Federal Register / Vol. 75, No. 106 / Thursday, June 3, 2010 / Notices 31465 

confirmation number (202) 514–1547. In 

requesting a copy from the Consent 

Decree Library, please enclose a check 

in the amount of 6.50 (25 cents per page 

reproduction cost) payable to the U.S. 

Treasury or, if by e-mail or fax, forward 

a check in that amount to the Consent 

Decree Library at the stated address. 

Maureen Katz, 

Assistant Section Chief, Environmental 

Enforcement Section, Environment and 

Natural Resources Division. 

[FR Doc. 2010–13278 Filed 6–2–10; 8:45 am] 

BILLING CODE 4410–15–P 

DEPARTMENT OF JUSTICE 

Antitrust Division 

United States, State of Illinois, State of 

Colorado, and State of Indiana v. AMC 

Entertainment Holdings, Inc. and 

Kerasotes Showplace Theatres, LLC 

Proposed Final Judgment and 

Competitive Impact Statement 

Notice is hereby given pursuant to the 

Antitrust Procedures and Penalties Act, 

15 U.S.C. Section 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, 

State of Illinois, State of Colorado, and 

State of Indiana v. AMC Entertainment 

Holdings, Inc. and Kerasotes Showplace 

Theatres, LLC, Civil Action No. 1:10– 

cv–00846. On May 21, 2010, the United 

States and co-plaintiffs filed a 

Complaint alleging that the proposed 

acquisition of most of the assets of 

Kerasotes Showplace Theatres, LLC by 

AMC Entertainment Holdings, Inc. 

would violate Section 7 of the Clayton 

Act, 15 U.S.C. 18 by lessening 

competition for theatrical exhibition of 

first-run films in the Chicago, Denver 

and Indianapolis metropolitan areas. 

The proposed Final Judgment, filed at 

the same time as the Complaint, 

requires AMC Entertainment Holdings, 

Inc. to divest first-run, commercial 

movie theatres, along with certain 

tangible and intangible assets, in those 

three cities in order to proceed with the 

proposed $275 million transaction. 

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, 

450 Fifth Street, NW., Suite 1010, 

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, 

Washington, DC. Copies of these 

materials may be obtained from the 

Antitrust Division upon request and 

payment of the copying fee set by 

Department of Justice regulations. 

Public comment is invited within 60 

days of the date of this notice. Such 

comments, and responses thereto, will 

be published in the Federal Register 

and filed with the Court. Comments 

should be directed to John R. Read, 

Chief, Litigation III Section, Antitrust 

Division, United States Department of 

Justice, 450 Fifth Street, NW., Suite 

4000, Washington, DC 20530 

(telephone: 202–307–0468). 

Patricia A. Brink, 

Deputy Director of Operations, Antitrust 

Division. 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, U.S. 

Department of Justice, Antitrust Division, 450 

Fifth Street, NW., Suite 4000, Washington, 

DC 20530, STATE OF ILLINOIS, Office of the 

Attorney General, State of Illinois, 100 West 

Randolph Street, 13th Floor, Chicago, Illinois 

60601, STATE OF COLORADO, Office of the 

Colorado Attorney General, 1525 Sherman 

St., Seventh Floor, Denver, Colorado 80203, 

and STATE OF INDIANA, Consumer 

Protection Division, Office of the Indiana 

Attorney General, Indiana Government 

Center South, 302 W. Washington, 5th Floor, 

Indianapolis, IN 46204, Plaintiffs, v. AMC 

ENTERTAINMENT HOLDINGS, INC., 920 

Main Street, Kansas City, Missouri 64105 and 

KERASOTES SHOWPLACE THEATRES, 

LLC, 224 North Des Plaines, Suite 200, 

Chicago, Illinois 60661, Defendants. 

Civil Action No: 1:10–cv–00846 

Judge: Kennedy, Henry H. 

Filed: 5/21/2010. 

Complaint 

The United States of America, acting 

under the direction of the Attorney 

General of the United States, and the 

States of Illinois, Colorado, and Indiana, 

acting through their Attorneys General, 

bring this civil antitrust action to 

prevent AMC Entertainment Holdings, 

Inc. (‘‘AMC’’) from acquiring most of the 

assets of Kerasotes Showplace Theatres, 

LLC (‘‘Kerasotes’’). If the acquisition is 

permitted, it would combine under 

common ownership the two leading, 

and in some cases only, mainstream 

movie theatres showing first-run 

commercial movies in certain parts of 

the metropolitan areas of Chicago, 

Denver, and Indianapolis. The 

transaction would substantially lessen 

competition and tend to create a 

monopoly in mainstream theatres in 

these markets in violation of Section 7 

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

I. Jurisdiction and Venue 

1. This action is filed by the United 

States pursuant to Section 15 of the 

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

to obtain equitable relief and to prevent 

a violation of Section 7 of the Clayton 

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

States of Illinois, Colorado and Indiana 

bring this action under Section 16 of the 

Clayton Act, 15 U.S.C. 26, to prevent the 

defendants from violating Section 7 of 

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

18. 

2. Defendants have consented to 

personal jurisdiction in this District. In 

addition, defendant AMC, through its 

subsidiary, AMC Entertainment, Inc., 

operates theatres in this District. The 

licensing and exhibition of first-run, 

commercial films is a commercial 

activity that substantially affects, and is 

in the flow of, interstate trade and 

commerce. Defendants’ activities in 

purchasing equipment, services, and 

supplies as well as licensing films for 

their theatres substantially affect 

interstate commerce. The Court has 

jurisdiction over the subject matter of 

this action and jurisdiction over the 

parties pursuant to 15 U.S.C. 22, 25, and 

26, and 28 U.S.C. 1331, 1337(a), and 

1345. 

3. Venue in this District is proper 

under 15 U.S.C. 22 and 28 U.S.C. 

1391(c). 

II. Defendants and the Proposed 

Transaction 

4. Defendant AMC is a Delaware 

corporation with its headquarters in 

Kansas City, Missouri. It is the holding 

company of AMC Entertainment, Inc. 

AMC owns or operates 304 theatres 

containing 4,574 screens in locations 

throughout the United States and four 

foreign countries. Measured by number 

of screens, AMC is the second-largest 

theatre circuit in the United States. 

5. Defendant Kerasotes is a Delaware 

corporation with its principal place of 

business in Chicago, Illinois. It owns or 

operates 96 theatres with 973 screens in 

various states. Kerasotes is the sixthlargest theatre circuit in the United 

States. 

6. On January 19, 2010, AMC and 

Kerasotes signed a purchase and sale 

agreement, under which AMC acquired 

Kerasotes (with the exception of three 

theatres that will be retained by the 

Kerasotes family) for approximately 

$275 million. 

III. Background of the Movie Industry 

7. Theatrical exhibition of feature 

length motion picture films (‘‘movies’’) 

provides a major source of out-of-home 

entertainment in the United States. 


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8. Viewing movies in the theatre is a 

popular pastime. Over 1.4 billion movie 

tickets were sold in the United States in 

2009, with total box office revenue 

exceeding $10.6 billion. 

9. Companies that operate movie 

theatres are called ‘‘exhibitors.’’ Some 

exhibitors own a single theatre, whereas 

others own a circuit of theatres within 

one or more regions of the United 

States. Established exhibitors include 

Regal, Carmike, and Cinemark, as well 

as AMC and Kerasotes. 

10. Exhibitors set ticket prices for 

each theatre based on a number of 

factors, including the presence and 

competitive decisions of nearby 

comparable theatres. 

IV. Relevant Markets 

A. Product Market 

11. Movies are a unique form of 

entertainment. The experience of 

viewing a movie in a theatre differs from 

live entertainment (e.g., a stage 

production), a sporting event, or 

viewing a movie in the home (e.g., on 

a DVD or via pay-per view). 

12. Home viewing of movies is not a 

reasonable substitute for viewing 

movies in a theatre. When consumers 

watch movies in their homes, they 

typically lose several advantages of the 

theatre experience, including the size of 

screen, the sophistication of sound 

systems, the opportunity to watch in 

3–D, and the social experience of 

viewing a movie with other patrons. 

Additionally, the most popular, newly 

released or ‘‘first-run’’ movies are not 

available for home viewing. 

13. Differences in the pricing of 

various forms of entertainment also 

reflect their lack of substitutability in 

the eyes of consumers. Ticket prices for 

movies are generally different from 

prices for other forms of entertainment. 

Tickets for most forms of live 

entertainment are typically significantly 

more expensive than movie tickets. 

Renting a DVD for home viewing is 

usually significantly less expensive than 

viewing a movie in a theatre. 

14. AMC and Kerasotes operate movie 

theatres that exhibit first-run, 

commercial movies (‘‘mainstream 

theatres’’). Mainstream theatres typically 

are multi-plex movie theatres that show 

a wide variety of first-run, commercial 

movies in order to attract all ages of 

moviegoers, from children to seniors. 

Mainstream theatres typically offer basic 

concessions, such as popcorn, candy 

and soft drinks. 

15. Mainstream theatres do not 

compete significantly with ‘‘sub-run’’ 

theatres specializing in exhibiting 

movies after the four-to-five-week first 

run has ended, with theatres 

specializing in art movies or foreign 

language movies, or with ‘‘premiere’’ 

theatres which typically offer fullservice dining, alcoholic beverages, an 

adults-only environment, and other 

luxury services and amenities not found 

in mainstream theatres. 

16. Tickets at mainstream theatres 

usually cost significantly more than 

tickets at sub-run theatres. Movies 

exhibited at sub-run theatres are no 

longer new releases, and moviegoers 

generally do not regard sub-run movies 

as adequate substitutes for first-run 

movies. 

17. Theatres that show art movies and 

foreign language movies are also not 

reasonable substitutes for mainstream 

theatres. Commercial movies typically 

appeal to different patrons than other 

types of movies, such as art movies or 

foreign language movies. For example, 

art movies tend to appeal more 

universally to mature audiences. 

Theatres that primarily exhibit art 

movies often contain auditoriums with 

fewer seats than mainstream theatres. 

Typically, art movies are released less 

widely than commercial movies. 

18. Premiere theaters do not typically 

serve as a competitive constraint on 

mainstream theaters. Premiere theatres 

often show first-run, commercial 

movies, but typically have more 

restrictive admission policies (e.g., 

minors must be accompanied by adults 

for all movies), charge higher ticket 

prices (sometimes as much as double 

the admission charged by typical firstrun theatres), serve alcoholic beverages, 

and often offer full-service restaurants 

or in-service dining. Premiere theatres 

also differ from mainstream theatres in 

the luxury items and amenities they 

offer to their guests. For instance, in 

addition to expanded food and beverage 

offerings, premiere theatres often feature 

reserved seating, leather and reclining 

seats, wait service, and complimentary 

refills of popcorn and sodas. Because of 

these differences, premiere theatres 

attract an audience that is distinct from 

the audience for mainstream theatres. 

19. The relevant product market 

within which to assess the competitive 

effects of this transaction is the 

exhibition of first-run, commercial 

movies in mainstream theatres. 

B. Geographic Markets 

20. Moviegoers typically are not 

willing to travel very far from their 

homes to attend a movie. As a result, 

geographic markets for mainstream 

theatres are relatively local. 

Chicago, Illinois Area 

21. AMC and Kerasotes account for a 

substantial portion of the mainstream 

theatre screens and ticket sales in three 

areas of the Chicago metropolitan area— 

the North Suburban Chicago area, the 

Upper Southwest Suburban Chicago 

area, and the Lower Southwest 

Suburban Chicago area. 

22. The North Suburban Chicago area, 

in and around the communities of 

Glenview and Skokie, encompasses 

AMC’s Northbrook Court 14, Kerasotes’ 

Glen 10, AMC’s Gardens 13, Kerasotes’ 

Village Crossing 18, and Kerasotes’ 

Showplace 12 (Niles) theatres. There are 

no other mainstream theatres in this 

North Suburban Chicago area. 

23. The Upper Southwest Suburban 

Chicago area, in and around the city of 

Naperville, encompasses AMC’s Cantera 

30 and Kerasotes’ Showplace 16 

(Naperville) theatres. There are no other 

mainstream theatres in this Upper 

Southwest Suburban Chicago area. 

24. The Lower Southwest Suburban 

Chicago area, in and around the village 

of Bolingbrook, encompasses AMC’s 

Woodridge 18 and Kerasotes’ 

Showplace 12 (Bolingbrook) theatres. 

There is only one other non-party 

mainstream theatre in this Lower 

Southwest Suburban area—a 16-screen 

Cinemark. 

25. Moviegoers who reside in these 

three suburban Chicago, Illinois areas 

are reluctant to travel significant 

distances out of each of these areas to 

attend a movie except in unusual 

circumstances. The relevant geographic 

markets in which to assess the 

competitive effects of this transaction 

are the North Suburban Chicago, Upper 

Southwest Suburban Chicago, and 

Lower Southwest Suburban Chicago 

areas. 

Denver, Colorado Area 

26. AMC and Kerasotes account for a 

substantial portion of the mainstream 

theatre screens and ticket sales in two 

areas of the Denver metropolitan area. 

27. The Upper Northwest Denver area, 

in and around the cities of Louisville 

and Broomfield, encompasses Kerasotes’ 

Colony Square 12 and AMC’s Flatiron 

Crossing 14 theatres. There are no other 

mainstream theatres in this Upper 

Northwest Denver area. 

28. The Lower Northwest Denver area, 

in and around the cities of Westminster 

and Arvada, encompasses AMC’s 

Westminster Promenade 24 and 

Kerasotes’ Olde Town 14 theatres. There 

are no other mainstream theatres in this 

Lower Northwest Denver area. 

29. Moviegoers who reside in these 

two Denver, Colorado areas are reluctant 


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to travel significant distances out of 

each of these areas to attend a movie 

except in unusual circumstances. The 

relevant geographic markets in which to 

assess the competitive effects of this 

transaction are the Upper Northwest 

Denver and Lower Northwest Denver 

areas. 

Indianapolis, Indiana Area 

30. AMC and Kerasotes account for a 

substantial portion of the first-run 

movie screens and ticket sales in two 

areas of the Indianapolis metropolitan 

area. 

31. The North Indianapolis area, in 

and around the community of Glendale, 

encompasses AMC’s Castleton Square 

14 and Kerasotes’ Glendale Town 12 

theatres. There is only one other nonparty mainstream theatre in this North 

Indianapolis area—a Regal theatre with 

14 screens. 

32. The South Indianapolis area, in 

and around the city of Greenwood, 

encompasses AMC’s Greenwood 14 and 

Kerasotes’ Showplace 16 and IMAX. 

There are no other mainstream theatres 

in this South Indianapolis area. 

33. Moviegoers who reside in these 

Indianapolis, Indiana areas are reluctant 

to travel significant distances out of 

each of these areas to attend a movie 

except in unusual circumstances. The 

relevant geographic market in which to 

assess the competitive effects of this 

transaction are the North Indianapolis 

and the South Indianapolis areas. 

C. The Relevant Markets 

34. A small but significant postacquisition increase in movie ticket 

prices at mainstream theatres in the 

relevant geographic markets would not 

cause a sufficient number of customers 

to shift to other alternatives, including 

to other forms of entertainment, to nonmainstream theatres, or to mainstream 

theatres outside the relevant geographic 

markets described above in sufficient 

numbers to make such a price increase 

unprofitable for the newly combined 

entity. Therefore, the relevant markets 

in which to assess the competitive 

effects of this transaction are the 

mainstream theatres in the North 

Suburban Chicago, Upper Southwest 

Suburban Chicago, Lower Southwest 

Suburban Chicago, Upper Northwest 

Denver, Lower Northwest Denver, North 

Indianapolis, and South Indianapolis 

areas. 

V. Competitive Effects 

35. Exhibitors compete on multiple 

dimensions to attract moviegoers to 

their theatres over the theatres of their 

rivals. They compete over the quality of 

the viewing experience. They compete 

to offer the most sophisticated sound 

and viewing systems, best picture 

clarity, nicest seats with best views, and 

cleanest floors and lobbies for 

moviegoers. Exhibitors also compete on 

price, knowing that if they charge too 

much (or do not offer sufficient 

discounted tickets for matinees, seniors, 

children, etc.), moviegoers might visit 

rival theatres. 

36. In the geographic markets of the 

North Suburban Chicago area, the Upper 

Southwest Suburban Chicago area, the 

Lower Southwest Suburban Chicago 

area, the Upper Northwest Denver area, 

the Lower Northwest Denver area, the 

North Indianapolis area, and the South 

Indianapolis area, AMC and Kerasotes 

compete head-to-head for moviegoers. 

These geographic markets are 

concentrated, and in each market AMC 

and Kerasotes are the other’s most 

significant competitor, given their 

proximity to one another and similarity 

in size and quality of viewing 

experience. Competition between AMC 

and Kerasotes spurs each to improve its 

quality and keeps prices in check. 

Chicago, Illinois Area 

37. In the North Suburban Chicago 

area, the proposed transaction would 

give the combined entity control of all 

five mainstream theatres in that area, 

with 83 out of 83 total screens and a 

100% share of 2009 box office revenues, 

which totaled approximately $24.9 

million. Using a measure of market 

concentration called the HerfindahlHirschman Index (‘‘HHI’’), explained in 

Appendix A, the transaction would 

yield a post-transaction HHI of 

approximately 10,000, representing an 

increase of 4,856. 

38. In the Upper Southwest Suburban 

Chicago area, the proposed transaction 

would give the newly combined entity 

control of the only two mainstream 

theatres in that area, with 46 out of 46 

total screens and a 100% share of 2009 

box office revenues, which totaled 

approximately $16.4 million. The 

transaction would yield a posttransaction HHI of approximately 

10,000, representing an increase of 

4,875. 

39. In the Lower Southwest Suburban 

Chicago area, the proposed transaction 

would give the newly combined entity 

control of two of the three mainstream 

theatres in that area, with 30 out of 46 

total screens and a 53.0% share of 2009 

box office revenues, which totaled 

approximately $12.3 million. The 

transaction would yield a posttransaction HHI of approximately 5,017, 

representing an increase of 1,221. 

Denver, Colorado Area 

40. In the Upper Northwest Denver 

area, the proposed transaction would 

give the newly combined entity control 

of the only two mainstream theatres in 

that area, with 26 out of 26 total screens 

and a 100% share of 2009 box office 

revenues, which totaled approximately 

$5.3 million. The transaction would 

yield a post-transaction HHI of 

approximately 10,000, representing an 

increase of 4,356. 

41. In the Lower Northwest Denver 

area, the proposed transaction would 

give the newly combined entity control 

of the only two mainstream theatres in 

that area, with 38 out of 38 total screens 

and a 100% share of 2009 box office 

revenues, which totaled approximately 

$13.3 million. The transaction would 

yield a post-transaction HHI of 

approximately 10,000, representing an 

increase of 3,669. 

Indianapolis, Indiana Area 

42. In the North Indianapolis area, the 

proposed transaction would give the 

newly combined entity control of two of 

the three mainstream theatres in that 

area, with 26 out of 40 total screens and 

a 76.1% share of 2009 box office 

revenues, which totaled approximately 

$9.3 million. The transaction would 

yield a post-transaction HHI of 

approximately 6,357, representing an 

increase of 2,689. 

43. In the South Indianapolis area, the 

proposed transaction would give the 

newly combined entity control of the 

only two mainstream theatres in that 

area, with 30 out of 30 total screens and 

a 100% share of 2009 box office 

revenues, which totaled approximately 

$10.1 million. The transaction would 

yield a post-transaction HHI of 

approximately 10,000, representing an 

increase of 4,838. 

44. The proposed transaction would 

likely lessen competition significantly 

in the relevant markets. Today, if AMC 

or Kerasotes were to increase its prices 

at a theatre in one of the relevant 

markets, and the other did not follow, 

the theatre that increased its prices 

might lose business to the other. The 

proposed transaction would eliminate 

this pricing constraint and is therefore 

likely to lead to higher prices for 

moviegoers, which could take the form 

of a higher adult evening ticket price or 

reduced discounting, e.g., for matinees, 

children, seniors, and students. 

45. The proposed transaction would 

also eliminate competition between 

AMC and Kerasotes over the quality of 

the viewing experience in each of the 

geographic markets at issue. The 

combined entity would have reduced 


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incentives to maintain, upgrade, and 

renovate its theatres in the relevant 

markets, and to improve those theatres’ 

amenities and services, thus reducing 

the quality of the viewing experience for 

a moviegoer. 

46. The presence in some of the 

relevant geographic markets of other 

non-party mainstream theatres would be 

insufficient to replace the competition 

lost due to the transaction and thus 

render unprofitable post-transaction 

increases in ticket prices or decreases in 

quality by the newly combined entity. 

VI. Entry 

47. Sufficient and timely entry that 

would deter or counteract the 

anticompetitive effects alleged above is 

unlikely. Exhibitors are reluctant to 

locate new mainstream theatres near 

existing theatres unless the population 

density, demographics, or the quality of 

existing theatres makes new entry 

viable. Those conditions do not exist in 

any of the relevant geographic markets. 

VII. Violation Alleged 

48. The plaintiffs hereby 

reincorporate paragraphs 1 through 47. 

49. The effect of the proposed 

transaction would be to lessen 

competition substantially in the relevant 

geographic markets in violation of 

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

18. 

50. The transaction would likely have 

the following effects, among others: (a) 

Prices for first-run, commercial movie 

tickets in mainstream theatres would 

likely increase to levels above those that 

would prevail absent the transaction; 

and (b) the quality of mainstream 

theatres and the mainstream theatre 

viewing experience in the relevant 

geographic areas would likely decrease 

below levels that would prevail absent 

the transaction. 

VIII. Requested Relief 

51. The plaintiffs request: (a) 

Adjudication that the proposed 

transaction would violate Section 7 of 

the Clayton Act; (b) permanent 

injunctive relief to prevent the 

consummation of the proposed 

transaction; (c) an award to each 

plaintiff of its costs in this action; and 

(d) such other relief as is proper. 

Dated: May 21, 2010. 

For Plaintiff United States of America 

/s/ lllllllllllllllllll

Christine A. Varney, 

Assistant Attorney General, Antitrust 

Division 

/s/ lllllllllllllllllll

Molly S. Boast, 

Deputy Assistant Attorney General 

/s/ lllllllllllllllllll

William F. Cavanaugh, Jr., 

Deputy Assistant Attorney General 

/s/ lllllllllllllllllll

Patricia A. Brink, 

Deputy Director of Operations 

/s/ lllllllllllllllllll

John R. Read, 

Chief 

David Kully, 

Assistant Chief 

Litigation III 

/s/ lllllllllllllllllll

Gregg I. Malawer, (DC Bar No. 481685) 

Nina B. Hale 

Bennett J. Matelson, (DC Bar No. 454551) 

Creighton J. Macy, 

U.S. Department of Justice, Antitrust 

Division, 450 5th Street, NW., Suite 4000, 

Washington, DC 20530, Telephone: (202) 

616–5943, Fax: (202) 514–7308, E-mail: 

gregg.malawer@usdoj.gov, Attorneys for 

Plaintiff the United States 

Dated: May 21, 2010. 

For Plaintiff State of Illinois: 

Lisa Madigan, 

Attorney General 

/s/ lllllllllllllllllll

By: Robert Pratt, Chief, Antitrust Bureau, 

Office of the Attorney General, State of 

Illinois, 100 West Randolph Street, 13th 

Floor, Chicago, Illinois 60601, Telephone: 

(312) 814–3722, Fax: (312) 814–4209, E-mail: 

RPratt@atg.state.il.us 

For Plaintiff State of Colorado: 

John Suthers, 

Attorney General 

/s/ lllllllllllllllllll

By: Devin Laiho, Assistant Attorney General, 

Antitrust Enforcement, Office of the Colorado 

Attorney General, 1525 Sherman St., Seventh 

Floor, Denver, Colorado 80203, Telephone: 

(303) 866–5079, Fax: (303) 866–5691, E-mail: 

Devin.Laiho@state.co.us 

For Plaintiff State of Indiana: 

Greg Zoeller, 

Attorney General 

/s/ lllllllllllllllllll

By: Abigail Lawlis Kuzma, Director and Chief 

Counsel, Consumer Protection Division, 

Office of the Indiana Attorney General, 

Indiana Government Center South, 302 W. 

Washington, 5th Floor, Indianapolis, IN 

46204, Telephone: (317) 234–6843, Fax: (317) 

232–7979, E-mail: AKuzuma@atg.in.gov 

Appendix A 

Definition of HHI and Calculations for 

Market 

‘‘HHI’’ means the Herfindahl-Hirschman 

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 

thirty, thirty, twenty and twenty percent, the 

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

The HHI takes into account the relative size 

and distribution of the firms in a market and 

approaches zero when a market consists of a 

large number of firms of relatively equal size. 

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 1,000 

and 1,800 points are considered to be 

moderately concentrated, and those in which 

the HHI is in excess of 1,800 points are 

considered to be concentrated. Transactions 

that increase the HHI by more than 100 

points in concentrated markets 

presumptively raise antitrust concerns under 

the Merger Guidelines. See Merger 

Guidelines 1.51. 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, STATE 

OF ILLINOIS, STATE OF COLORADO and 

STATE OF INDIANA, Plaintiffs, v. AMC 

ENTERTAINMENT HOLDINGS, INC., and 

KERASOTES SHOWPLACE THEATRES, 

LLC, Defendants. 

Civil Action No: 10–0846 

Judge: 

Filed: 5/21/2010. 

Final Judgment 

Whereas, Plaintiffs, United States of 

America, State of Illinois, State of 

Colorado, and State of Indiana, filed 

their Complaint on May 21, 2010, the 

Plaintiffs and Defendants, AMC 

Entertainment Holdings, Inc. (‘‘AMC’’) 

and Kerasotes Showplace Theatres, LLC 

(‘‘Kerasotes’’), 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 the Defendants to assure that 

competition is not substantially 

lessened; 

And Whereas, Plaintiffs require 

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 Plaintiffs 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: 


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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 which AMC 

divests the Divestiture Assets. 

B. ‘‘AMC’’ means defendant AMC 

Entertainment Holdings, Inc., a 

Delaware corporation with its principal 

place of business in Kansas City, 

Missouri, its successors and assigns, and 

its subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

C. ‘‘Kerasotes’’ means defendant 

Kerasotes Showplace Theatres, LLC, a 

Delaware corporation with its principal 

place of business in Chicago, Illinois, its 

successors and assigns, and its 

subsidiaries, divisions, groups, 

affiliates, partnerships and joint 

ventures, and their directors, officers, 

managers, agents, and employees. 

D. ‘‘Landlord Consent’’ means any 

contractual approval or consent that the 

landlord or owner of one or more of the 

Divestiture Assets, or of the property on 

which one or more of the Divestiture 

Assets is situated, must grant prior to 

the transfer of one of the Divestiture 

Assets to an Acquirer. 

E. ‘‘Divestiture Assets’’ means the 

following theatre assets: 

Theatre Address 

1 ........... AMC Cantera 30 ............................................................................. 28250 Diehl Road, Warrenville, IL 60555. 

2 ........... Kerasotes Showplace 12 (Bolingbrook) .......................................... 1221 West Boughton Road, Bolingbrook, IL 60440. 

3 ........... Kerasotes Glen 10 .......................................................................... 1850 Tower Drive, Glenview, IL 60026. 

4 ........... AMC Gardens 13 ............................................................................ 4999 Old Orchard Shopping Center, Skokie, IL 60077, 

5 ........... Kerasotes Colony Square 12 .......................................................... 1164 West Dillon Road, Louisville, CO 80027. 

6 ........... Kerasotes Olde Town 14 ................................................................ 5550 Wadsworth Boulevard, Arvada, CO 80002. 

7 ........... Kerasotes Showplace 12 (Glendale 10) OR AMC Castleton 

Square 14.

6102 N. Rural Street, Indianapolis, IN 46220. 

6020 East 82nd Street, Indianapolis, IN 46250. 

8 ........... AMC Greenwood 14 ........................................................................ 461 South Greenwood Park Drive, Greenwood, IN 46142. 

The term ‘‘Divestiture Assets’’ 

includes: 

1. All tangible assets that comprise 

the business of operating mainstream 

theatres that exhibit first-run, 

commercial movies, including, but not 

limited to, real property and 

improvements, research and 

development activities, all equipment, 

fixed assets, and fixtures, personal 

property, inventory, office furniture, 

materials, supplies, and other tangible 

property and all assets used in 

connection with the Divestiture Assets; 

all licenses, permits, and authorizations 

issued by any governmental 

organization relating to the Divestiture 

Assets; all contracts (including 

management contracts), teaming 

arrangements, agreements, leases, 

commitments, certifications, and 

understandings relating to the 

Divestiture Assets, including supply 

agreements; all customer lists (including 

loyalty club data at the option of the 

Acquirer(s), copies of which may be 

retained by AMC at its option), 

contracts, accounts, and credit records; 

all repair and performance records and 

all other records relating to the 

Divestiture Assets; 

2. All intangible assets used in the 

development, production, servicing, and 

sale of the Divestiture Assets, including, 

but not limited to, all patents, licenses 

and sublicenses, intellectual property, 

copyrights, trademarks, trade names, 

service marks, service names, technical 

information, computer software (except 

Defendants’ proprietary software) and 

related documentation, know-how, 

trade secrets, drawings, blueprints, 

designs, design protocols, specifications 

for materials, specifications for parts 

and devices, safety procedures for the 

handling of materials and substances, 

all research data concerning historic and 

current research and development 

relating to Divestiture Assets, quality 

assurance and control procedures, 

design tools and simulation capability, 

all manuals and technical information 

Defendants provide to their own 

employees, customers, suppliers, agents, 

or licensees, and all research data 

concerning historic and current research 

and development efforts relating to the 

Divestiture Assets; provided, however, 

that this term does not include assets 

that the Defendants do not own or that 

AMC is not legally able to transfer. 

III. Applicability 

A. This Final Judgment applies to 

AMC and Kerasotes, 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 Sections 

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. AMC is ordered and directed, 

within sixty (60) calendar days after the 

filing of the Complaint in this matter, 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 

one or more Acquirer(s) acceptable to 

the United States in its sole discretion 

(after consultation with the State of 

Illinois, the State of Colorado, and the 

State of Indiana, as appropriate). The 

United States, in its sole discretion, may 

agree to one or more extensions of this 

time period, and shall notify the Court 

in such circumstances. AMC agrees to 

use its best efforts to divest the 

Divestiture Assets as expeditiously as 

possible. 

B. In accomplishing the divestitures 

ordered by this Final Judgment, AMC 

promptly shall make known, by usual 

and customary means, the availability of 

the Divestiture Assets. AMC 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. AMC 

shall offer to furnish to all prospective 

Acquirers, subject to customary 

confidentiality assurances, all 


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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 privilege or 

work-product doctrine. AMC shall make 

available such information to the 

Plaintiffs at the same time that such 

information is made available to any 

other person. 

C. AMC shall provide the Acquirer(s) 

and the United States information 

relating to the personnel involved in the 

operation of the Divestiture 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 of the Divestiture 

Assets. 

D. AMC shall permit prospective 

Acquirer(s) of the Divestiture Assets to 

have reasonable access to personnel and 

to make inspections of the physical 

facilities 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, or other 

documents and information customarily 

provided as part of a due diligence 

process. 

E. AMC shall warrant to Acquirer(s) of 

the Divestiture Assets that each asset 

will be operational on the date of sale. 

F. Defendants shall not take any 

action that will impede in any way the 

permitting, operation, or divestitures of 

the Divestiture Assets. At the option of 

the Acquirer(s), AMC shall enter into an 

agreement for products and services, 

such as computer support services, that 

are reasonably necessary for the 

Acquirer(s) to effectively operate the 

Divestiture Assets during a transition 

period. The terms and conditions of any 

contractual arrangements meant to 

satisfy this provision must be 

commercially reasonable for those 

products and services for which the 

agreement is entered and shall remain 

in effect for no more than three months, 

absent approval of the United States, in 

its sole discretion (after consultation 

with the State of Illinois, the State of 

Colorado, and the State of Indiana, as 

appropriate). 

G. AMC shall warrant to the 

Acquirer(s) that there are no material 

defects in the environmental, zoning, or 

other permits pertaining to the 

operation of each asset. Following the 

sale of the Divestiture Assets, 

Defendants will not undertake, directly 

or indirectly, any challenges to the 

environmental, zoning, or other permits 

relating to the operation of the 

Divestiture Assets. 

H. Unless the United States (after 

consultation with the State of Illinois, 

the State of Colorado, and the State of 

Indiana, as appropriate) otherwise 

consents in writing, the divestitures 

made pursuant to Section IV, or by 

trustee appointed pursuant to Section V 

of this Final Judgment, shall include the 

entire Divestiture Assets, and shall be 

accomplished in such a way as to satisfy 

the United States, in its sole discretion 

(after consultation with the State of 

Illinois, the State of Colorado, and the 

State of Indiana, as appropriate) that the 

Divestiture Assets can and will be used 

by the Acquirer(s) as part of a viable, 

ongoing business of operating 

mainstream theatres that exhibit firstrun, commercial movies. Divestitures 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 

(after consultation with the State of 

Illinois, the State of Colorado, and the 

State of Indiana, as appropriate) that the 

Divestiture Assets will remain viable 

and the divestitures of such assets will 

remedy the competitive harm alleged in 

the Complaint. The divestitures, 

whether pursuant to Section IV or 

Section V of this Final Judgment. 

(1) Shall be made to Acquirers that, in 

the United States’ sole judgment (after 

consultation with the State of Illinois, 

the State of Colorado, and the State of 

Indiana, as appropriate) have the intent 

and capability (including the necessary 

managerial, operational, technical, and 

financial capability) of competing 

effectively in the business of 

mainstream theatres exhibiting first-run, 

commercial movies; and 

(2) Shall be accomplished so as to 

satisfy the United States, in its sole 

discretion (after consultation with the 

State of Illinois, the State of Colorado, 

and the State of Indiana, as appropriate) 

that none of the terms of any agreement 

between Acquirers and Defendants give 

the ability unreasonably to raise the 

Acquirers’ costs, to lower the Acquirers’ 

efficiency, or otherwise to interfere in 

the ability of the Acquirers to compete 

effectively. 

V. Appointment of Trustee 

A. If AMC has not divested the 

Divestiture Assets within the time 

period specified in Section IV(A), AMC 

shall notify the United States of that fact 

in writing. Upon application of the 

United States, the Court shall appoint a 

trustee selected by the United States and 

approved by the Court to effect the 

divestitures of the Divestiture Assets. 

B. After the appointment of a trustee 

becomes effective, only the trustee shall 

have the right to sell the Divestiture 

Assets. The trustee shall have the power 

and authority to accomplish the 

divestitures to Acquirer(s) acceptable to 

the United States (after consultation 

with the State of Illinois, the State of 

Colorado, and the State of Indiana, as 

appropriate) at such price and on such 

terms as are then obtainable upon 

reasonable effort by the trustee, subject 

to the provisions of Sections IV, V, VI, 

and VII of this Final Judgment, and shall 

have such other powers as this Court 

deems appropriate. Subject to Section 

V(D) of this Final Judgment, the trustee 

may hire at the cost and expense of 

AMC any investment bankers, attorneys, 

or other agents, who shall be solely 

accountable to the trustee, reasonably 

necessary in the trustee’s judgment to 

assist in the divestiture. 

C. Defendants shall not object to a sale 

by the trustee on any ground other than 

the trustee’s malfeasance. Any such 

objections by Defendants must be 

conveyed in writing to the United States 

and the trustee within ten (10) calendar 

days after the trustee has provided the 

notice required under Section VII. 

D. The trustee shall serve at the cost 

and expense of AMC, on such terms and 

conditions as the United States 

approves, and shall account for all 

monies derived from the sale of the 

assets sold by the trustee and all costs 

and expenses so incurred. After 

approval by the Court of the trustee’s 

accounting, including fees for its 

services and those of any professionals 

and agents retained by the trustee, all 

remaining money shall be paid to AMC 

and the trust shall then be terminated. 

The compensation of the trustee and 

any professionals and agents retained by 

the trustee shall be reasonable in light 

of the value of the Divestiture Assets 

and based on a fee arrangement 

providing the trustee with an incentive 

based on the price and terms of the 

divestitures and the speed with which 

it is accomplished, but timeliness is 

paramount. 

E. Defendants shall use their best 

efforts to assist the trustee in 

accomplishing the required divestitures. 

The trustee and any consultants, 

accountants, attorneys, and other 

persons retained by the trustee shall 

have full and complete access to the 

personnel, books, records, and facilities 

of the business to be divested, and 

Defendants shall develop financial and 

other information relevant to such 

business as the trustee may reasonably 

request, subject to reasonable protection 

for trade secret or other confidential 

research, development, or commercial 

information. Defendants shall take no 

action to interfere with or to impede the 


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trustee’s accomplishment of the 

divestitures. 

F. After its appointment, the trustee 

shall file monthly reports with the 

parties and the Court setting forth the 

trustee’s efforts to accomplish the 

divestitures ordered under this Final 

Judgment. To the extent such reports 

contain information that the trustee 

deems confidential, such reports shall 

not be filed in the public docket of the 

Court. Such reports shall include the 

name, address, and telephone number of 

each person who, during the preceding 

month, made an offer to acquire, 

expressed an interest in acquiring, 

entered into negotiations to acquire, or 

was contacted or made an inquiry about 

acquiring, any interest in the Divestiture 

Assets, and shall describe in detail each 

contact with any such person. The 

trustee shall maintain full records of all 

efforts made to divest the Divestiture 

Assets. 

G. If the trustee has not accomplished 

the divestitures ordered under this Final 

Judgment within six (6) months after its 

appointment, the trustee shall promptly 

file with the Court a report setting forth 

(1) the trustee’s efforts to accomplish the 

required divestitures, (2) the reasons, in 

the trustee’s judgment, why the required 

divestitures have not been 

accomplished, and (3) the trustee’s 

recommendations. To the extent such 

reports contain information that the 

trustee deems confidential, such reports 

shall not be filed in the public docket 

of the Court. The trustee shall at the 

same time furnish such report to the 

United States, which 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 trustee’s 

appointment by a period requested by 

the United States. 

VI. Landlord Consent 

A. If AMC is unable to effect the 

divestitures required herein due to the 

inability to obtain the Landlord Consent 

for any of the Divestiture Assets, AMC 

shall divest alternative theatre assets 

that compete effectively with the 

theatres for which the Landlord Consent 

was not obtained. The United States 

shall, in its sole discretion (after 

consultation with the State of Illinois, 

the State of Colorado, and the State of 

Indiana, as appropriate) determine 

whether such theatre assets compete 

effectively with the theatres for which 

landlord consent was not obtained. 

B. Within five (5) business days 

following a determination that Landlord 

Consent cannot be obtained for the 

Divestiture Assets, AMC shall notify the 

United States and propose an alternative 

divestiture pursuant to Section VI(A). 

The United States shall have then ten 

(10) business days in which to 

determine whether such theatre assets 

are a suitable alternative pursuant to 

Section VI(A). If AMC’s selection is 

deemed not to be a suitable alternative, 

the United States shall in its sole 

discretion select the theatre assets to be 

divested (after consultation with the 

State of Illinois, the State of Colorado, 

and the State of Indiana, as appropriate). 

C. If the trustee is responsible for 

effecting the divestitures, it shall notify 

both the United States and AMC within 

five (5) business days following a 

determination that Landlord Consent 

cannot be obtained for the Divestiture 

Assets. AMC shall thereafter have five 

(5) business days to propose an 

alternative divestiture pursuant to 

Section VI(A). The United States shall 

have then ten (10) business days in 

which to determine whether such 

theatre assets are suitable alternative 

pursuant to Section VI(A). If AMC’s 

selection is deemed not to be a suitable 

competitive alternative, the United 

States shall in its sole discretion select 

the theatre assets to be divested (after 

consultation with the State of Illinois, 

the State of Colorado, and the State of 

Indiana, as appropriate). 

VII. Notice of Proposed Divestitures 

A. Within two (2) business days 

following execution of a definitive 

divestiture agreement, AMC or the 

trustee, whichever is then responsible 

for effecting the divestitures required 

herein, shall notify the United States 

(and, as appropriate, the State of 

Illinois, the State of Colorado, and the 

State of Indiana), of any proposed 

divestitures required by Sections IV or 

V of this Final Judgment. If the trustee 

is responsible, it shall similarly notify 

Defendants. The notice shall set forth 

the details of the proposed divestitures 

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 (the State of 

Illinois, the State of Colorado, and the 

State of Indiana) of such notice, the 

United States may request from 

Defendants, the proposed Acquirer(s), 

any other third party, or the trustee, if 

applicable, additional information 

concerning the proposed divestitures, 

the proposed Acquirer(s), and any other 

potential Acquirer(s). Defendants and 

the trustee shall furnish any additional 

information requested within fifteen 

(15) calendar days of the receipt of the 

request, unless the parties shall 

otherwise agree. 

C. Within thirty (30) calendar days 

after receipt of the notice or within 

twenty (20) calendar days after the 

United States has been provided the 

additional information requested from 

Defendants, the proposed Acquirer(s), 

any third party, and the trustee, 

whichever is later, the United States 

shall provide written notice to 

Defendants and the trustee, if there is 

one, stating whether or not it objects to 

the proposed divestitures. If the United 

States provides written notice that it 

does not object, the divestitures may be 

consummated, subject only to 

Defendants’ limited right to object to the 

sale under Section V(C) of this Final 

Judgment. Absent written notice that the 

United States does not object to the 

proposed Acquirer(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(C), a divestiture proposed under 

Section V shall not be consummated 

unless approved by the Court. 

VIII. Financing 

Defendants shall not finance all or 

any part of any purchase made pursuant 

to Section IV or V of this Final 

Judgment. 

IX. Hold Separate 

Until the divestitures required by this 

Final Judgment have been 

accomplished, Defendants shall take all 

steps necessary to comply with the Hold 

Separate Stipulation and Order entered 

by this Court. Defendants shall take no 

action that would jeopardize the 

divestitures ordered by this Court. 

X. 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 

have been completed under Sections IV 

or V, AMC shall deliver to the United 

States an affidavit as to the fact and 

manner of its compliance with Sections 

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 


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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 AMC has taken 

to solicit buyers for the Divestiture 

Assets, and to provide required 

information to prospective purchasers, 

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 AMC, 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, AMC 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 IX of this Final 

Judgment. AMC shall deliver to the 

United States an affidavit describing any 

changes to the efforts and actions 

outlined in AMC’s 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. 

XI. Compliance Inspection 

A. For the purposes of determining or 

securing compliance with this Final 

Judgment, or of determining whether 

the Final Judgment should be modified 

or vacated, and subject to any legally 

recognized privilege, from time to time 

duly authorized representatives of the 

United States Department of Justice 

Antitrust Division (‘‘DOJ’’), 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 

plaintiffs’ 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, 

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)(1)(G) 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)(1)(G) of the Federal Rules of Civil 

Procedure,’’ then the plaintiffs shall give 

Defendants ten (10) calendar days notice 

prior to divulging such material in any 

legal proceeding (other than a grand jury 

proceeding). 

XII. Notification 

Unless such transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a (the 

‘‘HSR Act’’), AMC, without providing 

advance notification to the DOJ, shall 

not directly or indirectly acquire any 

assets of or any interest, including any 

financial, security, loan, equity or 

management interest, in the business of 

theatres exhibiting first-run, commercial 

movies in Cook County, Illinois; Dupage 

County, Illinois; Adams County, 

Colorado; Boulder County, Colorado; 

Jefferson County, Colorado; Marion 

County, Indiana; and Johnson County, 

Indiana during a ten year period. 

Unless such transaction is otherwise 

subject to the reporting and waiting 

period requirements of the Hart-ScottRodino Antitrust Improvements Act of 

1976, as amended, 15 U.S.C. 18a (the 

‘‘HSR Act’’), Kerasotes, without 

providing advance notification to the 

DOJ, shall not directly or indirectly 

acquire any assets of or any interest, 

including any financial, security, loan, 

or equity interest, in the business of 

theatres exhibiting first-run, commercial 

movies in Cook County, Illinois during 

a ten year period. Notwithstanding the 

preceding sentence, in no event shall 

Kerasotes be required to provide 

advance notification under this 

provision of any of the following 

activities: (i) engaging in a sale/ 

leaseback, developer-financed or similar 

transaction, or developing internally 

using its own or third-party financing, 

in each case with respect to a newly 

developed theatre; or (ii) making an 

acquisition of not more than two 

percent of the outstanding voting 

securities of a publicly-traded company 

with theatres exhibiting first-run, 

commercial movies where such 

investment is made ‘‘solely for the 

purpose of investment’’ as that term is 

construed under 15 U.S.C. 802.9. 

Such notification shall be provided to 

the DOJ in the same format as, and per 

the instructions relating to the 

Notification and Report Form set forth 

in the Appendix to Part 803 of Title 16 

of the Code of Federal Regulations as 

amended, except that the information 

requested in Items 5 through 9 of the 

instructions must be provided only 

about mainstream theatres that exhibit 

first-run, commercial movies. 

Notification shall be provided at least 

thirty (30) calendar days prior to 

acquiring any such interest, and shall 

include, beyond what may be required 

by the applicable instructions, the 

names of the principal representatives 

of the parties to the agreement who 

negotiated the agreement, and any 

management or strategic plans 

discussing the proposed transaction. If 

within the 30-day period after 

notification, representatives of the DOJ 

make a written request for additional 

information, Defendants shall not 

consummate the proposed transaction 

or agreement until thirty (30) days after 

submitting all such additional 

information. Early termination of the 

waiting periods in this paragraph may 

be requested and, where appropriate, 

granted in the same manner as is 

applicable under the requirements and 

provisions of the HSR Act and rules 

promulgated thereunder. This Section 

shall be broadly construed and any 

ambiguity or uncertainty regarding the 

filing of notice under this Section shall 

be resolved in favor of filing notice. 

XIII. No Reacquisition 

AMC may not reacquire any part of 

the Divestiture Assets divested under 


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this Final Judgment during the term of 

this Final Judgment. 

XIV. 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. 

XV. Expiration of Final Judgment 

Unless this Court grants an extension, 

this Final Judgment shall expire ten (10) 

years from the date of its entry. 

XVI. Public Interest Determination 

Entry of this Final Judgment is in the 

public interest. The parties have 

complied with the requirements of the 

Antitrust Procedures and Penalties Act, 

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

available to the public of this Final 

Judgment, the Competitive Impact 

Statement, and any comments thereon 

and the United States responses to 

comments. Based upon the record 

before the Court, which includes the 

Competitive Impact Statement and any 

comments and response to comments 

filed with the Court, entry of this Final 

Judgment is in the public interest. 

Date: llllllllllllllllll

Court approval subject to procedures of 

Antitrust Procedures and Penalties Act, 15 

U.S.C. 16 

lllllllllllllllllllll

United States District Judge 

UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

UNITED STATES OF AMERICA, STATE 

OF ILLINOIS, STATE OF COLORADO, and 

STATE OF INDIANA, Plaintiffs, v. AMC 

ENTERTAINMENT HOLDINGS, INC., and 

KERASOTES SHOWPLACE THEATRES, 

LLC, Defendants. 

Civil Action No.: 1:10–cv–00846 

Judge Kennedy, Henry, H. 

Filed: 5/21/2010. 

Competitive Impact Statement 

Plaintiff, United States of America, 

pursuant to Section 2(b) of the Antitrust 

Procedures and Penalties Act (‘‘APPA’’ 

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

files this Competitive Impact Statement 

relating to the proposed Final Judgment 

submitted for entry in this civil antitrust 

proceeding. 

I. Nature and Purpose of the Proceeding 

On January 19, 2010, Defendant AMC 

Entertainment Holdings, Inc. (‘‘AMC’’) 

agreed to acquire most of the assets of 

Defendant Kerasotes Showplace 

Theatres, LLC (‘‘Kerasotes’’). Plaintiffs 

filed a civil antitrust complaint on May 

21, 2010, seeking to enjoin the proposed 

acquisition and to obtain equitable 

relief. The Complaint alleges that the 

acquisition, if permitted to proceed, 

would combine under common 

ownership the two leading, and in some 

cases, only mainstream movie theatres 

exhibiting first-run, commercial movies 

in parts of the metropolitan areas of 

Chicago, Denver, and Indianapolis. The 

likely effect of this acquisition would be 

to lessen competition substantially for 

exhibition of first-run, commercial 

movies in mainstream theatres in 

violation of Section 7 of the Clayton 

Act, 15 U.S.C. 18. 

At the same time the Complaint was 

filed, the Plaintiffs also filed a Hold 

Separate Stipulation and Order (‘‘Hold 

Separate’’) and a 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, AMC and Kerasotes 

are required to divest eight theatres 

located in the Chicago, Denver, and 

Indianapolis areas to acquirer(s) 

acceptable to the Plaintiffs. 

Under the terms of the Hold Separate, 

Defendants will take certain steps to 

ensure that the eight theatres to be 

divested are operated as competitively 

independent, economically viable and 

ongoing business concerns, that they 

will remain independent and 

uninfluenced by the consummation of 

the acquisition, and that competition is 

maintained during the pendency of the 

ordered divestiture. 

The Plaintiffs and Defendants have 

stipulated that the proposed Final 

Judgment may be entered after 

compliance with the APPA. Entry of the 

proposed Final Judgment would 

terminate this action, except that the 

Court would retain jurisdiction to 

construe, modify, or enforce the 

provisions of the proposed Final 

Judgment and to punish violations 

thereof. 

II. Description of the Events Giving Rise 

to the Alleged Violation 

A. The Defendants and the Proposed 

Transaction 

AMC is a Delaware corporation with 

its headquarters in Kansas City, 

Missouri. It is the holding company of 

AMC Entertainment, Inc. AMC owns or 

operates 304 theatres containing 4,574 

screens in locations throughout the 

United States and four foreign countries. 

Measured by number of screens, AMC is 

the second-largest theatre exhibitor in 

the United States and had revenues of 

approximately $2.26 billion in 2009. 

Kerasotes is a Delaware corporation 

with its principal place of business in 

Chicago, Illinois. It owns or operates 96 

theatres with 973 screens in various 

states. Kerasotes is the sixth-largest 

theatre exhibitor in the United States 

and earned revenue of approximately 

$327.7 million in 2009. 

On January 19, 2010, AMC and 

Kerasotes signed a purchase and sale 

agreement under which AMC will 

acquire all the outstanding membership 

units of Kerasotes, with the exception of 

three theatres which will be retained by 

the Kerasotes family, for approximately 

$275 million. 

The proposed transaction, as initially 

agreed to by Defendants on January 19, 

2010, would lessen competition 

substantially as a result of AMC’s 

acquisition of Kerasotes. This 

acquisition is the subject of the 

Complaint and proposed Final 

Judgment filed by the Plaintiffs on May 

21, 2010. 

B. The Competitive Effects of the 

Transaction on the Exhibition of FirstRun, Commercial Movies in Mainstream 

Theatres 

The Complaint alleges that the 

exhibition of first-run, commercial 

movies in mainstream theatres in areas 

the Complaint defines as North 

Suburban Chicago, Upper Southwest 

Suburban Chicago, Lower Southwest 

Suburban Chicago, Upper Northwest 

Denver, Lower Northwest Denver, North 

Indianapolis, and South Indianapolis 

constitute lines of commerce and 

relevant markets for antitrust purposes. 

1. The Relevant Product and Geographic 

Markets 

The exercise of defining a relevant 

market helps analyze the competitive 

effects of a horizontal transaction. 

Market definition identifies an area of 

competition and enables the 

identification of market participants and 

the measurement of market shares and 

concentration. This exercise is useful to 

the extent it illuminates the 

transaction’s likely competitive effects. 

The Complaint alleges that the 

relevant product market within which 

to assess the competitive effects of this 

transaction is the exhibition of first-run, 

commercial movies in mainstream 

theatres. Mainstream theatres are movie 

theatres that exhibit a variety of firstrun, commercial movies to attract 

moviegoers of all ages and offer basic 

concessions, such as popcorn, candy 

and soft drinks. According to the 

Complaint, the experience of viewing a 

film in a theatre is an inherently 

different experience from other forms of 

entertainment, such as a live show, a 


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sporting event, or viewing a movie in 

the home (e.g., on a DVD player or via 

pay-per-view). Reflecting the significant 

differences between viewing a movie in 

a theatre and other forms of 

entertainment, ticket prices for movies 

are generally very different from prices 

for other forms of entertainment. Live 

entertainment is typically significantly 

more expensive than a movie ticket, 

whereas renting a DVD for home 

viewing is usually significantly cheaper 

than viewing a movie in a theatre. 

The Complaint alleges that 

moviegoers generally do not regard 

theatres showing ‘‘sub-run’’ movies, art 

movies, or foreign language movies as 

adequate substitutes for mainstream 

theatres showing first-run movies. The 

Complaint also alleges that ‘‘premiere’’ 

theaters do not typically serve as 

competitive constraints on mainstream 

theaters. Although premiere theatres 

show first-run, commercial movies, they 

typically have more restrictive 

admission policies (e.g., minors must be 

accompanied by adults for all movies), 

charge higher ticket prices, serve 

alcoholic beverages, and often have fullservice restaurants or in-service dining. 

The Complaint defines seven relevant 

geographic markets in the Chicago, 

Denver, and Indianapolis areas in which 

to measure the competitive effects of 

this transaction. Each geographic market 

contains a number of mainstream 

theatres—most of which are owned by 

the Defendants—at which consumers 

can view first-run, commercial movies. 

The Complaint identifies the relevant 

geographic markets as follows: North 

Suburban Chicago, Upper Southwest 

Suburban Chicago, Lower Southwest 

Suburban Chicago, Upper Northwest 

Denver, Lower Northwest Denver, North 

Indianapolis, and South Indianapolis. 

Chicago, Illinois Area 

According to the Complaint, the 

North Suburban Chicago area, in and 

around the communities of Glenview 

and Skokie, encompasses AMC’s 

Northbrook Court 14, AMC’s Gardens 

13, Kerasotes’ Glen 10, Kerasotes’ 

Village Crossing 18, and Kerasotes’ 

Showplace 12 (Niles) theatres. There are 

no other mainstream theatres in the 

North Suburban Chicago area. 

The Upper Southwest Suburban 

Chicago area, in and around the city of 

Naperville, encompasses AMC’s Cantera 

30 and Kerasotes’ Showplace Naperville 

16 (Naperville) theatres. There are no 

other mainstream theatres in the Upper 

Southwest Suburban Chicago area. 

The Lower Southwest Suburban 

Chicago area, in and around the village 

of Bolingbrook, encompasses AMC’s 

Woodridge 18 and Kerasotes’ 

Showplace 12 (Bolingbrook) theatres. 

There is only one non-party mainstream 

theatre in the Lower Southwest 

Suburban Chicago area—a 16-screen 

theatre operated by Cinemark. 

Denver, Colorado Area 

The Upper Northwest Denver area, in 

and around the cities of Louisville and 

Broomfield, encompasses AMC’s 

Flatiron Crossing 14 and Kerasotes’ 

Colony Square 12 theatres. There are no 

other mainstream theatres in the Upper 

Northwest Denver area. 

The Lower Northwest Denver area, in 

and around the cities of Westminster 

and Arvada, encompasses AMC’s 

Westminster Promenade 24 and 

Kerasotes’ Olde Town 14 theatres. There 

are no other mainstream theatres in the 

Lower Northwest Denver area. 

Indianapolis, Indiana Area 

The North Indianapolis area, in and 

around the community of Glendale, 

encompasses AMC’s Castleton Square 

14 and Kerasotes’ Glendale Town 12 

theatres. There is only one other nonparty mainstream theatre in the North 

Indianapolis area—a Regal theatre with 

14 screens. 

The South Indianapolis area, in and 

around the city of Greenwood, 

encompasses AMC’s Greenwood 14 and 

Kerasotes’ Showplace 16 and IMAX. 

There are no other mainstream theatres 

in the South Indianapolis area. 

According to the Complaint, the 

relevant markets in which to assess the 

competitive effects of this transaction 

are the mainstream theatres in the 

above-mentioned areas: North Suburban 

Chicago, Upper Southwest Suburban 

Chicago, Lower Southwest Suburban 

Chicago, Upper Northwest Denver, 

Lower Northwest Denver, North 

Indianapolis, and South Indianapolis 

areas. A small but significant postacquisition increase in movie ticket 

prices by a hypothetical monopolist of 

mainstream theatres in those areas 

would not cause a sufficient number of 

customers to shift to other alternatives, 

including to other forms of 

entertainment, to non-mainstream 

theatres, or to mainstream theatres 

outside the relevant geographic markets 

described above to make such a price 

increase unprofitable. 

2. Competitive Effects in the Relevant 

Markets 

The Complaint alleges that exhibitors 

that operate mainstream movie theatres 

compete on multiple dimensions. 

Exhibitors compete over the quality of 

the viewing experience. They compete 

to offer the most sophisticated sound 

and viewing systems, best picture 

clarity, nicest seats with the best views, 

and cleanest floors and lobbies for 

moviegoers. Such exhibitors also 

compete on price, knowing that if they 

charge too much (or do not offer 

sufficiently discounted tickets for 

matinees, seniors, children, etc.), 

moviegoers will choose to view movies 

at rival theatres. 

According to the Complaint, the 

proposed transaction is likely to 

eliminate these multiple dimensions of 

competition between AMC and 

Kerasotes. In each of the relevant 

markets, AMC and Kerasotes are each 

other’s most significant competitor, 

given their close proximity to one 

another and to moviegoers, and the 

similarity in their theatres’ size and 

quality of viewing experience. Their 

competition spurs each to keep its 

prices in check and improve its quality. 

For example, Kerasotes expanded its 

discounts on matinees at its Bolingbrook 

12 theatre, in Lower Southwest 

Suburban Chicago, after AMC opened 

its Woodridge 18 theatre nearby. 

Kerasotes retrofitted its Bolingbrook 12 

theatre, in Lower Southwest Suburban 

Chicago, in response to AMC’s opening 

its Woodridge 18 theatre nearby. 

As alleged in the Complaint, each of 

the relevant markets would see a 

significant increase in market 

concentration under a measure called 

the Herfindahl-Hirschman Index 

(‘‘HHI’’), explained in Appendix A of the 

Complaint. In the area with the least 

change in concentration—the Lower 

Southwest Suburban Chicago area—the 

proposed transaction would give the 

newly combined entity control of two of 

the only three mainstream theatres in 

that area. In that market the posttransaction HHI would rise to roughly 

5,017, representing an increase of 1,221 

points. In other markets, the proposed 

acquisition would place all of the 

mainstream theatres under AMC’s 

control, creating a local monopoly and 

yielding a post-transaction HHI of 

10,000—the maximum. 

In the seven relevant markets today, 

were AMC or Kerasotes to increase 

ticket prices and the other were not to 

follow, the exhibitor that increased 

price would likely suffer financially, as 

a substantial number of its customers 

would patronize the other exhibitor’s 

theatre. After the transaction, the newly 

combined entity would recapture such 

losses, making profitable price increases 

that would have been unprofitable 

before the transaction. Likewise, the 

proposed transaction would eliminate 

competition between AMC and 

Kerasotes over the quality of the 

viewing experience at their theatres in 

each of the geographic markets at issue. 


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After the transaction, the newly 

combined entity would have a reduced 

incentive to maintain, upgrade, and 

renovate its theatres in the relevant 

markets, and to improve its theatres’ 

amenities and services, thus reducing 

the quality of the viewing experience. 

The Complaint alleges that the 

presence of the other mainstream 

theatres in certain of the relevant 

geographic markets would be 

insufficient to replace the competition 

lost due to the transaction, and thus 

render unprofitable post-transaction 

increases in ticket prices or decreases in 

quality by the newly combined entity. 

Finally, the Complaint alleges that the 

entry of a mainstream theatre that 

would deter or counteract an increase in 

movie ticket prices or a decline in 

theatre quality is unlikely in all of the 

relevant markets. Exhibitors are 

reluctant to locate new theatres near 

existing theatres unless the population 

density and demographics makes new 

entry viable or the existing theatres do 

not have stadium seating. Those 

conditions do not exist in any of the 

relevant markets. All of these markets 

currently have mainstream theatres with 

stadium seating. Given the number of 

existing comparable theatres, 

population density and demographics in 

the relevant markets, demand for 

additional mainstream theatres in the 

areas at issue is not likely to support 

entry of a new theatre. 

For all of these reasons, the Plaintiffs 

have concluded that the proposed 

transaction would lessen competition 

substantially in the exhibition of firstrun, commercial movies in mainstream 

theatres in the North Suburban Chicago 

area, Upper Southwest Suburban 

Chicago area, Lower Southwest 

Suburban Chicago area, Upper 

Northwest Denver area, Lower 

Northwest Denver area, North 

Indianapolis area, and the South 

Indianapolis area, eliminate actual and 

potential competition between AMC 

and Kerasotes, and likely result in 

increased ticket prices and lower quality 

theatres in those markets. The proposed 

transaction therefore violates Section 7 

of the Clayton Act. 

III. Explanation of the Proposed Final 

Judgment 

The divestiture requirement of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of the 

acquisitions in each relevant geographic 

market, establishing new, independent, 

and economically viable competitors. 

The proposed Final Judgment requires 

AMC, within sixty (60) calendar days 

after the filing of the Complaint, or five 

(5) days after the notice of the entry of 

the Final Judgment by the Court, 

whichever is later, to divest, as viable 

ongoing businesses, a total of eight 

theatres in the seven relevant 

geographic markets in the Chicago, 

Denver, and Indianapolis areas: 

Kerasotes Glen 10 and AMC Gardens 13 

(North Suburban Chicago), AMC 

Cantera 30 (Upper Southwest Suburban 

Chicago), Kerasotes Showplace 12 

(Bolingbrook) (Lower Southwest 

Suburban Chicago), Kerasotes Colony 

Square 12 (Upper Northwest Denver), 

Kerasotes Olde Town 14 (Lower 

Northwest Denver), Kerasotes 

Showplace 12 or AMC Castleton Square 

12 (North Indianapolis), and AMC 

Greenwood 14 (South Indianapolis). 

The assets must be divested in such a 

way as to satisfy the Plaintiffs that the 

theatres can and will be operated by the 

purchaser as viable, ongoing businesses 

that can compete effectively in the 

relevant markets as mainstream theatres 

exhibiting first-run, commercial movies. 

AMC must take all reasonable steps 

necessary to accomplish the divestiture 

quickly and shall cooperate with 

prospective purchasers. 

Until the divestitures take place, AMC 

and Kerasotes must maintain the sales 

and marketing of the theatres, and 

maintain the theatres in operable 

condition at current capacity 

configurations. Until the divestitures 

take place, AMC and Kerasotes must not 

transfer or reassign to other areas within 

the company their employees with 

primary responsibility for the operation 

of the theatres, except for transfer bids 

initiated by employees pursuant to 

Defendants’ regular, established jobposting policies. 

In the event that AMC does not 

accomplish the divestitures within the 

periods prescribed in the proposed 

Final Judgment, the Final Judgment 

provides that the Court will appoint a 

trustee selected by the United States to 

effect the divestitures. If a trustee is 

appointed, the proposed Final Judgment 

provides that AMC will pay all costs 

and expenses of the trustee. The 

trustee’s commission will be structured 

so as to provide an incentive for the 

trustee based on the price obtained and 

the speed with which the divestitures 

are accomplished. After his or her 

appointment becomes effective, the 

trustee will file monthly reports with 

the Court and the parties, setting forth 

his or her efforts to accomplish the 

divestiture. At the end of six (6) months, 

if the divestitures have not been 

accomplished, the trustee and the 

plaintiffs will make recommendations to 

the Court, which shall enter such orders 

as appropriate, in order to carry out the 

purpose of the trust, including 

extending the trust or the term of the 

trustee’s appointment. 

If AMC is unable to effect the 

divestitures required herein due to their 

inability to obtain the landlords’ 

consent, Section VI of the proposed 

Final Judgment requires AMC to divest 

alternative theatre assets that compete 

effectively with the theatres for which 

the landlord consent was not obtained. 

This provision will insure that any 

failure by AMC to obtain landlord 

consent does not thwart the relief 

obtained in the proposed Final 

Judgment. 

The proposed Final Judgment also 

prohibits AMC from acquiring any other 

theatres in counties that correspond to 

the relevant geographic markets and 

Kerasotes from acquiring any other 

theatres in Cook County, Illinois, 

without providing at least thirty (30) 

days notice to the United States 

Department of Justice. Such acquisitions 

could raise competitive concerns but 

might be too small to be reported under 

the Hart-Scott-Rodino (‘‘HSR’’) 

premerger notification statute. 

The divestiture provisions of the 

proposed Final Judgment will eliminate 

the anticompetitive effects of AMC’s 

acquisition of Kerasotes. 

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 

attorney’s fees. Entry of the proposed 

Final Judgment will neither impair nor 

assist the bringing of any private 

antitrust damage action. Under the 

provisions of Section 5(a) of the Clayton 

Act, 15 U.S.C. 16(a), the proposed Final 

Judgment has no prima facie effect in 

any subsequent private lawsuit that may 

be brought against Defendants. 

V. Procedures Available for 

Modification of the Proposed Final 

Judgment 

The Plaintiffs 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 Plaintiffs 

have not withdrawn their 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 


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1The 2004 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); 

see also SBC Commc’ns, 489 F. Supp. 2d at 11 

(concluding that the 2004 amendments ‘‘effected 

minimal changes’’ to Tunney Act review). 

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’’’). 

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 United States 

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: John R. Read, Chief, 

Litigation III, Antitrust Division, United 

States Department of Justice, 450 5th 

Street, NW., Suite 4000, Washington, 

DC 20530. 

The proposed Final Judgment provides 

that the Court retains jurisdiction over 

this action, and the parties may apply to 

the Court for any order necessary or 

appropriate for the modification, 

interpretation, or enforcement of the 

Final Judgment. 

VI. Alternatives to the Proposed Final 

Judgment 

The Plaintiffs considered, as an 

alternative to the proposed Final 

Judgment, a full trial on the merits 

against Defendants. The Plaintiffs could 

have continued the litigation and sought 

preliminary and permanent injunctions 

against AMC’s acquisition of Kerasotes. 

The Plaintiffs are satisfied, however, 

that the divestiture of assets described 

in the proposed Final Judgment will 

preserve competition for the provision 

of exhibition of first-run, commercial 

movies in the relevant markets 

identified by the United States. Thus, 

the proposed Final Judgment would 

achieve all or substantially all of the 

relief the Plaintiffs would have obtained 

through litigation, but avoids the time, 

expense, and uncertainty of a full trial 

on the merits of 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)(1). In 

making that determination, the court, in 

accordance with the statute as amended 

in 2004, is required to consider: 

(A) The competitive impact of such 

judgment, including termination of alleged 

violations, provisions for enforcement and 

modification, duration of relief sought, 

anticipated effects of alternative remedies 

actually considered, whether its terms are 

ambiguous, and any other competitive 

considerations bearing upon the adequacy of 

such judgment that the court deems 

necessary to a determination of whether the 

consent judgment is in the public interest; 

and 

(B) The impact of entry of such judgment 

upon competition in the relevant market or 

markets, upon the public generally and 

individuals alleging specific injury from the 

violations set forth in the complaint 

including consideration of the public benefit, 

if any, to be derived from a determination of 

the issues at trial. 

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

considering these statutory factors, the 

court’s inquiry is necessarily a limited 

one as the government is entitled to 

‘‘broad discretion to settle with the 

defendant within the reaches of the 

public interest.’’ United States v. 

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

Cir. 1995); see generally United States v. 

SBC Commc’ns, Inc., 489 F. Supp. 2d 1 

(D.D.C. 2007) (assessing public interest 

standard under the Tunney Act); United 

States v. InBev N.V./S.A., 2009–2 Trade 

Cas. (CCH) ¶76,736, 2009 U.S. Dist. 

LEXIS 84787, No. 08–1965 (JR), at *3, 

(D.D.C. Aug. 11, 2009) (noting that the 

court’s review of a consent judgment is 

limited and only inquires ‘‘into whether 

the government’s determination that the 

proposed remedies will cure the 

antitrust violations alleged in the 

complaint was reasonable, and whether 

the mechanism to enforce the final 

judgment are clear and manageable.’’) 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 Microsoft, 56 

F.3d at 1458–62. 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; United States v. . Alcoa, 

Inc., 152 F. Supp. 2d 37, 40 (D.DC 

2001). InBev, 2009 U.S. Dist. LEXIS 

84787, at *3. 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 

determining whether a proposed 

settlement is in the public interest, 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.’’ 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-DanielsMidland Co., 272 F. Supp. 2d 1, 6 (D.DC 

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). 

Courts have greater flexibility in 

approving proposed consent decrees 

than in crafting their own decrees 

following a finding of liability in a 

litigated matter. ‘‘[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.DC 1982) (citations 

omitted) (quoting United States v. 

Gillette Co., 406 F. Supp. 713, 716 (D. 

Mass. 1975)), aff’d sub nom. Maryland 


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

2d 10, 17 (D. DC 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’’); 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.’’); 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.’’) 

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; see also InBev, 2009 U.S. 

Dist. LEXIS 84787, at *20 (‘‘the ‘public 

interest’ is not to be measured by 

comparing the violations alleged in the 

complaint against those the court 

believes could have, or even should 

have, been alleged’’). Because the 

‘‘court’s authority to review the decree 

depends entirely on the government’s 

exercising its prosecutorial discretion by 

bringing a case in the first place,’’ it 

follows that ‘‘the court is only 

authorized to review the decree itself,’’ 

and not to ‘‘effectively redraft the 

complaint’’ to inquire into other matters 

that the United States did not pursue. 

Microsoft, 56 F.3d at 1459–60. 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 that 

‘‘[n]othing in this section shall be 

construed to require the court to 

conduct an evidentiary hearing or to 

require the court to permit anyone to 

intervene.’’ 15 U.S.C. 16(e)(2). The 

language wrote into the statute what 

Congress intended when it enacted the 

Tunney Act in 1974, as Senator Tunney 

explained: ‘‘[t]he court is nowhere 

compelled to go to trial or to engage in 

extended proceedings which might have 

the effect of vitiating the benefits of 

prompt and less costly settlement 

through the consent decree process.’’ 

119 Cong. Rec. 24,598 (1973) (statement 

of 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 the 

United States in formulating the 

proposed Final Judgment. 

Dated: May 21, 2010. 

Respectfully submitted, 

/s/ lllllllllllllllllll

Gregg I. Malawer (DC Bar No. 481685), 

Nina Hale, 

Bennett Matelson (DC Bar No. 454551), 

Creighton J. Macy, 

U.S. Department of Justice Antitrust Division 

450 5th Street, NW., Suite 4000, 

Washington, DC 20530, Telephone: (202) 

616–5943, Fax: (202) 514–7308, E-mail: 

gregg.malawer@usdoj.gov, Attorneys for 

Plaintiff the United States 

[FR Doc. 2010–13394 Filed 6–2–10; 8:45 am] 

BILLING CODE 4410–11–P 

NEIGHBORHOOD REINVESTMENT 

CORPORATION 

Neighborworks America; Regular 

Board of Directors Sunshine Act 

Meeting 

TIME AND DATE: 1 p.m., Tuesday, June 1, 

2010. 

PLACE: 1325 G Street, NW., Suite 800, 

Boardroom Washington, DC 20005. 

STATUS: Open. 

CONTACT PERSON FOR MORE INFORMATION: 

Erica Hall, Assistant Corporate Secretary 

(202) 220–2376; ehall@nw.org. 

Agenda 

I. Call To Order. 

II. Approval of the Minutes. 

III. Approval of the Minutes. 

IV. Summary Report of the Audit Committee. 

V. Summary Report of the Finance, Budget 

and Program Committee. 

VI. Summary of the NHSA Special Board 

Committee Meeting. 

VII. Summary of the NHSA Special Board of 

Directors Meeting. 

VIII. Summary Report of the Corporate 

Administration Committee. 

IX. Board Appointments. 

X. Code of Conduct. 

XI. Investment Policy. 

XII. Strategic Planning Process Timeline. 

XIII. Financial Report. 

XIV. Corporate Scorecard. 

XV. NHSA Update. 

XVI. Chief Executive Officer’s Quarterly 

Management Report. 

XVII. Adjournment 

Erica Hall, 

Assistant Corporate Secretary. 

[FR Doc. 2010–12974 Filed 6–2–10; 8:45 am] 

BILLING CODE 7570–02–M 

NEIGHBORHOOD REINVESTMENT 

CORPORATION 

NHSA Special Board of Directors 

Meeting; Sunshine Act 

TIME AND DATE: 12:30 p.m., Tuesday, 

May 11, 2010. 

PLACE: 1325 G Street, NW., Suite 800, 

Boardroom, Washington, DC 20005. 

STATUS: Open. 

CONTACT PERSON FOR MORE INFORMATION: 

Erica Hall, Assistant Corporate 

Secretary, (202) 220–2376; 

ehall@nw.org. 

AGENDA: 

I. Call to Order. 

II. Discussion and Recommendation 

For Interim Funding. 

III. Adjournment. 

Erica Hall, 

Assistant Corporate Secretary. 

[FR Doc. 2010–12975 Filed 6–2–10; 8:45 am] 

BILLING CODE 7570–02–M 

NUCLEAR REGULATORY 

COMMISSION 

[Docket No. 52–011; NRC–2008–0252] 

Southern Nuclear Operating Company, 

et al; Notice of Consideration of 

Issuance of Amendment to Early Site 

Permit, Proposed No Significant 

Hazards Consideration Determination, 

and Opportunity for a Hearing 

AGENCY: Nuclear Regulatory 

Commission. 

ACTION: Notice of license amendment 

request, opportunity to comment, and 

opportunity to request a hearing. 

DATES: Submit comments by July 6, 

2010. Requests for a hearing or leave to 

intervene must be filed by August 2, 

2010. 

FOR FURTHER INFORMATION CONTACT: 

Chandu Patel, Project Manager, AP1000 


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