lower the Acquirer’s or 

Acquirers’ efficiency, or otherwise to 

interfere in the ability of the Acquirer or 

Acquirers to compete effectively. 

V. Appointment of Trustee 

A. If defendant Cal Dive has not 

divested the Saturation Diving Assets 

within the time period specified in 

Section IV(A), defendant Cal Dive shall 

notify the United States of that fact in 

writing. Upon application of the United 

States, in its sole discretion, the Court 

shall appoint a trustee selected by the 

United States and approved by the 

Court to effect the divestiture of the 

Saturation Diving Assets. 

B. After the appointment of a trustee 

becomes effective, only the trustee shall 

have the right to sell the Saturation 

Diving Assets. The trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer or Acquirers 

acceptable to the United States, in its 

sole discretion, at such price and on 

such terms as are then obtainable upon 

reasonable effort by the trustee, subject 

to the provisions of Sections IV, V and 

VI of the Final Judgment, and shall have 

such other powers as this Court deems 

appropriate. Subject to Section V(D) of 

this Final Judgment, the trustee may 

hire at the cost and expense of 

defendant Cal Dive any investment 

bankers, attorneys, or other agents, who 

shall be solely accountable to the 

trustee, reasonable necessary in the 

trustee’s judgment to assist in the 

divestiture. 

C. The defendants shall not object to 

a sale of the Saturation Diving Assets by 

the trustee on any ground other than the 

trustee’s malfeasance. Any such 

objections by the defendants must be 

conveyed in writing to the United States 

and the trustee within 10 (10) calendar 

days after the trustee has provided the 

notice required under Section VI. 

D. The trustee shall serve at the cost 

and expense of defendant Cal Dive, on 

such terms and conditions as the United 

States approves, and shall account for 

all monies derived from the sale of the 

Saturation Diving Assets and for all 

costs and expenses so incurred. After 

approval by the Court of the trustee’s 

accounting, including fees for its 

services and those of any professionals 

and agents retained by the trustee, all 

remaining money shall be paid to the 

defendant Cal Dive and the trust shall 

then be terminated. The compensation 

of the trustee and any professionals and 

agents retained by the trustee shall be 

reasonable in light of the value of the 

Saturation Diving Assets and based on 

a fee arrangement providing the trustee 

Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 62335 

with an incentive based on the price 

and terms of the divestiture and the 

speed with which it is accomplished, 

but timeliness is paramount. 

E. The defendants shall use their best 

efforts to assist the trustee in 

accomplishing the required divestiture. 

The trustee and any consultants, 

accountants, attorneys, and other 

persons retained by the trustee shall 

have full and complete access to the 

Saturation Diving Assets and the 

personnel, books, and records of the 

Saturation Diving Assets, and defendant 

Cal Dive shall develop financial and 

other information relevant to the 

Saturation Diving Assets as the trustee 

may reasonably request, subject to 

reasonable protection for trade secret or 

other confidential research, 

development, or commercial 

information. The defendants shall take 

no action to interfere with or to impede 

the trustee’s accomplishment of the 

divestiture. 

F. After its appointment, the trustee 

shall file monthly reports with the 

United States and the Court setting forth 

the trustee’s efforts to accomplish the 

divestiture ordered under this Final 

Judgment. To the extent such reports 

contain information that the trustee 

deems confidential, such reports shall 

not be filed in the public docket of the 

Court. Such reports shall include the 

name, address, and telephone number of 

each person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, the Saturation Diving Assets 

and shall describe in detail each contact 

with any such person. The trustee shall 

maintain full records of all efforts made 

to divest the Saturation Diving Assets. 

G. If the trustee has not accomplished 

such divestiture within six (6) months 

after its appointment, the trustee shall 

promptly file with the Court a report 

setting forth (1) the trustee’s efforts to 

accomplish the required divestiture; (2) 

the reasons, in the trustee’s judgment, 

why the required divestiture has not 

been accomplished; and (3) the trustee’s 

recommendations. To the extent such 

reports contains information that the 

trustee deems confidential, such reports 

shall not be filed in the public docket 

of the Court. The trustee shall at the 

same time furnish such report to the 

United States who shall have the right 

to make additional recommendations 

consistent with the purpose of the trust. 

The Court thereafter shall enter such 

orders as it shall deem appropriate to 

carry out the purpose of the Final 

Judgment, which may, if necessary, 

include, without limitation, extending 

the trust and the term of the trustee’s 

appointment by a period requested by 

the United States. 

VI. Notice of Proposed Divestiture 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, defendant Cal 

Dive or the trustee, whichever is then 

responsible for effecting the divestiture 

required herein, shall notify the United 

States of any proposed divestiture 

required by Section IV or V of this Final 

Judgment. If the trustee is responsible, 

it shall similarly notify defendant Cal 

Dive. The notice shall set forth the 

details of the proposed divestiture and 

list the name, address, and telephone 

number of each person not previously 

identified who offered or expressed an 

interest in or desire to acquire the 

Saturation Diving Assets, together with 

full details of the same. 

B. Within fifteen (15) calendar days of 

receipt by the United States of such 

notice, the United States may request 

from the defendants, the proposed 

Acquirer or Acquirers, any other third 

party, or the trustee if applicable, 

additional information concerning the 

proposed divestiture, the proposed 

Acquirer or Acquirers and any other 

potential Acquirer or Acquirers. The 

defendants and the trustee shall furnish 

any additional information requested 

within fifteen (15) calendar days of the 

receipt of the request, unless the parties 

shall otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

the defendants, the proposed Acquirer 

or Acquirers, any third party, and the 

trustee, whichever is later, the United 

States shall provide written notice to 

defendant Cal Dive and the trustee, if 

there is one, stating whether or not it 

objects to the proposed divestiture. If 

the United States provides written 

notice that it does not object, the 

divestiture may be consummated, 

subject only to defendants’ limited right 

to object to the sale under Section V(C) 

of this Final Judgment. Absent written 

notice that the United States does not 

object to the proposed Acquirer or 

Acquirers or upon objection by the 

United States, a divestiture proposed 

under Section IV or Section V shall not 

be consummated. Upon objection by the 

defendants under Section V(C), a 

divestiture proposed under Section V 

shall not be consummated unless 

approved by the Court. 

VII. Financing 

The defendants shall not finance all 

or any part of any purchase made 

pursuant to Section IV or V of this Final 

Judgment. 

VIII. Hold Separate 

Until the divestiture required by this 

Final Judgment has been accomplished, 

the defendants shall take all steps 

necessary to comply with the Hold 

Separate Stipulation and Order entered 

by this Court. The defendants shall take 

no action that would jeopardize, delay, 

or impede the divestiture order by this 

Order. 

IX. Affidavits 

A. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, and every thirty (30) calendar 

days thereafter until the divestiture has 

been completed under Section IV or V, 

the defendants shall deliver to the 

United States an affidavit that describes 

the fact and manner of their compliance 

with Section IV or V of this Final 

Judgment. Each such affidavit shall 

include the name, address, and 

telephone number of each person who, 

during the preceding thirty (30) 

calendar days, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring any or all of the Saturation 

Diving Assets, and shall describe in 

detail each contact with any such 

person during that period. Each such 

affidavit shall also include a description 

of the efforts defendant Cal Dive has 

taken to solicit buyers for the Saturation 

Diving Assets, and to provide required 

information to any prospective Acquirer 

or Acquirers, including the limitations, 

if any, on such information. Assuming 

the information set forth in the affidavit 

is true and complete, any objection by 

the United States to information 

provided by the defendants, including 

limitations on the information, shall be 

made within fourteen (14) calendar days 

of receipt of such affidavit. 

B. Within twenty (20) calendar days 

of the filing of the Complaint in this 

matter, the defendants shall deliver to 

the United States an affidavit that 

describes in reasonable detail all actions 

the defendants have taken and all steps 

the defendants have implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. The 

defendants shall deliver to the United 

States an affidavit describing any 

changes to the efforts and actions 

outlined in the defendants’ earlier 

affidavits filed pursuant to this section 

62336 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

within fifteen (15) calendar days after 

the change is implemented. 

C. Defendant Cal Dive shall keep all 

records of all efforts made to preserve 

and to divest the Saturation Diving 

Assets until one year such divestiture 

has been completed. 

X. Compliance Inspections 

A. For purposes of determining or 

securing compliance with this Final 

Judgment, or of determining whether 

the Final Judgment should be modified 

or vacated, and subject to any legally 

recognized privilege, from time to time 

duly authorized representatives of the 

United States Department of Justice, 

including consultants and other persons 

retained by the United States, shall, 

upon written request of a duly 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, and on 

reasonable notice to the defendants, be 

permitted: 

1. Access during the defendants’

office hours to inspect and copy, or at 

the United States, option to require the 

defendants to provide copies of, all 

books, ledgers, accounts, records and 

documents in the possession, custody, 

or control of the defendants, relating to 

any matters contained in this Final 

Judgment; and 

2. To interview, either informally or 

on the record, the defendants’ officers, 

employees, or agents, who may have 

their individual counsel present, 

regarding such matters. The interviews 

shall be shall be subject to the 

reasonable convenience of the 

interviewee and without restraint or 

interference by the defendants. 

B. Upon the written request of a duly 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, the defendants 

shall submit written reports, or 

responses to written interrogatories, 

under oath if requested, relating to any 

of the matters contained in this Final 

Judgment as may be requested. 

C. No information or documents 

obtained by the means provided in this 

section shall be divulged by the United 

States to any person other than an 

authorized representative of the 

executive branch of the United States, 

except in the course of legal proceedings 

to which the United States is a party 

(including grand jury proceedings), or 

for the purpose of securing compliance 

with this Final Judgment, or as 

otherwise required by law. 

D. If at the time information or 

documents are furnished by the 

defendants to the United States, the 

defendants represent and identify in 

writing the material in any such 

information or documents to which a 

claim of protection may be asserted 

under Rule 26(c)(7) of the Federal Rules 

of Civil Procedure, and the defendants 

mark each pertinent page of such 

material, ‘‘Subject to claim of protection 

under Rule 26(c)(7) of the Federal Rules 

of Civil Procedure,’’ then the United 

States shall give the defendants ten (10) 

calendar days notice prior to divulging 

such material in any legal proceeding 

(other than a grand jury proceeding). 

XI. Notification 

Unless such transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a, for 

three years after entry of this Final 

Judgment, defendant Cal Dive, without 

providing advance notification to the 

Department of Justice, shall not directly 

or indirectly acquire any saturation 

chamber that, to the best of Cal Dive’s 

knowledge, has been operated in or 

located in the United States Gulf of 

Mexico at any time since October 1, 

2002, whether as part of a portable 

saturation diving system or as part of 

saturation diving system built into a 

vessel, or any interest, including any 

financial, security, loan, equity or 

management interest in, any company 

that owns or operates such a saturation 

chamber. Such notification shall be 

provided to the Department of Justice in 

the same format as, and per the 

instructions relating to, the Notification 

and Report Form set forth in the 

Appendix to Part 803 of Title 16 of the 

Code of Federal Regulations as 

amended. Notification shall be provided 

at least thirty (30) calendar days prior to 

the acquisition, and shall include, 

beyond what may be required by the 

applicable instructions, the names of the 

principal representatives of the parties 

to the agreement who negotiated the 

agreement, and any management or 

strategic plans discussing the proposed 

transaction. 

XII. No Reacquisition 

Defendant Cal Dive may not reacquire 

any of the Saturation Diving Assets 

during the term of this Final Judgment. 

XIII. Retention of Jurisdiction 

This Court retains jurisdiction to 

enable any party to this Final Judgment 

to apply to this Court at any time for 

further orders and directions as may be 

necessary or appropriate to carry out or 

construe this Final Judgment, to modify 

any of its provisions, to enforce 

compliance, and to punish violations of 

its provisions. 

XIV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XV. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest, and the parties have 

complied with the procedures of the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. 16. 

Dated: 

lllllllllllllllllllll

United States District Judge 

Certificate of Service 

I hereby certify that on October 18, 

2005, I caused a copy of the foregoing 

Complaint, proposed Final Judgment, 

Hold Separate Stipulation and Order 

and Plaintiff United States’ Explanation 

of Consent Decree Procedures to be 

served on counsel for defendants in this 

matter in the manner set forth below: 

By electronic mail and hand delivery: 

Counsel for Defendant Cal Dive 

International, Inc., Daniel L. 

Wellington (D.C. Bar #273839), Neely 

B. Agin (D.C. Bar #456005), Fullbright 

& Jaworski LLP, 801 Pennsylvania 

Avenue, NW., Washington, DC 

20004–2623, Tel: (202) 662–4574, 

Fax: (202) 662–4643. 

Counsel for Defendants Stolt Offshore 

S.A., Stolt Offshore, Inc. and S&H 

Diving LLC, Paul C. Cuomo (D.C. Bar 

#457793), Sean F. Boland (D.C. Bar 

#249318), Howrey LLP, 1299 

Pennsylvania Avenue, NW., 

Washington, DC 20004–2402, Tel: 

(202) 783–0800, Fax: (202) 383–6610. 

Jennifer L. Cihon (OH Bar #0068404) 

Department of Justice, Antitrust Division, 325 

Seventh Street, NW., Suite 500, 

Washington, DC 20530, (202) 307–3278, 

(202) 616–2441 (Fax). 

United States District Court for the 

District of Columbia 

United States of America, Plaintiff, v. 

Cal Dive International, Inc., Stolt 

Offshore S.A., Stolt Offshore, Inc., and 

S&H Diving, LLC, Defendants 

Civil Case No.: 1:05CV02041 

Judge: Emmet G. Sullivan 

Deck Type: Antitrust 

Date Stamp: October 20, 2005 

Competitive Impact Statement 

Plaintiff United States of America 

(‘‘United States’’), pursuant to section 

2(b) of the Antitrust Procedures and 

Penalties Act (‘‘APPA’’ or ‘‘Tunney 

Act’’), 15 U.S.C. 16(b)–(h), files this 

Competitive Impact Statement relating 

to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 62337 

I. Nature and Purpose of the Proceeding 

Defendant Cal Dive International, Inc. 

(‘‘Cal Dive’’) and defendants Stolt 

Offshore, Inc. and S&H Diving, LLC 

(collectively ‘‘Stolt’’) entered into an 

Asset Purchase Agreement dated April 

11, 2005, pursuant to which Cal Dive 

will acquire certain assets from Stolt, 

including a number of diving support 

vessels, saturation diving systems, and 

other assets used by Stolt to provide 

saturation diving services in the United 

States Gulf of Mexico. The United States 

filed a civil antitrust Complaint on 

October 18, 2005, seeking to enjoin the 

proposed acquisition. The Complaint 

alleges that the likely effect of this 

acquisition would be to reduce 

competition substantially for saturation 

diving services in the United States Gulf 

of Mexico in violation of section 7 of the 

Clayton Act, 15 U.S.C. 18. As a result, 

purchasers of these services likely 

would face higher prices and reduced 

service. 

At the same time the Complaint was 

filed, the United States also filed a Hold 

Separate Stipulation and Order and 

proposed Final Judgment, which are 

designed to eliminate the 

anticompetitive effects of the 

acquisition. Under the proposed Final 

Judgment, which is explained more 

fully below, Cal Dive is required to 

divest the vessel designated as the 

Seaway Defender, the vessel designated 

as the Midnight Carrier, and the 

saturation diving system designated as 

the Torch Saturation Diving System 

(collectively, the ‘‘Saturation Diving 

Assets’’). Under the terms of the Hold 

Separate Stipulation and Order and 

proposed Final Judgment, Cal Dive will 

take certain steps to ensure that, prior to 

such divestiture, the Saturation Diving 

Assets will remain independent of the 

rest of Cal Dive’s assets and will be 

maintained in the same condition and 

state of repair as of the date Cal Dive 

acquired them, and that competition is 

maintained during the pendency of the 

ordered divestiture. 

The United States and Defendants 

have stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Defendants and the Proposed 

Transaction 

Cal Dive is a corporation organized 

and existing under the laws of the state 

of Minnesota. Its corporate headquarters 

are located in Houston, Texas, and its 

primary subsea and marine services 

operations are based in Morgan City, 

Louisiana. Cal Dive provides a full range 

of marine contracting services, which 

includes marine construction, robotic 

services, manned diving, and 

decommissioning services, in both 

shallow and deep water. Cal Dive 

employs more than 300 full-time 

supervisors, divers, tenders and support 

staff, making it the largest provider of 

diving services in the United States Gulf 

of Mexico. Cal Dive’s total revenues in 

2004 exceeded $540 million, including 

more than $45 million for saturation 

diving services in the United States Gulf 

of Mexico. 

Stolt Offshore, Inc., with headquarters 

in Houston, Texas, is a corporation 

organized and existing under the laws of 

the state of Louisiana. S&H Diving, LLC, 

is a Louisiana limited liability company, 

with offices in Houston, Texas. Stolt 

Offshore S.A., the ultimate parent of 

both Stolt Offshore, Inc. and S&H 

Diving, LLC, is a major international 

marine contractor registered in 

Luxembourg, with 2004 revenues in 

excess $1.2 billion worldwide. In the 

United States Gulf of Mexico, Stolt 

offers construction and installation 

engineering services for conventional 

pipelines; subsea tiebacks; heavy lift 

salvage; and subsea inspection, 

maintenance and repair services. Stolt is 

one of the largest providers of saturation 

diving services in the United States Gulf 

of Mexico. In 2004, Stolt had revenues 

in excess of $30 million from saturation 

diving services in the United States Gulf 

of Mexico. 

Pursuant to the April 11, 2005 Asset 

Purchase Agreement, Cal Dive will 

acquire, among other assets, all of the 

saturation diving systems, diving 

support vessels and related equipment 

currently used by Stolt to provide 

saturation diving services in the United 

States Gulf of Mexico. The total 

purchase price is approximately $125 

million. 

The proposed transaction, as initially 

agreed to by Defendants, would reduce 

competition substantially for saturation 

diving services in the United States Gulf 

of Mexico. This acquisition is the 

subject of the Complaint and proposed 

Final Judgment filed by the United 

States on October 18, 2005. 

B. The Saturation Diving Services 

Industry 

Much of the worlds’s oil and gas 

reserves are located in offshore areas, 

including in the United States Gulf of 

Mexico. Marine contractors design, 

engineer, fabricate, and install offshore 

drilling and production rigs, platforms, 

and other structures, which are used to 

extract crude oil and natural gas from 

commercially significant subsea 

reservoirs. Marine contractors, using 

pipelay vessels, also install undersea 

pipelines that transport crude oil, 

natural gas and other natural resources 

from the production sites offshore and 

onshore. 

Human divers perform a wide variety 

of services for marine contractors and 

owners and operators of offshore 

pipelines, platforms and other 

structures. Divers are used for subsea 

construction projects, for subsea 

inspection, maintenance and repair 

services, and for recovery and salvage 

after structures are damaged by weather 

or accident. Divers can perform these 

services either by surface diving or 

saturation diving. 

Surface divers can perform diving 

services only in relatively shallow 

depths, generally not deeper than 150 

feet of sea water. Surface divers must go 

through a time-consuming 

decompression process following each 

diver to allow their bodies to adjust to 

the lower pressure that exists at the 

surface. 

Saturation divers can work for 

prolonged periods and at much greater 

depths, without undergoing 

decompression after each dive. During 

saturation diving operations, divers live 

for as long as several weeks in airtight 

chambers aboard diving vessels. The 

pressure in those chambers is 

maintained at a level that is equivalent 

to the pressure at the subsea work site. 

The divers travel from the saturation 

chamber to the subsea work site in 

similarly pressurized closed capsules 

called bells that allow the divers to 

remain at constant pressure during their 

descent to the sea floor. 

Saturation diving systems are 

typically rated to allow divers to work 

at depths between 600 and 1,000 feet of 

sea water. A saturation diving system 

typically consists of one or more 

saturation chambers, one or more diving 

bells, and related safety, monitoring and 

life support systems and equipment. 

Saturation diving systems can be 

permanently installed on a vessel, or 

they can be portable, in which case they 

can be transported from one vessel to 

another. 

62338 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

A vessel must maintain a fixed 

position during a saturation dive. This 

can be accomplished either by anchorand-chain mooring systems, which 

require surveyors to determine the 

appropriate anchor placement, or 

through dynamic positioning systems, 

which position vessels using satellite 

technology. Generally, vessels 

positioned by anchor and chain mooring 

systems operate in shallower waters. 

Vessels with dynamic positioning 

systems are more often used in deeper 

water, in areas with many pipelines on 

the sea floor and in hazardous weather 

conditions. Some saturation diving 

projects require a dynamically 

positioned vessel. Other projects can be 

executed using either mode of 

positioning. 

C. The Competitive Effects of the 

Transaction on Saturation Diving 

Services in the United States Gulf of 

Mexico 

Cal Dive’s proposed acquisition of the 

Saturation Diving Assets will 

substantially reduce competition for 

saturation diving services in the United 

States Gulf of Mexico. Saturation diving 

services are the provision of human 

diving services utilizing saturation 

diving systems. Providers and 

customers of saturation diving services 

analyze the specific characteristics of a 

saturation diving project to determine 

which resources, such as dynamically 

positioned vessels or saturation 

chambers of a particular size, are 

required or are most economical for 

completing the project. Saturation 

diving service providers often bid 

against one another for projects, and are 

relatively more constrained in the prices 

they can charge for a particular project 

by competitors who have comparably 

more suitable resources available for 

completing that project. 

Surface diving is not a safe or costeffective substitute for saturation diving 

services for projects that utilize divers at 

substantial depths or for extended 

periods. Other underwater technologies, 

such as remotely operated vehicles or 

atmospheric diving suites, have 

significant practical, technical and cost 

limitation that prevent them from being 

viable alternatives to saturation diving. 

Cal Dive and Stolt compete with one 

another for the provision of saturation 

diving services in the United States Gulf 

of Mexico. In the event of an increase 

in the price of saturation diving services 

in the United States Gulf of Mexico, it 

is unlikely that a sufficient number of 

other providers of saturation diving 

services operating outside the United 

States Gulf of Mexico would bid their 

services inside the United States Gulf 

such that a price increase would be 

unprofitable. Therefore the relevant 

geographic market where the transaction 

will substantially reduce competition 

for saturation diving services is the 

United States Gulf of Mexico. 

Cal Dive and Stolt are the two of the 

largest providers of saturation diving 

services in the United States Gulf of 

Mexico. Their combined market share in 

that market, measured on the basis of 

the number of saturation diving systems 

used in the United States Gulf of 

Mexico, is approximately 50 percent. 

Customers of saturation diving 

services in the United States Gulf of 

Mexico have benefitted from 

competition between Cal Dive and Stolt. 

Cal Dive and Stolt each possess similar 

types of saturation diving systems and 

vessels that provide the two companies 

the ability to effectively bid against one 

another for a wide variety of saturation 

diving jobs, including those that call for 

dynamically positioned vessels and 

those that call for vessels equipped with 

anchor-and-chain mooring systems. 

Many customers consider Cal Dive and 

Stolt to be the two most attractive 

competitors for saturation diving 

services in the United States Gulf of 

Mexico because of their size, vessels, 

experience, and reputation for safety. 

The two companies often directly 

compete against one another for 

particular projects, bidding similar 

combinations of resources. This direct 

and close competition has resulted in 

lower prices and higher quality in 

saturation diving service than would 

otherwise have existed. 

The transaction would increase 

substantially concentration in the 

market for saturation diving services in 

the United States Gulf of Mexico. As 

measured by the Herfindahl-Hirschman 

Index (‘‘HHI’’), which is commonly 

employed in merger analysis and is 

defeated and explained in the Appendix 

A to the Complaint, the proposed 

transaction would increase the HHI 

relating to the number of saturation 

diving systems by more than 1100, 

resulting in a post merger HHI of 

approximately 3000. 

By eliminating competition between 

Cal Dive and Stolt, the transaction 

would reduce the number of significant 

competitors in the market for saturation 

diving services in the United States Gulf 

of Mexico from three to two. This loss 

of competition increases the likelihood 

of unilateral action by Cal Dive to 

increase prices and diminish the quality 

or quantity of services, or of coordinated 

action by the remaining players in the 

market to achieve the same ends. 

Entry by a new saturation diving 

services provider or expansion by an 

existing fringe competitor would be 

difficult, time consuming and 

expensive. It would require obtaining 

saturation diving systems, suitable 

vessels and related equipment, as well 

as the divers and other personnel 

necessary to provide saturation diving 

services. It also would require 

establishing the operational experience 

and reputation for safety demanded by 

customers in the market. Redeployment 

of saturation diving assets from outside 

the United States Gulf of Mexico is 

unlikely to constrain a price increase in 

the relevant market. Therefore, new 

entry or expansion would not timely, 

likely, or sufficient thwart the 

competitive harm of the proposed 

acquisition. 

For these reasons, the United States 

concluded that Cal Dive’s proposed 

acquisition of the Saturation Diving 

Assets will likely substantially lessen 

competition, in violation of Section 7 of 

the Clayton Act, in the provision of 

saturation diving services in the United 

States Gulf of Mexico. 

III. Explanation of the Proposed Final 

Judgment 

A. Divestiture 

The divestiture requirements of the 

proposed Final Judgment will maintain 

competition for saturation diving 

services in the United States Gulf of 

Mexico by allowing independent 

competitors to acquire the Saturation 

Diving Assets. The proposed Final 

Judgment requires Cal Dive to divest the 

portable saturation diving system 

designated the Torch Saturation Diving 

System and the vessel designated as the 

Midnight Carrier, an anchor-and-chain 

mooring vessel capable of 

accommodating a portable saturation 

diving system, within sixty (60) 

calendar days after the filing of the 

Complaint in this matter, or within five 

(5) days after notice of the entry of this 

Final Judgment by the Court, whichever 

is later, and to divest the vessel 

designated as the Seaway Defender, a 

dynamically positioned vessel with a 

built-in saturation diving system, within 

ninety (90) days after the Complaint in 

this matter, or within five (5) days after 

notice of the entry of this Final 

Judgment by the Court, whichever is 

later. The United States may extend 

each time period available to Cal Dive 

to complete the divestiture up to an 

additional thirty (30) days. 

The Saturation Diving Assets must be 

divested in such a way as to satisfy the 

United States, in its sole discretion, that 

the Saturation Diving Assets will be 

operational or made operational by the 

acquirer or acquirers and will be used 

Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 62339 

by the acquirer or acquirers as part of a 

viable, ongoing business engaged in the 

provision of saturation diving services 

in the United States Gulf of Mexico. Cal 

Dive must take all reasonable steps 

necessary to accomplish the divestiture 

quickly and shall cooperate with 

prospective purchasers. The Defendants 

must also provide acquirers information 

relating to personnel that are or have 

been involved, at any time since June 1, 

2004, in the operation of, or provision 

of diving services by, the Saturation 

Diving Assets, including divers, diving 

tenders, and diving supervisors or 

superintendents. The Defendants further 

must refrain from interfering with any 

negotiations by the acquirer or acquirers 

to employ any of the personnel that are 

or have been involved in the operation 

of, or provision of diving services by, 

any of the Saturation Diving Assets. 

The proposed Final Judgment also 

requires Cal Dive, for a period of three 

years after the entry of the Final 

Judgment, to provide advance notice to 

the Department of Justice before 

acquiring any saturation chamber that 

has been operated in or located in the 

United States Gulf of Mexico at any time 

since October 1, 2002, whether as a part 

of a portable saturation diving system or 

as part of a saturation diving system 

built into a vessel, or any interest in any 

company that owns or operates such a 

saturation chamber. Further, the 

proposed Final Judgment restricts Cal 

Dive from reacquiring any of the 

Saturation Diving Assets during the 

term of the proposed Final Judgment. 

B. Use of a Divestiture Trustee 

In the event that Cal Dive does not 

accomplish the divestiture within the 

periods prescribed in the proposed 

Final Judgment, the proposed Final 

Judgment provides that the Court will 

appoint a trustee selected by the United 

States to effect the divestiture. If a 

trustee is appointed, the proposed Final 

Judgment provides that Cal Dive will 

pay all the costs and expenses of the 

trustee. The trustee’s commission will 

be structured so as to provide an 

incentive for the trustee based on the 

price obtained and the speed with 

which the divestiture is accomplished. 

After his or her appointment becomes 

effective, the trustee will file monthly 

reports with the Court and the United 

States setting forth his or her efforts to 

accomplish the divestiture. At the end 

of six months, if the divestiture has not 

been accomplished, the trustee and the 

United States will make 

recommendations to the Court, which 

shall enter such orders as appropriate to 

carry out the purpose of the trust, 

including extending the trust or the 

term of the trustee’s appointment. 

The divestiture provisions of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

proposed acquisition. The divestitures 

of the Saturation Diving Assets will 

preserve competition in the market for 

saturation diving services by 

maintaining an independent and 

economically viable competitor in the 

United States Gulf of Mexico. 

IV. Remedies Available to Potential 

Private Litigants 

Section 4 of the Clayton Act, 15 U.S.C 

15, provides that any person who has 

been injured as a result of conduct 

prohibited by the antitrust laws may 

bring suit in federal court to recover 

three times the damages the person has 

suffered, as well as cost and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of section 5(a) of the Clayton 

Act, 15 U.S.C. § 16(a), the proposed 

Final Judgment has no prima facie effect 

in any subsequent private lawsuit that 

may be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The United States and Defendants 

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 sixty (60) days preceding the 

effective date of the proposed Final 

Judgment within which any persons 

may submit to the United States written 

comments regarding the proposed Final 

Judgment. Any person who wishes to 

comment should do so within sixty (60) 

days of the date of publication of this 

Competitive Impact Statement in the 

Federal Register. All comments 

received during this period will be 

considered by the Department of Justice, 

which remains free to withdraw its 

consent to the proposed Final Judgment 

at any time prior to the Court’s entry of 

judgment. The comments and the 

response of the United States will be 

filed with the Court and published in 

the Federal Register. 

Written comments should be 

submitted to: Donna N. Kooperstein, 

Chief, Transportation, Energy & 

Agriculture Section, Antitrust Division, 

United States Department of Justice, 325 

Seventh Street, NW., Suite 500, 

Washington, DC 20530. 

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 Defendants. The United States 

could have continued the litigation and 

sought preliminary and permanent 

injunctions against Cal Dive’s 

acquisition of certain Stolt assets. The 

United States is satisfied, however, that 

the divestiture of assets described in the 

proposed Final Judgment will preserve 

competition in the market for saturation 

diving services in the United States 

Guld of Mexico. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The APPA requires that proposed 

consent judgments in antitrust cases 

brought by the United States be subject 

to a sixty (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(c)(1). In making that 

determination, the Court shall 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(c)(1)(A) & (B). As the 

United States Court of Appeals for the 

District of Columbia Circuit has held, 

the APPA permits a court to consider, 

among other things, the relationship 

between the remedy secured and the 

specific allegations set forth in the 

government’s complaint, whether the 

decree is sufficiently clear, whether 

enforcement mechanisms are sufficient, 

and whether the decree may positively 

harm third parties. See United States v. 

62340 Federal Register / Vol. 70, No. 209 / Monday, October 31, 2005 / Notices 

1See United States v. Gillette Co., 406 F. Supp. 

713, 716 (D. Mass. 1975)(recognizing it was not the 

court’s duty to settle; rather, the court must only 

answer ‘‘whether the settlement achieved [was] 

within the reaches of the public interest’’). A 

‘‘public interest’’ determination can be made 

properly on the basis of the Competitive Impact 

Statement and Response to Comments filed by the 

Department of Justice pursuant to the APPA. 

Although the APPA authorizes the use of additional 

procedures, 15 U.S.C. 16(f), those procedures are 

discretionary. A court need not invoke any of them 

unless it believes that the comments have raised 

significant issues and that further proceedings 

would aid the court in resolving those issues. See 

H.R. Rep. No. 93–1463, 93rd Cong., 2d Sess. 8–9 

(1974), reprinted in 1974 U.S.C.C.A.N. 6535, 6538–

39. 

2Cf. BNS, 858 F.2d at 464 (holding that the 

court’s ‘‘ultimate authority under the [APPA] is 

limited to approving or disapproving the consent 

decree’’); Gillette, 406 F. Supp. at 716 (noting that, 

in this way, the court is constrained to ‘‘look at the 

overall picture not hypercritically, nor with a 

microscope, but with an artist’s reducing glass’’); 

see generally Microsoft, 56 F.3d at 1461 (discussing 

whether ‘‘the remedies [obtained in the decree are] 

so inconsonant with the allegations charged as to 

fall outside of the ‘reaches of the public interest’ ’’). 

Microsoft Corp., 56 F.3d 144B, 1458–62 

(D.C. Cir. 1995). 

‘‘Nothing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

itnervene.’’ 15 U.S.C. 16(e)(2). Thus, in 

conducting this inquiry, ‘‘[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 Senator Tunney).1

Rather. 

[a]bsent a showing of corrupt failure of the 

government to discharge its duty, the Court, 

in making its public interest finding, should 

* * * carefully consider the explanations of 

the government in the competitive impact 

statement and its responss to comments in 

order to determine whether those 

explanations are reasonable under the 

circumstances. 

United States v. Mid-America 

Dairymen, Inc., 1977–1 Trade Cas. 

(CCH) ¶ 61,508, at 71,980 (W.D. Mo. 

1977). 

Accordingly, with respect to the 

adequacy of the relief secured by the 

decree, a court may not ‘‘engage in an 

unrestricted evaluation of what relief 

would best serve the public.’’ United 

States v. BNS, Inc., 858 F.2d 456, 462 

(9th Cir. 1988) (citing United States v. 

Bechtel Corp., 648 F.2d 660, 666 (9th 

Cir. 1981)); see also Microsoft, 56 F.3d 

at 1460–62. Courts have held that: 

[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. The court’s role in 

protecting the public interest is one of 

insuring that the government has not 

breached its duty to the public in consenting 

to the decree. The court is required to 

determine not whether a particular decree is 

the one that will best serve society, but 

whether the settlement is ‘‘within the reaches 

of the public interest.’’ More elaborate 

requirements might undermine the 

effectivness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).2

The proposed Final Judgment, 

therefore, should not be reviewed under 

a standard of whether it is certain to 

eliminate every anticompetitive effect of 

a particular practice or whether it 

mandates certainty of free competition 

in the future. Court approval of a final 

judgment requires a standard more 

flexible and less strict than the standard 

required for a finding of liability. ‘‘[A] 

proposed decree must be approved even 

if it falls short of the remedy the court 

would impose on its own, as long as it 

falls within the range of acceptability or 

is ‘within the reaches of public 

interests.’ ’’ United States v. AT&T Corp. 

552 F. Supp 131, (D.D.C. 1982) (citation 

omitted) (quoting Gillette, 406 F. Supp. 

at 716), aff’d sub nom. Maryland v. 

United States, 460 U.S. 1001 (1983); see 

also United States v. Alcan Aluminum 

Ltd., 605 F.Supp. 619, 622 (W.D. Ky. 

1985) (approving the consent decree 

even through the court would have 

imposed a greater remedy). 

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. 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 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. Id. at 1459–60. 

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. 

Dated: October 20, 2005. 

Respectfully submitted, 

Jennifer L. Cihon (OH Bar #0068404) 

Angela L. Hughes (DC Bar #303420) 

John M. Snyder (DC Bar #456921) 

Bethany K. Hipp (GA Bar #141678). 

Certificate of Service 

I hereby certify that on October 20, 

2005, I caused a copy of the foregoing 

Competitive Impact Statement to be 

served on counsel for defendants in this 

matter in the manner set forth below: 

By electronic mail and hand delivery: 

Counsel for Defendant Cal Dive 

International, Inc., Daniel L. 

Wellington (D.C. Bar #273839), Neely 

B. Agin (D.C. Bar #456005), Fulbright 

& Jaworski LLP, 801 Pennsylvania 

Avenue, NW., Washington, DC 

20004–2623, Tel: (202) 662–4574, 

Fax: (202) 662–4643. 

Counsel for Defendants Stolt Offshore 

S.A., Stolt Offshore, Inc. and S&H 

Diving LLC, Paul C. Cuomo (D.C. Bar 

#457793), Sean F. Boland (D.C. Bar 

#249318), Howrey LLP, 1299 

Pennsylvania Avenue, NW., 

Washington, DC 20004–2402, Tel: 

(202) 783–0800, Fax: (202) 383–6610. 

Jennifer L. Cihon (OH Bar #0068404, 

Department of Justice, Antitrust Division, 325 

Seventh Street, NW., Suite 500, 

Washington, DC 20530, (202) 307–3278, 

(202) 616–2441 (Fax). 

[FR Doc. 05–21510 Filed 10–28–05; 8:45 am] 

BILLING CODE 4410–11–M 

DEPARTMENT OF LABOR 

Office of the Secretary 

Submission for OMB Review: 

Comment Request 

October 25, 2005. 

The Department of Labor (DOL) has 

submitted the following public 

information collection request (ICR) to 

the Office of Management and Budget 

(OMB) for review and approval in 

accordance with the Paperwork 

Reduction Act of 1995 (Pub. L. 104–

13,44 U.S.C. Chapter 35). A copy of this 

ICR, with applicable supporting 

documentation, may be obtained by 

calling the Department of Labor. To 

obtain documentation contact Ira Mills 

on 202–693–4122 (this is not a toll-free 

number) or E-Mail: Mills.Ira@dol.gov. 

Comments should be sent to Office of 

Information and Regulatory Affairs, 

Attn: OMB Desk Officer for ETA, Office 

of Management and Budget, Room 

10235, Washington, DC 20503, 202–

395–7316 (this is not a toll free number), 

within 30 days from the date of this 

publication in the Federal Register. 

The OMB is particularly interested in 

comments which: 

• Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including