8010 Federal Register / Vol. 72, No. 35 / Thursday, February 22, 2007 / Notices 

DEPARTMENT OF THE INTERIOR 

Bureau of Land Management 

[AK–1430–EU; A–033531, AA–086554] 

Notice of Realty Action: Direct Sale of 

Reversionary Interest of Recreation 

and Public Purposes Patent; Eagle 

River, AK 

AGENCY: Bureau of Land Management, 

Interior. 

ACTION: Notice of Realty Action. 

SUMMARY: Reversionary interest held by 

the United States in 3.9 acres of land 

located in Eagle River, Alaska, has been 

determined to be suitable for direct sale 

to the Corporation of Saint Andrew’s 

Parish of the Archdiocese of Anchorage 

under the authority of Section 203 of the 

Federal Land Policy and Management 

Act of 1976 (90 Stat. 2750, 43 U.S.C. 

1713) at not less than fair market value 

of $850,000. 

DATES: Comments must be received by 

45 days from the date of publication of 

this Notice in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Robert Lloyd, BLM Anchorage Field 

Office, 6881 Abbott Loop Road, 

Anchorage, Alaska 99507, (907) 267–

1246. 

SUPPLEMENTARY INFORMATION: The lands, 

located in Eagle River, Alaska, are 

described as: 

Seward Meridian 

T. 14 N., R. 2 W. 

Sec. 11, Lots 7 and 10 (3.9 acres). 

The lands are currently owned by the 

Corporation of Saint Andrew’s Parish of 

the Archdiocese of Anchorage and 

continue to be operated as Saint 

Andrew’s Catholic Church. The patent 

for the lands is restricted by a 

reversionary clause. The lands are 

isolated, difficult and uneconomic for 

BLM to manage as part of the public 

lands and not needed for Federal 

purposes. The sale is consistent with 

BLM’s land use planning for the area. 

The sale will further the original intent 

of the patent by facilitating the 

landowners’ long-term growth and 

development goals. 

Title to these lands was transferred to 

the Corporation of the Catholic Bishop 

of Juneau on October 6, 1960 (Pat. 

1213492), using the Act of Congress of 

June 14, 1926 (44 Stat. 741: 43 U.S.C. 

869), as amended by the Recreation and 

Public Purpose Act of June 4, 1954 (68 

Stat. 173), and September 21, 1959 (73 

Stat. 751), (the Act) as the authority for 

the transfer. The patent is subject to a 

reversionary clause as required by the 

Act. The subject lands, lots 7 and 11, 

comprise two of the 13 lots owned by 

the church in this location. Lots 7 and 

11 are the only lots that contain a 

reversionary clause. The church has fee 

title to the remaining properties that 

surround lots 7 and 11. The patent, 

when issued, will be for the 

reversionary interest only. All other 

terms and conditions of Patent No. 

1213492 will continue to apply. 

For a period of 45 days from the date 

of publication of this Notice, interested 

parties may submit comments regarding 

the proposed direct sale of the 

reversionary interest to the BLM 

Anchorage Field Office Manager at the 

address above. Adverse comments will 

be evaluated and could result in the 

modification or vacation of this 

decision. The reversionary interest will 

not be offered for conveyance until at 

least 60 days after the date of this 

Notice. 

Any written comments received 

during this process, as well as the 

commenter’s name and address, will be 

available to the public in the 

administrative record and/or pursuant 

to Freedom of Information Act requests. 

You may indicate for the record that you 

do not wish to have your name and/or 

address made available to the public. 

Any determination by the BLM to 

release or withhold the names and/or 

addresses of those who comment will be 

made on a case-by-case basis. A request 

from a commenter to have name or 

address withheld from public release 

will be honored to the extent 

permissible by law. 

Dated: January 22, 2007. 

Mike Zaidlicz, 

Acting Field Manager. 

[FR Doc. E7–2953 Filed 2–21–07; 8:45 am] 

BILLING CODE 4310–JA–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States et al. v. Dairy Farmers of 

America et al.; Response to Public 

Comments on the Proposed Final 

Judgment 

Pursuant to the Antitrust Procedures 

and Penalties Act, 15 U.S.C. 16(b)–(h), 

the United States hereby publishes the 

public comments received on the 

proposed Final Judgment in United 

States of America et al. v. Dairy Farmers 

of America, Inc. et al., Civil Action No. 

6:03–206–KSF and the responses to 

such public comments. On April 24, 

2003, the United States and 

Commonwealth of Kentucky filed a 

Complaint alleging that the acquisition 

by Dairy Farmers of America (‘‘DFA’’) of 

an ownership interest in Southern Belle 

Dairy Co., LLC (‘‘Southern Belle’’), 

violated Section 7 of the Clayton Act, 15 

U.S.C. 18. An Amended Complaint was 

filed on May 6, 2004. The proposed 

Final Judgment, filed on October 2, 

2006, requires DFA to divest its interest 

in Southern Belle and use its best efforts 

to cause its partner, the Allen Family 

Limited Partnership, to divest its 

interest in Southern Belle. Public 

comment was invited within the 

statutory 60-day comment period. 

Copies of the Amended Complaint, 

proposed Final Judgment, Competitive 

Impact Statement, public comments and 

the United States’ responses to such 

comments and other papers are 

currently available for inspection in 

Room 200 of the Antitrust Division, 

Department of Justice, 325 Seventh 

Street, NW., Washington, DC 20530, 

telephone: (202) 514–2481 and the 

Office of the Clerk of the United States 

District Court for the Eastern District of 

Kentucky, 310 South Main Street, 

London, Kentucky 40745. 

Copies of any of these materials may 

be obtained upon request and payment 

of a copying fee. 

J. Robert Kramer II, 

Director of Operations. 

United States District Court Eastern 

District of Kentucky Southern Division 

at London 

[Civil Action No.: 6:03–206–KSF] 

Pursuant to the requirements of the 

Antitrust Procedures and Penalties Act 

(‘‘APPA’’ or ‘‘Tunney Act’’), 15 U.S.C. 

16(b)–(h), the United States hereby files 

comments received from members of the 

public concerning the proposed Final 

Judgment in this civil antitrust suit and 

the responses by the United States to 

these comments. The United States and 

Commonwealth of Kentucky will move 

the Court for entry of the proposed Final 

Judgment after the public comments and 

this Response have been published in 

the Federal Register, pursuant to 15 

U.S.C. 16(d). 

I. Background 

The United States and 

Commonwealth of Kentucky (the 

‘‘government’’) filed a civil antitrust 

Complaint under Section 15 of the 

Clayton Act, 15 U.S.C. 25, on April 24, 

2003, alleging that the acquisition by 

Dairy Farmers of America, Inc. (‘‘DFA’’) 

of its interest in Southern Belle Dairy 

Co., LLC (‘‘Southern Belle’’) violated 

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

18. An Amended Complaint was filed 

on May 6, 2004. 

The Amended Complaint alleged that 

the acquisition will likely substantially 


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1Prairie Farms and DFA executed a purchase 

agreement for Southern Belle’s assets on October 2, 

2006. In keeping with the United States’ standard 

practice, the proposed Final Judgment does not 

prohibit the completion of the divestiture before it 

is entered. See ABA Section of Antitrust Law, 

Antitrust Law Developments 387 (5th ed. 2002) 

(noting that ‘‘[t]he Federal Trade Commission (as 

well as the Department of Justice) generally will 

permit the underlying transaction to close during 

the notice and comment period’’). Such a 

prohibition could interfere with many timesensitive deals, prevent or delay the realization of 

substantial efficiencies, and delay effective relief. 

lessen competition for the sale of milk 

to schools in one hundred school 

districts in eastern Kentucky and 

Tennessee. On August 31, 2004, the 

District Court granted summary 

judgment to DFA and Southern Belle. 

The government appealed, and on 

October 25, 2005, the Court of Appeals 

reversed the grant of summary judgment 

as to DFA and remanded the case for 

trial. The Court of Appeals affirmed the 

dismissal of Southern Belle, leaving 

DFA as the only defendant. See United 

States v. Dairy Farmers of America, Inc., 

426 F.3d 850 (6th Cir. 2005). 

On October 2, 2006, the government 

filed a proposed Final Judgment that 

requires DFA to divest its interest in 

Southern Belle and use its best efforts to 

require its partner, the Allen Family 

Limited Partnership (‘‘AFLP’’), to divest 

its interest in Southern Belle. DFA 

proposed divesting its interest and 

AFLP’s interest in Southern Belle to 

Prairie Farms Dairy, Inc. (‘‘Prairie 

Farms’’), and the government approved 

Prairie Farms as a suitable buyer of 

DFA’s and AFLP’s interests in Southern 

Belle. 

The government and DFA have 

stipulated that the proposed Final 

Judgment may be entered after 

compliance with the Tunney Act. 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.1

II. Standard of Judicial Review 

Upon the publication of the public 

comments and this Response, the 

United States will have fully complied 

with the Tunney Act and will move for 

entry of the proposed Final Judgment as 

being ‘‘in the public interest.’’ 15 U.S.C. 

16(e), as amended. In making the 

‘‘public interest’’ determination, the 

Court should apply a deferential 

standard and should withhold its 

approval only under very limited 

conditions. See, e.g., Mass. Sch. of Law 

at Andover, Inc. v. United States, 118 

F.3d 776, 783 (D.C. Cir. 1997). 

Specifically, the Court should review 

the proposed Final Judgment in light of 

the violations charged in the complaint. 

Id. (quoting United States v. Microsoft 

Corp., 56 F.3d 1448, 1462 (D.C. Cir. 

1995) (‘‘Microsoft’’)). 

Before entering the proposed Final 

Judgment, the Court is to determine 

whether the Judgment ‘‘is in the public 

interest.’’ 15 U.S.C. 16(e). The Tunney 

Act states that, in making that 

determination, the Court may 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). 

The United States described the 

courts’ application of the Tunney Act 

public interest standard in the 

Competitive Impact Statement filed 

with the Court on October 2, 2006. 

III. Summary of Public Comments and 

Responses 

During the sixty-day comment period, 

the United States received four 

comments from dairy farmers in 

Kentucky, one comment from a former 

Southern Belle employee, one comment 

on behalf of a cooperative of dairy 

farmers in Kentucky, and one 

anonymous comment. These comments 

are attached in the accompanying 

Appendix. After reviewing the 

comments, the United States continues 

to believe that the proposed Final 

Judgment is in the public interest. 

A. Southeast Graded Milk Producers 

Association 

Southeast Graded Milk Producers 

Association (‘‘SEGMPA’’), a cooperative 

of dairy farmers in Kentucky, submitted 

a comment which both thanked the 

government for challenging DFA’s 

acquisition of its interest in Southern 

Belle, and expressed concerns about 

DFA’s raw milk procurement practices. 

SEGMPA has been a long-time supplier 

of raw milk to Southern Belle. When 

SEGMPA tried to re-negotiate its supply 

contract with Southern Belle in 2006, 

Southern Belle decided not to renew the 

contract. SEGMPA then negotiated an 

agreement to supply raw milk to the 

Flav-O-Rich dairy in London, Kentucky. 

Flav-O-Rich is owned by National Dairy 

Holdings (‘‘NDH’’), which itself is 50%- 

owned by DFA. Shortly after the 

contract negotiations with Flav-O-Rich 

concluded, Flav-O-Rich told SEGMPA 

that it could not go through with the 

supply contract, since DFA is the raw 

milk supplier to NDH’s dairies, 

including Flav-O-Rich. According to 

SEGMPA, this left it with no outlet for 

its members’ raw milk other than 

Southern Belle. SEGMPA went back to 

Southern Belle, and although it was able 

to negotiate a new raw milk supply 

contract, it was on much less favorable 

terms than it had previously negotiated. 

SEGMPA is concerned that in the future 

it will not be allowed to compete with 

DFA for raw milk supply contracts at 

Southern Belle, and urges that the 

government ensure that there is 

competition for raw milk as well as for 

school milk. 

SEGMPA acknowledges in its 

comment that these raw milk concerns 

are different from the harm to 

competition for school milk alleged in 

the Amended Complaint and addressed 

by the proposed Final Judgment. While 

the government brought this case to 

protect competition in the market for 

the sale of milk served by schools in 

Kentucky and Tennessee, SEGMPA’s 

concerns are about a different market, 

viz. the sale of raw milk to dairy 

processors like Southern Belle and FlavO-Rich. Under the Tunney Act, 

however, a court’s public interest 

determination is limited to whether the 

government’s proposed Final Judgment 

remedies the violations alleged in its 

Amended Complaint. A review of the 

market for raw milk, which was not at 

issue in this litigation, would be 

inappropriate because it would 

construct a ‘‘hypothetical case and then 

evaluate the decree against that case,’’

something the Tunney Act does not 

authorize. Microsoft, 56 F.3d at 1459. 

B. Carl Phelps 

A former Southern Belle employee, 

Carl Phelps, submitted a comment 

expressing concerns about the effect of 

the divestiture on the market for raw 

milk in Kentucky. As a Southern Belle 

employee, Mr. Phelps was the plant’s 

contact with the dairy farmers that 

supplied Southern Belle with raw milk 

and the haulers that transported the 

milk from the farms to the Southern 

Belle plant in Somerset, Kentucky. 

When SEGMPA negotiated a milk 


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supply contract with Flav-O-Rich as a 

result of Southern Belle’s decision not 

to renew its raw milk supply contract 

with SEGMPA, Mr. Phelps resigned 

from Southern Belle and joined Flav-ORich as a liaison between the plant and 

SEGMPA’s members. Shortly after the 

contract negotiations with Flav-O-Rich 

concluded, Mr. Phelps was told that the 

contract between Flav-O-Rich and 

SEGMPA would not be finalized. 

Mr. Phelps’s first concern is that, in 

the future, Prairie Farms will not 

contract with SEGMPA for Southern 

Belle’s raw milk, but instead choose to 

supply the plant with raw milk from its 

own members or DFA. This would 

effectively leave SEGMPA no customers 

for its members’ raw milk, forcing 

SEGMPA to fold and its members to 

either join DFA or Prairie Farms. Mr. 

Phelps is concerned about these 

alternatives because he understands that 

SEGMPA’s members have approached 

Prairie Fanns about joining that co-op, 

but have been turned down. If SEGMPA 

were to shut down, Mr. Phelps contends 

that DFA would be the only outlet for 

SEGMPA’s farmer members and would 

be able to reduce prices paid to farmers 

because it would have no competition. 

This concern about competition in the 

market for raw milk is not related to 

competition in the markets for school 

milk at issue in this case. Mr. Phelps, 

like SEGMPA and other commentors 

expressing concerns about competition 

in the market for the sale of raw milk, 

does not argue that the proposed Final 

Judgment is not ‘‘within the reaches of 

public interest.’’ Nor do they contest 

that because of their concerns about the 

market for raw milk, the divestitures 

required by the proposed Final 

Judgment will not remedy the 

competitive harm alleged in the 

Amended Complaint. Rather, Mr. 

Phelps and these other commentators 

raise competitive issues in markets 

separate and distinct from those 

relevant to this matter. 

Mr. Phelps’s second concern is that, 

despite the divestiture of Southern Belle 

to Prairie Farms, DFA still may be able 

to influence Southern Belle’s behavior 

in the school milk markets at issue 

because DFA and Prairie Farms are joint 

venture partners in the Roberts Dairy, 

Hiland Dairy, and Turner Dairy. He 

suggests that a third party monitor 

Prairie Farms to ensure that its 

operation of Southern Belle is totally 

independent of DFA, and that Southern 

Belle will compete with dairies partially 

owned by DFA, such as Flav-O-Rich. 

Mr. Phelps’s concern that joint 

ventures between Prairie Farms and 

DFA will affect Prairie Farms’ operation 

of Southern Belle was considered by the 

government when evaluating Prairie 

Farms as a potential purchaser of 

Southern Belle. The government 

believes that the joint ventures will not 

undermine the proposed relief for 

several reasons. 

First, these joint ventures involve 

dairies located in completely different 

geographic markets than those in which 

Southern Belle competes for school milk 

contracts. The Roberts and Hiland 

dairies, both 50%-owned by Prairie 

Farms and DFA, are located in 

Arkansas, Iowa, Kansas, Missouri, 

Nebraska, and Oklahoma. In addition, 

Prairie Farms recently acquired a partial 

ownership interest in the Turner dairy, 

which has plants in Arkansas, 

Kentucky, and Tennessee, and is 20%- 

owned by DFA. Turner’s Kentucky plant 

is in Fulton, on the far western edge of 

the state, and does not compete against 

Southern Belle for school milk 

contracts. 

Second, because these joint ventures 

involve different markets, Prairie Farms 

will not have the same incentive to 

lessen competition between Southern 

Belle and Flav-O-Rich (or any other 

DFA-affiliated dairy) that led to the 

filing of this case. The government 

challenged DFA’s acquisition of a 50% 

ownership interest in Southern Belle 

because DFA’s partial ownership of both 

Southern Belle and Flav-O-Rich created 

a substantial incentive to reduce 

competition between those two dairies. 

The acquisition of Southern Belle by 

Prairie Farms has eliminated that 

common ownership between those two 

dairies. In the future, Prairie Farms will 

have a strong incentive to compete to 

obtain school milk contracts for its 

Southern Belle dairy at the expense of 

Flav-O-Rich. The dairies jointly owned 

by Prairie Farms and DFA do not 

compete for school milk contracts with 

Southern Belle, so Prairie Farms will 

not be able to reduce competition for 

school milk between Southern Belle and 

any of those dairies. 

Third, the government evaluated and 

approved Prairie Farms as a buyer of 

Southern Belle because it has a 

demonstrated ability to operate dairy 

processors and compete for school milk 

contracts independent of any influence 

or control by DFA. Prairie Farms, as an 

agricultural cooperative of dairy 

farmers, has an economic incentive to 

supply its processing plants with raw 

milk from its members, so it is not 

dependent on DFA for its raw milk 

supply to its wholly owned processing 

plants. Its dairies compete for school 

milk contracts, and there is no evidence 

that it competes less effectively in 

geographic markets where it competes 

against processing plants partially 

owned by DFA. 

Finally, the proposed Final Judgment 

protects against DFA’s ability to exert 

control over Southern Belle. Section XI 

of the proposed Final Judgment 

prohibits DFA from reacquiring, directly 

or indirectly, any ownership interest in 

Southern Belle. As a result, if Prairie 

Farms transferred the assets of Southern 

Belle to one of its joint ventures with 

DFA, DFA would be in violation of the 

proposed Final Judgment. The 

government reviewed the terms of the 

proposed sale to Prairie Farms, and is 

confident that DFA will not retain any 

control over Southern Belle. If the 

government learned of any agreement 

prohibited by the proposed Final 

Judgment, pursuant to Section X it 

could inspect DFA’s records and request 

reports from DFA regarding its 

compliance. Similarly, this Court retains 

jurisdiction under Section XII of the 

proposed Final Judgment to enforce the 

proposed Final Judgment and punish 

any violations. For these reasons, the 

government believes that Mr. Phelps’s 

suggested modification to the proposed 

Final Judgment is not warranted. 

C. William R. Sewell and Bill L. Guffey 

William R. Sewell and Bill Guffey, 

two dairy farmers from Kentucky, 

submitted comments raising the concern 

that the competition for raw milk in 

Kentucky could be lessened if SEGMPA 

is not able to supply Southern Belle 

with raw milk. As is the case with Carl 

Phelps’s concerns about the market for 

raw milk, the concern expressed by 

Messrs. Sewell and Guffey does not 

address a violation alleged in the 

Amended Complaint, nor does their 

concern question whether the proposed 

Final Judgment remedies the harm 

alleged in the Amended Complaint. 

D. Bradley J. Marcum 

Bradley J. Marcum, a dairy farmer 

from Alpha, Kentucky, submitted a 

comment expressing concerns about the 

raw milk purchasing practices for 

Southern Belle after its divestiture to 

Prairie Farms. He notes that Prairie 

Farms has retained many of Southern 

Belle’s key employees, and suggests 

that, therefore, DFA still influences 

Southern Belle’s decisions. 

To the extent that Mr. Marcum’s 

comment suggests that the adequacy of 

the divestiture of Southern Belle to 

Prairie Farms as a remedy to the 

Amended Complaint’s allegations is 

undermined by Prairie Farms’ retention 

of Southern Belle’s employees, the 

government disagrees. Permitting 

Southern Belle’s new owner to retain 

the plant’s existing employees allows it 


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to maintain the plant’s customer 

accounts and keep its operations 

running smoothly with minimal 

interruption. The continued efficient 

operation of the Southern Belle dairy 

during the transition to a new owner 

was the reason why Section IV.F of the 

proposed Final Judgment was included. 

This section expressly allows a 

purchaser of Southern Belle to retain the 

plant’s employees. Section IV.F also 

requires DFA to ‘‘not interfere with any 

negotiations by the Acquirer to employ 

any employee whose primary 

responsibility is the production, sale, 

marketing or distribution of products 

from the Southern Belle Dairy.’’ By 

retaining employees who have been 

responsible for Southern Belle’s 

operations, marketing, and sales, but 

who no longer have any connection to 

DFA, Southern Belle is better able to 

compete against Flav-O-Rich and other 

processing plants for school milk and 

other accounts. 

E. Ronald Patton 

Ronald Patton, a dairy farmer and 

past-president of SEGMPA, submitted a 

comment expressing concerns that other 

parties were not allowed to purchase 

DFA’s interest in Southern Belle, 

including a local group of potential 

investors who wished to operate the 

Southern Belle plant independent of 

DFA or any other processing company. 

Mr. Patton is concerned that Prairie 

Farms’ purchase from DFA of Southern 

Belle and its 2006 purchase from DFA 

of Turner Dairies indicates that other 

parties were foreclosed from bidding on 

Southern Belle. 

As described in Section IV of the 

proposed Final Judgment, DFA was 

required to inform ‘‘any potentially 

qualified purchaser making inquiry 

regarding a possible purchase of the 

[Southern Belle dairy] that such assets 

are being offered for sale,’’ and provide 

information about Southern Belle to all 

potential purchasers. The government, 

pursuant to Section IX.B–E of the 

proposed Final Judgment, received 

periodic updates on the inquiries DFA 

received from parties interested in 

purchasing Southern Belle, and the 

status of DFA’s negotiations with those 

interested parties. Based on these 

updates, the government is aware that 

DFA received multiple offers to buy 

Southern Belle. 

The proposed Final Judgment does 

not require DFA to accept a particular 

offer, only that any acquirer of Southern 

Belle meet the conditions set out in 

Section IV.H(1)–(2). These provisions 

require Southern Belle to be sold to a 

purchaser who ‘‘has the intent and 

capability (including the necessary 

managerial, operational, technical and 

financial capability) of competing 

effectively in school and fluid milk 

markets in Kentucky and Tennessee, 

* * * [and] that none of the terms of 

any agreement between [the purchaser] 

and DFA give DFA the ability to act 

unreasonably to raise the [purchaser’s] 

costs, to lower the [purchaser’s] 

efficiency, or otherwise to interfere with 

the ability of the [purchaser] to compete 

effectively.’’ The government reviewed 

information from both DFA and Prairie 

Farms regarding the purchase of 

Southern Belle and the presence of 

Prairie Farms in school milk markets in 

Kentucky and Tennessee. As noted 

earlier, Prairie Farms owns and operates 

multiple dairy processing plants 

elsewhere in the country, and has the 

knowledge and expertise to operate the 

Southern Belle Dairy efficiently, 

including the dairy’s school milk 

business. It also has the capacity to 

supply its dairies with raw milk 

independent of DFA, whether through 

its own members or through other 

suppliers such as SEGMPA. The 

purchase agreement between Prairie 

Farms and DFA has no terms or 

conditions that would adversely affect 

the costs, efficiencies, or ability of 

Southern Belle to compete effectively 

for school and fluid milk sales. Based on 

this information, the government 

approved Prairie Farms as a buyer of 

Southern Belle because it met the 

requirements of Section IV.H(1)–(2) of 

the proposed Final Judgment. 

F. Anonymous 

The United States received an 

anonymous comment expressing the 

opinion that DFA agreed to sell 

Southern Belle to Prairie Farms because 

the sale would somehow allow DFA to 

eliminate SEGMPA as a competitor for 

raw milk contracts, and that Prairie 

Farms would refund the purchase price 

of the Southern Belle dairy back to DFA 

through some type of rebate mechanism. 

This commentor provides a lengthy 

history of Southern Belle, and suggests 

that DFA divested Southern Belle to 

Prairie Farms because it negotiated a 

side deal with Prairie Farms to have the 

new owner take steps to force SEGMPA 

out of business. The commentor, 

however, did not provide any evidence 

of such an agreement. 

This comment’s concerns about the 

market for raw milk, like other 

comments discussed earlier, are not 

germane to the evaluation of the 

conduct alleged in the Amended 

Complaint and addressed by the 

proposed Final Judgment. The 

government has no evidence of a side 

agreement between Prairie Farms and 

DFA relating to the sale of Southern 

Belle. If there were credible evidence of 

such an agreement, the government 

could investigate any potential 

violations of the proposed Final 

Judgment pursuant to its inspection 

rights in Section X of the proposed Final 

Judgment, and if it believed any 

provisions of the proposed Final 

Judgment were violated, Section XII of 

the proposed Final Judgment allows this 

Court to fashion an appropriate remedy. 

IV. Conclusion 

After careful consideration of the 

public comments, the United States 

concludes that entry of the proposed 

Final Judgment will provide an effective 

and appropriate remedy for the antitrust 

violations alleged in the Amended 

Complaint and is therefore in the public 

interest. Accordingly, after publication 

of this Response in the Federal Register 

pursuant to 15 U.S.C. § 16(b) and (d), 

the United States will move this Court 

to enter the Final Judgment. 

Dated: February 7, 2007. 

Respectfully Submitted, 

Jon B. Jacobs, 

Ihan Kim 

Attorneys, Litigation I Section, Antitrust 

Division, United States Department of 

Justice, City Center Building, 1401 H 

Street, NW., Suite 4000, Washington, DC 

20530. 202–307–0001. (f) 202–307–5802. 

ihan.kim@usdoj.gov. 

Certificate of Service 

This certifies that I caused a true and 

correct copy of the foregoing to be 

served on February 7, 2007, via 

electronic mail and first-class mail on 

the following: 

David A. Owen, Esq., Greenebaum Doll 

& McDonald, PLLC, 300 West Vine 

Street—Suite 1100, Lexington, KY 

40507. Telephone: 859–231–9500. 

Counsel for Dairy Farmers of America, 

Inc. 

W. Todd Miller, Esq., Baker & Miller, 

PLLC, 2401 Pennsylvania Avenue, 

NW.—Suite 300, Washington, DC 

20005. Telephone: 202–663–7820. 

Counsel for Dairy Farmers of America, 

Inc. 

R. Kenyon Meyer, Esq., Dinsmore & 

Shohl LLP, 1400 PNC Plaza, 500 West 

Jefferson Street, Louisville, KY 40202. 

Telephone: 502–540–2300. Counsel 

for Chicago Tribune Company. 

Charles E. Shivel, Jr., Esq., Stoll, Keenon 

& Park, LLP, 300 West Vine Street—

Suite 2100, Lexington, KY 40507. 

Telephone: 859–231–3000. Counsel 

for Southern Belle Dairy Co., LLC 

J. Jackson Eaton, III, Esq., Gross, 

McGinley, LaBarre & Eaton, LLP, PO 

Box 4060—33 South Seventh Street, 


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8014 Federal Register / Vol. 72, No. 35 / Thursday, February 22, 2007 / Notices 

Allentown, PA 18105. Telephone: 

610–820–5450. Counsel for Southern 

Belle Dairy Co., LLC. 

Maryellen B. Mynear, Esq., Assistant 

Attorney General, Consumer 

Protection Division, Office of the 

Kentucky Attorney General, 1024 

Capital Center Drive, Suite 200. 

Telephone: 502–696–5389. Counsel 

for Commonwealth of Kentucky. 

Ihan Kim 

Appendix: Public Comments on the 

Proposed Final Judgment 

Comment Submitted by Southeast 

Graded Milk Producers Association 

Southeastern Graded Milk Producers 

Association 

P. O. Box 25, Somerset, Kentucky 42502 

Phone (606) 679–3504, Fax (606) 678–4696 

January 9, 2007 

Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division 

U.S. Department of Justice 

1401 H St. NW., Suite 4000 

Washington, DC 20530 

IN RE: United States of America, et al., vs. 

Dairy Farmers of America, Inc., U.S. 

District Court, Eastern District of 

Kentucky, London Division, Civil Action 

No.: 6:03–206–KSF 

Dear Mr. Botti: 

The Association wishes to express its 

thanks and appreciation to the Antitrust 

Division for its pursuit of the foregoing 

matter. Without that, this small association of 

milk producers would have been swallowed 

up by Dairy Farmers of America. 

As I am sure you are aware, there is much 

more to be done to reign in the antitrust 

activities of Dairy Farmers of America, and 

we hope you will pursue that just as you did 

the above-styled action. About a year ago, 

when DFA owned 50% of the National Dairy 

Holdings plant in London, Kentucky, and 

50% of Southern Belle Dairy in Somerset, 

Kentucky, we were able to work out a 

contract to supply milk to the NDH plant at 

London, Kentucky, whereby our producers 

received twenty (.20¢) cents per 

hundredweight more for their milk. DFA 

killed the contract. We then had no choice 

except Southern Belle Dairy and since there 

was no competition for our milk our 

producers lost the twenty (.20¢) cents per 

hundredweight. Since DFA still owns 50% of 

the London plant, we still have no 

competition for our milk. 

In other words, the foregoing lawsuit 

provides for competition for school milk, but 

does not address the problem of competition 

in the procurement of raw milk. That 

competition is stifled by the exclusive 

contracts that DFA has to supply milk to 

numerous plants. It is just such a contract 

that shut our association out of the NDA 

plant at London, Kentucky, which reduced 

our choice of plants to one. Each 

independent producer or association needs at 

least two (2) totally independent plants to 

which he could market his milk. Only then 

can the antitrust activities be controlled. 

Thanks again for what was done. Keep up 

the good work. 

Very truly yours, 

JOHN T. MANDT, 

Secretary. 

JTM: jlm 

Comment Submitted by Carl Phelps 

To: Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division, U.S. Department of Justice 

1401 H St. NW, Suite 4000 

Washington, DC 20530 

RE: United States of America, et al. vs. Dairy 

Farmers of America, Inc., U.S. District 

Court, Eastern District of Kentucky, 

London Division, Civil Action No.: 6:03–

206–KSF 

Dear Mr. Botti, 

I want to thank the DOJ’s Antitrust 

Division for the interest you have shown 

regarding the ownership of Southern Belle 

Dairy. This is a step in the right direction but 

there is still more to do to ensure that the 

Southeastern Graded Milk Producers survive. 

I think a third party should be involved to 

make certain that Prairie Farms will not have 

contact with DFA because they do have joint 

ventures with them. 

I spent 30 years working at Southern Belle 

as a fieldman. I came to know and care 

deeply for the producers and always tried to 

make sure whatever I did was in their best 

interest. When Southern Belle was being run 

by the Shearer family, I didn’t have a 

problem with this goal. When Southern Belle 

was purchased by DFA and Bob Allen, it 

seemed the best interest of the producers was 

of little concern. To my disappointment, I 

was told that I was not to get any more 

producers. I believe this was because they 

didn’t want Southeastern to survive. I believe 

they wanted to control all of the raw milk 

supply and to force Southeastern producers 

to become DFA. When it came time to renew 

their contract with Southeastern, the 

producer board was told that they had a 

problem renewing their contract as it was. I 

feel that what it all boiled down to was they 

didn’t really want to renew their contract 

which would have meant they had no where 

to sell their milk to and so would have been 

forced to become DFA members. 

Southeastern tried to find another place to 

market their milk. Southeastern negotiated 

with Charles Hyatt at Flav-O-Rich Dairy in 

London, Kentucky about supplying milk to 

that plant. An agreement was made with 

National Dairy Holdings which owns Flav-ORich to buy Southeastern’s milk. 

Then, I was hired by Charles Hyatt as a 

fieldman for Flav-O-Rich Dairy to continue 

taking on producers for Southeastern and 

was told that I could take on all I could find 

to supply milk for the plant in London and 

a plant in Madisonville, Kentucky. I resigned 

from Southern Belle Dairy and was happy to 

do so, thinking the producers had a good deal 

and would be taken care of. Guess what? 

Flav-O-Rich Dairy is 50 percent owned by 

DFA. About a week after being hired, I was 

told the deal was off, that DFA wasn’t going 

to furnish raw milk to the rest of their 

National Dairy Holdings plants if they let the 

Flav-O-Rich plant have Southeastern as their 

own raw milk supply. DFA got their way 

again. The producers wound up having to 

sign a contract that many were not happy 

with in order to have a place to sell their 

milk. 

After learning that Southern Belle had been 

purchased by Prairie Farms, I had high hopes 

for the producers and the milk haulers, as 

many have kept in contact with me. 

Producers and milk haulers have called me 

to tell me of their fear about their future with 

Southern Belle. Some employees were told 

their jobs would be moved to Illinois; this 

made them very nervous about losing their 

jobs. Some employees were even told not to 

associate with certain people such as myself, 

making them feel this could put their job in 

danger. 

The management at Southern Belle has 

known for a long time that I know the truth 

about their connection with DFA. 

Management seems to be troubled that I 

would try to help the producers. Since taking 

over Southern Belle on 10/01/06, producers 

and milk haulers have contacted Gary Lee, 

Vice President of Prairie Farms, about 

becoming Prairie Farms producers and they 

were turned down. Haulers also have talked 

to Gary Lee about taking on new members. 

Producers and haulers have been puzzled 

that they were not contacted about their 

future with the new owners, making them 

feel that they are of little concern. 

I wonder if there might have been a deal 

made under the table between DFA and 

Prairie Farms when Southern Belle was sold 

to them. Perhaps, Southern Belle was a gift 

to Prairie Farms. Raw milk credits could be 

part of the deal. If this deal is approved by 

the DOJ, I think DFA will have it made and 

the SEGMPA will be put in a situation that 

will eventually destroy them. After all, if 

they were gone, DFA would be the sole 

supplier to the Southern Belle plant owned 

by Prairie Farms with joint ventures with 

DFA and the Flav-O-Rich plant in London, 

Kentucky (50 percent owned by DFA and 50 

percent by National Dairy Holdings). I think 

DFA would probably give up something now 

and if the DOJ approves this, it won’t be long 

before another plan of action will start 

against the Southeastern Graded Milk 

Producer Association. Also, with Prairie 

Farms owning Southern Belle and having 

joint ventures with DFA, if the Federal Order 

System is voted out or changed in any way, 

SEGMPA producers would be better off 

selling their milk to Southern Belle with an 

owner who is not connected to DFA because 

there will be no competition and DFA can 

potentially pay producers whatever they 

want to. 

I hope that you will really think about 

what your decision will mean to the people 

who make up the Southeastern Graded Milk 

Producers Association. In my opinion, the 

only right way to resolve this is to make sure 

that whoever ends up with Southern Belle 

has no connection to DFA. 

Thank you, 

Carl Phelps, 

6790 Hwy 1643, Somerset, KY 42501, 606–

382–5836. 

If you have any questions, please feel free 

to contact me. 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 72, No. 35 / Thursday, February 22, 2007 / Notices 8015 

Comment Submitted by William R. 

Sewell 

January 15, 2007 

To: Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division, U.S. Department of Justice 

1401 H St. NW., Suite 4000 

Washington, DC 20530 

RE: United States of America, et al. vs. Dairy 

Farmers of America, Inc., U.S. District Court, 

Eastern District of Kentucky, London 

Division, Civil Action No.: 6:03–206–KSF 

Dear Mr. Botti, 

I would like to express my concern about 

the future operation and working 

relationship between Southern Belle Dairy 

and the Southeastern Graded Milk Producers 

Association. 

I am in the third generation of my family 

as a producer of this operation. I have been 

told about things that have happened and 

directions that have been given that has 

caused me to ask the proper individuals to 

reinvestigate the situation. 

The future welfare of my family depends 

much on this ongoing operation. 

William R. Sewell, 

Producer #107. 

Comment Submitted by Bill L. Guffey 

Guffey Farms LLC 

Bill Guffey 

Rt 3 Box 301 

Albany, KY 42602 

January 12, 2007 

Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division 

U.S. Department of Justice 

1401 H St. NW. Suite 4000 

Washington, DC 20530 

IN RE: United States of America, et al Vs. 

Dairy Farmers of America, Inc., Eastern 

District of Kentucky, London Division, 

Civil Action No.: 6:03–206–KSF 

Mr. Botti: 

I am writing the letter to express my thanks 

for initiating the Civil Action Suite against 

Dairy Farmers of America, Inc. by the 

Antitrust Division. 

However, the speedy sale of DFA’s percent 

of interest in Southern Belle Dairy to Prairie 

Farms has raised concerns that this may only 

a deploy to lessen the investigation by the 

Antitrust Division. I would hope that this 

would not be the case and the Antitrust 

Division would continue to investigate DFA. 

Being a Dairy farmer and a former Board 

of Education member and chairman, I 

understand the real need for competition for 

raw milk and the need for competition on 

bids for school milk also. With the 

continuing investigation by the Antitrust 

division this is assured to happen. 

Thanks for reading this and your work on 

this matter. 

Respectfully yours, 

Bill L. Guffey. 

Comment Submitted by Bradley J. 

Marcum 

Bradley J. Marcum 

HC–71 Box 454 

Alpha, KY 42603 

606.387.5193 

January 10, 2007 

Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division 

U.S. Department of Justice 

1401 H St. NW. Suite 4000 

Washington, DC 20530 

IN RE: United States of America, et al vs. 

Dairy Farmers of America, Inc., U.S. 

District Court, Eastern District of 

Kentucky, London Division, Civil Action 

No.: 6:03–206–KSF 

Dear Mr. Botti: 

I personally would like to express my 

gratitude and appreciation to the Antitrust 

Division for its incomparable pursuit of the 

abovementioned matter. The Antitrust 

Division has been an asset to dairy owners, 

such as me. 

Although the action of the Antitrust 

Division was beneficial in alleviating 

symptomatic problems that were occurring, 

the predominant problem remains. Dairy 

Farmers of America, Inc. still have an 

affluent influence upon decision making 

concerning the new plant of Prairie Farms, 

formally known as Southern Belle Dairy. 

Recently, it has been rumored that Prairie 

Farms have been manipulating individual 

producer pay price on raw milk. Some 

producers are receiving more than the 

contract allocated amount for raw milk; 

while others only receive a percentage of 

what the other producers are paid. 

To the naked eye, it is difficult to 

understand why Prairie Farms would allow 

such a discrepancy between individual 

producers, yet when you begin to look closer, 

the picture becomes clear. Although the 

Dairy Farmers of America, Inc. were ordered 

to recede from the area and Southern Belle 

Dairy, many associates and ‘‘key’’ employees 

remain the same. To put it frankly, names on 

uniforms have changed to Prairie Farms, yet 

policies and business remain the same. 

Thanks again for what was done. Keep up 

the good work. 

Very truly yours, 

Bradley J. Marcum. 

Comment Submitted by Ronald Patton 

5049 Hwy 490 

East Bernstadt, KY 40729 

January 12, 2007 

Hon. Mark J. Botti, 

Chief, Litigation I Section 

Antitrust Division, U.S. Department of Justice 

1401 H St., NW., Suite 4000 

Washington, DC 20530 

IN RE: United States of America, et al. vs. 

Dairy Farmers of America, Inc., U.S. 

District Court, Eastern District of 

Kentucky, London Division, Civil Action 

No.: 6:03–206–KSF 

Dear Mr. Botti, 

I wish to express my gratitude to the 

Antitrust Division for their efforts in 

pursuing the above mentioned matter. Even 

though the sale of Southern Belle Dairy to 

Prairie Farms may appear to resolve the 

competition for school milk bids, several 

issues remain. 

My concern is that Dairy Farmers of 

America and Prairie Farms have made two 

transactions within the past year, The DFA 

sales of Turner Dairies and Southern Belle. 

Turner Dairies also has a milk processing 

plant in Kentucky. DFA’s hasty sale of 

Southern Belle to Prairie Farms raises 

concerns that other interested parties were 

not allowed to make an offer for this plant. 

I am knowledgeable of at least one offer that 

was not acted upon by DFA. The offer was 

from a local group of business officials who 

desired to see the plant operate 

independently of DFA and its associated 

partners. The independent group would have 

assured competition for bids for school milk 

and retail sales, as well as ensuring a market 

through which local farmers could sell raw 

milk rather than to the mega-coops. 

It is imperative that the Antitrust Division 

investigate to ensure that the process under 

which Southern Belle Dairy was sold was fair 

and did not exclude other potential offers. It 

is my belief that the Antitrust Division has 

been lax regarding issues of the dairy 

industry, especially in area of raw milk 

procurement, which ultimately affects the 

price of school milk! 

Thank you for your attention to this matter. 

I look forward to discussing this matter 

further with you. 

Sincerely, 

Ronald Patton, 

Past President, Southeastern Graded Milk 

Producers Assoc. 

Comment Submitted by Anonymous 

To: Hon. Mark J. Botti 

Chief, Litigation I Section 

Antitrust Division, U.S. Department of Justice 

1401 H St., NW., Suite 4000 

Washington, DC 20530 

RE: United States of America, et al. vs. Dairy 

Farmers of America, Inc., U.S. District 

Court, Eastern District of Kentucky, 

London Division, Civil Action No.: 6:03–

206–KSF 

From: A VERY concerned citizen who would 

love to sign this comment but out of fear of 

being retaliated against it is probably in my 

best interest not to sign it. 

Dear Mr. Botti, 

Please consider this information before 

giving final approval to the Prairie Farms 

purchase of Southern Belle Dairy. 

It seems to me that Dairy Farmer of 

America (DFA) and Robert Allen (Good Ole 

Bob) chose to sell to the entity that would 

serve their best interest * * * NOT the best 

interest of the public. I base this conclusion 

on the fact that at least one group that was 

interested was not even given the 

opportunity to submit a bid or make a 

proposal. Another interesting thing is I 

believe Prairie Farms would know exactly 

how that felt because I believe the very same 

thing happened to them when Suzia was 

forced to spin Southern Belle off in order to 

purchase Broughton Foods. Is it possible that 

Prairie Farms wasn’t willing to play the DFA 

games at that time but for some reason they 

are willing to play those games now? The 


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8016 Federal Register / Vol. 72, No. 35 / Thursday, February 22, 2007 / Notices 

game plan DFA has for the Southern Belle 

Dairy case, I believe, is to see the 

Southeastern Graded Milk Producers 

Association (SEGMPA) disappear. SEGMPA 

is a group of dairy farmers that has supplied 

Southern Belle for many years. It seems DFA 

has viewed SEGMPA as a thorn in their side 

for a long, long time. 

You will see in the following history how 

DFA had played a role in going to great and 

expensive lengths to see that Prairie Farms 

did not take ownership of Southern Belle. I 

never could understand this because DFA 

and Prairie Farms had some joint ventures 

that Prairie Farms managed. It is my belief, 

and I think it could be backed up with 

financial information from the two 

organizations, that DFA should have been 

very happy with those joint ventures with 

Prairie Farms. I heard in the past that there 

were years that had it not been for those joint 

ventures with Prairie Farms, DFA would 

have seen red ink instead of black ink on 

their financials. The following history will 

show how DFA went to great lengths to keep 

Prairie Farms from owning Southern Belle 

yet now they seem to have pushed Southern 

Belle to Prairie Farms. Why? Maybe because 

Leonard Southwell and Roger Capps (two 

long-time leaders of Prairie Farms) both 

passed away within the last six months. 

Maybe they knew better than to play the DFA 

games. I hope you find the following history 

helpful and not too boring. 

Southern Belle History 

1951–1997: Family owned company, that 

family being the Ralph Shearer family. Very 

early on, Mr. Shearer recognized that the 

relationship between SEGMPA was vital to 

the company for two reasons. 

1.) From the get go, he felt a good, close 

relationship with these farmers and working 

together with them the dairy could have a 

raw supply with superior quality that would 

give Southern Belle an edge over its 

competition. 

2.) Then in the 60’s, when the larger Coops became prevalent, he felt the relationship 

with SEGMPA became even more vital to the 

company. He felt these larger Co-ops would 

get into the processing side of the business, 

which they did. This along with all of the 

hidden charges the larger Co-ops had meant 

that SEGMPA would be able to supply the 

company at a fair price to the producers but 

also at a price where Southern Belle could 

remain competitive in the market place. 

1997: Because it became more and more 

difficult to survive as a stand alone dairy 

with Dean Foods and Suzia (a relatively 

young company but they were giving Dean 

Foods a run for their money to be the largest 

fluid milk processor in the country), both 

were buying every dairy they could get their 

hands on. Martin Shearer had replaced his 

father, Ralph, as president of Southern Belle 

back in the 80’s and Ralph Shearer passed 

away in the early to mid 90’s. It was at this 

time Martin felt the best thing for the 

company was to join other dairies in some 

type of merger or sell to someone who had 

other plants before Dean and Suzia owned 

every dairy in the country. This led to the 

Shearer family selling the dairy to Broughton 

Foods in Marietta, Ohio. Broughton had a 

plant in Marietta and a plant in Charleston, 

West Virginia and would later buy a milk 

plant in Port Huron, Michigan and an ice 

cream plant in Burton, Michigan. Broughton 

was owned by a group of investors headed 

up by Marshall Reynolds of Huntington, 

West Virginia. Mr. Reynolds’ right hand man 

at that time was Kirby Taylor. Kirby was also 

a stockholder in Broughton Foods. Martin 

Shearer remained as president of the 

Southern Belle division of Broughton Foods. 

Martin, following in his father’s footsteps, 

continued the relationship with SEGMPA. He 

believed that relationship was good for both 

parties. 

1998: It became known in early April that 

Dean and Suzia were both interested in 

acquiring Broughton Foods. The winner of 

that bidding war was Suzia. The rest of 1998 

was spent by Suzia and Broughton getting 

DOJ approval 

1999: Finally, in the spring approval to the 

deal was given but with one stipulation 

* * * that was Suzia was given six months 

plus a possible one month extension, it was 

warranted, to spin Southern Belle off. At that 

time the DOJ feared there would be no 

competition for the school milk business in 

parts of Kentucky and Tennessee because 

Suzia already owned Flav-O-Rich, a dairy 

located in London, Kentucky, thirty miles 

from the Southern Belle plant. Tracy Noll, 

with Suzia, who had played a role in the 

purchase of Broughton Foods, now was 

playing a role in spinning Southern Belle off. 

It was my understanding that Prairie Farms 

was interested in purchasing Southern Belle 

but was not given an opportunity to make a 

proposal. I wonder why. DFA, an investor in 

Suzia at the time and partner in joint 

ventures with Prairie Farms * * * STRANGE 

* * * No, I believe Suzia and DFA knew 

Prairie Farms would do what was best for 

Prairie Farms and the farmers who owned 

them (something DFA certainly doesn’t 

understand) without any consideration of 

what was best for DFA or Suzia. The spin off 

was completed just as time was running out. 

If time had run out, DOJ had a trustee 

standing by to complete the spin off. Maybe 

it would have been best had they missed the 

deadline. Nevertheless, Southern Belle was 

purchased by a group of investors, several of 

which were former Broughton Foods 

stockholders. The group was headed up by 

Marshall Reynolds. Tracy Noll, for Suzia, and 

Kirby Taylor, for the investor group, played 

a significant role in the spin off. The price 

tag was $6,500,000., a very good deal for the 

investors. Martin Shearer remained on as 

President of the company and there were 

virtually no changes. 

2001: Marshall Reynolds decided it might 

be the right time to sell the company. 

Leonard Southwell and Roger Capps (two 

long-time leaders of Prairie Farms) visited the 

Southern Belle plant in Somerset, Kentucky 

and quickly made a $13,000,000. offer for the 

company. This seemed to be a fair price for 

Prairie Farms and a very nice return for the 

investors. Double your money in two years 

* * * not bad. So it looked like Prairie 

Farmers would own Southern Belle. Not so 

fast * * * Enter Tracy Noll, no longer with 

Suzia, now an owner in the newly born 

company called National Dairy Holdings 

(NDH) * * * yep, the same Tracy Noll that 

negotiated the sale of Broughton Foods to 

Suzia for $80 plus million, then negotiated 

the spin off of Southern Belle for $6,500,000., 

now back on the scene and upped the offer 

for Southern Belle to $19,000,000. I’ll bet that 

pissed Prairie Farmers off. You see by this 

time Suzia had bought Dean the number (1) 

and number (2) in size as far as fluid milk 

processors in the country. As part of the 

Dean-Suzia deal, DFA had to sell their stock 

in Suzia * * * not to worry * * * they could 

re-invest now and own 50 percent of the 

newly formed NDH, who just happened to be 

the recipient of the dairies the new Dean had 

to spin off to gain DOJ approval. How nice 

this was for DFA; they now had 100 percent 

supply agreements with many of the new 

Dean company dairies and were 50 percent 

owners in the newly formed NDH and held 

100 percent supply agreements with most of 

the NDA plants. Sounds like a plan is coming 

together. By the way, if you’re ever in a 

position to sell or buy a dairy, get Kirby 

Taylor, not Tracy Noll. 

1.) Kirby negotiates to sell Broughton 

Foods to Suzia, represented by Tracy Noll for 

$80 plus million. Southern Belle went with 

the deal. 

2.) Tracy Noll negotiates for Suzia to spin 

Southern Belle off to Kirby Taylor 

representing an investor group. The price: 

$6,500,000. 

3.) Kirby Taylor negotiates for the investor 

group and sells Southern Belle to none other 

than Trace Noll, now representing NDH for 

$19,000,000. 

Good Job Kirby! 

I will have to commend Tracy Noll for 

having guts and a big set of you know what. 

Because you see * * * DOJ had required 

Suzia/Tracy Noll to spin off Southern Belle 

because they did not want the same company 

to own both Flav-O-Rich and Southern Belle. 

Guess what?? Flav-O-Rich was one of those 

plants spun off by the new Dean to NDH and 

part owner Tracy Noll and now he is about 

to buy Southern Belle. He must have figured 

because it was under the $50,000,000 

threshold, DOJ couldn’t stop it. Tracy Noll 

must have got nervous because on Friday 

before the Southern Belle Board was to meet 

to recommend the sale of NDH to 

stockholders, Kirby Taylor said, ‘‘The deal to 

NDH has been handed off to DFA.’’ If I were 

Prairie Farms, I would really be mad now. 

DFA, a partner to Prairie Farms, buys 

Southern Belle right out from under them. 

You now see what lengths DFA will go to 

keep Prairie Farms from having Southern 

Belle. On Tuesday before the Southern Belle 

Board meeting, enter Jerry Boss, representing 

DFA and Bob Allen. The next day Southern 

Belle voted to recommend the sale of the 

company to DFA. To no one’s surprise, Bob 

Allen is going to be the managing partner for 

DFA. He invested $1,000,000. of his money 

to become a 50 percent owner in a 

$19,000,000. company. Good ole Bob, a 

perfect partner in the words of Gary Hanman 

(the head man of DFA). Good ole Bob must 

have seen $ signs, why not after walking 

away with $17,000,000. in a very short 

period of time in a deal very similar to this 

one and also with DFA that involved Tuscan 


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Federal Register / Vol. 72, No. 35 / Thursday, February 22, 2007 / Notices 8017 

and Lehigh Dairies up in the northeast. Most 

anyone would be a perfect partner for an easy 

and quick $17,000,000. 

After the deal was complete and DFA and 

good ole Bob took over Southern Belle, good 

ole Bob almost immediately began laying the 

groundwork to give the SEGMPA two 

wonderful options: 

1.) Become a DFA producer or 

2.) Go fly a kite. 

It was also apparent soon after Bob took 

over that he needed someone to be his yes 

man because Martin Shearer just did not fit 

the bill. The yes man suddenly appeared 

* * * why, it’s Mike Chandler right out of 

the sales department. Mike is the kind of guy 

that gives all salespeople a bad name. People 

say he would climb a tree to tell a lie. 

However, he was lacking when it came to 

speech because he couldn’t say shit with a 

mouthful. Now this is where DOJ gets a well 

deserved Pat On The Back. Much to the 

surprise of DFA and good ole Bob, DOJ filed 

a lawsuit asking DFA to divest itself of its 

ownership in Southern Belle. Good ole Bob 

had to put the brakes on his plan. After all, 

it wouldn’t look good if he sent Martin 

Shearer home and kicked the producers right 

between the legs, at least not right now. DFA 

and good ole Bob put up a good fight and 

finally finagled a judge into giving them a 

Summary Judgment. Good ole Bob must have 

known he was going to get it, as he sent 

Martin Shearer home before the Summary 

Judgment was made public and he put his 

yes man in place. When the Summary 

Judgment in favor of DFA and good ole Bob 

was made public, celebrations broke out to 

honor the victory over DOJ. After all, who is 

the DOJ that would question DFA and the 

perfect partner, good ole Bob. 

Here is another well-deserved Pat-On The 

Back for DOJ. You didn’t quit. DOJ filed an 

appeal. The judge who was tricked by DFA 

and good ole Bob had his decision 

overturned. This really made DFA and good 

ole Bob mad. But what could they do? * * * 

Give up and agree to sell it and quickly find 

someone to move it to that would finish the 

job for them. Why after going to great and 

expensive lengths to keep Prairie Farms from 

owning Southern Belle do they quickly sell 

it to them without even giving one group a 

chance to make a proposal? I know opinions 

are like assholes; every body has one. Here’s 

my opinion—Whatever Prairie Farms might 

have given will be returned to them in some 

way, probably in credits toward raw milk 

purchases, making the price tag this time 

around $00. plus keep lying Mike Chandler 

in charge to oversee DFA’s best interests of 

seeing SEGMPA die a slow but sure death. 

At last, mission accomplished for DFA. 

Please do whatever it takes to see Southern 

Belle end up in the hands of someone who 

has (zero) connection to DFA. Thanks for 

listening. 

A very concerned citizen 

P.S. Something else you may need to take 

a look at. Remember the children and 

families and taxpayers you were trying to 

protect when you made the new Dean spin 

off those plants. 

1.) The one in northern Alabama that 

needed to give Dean competition; you may 

not know but it’s gone. Dean has North 

Alabama schools all to themselves now. Poor 

children. 

2.) The one in Virginia that was supposed 

to give Dean competition in parts of Virginia; 

you may not know but it’s gone. Poor 

children. 

3.) The one in Indiana that was supposed 

to give Dean competition; you may not know 

it but it’s gone. Poor children. 

You might ought to watch the rest that 

were spun off because some of them may 

soon disappear as well. 

Thanks again for listening. 

[FR Doc. 07–709 Filed 2–21–07; 8:45 am] 

BILLING CODE 4410–11–M 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

Importer of Controlled Substances; 

Notice of Application 

Pursuant to 21 U.S.C. 958(i), the 

Attorney General shall, prior to issuing 

a registration under this Section to a 

bulk manufacturer of a controlled 

substance in schedule I or II and prior 

to issuing a regulation under 21 U.S.C. 

§ 952(a)(2)(B) authorizing the 

importation of such a substance, 

provide manufacturers holding 

registrations for the bulk manufacture of 

the substance an opportunity for a 

hearing. 

Therefore, in accordance with 21 CFR 

1301.34(a), this is notice that on 

November 27, 2005, Cambrex Charles 

City, Inc., 1205 11th Street, Charles City, 

Iowa 50616, made application by 

renewal to the Drug Enforcement 

Administration (DEA) to be registered as 

an importer of Phenylacetone (8501), a 

basic class of controlled substance listed 

in schedule II. 

The company plans to import 

Phenylacetone for use as a precursor in 

the manufacture of amphetamines only. 

Any bulk manufacturer who is 

presently, or is applying to be, 

registered with DEA to manufacture 

such basic class of controlled substance 

may file comments or objections to the 

issuance of the proposed registration 

and may, at the same time, file a written 

request for a hearing on such 

application pursuant to 21 CFR 1301.43 

and in such form as prescribed by 21 

CFR 1316.47. 

Any such written comments or 

objections being sent via regular mail 

should be addressed, in quintuplicate, 

to the Deputy Assistant Administrator, 

Office of Diversion Control, Drug 

Enforcement Administration, 

Washington, DC 20537, Attention: DEA 

Federal Register Representative/ODL; or 

any being sent via express mail should 

be sent to DEA Headquarters, Attention: 

DEA Federal Register Representative/ 

ODL, 2401 Jefferson-Davis Highway, 

Alexandria, Virginia 22301; and must be 

filed no later than March 26, 2007. 

This procedure is to be conducted 

simultaneously with and independent 

of the procedures described in 21 CFR 

§ 1301.34(b), (c), (d), (e) and (f). As 

noted in a previous notice published in 

the Federal Register on September 23, 

1975, (40 FR 43745–46), all applicants 

for registration to import a basic class of 

any controlled substance listed in 

schedule I or II are, and will continue 

to be required to demonstrate to the 

Deputy Assistant Administrator, Office 

of Diversion Control, Drug Enforcement 

Administration, that the requirements 

for such registration pursuant to 21 

U.S.C. 958(a), 21 U.S.C. 823(a), and 21 

CFR 1301.34(b), (c), (d), (e) and (f) are 

satisfied. 

Dated: February 14, 2007. 

Joseph T. Rannazzisi, 

Deputy Assistant Administrator, Office of 

Diversion Control, Drug Enforcement 

Administration. 

[FR Doc. E7–2992 Filed 2–21–07; 8:45 am] 

BILLING CODE 4410–09–P 

DEPARTMENT OF JUSTICE 

Drug Enforcement Administration 

Importer of Controlled Substances; 

Notice of Registration 

By Notice dated November 21, 2006 

and published in the Federal Register 

on December 1, 2006, (71 FR 69591), 

JFC Technologies LLC., 100 West Main 

Street, P.O. Box 669, Bound Brook, New 

Jersey 08805, made application by 

renewal to the Drug Enforcement 

Administration (DEA) to be registered as 

an importer of Meperidine intermediateB (9233), a basic class of controlled 

substance listed in schedule II. 

The company plans to import the 

basic class of controlled substance for 

production of controlled substances for 

distribution to its customers. 

No comments or objections have been 

received. DEA has considered the 

factors in 21 U.S.C. § 823(a) and § 952(a) 

and determined that the registration of 

JFC Technologies LLC to import the 

basic class of controlled substance is 

consistent with the public interest and 

with United States obligations under 

international treaties, conventions, or 

protocols in effect on May 1, 1971, at 

this time. DEA has investigated JFC 

Technologies LLC to ensure that the 

company’s registration is consistent 

with the public interest. The 

investigation has included inspection 

and testing of the company’s physical 


rwilkins on PROD1PC63 with NOTICES