65060 Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 

Hollis City Hall and Jail, 101 W. Jones St., 

Hollis, 07001267 

Payne County 

Berry, Luke D., House, 621 E. Broadway St., 

Cushing, 07001262 

Tulsa County 

Ranch Acres Historic District, Roughly 

bounded by E. 31 St., S. Harvard Ave, E. 

41st St., and S Delaware and S Florence 

Aves., Tulsa, 07001268 

OREGON 

Multnomah County 

Pearson Mortuary, 301 NE Knott St., 

Portland, 07001261 

RHODE ISLAND 

Newport County 

Murphy, Dennis J., House at Ogden Farm, 

641 Mitchell’s Ln., Middletown, 07001269 

TENNESSEE 

Putnam County 

West End Church of Christ Silver Point, 

14360 Center Hill Dam Rd., Silver Point, 

07001270 

Shelby County 

Southern Railway Industrial Historic District 

(Boundary Increase) 711 Linden Ave., 

Memphis, 07001273 

WISCONSIN 

Dane County 

Steinle Turret Machine Company, 149 

Waubesa St., Madison, 07001272 

Dodge County 

Zirbel—Hildebrandt Farmstead, W1328–1330 

WI 33, Herman, 07001271 

[FR Doc. E7–22528 Filed 11–16–07; 8:45 am] 

BILLING CODE 4310–70–P 

INTERNATIONAL TRADE 

COMMISSION 

[Investigation No. 731–TA–1111 (Final)] 

Glycine From India, Japan, and Korea 

AGENCY: United States International 

Trade Commission. 

ACTION: Revised schedule for the subject 

investigations. 

DATES: Effective Date: November 9, 

2007. 

FOR FURTHER INFORMATION CONTACT: 

Russell Duncan (202–708–4727), Office 

of Investigations, U.S. International 

Trade Commission, 500 E Street, SW., 

Washington, DC 20436. Hearingimpaired persons can obtain 

information on this matter by contacting 

the Commission’s TDD terminal on 202–

205–1810. Persons with mobility 

impairments who will need special 

assistance in gaining access to the 

Commission should contact the Office 

of the Secretary at 202–205–2000. 

General information concerning the 

Commission may also be obtained by 

accessing its internet server (http:// 

www.usitc.gov). The public record for 

this investigation may be viewed on the 

Commission’s electronic docket (EDIS) 

at http://edis.usitc.gov. 

SUPPLEMENTARY INFORMATION: On 

September 28, 2007, the Commission 

established a schedule for the conduct 

of the final phase of the subject 

investigations (72 FR 55247). Although 

the Department of Commerce 

(‘‘Commerce’’) had not yet made its 

preliminary less than fair value 

determination (‘‘LTFV’’) regarding 

India, the Commission, for 

administrative purposes, included India 

in the investigation schedule, pending 

Commerce’s preliminary LTFV 

determination. On November 7, 2007, 

Commerce issued its preliminary 

determination in the investigation of 

glycine from India (72 FR 62827; as 

amended 72 FR 62826). The 

Commission, therefore, is revising its 

schedule with respect to the 

investigation concerning India. 

The Commission’s revised schedule 

with respect to India is as follows: A 

supplemental brief addressing only 

Commerce’s final antidumping duty 

determination is due on February 11, 

2008. The brief may not exceed five (5) 

pages in length. 

For further information concerning 

this investigation see the Commission’s 

notice cited above and the 

Commission’s Rules of Practice and 

Procedure, part 201, subparts A through 

E (19 CFR part 201), and part 207, 

subparts A and C (19 CFR part 207). 

Authority: This investigation is being 

conducted under authority of title VII of the 

Tariff Act of 1930; this notice is published 

pursuant to section 207.21 of the 

Commission’s rules. 

Issued: November 13, 2007. 

By order of the Commission. 

Marilyn R. Abbott, 

Secretary to the Commission, 

[FR Doc. E7–22538 Filed 11–16–07; 8:45 am] 

BILLING CODE 7020–02–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States v. AT&T Inc. and Dobson 

Communications Corporation; 

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. 

AT&T Inc. and Dobson 

Communications Corporation, Civil 

Action No. 1:07–cv–01952. On October 

30, 2001, the United States filed a 

Complaint alleging that the proposed 

acquisition by AT&T Inc. (‘‘AT&T’’) of 

Dobson Communications Corporation 

(‘‘Dobson’’) would violate Section 7 of 

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

substantially lessening competition in 

the provision of mobile wireless 

telecommunications services in seven 

(7) markets. The proposed Final 

Judgment, filed at the same time as the 

Complaint, requires the divestiture of: 

(1) Dobson’s mobile wireless 

telecommunications services businesses 

in certain markets in Kentucky and 

Oklahoma; (2) AT&T’s minority 

interests in entities operating mobile 

wireless telecommunications services 

businesses in certain markets in Texas 

and Missouri; and (3) all of Dobson’s 

right, title and interest in Cellular One 

Properties, LLC, in order for AT&T to 

proceed with its $2.8 billion aquisition 

of Dobson. The Competitive Impact 

Statement filed by the United States 

describes the Complaint, the proposed 

Final Judgment, the industry, and the 

remedies available to private litigants 

who may have been injured by the 

alleged violation. 

Copies of the Complaint, proposed 

Final Judgment, and Competitive Impact 

Statement are available for inspection at 

the Department of Justice, Antitrust 

Division, Antitrust Documents Group, 

325 7th Street, NW., Room 215, 

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 the Department of 

Justice regulations. 

Public comment 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 Nancy Goodman, 

Chief, Telecommunications and Media 

Enforcement Section, Antitrust 

Division, U.S. Department of Justice, 

1401 H Street, NW., Suite 8000, 


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Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 65061 

Washington, DC 20530 (telephone: 202–

514–5621). 

J. Robert Kramer II, 

Director of Operations, Antitrust Division. 

In the United States District Court for 

the District of Columbia 

United States of America Department of 

Justice, Antitrust Division, 1401 H 

Street, NW., Suite 8000, Washington, DC 

20530, Plaintiff, v. AT&T Inc., 175 East 

Houston, San Antonio, Texas 78205; 

and Dobson Communications 

Corporation, 14201 Wireless Way, 

Oklahoma City, Oklahoma 73134, 

Defendants. 

Civil No. 1:07–CV–01952, Assigned: 

Rosemary M. Collyer, Filed: October 30, 

2007 

Complaint 

The United States of America, acting 

under the direction of the Acting 

Attorney General of the United States, 

brings this civil action to enjoin the 

merger of two mobile wireless 

telecommunications service providers, 

AT&T Inc. (‘‘AT&T’’) and Dobson 

Communications Corporation 

(‘‘Dobson’’), and to obtain other relief as 

appropriate. Plaintiff United States 

alleges as follows: 

1. AT&T entered into an agreement to 

acquire Dobson, dated June 29, 2007, 

under which the two companies would 

combine their mobile wireless 

telecommunications services businesses 

(‘‘Transaction Agreement’’) and AT&T 

would acquire the Cellular One brand 

name and associated rights. The United 

States seeks to enjoin this transaction 

because it likely will substantially 

lessen competition to provide mobile 

wireless telecommunications services in 

several geographic markets where AT&T 

and Dobson are each other’s most 

significant competitor or where AT&T 

competes against mobile wireless 

telecommunications services providers 

that sell services under the Cellular One 

brand name. 

2. AT&T provides mobile wireless 

telecommunications services in 50 

states and serves in excess of 63 million 

subscribers. Dobson provides mobile 

wireless telecommunications services in 

seventeen states and serves 

approximately 1.6 million subscribers. 

The combination of AT&T and Dobson 

likely will substantially lessen 

competition for mobile wireless 

telecommunications services in five 

geographic areas in Kentucky, Missouri, 

Oklahoma and Texas where businesses 

owned in whole or part by AT&T and 

Dobson currently operate. As a result of 

the proposed acquisition, residents of 

these mostly rural areas will likely face 

increased prices, diminished quality or 

quantity of services, and less investment 

in network improvements for these 

services. Additionally, in two relevant 

geographic areas in Pennsylvania and 

Texas, competition likely will be 

substantially lessened to the detriment 

of consumers because AT&T will have 

the incentive and ability to limit, or 

eliminate, a primary competitor’s right 

to use the Cellular One brand name 

effectively. 

I. Jurisdiction and Venue 

3. This Complaint is filed by the 

United States under Section 15 of the 

Clayton Act, 15 U.S.C. 25, to prevent 

and restrain defendants from violating 

Section 7 of the Clayton Act, as 

amended, 15 U.S.C. 18. 

4. AT&T and Dobson are engaged in 

interstate commerce and in activities 

substantially affecting interstate 

commerce. The Court has jurisdiction 

over this action pursuant to Sections 15 

and 16 of the Clayton Act, 15 U.S.C. 25, 

26, and 28 U.S.C. 1331, 1337. 

5. The defendants have consented to 

personal jurisdiction and venue in this 

judicial district. 

II. The Defendants and the Transaction 

6. AT&T, with headquarters in San 

Antonio, Texas, is a corporation 

organized and existing under the laws of 

the state of Delaware. AT&T is the 

largest communications holding 

company in the United States and 

worldwide, measured by revenue. AT&T 

is the largest mobile wireless 

telecommunications services provider 

in the United States, measured by 

subscribers, provides mobile wireless 

telecommunications services in 50 

states, and serves in excess of 63 million 

subscribers. In 2006, AT&T earned 

mobile wireless telecommunications 

services revenues of approximately 

$37.53 billion. 

7. Dobson, with headquarters in 

Oklahoma City, Oklahoma, is a 

corporation organized and existing 

under the laws of the state of Oklahoma. 

Dobson is the ninth largest mobile 

wireless telecommunications services 

provider in the United States, measured 

by subscribers and provides mobile 

wireless telecommunications services in 

17 states. It has approximately 1.7 

million subscribers. Dobson also owns 

Cellular One Properties, LLC, an 

Oklahoma limited liability company, 

engaged in the business of licensing the 

Cellular One brand and promoting the 

Cellular One service mark and certain 

related trademarks, service marks and 

designs. In 2006, Dobson earned 

approximately $1.3 billion in revenues. 

8. Pursuant to an Agreement and Plan 

of Merger dated June 29, 2007, AT&T 

will acquire Dobson for approximately 

$2.8 billion. If this transaction is 

consummated, AT&T and Dobson 

combined would have approximately 65 

million subscribers in the United States, 

with $37.54 billion in moble wireless 

telecommunications services revenues. 

III. Trade and Commerce 

A. Nature of Trade and Commerce 

9. Mobile wireless 

telecommunications services allow 

customers to make and receive 

telephone calls and obtain data services 

using radio transmissions without being 

confined to a small area during the call 

or data session, and without the need 

for unobstructed line-of-sight to the 

radio tower. Mobility is highly valued 

by customers, as demonstrated by the 

more than 233 million people in the 

United States who own mobile wireless 

telephones. In 2006, revenues from the 

sale of mobile wireless 

telecommunications services in the 

United States were over $125 billion. To 

meet this desire for mobility, mobile 

wireless telecommunications services 

providers must deploy extensive 

networks of switches and radio 

transmitters and receivers and 

interconnect their networks with the 

networks of wireline carriers and other 

mobile wireless telecommunications 

services providers. 

10. The first mobile wireless voice 

systems were based on analog 

technology, now referred to as firstgeneration or ‘‘1G’’ technology. These 

analog systems were launched after the 

Federal Communications Commission 

(‘‘FCC’’) issued the first spectrum 

licenses for mobile wireless 

telecommunications services. In the 

early to mid-1980s, the FCC issued two 

cellular licenses (A-block and B-block) 

in each Metropolitan Statistical Area 

(‘‘MSA’’) and Rural Service Area 

(‘‘RSA ‘‘) (collectively, ‘‘Cellular 

Marketing Areas’’ or CMAs’’), with a 

total of 734 CMAs covering the entire 

United States. Each license consists of 

25 MHz of spectrum in the 800 MHz 

band. 

11. In 1995, the FCC licensed 

additional spectrum for the provision of 

Personal Communications Services 

(‘‘PCS’’), a category of services that 

includes mobile wireless 

telecommunications services 

comparable to those offered by cellular 

licensees. These licenses are in the 1900 

MHz and are divided into six blocks: A, 

B, and C, which consist of 30 MHz each; 

and D, E, and F, which consist of 10 

MHz each. Geographically, the A and BVerDate Aug<31>2005 21:29 Nov 16, 2007 Jkt 214001 PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 E:\FR\FM\19NON1.SGM 19NON1

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block 30 MHz licenses are issued by 

Major Trading Areas (‘‘MTAs’’). C, D, E, 

and F-block licenses are issued by Basic 

Trading Areas (‘‘BTAs’’), several of 

which comprise each MTA. MTAs and 

BTAs do not generally correspond to 

MSAs and RSAs. 

12. With the introduction of the PCS 

licenses, both cellular and PCS licensees 

began offering digital services, thereby 

increasing network capacity, shrinking 

handsets, and extending battery life. In 

addition, in 1996, one provider, a 

specialized mobile radio (‘‘SMR’’ or 

‘‘dispatch’’) spectrum licensee, began to 

use its SMR spectrum to offer mobile 

wireless telecommunications services 

comparable to those offered by other 

mobile wireless telecommunications 

services providers, in conjunction with 

its dispatch, or ‘‘push-to-talk,’’ service. 

Although there are a number of 

providers holding spectrum licenses in 

each area of the country, not all 

providers have fully built out their 

networks throughout each license area. 

In particular, because of the 

characteristics of PCS spectrum, 

providers holding this type of spectrum 

have found it less attractive to build out 

in rural areas. 

13. Today, more than 98 percent of 

the total U.S. population lives in 

counties where three or more mobile 

wireless telecommunications services 

operators offer digital service. Nearly all 

mobile wireless voice service has 

migrated to second-generation or ‘‘2G’’

digital technologies, GSM (global 

standard for mobility, a standard used 

by all carriers in Europe), and CDMA 

(code division multiple access). Even 

more advanced technologies (‘‘2.5G’’

and ‘‘3G’’), based on the earlier 2G 

technologies, have been deployed for 

mobile wireless data services. 

B. Relevant Product Market 

14. Mobile wireless 

telecommunications services is a 

relevant product market. Mobile 

wireless telecommunications services 

include both voice and data services 

provided over a radio network and 

allow customers to maintain their 

telephone calls or data sessions without 

wires, such as when traveling. There are 

no cost-effective alternatives to mobile 

wireless telecommunications services. 

Because fixed wireless services are not 

mobile, they are not regarded by 

consumers of mobile wireless 

telecommunications services to be a 

reasonable substitute for those services. 

It is unlikely that a sufficient number of 

customers would switch away from 

mobile wireless telecommunications 

services to make a small but significant 

price increase in those services 

unprofitable. Mobile wireless 

telecommunications services 

accordingly is a relevant product market 

under Section 7 of the Clayton Act, 15 

U.S.C. 18. 

C. Relevant Geographic Markets 

15. A large majority of customers use 

mobile wireless telecommunications 

services in close proximity to their 

workplaces and homes. Thus, customers 

purchasing mobile wireless 

telecommunications services choose 

among mobile wireless 

telecommunications services providers 

that offer services where they live, work, 

and travel on a regular basis. The 

number and identity of mobile wireless 

telecommunications services providers 

varies among geographic areas, as does 

the quality of services and breadth of 

geographic coverage offered by 

providers. Mobile wireless 

telecommunications services providers 

can and do offer different promotions, 

discounts, calling plan, and equipment 

subsidies in different geographic areas, 

varying the price for customers by 

geographic area. 

16. The United States comprises 

numerous local geographic markets for 

mobile wireless telecommunications 

services. The geographic areas in which 

the FCC has licensed mobile wireless 

telecommunications services providers 

often represent the core geographic 

areas in which an individual consumer 

would use mobile wireless 

telecommunications services, those 

being the areas in which an individual 

customer resides, works and plays. The 

relevant geographic markets in which 

this transaction will substantially lessen 

competition in mobile wireless 

telecommunications services are 

effectively represented, but not defined, 

by FCC spectrum licensing ares. 

17. The relevant geographic markets, 

under Section 7 of the Clayton Act, 15 

U.S.C. 18, where the transaction will 

substantially lessen competition for 

mobile wireless telecommunications 

services are represented by the 

following FCC spectrum licensing areas: 

Kentucky RSA–6 (CMA 448); Kentucky 

RSA–8 (CMA 450); Missouri RSA–1 

(CMA 504); Oklahoma RSA–5 (CMA 

600); Pennsylvania RSA–5 (CMA 616); 

Texas RSA–9 (CMA 660); and Texas 

RSA–11 (CMA 662). It is unlikely that 

a sufficient number of customers would 

switch to mobile wireless 

telecommunications services providers 

in a different geographic market to make 

a small but significant price increase in 

the relevant geographic markets 

unprofitable. 

D. Anticompetitive Effects 

1. Overlap Areas 

a. AT&T/Dobson Overlap Markets 

17. Currently, AT&T and Dobson each 

own a business that offers mobile 

wireless telecommunications services in 

three relevant geographic areas: 

Kentucky RSA–6 (CMA 448); Kentucky 

RSA–8 (CMA 450); and Oklahoma RSA–

5 (CMA 600). 

18. In each of these three relevant 

geographic areas, either AT&T or 

Dobson has the largest share of 

subscribers and the other defendant is a 

particularly strong and important 

competitor: the companies controlled by 

AT&T and Dobson collectively account 

for between 63 percent and 97 percent 

of subscribers in these areas. 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, concentration in these 

markets ranges from over 3100 to more 

than 7900, which is well above the 1800 

threshold at which the Department 

considers a market to be highly 

concentrated. After AT&T’s proposed 

acquisition of Dobson is consummated, 

the HHIs in the relevant geographic 

markets will range from over 5200 to 

over 9400, with increases in the HHI as 

a result of the merger ranging from over 

1400 to over 2300, significantly beyond 

the thresholds at which the Department 

considers a transaction likely to cause 

competitive harm. 

b. AT&T Minority Interest Markets 

20. In two relevant geographic areas, 

Missouri RSA–1 (CMA 504) and Texas 

RSA–9 (CMA 660), Dobson owns a 

business that offers mobile wireless 

telecommunications services and AT&T 

has a minority interest in a competing 

business. In Missouri RSA–1, AT&T’s 

minority equity interest is in Northwest 

Missouri Cellular Limited Partnership’s 

business and in Texas RSA–9, AT&T’s 

minority equity interest is in Mid-Tex 

Cellular, Ltd. 

21. In these two relevant geographic 

areas, either Dobson or the business in 

which AT&T has a minority interest has 

the largest share and the other 

defendant is a particularly strong and 

important competitor in all, or a large 

part, of the RSA. In each area, the 

businesses in which AT&T and Dobson 

have an interest collectively account for 

in excess of 70 percent of subscribers. 

22. Although the minority equity 

interest in each situation is small, AT&T 

has significant rights under the relevant 

partnership agreements to control core 

business decisions, obtain critical 


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Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 65063 

confidential competitive information, 

and share in profits at a rate 

significantly greater than the equity 

ownership share upon a sale of the 

partnership. Post-merger, the merged 

finn would likely have the ability and 

incentive to coordinate the activities of 

the wholly-owned Dobson wireless 

business and the business in which it 

has a minority stake, and/or undermine 

the ability of the latter to compete 

against the former. Such activity would 

likely result in a significant lessening of 

competition. 

c. AT&T/Cellular One Overlap Markets 

23. In two relevant geographic areas, 

Pennsylvania RSA–5 (CMA 616) and 

Texas RSA–11 (CMA 662), AT&T owns 

a business that offers mobile wireless 

telecommunications services, and a 

competing mobile wireless 

telecommunications business operates 

under the Cellular One brand name that 

AT&T would acquire from Dobson 

pursuant to the proposed transaction. 

24. In these two relevant geographic 

areas, AT&T has the largest share of 

subscribers and the mobile wireless 

telecommunications business operating 

under the Cellular One brand name is a 

particularly strong and important 

competitor. In each area, AT&T and the 

Cellular One licensee collectively 

account for in excess of 65 percent of 

subscribers. 

25. The Cellular One brand name was 

first used in 1984. In 1989, the Cellular 

One Group partnership was formed to 

maintain and promote the Cellular One 

brand, a licensed trade name. In 1995, 

the partnership offered to license the 

brand to all A block cellular providers. 

Presently, approximately nine mobile 

wireless telecommunications services 

providers in addition to Dobson license 

the Cellular One brand and offer 

services to their customers under that 

brand. Through its planned purchase of 

Dobson, AT&T will acquire the rights to 

the Cellular One trademarks, trade 

names, service marks, service names, 

and designs for the Cellular One brand 

name, as well as the agreements to 

license the Cellular One brand to other 

mobile wireless telecommunications 

services providers. 

26. The providers that continue to 

license and use the Cellular One brand 

have invested considerable resources in 

developing and building the brand. The 

Cellular One brand is thus an important 

input to these firms’ provision of mobile 

wireless telecommunications services. If 

their ability to use the brand were to be 

impaired or eliminated, they would 

suffer considerable costs and effective 

competition in these markets would be 

harmed. 

27. Because AT&T offers and markets 

wireless services under its own AT&T 

brand, it has little or no incentive to use 

or maintain the Cellular One brand. In 

the two relevant geographic areas where 

a Cellular One licensee is a primary 

competitor to AT&T in the mobile 

wireless telecommunications services 

market, AT&T would have the incentive 

and ability to impair the effectiveness of 

the Cellular One brand, or even deny a 

license to the current licensee entirely, 

since by doing so, it could reduce 

competition by significantly increasing 

costs to a primary competitor at little or 

no cost to itself. 

2. Competitive Impact 

28. In all seven relevant geographic 

markets, the mobile wireless 

telecommunications businesses wholly 

or partially owned by AT&T and 

Dobson, and/or the Cellular One 

licensee, own all or most of thel800 

MHz band cellular spectrum licenses, 

which are more efficient in serving rural 

areas than 1900 MHz band PCS 

spectrum. As a result of holding the 

cellular spectrum licenses and being 

early entrants into these markets, the 

networks wholly or partly owned by 

AT&T, Dobson, or the Cellular One 

licensee provide greater depth and 

breadth of coverage than their 

competitors, which are operating on 

PCS spectrum in these relevant 

geographic markets, and thus are more 

attractive to consumers. A mobile 

wireless telecommunications services 

provider with limited coverage in a 

geographic area typically does not 

aggressively market its services in that 

area because it can service customers 

only through a roaming arrangement 

with a more built-out competitor under 

which it must pay roaming charges to, 

and rely on, its competitor to maintain 

the quality of the network. The mobile 

wireless businesses wholly or partly 

owned by AT&T or Dobson in five of the 

relevant areas, and by AT &T and the 

Cellular One licensee in the other two 

relevant areas, accordingly, are, for a 

large set of customers, likely closer 

substitutes for each other than the other 

mobile wireless telecommunications 

services in these markets provided by 

firms who own only PCS spectrum. 

29. Competition between the 

businesses wholly or partly owned by 

AT&T and Dobson, or between AT&T 

and the Cellular One licensee, in the 

relevant geographic markets has 

resulted in lower prices and higher 

quality in mobile wireless 

telecommunications services, than 

would otherwise have existed in these 

geographic markets. In these areas, 

many consumers consider businesses 

wholly or partly owned by AT&T, 

Dobson, or the Cellular One licensee to 

be the most attractive competitors 

because other providers’ networks lack 

coverage or provide lower-quality 

service. 

30. If AT&T’s proposed acquisition of 

Dobson is consummated, (a) the relevant 

market for mobile wireless 

telecommunications services will 

become substantially more concentrated 

in the three AT&T/Dobson overlap 

geographic markets, and competition 

between AT &T and Dobson in mobile 

wireless telecommunications services 

will be eliminated in these markets; (b) 

competition in mobile wireless 

telecommunications services between 

Dobson and the businesses partly 

owned by AT&T will be substantially 

curtailed in the two AT&T minority 

ownership geographic markets, and (c) 

AT&T’s acquisition of the rights to the 

Cellular One brand is likely to diminish 

the Cellular One licensees’ ability to 

competitively constrain AT&T in the 

two AT&T/Cellular One overlap 

geographic markets thereby lessening 

competition substantially to the 

detriment of consumers. In all seven 

relevant geographic areas, the merged 

firm will have the incentive and ability 

to increase prices, diminish the quality 

or quantity of services provided, and 

refrain ITom or delay making 

investments in network improvements. 

3. Entry 

31. Entry by a new mobile wireless 

telecommunications services provider 

in the relevant geographic markets 

would be difficult, time-consuming, and 

expensive, requiring the acquisition of 

spectrum licenses and the build-out of 

a network. Although a number of other 

firms own 1900 MHz PCS spectrum in 

the relevant geographic markets, the 

propagation characteristics of 1900 MHz 

PCS spectrum are such that signals 

using those frequencies extend to a 

significantly smaller area than 800 MHz 

cellular signals. The relatively higher 

cost of building out 1900 MHz 

spectrum, combined with the relatively 

low population density of the areas in 

question, suggest that competitors with 

1900 MHz spectrum are unlikely to 

build out their networks to reach the 

entire area served by AT&T and Dobson. 

Although additional spectrum has been 

and will be made available through FCC 

auctions, it is unlikely that additional 

mobile wireless telecommunications 

services based on this spectrum will be 

deployed in the near future in the 

relevant geographic areas. Therefore, 

new entry in response to a small but 

significant price increase for mobile 

wireless telecommunications services 


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65064 Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 

by the merged firm in the relevant 

geographic markets would not be 

timely, likely, or sufficient to thwart the 

competitive harm resulting from AT&T’s 

proposed acquisition of Dobson, if it 

were to be consummated. 

IV. Violation Alleged 

32. The effect of AT&T’s proposed 

acquisition of Dobson, if it were to be 

consummated, may be substantially to 

lessen competition in interstate trade 

and commerce in the relevant 

geographic markets for mobile wireless 

telecommunications services, in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

33. Unless restrained, the transaction 

will likely have the following effects in 

mobile wireless telecommunications 

services in the relevant geographic 

markets, among others: 

a. Actual and potential competition 

between AT&T and Dobson will be 

eliminated; 

b. Actual and potential competition 

between Dobson and businesses in 

which AT &T holds a minority interest 

will be lessened; 

c. Actual and potential competition 

between AT&T and Cellular One brand 

licensees will be lessened; 

d. Competition in general will be 

lessened substantially; 

e. Prices are likely to increase; 

f. The quality and quantity of services 

are likely to decrease; and 

g. Incentives to improve wireless 

networks will be reduced. 

V. Requested Relief 

The United States requests: 

34. That AT&T’s proposed acquisition 

of Dobson be adjudged to violate 

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

18; 

35. That defendants be permanently 

enjoined from and restrained from 

carrying out the Agreement and Plan of 

Merger dated June 29, 2007, or from 

entering into or carrying out any 

agreement, understanding, or plan, the 

effect of which would be to bring the 

wireless services businesses of AT&T 

and Dobson under common ownership 

or control; 

36. That the United States be awarded 

its costs of this action; and 

37. That the United States have such 

other relief as the Court may deem just 

and proper. 

Dated: October 30, 2007. 

Respectfully Submitted, 

FOR PLAINTIFF UNITED STATES OF 

AMERICA: 

l/s/lll 

Thomas O. Barnett, 

Assistant Attorney General, Antitrust 

Division. 

l/s/lll 

Deborah A. Garza, 

Deputy Assistant Attorney General, Antitrust 

Division. 

l/s/lll 

J. Robert Kramer II, 

Director of Operations, Antitrust Division. 

l/s/lll 

Nancy Goodman, 

Chief, Telecommunications & Media 

Enforcement Section, Antitrust Division. 

l/s/lll 

Laury Bobbish, 

Assistant Chief, Telecommunications & 

Media Enforcement Section, Antitrust 

Division. 

l/s/lll 

Hillary B. Burchuk (DC Bar No. 366755), 

Lawrence M. Frankel (DC Bar No. 441532), 

Rebekah P. Goodheart (DC Bar No. 472673), 

Attorneys, Telecommunications & Media 

Enforcement Section, Antitrust Division, U.S. 

Department of Justice, City Center Building, 

1401 H Street, NW., Suite 8000, Washington, 

DC 20530. Phone: (202) 514–5621 Facsimile: 

(202) 514–6381. 

Appendix A 

Herfindahl-Hirschman Index 

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

measure of market concentration. It 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 

2600 (302 + 302 +202 + 202 = 2600). 

(Note: Throughout the Complaint, 

market share percentages have been 

rounded to the nearest whole number, 

but HHIs have been estimated using 

unrounded percentages in order to 

accurately reflect the concentration of 

the various markets.) The HHI takes into 

account the relative size distribution of 

the firms in a market and approaches 

zero when a market consists of a large 

number of small firms. 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 points are considered to 

be moderately concentrated, and those 

in which the HHI is in excess of 1800 

points are considered to be highly 

concentrated. See Horizontal Merger 

Guidelines ¶ 1.51 (revised Apr. 8, 1997). 

Transactions that increase the HHI by 

more than 100 points in concentrated 

markets presumptively raise antitrust 

concerns under the guidelines issued by 

the U.S. Department of Justice and 

Federal Trade Commission. See id. 

In the United States District Court for 

the District of Columbia 

United States of America, Plaintiff, v. 

AT&T Inc. and Dobson 

Communications Corporation, 

Defendants. 

Case No.lll 

Filed:lll 

Final Judgment 

Whereas, plaintiff, United States of 

America, filed its Complaint on October 

30,2007, United States and defendants, 

AT&T Inc. (‘‘AT&T’’) and Dobson 

Communications Corporation 

(‘‘Dobson’’), 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, 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 certain rights or assets by 

defendants to assure that competition is 

not substantially lessened; 

And whereas, the United States 

requires defendants to make certain 

divestitures for the purpose of 

remedying the loss of competition 

alleged in the Complaint; 

And whereas, defendants have 

represented to the United States that the 

divestitures required below can and will 

be made and that 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 trial 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 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 

defendants divest the Divestiture Assets. 

B. ‘‘AT&T’’ means defendant AT&T 

Inc., a Delaware corporation with its 

headquarters in San Antonio, Texas, its 


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successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Cellular One’’ means Cellular One 

Properties, LLC, an Oklahoma limited 

liability company, with its headquarters 

in Oklahoma City, Oklahoma, engaged 

in the business of licensing the Cellular 

One brand and promoting the Cellular 

One service mark and certain related 

trademarks, service marks and designs. 

D. ‘‘Cellular One Assets’’ means all 

legal and economic interests Dobson 

holds in Cellular One. Cellular One 

Assets shall include all right, title and 

interest in trademarks, trade names, 

service marks, service names, designs, 

and intellectual property, all license 

agreements for use of the Cellular One 

mark, technical information, computer 

software and related documentation, 

and all records relating to the 

divestiture assets. If the acquirer of the 

Cellular One Assets is not the 

acquirer(s) of the Wireless Business 

Divestiture Assets, defendants will grant 

the acquirer(s) of the Wireless Business 

Divestiture Assets a license to use the 

Cellular One service marks on terms 

generally available at the time the 

merger agreement was entered and make 

the transfer of the Cellular One Assets 

subject to continuation of these licenses. 

E. ‘‘CMA’’ means cellular market area 

which is used by the Federal 

Communications Commission (‘‘FCC’’) 

to define cellular license areas and 

which consists of Metropolitan 

Statistical Areas (‘‘MSAs’’) and Rural 

Service Areas (‘‘RSAs’’). 

F. ‘‘Divestiture Assets’’ means the 

Wireless Business Divestiture Assets, 

Minority Interests and the Cellular One 

Assets, including any direct or indirect 

financial ownership or leasehold 

interests and any direct or indirect role 

in management or participation in 

control therein. 

G. ‘‘Dobson’’ means defendant Dobson 

Communications Corporation, an 

Oklahoma corporation, with its 

headquarters in Oklahoma City, 

Oklahoma, its successors and assigns, 

and its subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

H. ‘‘Minority Interests’’ means the 

equity interests and any management or 

control interests owned by AT&T in the 

following entities that are the licensees 

or operators of the mobile wireless 

telecommunications services businesses 

in the specified RSAs: 

(1) Mid-Tex Cellular, Ltd., covering 

Texas RSA–9 (CMA 660); and 

(2) Northwest Missouri Cellular 

Limited Partnership, covering Missouri 

RSA–1 (CMA 504). 

As an alternative to the divestiture of 

the Minority Interests as required by 

Section IV of this Final Judgment, upon 

approval of the United States, 

defendants may withdraw, from the 

Minority Interest partnerships pursuant 

to the applicable provisions in the 

governing partnership agreement. 

I. ‘‘Multi-line Business Customer’’

means a corporate or business customer 

that contracts with Dobson for mobile 

wireless telecommunications services to 

provide multiple telephones to its 

employees or members whose services 

are provided pursuant to a contract with 

the corporate or business customer. 

J. ‘‘Transaction’’ means the Agreement 

and Plan of Merger among Dobson, 

AT&T and Alpine Merger Sub, Inc., 

dated June 29, 2007. 

K. ‘‘Wireless Business Divestiture 

Assets’’ means each mobile wireless 

telecommunications services business to 

be divested under this Final Judgment, 

including all types of assets, tangible 

and intangible, used by defendants in 

the operation of the mobile wireless 

telecommunications services businesses 

to be divested. ‘‘Wireless Business 

Divestiture Assets’’ shall be construed 

broadly to accomplish the complete 

divestiture of the entire business of 

Dobson in each of the following RSA 

license areas as required by this Final 

Judgment and to ensure that the 

divested mobile wireless 

telecommunications services businesses 

remain viable, ongoing businesses: 

(1) Kentucky RSA–6 (CMA 448); 

(2) Kentucky RSA–8 (CMA 450); and 

(3) Oklahoma RSA–5 (CMA 600) 

provided that Dobson may retain all of 

the PCS spectrum it currently holds in 

each of these RSAs and equipment that 

is used only for wireless transmissions 

over this PCS spectrum. 

The Wireless Business Divestiture 

Assets shall include, without limitation, 

all types of real and personal property, 

monies and financial instruments, 

equipment, inventory, office furniture, 

fixed assets and furnishings, supplies 

and materials, contracts, agreements, 

leases, commitments, spectrum licenses 

issued by the FCC and all other licenses, 

permits and authorizations, operational 

support systems, cell sites, network 

infrastructure, switches, customer 

support and billing systems, interfaces 

with other service providers, business 

and customer records and information, 

customer contracts, customer lists, 

credit records, accounts, and historic 

and current business plans which relate 

primarily to the wireless businesses 

being divested, as well as any patents, 

licenses, sub-licenses, trade secrets, 

know-how, drawings, blueprints, 

designs, technical and quality 

specifications and protocols, quality 

assurance and control procedures, 

manuals and other technical 

information defendant Dobson supplies 

to its own employees, customers, 

suppliers, agents, or licensees, and 

trademarks, trade names and service 

marks or other intellectual property, 

including all intellectual property rights 

under third-party licenses that are 

capable of being transferred to an 

Acquirer either in their entirety, for 

assets described in (a) below, or through 

a license obtained through or from 

Dobson, for assets described in (b) 

below; provided that defendants shall 

only be required to divest Multi-line 

Business Customer contracts if the 

primary business address for that 

customer is located within any of the 

three license areas described herein, and 

further, any subscriber who obtains 

mobile wireless telecommunications 

services through any such contract 

retained by defendants and who are 

located within the three geographic 

areas identified above, shall be given the 

option to terminate their relationship 

with defendants, without financial cost, 

at any time within one year of the 

closing of the Transaction. Defendants 

shall provide written notice to these 

subscribers within 45 days after the 

closing of the Transaction of the option 

to terminate. 

The divestiture of the Wireless 

Business Divestiture Assets shall be 

accomplished by: 

(a) Transferring to the Acquirers the 

complete ownership and/or other rights to 

the assets (other than those assets used 

substantially in the operations of Dobson’s 

overall wireless telecommunications services 

business which must be retained to continue 

the existing operations of the wireless 

properties that defendants are not required to 

divest, and that either are not capable of 

being divided between the divested wireless 

telecommunications services businesses and 

those not divested, or are assets that the 

defendants and the Acquirer(s) agree, subject 

to the approval of the United States, shall not 

be divided); and 

(b) Granting to the Acquirer(s) an option to 

obtain a nonexclusive, transferable license 

from defendants for a reasonable period, 

subject to the approval of the United States 

and at the election of an Acquirer, to use any 

of Dobson’s retained assets under paragraph 

(a) above used in operating the mobile 

wireless telecommunications services 

businesses being divested, so as to enable the 

Acquirer to continue to operate the divested 

mobile wireless telecommunications services 

businesses without impairment. Defendants 

shall identify in a schedule submitted to the 

United States and filed with the Court as 


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expeditiously as possible following the filing 

of the Complaint, and in any event prior to 

any divestiture and before the approval by 

the Court of this Final Judgment, any and all 

intellectual property rights under third-party 

licenses that are used by the mobile wireless 

telecommunications services businesses 

being divested that defendants could not 

transfer to an Acquirer entirely or by license 

without third-party consent, the specific 

reasons why such consent is necessary, and 

how such consent would be obtained for 

each asset. 

III. Applicability 

A. This Final Judgment applies to 

defendants AT&T and Dobson, as 

defined above, and all other persons in 

active concert or participation with any 

of them who receive actual notice of this 

Final Judgment by personal service or 

otherwise. 

B. If, prior to complying with Section 

IV and V of this Final Judgment, 

Defendants sell or otherwise dispose of 

all or substantially all of their assets or 

of lesser business units that include the 

Divestiture Assets, they shall require the 

purchaser to be bound by the provisions 

of this Final Judgment. Defendants need 

not obtain such an agreement from the 

acquirers of the assets divested pursuant 

to this Final Judgment. 

IV. Divestitures 

A. Defendants are ordered and 

directed, within 120 days after 

consummation of the Transaction, or 

five (5) calendar days after notice of the 

entry of this Final Judgment by the 

Court, whichever is later, to divest the 

Divestiture Assets in a manner 

consistent with this Final Judgment to 

an Acquirer or Acquirers acceptable to 

the United States in its sole discretion, 

or, if applicable, to a Divestiture Trustee 

designated pursuant to Section V of this 

Final Judgment. The United States, in 

its sole discretion, may agree to one or 

more extensions of this time period not 

to exceed 60 calendar days in total, and 

shall notify the Court in such 

circumstances. With respect to 

divestiture of the Wireless Business 

Divestiture Assets by defendants or the 

Divestiture Trustee, if applications have 

been filed with the FCC within the 

period permitted for divestiture seeking 

approval to assign or transfer licenses to 

the Acquirer(s) of the Wireless Business 

Divestiture Assets, but an order or other 

dispositive action by the FCC on such 

applications has not been issued before 

the end of the period permitted for 

divestiture, the period shall be extended 

with respect to divestiture of those 

Wireless Business Divestiture Assets for 

which FCC approval has not been 

issued until five (5) days after such 

approval is received. Defendants agree 

to use their best efforts to accomplish 

the divestitures set forth in this Final 

Judgment and to seek all necessary 

regulatory approvals as expeditiously as 

possible. This Final Judgment does not 

limit the FCC’s exercise of its regulatory 

powers and process with respect to the 

Divestiture Assets. Authorization by the 

FCC to conduct the divestiture of a 

Divestiture Asset in a particular manner 

will not modify any of the requirements 

of this decree. 

B. In accomplishing the divestitures 

ordered by this Final Judgment, 

defendants shall promptly make known, 

if they have not already done so, by 

usual and customary means, the 

availability of the Divestiture Assets. 

Defendants shall inform any person 

making inquiry regarding a possible 

purchase of the Divestiture Assets that 

they are being divested pursuant to this 

Final Judgment and provide that person 

with a copy of this Final Judgment. 

Defendants shall offer to furnish to all 

prospective Acquirers, subject to 

customary confidentiality assurances, 

all information and documents relating 

to the Divestiture Assets customarily 

provided in a due diligence process 

except such information or documents 

subject to the attorney-client or work 

product privileges. Defendants shall 

make available such information to the 

United States at the same time that such 

information is made available to any 

other person. Notwithstanding the 

provisions of this paragraph, with the 

consent of the United States in its sole 

discretion, the defendants may enter 

into exclusive negotiations to sell the 

divestiture assets and may limit their 

obligations under this paragraph to the 

provision of information to a single 

potential buyer for the duration of those 

negotiations. 

C. Defendants shall provide the 

Acquirers and the United States 

information relating to the personnel 

involved in the operation, development, 

and sale or license of the Wireless 

Business Divestiture Assets and Cellular 

One Assets to enable the Acquirer(s) to 

make offers of employment. Defendants 

will not interfere with any negotiations 

by the Acquirer(s) to employ any 

defendant employee whose primary 

responsibility is the operation, 

development, or sale or license of the 

Wireless Business Divestiture Assets or 

the Cellular One Assets. 

D. Defendants shall permit 

prospective Acquirers of the Divestiture 

Assets to have reasonable access to 

personnel and to make inspections of 

the Divestiture Assets; access to any and 

all environmental, zoning, and other 

permit documents and information; and 

access to any and all financial, 

operational, and other documents and 

information customarily provided as 

part of a due diligence process. 

E. Defendants shall warrant to the 

Acquirer(s) that (1) the Wireless 

Business Divestiture Assets will be 

operational on the date of sale, (2) every 

wireless spectrum license is in full force 

and effect on the date of sale, and (3) the 

Cellular One Assets will be 

unencumbered and not judged invalid 

or unenforceable by any court or similar 

authority on the date of sale. 

F. Defendants shall not take any 

action that will impede in any way the 

permitting, licensing, operation, or 

divestiture of the Divestiture Assets. 

G. Defendants shall warrant to the 

Acquirer(s) of the Divestiture Assets that 

there are no material defects in the 

environmental, zoning, licensing or 

other permits pertaining to the 

operation of each asset and that 

following the sale of the Divestiture 

Assets, defendants will not undertake, 

directly or indirectly, any challenges to 

the environmental, zoning, licensing or 

other permits relating to the operation of 

the Divestiture Assets. 

H. Unless the United States otherwise 

consents in writing, the divestitures 

pursuant to Section IV, or by a 

Divestiture Trustee appointed pursuant 

to Section V, of this Final Judgment, 

shall include the entire Divestiture 

Assets, and with respect to the Wireless 

Business Divestiture Assets shall be 

accomplished in such a way as to satisfy 

the United States in its sole discretion 

that these assets can and will be used by 

the Acquirer(s) as part of a viable, 

ongoing business engaged in the 

provision of mobile wireless 

telecommunications services. 

Divestiture of the Divestiture Assets 

may be made to one or more Acquirers, 

provided that in each instance it is 

demonstrated to the sole satisfaction of 

the United States that the Divestiture 

Assets will remain viable and the 

divestiture of such assets will remedy 

the competitive harm alleged in the 

Complaint. The divestiture of the 

Divestiture Assets, 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, 

(a) With respect to the Wireless 

Business Divestiture Assets, has the 

intent and capability (including the 

necessary managerial, operational, 

technical, and financial capability) of 

competing effectively in the provision of 

mobile wireless telecommunications 

services; and 

(b) With respect to the Cellular One 

Assets, has the intent and capability 


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(including the necessary managerial, 

operational, technical, and financial 

capability) of maintaining and 

promoting the intellectual property, 

including trademarks and service marks. 

(2) Shall be accomplished so as to 

satisfy the United States, in its sole 

discretion, that none of the terms of any 

agreement between an Acquirer(s) and 

defendants shall give defendants the 

ability unreasonably to raise the 

Acquirer’s costs, to lower the Acquirer’s 

efficiency, or otherwise to interfere with 

the ability of the Acquirer to compete 

effectively. 

I. At the option of the Acquirer(s) of 

the Wireless Business Divestiture 

Assets, defendants shall enter into a 

contract for transition services 

customarily provided in connection 

with the sale of a business providing 

mobile wireless telecommunications 

services or intellectual property 

licensing sufficient to meet all or part of 

the needs of the Acquirer for a period 

of up to one year. The terms and 

conditions of any contractual 

arrangement meant to satisfy this 

provision must be reasonably related to 

market conditions. 

J. To the extent that the Divestiture 

Assets use intellectual property, as 

required to be identified by Section II.K, 

that cannot be transferred or assigned 

without the consent of the licensor or 

other third parties, defendants shall use 

their best efforts to obtain those 

consents. 

K. Defendants shall not obtain any 

additional equity interest in any 

Minority Interest entity. 

V. Appointment of Divestiture Trustee 

A. If defendants have not divested the 

Divestiture Assets within the time 

period specified in Section IV.A, 

defendants shall notify the United 

States of that fact in writing, specifically 

identifying the Divestiture Assets that 

have not been divested. Upon 

application of the United States, the 

Court shall appoint a Divestiture 

Trustee selected by the United States 

and approved by the Court to effect the 

divestiture of the Divestiture Assets. 

The Divestiture Trustee will have all the 

rights and responsibilities of the 

Management Trustee appointed 

pursuant to the Preservation of Assets 

Stipulation and Order, and will be 

responsible for: 

(1) Accomplishing divestiture of all 

Divestiture Assets transferred to the 

Divestiture Trustee from defendants, in 

accordance with the terms of this Final 

Judgment, to an Acquirer(s) approved by the 

United States, under Section IV.A of this 

Final Judgment; 

(2) Exercising the responsibilities of the 

licensee of any transferred Wireless Business 

Divestiture Assets and controlling and 

operating any transferred Wireless Business 

Divestiture Assets, to ensure that the 

businesses remain ongoing, economically 

viable competitors in the provision of mobile 

wireless telecommunications services in the 

three license areas specified in Section II.K, 

until they are divested to an Acquirer(s), and 

the Divestiture Trustee shall agree to be 

bound by this Final Judgment; and 

(3) Exercising the responsibilities of the 

licensee of any transferred Cellular One 

Assets and controlling and operating any 

transferred Cellular One Assets, to ensure 

that the business remains ongoing and that 

the obligations of Cellular One under the 

Cellular One license agreements are fulfilled, 

until they are divested to an Acquirer(s), and 

the Divestiture Trustee shall agree to be 

bound by this Final Judgment. 

B. Defendants shall submit a proposed 

trust agreement (‘‘Trust Agreement’’) to 

the United States, which must be 

consistent with the terms of this Final 

Judgment and which must receive 

approval by the United States in its sole 

discretion, who shall communicate to 

defendants within 10 business days its 

approval or disapproval of the proposed 

Trust Agreement, and which must be 

executed by the defendants and the 

Divestiture Trustee within five business 

days after approval by the United States. 

C. After obtaining any necessary 

approvals from the FCC for the 

assignment of the licenses of the 

Divestiture Assets to the Divestiture 

Trustee, defendants shall irrevocably 

divest the remaining Divestiture Assets 

to the Divestiture Trustee, who will own 

such assets (or own the stock of the 

entity owning such assets, if divestiture 

is to be effected by the creation of such 

an entity for sale to Acquirer(s)) and 

control such assets, subject to the terms 

of the approved Trust Agreement. 

D. After the appointment of a 

Divestiture Trustee becomes effective, 

only the Divestiture Trustee shall have 

the right to sell the Divestiture Assets. 

The Divestiture Trustee shall have the 

power and authority to accomplish the 

divestiture to an Acquirer(s) acceptable 

to the United States, in its sole 

judgment, at such price and on such 

terms as are then obtainable upon 

reasonable effort by the Divestiture 

Trustee, subject to the provisions of 

Sections IV, V, and VI of this Final 

Judgment, and shall have such other 

powers as this Court deems appropriate. 

Subject to Section V.G of this Final 

Judgment, the Divestiture Trustee may 

hire at the cost and expense of 

defendants the Management Trustee 

appointed pursuant to the Preservation 

of Assets Stipulation and Order and any 

investment bankers, attorneys or other 

agents, who shall be solely accountable 

to the Divestiture Trustee, reasonably 

necessary in the Divestiture Trustee’s 

judgment to assist in the divestiture. 

E. In addition, notwithstanding any 

provision to the contrary, the United 

States, in its sole discretion, may require 

defendants to include additional assets, 

or with the written approval of the 

United States, allow defendants to 

substitute substantially similar assets, 

which substantially relate to the 

Divestiture Assets to be divested by the 

Divestiture Trustee to facilitate prompt 

divestiture to an acceptable Acquirer. 

F. Defendants shall not object to a sale 

by the Divestiture Trustee on any 

ground other than the Divestiture 

Trustee’s malfeasance. Any such 

objections by defendants must be 

conveyed in writing to the United States 

and the Divestiture Trustee within 10 

calendar days after the Divestiture 

Trustee has provided the notice 

required under Section VI. 

G. The Divestiture Trustee shall serve 

at the cost and expense of defendants, 

on such terms and conditions as the 

United States approves, and shall 

account for an monies derived from the 

sale of the assets sold by the Divestiture 

Trustee and all costs and expenses so 

incurred. After approval by the Court of 

the Divestiture Trustee’s accounting, 

including fees for its services and those 

of any professionals and agents retained 

by the Divestiture Trustee, an remaining 

money shall be paid to defendants and 

the trust shall then be terminated. The 

compensation of the Divestiture Trustee 

and any professionals and agents 

retained by the Divestiture Trustee shall 

be reasonable in light of the value of the 

Divestiture Assets and based on a fee 

arrangement providing the Divestiture 

Trustee with an incentive based on the 

price and terms of the divestiture, and 

the speed with which it is 

accomplished, but timeliness is 

paramount. 

H. Defendants shall use their best 

efforts to assist the Divestiture Trustee 

in accomplishing the required 

divestitures, including their best efforts 

to effect all necessary regulatory 

approvals. The Divestiture Trustee and 

any consultants, accountants, attorneys, 

and other persons retained by the 

Divestiture Trustee shall have full and 

complete access to the personnel, books, 

records, and facilities of the businesses 

to be divested, and defendants shall 

develop financial and other information 

relevant to the assets to be divested as 

the Divestiture Trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information. Defendants shall take no 


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action to interfere with or to impede the 

Divestiture Trustee’s accomplishment of 

the divestitures. 

I. After its appointment, the 

Divestiture Trustee shall file monthly 

reports with the United States and the 

Court setting forth the Divestiture 

Trustee’s efforts to accomplish the 

divestitures ordered under this Final 

Judgment. To the extent such reports 

contain information that the Divestiture 

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, any interest in 

the Divestiture Assets, and shall 

describe in detail each contact with any 

such person. The Divestiture Trustee 

shall maintain full records of all efforts 

made to divest the Divestiture Assets. 

J. If the Divestiture Trustee has not 

accomplished the divestitures ordered 

under the Final Judgment within six 

months after its appointment, the 

Divestiture Trustee shall promptly file 

with the Court a report setting forth (1) 

the Divestiture Trustee’s efforts to 

accomplish the required divestitures, (2) 

the reasons, in the Divestiture Trustee’s 

judgment, why the required divestitures 

have not been accomplished, and (3) the 

Divestiture Trustee’s recommendations. 

To the extent such reports contain 

information that the Divestiture Trustee 

deems confidential, such reports shall 

not be filed in the public docket of the 

Court. The Divestiture 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 extending the trust and the term 

of the Divestiture Trustee’s appointment 

by a period requested by the United 

States. 

K. After defendants transfer the 

Divestiture Assets to the Divestiture 

Trustee, and until those Divestiture 

Assets have been divested to an 

Acquirer or Acquirers approved by the 

United States pursuant to Sections IV.A 

and IV.H, the Divestiture Trustee shall 

have sole and complete authority to 

manage and operate the Divestiture 

Assets and to exercise the 

responsibilities of the licensee and shall 

not be subject to any control or direction 

by defendants. Defendants shall not use, 

or retain any economic interest in, the 

Divestiture Assets transferred to the 

Divestiture Trustee, apart from the right 

to receive the proceeds of the sale or 

other disposition of the Divestiture 

Assets. 

L. The Divestiture Trustee shall 

operate the Divestiture Assets consistent 

with the Preservation of Assets 

Stipulation and Order and this Final 

Judgment, with control over operations, 

marketing, sales and Cellular One 

licensing. Defendants shall not attempt 

to influence the business decisions of 

the Divestiture Trustee concerning the 

operation and management of the 

Divestiture Assets, and shall not 

communicate with the Divestiture 

Trustee concerning divestiture of the 

Divestiture Assets or take any action to 

influence, interfere with, or impede the 

Divestiture Trustee’s accomplishment of 

the divestitures required by this Final 

Judgment, except that defendants may 

communicate with the Divestiture 

Trustee to the extent necessary for 

defendants to comply with this Final 

Judgment and to provide the Divestiture 

Trustee, if requested to do so, with 

whatever resources or cooperation may 

be required to complete divestiture of 

the Divestiture Assets and to carry out 

the requirements of the Preservation of 

Assets Stipulation and Order and this 

Final Judgment. Except as provided in 

this Final Judgment and the 

Preservation of Assets Stipulation and 

Order, in no event shall defendants 

provide to, or receive from, the 

Divestiture Trustee, the mobile wireless 

telecommunications services 

businesses, Minority Interests or the 

Cellular One business under the 

Divestiture Trustee’s control, any nonpublic or competitively sensitive 

marketing, sales, pricing or other 

information relating to their respective 

mobile wireless telecommunications 

services businesses. 

VI. Notice of Proposed Divestitures 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, defendants or the 

Divestiture Trustee, whichever is then 

responsible for effecting the divestitures 

required herein, shall notify the United 

States in writing of any proposed 

divestiture required by Section IV or V 

of this Final Judgment. If the Divestiture 

Trustee is responsible, it shall similarly 

notify defendants. 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 any ownership interest in the 

Divestiture 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 defendants, the proposed 

Acquirer(s), any other third party, or the 

Divestiture Trustee, if applicable, 

additional information concerning the 

proposed divestiture, the proposed 

Acquirer(s), and any other potential 

Acquirer. Defendants and the 

Divestiture 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 

defendants, the proposed Acquirer(s), 

any third party, and the Divestiture 

Trustee, whichever is later, the United 

States shall provide written notice to 

defendants and the Divestiture 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.F 

of this Final Judgment. Absent written 

notice that the United States does not 

object to the proposed Acquirer(s) or 

upon objection by the United States, a 

divestiture proposed under Section IV 

or Section V shall not be consummated. 

Upon objection by defendants under 

Section V.F, a divestiture proposed 

under Section V shall not be 

consummated unless approved by the 

Court. 

VII. Financing 

Defendants shall not finance all or 

any part of any divestiture made 

pursuant to Section IV or V of this Final 

Judgment. 

VIII. Preservation of Assets 

Until the divestitures required by this 

Final Judgment have been 

accomplished, defendants shall take all 

steps necessary to comply with the 

Preservation of Assets Stipulation and 

Order entered by this Court and cease 

use of the Divestiture Assets during the 

period that the Divestiture Assets are 

managed by the Management Trustee. 

Defendants shall take no action that 

would jeopardize the divestitures 

ordered by this Court. 

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 divestitures 


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have been completed under Section IV 

or V, defendants shall deliver to the 

United States an affidavit as to the fact 

and manner of its 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 interest in 

the Divestiture 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 defendants 

have taken to solicit buyers for the 

Divestiture Assets, and to provide 

required information to prospective 

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 defendants, including limitation on 

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, defendants shall deliver to the 

United States an affidavit that describes 

in reasonable detail all actions 

defendants have taken and all steps 

defendants have implemented on an 

ongoing basis to comply with Section 

VIII of this Final Judgment. Defendants 

shall deliver to the United States an 

affidavit describing any changes to the 

efforts and actions outlined in 

defendants’ earlier affidavits filed 

pursuant to this section within fifteen 

(15) calendar days after the change is 

implemented. 

C. Defendants shall keep all records of 

all efforts made to preserve and divest 

the Divestiture Assets until one year 

after such divestitures have been 

completed. 

X. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment or whether the Final 

Judgment should be modified or 

vacated, and subject to any legally 

recognized privilege, authorized 

representatives of the United States 

Department of Justice (including 

consultants and other persons retained 

by the United States) shall, upon written 

request of an authorized representative 

of the Assistant Attorney General in 

charge of the Antitrust Division, and on 

reasonable notice to defendants, be 

permitted: 

(1) Access during defendants’ office hours 

to inspect and copy, or at the United States’

option, to require defendants to provide hard 

copy or electronic copies of, all books, 

ledgers, accounts, records, data and 

documents in the possession, custody, or 

control of defendants, relating to any matters 

contained in this Final Judgment; and 

(2) To interview, either informally or on 

the record, defendants’ officers, employees, 

or agents, who may have their individual 

counsel present, regarding such matters. The 

interviews shall be subject to the reasonable 

convenience of the interviewee and without 

restraint or interference by defendants. 

B. Upon the written request of an 

authorized representative of the 

Assistant Attorney General in charge of 

the Antitrust Division, defendants shall 

submit written reports or response 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 or, 

pursuant to a customary protective 

order or waiver of confidentiality by 

defendants, the FCC, 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 defendants 

to the United States, 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 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 defendants ten (10) calendar 

days notice prior to divulging such 

material in any legal proceeding (other 

than a grand jury proceeding). 

XI. No Reacquisition 

Defendants may not reacquire or lease 

any part of the Divestiture Assets during 

the term of this Final Judgment, 

provided however that defendants shall 

not be precluded from entering into 

agreements with the Acquirer of the 

Cellular One Assets to license those 

assets for use for a period not to exceed 

one (1) year from the date of the closing 

of the Transaction. 

XII. 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. 

XIII. Expiration of Final Judgement 

Unless this Court grants an extension, 

this Final Judgment shall expire ten 

years from the date of its entry. 

XIV. 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’s 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. 

Date: llllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties 

Act, 15 U.S.C. 16. 

lllllllllllllllllll

United States District Judge. 

In the United States District Court for 

The District of Columbia 

United States of America, Plaintiff, v. 

AT&T Inc. and Dobson 

Communications Corporation, 

Defendants. 

Case Number 1:07–CV–01952, Assigned 

to: Rosemary M. Collyer, FILED: October 

30, 2007. 

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. l6(b)–(h), 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 

Defendants entered into an Agreement 

and Plan of Merger dated June 29, 2007, 

pursuant to which AT&T Inc. (‘‘AT&T’’) 

will acquire Dobson Communications 

Corporation (‘‘Dobson’’). 

Plaintiff filed a civil antitrust 

Complaint on October 30, 2007 seeking 


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to enjoin the proposed acquisition. The 

Complaint alleges that the likely effect 

of this acquisition would be to lessen 

competition substantially for mobile 

wireless telecommunications services in 

seven (7) geographic areas in the states 

of Kentucky, Missouri, Oklahoma, 

Pennsylvania and Texas, in violation of 

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

18. This loss of competition would 

result in consumers facing higher prices, 

lower quality service and fewer choices 

of mobile wireless telecommunications 

services. 

At the same time the Complaint was 

filed, plaintiff also filed a Preservation 

of Assets 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, 

defendants are required to divest (a) 

Dobson’s mobile wireless 

telecommunications services businesses 

and related assets in three (3) markets 

(‘‘Wireless Business Divestiture 

Assets’’); (b) AT&T minority interests in 

other mobile wireless 

telecommunications services providers 

in two (2) markets (‘‘Minority 

Interests’’), and (c) Dobson’s Cellular 

One Assets, which include the Cellular 

One service mark and related assets, 

(‘‘Cellular One Assets’’) (collectively the 

‘‘Divestiture Assets’’). Under the terms 

of the Preservation of Assets Stipulation 

and Order, competition will be 

maintained, and defendants will take 

certain steps to ensure that, while the 

ordered divestiture is pending the 

Wireless Business Divestiture Assets 

and Cellular One Assets are preserved 

as competitively independent, 

economically viable and ongoing 

businesses. In addition, AT&T will not 

exercise any rights associated with its 

Minority Interests to control or 

influence the operations of the 

competing mobile wireless 

telecommunications services provider. 

Plaintiff 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. Defendants have also stipulated 

that they will comply with the terms of 

the Preservation of Assets Stipulation 

and Order and the proposed Final 

Judgment from the date of signing of the 

Preservation of Assets Stipulation and 

Order, pending entry of the proposed 

Final Judgment by the Court and the 

required divestitures. Should the Court 

decline to enter the proposed Final 

Judgment, defendants have also 

committed to continue to abide by its 

requirements and those of the 

Preservation of Assets Stipulation and 

Order until the expiration of time for 

appeal. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Defendants and the Proposed 

Transaction 

AT&T, with headquarters in San 

Antonio, Texas, is a corporation 

organized and existing under the laws of 

the state of Delaware. AT&T is the 

largest communications holding 

company in the United States and 

worldwide, measured by revenue. It also 

is the largest mobile wireless 

telecommunications services provider 

in the United States, measured by 

subscribers, providing mobile wireless 

telecommunications services in 50 

states and serving in excess of 63 

million subscribers. In 2006, AT&T 

earned approximately $37.53 billion in 

mobile wireless telecommunications 

services revenues. 

Dobson, with headquarters in 

Oklahoma City, Oklahoma, is a 

corporation organized and existing 

under the laws of the state of Oklahoma. 

Dobson is the ninth largest mobile 

wireless telecommunications services 

provider in the United States, measured 

by subscribers, and provides mobile 

wireless telecommunications services in 

17 states. It has approximately 1.7 

million subscribers. Dobson also owns 

Cellular One Properties, LLC, an 

Oklahoma limited liability company, 

engaged in the business of licensing the 

Cellular One brand and promoting the 

Cellular One service mark and certain 

related trademarks, service marks and 

designs. In 2006, Dobson earned 

approximately $1.3 billion in revenues. 

Pursuant to an Agreement and Plan of 

Merger dated June 29, 2007, AT&T will 

acquire Dobson for approximately $2.8 

billion. If this transaction is 

consummated, AT&T and Dobson 

combined would have approximately 65 

million subscribers in the United States, 

with $37.54 billion in mobile wireless 

telecommunications services revenues. 

The proposed transaction, as initially 

agreed to by defendants, would lessen 

competition substantially for mobile 

wireless telecommunications services in 

seven (7) relevant geographic markets. 

This acquisition is the subject of the 

Complaint and proposed Final 

Judgment filed by plaintiff. 

B. Mobile Wireless Telecommunications 

Services Industry 

Mobile wireless telecommunications 

services allow customers to make and 

receive telephone calls and use data 

services using radio transmissions 

without being confined to a small area 

during the call or data session and 

without the need for unobstructed lineof-sight to the radio tower. More than 

233 million people in the United States 

own mobile wireless telephones and 

annual revenues from the sale of mobile 

wireless telecommunications services in 

the United States were over $125 billion 

in 2006. To meet this strong demand for 

mobility, mobile wireless 

telecommunications services providers 

must deploy extensive networks of 

switches and radio transmitters and 

receivers and interconnect their 

networks with the networks of wireline 

carriers and other mobile wireless 

telecommunications services providers. 

First-generation mobile wireless voice 

systems based on analog technology, 

now referred to as ‘‘1 G’’ technology, 

were initially launched after the Federal 

Communications Commission (‘‘FCC’’) 

issued the first spectrum licenses for 

mobile wireless telecommunications 

services in the early to mid-1980s. The 

FCC issued two cellular licenses (Ablock and B-block) in each Metropolitan 

Statistical Area (‘‘MSA’’) and Rural 

Service Area (‘‘RSA’’) (collectively, 

‘‘Cellular Marketing Areas’’ or ‘‘CMAs’’), 

with a total of 734 CMAs covering the 

entire United States. Each license 

consists of 25 MHz of spectrum in the 

800 MHz band. 

In 1995, the FCC licensed additional 

spectrum for the provision of Personal 

Communications Services (‘‘PCS ‘‘), a 

category of services that includes mobile 

wireless telecommunications services 

comparable to those offered by cellular 

licensees. These licenses are in the 1900 

MHz band and are divided into six 

blocks: A, B, and C, which consist of 30 

MHz each; and D, E, and F, which 

consist of 10 MHz each. Geographically, 

the A and B-block 30 MHz licenses are 

issued by Major Trading Areas 

(‘‘MTAs’’), and C, D, E, and F-block 

licenses are issued by Basic Trading 

Areas (‘‘BTAs’’), several of which 

comprise each MTA. MTAs and BTAs 

do not generally correspond to MSAs 

and RSAs. 

With the introduction of the PCS 

licenses, both cellular and PCS licensees 

began offering digital services. The use 

of digital technology enabled providers 

to increase network capacity, develop 

smaller handsets, and extend handset 

battery life. In addition, in 1996, one 

provider, a specialized mobile radio 


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(‘‘SMR’’ or ‘‘dispatch’’) spectrum 

licensee, began to use its SMR spectrum 

to offer mobile wireless 

telecommunications services 

comparable to those offered by other 

mobile wireless telecommunications 

services providers, in conjunction with 

its dispatch, or ‘‘push-to-talk,’’ service. 

Although there are a number of 

providers holding spectrum licenses in 

each area of the country, not all 

providers have fully built out their 

networks throughout each license area. 

In particular, because of the 

characteristics of PCS spectrum, 

providers holding this type of spectrum 

have found it less attractive to build out 

in rural areas. 

The vast majority of U.S. consumers 

have multiple choices for mobile 

wireless telecommunications service, 

with more than 98 percent of the total 

population residing in counties where 

three or more mobile wireless 

telecommunications services operators 

offer digital service. Nearly all mobile 

wireless voice service has migrated to 

second-generation or ‘‘2G’’ digital 

technologies, GSM (global standard for 

mobility, a standard used by all carriers 

in Europe), and CDMA (code division 

multiple access). Even more advanced 

technologies (‘‘2.5G’’ and ‘‘3G’’), based 

on the earlier 2G technologies, have 

been deployed for mobile wireless data 

services. 

C. The Competitive Effects of the 

Transaction on Mobile Wireless 

Telecommunications Services 

Mobile wireless telecommunications 

services allow customers to maintain 

their telephone calls or data sessions 

without wires when they are moving 

from place to place and include both 

voice and data services provided over a 

radio network. There are no costeffective alternatives to mobile wireless 

telecommunications services. Because 

fixed wireless services do not allow 

customers to maintain their calls or data 

sessions while moving and do not 

permit the placement and receipt of 

calls from different locations, they are 

not regarded by consumers as a 

reasonable substitute for mobile 

wireless telecommunications services. It 

is unlikely that a sufficient number of 

customers would switch from mobile 

wireless telecommunications services so 

as to make a small but significant 

increase in the price of those services 

unprofitable. 

A large majority of customers use 

mobile wireless telecommunications 

services in close proximity to their 

workplaces and homes. Thus, customers 

purchasing mobile wireless 

telecommunications services choose 

among mobile wireless 

telecommunications services providers 

that offer services where they live, work, 

and travel on a regular basis. The 

number and identity of mobile wireless 

telecommunications services providers 

varies among geographic areas, as does 

the quality of services and breadth of 

geographic coverage offered by 

providers. Mobile wireless 

telecommunications services providers 

can and do offer different promotions, 

discounts, calling plans, and equipment 

subsidies in different geographic areas, 

thereby varying the price charged by 

geographic area. 

The United States comprises 

numerous local geographic markets for 

mobile wireless telecommunications 

services. The geographic areas in which 

the FCC has licensed mobile wireless 

telecommunications services providers 

often represent the core areas in which 

an individual consumer would use 

mobile wireless telecommunications 

services, those being the areas in which 

an individual customer resides, works, 

and travels. The relevant geographic 

markets in which this transaction will 

substantially lessen competition in 

mobile wireless telecommunications 

services are effectively represented, but 

not defined, by the following FCC 

spectrum licensing areas: Kentucky 

RSA–6 (CMA 448); Kentucky RSA–8 

(CMA 450); Missouri RSA–1 (CMA 504); 

Oklahoma RSA–5 (CMA 600); 

Pennsylvania RSA–5 (CMA 616); Texas 

RSA–9 (CMA 660); and Texas RSA–11 

(CMA 662). It is unlikely that a 

sufficient number of customers would 

switch to mobile wireless 

telecommunications services providers 

in a different geographic market to make 

a small but significant price increase in 

the relevant geographic markets 

unprofitable. 

The seven (7) geographic markets of 

concern for mobile wireless 

telecommunications services were 

identified by plaintiff via a fact-specific, 

market-by-market analysis that included 

consideration of, but was not limited to, 

the following factors: the number of 

mobile wireless telecommunications 

services providers and their competitive 

strengths and weaknesses; AT&T’s and 

Dobson’s market shares, along with 

those of the other providers; whether 

additional spectrum is, or is likely soon 

to be, available; whether any providers 

are limited by insufficient spectrum or 

other factors in their ability to add new 

customers; the concentration of the 

market, and the breadth and depth of 

coverage by different providers in each 

market; the likelihood that any provider 

would expand its existing coverage or 

that new providers would enter; 

whether AT&T or Dobson own rights to 

control or influence the competitive 

operations of another provider in the 

market; and the particular rights 

associated with any such minority 

interests. 

1. Overlap Areas 

a. AT&T/Dobson Overlap Markets 

AT&T and Dobson each own a 

business that offers mobile wireless 

telecommunications services in three 

relevant geographic areas: Kentucky 

RSA–6 (CMA 448); Kentucky RSA–8 

(CMA 450); and Oklahoma RSA–5 

(CMA 600). In each of these areas, either 

AT&T or Dobson has the largest share of 

subscribers and the other defendant is a 

particularly strong and important 

competitor. The companies controlled 

by AT&T and Dobson collectively 

account for between 63 percent and 97 

percent of subscribers in these areas. As 

measured by the Herfindahl-Hirschman 

Index (‘‘HHI’’), which is commonly 

employed in merger analysis and is 

defined and explained in Appendix A to 

the Complaint, concentration in these 

markets ranges from over 3100 to more 

than 7900, which is well above the 1800 

threshold at which the Department 

considers a market to be highly 

concentrated. After AT&T’s proposed 

acquisition of Dobson is consummated, 

the HHls in the relevant geographic 

markets will range from over 5200 to 

over 9400, with increases in the HHI as 

a result of the merger ranging from over 

1400 to over 2300, significantly beyond 

the thresholds at which the Department 

considers a transaction likely to cause 

competitive harm. 

b. AT&T Minority Interest Markets 

In two relevant geographic areas, 

Missouri RSA–1 (CMA 504) and Texas 

RSA–9 (CMA 660), Dobson owns a 

business that offers mobile wireless 

telecommunications services and AT&T 

has a minority interest in a competing 

business. In Missouri RSA–1 , AT&T’s 

minority equity interest is in Northwest 

Missouri Cellular Limited Partnership’s 

business. In Texas RSA–9, AT&T’s 

minority equity interest is in Mid-Tex 

Cellular, Ltd. In these areas, either 

Dobson or the business in which AT&T 

has a minority interest has the largest 

share and the other firm is a particularly 

strong and important competitor in all, 

or a large part, of the RSA. In both areas, 

the businesses in which AT&T and 

Dobson have an interest collectively 

account for in excess of 70 percent of 

mobile wireless subscribers. 

Although AT&T’s minority equity 

interests in Northwest Missouri Cellular 

LP and Mid-Tex Cellular, Ltd. are small, 


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AT&T has significant rights under each 

relevant partnership agreement to 

control core business decisions, obtain 

critical confidential competitive 

information, and share in profits at a 

rate significantly greater than the equity 

ownership share upon a sale of the 

partnership. Post-merger, AT&T would 

likely have the ability and incentive to 

coordinate the activities of the whollyowned Dobson wireless business and 

the business in which it has a minority 

stake, and/or undermine the ability of 

the latter to compete against the former. 

Such activity would likely result in a 

significant lessening of competition. 

c. AT&T/Cellular One Overlap Markets 

In two relevant geographic areas, 

Pennsylvania RSA–5 (CMA 616) and 

Texas RSA–11 (CMA 662), AT&T owns 

a business that offers mobile wireless 

telecommunications services, and a 

competing mobile wireless 

telecommunications business operates 

under the Cellular One brand name that 

AT&T would acquire from Dobson 

pursuant to the proposed transaction. In 

these areas, AT&T has the largest share 

of subscribers and the mobile wireless 

telecommunications business operating 

under the Cellular One brand name is a 

particularly strong and important 

competitor. In each area, AT&T and the 

Cellular One licensee collectively 

account for in excess of 65 percent 

subscribers. 

The Cellular One brand name was 

first used in 1984. In 1989, the Cellular 

One Group partnership was formed to 

maintain and promote the Cellular One 

brand, a licensed trade name. In 1995, 

the partnership offered to license the 

brand to all A block cellular providers. 

Presently, approximately nine mobile 

wireless telecommunications services 

providers in addition to Dobson license 

the Cellular One brand and offer 

services to their customers under that 

brand. Under the terms of the Cellular 

One licensing agreements it has entered 

into with other mobile wireless 

telecommunications services providers, 

it is required to promote and maintain 

the value of the mark. Through its 

planned purchase of Dobson, AT&T will 

acquire the rights to the Cellular One 

trademarks, trade names, service marks, 

service names, and designs for the 

Cellular One brand name, as well as the 

agreements to license the Cellular One 

brand to other mobile wireless 

telecommunications services providers. 

The providers that continue to license 

and use the Cellular One brand have 

invested considerable resources in 

developing and building the brand. The 

Cellular One brand is thus an important 

input to these firms’ provision of mobile 

wireless telecommunications services. If 

their ability to use the brand were to be 

impaired or eliminated, they would 

suffer considerable costs and effective 

competition in these markets would be 

harmed. Because AT&T offers and 

markets wireless services under its own 

AT&T brand, it has little or no incentive 

to use or maintain the Cellular One 

brand. In the two relevant geographic 

areas where a Cellular One licensee is 

a primary competitor to AT&T in the 

mobile wireless telecommunications 

services market, AT&T would have the 

incentive and ability to impair the 

effectiveness of the Cellular One brand, 

or even deny a license to the current 

licensee entirely, since by doing so, it 

could reduce competition by 

significantly increasing costs to a 

primary competitor at little or no cost to 

itself. Although current Cellular One 

licensees could, in theory, re-brand their 

mobile wireless service in response to 

such conduct, not only would such a 

process be difficult, expensive, and 

disruptive, but it is unlikely that 

another brand could be obtained that 

would be as widely-recognized or as 

effective in promoting mobile wireless 

telecommunications services as the 

Cellular One brand. 

2. Competitive Impact 

In all seven relevant geographic 

markets, the mobile wireless 

telecommunications businesses wholly 

or partially owned by AT&T and 

Dobson, and/or the Cellular One 

licensee, own all or most of the 800 

MHz band cellular spectrum licenses, 

which are more efficient in serving rural 

areas than 1900 MHz band PCS 

spectrum. As a result of holding the 

cellular spectrum licenses and being 

early entrants into these markets, the 

networks wholly or partly owned by 

AT&T, Dobson, or the Cellular One 

licensee provide greater depth and 

breadth of coverage than their PCSbased competitors. A mobile wireless 

telecommunications services provider 

with limited coverage in a geographic 

area typically does not aggressively 

market its services in that area because 

it can service customers only through a 

roaming arrangement with a more builtout competitor under which it must pay 

roaming charges to, and rely on, its 

competitor to maintain the quality of the 

network and to support new features. 

The mobile wireless businesses wholly 

or partly owned by AT&T or Dobson in 

five of the relevant areas, and by AT&T 

and the Cellular One licensee in the 

other two relevant areas, accordingly, 

are, for a large set of customers, likely 

closer substitutes for each other than the 

other mobile wireless 

telecommunications services in these 

markets provided by firms who own 

only PCS spectrum. 

Competition between the businesses 

wholly or partly owned by AT&T and 

Dobson, or between AT&T and the 

Cellular One licensee, in the relevant 

geographic markets has resulted in 

lower prices and higher quality in 

mobile wireless telecommunications 

services, than would otherwise have 

existed in these geographic markets. In 

these areas, many consumers consider 

businesses wholly or partly owned by 

AT&T, Dobson, or the Cellular One 

licensee to be the most attractive 

competitors because other providers’

networks lack coverage or provide 

lower-quality service. 

Competition will be substantially 

lessened to the detriment of consumers 

if AT&T’s proposed acquisition of 

Dobson is consummated without the 

required divestitures: (a) Competition 

between AT&T and Dobson in mobile 

wireless telecommunications services 

will be eliminated in the three AT&T/ 

Dobson overlap geographic markets and 

the relevant markets for mobile wireless 

telecommunications services will 

become substantially more 

concentrated; (b) AT &T would have the 

incentive and ability to diminish 

competition in mobile wireless 

telecommunications services between 

Dobson and the businesses partly 

owned by AT&T in the two AT&T 

minority ownership geographic markets; 

and (c) AT&T’s acquisition of the rights 

to the Cellular One brand would give 

AT&T the incentive and ability to 

diminish the Cellular One licensee’s 

ability to compete effectively in the two 

AT&T/Cellular One overlap geographic 

markets. In all seven relevant 

geographic areas, the merged firm will 

have the incentive and ability to 

increase prices, diminish the quality or 

quantity of services provided, and 

refrain from or delay making 

investments in network improvements. 

3. Entry 

Entry by a new mobile wireless 

telecommunications services provider 

in the relevant geographic markets 

would require the acquisition of 

spectrum licenses and the build-out of 

a network, and thus would be difficult, 

time-consuming, and expensive. 

Although a number of other firms in the 

relevant geographic areas own 1900 

MHz PCS spectrum, the propagation 

characteristics of that spectrum are such 

that signals extend to a significantly 

smaller area than do 800 MHz cellular 

signals. The relatively higher cost of 

building out 1900 MHz spectrum, 

combined with the relatively low 


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Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 65073 

population density of the areas in 

question, make it unlikely that 

competitors with 1900 MHz spectrum 

will build out their networks to reach 

the entire area served by AT&T and 

Dobson. Although additional spectrum 

has been and will be made available 

through FCC auctions, it is unlikely that 

additional mobile wireless 

telecommunications services based on 

this spectrum will be deployed in the 

near future in the relevant geographic 

areas. Therefore, new entry in response 

to a small but significant price increase 

for mobile wireless telecommunications 

services by the merged firm in the 

relevant geographic markets would not 

be timely, likely, or sufficient to thwart 

the competitive harm resulting from 

AT&T’s proposed acquisition of Dobson, 

if it were to be consummated. 

For these reasons, the United States 

concluded that AT&T’s proposed 

acquisition of Dobson will likely 

substantially lessen competition, in 

violation of Section 7 of the Clayton 

Act, in the provision of mobile wireless 

telecommunications services in the 

seven relevant geographic markets 

alleged in the Complaint. 

III. Explanation of the Proposed Final 

Judgment 

The divestiture requirements of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisition in mobile wireless 

telecommunications services in the 

seven (7) geographic markets of concern. 

The proposed Final Judgment requires 

defendants, within one hundred twenty 

(120) days after the consummation of 

the Transaction, or five (5) days after 

notice of the entry of the Final Judgment 

by the Court, whichever is later, to 

divest the Wireless Business Divestiture 

Assets, the Minority Interests and the 

Cellular One Assets. The Wireless 

Business Divestiture Assets are 

essentially Dobson’s entire mobile 

wireless telecommunications services 

businesses in the three (3) markets 

where AT&T and Dobson are each 

other’s closest competitors for mobile 

wireless telecommunications services. 

These assets must be divested in such 

a way as to satisfy plaintiff in its sole 

discretion that they will be operated by 

the purchaser as a viable, ongoing 

business that can compete effectively in 

each relevant market. Defendants must 

take all reasonable steps necessary to 

accomplish the divestitures quickly and 

shall cooperate with prospective 

purchasers. 

In requiring the divestitures, plaintiff 

seeks to make certain that the potential 

buyer acquires all the assets it may need 

to be a viable competitor and replace the 

competition lost by the merger. The 25 

MHz of cellular spectrum that must be 

divested is sufficient to support the 

operation and expansion of the mobile 

wireless telecommunications services 

businesses being divested, enabling the 

buyer to be a viable competitor to the 

merged entity. Plaintiff is not requiring 

the divestiture of the 10 MHz of PCS 

spectrum held by Dobson in the three 

(3) divestiture markets because that 

spectrum is not essential to the viability 

of the business to be divested. 

Moreover, in none of the three markets 

does Dobson’s PCS spectrum holdings 

cover all counties in the RSA. 

In the two relevant geographic 

markets where AT&T owns a minority 

interest in another mobile wireless 

services provider, the proposed Final 

Judgment requires defendants to divest 

or withdraw from these Minority 

Interests. The informational and control 

rights associated with the minority 

interests created concerns that allowing 

the merged firm to continue to hold its 

existing interest and rights would 

diminish competition in markets where 

Dobson and the firm in which AT&T 

holds an interest were particularly 

strong, close competitors. Requiring 

AT&T to relinquish its ownership and 

control rights in these entities, through 

divestiture or withdrawal, would 

eliminate the combined company’s 

ability and incentive to limit 

competition between itself and the 

entities in which it owns minority 

interests. 

The Cellular One Assets consist of all 

right, title and interest in trademarks, 

trade names, service marks, service 

names, designs, and intellectual 

property, all license agreements for use 

of the Cellular One mark, technical 

information, computer software and 

related documentation, and all records 

relating to the Cellular One Assets. The 

proposed acquisition raised concerns 

that in two (2) markets, AT&T would 

have the incentive and ability to 

substantially impair the ability of its 

primary competitor, a Cellular One 

licensee, to compete effectively. Under 

the proposed Final Judgment, the 

defendants are required to divest the 

Cellular One Assets to a buyer with the 

intent and capability to maintain and 

promote the Cellular One brand such 

that the current Cellular One licensees 

can continue to effectively use the brand 

to compete. 

A. Timing of Divestitures 

In antitrust cases involving mergers or 

joint ventures in which the United 

States seeks a divestiture remedy, it 

requires completion of the divestitures 

within the shortest time period 

reasonable under the circumstances. 

Section IV.A.g of the proposed Final 

Judgment in this case requires 

divestiture of the Divestiture Assets, 

within one hundred twenty (120) days 

after the consummation of the 

Transaction, or five (5) days after notice 

of the entry of the Final Judgment by the 

Court, whichever is later. Plaintiff in its 

sole discretion may extend the date for 

divestiture of the Divestiture Assets by 

up to sixty (60) days. Because the FCC’s 

approval is required for the transfer of 

the wireless licenses to a purchaser, 

Section IV.A provides that if 

applications for transfer of a wireless 

license have been filed with the FCC, 

but the FCC has not acted dispositively 

before the end of the required 

divestiture period, the period for 

divestiture of those assets shall be 

extended until five (5) days after the 

FCC has acted. This extension is to be 

applied only to the individual Wireless 

Business Divestiture Assets affected by 

the delay in approval of the license 

transfer and does not entitle defendants 

to delay the divestiture of any other 

Divestiture Assets for which license 

transfer approval is not required or has 

been granted. 

The divestiture timing provisions of 

the proposed Final Judgment win 

ensure that the divestitures are carried 

out in a timely manner, and at the same 

time will permit defendants an adequate 

opportunity to accomplish the 

divestitures through a fair and orderly 

process. Even if all Divestiture Assets 

have not been divested upon 

consummation of the transaction, there 

should be no adverse impact on 

competition given the limited duration 

of the period of common ownership and 

the detailed requirements of the 

Preservation of Assets Stipulation and 

Order. 

B. Use of a Management Trustee 

The Preservation of Assets Stipulation 

and Order, filed simultaneously with 

this Competitive Impact Statement, 

ensures that, prior to divestiture, the 

Divestiture Assets are maintained, the 

Wireless Business Divestiture Assets 

remain an ongoing business concern, 

the Cellular One Assets remain 

economically viable, and defendants 

will not exercise any legal or equitable 

rights it may have in the Minority 

Interest entities. The Preservation of 

Assets Stipulation and Order is 

designed to ensure that the Divestiture 

Assets will be preserved and remain 

independent of defendants, so that 

competition is maintained during the 

pendency of the ordered divestiture. 

The Preservation of Assets Stipulation 

and Order appoints a management 


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65074 Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 

trustee selected by plaintiff to oversee 

the Wireless Business Divestiture Assets 

and the Cellular One Assets in the 

relevant geographic markets. The 

appointment of a management trustee in 

this situation is required because the 

Wireless Business Divestiture Assets are 

not independent facilities that can be 

held separate and operated as standalone units by the merged firm. Rather, 

the Wireless Business Divestiture Assets 

are an integral part of a larger network 

and, to maintain their competitive 

viability and economic value, they 

should remain part of that network 

during the divestiture period. A 

management trustee is necessary to 

oversee the continuing relationship 

between defendants and these assets, to 

ensure that these assets are preserved 

and supported by defendants during 

this period, yet run independently. The 

management trustee will also preserve 

and ensure the viability of the Cellular 

One Assets. The management trustee 

will have the power to operate the 

Wireless Business Divestiture Assets 

and the Cellular One Assets in the 

ordinary course of business, so that they 

will remain independent and 

uninfluenced by defendants, and so that 

the Wireless Business Divestiture Assets 

remain an ongoing and economically 

viable competitor to defendants and to 

other mobile wireless 

telecommunications services providers. 

The management trustee will preserve 

the confidentiality of competitively 

sensitive marketing, pricing, and sales 

information; ensure defendants’

compliance with the Preservation of 

Assets Stipulation and Order and the 

proposed Final Judgment; and maximize 

the value of the Wireless Business 

Divestiture Assets and the Cellular One 

Assets so as to permit expeditious 

divestiture in a manner consistent with 

the proposed Final Judgment. Because 

defendants have agreed in the 

Preservation of Assets Stipulation and 

Order to forego exercising any rights 

they may have with respect to the 

Minority Interests pending disposal of 

those interests, and defendants do not 

have an active day-to-day role in 

managing the businesses of the Minority 

Interest Entities, it is unnecessary for 

the Minority Interests to be operated by 

the Management Trustee. 

The Preservation of Assets Stipulation 

and Order provides that defendants will 

pay all costs and expenses of the 

management trustee, including the cost 

of consultants, accountants, attorneys, 

and other representatives and assistants 

hired by the management trustee as are 

reasonably necessary to carry out his or 

her duties and responsibilities. After his 

or her appointment becomes effective, 

the management trustee will file 

monthly reports with plaintiffs setting 

forth efforts taken to accomplish the 

goals of the Preservation of Assets 

Stipulation and Order and the proposed 

Final Judgment and the extent to which 

defendants are fulfilling their 

responsibilities. Finally, the 

management trustee may become the 

divestiture trustee, pursuant to the 

provisions of Section Y of the proposed 

Final Judgment. 

c. Use of a Divestiture Trustee 

In the event that defendants do not 

accomplish the divestiture within the 

periods prescribed in the proposed 

Final Judgment, the Final Judgment 

provides that the Court will appoint a 

trustee selected by plaintiff to effect the 

divestitures. As part of this divestiture, 

defendants must relinquish any direct 

or indirect financial ownership interests 

and any direct or indirect role in 

management or participation in control. 

Pursuant to Section V of the proposed 

Final Judgment, the divestiture trustee 

will own and control the Divestiture 

Assets until they are sold to a final 

purchaser, subject to safeguards to 

prevent defendants from influencing 

their operation. 

Section V details the requirements for 

the establishment of the divestiture 

trust, the selection and compensation of 

the divestiture trustee, the 

responsibilities of the divestiture trustee 

in connection with the divestiture and 

operation of the Divestiture Assets, and 

the termination of the divestiture trust. 

The divestiture trustee will have the 

obligation and the sole responsibility, 

under Section V.D, for the divestiture of 

any transferred Divestiture Assets. The 

divestiture trustee has the authority to 

accomplish divestitures at the earliest 

possible time and ‘‘at such price and on 

such terms as are then obtainable upon 

reasonable effort by the Divestiture 

Trustee.’’ In addition, to ensure that the 

divestiture trustee can promptly locate 

and divest to an acceptable purchaser, 

plaintiff, in its sole discretion, may 

require defendants to include additional 

assets, or allow defendants to substitute 

substantially similar assets, which 

substantially relate to the Divestiture 

Assets to be divested by the divestiture 

trustee. 

The divestiture trustee will not only 

have responsibility for sale of the 

Divestiture Assets, but will also be the 

authorized holder of the wireless 

licenses, with full responsibility for the 

operations, marketing, and sales of the 

wireless businesses to be divested, and 

will not be subject to any control or 

direction by defendants. Defendants 

will no longer have any role in the 

ownership, operation, or management of 

the Divestiture Assets other than the 

right to receive the proceeds of the sale. 

Defendants will also retain certain 

obligations to support to the Divestiture 

Assets and cooperate with the 

divestiture trustee in order to complete 

the divestiture. 

The proposed Final Judgment 

provides that defendants will pay all 

costs and expenses of the divestiture 

trustee. The divestiture trustee’s 

commission will be structured, under 

Section V.G of the proposed Final 

Judgment, so as to provide an incentive 

for the divestiture trustee based on the 

price obtained and the speed with 

which the divestitures are 

accomplished. After his or her 

appointment becomes effective, the 

divestiture trustee will file monthly 

reports with the Court and plaintiff 

setting forth his or her efforts to 

accomplish the divestitures. Section V.J 

requires the divestiture trustee to divest 

the Divestiture Assets to an acceptable 

purchaser or purchasers no later than 

six (6) months after the assets are 

transferred to the divestiture trustee. At 

the end of six (6) months, if all 

divestitures have not been 

accomplished, the trustee and plaintiff 

will make recommendations to the 

Court, which shall enter such orders as 

appropriate in order to carry out the 

purpose of the Final Judgment, 

including extending the trust or term of 

the trustee’s appointment. 

The divestiture provisions of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

transaction in the provision of mobile 

wireless telecommunications services. 

The divestitures of the Wireless 

Business Divestiture Assets and 

Minority Interests will preserve 

competition in mobile wireless 

telecommunications services by 

maintaining an independent and 

economically viable competitor in the 

relevant geographic markets. The 

divestiture of the Cellular One Assets 

will ensure that the Cellular One brand 

will be preserved and maintained so 

that the current Cellular One licensees 

can continue to compete effectively. 

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 costs and reasonable 

attorneys’ fees. Entry of the proposed 

Final Judgment will neither impair nor 


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Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 65075 

1The 2204 amendments substituted ‘‘shall’’ for 

‘‘may’’ in directing relevant factors for court to 

consider and amended the list of factors to focus on 

competitive considerations and to address 

potentially ambiguous judgment terms. Compare 15 

U.S.C. 16(e)(2004), with 15 U.S.C. 16(e)(1) (2006). 

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’’); 

United States v. Gillette Co., 406 F. Supp. 713, 716 

(D. Mass. 1975) (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’ ’’). 

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 person 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 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 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: Nancy M. Goodman Chief, 

Telecommunications and Media 

Enforcement Section, Antitrust 

Division, U.S. Department of Justice, 

1401 H Street, NW., Suite 8000, 

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 

Plaintiff considered, as an alternative 

to the proposed Final Judgment, a full 

trial on the merits against defendants. 

Plaintiff could have continued the 

litigation and sought preliminary and 

permanent injunctions against AT&T’s 

acquisition of Dobson. Plaintiff is 

satisfied, however, that the divestiture 

of assets and other relief described in 

the proposed Final Judgment will 

preserve competition for the provision 

of mobile wireless telecommunications 

services in the relevant markets 

identified in the Complaint. 

VII. Standard of Review Under the 

APPA for the Proposed Final Judgment 

The Clayton Act, as amended by the 

APPA, requires that proposed consent 

judgments in antitrust cases brought by 

the United States be subject to a sixtyday 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)(l). 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); see generally 

United States v. SBC Commuc’ns, Inc., 

489 F. Supp. 2d 1, 11 (D.D.C. 2007) 

(concluding that the 2004 amendments 

‘‘effected minimal changes’’ to scope of 

review under Tunney Act, leaving 

review ‘‘sharply proscribed by 

precedent and the nature of Tunney Act 

proceedings’’).1

As the United States 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 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. 

Microsoft Corp., 56 F.3d 1448, 1458–62 

(D.C. Cir. 1995). 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 

effectiveness of antitrust enforcement by 

consent decree. 

Bechtel, 648 F.2d at 666 (emphasis 

added) (citations omitted).2 In making 

its public interest determination, a 

district court ‘‘must accord deference to 

the government’s predictions about the 

efficacy of its remedies, and may not 

require that the remedies perfectly 

match the alleged violations because 

this may only reflect underlying 

weakness in the government’s case or 

concessions made during negotiation.’’

SBC Commc’ns, 489 F. Supp. 2d at 17; 

see also Microsoft, 56 F.3d at 1461 

(noting the need for courts to be 

‘‘deferential to the government’s 

predictions as to the effect of the 

proposed remedies’’); United States v. 

Archer-Daniels-Midland Co., 272 F. 

Supp. 2d 1,6 (D.D.C. 2003) (noting that 

the court should grant due respect to the 

United States’ prediction as to the effect 

of proposed remedies, its perception of 

the market structure, and its views of 

the nature of the case). 

Court approval of a consent decree 

requires a standard more flexible and 

less strict than that appropriate to court 

adoption of a litigated decree following 

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 interest.’ ’’

United States v. Am. Tel. & Tel. Co., 552 

F. Supp. 131, 151 (D.D.C. 1982) 


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65076 Federal Register / Vol. 72, No. 222 / Monday, November 19, 2007 / Notices 

3See United States v. Enova Corp., 107 F. Supp. 

2d 10, 17 (D.D.C. 2000) (noting that the ‘‘Tunney 

Act expressly allows the court to make its public 

interest determination on the basis of the 

competitive impact statement and response to 

comments alone’’); S. Rep. No. 93–298, 93d Cong., 

1st Sess., at 6 (1973) (‘‘Where the public interest can 

be meaningfully evaluated simply on the basis of 

briefs and oral arguments, that is the approach that 

should be utilized.’’); United States v. Mid-Am. 

Dairymen, Inc., 1977–1 Trade Cas. (CCH) ¶ 61,508, 

at 71,980 (W.D. Mo. 1977) (‘‘Absent 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 responses to comments in 

order to determine whether those explanations are 

reasonable under the circumstances.’’). 

(citations omitted) (quoting United 

States v. Gillette Co., 406 F. Supp. 

713,716 (D. Mass. 1975)), affd 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 though the court 

would have imposed a greater remedy). 

To meet this standard, the United States 

‘‘need only provide a factual basis for 

concluding that the settlements are 

reasonably adequate remedies for the 

alleged harms.’’ SBC Commc’ns, 489 F. 

Supp. 2d at 17. 

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. As this Court 

recently confirmed in SBC 

Communications, courts ‘‘cannot look 

beyond the complaint in making the 

public interest determination unless the 

complaint is drafted so narrowly as to 

make a mockery of judicial power.’’ SBC 

Commc’ns, 489 F. Supp. 2d at 15. 

In its 2004 amendments, Congress 

made clear its intent to preserve the 

practical benefits of utilizing consent 

decrees in antitrust enforcement, adding 

the unambiguous instruction ‘‘[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). The language wrote into 

the statute what the Congress that 

enacted the Tunney Act in 1974 

intended, as Senator Tunney then 

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 Senator Tunney). Rather, the 

procedure for the public interest 

determination is left to the discretion of 

the court, with the recognition that the 

court’s ‘‘scope of review remains 

sharply proscribed by precedent and the 

nature of Tunney Act proceedings.’’

SBC Commc’ns, 489 F. Supp. 2d at 11.3

VIII. Determinative Documents 

There are no determinative materials 

or documents within the meaning of the 

APPA that were considered by plaintiff 

United States in formulating the 

proposed Final Judgment. 

DATED: October 30, 2007. 

Respectfully submitted, 

llllllll 

Hillary B. Burchuk (D.C. Bar No. 366755), 

Lawrence M. Frankel (DC Bar No. 441532), 

Rebekah P. Goodheart (DC Bar No. 

472673), 

Attorneys, Telecommunications & Media 

Enforcement Section, Antitrust Division, 

U.S. Department of Justice, City Center 

Building, 1401 H Street, NW., Suite 8000, 

Washington, DC 20530. (202) 514–5621, 

Facsimile: (202) 514–6381. 

[FR Doc. 07–5719 Filed 11–16–07; 8:45 am] 

BILLING CODE 4410-11-M 

DEPARTMENT OF LABOR 

Mine Safety and Health Administration 

Petitions for Modification 

AGENCY: Mine Safety and Health 

Administration, Labor. 

ACTION: Notice of petitions for 

modification of existing mandatory 

safety standards. 

SUMMARY: Section 101(c) of the Federal 

Mine Safety and Health Act of 1977 and 

30 CFR Part 44 govern the application, 

processing, and disposition of petitions 

for modification. This notice is a 

summary of petitions for modification 

filed by the parties listed below to 

modify the application of existing 

mandatory safety standards published 

in Title 30 of the Code of Federal 

Regulations. 

DATES: All comments on the petitions 

must be received by the Office of 

Standards, Regulations, and Variances 

on or before December 19, 2007. 

ADDRESSES: You may submit your 

comments, identified by ‘‘docket 

number’’ on the subject line, by any of 

the following methods: 

1. Electronic mail: StandardsPetitions@dol.gov. 

2. Facsimile: 1–202–693–9441. 

3. Regular Mail: MSHA, Office of 

Standards, Regulations, and Variances, 

1100 Wilson Boulevard, Room 2349, 

Arlington, Virginia 22209, Attention: 

Patricia W. Silvey, Director, Office of 

Standards, Regulations, and Variances. 

4. Hand-Delivery or Courier: MSHA, 

Office of Standards, Regulations, and 

Variances, 1100 Wilson Boulevard, 

Room 2349, Arlington, Virginia 22209, 

Attention: Patricia W. Silvey, Director, 

Office of Standards, Regulations, and 

Variances. 

We will consider only comments 

postmarked by the U.S. Postal Service or 

proof of delivery from another delivery 

service such as UPS or Federal Express 

on or before the deadline for comments. 

Individuals who submit comments by 

hand-delivery are required to check in 

at the receptionist desk on the 21st 

floor. 

Individuals may inspect copies of the 

petitions and comments during normal 

business hours at the address listed 

above. 

FOR FURTHER INFORMATION CONTACT: 

Edward Sexauer, Chief, Regulatory 

Development Division at 202–693–9444 

(Voice), sexauer.edward@dol.gov 

(E-mail), or 202–693–9441 (Telefax), or 

contact Barbara Barron at 202–693–9447 

(Voice), barron.barbara@dol.gov 

(E-mail), or 202–693–9441 (Telefax). 

[These are not toll-free numbers]. 

SUPPLEMENTARY INFORMATION: 

I. Background 

Section 101(c) of the Federal Mine 

Safety and Health Act of 1977 (Mine 

Act) allows the mine operator or 

representative of miners to file a 

petition to modify the application of any 

mandatory safety standard to a coal or 

other mine if the Secretary determines 

that: (1) An alternative method of 

achieving the result of such standard 

exists which will at all times guarantee 

no less than the same measure of 

protection afforded the miners of such 

mine by such standard; or (2) that the 

application of such standard to such 

mine will result in a diminution of 

safety to the miners in such mine. In 

addition, the regulations at 30 CFR 

44.10 and 44.11 establish the 

requirements and procedures for filing 

petitions for modifications. 

II. Petitions for Modification 

Docket Number: M–2007–061–C. 


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