Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9399

(5) 41,500 annual burden hours.

(6) Not applicable under Section

3504(h) of Public Law 96–511.

Public comment on this item is

encouraged.

Dated: February 13, 1995.

Robert B. Briggs,

Department Clearance Officer, United States

Department of Justice.

[FR Doc. 95–4005 Filed 2–16–95; 8:45 am]

BILLING CODE 4410–10–M

Information Collections Under Review

The Office of Management and Budget

(OMB) has been sent the following

collection(s) of information proposals

for review under the provisions of the

Paperwork Reduction Act (44 U.S.C.

Chapter 35) and the Paperwork

Reduction Reauthorization Act since the

last list was published. Entries are

grouped into submission categories,

with each entry containing the

following information:

(1) The title of the form/collection;

(2) The agency form number, if any,

and the applicable component of the

Department sponsoring the collection.

(3) Who will be asked or required to

respond, as well as a brief abstract;

(4) An estimate of the total number of

respondents and the amount of time

estimated for an average respondent to

respond;

(5) An estimate of the total public

burden (in hours) associated with the

collection; and

(6) An indication as to whether

Section 3504(h) of Public Law 96–511

applies.

Comments and/or suggestions

regarding the item(s) contained in this

notice, especially regarding the

estimated public burden and associated

response time, should be directed to the

OMB reviewer, Mr. Jeff Hill on (202)

395–7340 and to the Department of

Justice’s Clearance Officer, Mr. Robert B.

Briggs, on (202) 514–4319. If you

anticipate commenting on a form/

collection, but find that time to prepare

such comments will prevent you from

prompt submission, you should notify

the OMB reviewer and the Department

of Justice Clearance Officer of your

intent as soon as possible. Written

comments regarding the burden

estimate or any other aspect of the

collection may be submitted to Office of

Information and Regulatory Affairs,

Office of Management and Budget,

Washington, DC 20503, and to Mr.

Robert B. Briggs, Department of Justice

Clearance Officer, Systems Policy Staff/

Information Resources Management/

Justice Management Division, Suite 850,

WCTR, Washington, DC 20530.

Extension of a Currently Approved

Collection

(1) Application—Land Border

Facilitation PORTPASS Program

(2) I–823, I–823A, I–823B, I–823C,

and I–823D. Immigration and

Naturalization Service, United States

Department of Justice.

(3) Primary = Individuals and

Households, Others = None. This form

covers two land border programs. At

participating ports-of-entry, this form

will be used by frequent crossers to

voluntarily apply for permission to use

the dedicated commuter lane, or to enter

through an Automated Permit Port.

(4) 200,000 annual respondents at .73

hours (44 minutes) per response.

(5) 132,800 annual burden hours.

(6) Not applicable under Section

3504(h) of Public Law 96–511.

Public comment on this item is

encouraged.

Dated: February 13, 1995.

Robert B. Briggs,

Department Clearance Officer, United States

Department of Justice.

[FR Doc. 95–4006 Filed 2–16–95; 8:45 am]

BILLING CODE 4410–10–M

Antitrust Division

United States v. Sabreliner

Corporation; Proposed Final Judgment

and Competitive Impact Statement

Notice is hereby given pursuant to the

Antitrust Procedures and Penalties Act,

15 U.S.C. 16(b)–(h), that a proposed

Final Judgment and Competitive Impact

Statement have been filed with the

United States District Court for the

District of Columbia in United States of

America v. Sabreliner Corporation.

The Complaint in this case alleges

that the acquisition of Midcoast

Aviation, Inc. (‘‘Midcoast’’) by

Sabreliner Corporation (‘‘Sabreliner’’)

may substantially lessen competition in

the sale of jet fuel to transient general

aviation aircraft at Lambert-St. Louis

International airport (‘‘Lambert’’) in

violation of Section 7 of the Clayton

Act.

Sabreliner and Midcoast are the only

two fixed base operators (‘‘FBOs’’) at

Lambert Field. Fixed base operators

provide terminaling services, such as

aircraft cleaning, de-icing and fueling to

general aviation aircraft. These services

are typically included in the price of jet

fuel sold to the general aviation

customer. This acquisition, left

unchallenged, would result in a

monopoly in the provision of jet fuel to

transient general aviation customers at

Lambert.

The proposed Final Judgment requires

Sabreliner to divest either its transient

general aviation fueling facilities at

Lambert, or, if necessary to attract a

purchaser, its entire FBO operation at

Lambert. If defendant does not complete

the divestiture by the allotted time, a

trustee will be appointed to conduct the

divestiture.

Public comment on the proposed

Final Judgment is invited within the

statutory 60-day comment period. Such

comments, and responses thereto, will

be published in the Federal Register

and filed with the Court. Comments

should be directed to Roger W. Fones,

Chief, Transportation, Energy, and

Agriculture Section, Antitrust Division,

Room 9104, Judiciary Center Building,

555 4th Street, NW., Washington, DC

20001 (202–307–6351).

Constance K. Robinson,

Director of Operations, Antitrust Division.

United States of America; Plaintiff; vs.

Sabreliner Corporation, a corporation;

Defendant.

[Docket Number: 95–0241]

Stipulation

It is stipulated by and between the

undersigned parties, by their respective

attorneys, as follows:

(1) The Court has jurisdiction over the

subject matter of this action and over

each of the parties hereto, and venue of

this action is proper in the District for

the District of Columbia.

(2) The parties consent that a Final

Judgment in the form hereto attached

may be filed and entered by the Court,

upon the motion of any party or upon

the Court’s own motion, at any time

after compliance with the requirements

of the Antitrust Procedures and

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

without further notice to any party or

other proceedings, provided that

plaintiff has not withdrawn its consent,

which it may do at any time before the

entry of the proposed final Judgment by

serving notice thereof on defendant and

by filing that notice with the Court.

(3) In the event plaintiff withdraws its

consent or if the proposed Final

Judgment is not entered pursuant to this

Stipulation, this Stipulation shall be of

no effect whatever, and the making of

this Stipulation shall be without

prejudice to any party in this or any

other proceeding.

Dated: November 2, 1994.
9400 Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices

For Plaintiff United States of America:

Anne K. Bingaman,

Assistant Attorney General.

Steven C. Sunshine,

Deputy Asst. Attorney General.

Constance K. Robinson,

Director of Operations.

Roger W. Fones,

May Jean Moltenbrey,

Kelly Signs,

Stephen B. Donovan,

Attorneys.

For Defendant Sabreliner Corporation:

Winthrop, Stimson, Putnam & Roberts,

By: John Gillick,

A Member of the Firm.

Final Judgment

Whereas, plaintiff, United States of

America, having filed its Complaint

herein on February 6, 1995, and plaintiff

and defendant, by their respective

attorneys, having consented to the entry

of this Final Judgment without trial or

adjudication of any issue of fact or law

herein and without this Final Judgment

constituting any evidence against or an

admission by any party with respect to

any such issue;

And whereas, defendant has agreed to

be bound by the provisions of this Final

Judgment pending its approval by the

Court;

And whereas, prompt and certain

divestiture is the essence of this

agreement, and defendant has

represented to plaintiff that the

divestiture required below can and will

be made and that defendant will later

raise no claims of hardship or difficulty

as grounds for asking the Court to

modify any of the divestiture provisions

contained below;

Now, therefore, before the taking of

any testimony and without trial or

adjudication of any issue of fact or law

herein, and upon consent of the parties

hereto, it is hereby

Ordered, adjudged and decreed as

follows:

I

Jurisdiction

This Court has jurisdiction over the

subject matter of this action and over

each of the parties hereto. The

Complaint states a claim upon which

relief may be granted against defendant

under Section 7 of the Clayton Act, as

amended (15 U.S.C. 18).

II

Definitions

As used in this Final Judgment:

A. ‘‘TWA’’ means Trans World

Airlines, Inc., each of its predecessors,

successors, divisions, subsidiaries, and

affiliates, each person directly or

indirectly, wholly or in part, owned or

controlled by it, or which owns or

controls it, and each partnership or

venture to which any of them is a party,

and each officer, director, employee,

attorney, agent, or other person acting

for or on behalf of any of them.

B. ‘‘Midcoast’’ means Midcoast

Aviation, Inc., each of its predecessors,

successors, divisions, subsidiaries, and

affiliates, and each person directly or

indirectly, wholly or in part, owned or

controlled by it, or which owns or

controls it, and each partnership or

venture to which any of them is a party,

and each officer, director, employee,

attorney, agent, or other person acting

for or on behalf of any of them.

C. ‘‘Sabreliner’’ means defendant

Sabreliner Corporation, each of its

predecessors, successors, divisions,

subsidiaries, and affiliates, each person

directly or indirectly, wholly or in part,

owned or controlled by it, or which

owns or controls it, and each

partnership or venture to which any of

them is a party, and each officer,

director, employee, attorney, agent, or

other person acting for or on behalf of

any of them.

D. ‘‘Sabreliner’s Transient Fuel

Service Business’’ means the following

assets, owned or controlled by

Sabreliner, that are or have been used at

Lambert Field to provide fuel and other

services to general aviation customers:

1. 5,000 square feet of ramp space

located west of Hangar 6;

2. Office space (with associated office

equipment), which includes pilot’s

lounge/flight planning room and access

to lobby area, restrooms, conference

facilities and canteen;

3. Space on the north side of Hangar

6 sufficient to park any fueling trucks

required by the purchaser; and

4. Non-discriminatory access to the

Fuel Delivery Cabinet on the west end

of Sabreliner’s fuel farm, the right to

draw from Sabreliner’s jet fuel tanks at

least 2500 gallons of jet fuel per day,

and the right to purchase that jet fuel

directly from the fuel supplier from

whom Sabreliner obtains its fuel.

E. ‘‘Sabreliner’s Cargo and General

Aviation Business’’ means the following

assets, owned or controlled by

Sabreliner, that are or have been used at

Lambert Field to provide fuel and other

services to general aviation and based

cargo customers:

1. Sabreliner’s entire leasehold

interest in its tank farm, and all

improvements and assets used in the

business, including five fuel tanks, truck

loading cabinet, and associated

equipment;

2. All rolling stock, including the fuel

trucks, deicing vehicle, ramp tugs,

auxiliary power unit and courtesy van;

3. Office space (with associated office

equipment), including pilot’s lounge/

flight planning room and access to lobby

area, restrooms, conference facilities

and canteen; and

4. The entire ramp area around the

west of hangers 6 and 7, comprising

approximately eleven (11) acres, subject

to access easements of any subtenants in

Hangers 6 and 7.

F. ‘‘Person’’ means any natural

person, corporation, association, firm,

partnership, or other business or legal

entity.

G. ‘‘Lambert Field’’ means Lambert St.

Louis International Airport.

III

Applicability

A. The provisions of this Final

Judgment shall apply to the defendant,

to defendant’s successors and assigns, to

defendant’s subsidiaries, affiliates,

directors, officers, managers, agents, and

employees, and to all other persons in

active concert or participation with any

of them who shall have received actual

notice of this Final Judgment by

personal service or otherwise.

B. The provisions of Sections IV

through VIII of this Final Judgment shall

be applicable only upon the

consummation of the acquisition of

Midcoast by Sabreliner.

C. Defendant shall require, as a

condition of the sale or other

disposition of all or substantially all of

their assets or stock, or of the assets

required to be divested herein, that the

acquiring party agree to be bound by the

provisions of this Final Judgment.

D. Nothing herein shall suggest that

any portion of this Final Judgment is or

has been created for the benefit of any

third party, and nothing herein shall be

construed to provide any rights to any

third party.

IV

Divestiture of Sabreliner’s Transient

Fuel Business

A. Defendant is hereby ordered and

directed to divest, to an eligible

purchaser, all of its direct and indirect

ownership and control of Sabreliner’s

Transient Fuel Business or Sabreliner’s

Cargo and General Aviation Business.

Nothing contained herein shall preclude

Sabreliner from dealing with or

contracting for services from the

divested entity in the ordinary course of

business.

B. Divestiture of Sabreliner’s

leasehold interest in any of the assets of

Sabreliner’s Transient Fuel Service
Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9401

Business or Sabreliner’s Cargo and

General Aviation Business may be by

transfer of the entire leasehold interest

or by sublease. If divestiture of any or

all of the assets is by sublease, each

such sublease shall be for the entire

term of Sabreliner’s lease, including the

same rights for renewal Sabreliner has,

and the sublease shall specify, for the

entire period of the sublease:

1. The price, or a formula for

computing the price, for each and every

payment due from the purchaser to

Sabreliner pursuant to the sublease,

including rent, and any uplift or other

service charge for the use of Sabreliner’s

fuel tanks; and

2. The terms and conditions under

which Sabreliner may evict the

purchaser or exercise any other rights

for breach of the sublease; and

3. That the airport authority must

specifically approve any action by

Sabreliner to exercise any rights under

the sublease against the purchaser,

unless such approval is arbitrarily and

unreasonably withheld in the event of a

breach of the sublease by the purchaser,

in which case defendant must give a

minimum of thirty (30) days notice to

plaintiff prior to exercising any rights

against the purchaser.

C. If defendant has not accomplished

the required divestiture prior to May 1,

1995, plaintiff may, if its sole discretion,

extend this time period for an additional

period of time not to exceed two

months.

D. Defendant agrees to take all

reasonable steps to accomplish quickly

said divestiture. In carrying out its

obligation to divest the Sabreliner’s

Transient Fuel Business, defendant may

divest these operations alone, or may

divest along with these operations any

other assets of Sabreliner.

E. In accomplishing the divestiture

ordered by this Final Judgment, the

defendant promptly shall make known

in the United States and in other major

countries, by usual and customary

means, the availability of Sabreliner’s

Transient Fuel Business for sale as an

ongoing business. The defendant shall

notify any person making an inquiry

regarding the possible purchase of this

operation that the sale is being made

pursuant to this Final Judgment and

provide such person with a copy of the

Final Judgment. The defendant shall

also offer to furnish to all bona fide

prospective purchasers of Sabreliner’s

Transient Fuel Business, subject to

customary confidentiality assurances,

all pertinent information regarding

Sabreliner’s Cargo and General Aviation

Business, including Sabreliner’s

Transient Fuel Business except such

information subject to attorney-client

privilege or attorney work product

privilege. Defendant shall make

available such information to the

plaintiff at the same time that such

information is made available to any

other person. Defendant shall permit

prospective purchasers of Sabreliner’s

Transient Fuel Business to have access

to personnel at Sabreliner’s Cargo and

General Aviation Business, including

Sabreliner’s Transient Fuel Business,

and to make such inspection of physical

facilities and any and all financial,

operational, or other documents and

information as may be relevant to the

sale required by this Final Judgment.

F. Unless the plaintiff otherwise

consents, divestiture under Section

IV.A., or by the trustee appointed

pursuant to Section V, shall be

accomplished in such a way as to satisfy

plaintiff, in its sole discretion, that

Sabreliner’s Transient Fuel Business or

Sabreliner’s Cargo and General Aviation

Business can and will be operated by

the purchaser as a viable, ongoing

business engaged in the provision of

fuel and other services to general

aviation and cargo customers at Lambert

Field. Divestiture shall be made to a

purchaser for whom it is demonstrated

to plaintiff’s satisfaction that (1) the

purchase is for the purpose of

competing effectively in the provision of

fuel and other services to general

aviation customers at Lambert Field; (2)

the purchaser has the managerial,

operational, and financial capability to

compete effectively in the provision of

fuel and other services to general

aviation customers at Lambert Field;

and (3) none of the terms of any

sublease between the purchaser and

Sabreliner give Sabreliner the ability

artificially to raise the purchaser’s costs,

lower the purchaser’s efficiency, or

otherwise interfere in the ability of the

purchaser to provide fuel and other

services to general aviation customers at

Lambert Field. If the divestiture is of

Sabreliner’s Transient Fuel Business, it

must be demonstrated to plaintiff’s

satisfaction that the purchaser can

operate a transient fueling business on

a stand-alone basis with costs and

efficiency comparable to those achieved

by Sabreliner’s current integrated

general aviation and cargo business.

G. Except to the extent otherwise

approved by plaintiff, any assets

divested pursuant to this Final

Judgment shall be divested free and

clear of all mortgages, encumbrances

and liens to Sabreliner or TWA.

V

Appointment of Trustee

A. If defendant has not accomplished

the divestiture required by Section IV of

the Final Judgment by March 15, 1995,

defendant shall notify plaintiff of that

fact. Within ten (10) days of that date,

or twenty (20) days prior to the

expiration of any extension granted

pursuant to Section IV(B), whichever is

later, plaintiff shall provide defendant

with written notice of the names and

qualifications of not more than two (2)

nominees for the position of trustee for

the required divestiture. Defendant shall

notify plaintiff within ten (10) days

thereafter whether either or both of such

nominees are acceptable. If either or

both of such nominees are acceptable to

defendant, plaintiff shall notify the

Court of the person upon whom the

parties have agreed and the Court shall

appoint that person as the trustee. If

neither of such nominees is acceptable

to defendant, they shall furnish to

plaintiff, within ten (10) days after

plaintiff provides the names of its

nominees, written notice of the names

and qualifications of not more than two

(2) nominees for the position of trustee

for the required divestiture. If either or

both of such nominees are acceptable to

plaintiff, plaintiff shall notify the Court

of the person upon whom the parties

have agreed and the Court shall appoint

that person as the trustee. If neither of

such nominees is acceptable to plaintiff,

it shall furnish the Court the names and

qualifications of its proposed nominees

and the names and qualifications of the

nominees proposed by defendant. The

Court may hear the parties as to the

qualifications of the nominees and shall

appoint one of the nominees as the

trustee.

B. If defendant has not accomplished

the divestiture required by Section IV of

this Final Judgment at the expiration of

the time period specified in Section

IV(C),the appointment by the Court of

the trustee shall become effective. The

trustee shall then take steps to effect

divestiture of Sabreliner’s Transient

Fuel Service Business. The trustee shall

have the right, in its sole discretion, to

include in the package of assets to be

divested any or all of the assets of

Sabreliner’s Cargo and General Aviation

Business.

C. After the trustee’s appointment has

become effective, only the trustee shall

have the right to sell Sabreliner’s

Transient Fuel Service Business and

Sabreliner’s General Aviation and Cargo

Business. The trustee shall have the

power and authority to accomplish the

divestiture to a purchaser acceptable to

plaintiff at such price and on such terms
9402 Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices

as are then obtainable upon a reasonable

effort by the trustee, subject to the

provisions of Section VIII of this Final

Judgment, and shall have such other

powers as this Court shall deem

appropriate. Defendant shall not object

to a sale of Sabreliner’s Transient Fuel

Service Business or any or all

Sabreliner’s Cargo and General Aviation

Business by the trustee on any grounds

other than the trustee’s malfeasance.

Any such objection by defendant must

be conveyed in writing to plaintiff and

the trustee within fifteen (15) days after

the trustee has notified defendant of the

proposed sale in accordance with

Section VIII of this Final Judgment.

D. The trustee shall serve at the cost

and expense of defendant, shall receive

compensation based on a fee

arrangement providing an incentive

based on the price and terms of the

divestiture and the speed with which it

is accomplished, and shall serve on

such other terms and conditions as the

Court may prescribe; provided,

however, that the trustee shall receive

no compensation, nor incur any costs or

expenses, prior to the effective date of

his or her appointment. The trustee

shall account for all monies derived

from a sale of Sabreliner’s Cargo and

General Aviation Business and all costs

and expenses incurred in connection

therewith. After approval by the Court

of the trustee’s accounting, including

fees for its services, all remaining

monies shall be paid to defendant and

the trust shall then be terminated.

E. Defendant shall take no action to

interfere with or impede the trustee’s

accomplishment of the divestiture of

Sabreliner’s Transient Fuel Service

Business or any or all of Sabreliner’s

Cargo and General Aviation Business

and shall use its best efforts to assist the

trustee in accomplishing the required

divestiture. The trustee shall have full

and complete access to the personnel,

books, records, and facilities of

Sabreliner’s overall business, and

defendant shall develop such financial

or other information relevant to

Sabreliner’s Cargo and General Aviation

Business.

F. After its appointment becomes

effective, the trustee shall file monthly

reports with the parties and the Court

setting forth the trustee’s efforts to

accomplish divestiture of Sabreliner’s

Transient Fuel Service Business or any

or all of Sabreliner’s Cargo and General

Aviation Business as contemplated

under this Final Judgment; provided,

however, that 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

thirty (30) days, made an offer to

acquire, expressed an interest in

acquiring, entered into negotiations to

acquire, or was contacted or made an

inquiry about acquiring, any ownership

interest in Sabreliner’s Cargo and

General Aviation Business, and shall

describe in detail each contact with any

such person during that period. The

trustee shall maintain full records of all

efforts made to divest these operations.

G. Within six months after its

appointment has become effective, if the

trustee has not accomplished the

divestiture required by Section VI of

this Final Judgment, the trustee shall

promptly file with the Court a report

setting forth (1) the trustee’s efforts to

accomplish the required divestiture, (2)

the reasons, in the trustee’s judgment,

why the required divestiture has not

been accomplished, and (3) the trustee’s

recommendations; provided, however,

that 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 parties, who

shall each have the right to be heard and

to make additional recommendations

consistent with the purpose of the trust.

The Court shall thereafter enter such

orders as it shall deem appropriate in

order to carry out the purpose of the

trust, which shall, if necessary, include

augmenting the assets to be divested,

and extending the trust and the term of

the trustee’s appointment.

VI

Notification

Immediately following entry of a

binding contract, contingent upon

compliance with the terms of this Final

Judgment, to effect any proposed

divestiture pursuant to Sections IV or V

of this Final Judgment, defendant or the

trustee, whichever is then responsible

for effecting the divestiture, shall notify

plaintiff of the proposed divestiture. If

the trustee is responsible, it shall

similarly notify defendant. The notice

shall set forth the details of the

proposed transaction and list the name,

address, and telephone number of each

person not previously identified who

offered to, or expressed an interest in or

desire to, acquire any ownership

interest in the business that is the

subject of the binding contract, together

with full details of same. Within fifteen

(15) days of receipt by plaintiff of such

notice, plaintiff may request additional

information concerning the proposed

divestiture and the proposed purchaser.

Defendant and/or the trustee shall

furnish any additional information

requested within twenty (20) days of the

receipt of the request, unless the parties

shall otherwise agree. Within thirty (30)

days after receipt of the notice or within

twenty (20) days after plaintiff has been

provided the additional information

requested (including any additional

information requested of persons other

than defendant or the trustee),

whichever is later, plaintiff shall

provide written notice to defendant and

the trustee, if there is one, stating

whether or not it objects to the proposed

divestiture. If plaintiff provides written

notice to defendant and/or the trustee

that it does not object, then the

divestiture may be consummated,

subject only to defendant’s limited right

to object to the sale under the provisions

in Sections VI(C). Absent written notice

that the plaintiff does not object to the

proposed purchaser, a divestiture

proposed under Section IV shall not be

consummated. Upon objection by

plaintiff, a divestiture proposed under

Section V shall not be consummated.

Upon objection by plaintiff, or by

defendant under the priviso in Sections

VI(C), a divestiture proposed under

Section V shall not be consummated

unless approved by the Court.

VII

Affidavits

Upon filing of this Final Judgment

and every thirty (30) days thereafter

until the divestiture has been completed

or authority to effect divestiture passes

to the trustee pursuant to Section V of

this Final Judgment, defendant shall

deliver to plaintiff an affidavit as to the

fact and manner of compliance with

Sections IV and V of this Final

Judgment. Each such affidavit shall

include the name, address, and

telephone number of each person who,

at any time after the period covered by

the last such report, 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 ownership

interest in Sabreliner’s Transient Fuel

Business or Sabreliner’s Cargo and

General Aviation Business, and shall

describe in detail each contact with any

such person during that period.

Defendant shall maintain full records of

all efforts made to divest these

operations.

VIII

Financing

With prior consent of the plaintiff,

defendant may finance all or any part of
Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9403

any purchase made pursuant to Sections

IV or V of this Final Judgment.

IX

Preservation of Assets

Until the divestitures required by the

Final Judgment have been

accomplished:

A. Defendant shall take all steps

necessary to assure that Sabreliner’s

Cargo and General Aviation Business

will be maintained as separate and

independent economically viable,

ongoing businesses with Midcoast’s

assets required for the provision of

Midcoast’s transient fuel services

(including leaseholds, contracts,

management, operations, and books and

records) separate, distinct and apart

from those of Sabreliner. The defendant

shall use all reasonable efforts on behalf

of Sabreliners’s Cargo and General

Aviation Business to maintain and

increase sales of transient fuel and other

services to general aviation customers at

Lambert Field, and otherwise maintain

the business as a viable and active

competitor at Lambert Field.

B. The defendant shall not sell, lease,

assign, transfer or otherwise dispose of,

or pledge as collateral for loans (except

such loans as are currently outstanding

or replacements of substitutes

therefore), assets required to be divested

pursuant to Sections IV or V except that

any component of such assets as is

replaced in the ordinary course of

business with a newly purchased

component may be sold or otherwise

disposed of, provided the newly

purchased component is so identified as

a replacement component for one to be

divested.

C. The defendant shall provide capital

and provide and maintain sufficient

working capital to maintain Sabreliner’s

Cargo and General Aviation Business, as

viable, ongoing businesses consistent

with the requirements of Section IX(A).

D. The defendant shall preserve the

assets required to be divested pursuant

to Section IV and V, except those

replaced with newly acquired assets in

the ordinary course of business, in a

state of repair equal to their state of

repair as of the date of this Final

Judgment, ordinary wear and tear

excepted. Defendant shall preserve the

documents, books and records of

Midcoast until the date of divestiture of

Sabreliner’ Transient Fuel Business and

shall preserve the documents, books and

records of Sabreliner’s Cargo and

General Aviation Business until the date

of divesture of that business.

E. Except in the ordinary course of

business, or as is otherwise consistent

with the requirements of Section IX, the

defendant shall refrain from terminating

or altering one or more current

employment, salary, or benefit

agreements for one or more executive,

managerial, sales, marketing,

engineering, or other technical

personnel of Sabreliner’s Cargo and

General Aviation Business, including its

Transient Fuel Business, and shall

refrain from transferring any employee

so employed without the prior approval

of plaintiff.

F. Defendant shall refrain from taking

any action that would jeopardize the

sale of Sabreliner’s Cargo and General

Aviation Business.

X

Compliance Inspection

For the purposes of determining or

securing compliance with the Final

Judgment and subject to any legally

recognized privilege, from time to time:

A. Duly authorized representatives of

the Department of Justice shall, upon

written request of the Attorney General

or of the Assistant Attorney General in

charge of the Antitrust Division, and on

reasonable notice to defendant made to

its principal office, be permitted:

1. Access during office hours of such

defendant to inspect and copy all books,

ledgers, accounts, correspondence,

memoranda, and other records and

documents in the possession or under

the control of such defendant, who may

have counsel present, relating to any

matters contained in this Final

Judgment; and

2. Subject to the reasonable

convenience of such defendant and

without restraint or interference from it,

to interview officers, employees, and

agents of such defendant, who may have

counsel present, regarding any such

matters.

B. Upon the written request of the

Attorney General or of the Assistant

Attorney General in charge of the

Antitrust Division made to defendant’s

principal office, such defendant shall

submit such written reports, under oath

if requested, with respect 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 X shall be divulged by a

representative of the Department of

Justice to any person other than a duly

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 defendant

to plaintiff, defendant represents and

identifies in writing the material in any

such information or documents to

which a claim of protection may be

asserted under rule 26(c)(7) of the

Federal Rules of Civil Procedure, and

defendant marks each pertinent page of

such material, ‘‘Subject to claim of

protection under Rule 26(c)(7) of the

Federal Rules of Civil Procedure,’’ then

ten (10) days notice shall be given by

plaintiff to defendant prior to divulging

such material in any legal proceeding

(other than a grand jury proceeding).

XI

Retention of Jurisdiction

Jurisdiction is retained by this Court

for the purpose of enabling any of the

parties to this Final Judgment to apply

to this Court at any time for such further

orders and directions as may be

necessary or appropriate for the

construction or carrying out of this Final

Judgment, for the modification of any of

the provisions hereof, for the

enforcement of compliance herewith,

and for the punishment of any

violations hereof.

XII

Termination

This Final Judgment will expire on

the tenth anniversary of the date of its

entry.

XIII

Public Interest

Entry of this Final Judgment is in the

public interest.

Dated:

lllllllllllllllllllll

United States District Judge

Competitive Impact Statement

United States of America, Plaintiff, v.

Sabreliner Corporation, Defendant.

Case Number 1:95CV00241

Judge: Stanley Sporkin

Deck Type: Antitrust

Date Stamp: 02/06/95

Pursuant to Section 2(b) of the

Antitrust Procedures and Penalties Act

(‘‘APPA’’), 15 U.S.C. (b)–(h), the United

States of America files this Competitive

Impact Statement relating to the

proposed Final Judgment submitted for

entry with the consent of Sabreliner

Corporation in this civil antitrust

proceeding.

I

Nature and Purpose of the Proceeding

On February 6, 1995, the United

States filed a Complaint alleging that the
9404 Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices

acquisition of Midcoast Aviation, Inc.

(hereinafter ‘‘Midcoast’’) by Sabreliner

Corporation, (hereinafter ‘‘Sabreliner’’)

was a violation of Section 7 of the

Clayton Act (15 U.S.C. 18). The

Complaint alleges that the effect of the

merger may be substantially to lessen

competition for the sale of jet fuel by

fixed base operators (‘‘FBOs’’) to general

aviation aircraft at St. Louis-Lambert

International Airport. Sabreliner and

Midcoast are the only two providers of

jet fuel for transient general aviation

customers at Lambert Field.

On February 6, 1995, the United

States and defendant also filed a

Stipulation by which they consented to

the entry of a proposed Final Judgment

designed to eliminate the

anticompetitive effects of the merger.

Under the proposed Final Judgment, as

explained more fully below, Sabreliner

would be required to sell or assign, by

May 1, 1995, certain assets and

leasehold interests. If it should fail to do

so, a trustee appointed by the Court

would be empowered to divest these

assets.

The United States and Sabreliner have

agreed that the proposed Final Judgment

may be entered after compliance with

the APPA. Entry of the proposed Final

Judgment will terminate the action,

except that the Court will retain

jurisdiction to construe, modify and

enforce the Final Judgment, and to

punish violations of the Final Judgment.

II

Events Giving Rise to the Alleged

Violation

On November 2, 1994, Sabreliner,

Midcoast, and Trans World Airlines,

Inc. (the parent of Midcoast) entered

into an agreement under which

Sabreliner would acquire all of the stock

of Midcoast for approximately $7.2

million.

Sabreliner, engaged primarily in the

business of repairing and overhauling

jet aircraft, also operates a FBO service

at Lambert Field in St. Louis.

Sabreliner’s total revenues for fiscal

1994 were over $100 million.

Midcoast has FBO facilities at Adams

Field in Little Rock, AK, Bi-State Parks

in Cahokia, IL, and St. Louis-Lambert in

St. Louis, MO. From these facilities,

Midcoast performs repairs,

maintenance, and overhauls in addition

to other FBO services, including jet

fueling. Midcoast had revenues of $41

million in 1993.

FBOs provide aircraft terminaling

services to general aviation aircraft

customers, typically charter operators or

other private operators that provide

transportation for business executives.

These services principally involve

aircraft fueling services and

maintenance services, such as aircraft

cleaning and de-icing, and also the

provision of such facilities as lounges

for passengers and flight crews, ground

transportation, and canteens. Last year,

general aviation customers purchased

around $1 billion of jet fuel from FBOs

nationwide.

General aviation customers flying into

airports other than the airport where

they are based are called ‘‘transients.’’ If

transient general aviation customers

need to purchase fuel away from home,

they must purchase fuel from an FBO.

Pilots of corporate and charter jets

select the airports to which they will fly

based on where their passengers need to

go, or where their passengers need to be

picked up. The pilots will then choose

then FBO at that airport offering the

most favorable combination of fuel

prices and services. There are no

alternative sources to which the pilots

would switch to obtain jet fuel if the

FBOs raise prices.

Although Lambert Field is one of

several airports in the St. Louis area

servicing general aviation aircraft,

Lambert is the only airport in St. Louis

that provides commercial scheduled

domestic and international service. In

addition, Lambert offers close proximity

to downtown St. Louis. Both of these

features make Lambert attractive to

general aviation passengers.

Because of the large volume of

commercial traffic served by Lambert,

however, the airport is frequently very

congested. To avoid this congestion,

general aviation pilots prefer to use

other airports in the St. Louis area,

which accommodate primarily general

aviation traffic. General aviation aircraft

usually will fly into Lambert only if it

is necessary to satisfy a passenger’s

travel requirements. Those pilots that

select Lambert as their destination

airport, therefore, are not likely to

change their flight plan to obtain lower

fuel prices at other airports.

The Complaint alleges that the sale of

jet fuel to transient general aviation

customers is a relevant product market

for antitrust purposes. The Complaint

further alleges that Lambert-St. Louis

International Airport is a relevant

geographic market within the meaning

of Section 7 of the Clayton Act. The

Complaint refers to the relevant market

as the ‘‘Lambert transient general

aviation jet fuel market.’’

Sabreliner and Midcoast have been

the only two FBOs providing, and

capable of providing in the future,

fueling services to general aviation

aircraft at Lambert Field. Based on jet

fuel sales revenue, Sabreliner has 15%

of that market and Midcoast has 85%.

Transient general aviation customers

have benefited from competition

between these two firms, receiving

lower jet fuel prices and improved FBO

services. As a result of its acquisition of

Midcoast, Sabreliner now has a

monopoly of the Lambert transient

general aviation jet fuel market, which,

absent relief, will likely cause general

aviation customers to pay higher prices

for jet fuel and received diminished

services.

The St. Louis Airport Authority has

committed to expanding the amount of

space available at Lambert for scheduled

commercial traffic and is unlikely to

allocate more space to accommodate

another FBO in the near future.

Therefore, an increase in the price of jet

fuel to transient general aviation

customers will not be defeated by a new

entrant.

III

Explanation of The Proposed Final

Judgment

The United States brought this action

because the effect of the acquisition of

Midcoast by Sabreliner may be

substantially to lessen competition, in

violation of Section 7 of the Clayton

Act, in the Lambert transient general

aviation jet fuel market. The risk to

competition posed by this acquisition,

however, would be eliminated if the

assets and leases currently held by

Sabreliner to operate its Lambert

transient general aviation fueling

business were sold and assigned to a

purchaser that could operate them as an

active, independent and financially

viable competitor. To this end, the

provisions of the proposed Final

Judgment are designed to accomplish

the sale and assignment of certain assets

and leaseholds to such a purchaser and

thereby prevent the anticompetitive

effects of the proposed acquisition.

Section IV of the proposed Final

Judgment requires defendant Sabreliner,

by May 1, 1995, to divest either its

Transient Fuel Service Business as

defined in Section II. D, or its Cargo and

General Aviation Business, as defined in

Section II. E of the proposed Final

Judgment. Divestiture of one of the two

groups of assets and leaseholds will

cure the potential anticompetitive

consequences of Sabreliner’s acquisition

of Midcoast.

The first group, Sabreliner’s Transient

General Aviation Business, includes the

assets and leases a prospective

purchaser would need to effectively

operate a stand-alone transient general

aviation fueling business. Should a

purchaser elect to acquire and operate
Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9405

these assets, the competition lost

through Sabreliner’s acquisition of

Midcoast would be restored. However,

Sabreliner’s current revenue stream

from its transient general aviation

fueling business may be too small to

attract, or viably support, a satisfactory

purchaser. Accordingly, the second

group, Cargo and General Aviation

Business, is a broader package that

includes assets that Sabreliner currently

operates to provide fuel and other

services to both cargo and general

aviation aircraft at Lambert Field.

Under the proposed Final Judgment,

Sabreliner must take all reasonable steps

necessary to accomplish quickly the

divestiture of one of the two specified

groups of assets, and shall cooperate

with bona fide prospective purchasers

by supplying all information relevant to

the proposed sale. Should Sabreliner

fail to complete its divestiture by May

1, 1995, the Court will appoint,

pursuant to Section V, a trustee to

accomplish the divestiture. The United

States will have the discretion to delay

the appointment of the trustee for up to

an additional two months should it

appear that the assets can be sold in the

extended time period.

Following the trustee’s appointment,

only the trustee will have the right to

sell the divestiture assets, and defendant

Sabreliner will be required to pay for all

of the trustee’s sale-related expenses. It

will be in the sole discretion of the

trustee to sell either package of assets,

or any combination of those assets,

necessary to accomplish a timely

divestiture of Sabreliner’s Transient

Fuel Service Business.

Section VI of the proposed Final

Judgment would assure the United

States an opportunity to review any

proposed sale, whether by Sabreliner or

by the trustee, before it occurs. Under

this provision, the United States is

entitled to receive complete information

regarding any proposed sale or any

prospective purchaser prior to

consummation. Upon objection by the

United States to a sale of the divestiture

assets by the defendant Sabreliner, a

proposed divestiture may not be

completed. Should the United States

object to a sale of the divested assets by

the trustee, that sale shall not be

consummated unless approved by the

Court.

Pursuant to Section V.G., should the

trustee not accomplish the divestiture

within six months of appointment, the

trustee and the parties will make

recommendations to the Court, which

shall enter such orders as it deems

appropriate to carry out the purpose of

the trust, which may include extending

the trust or the term of the trustee’s

appointment.

Under Section IX of the proposed

Final Judgment, defendant Sabreliner

must take certain steps to ensure that,

until the required divestiture has been

completed, the divestiture assets—

Sabreliner’s cargo and general aviation

business—will be maintained as a

separate, ongoing, viable business and

kept distinct from Midcoast’s assets and

facilities at Lambert. Until such

divestiture, Sabreliner must also

continue to maintain and operate the

business as a viable, independent

competitor at Lambert Field, using all

reasonable efforts to maintain and

increase transient fuel sales. Sabreliner

must maintain the business, so that it

continues to be salable, including

maintaining all records, loans, and

personnel necessary for its operation.

Section X requires the defendant to

make available, upon request, the

business records and the personnel of

its business. This provision allows the

United States to inspect and ensure that

the defendant is complying with the

requirements of the proposed Final

Judgment. Section XII of the proposed

Final Judgment provides that it will

expire on the tenth anniversary of its

entry by the Court.

IV

Remedies Available to Potential Private

Litigants

Section 4 of the Clayton Act (15

U.S.C. 15) provides that any person who

has been injured as a result of conduct

prohibited by the antitrust laws may

bring suit in federal court to recover

three times the damages the person has

suffered, as well as costs and reasonable

attorneys’ fees. Entry of the proposed

Final Judgment will neither impair nor

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 the defendant.

V

Procedure for Commenting on the

Proposed Final Judgment

The United States and defendant have

stipulated that the proposed Final

Judgment may be entered by the Court

after compliance with the provisions of

the APPA, provided that the United

States has not withdrawn its consent.

The APPA conditions entry upon the

Court’s determination that the proposed

Final Judgment is in the public interest.

The APPA provides a period of at

least 60 days preceding the effective

date of the proposed Final Judgment

within which any person may submit to

the United States written comments

regarding the proposed Final Judgment.

Any person who wishes to comment

should do so within 60 days of the date

of publication of this Competitive

Impact Statement in the Federal

Register. The United States will evaluate

the comments, determine whether it

should withdraw its consent, and

respond to comments. 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: Roger W. Fones, Chief,

Transportation, Energy & Agriculture

Section, Antitrust Division, Judiciary

Center Building, 555 4th Street, N.W.,

Room 9104, Washington, DC 20001.

VI

Altneratives to the Proposed Final

Judgment

The proposed Final Judgment requires

that the divestiture assets be sold to a

purchaser with the capability and

present intent of operating them as part

of a viable, ongoing business capable of

providing transient general aviation

fueling services at Lambert Field. Thus,

compliance with the proposed Final

Judgment and the completion of the sale

required by the Judgment should resolve

the competitive concerns raised by the

acquisition.

Litigation is, of course, always an

alternative to a consent decree in a

Section 7 case. The United States

rejected this alternative because the sale

required under the proposed Final

Judgment should prevent the

acquisition by Sabreliner of Midcoast

from having a significant

anticompetitive effect in the relevant

market alleged.

The United States is satisfied that the

proposed Final Judgment fully resolves

the anticompetitive effects of the

proposed merger alleged in the

Complaint. Although the proposed Final

Judgment may not be entered until the

criteria established by the APPA (15

U.S.C. 16(b)(–(h)) have been satisfied,

the public will benefit immediately

from the safeguards in the proposed

Final Judgment because the defendant

has stipulated to comply with the terms

of the Judgment pending its entry by the

Court.

VII

Determinative Materials and Documents

There are no materials or documents

that the United States considered to be

determinative in formulating this

proposed Final Judgment. Accordingly,
9406 Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices

none are being filed with this

Competitive Impact Statement.

Dated: February 6, 1995.

Respectfully submitted.

Roger W. Fones,

Chief.

Donna N. Kooperstein,

Assistant Chief.

Jonathan D. Lee,

Attorney.

Certificate of Service

I hereby certify that I am an attorney

for the United States in this action, and

have caused a true and correct copy of

the foregoing Complaint, Stipulation,

proposed Final Judgment, and

Competitive Impact Statement, to be

served by first class mail and February

6, 1995 for the defendant at the address

below:

John Gillick,

Winthrop, Stimson, Putnam & Roberts.

For defendant Sabreliner Corporation.

Jonathan D. Lee,

Attorney in Charge.

[FR Doc. 95–3889 Filed 2–16–95; 8:45 am]

BILLING CODE 4410–01–M

DEPARTMENT OF LABOR

Employment and Training

Administration

Investigations Regarding Certifications

of Eligibility To Apply for Worker

Adjustment Assistance

Petitions have been filed with the

Secretary of Labor under Section 221(a)

of the Trade Act of 1974 (‘‘the Act’’) and

are identified in the Appendix to this

notice. Upon receipt of these petitions,

the Director of the Office of Trade

Adjustment Assistance, Employment

and Training Administration, has

instituted investigations pursuant to

Section 221(a) of the Act.

The purpose of each of the

investigations is to determine whether

the workers are eligible to apply for

adjustment assistance under Title II,

Chapter 2, of the Act. The investigations

will further relate, as appropriate, to the

determination of the date on which total

or partial separations began or

threatened to begin and the subdivision

of the firm involved.

The petitioners or any other persons

showing a substantial interest in the

subject matter of the investigations may

request a public hearing, provided such

request is filed in writing with the

Director, Office of Trade Adjustment

Assistance, at the address shown below,

not later than February 27, 1995.

Interested persons are invited to

submit written comments regarding the

subject matter of the investigations to

the Director, Office of Trade Adjustment

Assistance, at the address shown below,

not later than February 27, 1995.

The petitions filed in this case are

available for inspection at the Office of

the Director, Office of Trade Adjustment

Assistance, Employment and Training

Administration, U.S. Department of

Labor, 200 Constitution Avenue NW.,

Washington, D.C. 20210.

Signed at Washington, D.C. this 6th day of

February, 1995.

Victor J. Trunzo,

Program Manager, Policy & Reemployment

Services, Office of Trade Adjustment

Assistance.

APPENDIX

Petitioner: Union workers/firm— Location Date

received

Date of

petition Petition No. Articles produced

Allied Signal (wkrs) ........................................... Greenville, OH ............ 02/06/95 01/26/95 30,701 Automobile Filters.

Bearings, Inc (wkrs) .......................................... Cleveland, OH ............ 02/06/95 01/10/95 30,702 Bearings and Power Transmission.

Dauman Dislays (wkrs) ..................................... New York, NY ............. 02/06/95 01/22/95 30,703 Glass Display Cabinets.

Lynwood Fashions (ILGWU) ............................ Wilkes-Barre, PA ........ 02/06/95 01/24/95 30,704 Ladies’ Dresses.

M.W. Carr Co., Inc (Co) ................................... Somerville, MA ........... 02/06/95 01/20/95 30,705 Wood & Metal Frames.

Xerox Corp (wkrs) ............................................. Rochester, NY ............ 02/06/95 01/18/95 30,706 Copiers and Printers.

Tidewater Inc. (wkrs) ........................................ New Orleans, LA ........ 02/06/95 01/24/95 30,707 Oilfield Services.

U.S. Dept. of Agri., F.S.I.S.,I.I.D. (wkrs) ........... New Orleans, LA ........ 02/06/95 01/23/95 30,708 Meat Inspection Services.

Contract Mfg./Monroe Mfg. (ACTWU) .............. Monroe, LA ................. 02/06/95 01/23/95 30,709 Baby Bottles & Infant Gift Sets.

Crown Cork & Seal (wkrs) ................................ Swedesboro, NJ ......... 02/06/95 01/23/95 30,710 Metal Cans—Baby Formula.

Avenue West Sportswear (wkrs) ...................... Hammonton, NJ .......... 02/06/95 01/09/95 30,711 Ladies Sportswear.

U.S. Information Agency (wkrs) ........................ Mason, OH ................. 02/06/95 01/20/95 30,712 Domestically Produced Radio Programing.

Cascade Woolen Mills, Inc (wkrs) .................... Oakland, ME ............... 02/06/95 01/26/95 30,713 Woolen & Synthetic Fabrics.

Endicott Forgings & Mfg Co(IAMAW) ............... Endicott, NY ................ 02/06/95 01/26/95 30,714 Metal Forgings.

Hanover Shoe C (Co) ....................................... Marlinton, WV ............. 02/06/95 01/25/95 30,715 Men’s Dress Shoes.

Hanover Shoe Co (Co) ..................................... Franklin, WV ............... 02/06/95 01/25/95 30,716 Men’s Dress Shoes.

3m Co (OCAW) ................................................ Freehold, NJ ............... 02/06/95 01/25/95 30,717 Electric Tapes.

Q.T. Foundations (ILGWU) ............................... Bergen Field, NJ ......... 02/06/95 01/25/95 30,718 Under Garments.

Joseph Frank (ILGWU) ..................................... Passaic, NJ ................. 02/06/95 01/25/95 30,719 Women’s Coats.

SNE Enterprises, Inc. (wkrs) ............................ Spokane, WA .............. 02/06/95 01/24/95 30,720 Wood Windows & Doors.

Sunbeam-Oster Household Products (wkrs) .... Holly Springs, MS ....... 02/06/95 01/26/95 30,721 Kitchen Appliances.

[FR Doc. 95–4025 Filed 2–16–95; 8:45 am]

BILLING CODE 4510–30–M