35250 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

establish water users’ compliance with

Reclamation law.

Bureau Form Numbers: 7–21SUMM–

R and 7–21SUMM–C.

OMB Approval Number: 1006–0006.

Reclamation will display a valid OMB

control number on either the forms or

the instructions associated with the

forms. Persons who are required to

respond to the information collection

need not respond unless the OMB

control number is current.

Frequency: Annually.

Description of Respondents:

Contracting organizations for

Reclamation project irrigation water.

Estimate of Burden: Public reporting

burden for this collection of information

is estimated to average 40 hours per

response.

Estimated Number of Respondents:

303.

Estimated Number of Responses per

Respondent: 1.25.

Estimated Annual Responses: 379.

Estimated Total Annual burden on

Respondents: 15,160 hours.

Reclamation’s Clearance Officer:

Marilyn Rehfeld (303) 236–0305

extension 459.

All comments received on this

information collection request in

Federal Register notice 61 FR 9485,

Mar. 8, 1996, have been summarized

and included in the request for OMB

approval.

Dated: June 28, 1996.

J. Austin Burke,

Director, Program Analysis Office.

[FR Doc. 96–17099 Filed 7–3–96; 8:45 am]

BILLING CODE 4310–94–M

Information Collection Submitted to

the Office of Management and Budget

for Review under the Paperwork

Reduction Act

The proposal for the revised

collection of information listed below

has been submitted to the Office of

Management and Budget for review

under the Paperwork Reduction Act of

1995 (44 U.S.C. Chapter 35). Copies of

this information collection and the

supporting documentation may be

obtained by contacting Reclamation’s

Clearance Officer at the telephone

number listed below. Comments on this

information collection should be made

within 30 days directly to the Office of

Information and Regulatory Affairs,

Office of Management and Budget,

Attention: Desk Officer for the Bureau of

Reclamation, Paperwork Reduction

Project (1006–0005), Washington, DC

20503, Telephone (202) 395–7340.

Title: Individual Landholder’s

Certification and Reporting Forms for

Acreage Limitation, 43 CFR Part 426.

Abstract: This information collection

requires certain landholders to complete

forms demonstrating their compliance

with the acreage limitation provisions of

reclamation law. The forms establish

each landholder’s status with respect to

landownership limitations, full-cost

pricing thresholds, lease requirements,

and other provisions of reclamation law.

Bureau Form Numbers: 7–21INFO, 7–

2180, 7–2180EZ, 7–2181, 7–2184, 7–

2190, 7–2190EZ, 7–2191, 7–2194, 7–

21PE, 7–21TRUST, 7–21VERIFY, 7–

21XS, 7–21FC, 7–21CONT.

OMB Approval Number: 1006–0005.

Reclamation will display a valid OMB

control number on either the forms or

the instructions associated with the

forms. Persons who are required to

respond to the information collection

need not respond unless the OMB

control number is current.

Frequency: Annually.

Description of Respondents: Owners

and lessees of land on Federal

Reclamation projects, whose

landholdings exceed specified

thresholds.

Estimated Number of Respondents:

41,400.

Estimated Number of Responses per

Respondent: 1.02.

Estimated Annual Responses: 42,200.

Estimated Total Annual Burden on

Respondents: 14,800.

Reclamation’s Clearance Officer:

Marilyn Rehfeld (303) 236–0305

extension 459.

All comments received on this

information collection requested in

Federal Register notice 61 FR 9485,

Mar. 8, 1996, have been summarized

and included in the request for OMB

approval.

Dated: June 28, 1996.

J. Austin Burke,

Director, Program Analysis Office.

[FR Doc. 96–17100 Filed 7–3–96; 8:45 am]

BILLING CODE 4310–94–M

DEPARTMENT OF JUSTICE

Antitrust Division

United States of America vs. The

Thomson Corporation and West

Publishing Company; Proposed Final

Judgment and Competitive Impact

Statement

Notice is hereby given pursuant to the

Antitrust Procedures and Penalties Act,

15 U.S.C. 16(b)–(h), that a proposed

Final Judgment, Stipulation, and

Competitive Impact Statement have

been filed with the United States

District Court for the District of

Columbia in United States vs. The

Thomson Corporation and West

Publishing Company, Civ. Action No.

96–1415. The proposed Final Judgment

is subject to approval by the Court after

the expiration of the statutory 60-day

public comment period and compliance

with the Antitrust Procedures and

Penalties Act, 15 U.S.C. 16(b)–(h).

On June 19, 1996, the United States

filed a Complaint seeking to enjoin a

transaction in which The Thomson

Corporation (‘‘Thomson’’) agreed to

acquire West Publishing Company

(‘‘West’’). Thomson and West are two of

the country’s largest publishers of law

books and legal research materials.

Thomson and West publish numerous

competing legal publications, including

the only two annotated United States

Codes and the only two enhanced U.S.

Supreme Court reporters. The

Complaint alleged that the proposed

acquisition would substantially lessen

competition in the market for legal

publications in violation of section 7 of

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

Section 1 of the Sherman Antitrust Act,

15 U.S.C. 1.

The proposed Final Judgment orders

defendants to divest 51 legal

publications to one or more purchasers

who have the ability effectively to

compete in the market for legal

publications. To insure that each

divested product will be sold as a

viable, ongoing line of business,

Thomson is required to divest related

production assets in addition to its

rights to publication titles, and to allow

the purchaser to seek to hire employees

who have been working on the

products. The defendants are also

required to license openly the right to

use the pagination of individual pages

in West’s National Reporter System to

any interested third party for a fee.

Thomson is also to grant to Lexis-Nexis

options to extend for five years its

current licenses for the three important

non-legal databases: Investext, ASAP,

and Preicasts. In addition, Thomson is

required to allow the state of California,

Washington and Wisconsin to reopen

the bidding for contracts presently held

by Thomson for the publication of their

respective official state case law

reporters. In the event any of these

states choose another official reporter,

Thomson is required to divest its assets

related to its current contract and to

divest its associated state digest.

A Competitive Impact Statement filed

by the United States describes the

Complaint, the proposed Final

Judgment, and remedies available to

private litigants.
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35251

Public comment is invited within the

statutory 60-day comment period. Such

comments, and the responses thereto,

will be published in the Federal

Register and filed with the Court.

Written comments should be directed to

Craign W. Conrath, Chief, Merger Task

Force, Antitrust Division, 1401 H Street

NW., Suite 4000, Washington, DC 20530

(telephone: 202–307–5779). Copies of

the Complaint, Stipulation, proposed

Final Judgment and Competitive Impact

Statement are available for inspection in

Room 215 of the Antitrust Division,

Department of Justice, 325 7th Street

NW., Washington, DC 20530 (telephone:

202–514–2481) and at the office of the

Clerk of the United States District Court

for the District of Columbia, Third Street

and Constitution Avenue NW.,

Washington, DC 20001.

Copies of any of these materials may

be obtained upon request and payment

of a copying fee.

Lawrence R. Fullerton,

Deputy Assistant Attorney General, Antitrust

Division.

United States District Court for the

District of Columbia

In the matter of United States of America,

State of California, by and through its

Attorney General Daniel E. Lungren; State of

Connecticut, by and through its Attorney

General Richard Blumenthal; State of Illinois,

by and through its Attorney General Jim

Ryan; Commonwealth of Massachusetts, by

and through its Attorney General Scott

Harshbarger; State of New York, by and

through its Attorney General Dennis C.

Vacco; State of Washington, by and through

its Attorney General Christine O. Gregoire,

and State of Wisconsin, by and through its

Attorney General James E. Doyle, Jr.;

Plaintiffs, vs. The Thomson Corporation and

West Publishing Company, Defendants;

Docket No.: 96–CV01415, Judge Charles R.

Richey, File: 6/19/96.

Stipulation and Order

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 stipulate 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 the

plaintiffs have not withdrawn their

consent, which they may do at any time

before the entry of the proposed Final

Judgment by serving notice thereof on

defendants and by filing that notice

with the Court.

(3) Plaintiffs’ consent to the entry of

this decree should not be read to suggest

that plaintiffs believe that a license is

required before a legal publisher may

star paginate to defendants’ products.

Plaintiffs expressly reserve the right to

assert their views concerning the extent,

validity, or significance of any

intellectual property right claimed by

defendants, in judicial proceedings or in

any other forum. Plaintiffs and

defendants agree that this Final

Judgment shall have no impact

whatsoever on any adjudication

concerning these matters.

(4) Defendants shall abide by and

comply with the provisions of the

proposed Final Judgment pending entry

of the Final Judgment, and shall, from

the date of the signing of this

Stipulation, comply with all the terms

and provisions of the proposed Final

Judgment as though the same were in

full force and effect as an order of the

Court.

(5) Defendants will not consummate

their transaction before the Court has

signed this Stipulation and Order.

(6) Thomson shall prepare and deliver

reports in the form required by the

provisions of paragraph B of Section VI

of the proposed Final Judgment

commencing no later than July 19, 1996,

and every thirty (30) days thereafter

pending entry of the Final Judgment.

(7) In the event the plaintiffs

withdraw their consent, as provided in

paragraph 2 above, or if the proposed

Final Judgment is not entered pursuant

to this Stipulation, this Stipulation shall

be of no effect whatsoever, and the

making of this Stipulation shall be

without prejudice to any party in this or

any other proceeding.

Dated: June , 1996.

For plaintiff United States of America:

Craig W. Conrath,

Attorney, U.S. Department of Justice.

Keith S. Blair (DC Bar #450252),

Attorney, U.S. Department of Justice,

Antitrust Division, Merger Task Force, 1401

H Street N.W., Washington, D.C. 20005, (202)

307–5779.

For defendant the Thomson Corporation.

Wayne D. Collins,

Shearman & Sterling, Citicorp Center, 153

East 53rd Street, New York, N.Y. 10022, (212)

848–4000, Attorney for The Thomson.

For plaintiff State of California:

Kathleen F. Foote.

For plaintiff State of Connecticut:

Aaron S. Bayer.

For plaintiff State of Illinois:

Christine H. Roszo.

For plaintiff Commonwealth of

Massachusetts:

George K. Weber.

For plaintiff State of New York:

Stephen N. Houck.

For defendant West Publishing Company:

James E. Schatz,

Schatz Paquin Lockridge Grindal & Holstein

P.L.L.P., Suite 2200, 100 Washington Avenue

Sol, Minneapolis, MN 55401, (612) 339–6900,

Attorney for West Publishing, Company.

For plaintiff State of Washington:

Tina E. Kondo.

For plaintiff State of Wisconsin:

Kevin J. O’Connor.

So ordered: lll United States District

Judge.

Final Judgment

WHEREAS plaintiffs, the United

States of America (hereinafter ‘‘United

States’’), the State of California, the

State of Connecticut, the State of

Illinois, the Commonwealth of

Massachusetts, the State of New York,

the State of Washington, and the State

of Wisconsin, having filed their

Complaint herein, and defendants, 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 issue of law or fact herein;

AND WHEREAS, defendants have

agreed to be bound by the provisions of

this Final Judgment pending its

approval by the Court;

AND WHEREAS, prompt and certain

divestiture or license of certain assets to

one or more third parties is the essence

of this agreement;

AND WHEREAS, defendants

acknowledge that plaintiffs’ consent to

the entry of this decree should not be

read to suggest that plaintiffs believe
35252 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

that a license is required before a legal

publisher may star paginate to

defendants’ products and that plaintiffs

expressly reserve the right to assert their

views concerning the extent, validity, or

significance of any intellectual property

right claimed by defendants, in judicial

proceedings or in any other forum.

Plaintiffs and defendants further agree

that this Final Judgment shall have no

impact whatsoever on any adjudication

concerning these matters.

AND WHEREAS, the parties intend to

require defendants to divest, as viable

lines of business, certain assets so as to

ensure, to the sole satisfaction of the

plaintiffs, that the Acquirer will be able

to publish and sell the assets as viable,

ongoing product lines;

AND WHEREAS, defendants have

represented to plaintiffs that the

divestitures required below can and will

be made as provided in this Final

Judgment and that defendants 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 the

defendants under Section 7 of the

Clayton Act, as amended (15 U.S.C. 18).

II.

Definitions

As used in this Final Judgment:

A. ‘‘Acquirer’’ means the person(s) to

whom Thompson shall sell the

Divestiture Products (as defined below).

B. ‘‘Divestiture Products’’ means the

product lines listed on Exhibit A.1 and

Exhibit A.2 attached hereto, in any

medium, including all rights and

interests in them, including all

intellectual property rights, all existing

work in progress, plates, films, master

tapes, machine-readable codes for CD–

ROM production, existing inventory,

pertinent correspondence and files, a

copy of the current subscriber list, all

related subscriber information,

advertising materials, contracts with

authors, software, and, at Acquirer’s

option, computers and other physical

assets used primarily for production of

the Divestiture Product. Auto-Cite is a

Divestiture Product and its divestiture

shall include the sale of all Auto-Cite

trademarks and service marks, the

assignment of the Auto-Cite License

Agreement, and delivery of a

transferable royalty-free perpetual

license of the Auto-Cite case database as

of the time of the devestitive and all

software, trade secrets, and know-how

used in producing and updating the

Auto-Cite case database.

C. ‘‘Official Reporter Contract States’’

means California, Washington, and

Wisconsin.

D. ‘‘Official Reporter Contract’’ means

a contract between Thomson and an

Official Reporter Contract State

pursuant to which Thomson publishes

the official case law reporters for that

state.

E. ‘‘Retained Product’’ means any

product offered for sale or in

development by Thomson or West as of

June 1, 1996, that is not a Divestiture

Product.

F. ‘‘Auto-Cite License Agreement’’

shall mean the agreement by which

Thomson currently licenses the use of

Auto-Cite to Lexis-Nexis, specifically,

the Thomson Legal Publishing License

Agreement dated March 7, 1991, as

amended by a letter agreement dated

March 22, 1996 between Andrew G.

Mills of Thomson and Louis J.

Andreozzi of Lexis-Nexis.

G. ‘‘Thomson’’ means defendant The

Thomson Corporation, a Canadian

corporation with its headquarters in

Toronto, Ontario, Canada, and includes

its successors and assigns, their

subsidiaries, affiliates, directors,

officers, managers, agents and

employees.

H. ‘‘West’’ means defendant West

Publishing Company, a Minnesota

corporation with its headquarters in

Eagan, Minnesota, and includes its

successors and assigns, their

subsidiaries, affiliates, directors,

officers, managers, agents and

employees.

I. ‘‘Lexis-Nexis’’ means Lexis-Nexis, a

division of Reed Elsevier Inc., a

Massachusetts corporation with its

headquarters in Newton, Massachusetts,

and includes its successors and assigns,

their subsidiaries, affiliates, directors,

officers, managers, agents and

employees.

J. ‘‘National Reporter System’’ means

those printed case report series

published by West that West has

designated, or in future designates, as

part of the National Reporter System.

III.

Applicability

A. The provisions of this Final

Judgment apply to the defendants, their

successors and assigns, their

subsidiaries, affiliates, directors,

officers, managers, agents, and

employees, and 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. Thomson, as a condition of the sale

or other disposition of any or all of the

Divestiture Products, shall require the

Acquirer to agree to be bound by the

provisions of this Final Judgment.

IV.

Divestiture of Assets

A. Thomson is hereby ordered and

directed, within nine (9) months from

the date of this Final Judgment is filed

with the Court, to divest the Divestiture

Products listed on Exhibit A.1 and A.2.

the United States, in its sole discretion,

may agree to an extension of this time

period of up to three (3) months, and

shall notify the Court in such

circumstances.

B. Divestiture under Section IV.A of

the Divestiture Products listed on

Exhibit A.1 shall be accomplished in

such a way as to satisfy the United

States, in its sole discretion after

consultation with the state plaintiffs,

(and, for state specific Divestiture

Products, to satisfy, the appropriate

state plaintiff) that the Divestiture

Products can and will be operated by

the Acquirer as viable, ongoing product

lines. Divestiture Products under

Section IV.A shall be made to a

purchaser for whom it is demonstrated

to the sole satisfaction of the United

States after consultation with the state

plaintiffs, (and, for state specific

Divestiture Products, to the satisfaction

of the appropriate state plaintiff) that (1)

the purchase is for the purpose of

competing effectively in the publication

and sale of the Divestiture Products, and

(2) the Acquirer has the managerial,

operational, and financial capability to

compete effectively in the publication

and sale of the Divestiture Products.

Defendants are prohibited from entering

into any agreement with the Acquirer to

license exclusively the Divestiture

Products to the Defendants.

C. Thomson shall include in any

purchase agreement made in connection

with the divestiture obligations in

Section IV.A the option to the Acquirer,

exercisable at the time of the closing of

the purchase agreement, to require

Thomson to continue, for a reasonable

period of time and for reasonable

compensation, to produce the

Divestiture Product on behalf of the

Acquirer, provided that the Acquirer

shall control all non-production-related
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35253

aspects of the Divestiture Product,

including pricing, promotion, sales, and

order fulfillment.

D. The Acquirer of any Divestiture

Product which Thomson currently uses,

in whole or in part, in any Retained

Product (e.g., for purposes of supplying

a Retained Product with primary law

content or copies or indices of

annotations or headnotes from a

Divestiture Product) shall grant

Thomson a royalty-free license to

continue to use the Divestiture Product

to the same extent for another twelve

(12) months immediately following the

closing of the sale of the Divestiture

Product (twenty-four (24) months in the

case of Auto-Cite).

E. In accomplishing the divestiture

ordered by this Final Judgment, the

defendants shall make known, by usual

and customary means, the availability of

the Divestiture Products. The

defendants shall provide any person

making inquiry regarding a possible

purchase of a copy of the Final

Judgment. The defendants shall also

offer to furnish to any bona fide

prospective purchaser, subject to

custody confidentiality assurances, all

reasonably necessary information

regarding the Divestiture Products,

except such information subject to

attorney-client privilege or attorney

work product privilege. Defendants

shall make available such information to

the plaintiffs at the same time that such

information is made available to any

other person. Defendants shall permit

bona fide prospective purchasers of the

Divestiture Products to have access to

personnel 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 divestiture required by

this Final Judgment.

F. Defendants shall make available to

plaintiffs and to Acquirer information

about the personnel involved in

editorial product of each of the

Divestiture Products to enable Acquirer

to make offers of employment.

Defendants shall not interfere with any

negotiations by the Acquirer to employ

any West or Thomson employee whose

primary responsibility is the

production, sale or marketing of such

Divestiture Product.

G. Thomson shall take all reasonable

steps to accomplish quickly the

divestitures contemplated by this Final

Judgment.

V.

Appointment of Trustee

A. In the event that Thomson has not

divested the Divestiture Products within

nine (9) months from the date this Final

Judgment is filed with the Court,

Thomson shall notify the plaintiffs of

that fact in writing. Upon application of

the United States, the Court shall

appoint a trustee selected by the United

States to effect the divestiture of the

Divestiture Products. Unless the

plaintiff otherwise consent in writing,

the divestiture shall be accomplished in

such a way as to satisfy the United

States, in its sole discretion after

consultation with the state plaintiffs,

(and, for state specific Divestiture

Products, to satisfy the appropriate state

plaintiff), that the Divestiture Products

can and will be used by the Acquirer as

viable on-going product lines. The

divestiture shall be made to an Acquirer

for whom it is demonstrated to the

United States’ sole satisfaction after

consultation with the state plaintiffs,

(and, for state specific Divestiture

Products, to the satisfaction of the

appropriate state plaintiff) that the

Acquirer has the managerial,

operational, and financial capability to

compete effectively in the publication

and sale of the Divestiture Products, and

that none of the terms of the divestiture

agreement interfere with the ability of

the purchaser to compete effectively in

the publication and sale of the

Divestiture Products.

B. After the appointment of a trustee

becomes effective, only the trustee shall

have the right to sell the Divestiture

Products. The trustee shall have the

power and authority to accomplish the

divestiture at the best price then

obtainable upon a reasonable effort by

the trustee, subject to the provisions of

Sections IV, V and VI of this Final

Judgment, and shall have such other

powers as the Court shall deem

appropriate. The trustee shall have the

power and authority to hire at the cost

and expense of defendants any

investment bankers, attorneys, or other

agents reasonably necessary in the

judgment of the trustee to assist in the

divestiture, and such professionals and

agents shall be solely accountable to the

trustee. The trustee shall have the power

and authority to accomplish the

divestiture at the earliest possible time

to a purchaser acceptable to the United

States after consultation with the state

plaintiffs, (and, for state specific

Divestiture Products, acceptable to the

appropriate state plaintiff), and shall

have such other powers as this Court

shall deem appropriate. Defendants

shall not object to a sale by the trustee

on any grounds other than (1) the

trustee’s malfeasance, or (2) that the sale

is contrary to the express terms of this

Final Judgment. Any such objections by

defendants must be conveyed in writing

to the plaintiffs and the trustee within

ten (10) days after the trustee has

provided the notice required under

Section VI.

C. The trustee shall serve at the cost

and expense of Thomson, on such terms

and conditions as the Court may

prescribe, 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

Thomson and the trust shall then be

terminated. The compensation of such

trustee and that of any professionals and

agents retained by the trustee shall be

reasonable in light of the value of the

Divestiture Products and based on a fee

arrangement providing the trustee with

an incentive based on the price and

terms of the divestiture and the speed

with which it is accomplished.

D. Thomson shall use its best efforts

to assist the trustee in accomplishing

the required divestiture. The trustee and

any consultants, accountants, attorneys,

and other persons retained by the

trustee shall have full and complete

access to the personnel, books, records,

and facilities of Thomson and West, and

defendants shall develop financial or

other information relevant to such assets

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

trustee’s accomplishment of the

divestiture.

E. After its appointment, the trustee

shall file monthly reports with the

parties and the Court setting forth the

trustee’s efforts to accomplish the

divestiture ordered under this Final

Judgment. If the trustee has not

accomplished such divestiture within

six (6) months after its appointment, the

trustee shall thereupon 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.

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 may, if necessary, include
35254 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

extending the trust and the term of the

trustee’s appointment by a period

requested by the United States.

VI.

Notification

A. Within two (2) business days

following execution of a definitive

agreement, Thomson or the trustee,

whichever is then responsible for

effecting the divestiture required herein,

shall notify the plaintiffs of any

proposed divestiture required by

Section IV or V of this Final Judgment.

If the trustee is responsible, it shall

similarly notify Thomson. 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 or expressed an interest in or

desire to acquire any ownership interest

in the Divestiture Products, together

with full details of the same. Within

fifteen (15) days after receipt of the

notice, the plaintiffs may request

additional information concerning the

proposed divestiture, the proposed

purchaser, and any other potential

purchaser. Thomson or the trustee shall

furnish the additional information

within fifteen (15) days of the receipt of

the request. Within thirty (30) days after

receipt of the notice or within fifteen

(15) days after receipt of the additional

information, whichever is later, the

United States (or, for state specific

Divestiture Products, the appropriate

state plaintiff) shall notify in writing

Thomson and the trustee, if there is one,

if it objects to the proposed divestiture.

If the United States (or, for state specific

Divestiture Products, the appropriate

state plaintiff) fails to object within the

period specified, or if the United States

(or, for state specific Divestiture

Products, the appropriate state plaintiff)

notifies in writing Thomson and the

trustee, if there is one, that it does not

object, then the divestiture may be

consummated, subject only to

Thomson’s limited right to object to the

sale under Section V.B. Upon objection

by the United States (or, by the state

specific Divestiture Products, the

appropriate state plaintiff) or by

Thomson under Section V.B, the

proposed divestiture shall not be

accomplished unless approved by the

Court.

B. Thirty (30) days from the date

when this Order becomes final, and

every thirty (30) days thereafter until the

divestiture has been completed or a

trustee is appointed, Thomson shall

deliver to the plaintiffs a written report

as to the fact and manner of compliance

with Section IV of this Final Judgment.

Each such report shall include, for each

person who during the preceding thirty

(30) days made an offer, expressed an

interest or desire to acquire, entered into

negotiations to acquire, or made an

inquiry about acquiring any ownership

interest in all or any portion of the

Divestiture Products, the name, address,

and telephone number of that person

and a detailed description of each

contact with that person during that

period. Thomson shall maintain full

records of all efforts made to divest all

or any portion of the Divestiture

Products.

VII.

Financing

Thomson shall not finance all or any

part of any purchase made pursuant to

Sections IV or V of this Final Judgment

without the prior written consent of the

United States.

VIII.

Preservation of Assets

Until the divestitures required by

Section IV.A of the Final Judgment have

been accomplished:

A. Defendants shall take all steps

necessary to ensure that each

Divestiture Product listed on Exhibit

A.1 will be maintained as an

independent, ongoing, economically

viable and active competitor in its

respective line of business in the United

States and that, except as necessary to

comply with Section IV.B of this Final

Judgment, the product management for

all Divestiture Products, including the

marketing and pricing information and

decision-making, be kept separate and

apart from, and not influenced by,

Thomson’s and West’s businesses in

other products.

B. Defendants shall use all reasonable

efforts to maintain and increase sales of

the Divestiture Products, and shall

maintain at 1995 or previously

approved levels for 1996, whichever are

higher, promotional advertising, sales,

marketing, and merchandising support

for the Divestiture Products.

C. Defendants shall take all steps

necessary to ensure that the Divestiture

Products are fully maintained.

Defendants shall not establish, prior to

divestiture, any license of any of the

Divestiture Products to themselves.

Defendants’ production, sales and

marketing employees with primary

responsibility for the Divestiture

Products shall not be transferred or

reassigned to any Retained Product,

except for transfer bids initiated by

employees pursuant to defendants’

regular, established job posting policy,

provided that defendants give the

United States (and, for the state specific

Divestiture Products, the appropriate

state plaintiff) and Acquirer ten (10)

days’ notice of such transfer.

D. Defendants shall not, except as part

of a divestiture approved by the United

States, sell any Divestiture Products.

E. Defendants shall take no action that

would jeopardize the sale of the

Divestiture Products.

IX.

Star Pagination

A. Beginning no later than ten (10)

business days after the entry of the Final

Judgment, defendants shall grant to any

third party a license in the form

attached as Exhibit B to star paginate to

West’s National Reporter System

publications subject to license fees not

to exceed the price indicated below per

format per year per 1,000 Characters (as

defined in Exhibit B) contained in the

material being star paginated:

First year of license:—$0.09.

Second year of license:—$0.11.

Third and subsequent years of license:—

$0.13.

The license fees may increase at a rate

based upon, but not to exceed, the

change in the United States Department

of Labor Producer Price Index for

Finished Goods.

B. Any existing star pagination

licensee may elect to modify its existing

license on star pagination by

substituting the terms and conditions of

the license contained in Exhibit B on

120 days’ notice.

X.

Options to Lexis-Nexis

Within ten (10) business days after the

entry of the Final Judgment, Thomson

shall grant to Lexis-Nexis the options to

extend the License Agreements for

Investext, ASAP, and Predicasts

databases or any successor, follow-on,

replacement, or substitute databases for

an additional five (5) years beyond their

current expiration dates, exercisable

within one year of the date of the entry

of this Final Judgment. Should LexisNexis elect to exercise this option, all

other terms and conditions of such

License Agreement shall be no less

favorable than the current terms and

conditions. Nothing contained in any

Lexis-Nexis agreement with Thomson

shall be deemed to prohibit Lexis-Nexis

from negotiating and contracting, but

not implementing, the direct or indirect

sourcing of information in those

databases.
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35255

XI.

Option to Official Reporter Contract

States

Within ten (10) business days after the

entry of the Final Judgment, Thomson

shall grant to the Official Reporter

Contract States the option to terminate

the contracts presently held by

Thomson, for the publication of the

official state case law reporters (listed in

Exhibit A.3) in those states without

cause upon ninety (90) days’ notice,

notwithstanding anything to the

contrary in those contracts. This option

may be exercised at any time prior to

the expiration of the current Official

Reporter Contract. In the event any of

the Official Reporter Contract States

elect to exercise this option:

A. Thomson shall undertake all

reasonable efforts to assist the Official

Reporter Contract State in finding a

substitute publisher for the product(s) at

issue.

B Upon the identification of a

substitute publisher:

1. Thomson shall provide that entity

with copies of all existing work in

progress, plates, films, master tapes,

machine-readable codes for CD–ROM

production, existing inventory,

pertinent correspondence and files, a

current copy of the subscriber list, all

related subscriber information,

advertising materials, Official Reporter

Contracts, software, and, at the

substitute publisher’s option, computers

and other physical assets used primarily

for production of the respective official

state case law reporters.

2. Thomson shall make available to

the United States (and, for state specific

Divestiture Products, the appropriate

state plaintiff) and to that entity

information about the personnel

involved in editorial production of the

respective official state case law reporter

to enable that entity to make offers of

employment. Thomson shall not

interfere with any negotiations by that

entity to employ any Thomson

employee whose primary responsibility

is the production, sale or marketing of

such official state case law reporter.

3. Thomson shall not transfer or

reassign production, sales and

marketing employees with primary

responsibility for the official state case

law reporter to any Retained Product,

except for transfer bids initiated by

employees pursuant to Thomson’s

regular, established job posting policy,

provided that Thomson gives the United

States (or, for state specific Divestiture

Products, the appropriate state plaintiff)

and that entity ten (10) days’ notice of

such transfer.

4. Thomson shall grant that entity an

option to acquire Thomson’s inventory

of the official reports at its cost to

Thomson; and

5. Thomson shall divest the digest

product for that state set forth in Exhibit

A.4, within the time periods and

pursuant to the procedures set forth in

Sections IV, V, VI, VII, and VIII of this

Judgment.

C. Thomson shall transfer to the

Official Reporter Contract State a

license, which shall be perpetual in

term, sublicensable, assignable, and

royalty-free, to the use of any

intellectual property rights which

Thomson holds pertaining to the

headnotes, case notes, and/or case

summaries in the product(s) at issue.

XII.

Compliance Inspection

For the purpose of determining or

securing compliance with this Final

Judgment, and subject to any legally

recognized privilege, from time to time:

A. Duly authorized representatives of

the plaintiffs, including consultants and

other persons retained by the United

States, shall, upon the written request of

the Assistant Attorney General in charge

of the Antitrust Division, or the

appropriate State Attorney General with

respect to the state specific Divestiture

Products, and on reasonable notice to

Thomson made to its principal offices,

be permitted:

1. access during office hours to

inspect and copy all books, ledgers,

accounts, correspondence, memoranda,

and other records and documents in the

possession or under the control of

defendants, which may have counsel

present, relating to any matters

contained in this Final Judgment; and

2. subject to the reasonable

convenience of Thomson and without

restraint or interference from it, to

interview directors, officers, employees,

and agents of defendants, which may

have counsel present, regarding any

such matters.

B. Upon the written request of the

Assistant Attorney General in charge of

the Antitrust Division, or the

appropriate State Attorney General with

respect to the state specific Divestiture

Products, made to Thomson at its

principal offices, Thomson shall submit

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 nor any documents

obtained by the means provided in this

Section XII shall be divulged by any

representative of the plaintiffs to any

person other than a duly authorized

representative of the Executive Branch

of the United States or of each state

government, except in the course of

legal proceedings to which the plaintiffs

are 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 Thomson to

the plaintiffs, Thomson represents and

identifies in writing the material in any

such information or documents for

which a claim of protection may be

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

Federal Rules of Civil Procedure, and

Thomson 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

the plaintiffs shall give ten (10) days’

notice to Thomson prior to divulging

such material in any legal proceeding

(other than a grand jury proceeding) to

which Thomson is not a party.

XIII.

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, implementation, or

modification of any of the provisions of

this Final Judgment, for the enforcement

of compliance herewith, and for the

punishment of any violations hereof.

XIV.

Termination of Provisions

Paragraphs IV, V, VI, VII, VIII, and XI,

of this Final Judgment will expire on the

tenth anniversary of the date of its entry.

XV.

Public Interest

Entry of this Final Judgment is in the

public interest.

Dated .

Court approval subject to procedures of

Antitrust Procedures and Penalties Act, 15

U.S.C. 16 lll United States District Judge.

Exhibit A

Exhibit A.1

U.S. Code Service

U.S. Reports, L.Ed.

U.S. Digest

Manual of Federal Practice, 4th Ed.

Bankruptcy Law & Practice, 6th Ed.

Bankruptcy (Epstein, Nickels & White)

Corbin on Contracts

Insurance Law (Appleman)

Search & Seizure (Thomson)
35256 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

Ballantine’s Law Dictionary

Auto-Cite

Deering’s Annotated California Code

California ADR Practice Guide

California Civil Practice Handbook:

Choice Between State and Federal

Courts

California Civil Trailbook

California Litigation By the Numbers

Court Rules Companion

California Negligence & Settlement

California Products Liability Law &

Practice

California Trail

California Tort Law

Modern California Discovery

Colorado Trial Handbook

Trial Handbook for Connecticut

Lawyers

Florida Criminal Practice & Procedure

Florida Evidence 2d

Illinois Jurisprudence

Indiana Appellate Handbook 2d

Kentucky Probate PSL

Kentucky Workers’ Compensation PSL

Louisiana Code of Evidence—Annotated

Louisiana Successions

Louisiana Workers’ Compensation

Annotated Laws of Massachusetts

Massachusetts Corporation PSL

Massachusetts Domestic Relations PSL

Massachusetts Landlord-Tenant Law

Massachusetts Real Estate PSL

Michigan Criminal Law

Michigan Statutes Annotated

Michigan Digest

New Jersey Criminal Procedure

New York Consolidated Laws Service

New York Wills and Trusts

Ohio Family Law

Ohio Probate

Modern Texas Discovery

Texas Civil Pre-Trail Procedure

Texas Trial and Appellate Practice

Washington Trial Handbook

Exhibit A.2

Michigan Law & Practice

New York Estate Administration

Pennsylvania Law Encyclopedia

Exhibit A.3

California Appellate Reports

California Reports

California Reports Advance Sheets

Washington Appellate Court Reports

Washington Supreme Court Reports

Wisconsin Official Reports

Wisconsin Official Reports Advance

Sheets

Exhibit A.4

California Digest

Wisconsin Digest

EXHIBIT B

LICENSE AGREEMENT

THIS AGREEMENT, entered into in

Eagan, Minnesota by and between

lllllll (‘‘Licensee’’) and WEST

PUBLISHING COMPANY (and its

successors, collectively ‘‘Licensor’’);

WHEREAS, Licensee desires to obtain

a license from Licensor to allow

Licensee to star paginate to certain West

Case Reports in Licensee Case Reports

contained in Licensee’s [Licensee

Product(s)/Service(s)]; and

WHEREAS, Licensor desires to grant

Licensee such a license;

NOW, THEREFORE, in consideration

of the foregoing and of the mutual

covenants which follow, the parties

hereby agree that:

Article 1—Definitions

As used in this Agreement, the

following terms shall have the following

meanings:

1.01. ‘‘West Case Reports’’ shall

mean Licensor’s reports of judicial

decisions, identified in Exhibit A to this

Agreement, that are selected for

reporting by Licensor and coordinated

and arranged by Licensor within NRS

Reporters.

1.02. ‘‘NRS Reporters’’ shall mean

the following printed case report series

published by Licensor that are a part of

Licensor’s National Reporter System

and any future case report series

published by Licensor that Licensor

designates as a part of Licensor’s

National Reporter System:

Supreme Court Reporter

Federal Reporter

Federal Supplement

Federal Rules Decisions

Atlantic Reporter

North Eastern Reporter

North Western Reporter

Pacific Reporter

South Eastern Reporter

Southern Reporter

South Western Reporter

California Reporter

Illinois Decisions

New York Supplement

Bankruptcy Reporter

Military Justice Reporter

United States Claims Court Reporter

Federal Claims Reporter

Veterans Appeals Reporter

If Licensor (i) ceases publishing any

NRS Reporter in printed form; and (ii)

includes the case, reports of the court(s)

previously included in said NRS

Reporter as a part of a New Technology

or only on WESTLAW, such case

reports as a part of a New Technology

or on WESTLAW shall be deemed to be

said NRS Reporter. In such event,

should WESTLAW or the New

Technology continue to contain

citations to such case reports in the

same form (including volume numbers,

abbreviated NRS Reporter designation,

and beginning page numbers) as the

‘‘NRS Citations’’ for said NRS Reporter

and with the same type of pagination as

previously included in said NRS

Reporter (i.e., such pagination shall not

include the electronic pagination

presently included on WESTLAW, any

pagination related to WESTLAW Cites

or any successor WESTLAW and/or

New Technology citation form, or any

other electronic pagination used on

WESTLAW and/or the New Technology;

jointly, ‘‘WESTLAW/New Technology

Pagination’’) WESTLAW and/or the

New Technology shall be deemed to be

said NRS Reporter (with respect to the

case reports in question) for purposes of

the ‘‘Star Pagination License’’ provided

for in Article 2; provided, however, that

Licensee shall have no right whatsoever

under this Agreement to produce, use,

or make available WESTLAW/New

Technology Pagination in any form or

by any means.

1.03. ‘‘Licensee Case Reports’’ shall

mean Licensee’s reports of judicial

decisions that are selected for reporting

by Licensee in [Licensee Product(s)/

Service(s)] and coordinated and

arranged by Licensee within [Licensee

Product(s)/Service(s)].

1.04. ‘‘[Licensee Product(s)/

Service(s)]’’ shall mean [description of

Licensee Product(s)/Service(s)]

published or provided in [print, CD–

ROM, online or other electronic format]

by Licensee after the effective date of

this Agreement.

1.05. ‘‘NRS Pagination’’ shall mean

the page breaks and related page

numbers of NRS Reporter publications.

Should WESTLAW and/or a New

Technology be deemed to be an NRS

Reporter pursuant to Section 1.02, the

‘‘pagination’’ referenced in Section 1.02

(other than WESTLAW/New

Technology Pagination) shall be deemed

to be NRS Pagination; provided,

however, that WESTLAW/New

Technology Pagination shall not be NRS

Pagination.

1.06. ‘‘Licensed NRS Pagination’’

shall mean the NRS Pagination which

Licensee obtains a license to use

pursuant to the terms and conditions of

this Agreement.

1.07. ‘‘Licensee Subscribers’’ shall

mean subscribers to or other licensees of

[Licensee Product(s)/Service(s)] that

include Licensed NRS Pagination.

1.08. ‘‘Licensee Subscriber

Limitations’’ shall mean contractual

obligations contained in the agreements

pursuant to which Licensee Subscribers

are licensed the right to access and use

Licensed NRS Pagination as a part of

[Licensee Product(s)/Service(s)] that (i)

allow access to and use of Licensed NRS

Pagination solely in the regular course

of legal research and related work; (ii)

prohibit the publication, broadcast,
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35257

loan, rent, lease, sale or other transfer of

Licensed NRS Pagination, or of any

copy or reproduction thereof; and (iii)

prohibit or limit the making,

maintenance or use of Licensed NRS

Pagination, or of any copy or

reproduction thereof, in the same

manner as such actions are prohibited

or limited for the other contents of

[Licensee Product(s)/Service(s)]. [Will

not apply in cases of print licenses]

1.09. ‘‘PPI’’ shall mean the United

States Department of Labor, Bureau of

Labor Statistics, Producer Price Index

for Finished Goods (1982 = 100) or its

successor index(es).

1.10. ‘‘Character’’ shall mean each

alphabetic, numeric and punctuation

symbol, and each space, in the material

in question, and includes each

mnemonic and other control, format and

character code, whether or not

displayed.

1.11. ‘‘New Technology’’ shall mean

any form or means (including, without

limitation, compact disc) by which

databases containing legal materials

may be used, made available, or

otherwise distributed other than in any

(i) printed or other hard copy form or

means; (ii) microfilm, microfiche, or

other form or means that can be visually

perceived through magnification; or (iii)

Online form or means.

1.12 ‘‘Online’’ shall mean a system

of computer terminals directly linked to

a central processing unit or units and

related peripheral equipment on which

a database is stored and/or searched,

regardless of the software architecture

employed.

1.13. ‘‘WESTLAW’’ shall mean the

Online computer-assisted legal research

services presently marketed by Licensor

under the WESTLAW trademark, any

portion of such services or any Online

computer-assisted legal research service

marketed by Licensor after the effect

date of this Agreement, regardless of the

name of the service; provided, however,

that WESTLAW shall not include

Licensor compact disc or ‘‘New

Technology’’ products or services or

Online updates or supplements thereto.

Except as otherwise provided in the first

sentence of this Section 1.13 or

elsewhere in this Agreement,

WESTLAW shall include all Online

services (or portions thereof) described

in the preceding sentence, regardless of

how such services are distributed

(including, without limitation, being

made available directly to subscribers

by Licensor, through agents or resellers,

or through gateway arrangements with

other database providers or

distributors).

Article 2—License And Related Terms

2.01. Star Pagination License.

During the term of this Agreement,

subject to the terms and conditions

hereof, including, without limitation,

the timely payment by Licensee to

Licensor of the license fees provided for

in Section 2.03 hereof, Licensor hereby

grants to Licensee, and Licensee hereby

accepts from Licensor, a non-exclusive,

non-transferable (except as specifically

provided in Section 6.05 hereof),

limited license (i) to obtain NRS

Pagination from West Case Reports

contained in NRS Reporter publications;

(ii) to include such NRS Pagination

(which shall become Licensed NRS

Pagination when so included) in

corresponding Licensee Case Reports

contained in [Licensee Product(s)/

Service(s)] to Licensee Subscribers

subject to Licensee Subscriber

Limitations; provided, however, that no

right to in any way reproduce, use or

make available, or authorize any third

party to in any way reproduce, use or

make available, West Case Reports, or

any portion or portions thereof other

than Licensed NRS Pagination as

provided herein, is granted by Licensor

to Licensee under this Agreement;

provided, further, that Licensor shall

not challenge, under any present or

future legislation, any use by the

Licensee of Licensed NRS Pagination if

Licensee’s use of same conforms to the

terms of this Agreement.

2.02 License Limitations.

Notwithstanding the provisions of

Section 2.01 hereof or any other

provision of this Agreement, the limited

license granted by Licensor to Licensee

hereunder does not include any right to

in any way reproduce, use or make

available, or authorize any third party to

in any way reproduce, use or make

available, any NRS Pagination or

Licensed NRS Pagination in any form,

format or means other than as

specifically provided in Section 2.01

hereof; provided, however, that, subject

to the terms and conditions of this

Agreement, Licensee may authorize

Licensee Subscribers to create and use

printouts of Licensee Case Reports

containing Licensed NRS Pagination

subject to Licensee Subscriber

Limitations; provided, further, that

nothing in this Agreement shall prohibit

Licensee from selling, leasing, licensing

or otherwise transferring Licensee Case

Reports that contain Licensed NRS

Pagination to third party information

providers, but such transfers shall not

include or grant any right to reproduce,

publish, broadcast, distribute, loan, rent,

lease, sell or otherwise transfer, make

available or use the Licensed NRS

Pagination contained in such Licensee

Case Reports.

2.03. License Fees. In consideration

of the license granted under Section

2.01 hereof, Licensee shall pay Licensor

the license fees provided for in this

Section 2.03. [Specific license fee terms

to be agreed upon, but not to exceed the

following license fees per format (i.e.,

for each existing format and for each

New Technology) per year per 1,000

characters contained in Licensee Case

Reports contained in [Licensee

Product(s)/Service(s)] that include

Licensed NRS Pagination, subject to

change based upon, but not to exceed,

changes in the PPI: nine cents ($.09)

during the first year of this Agreement,

eleven cents ($.11) during the second

year of this Agreement, and thirteen

cents ($.13) during the third year and

subsequent years of this Agreement.]

2.04. No Warranty or Liability. ALL

NRS PAGINATION SHALL BE

OBTAINED AND USED BY LICENSEE

ON AN ‘‘AS IS’’ BASIS WITHOUT

WARRANTY OF ANY KIND, EXPRESS

OR IMPLIED, AND LICENSOR SHALL

HAVE NO LIABILITY WHATSOEVER

TO LICENSEE IN ANY WAY RELATED

TO ANY COPY OF NRS PAGINATION

OR LICENSED NRS PAGINATION

OBTAINED OR USED BY LICENSEE

HEREUNDER.

2.05. Display of Licensed NRS

Pagination. During the term of this

Agreement, if Licensee includes

Licensed NRS Pagination as a part of

any Licensee Case Report, such

Licensed NRS Pagination shall be

presented no less prominently (in terms

of size, high-lighting, underling, etc.)

than any other unofficial pagination or

pinpoint locators for the Licensee Case

Report in question.

2.06. Impossibility. Nothing

contained in this Agreement shall in

any way require Licensor to continue to

publish or provide NRS Reporters.

2.07. Licensor’s Subscription(s) to

[Licensee Product(s)/Service(s)]. In order

for Licensor to monitor Licensee’s

compliance with the terms and

conditions of Articles 2 and 3 hereof,

Licensee shall, at no charge to Licensor,

provide Licensor with (a)

subscription(s) to [Licensee Product(s)/

Service(s)]. [A copy/Copies] of [Licensee

Products(s)/Service(s)] shall be provided

to Licensor as soon as it/they is/are

made available to any third party.

Article 3—Notice Provisions

3.01. Copyrights. During the term of

this Agreement, Licensee (i) shall

respect and not contest the validity of

the copyrights claimed by Licensor in

Licensor’s arrangements of case reports

in NRS Reporters as expressed by NRS
35258 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

Pagination; and (ii) shall not, except as

specifically provided in this Agreement,

copy, prepare a derivative work of,

distribute a copy of or display publicly,

any portion of any NRS Pagination for

any commercial purpose whatsoever.

Nothing contained in this Agreement

shall be deemed to prohibit Licensee

from copying or making any other use

of the contents or pagination of any NRS

Reporter publication after the term of

copyright in such publication has

expired as provided in 17 U.S.C. § 302,

et. seq. and related statutes and

regulations (or their successors).

3.02. Copyright Notice. As a

condition of the license granted by

Licensor to Licensee under Section 2.01

hereof, Licensee shall ensure that a

copyright notice which complies with

the provisions of 17 U.S.C. § 401, et. seq.

and related statutes and regulations (or

their successors) appears on all publicly

distributed copies of [Licensee

Product(s)/Service(s)] that contain any

Licensed NRS Pagination from which

such [Licensee Product(s)/Service(s)]

can be visually perceived, either

directly or with the aid of a machine or

device.

3.03. Notice to be Used in

Connection with Licensed NRS

Pagination. Licensee shall cause the

following notice, or such other notice as

the parties may mutually agree upon

from time to time, to be prominently

displayed as a part of the [Licensee

Product(s)/Service(s)] that contain(s)

any Licensed NRS Pagination and as a

part of the documentation made

available in connection therewith:

STAR PAGINATION TO WEST

PUBLISHING COMPANY’S NATIONAL

REPORTER SYSTEM PUBLICATIONS

HAS BEEN CREATED AND ADDED TO

THIS PUBLICATION BY [LICENSEE]

AND IS BEING MADE AVAILABLE

UNDER A LICENSE FROM WEST.

Article 4—Confidentiality

4.01. Confidentiality Obligations.

During the term of this Agreement and

thereafter, except as specifically

provided herein and/or to the extent

reasonably necessary to perform its

obligations or exercise or enforce its

rights hereunder, neither party shall

provide or disclose to any third party,

or itself use, unless authorized in

writing to do so by the other party or

properly directed or ordered to do so by

public authority, any information or

matter that (i) constitutes or concerns

the terms and conditions of this

Agreement; (ii) is provided to it by the

other party hereunder or as a result

hereof; or (iii) regards any dealings or

negotiations with the other party related

to this Agreement; provided, however,

that the parties may consult with their

respective counsel with respect to such

information or matter and said counsel

agree to abide by the terms and

conditions of this Article 4.

4.02. Limitation on Confidentiality.

Except with respect to information or

matter constituting or concerning the

terms and conditions of this Agreement

or regarding any dealings or

negotiations between the parties

hereunder, the parties shall have no

confidentiality obligation under Section

4.01 hereof with respect to any

information or matter specified therein

that (i) is already known to them, (ii) is

rightfully disclosed to them by a third

party that is not acting as an agent or

representative for the other party, (iii) is

independently developed by or for

them, (iv) is publicly known, or (v) is

generally utilized by unaffiliated third

parties engaged in the same business or

businesses as the parties. Any party

claiming an exception to Section 4.01

hereof under this Section 4.02 shall

have the burden of proving the basis for

the exception.

4.03. Confidentiality Standard. The

parties shall follow the same procedures

to insure their compliance with the

requirements of Section 4.01 hereof as

they follow to protect their own

confidential and proprietary

information and matter of a similar

nature.

4.04. Injunctive Relief. Each party

shall be entitled to injunctive relief to

enforce the other party’s compliance

with the obligations contained in

Section 4.01 hereof, it being understood

and agreed that the parties will not have

an adequate remedy at law if such

obligations are not complied with.

Article 5—Term and Termination

5.01. Term and Termination.

Subject to the terms and conditions

hereof, this Agreement shall become

effective upon execution by both parties

and shall remain in force [specific term

and related provisions as agreed upon].

Licensee may terminate this Agreement

by giving Licensor at least 90 days’ prior

written notice of termination.

5.02. Effect of Termination. After

termination of this Agreement, Licensee

shall have no contractual right to

include NRS Pagination in [Licensee

Product(s)/Service(s)] published or

provided after the effective date of such

termination.

Article 6—Miscellaneous Provisions

6.01. Limitations of Liability and

Claims.

(a) EXCEPT AS SPECIFICALLY

PROVIDED HEREIN, NEITHER PARTY

SHALL BE LIABLE TO THE OTHER

PARTY HEREUNDER FOR ANY

PROFITS LOST BY THE OTHER

PARTY OR FOR ANY

CONSEQUENTIAL, EXEMPLARY,

INCIDENTAL, INDIRECT OR SPECIAL

DAMAGES SUFFERED BY THE OTHER

PARTY, EVEN IF A PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES.

(b) No claim, regardless of form,

which in any way arises out of this

Agreement or the parties’ performance

of this Agreement may be made, nor

arbitration proceeding based upon such

a claim commenced, by either party

more than one year after the basis for

the claim becomes known to the party

desiring to assert it.

6.02. Relationship of the Parties.

The parties shall be independent

contractors hereunder and neither party

shall have the power or authority to

bind the other party with respect to any

third party. Except as specifically

provided herein, each party shall bear

its own costs and expenses.

6.03. Effect of Agreement. This

Agreement embodies the entire

understanding between the parties with

respect to the subject matter hereof and

supersedes any and all prior

understandings and agreements, oral or

written, relating thereto. Any

amendment hereof must be in writing

and signed by both parties.

6.04. Force Majeure. Each party’s

performance hereunder is subject to

interruption or delay due to causes

beyond its reasonable control such as

acts of God, acts of government, war or

other hostility, the elements, fire,

explosion, power failure, equipment

failure, industrial or labor dispute,

inability to obtain necessary supplies,

and the like. In the event of such an

interruption or delay, any relevant

period of performance of the party

affected shall be extended for a period

of time equal to the period of the

interruption or delay and any obligation

of the party whose performance is not

affected which correspond to the

interrupted or delayed performance

shall be suspended for a period of time

equal to the period of the interruption

or delay. Any party whose performance

hereunder is subject to such

interruption or delay shall give prompt

notice to the other party of the reason

or reasons for the commencement of and

of the conclusion of such interruption or

delay.

6.05. Assignment and Successors.

Neither this Agreement nor any part or

portion hereof, or right granted

hereunder, shall be assigned,

sublicensed or otherwise transferred by

Licensee without Licensor’s prior

written consent.
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35259

6.06. Severability. Should any

provision of this Agreement be held to

be void, invalid, unenforceable or illegal

by a court, the validity and

enforceability of the other provisions

shall not be affected thereby.

6.07. Arbitration.

(a) Any and all disputes or

controversies arising under this

Agreement shall be resolved by private

arbitration conducted in accordance

with the then-current Commercial

Arbitration Rules of the American

Arbitration Association (‘‘AAA’’), as

modified by the terms and conditions of

this Section 6.07. The arbitration

proceeding relating to any such

arbitration shall be held in Minneapolis,

Minnesota, and any judgment upon the

resulting arbitration decision may be

entered in the appropriate federal or

state court located in Minneapolis,

Minnesota. Each party hereby consents

to arbitration jurisdiction and the

jurisdiction of such courts for the

purposes of the arbitration and related

proceeding described in this Section

6.07.

(b) Arbitration proceedings under this

Section 6.07 shall be commenced by a

party by serving the other party with a

notice of intent to arbitrate and filing

such notice with the Minneapolis,

Minnesota office of the AAA (‘‘Office’’).

All arbitrations shall be conducted by a

panel of three arbitrators selected as

follows:

(i) Within ten (10) days after the

notice of intent to arbitrate is filed with

the Office, each party shall select an

arbitrator and shall notify the other

party and the Office of its selection. If

either party fails to select an arbitrator

within such ten (10) day period, the

Office shall so notify such party, who

shall thereafter have five (5) business

days to select an arbitrator. Failing such

selection, the Office shall make the

appointment for such party.

(ii) The two arbitrators so selected

shall select an neutral arbitrator within

15 days after the selection of the second

of the initial arbitrators to be selected.

The neutral arbitrator shall be counsel

skilled in the licensing of copyrighted

property. The neutral arbitrator shall not

(A) be a present of former owner, officer,

director, or employee of a party; (B)

have or have had any business

relationship (including, without

limitation, an attorney-client

relationship) with a party; or (c) be a

present or former owner, officer,

director, employee or member of any

entity that has or has had a business

relationship (including, without

limitation, an attorney-client

relationship) with a party. The initial

arbitrators may seek a list of potential

neutral arbitrators from the Office, but

shall not be limited to such a list in

selecting the neutral arbitrator. If the

initial two arbitrators cannot agree on

the required neutral arbitrator within

said 15 day period, they shall so notify

the Office within five (5) business days

after the expiration of said 15 day

period, and the Office shall then

promptly select the required neutral

arbitrator (who shall meet the criteria

set forth above).

(iii) The neutral arbitrator so selected

shall be the head of the arbitration panel

and responsible for scheduling and

coordinating the arbitration

proceedings.

(c) The decision of the arbitration

panel of three arbitrators shall (i) be

made by at least a majority of the

arbitrators; (ii) be made within 60 days

after the neutral arbitrator is selected;

(iii) be in writing; and (iv) set forth each

of the factors considered by the

arbitrators and the impact of each such

factor on their decision.

(d) All arbitration decisions made in

accordance with this Section 6.07 shall

be final and binding upon the parties.

Arbitration as provided for in this

Section 6.07 shall be the sole and

exclusive right and remedy of the

parties with respect to any and all

disputes or controversies, and each

party hereby waives its right to institute

any judicial proceedings with respect to

any such matters, other than the right to

enter judgment upon any arbitration

decision rendered as provided above

and to seek enforcement of such

judgment once so entered.

(e) Each party shall bear its own costs

and expenses (including, without

limitation, all attorneys’ fees, and all

costs and expenses of presenting

evidence to and calling witnesses before

the arbitration panel) and those of the

arbitrator it selects in connection with

any arbitration proceeding conducted

pursuant to this Section 6.07. The

arbitrators shall, in their sole discretion,

determine how the parties shall bear all

other arbitration expenses. If required

by the Office, each party shall deposit

such sums of money with said Office as

said Office deems necessary to defray

arbitration expenses, and failure to so

deposit shall be grounds for a default

arbitration decision to be entered by the

arbitrators against a party which fails to

make such a deposit.

6.08. Non-Waiver. Failure of either

party to enforce any provision of this

Agreement shall not constitute or be

construed as a waiver of such provision

nor of the right to enforce such

provision.

6.09. Certain Taxes. Any sales, use,

value added and similar taxes which

may be due with respect to Licensed

NRS Pagination licensed to Licensee

hereunder, or the license payments due

or made by Licensee to Licensor

hereunder, shall be the responsibility of

Licensee and shall be paid by Licensee

directly to the relevant taxing authority.

Licensee shall obtain and provide to

Licensor any exemption certificates

necessary to absolve Licensor of any

responsibility relating to such taxes.

6.10. Notices. In order to be

effective, all notices, requests, demands,

agreements, consents, approvals,

permissions and other communications

required or permitted hereunder shall

be in writing, shall be delivered

personally, faxed, transmitted by courier

or express service, or mailed, with

proper charge prepaid, to the party for

whom intended as set forth below, and

shall be deemed to be given upon the

date of actual receipt:

To Licensee:

To Licensor: President, West Publishing

Company,

By mail: P.O. Box 64526, 610 Opperman

Drive, St. Paul, MN 55164.

(By other means): 610 Opperman Drive,

Eagan, MN 55123.

The sending party shall have the

burden of proving receipt. Either party

may change any address to which

notices and other communications are

to be directed to it by giving notice of

such change to the other party in the

manner provided above.

6.11. Governing Law. This

agreement shall be governed by and

construed under the laws of the State of

Minnesota, and, subject to Section 6.07

hereof, any action related in any way to

this Agreement shall be brought in the

appropriate federal or state court located

in Minneapolis, Minnesota. Each party

hereby consents to the jurisdiction of

such courts for the purposes of this

Agreement.

IN WITNESS WHEREOF, the parties

have executed this Agreement by their

authorized representatives.

[LICENSEE]

By lll

Its lll

Date lll

WEST PUBLISHING COMPANY

By lll

Its lll

Date lll

United States District Court for the

District of Columbia

In the matter of: United States of America,

1401 H Street, NW., Suite 4000, Washington,

DC 20530, (202) 307–1858; State of

California, by and through its Attorney

General, Daniel E. Lungren, 1300 I Street,

Sacramento, California 95814, (916) 324–

7874; State of Connecticut, by and through its

Attorney General, Richard Blumenthal, 110
35260 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

Sherman Street, Hartford, Connecticut 06105,

(860) 566–5374; State of Illinois, by and

through its Attorney General, Jim Ryan, 100

West Randolph Street, Chicago, IL 60601,

(312) 814–5610; Commonwealth of

Massachusetts, by and through its Attorney

General, Scott Harshbarger, 1 Ashburton

Place, Boston, Massachusetts 02108, (617)

727–2200; State of New York, by and through

its Attorney General, Dennis C. Vacco, 120

Broadway, Suite 2601, New York, New York

10271, (212) 416–8275; State of Washington,

and by and through its Attorney General,

Christine O. Gregoire, 900 Fourth Avenue,

Suite 2000, Seattle, Washington 98164, (206)

464–7663; State of Wisconsin, by and

through its Attorney General, James E. Doyle,

Jr., 123 West Washington, Madison,

Wisconsin 53707, (608) 266–8986; Plaintiffs,

vs. the Thomson Corporation, and One

Station Place, Stamford, Connecticut 06902,

(203) 328–9400; West Publishing Company,

620 Opperman Drive, Eagan, Minnesota

55123, 1–800–328–9352, Defendants; Civil

No. 96–1415 (CRR), File: 6/25/96, Judge

Charles R. Richey.

Competitive Impact Statement

The United States pursuant to Section

2(b) of the Antitrust Procedures and

Penalties Act (‘‘APPA’’), 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

The plaintiffs filed a civil antitrust

complaint on June 19, 1996, alleging

that the proposed acquisition of West

Publishing Company by the Thomson

Corporation would violate Section 7 of

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

Section 1 of the Sherman Antitrust Act,

15 U.S.C. 1. West and Thomson are two

of the largest publishers of legal

research materials in the United Staes.

The complaint alleges that the

combination of these major competitors

would substantially lessen competition

in (1) the publication of researchenhanced cases and statutes (‘‘enhanced

primary law’’) in nine enhanced

primary law product markets, (2) the

markets for certain secondary law

products, and (3) the market for the

provision of comprehensive online legal

research services. The prayer for relief

seeks a judgment that the proposed

acquisition would violate Section 7 of

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

Section 1 of the Sherman Antitrust Act,

15 U.S.C. 1. The prayer for relief also

seeks a preliminary and permanent

injunction preventing Thomson and

West from carrying out the proposed

merger, or any similar agreement,

understanding or plan.

Shortly before that suit was filed, a

proposed settlement was reached that

permits Thomson to complete its

acquisition of West, yet requires

extensive divestitures and takes other

steps to preserve competition in the

markets in which the transaction raises

significant competitive concerns. A

Stipulation and proposed Final

Judgment embodying the proposed

settlement were filed at the same time

the complaint was filed.

The proposed Final Judgment orders

the defendants to divest the products

listed in Exhibit A.1 and A.2 of this

Competitive Impact Statement and to

offer to divest the products listed in

Exhibit A.3 and A.4 of this Competitive

Impact Statement. In general, the

defendants must complete these

divestitures within nine months after

entry of Final Judgment. If they do not,

the Court may appoint a trustee to sell

the assets. The proposed Final Judgment

further requires Thomson to ensure that,

until the divestitures mandated by the

Final Judgment have been

accomplished, the products to be

divested will be operated independently

as continuing, viable, ongoing lines of

business, and kept separate and apart

from Thomsons and West’s businesses

in other products. The proposed Final

judgment also requires Thomson to

license to any publisher, for a fee, the

use of ‘‘star pagination’’ (explained

below), and requires Thomson to extend

the licenses of certain products to LexisNexis.

The plaintiffs and Thomson 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

Defendant Thomson Corporation is a

corporation organized and existing

under the laws of the Province of

Ontario, Canada, with its principal

office in Toronto, Ontario, Canada. It is

the world’s largest publisher of

information for professional markets,

and it is one of the largest publishers of

legal research materials in the United

States.

West Publishing Company is a

corporation organized and existing

under the laws of the State of

Minnesota, with its principal office in

Eagan, Minnesota. West is the largest

publisher of legal research materials in

the United States, notably of court

decisions contained in its National

Reporter System.

On February 25, 1996, Thomson

agreed to purchase West for

approximately $3.42 billion in cash.

This transaction, which would combine

West and Thomson, precipitated the

Government’s suit.

B. Legal Research Materials

1. Enhanced Primary Law Products

Thomson and West compete directly

with each other for print and/or CD–

ROM sales in the following nine

enhanced primary law product markets:

United States code; United States

Supreme Court case law; California

code; California case law; Massachusetts

code; Michigan code; New York code;

Washington case law; and Wisconsin

case law.

For both law reporters and codes,

Thomson and West provide unique,

enhanced primary law products. The

enhanced case law reporters sold by

Thomson and West in the above markets

are distinguishable from any other legal

research product in two respects. First,

each reporter contains the entire body of

case law for its respective jurisdiction.

Second, each reporter contains

comprehensive written descriptions of

points of law within the opinions, also

known as ‘‘headnotes’’ and

‘‘summaries.’’ Similarly, Thomson’s and

West’s enhanced codes are

distinguishable from other codes

because they contain the entire code for

the jurisdiction and contain

comprehensive written descriptions of

relevant case law relating to code

sections, also known as ‘‘annotations.’’

There are no other codes or case law

reporters in the above markets that offer

this set of enhancements to consumers.

Unenhanced codes sold in print are

not a substitute for enhanced primary

codes, and legal researchers do not view

them to be reasonably interchangeable.

First, unenhanced codes are priced

significantly lower than annotated

primary codes. Second, unenhanced

codes are used for different purposes

than enhanced codes. For example,

unenhanced codes are often used for the

limited purposes of identifying the

correct wording of a known statute or

for obtaining a brief overview of the

relevant statutes on a particular topic.

Enhanced codes, unlike unenhanced

codes, are appropriate sources of

information when a researcher has a

need to promptly determine judicial

interpretations of statutory language or

to determine how statutes may apply to

a particular factual situation—the

typical functions of an attorney
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35261

providing legal advice as it relates to

statutes.

Likewise, unenhanced case law sold

in print is not a substitute for enhanced

case law. Unenhanced case law is

generally used for different purposes

than enhanced case law. For example,

unenhanced case law is useful to check

the correct language in a known case.

However, enhanced primary law is

necessary when the legal researcher

wishes to identify and evaluate judicial

interpretation of points of law within an

opinion, what case law might apply to

a particular factual situation, or how

case law can be used to support a

particular legal position—the standard

practices of an attorney wishing to

provide legal advice relating to case law.

Full-text searching of primary law on

Lexis-Nexis, WESTLAW, and CD–ROM

products is only a partial substitute to

the enhanced primary law offered by

Thomson and West. Full-text searching

is not a good substitute, for most users

and most uses, because it does not

provide users with the editorial analysis

of the West or Thomson enhanced

primary materials.

Purchasers desiring to purchase

enhanced codes would not turn to any

alternative product in sufficient

numbers to defeat a small but significant

increase in price. In addition,

purchasers desiring to purchase

enhance case law reporters would not

turn to any alternative product in

sufficient numbers to defeat a small but

significant increase in price.

2. Secondary Law Materials

Thomson and West also compete

against each other for print and/or CD–

ROM sales of national and state-oriented

secondary law products, such as

treatises and practice guides. Each of

these competing products, together with

similar competing products, is

contained within a relevant secondary

law product market (‘‘relevant

secondary law product markets’’). One

product from each such relevant

secondary law product market is

identified in Exhibit A (in addition to

the enhanced primary law listed

therein, as noted above). In each

relevant secondary law product market,

West and Thomson are either dominant

or significant competitors.

Secondary law materials are used by

researchers to become familiar with the

law both before and after turning to

primary law materials. These secondary

materials enable the legal researcher,

who might not have expertise in a

particular area of the law, to begin his

or her research in a focused manner.

Secondary sources of law lead

researchers to relevant case law,

statutes, and other secondary law

products. Secondary sources of law can

also be used by researchers to provide

clarification of primary law.

Purchasers desiring to purchase any

of the secondary law products in the

relevant secondary law product markets

alleged in the complaint would not turn

to any alternative product in sufficient

numbers to defeat a small but significant

increase in price.

3. Comprehensive Online Legal

Research Services

West, through WESTLAW, is one of

two major competitors in the provision

of comprehensive online legal research

services; the other competitor is LexisNexis. WESTLAW and Lexis-Nexis are

the two largest comprehensive online

legal research services and they compete

directly with one another.

West places its own primary and

secondary law products on WESTLAW.

Lexis-Nexis places its own and third

parties’ materials on its service,

including some Thomson enhanced

primary and secondary law products.

Thomson licenses to Lexis-Nexis,

among other products, the Auto-Cite

electronic citator service. Auto-Cite is

used to gather negative commentary on

a case and quickly determine case

history for use in correct citation.

Thomson also licenses to Lexis-Nexis

the United States Code Service, as well

as several other Thomson enhanced

primary law materials, and certain nonlegal materials.

Print versions of the law are not

adequate substitutes for comprehensive

online legal research services. Legal

researchers who have the necessary

computer hardware and the necessary

skills to use this product value the

timeliness and speed of comprehensive

online legal research services. Material

provided on a comprehensive online

legal research service is updated often

and is thus more timely than material

offered in printed form.

Full-text word searching of primary

law on CD–ROMs is not an adequate

substitute for comprehensive online

legal research services. The content of

most CD–ROMs is limited to a particular

jurisdiction or topic. Moreover, the

material contained on CD–ROMs is not

as current as the material offered on an

online legal research service. If the

materials on CD–ROMs are not current,

lawyers must still use online legal

research services to supplement their

research. Furthermore, the topical or

limited jurisdictional focus of CD–

ROMs limits their primary appeal to

smaller law firms or firms specializing

in a particular area of the law. These

firms are not heavy users of

comprehensive online legal research

services.

While the Internet is a useful tool for

some researchers, it is not a substitute

for Lexis-Nexis and WESTLAW for

several reasons. First, the material

contained on the Internet is not nearly

as comprehensive as the material

offered on Lexis and WESTLAW. The

Internet does not provide access to

historical opinions, every court’s

opinions, every jurisdiction’s statutes,

or the number of secondary law

products that Lexis-Nexis and

WESTLAW offer. Second, the Internet’s

search mechanism is not as

sophisticated or effective as Lexis-Nexis’

or WESTLAW’s. Third, the case law

offered on the Internet does not provide

citations that are accepted by courts or

are relied on by attorneys.

Purchasers of comprehensive online

legal research services would not turn to

any alternative product in sufficient

numbers to defeat a small but significant

increase in price. Therefore, the

provision of comprehensive online legal

research services is an appropriate

product market in which to assess the

competitive effects of the acquisition.

C. Competition Between West and

Thomson

Thomson and West compete directly

to provide enhanced primary law in the

relevant markets and consumers view

the Thomson and West products as their

first and second choices for primary law

products. Indeed, in each relevant

market, the Thomson and West products

are the only printed products to which

consumers can turn for enhanced

primary law, and, to the limited extent

to which full-text searching is a research

enhancement, enhanced primary law

products are offered by only Thomson,

West, Lexis-Nexis and a few CD–ROM

publishers.

It is unlikely that an entrant could

offer comparable products, for three

reasons. First, the entrant would have to

compile an historical collection of cases.

Second, the entrant would have to

develop a sophisticated editorial staff

capable of creating editorial

enhancements that customers would

accept as reliable. Third, West claims

that its copyright is infringed by what is

commonly referred to as ‘‘star

pagination,’’ the insertion of symbols in

the text of decisions to indicate where

internal page breaks are in West’s

National Reporter System, and the

placement nearby of the corresponding

West reporter’s page number. West page

numbers are commonly required or

expected by courts. West has granted

few, if any, licenses to employ star

pagination. Thus, existing or potential
35262 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

participants in the markets for primary

law products cannot offer products with

star pagination without the threat of

costly infringement litigation.

West and Thomson also aggressively

compete against each other in the sale

of several secondary law products,

referred to in Exhibit B. Thomson and

West are the only publishers—or two of

very few publishers—in each relevant

secondary law product market. As with

enhanced primary law, it is unlikely

that an extrant would be able to offer

comparable products. Thomson’s and

West’s titles are established resources

and it would take a long time for a

putative entrant to overcome West’s and

Thomson’s acceptance by consumers.

Furthermore, West’s claim of copyright

infringement for ‘‘star pagination’’ has a

significant effect on the competitive

viability of CD–ROM products, where it

would be possible to include both

primary and secondary law products on

the same CD–ROM.

Thomson and West compete

vigorously on the basis of price for both

enhanced primary law products and

secondary law products. Thomson and

West look almost exclusively to each

other in making pricing decisions and

promoting both their enhanced primary

and their secondary law products in the

relevant markets, and consumers have

benefitted from this competition.

Thomson and West also compete

directly on the basis of quality. The

quality of Thomson’s and West’s

enhanced primary and secondary law

products has improved as a result of

such competition. Unless restrained, the

proposed acquisition would allow the

combined entity unilaterally to raise

prices without the threat of a new entry

into these markets by a third party.

Unless restrained, the proposed

acquisition would also have an adverse

effect on the quality of enhanced

primary law products and secondary

law products.

In the comprehensive online legal

research services market, Thomson

supplies enhanced primary law,

secondary law products, non-legal

products, and Auto-Cite to Lexis-Nexis.

West offers the competing WESTLAW

service, and consumers have benefitted

from the vigorous competition that has

existed between Lexis-Nexis and

WESTLAW. To effectively compete

against WESTLAW, Lexis-Nexis

depends upon access to certain products

that Thomson licenses to Lexis-Nexis.

Unless restrained, the proposed

acquisition will increase Thomson’s

incentive to exercise market power by

increasing prices for, reducing quality

and innovation of, or withholding

access to certain products that Thomson

licenses to Lexis-Nexis.

D. Anticompetitive Consequences of the

Acquisition

The complaint alleges that Thomson’s

acquisition of West would substantially

reduce or eliminate competition in (1)

nine relevant enhanced primary law

product markets, (2) the publication of

secondary law in the relevant secondary

law product markets and (3) the market

for the provision of comprehensive

online legal research services.

The complaint alleges that the

acquisition would increase

concentration significantly in the nine

relevant enhanced primary law product

markets and in the secondary law

product markets. After the acquisition,

the combined Thomson/West entity

would dominate these relevant markets.

Using a measure of market

concentration called the HHI, defined

and explained in Exhibit C, a

combination of Thomson and West

would substantially increase

concentration in each of the nine

relevant enhanced primary law product

markets. The post-merger HHIs and

increases in the HHIs for each market

are listed in Exhibit C. Post-merger HHIs

range between 4521 and 9010; increases

range from 959 to 4234.

The complaint also alleges that it is

unlikely that a new entrant would enter

into any of these relevant markets that

would be capable of restraining any

anticompetitive increase in price within

a two-year period. In the nine relevant

enhanced primary law product markets

and in the secondary law product

markets, there is now competition

between the parties that would end after

the acquisition, risking price increases

and reduced product quality and

innovation for consumers.

In the market for the provision of

comprehensive online legal research

services, Lexis-Nexis depends upon

access to some of Thomson’s products

to compete effectively against

WESTLAW. The complaint alleges that

the acquisition is likely to lessen

competition substantially in the market

for comprehensive online legal research

services by increasing Thomson’s

incentive to increase the prices of,

reduce the quality of, or withhold access

to certain materials it provides to LexisNexis. As a result of such an exercise of

market power, there could be material

injury to Lexis-Nexis’ ability to compete

effectively, and thus harm to

competition in this market. In the event

of such an exercise of market power by

Thomson, Lexis-Nexis would be unable

or unlikely to replace the licensed

Thomson products in such a way, or

within such time, as to maintain the

level of competition that existed

between WESTLAW and Lexis-Nexis

before the acquisition. Reduced

competition in the provision of

comprehensive online legal research

services would mean higher prices and

reduced product quality and innovation

for consumers of those services.

III. Explanation of the Proposed Final

Judgment

The proposed Final Judgment would

preserve competition in the nine

enhanced primary law product markets.

The proposed Final Judgment requires

the divestiture of enhanced code

products for the United States,

California, Massachusetts, Michigan,

and New York. It also requires the

divestiture of U.S. Reports, L.Ed., a

United States Supreme Court case law

reporter. Divestiture of these, and all

products to be divested pursuant to the

proposed Final Judgment, must be

accomplished by Thomson within nine

months after entry of the Final

Judgment. The defendants must divest

the assets and rights associated with the

divested products in such a way as to

satisfy the plaintiffs that the divested

products can and will be operated by

the acquirer as viable, ongoing product

lines, and that until the divestiture, the

defendants will maintain them as such.

The proposed Final Judgment also

permits states to reopen bidding of three

state contracts to publish the official

state reporter. This process will allow

the states effectively to cause a

divestiture of the state reporters are all

contracted by a bid process, the

reopening of the bidding would

stimulate competition in the publication

of state reporters.

Furthermore, under the proposed

Final Judgment, one secondary law

product in each of the secondary law

markets will be divested. Competition

from buyers of the divested secondary

products should cause Thomson to

continually enhance and improve its

products in response to such

competition. Thus, the proposed Final

Judgment would preserve competition

in the secondary law product markets.

The proposed Final Judgment also

requires Thomson to license the use of

star pagination in the National Reporter

System to other legal publishers. As

noted above, West has claimed that a

license is required for star pagination.

There is pending litigation over the

validity of West’s copyright claim. See

Oasis Publishing Co. v. West Publishing

Co., F. Supp. , 1996 WL 264773

(D.Minn. 1996); Matthew Bender and

Company, Inc. v. West Publishing Co.,

Docket No. 94–CIV–0589 (S.D.N.Y.).
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35263

However, West has asserted a

copyright claim and has thus far

prevailed in litigation. As a result, only

two licenses to use West pagination

have been issued by West. This has

created a barrier to entry for enhanced

primary law and secondary law

products incorporating such pagination.

The proposed Final Judgment would

allow any person to license use of the

West pagination at maximum prices.

Thus, the proposed relief reduces one

important barrier to entry and provides

publishers who wish to produce such

products with a new option for

introducing products that will compete

with Thomson/West. Thus, this relief,

together with the divestitures of

enhanced primary and secondary law

products, will aid in maintaining the

vigorous competition in these markets

that has existed before the merger.

The proposed Final Judgment should

not be read to suggest that the plaintiffs

believe that a license is required before

a legal publisher may star paginate to

defendants’ products. Indeed, the

Antitrust Division expressly reserves the

right to assert its views concerning the

extent, validity, or significance of any

intellectual property right claimed by

defendants, in judicial proceedings or in

any other forum. The proposed Final

Judgment shall have no impact

whatsoever on any adjudication

concerning these matters.

Additionally, pursuant to the

proposed Final Judgment, Thomson

must divest itself of Auto-Cite and

extend the terms of existing licenses of

Investext, ASAP and Predicasts

databases to Lexis-Nexis. The

divestiture of Auto-Cite will ensure that

Thomson-West cannot injure

competition in the comprehensive

online legal research services market by

increasing prices for, reducing quality

and innovation of, or by denying LexisNexis access Auto-Cite. Likewise, the

extension of the licenses will ensure

that Lexis-Nexis will have access to

these resources while it has the

opportunity to make appropriate

competitive adjustments. Furthermore,

the divestiture of the enhanced primary

law products and the secondary law

products would enable the new owner

of those products to make them

available to Lexis-Nexis without the

owner having the anticompetitive

incentive that arises from owning the

main Lexis-Nexis competitor.

If the defendants fail to divest the

divestiture products within nine months

after entry of final judgment, the Court,

upon application of the United States,

shall appoint a trustee nominated by the

United States to effect the divestiture. If

a trustee is appointed, the proposed

Final Judgment provides that Thomson

will pay all costs and expenses of the

trustee and any professionals and agents

retained by the trustee. The

compensation paid to the trustee and

any persons retained by the trustee shall

be both reasonable in light of the value

of the Divested Products and based on

a fee arrangement providing the trustee

with an incentive based on the price

and terms of the divestiture and the

speed with which it is accomplished.

After appointment, the trustee will file

monthly reports with the parties and the

Court setting forth the trustee’s efforts to

accomplish the divestiture ordered

under the proposed Final Judgment. If

the trustee has not accomplished the

divestiture within six (6) months after

its appointment, the trustee shall

promptly file with the Court a report

setting forth (1) the trustee’s efforts to

accomplish the required divestiture, (2)

the reasons, in the trustee’s judgment,

why the required divestiture has not

been accomplished, and (3) the trustee’s

recommendations. At the same time, the

trustee will furnish such report to the

parties, who will each have the right to

be heard and to make additional

recommendations consistent with the

purpose of the trust.

The proposed Final Judgment requires

that Thomson maintain the Divested

Products separate and apart pending

divestiture.

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 defendants.

V. Procedures Available for

Modification of the Proposed Final

Judgment

The plaintiffs and the defendants

have stipulated that the proposed Final

Judgment may be entered by the Court

after compliance with the provisions of

the APPA, provided that the United

States has not withdrawn its consent.

The APPA conditions entry upon the

Court’s determination that the proposed

Final Judgment is in the public interest.

The APPA provides a period of at

least sixty (60) days preceding the

effective date of the proposed Final

Judgment within which any person may

submit to the United States written

comments regarding the proposed Final

Judgment. Any person who wishes to

comment should do so within sixty (60)

days of the date of publication of this

Competitive Impact Statement in the

Federal Register. The United States will

evaluate and respond to the comments.

All comments will be given due

consideration by the Department of

Justice, which remains free to withdraw

its consent to the proposed Final

Judgment at any time prior to entry. 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:

Craig W. Conrath, Chief, Merger Task

Force, Antitrust Division, United

States Department of Justice, 1401 H

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 of

their complaint against Thomson. The

plaintiffs are satisfied, however, that the

divestiture of the assets and other relief

contained in the proposed Final

Judgment will preserve viable

competition in (1) the nine enhanced

primary law product markets, (2) the

markets for the relevant secondary law

products, and (3) the market for the

provision of comprehensive online legal

research services. Thus, the proposed

Final Judgment would achieve the relief

the government 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 Proposed Final Judgment

The APPA requires that proposed

consent judgments in antitrust cases

brought by the United States be subject

to a sixty (60) day comment period, after

which the court shall determine

whether entry of the proposed Final

Judgment ‘‘is in the public interest.’’ In

making that determination, the court

may consider—
35264 Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices

1 119 Cong. Rec. 24598 (1973). See United States

v. Gillette Co., 406 F. Supp. 713, 715 (D. Mass.

1975). A ‘‘public interest’’ determination can be

made properly on the basis of the Competitive

Impact Statement and Response to Comments filed

pursuant to the APPA. Although the APPA

authorizes the use of additional procedures, 15

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

court need not invoke any of them unless it believes

that the comments have raised significant issues

and that further proceedings would aid the court in

resolving those issues. See H.R. Rep. 93–1463, 93rd

Cong. 2d Sess. 8–9, reprinted in (1974) U.S. Code

Cong. & Ad. News 6535, 6538.

2Bechtel, 648 F.2d at 666 (citations omitted)

(emphasis added); see BNS, 858 F.2d at 463; United

States v. National Broadcasting Co., 449 F. Supp.

1127, 1143 (C.D. Cal. 1978); Gillette, 406 F. Supp.

at 716. see also Microsoft, 56 F.3d at 1461 (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’’’)

(citations omitted).

3United States v. American Tel. and Tel. Co., 552

F. Supp. 131, 150 (D.D.C. 1982), aff’d sub nom.

Maryland v. United States, 460 U.S. 1001 (1983),

quoting Gillette Co., 406 F. Supp. at 716, United

States v. Alcan Aluminum, Ltd., 605 F. Supp. 619,

622 (W.D. Ky. 1985).

(1) the competitive impact of such

judgment, including termination of alleged

violations, provisions for enforcement and

modification, duration or relief sought,

anticipated effects of alternative remedies

actually considered, and any other

considerations bearing upon the adequacy of

such judgment;

(2) the impact of entry of such judgment

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) (emphasis added). As

the United States Court of Appeals for

the DC Circuit recently held, this statute

permits a court to consider, among other

things, the relationship between the

remedy secured and the specific

allegations set forth in the government’s

complaint, whether the decree is

sufficiently clear, whether enforcement

mechanisms are sufficient, and whether

the decree may positively harm third

parties. See United States v. Microsoft,

56 F.3d 1448, 1461–62 (D.C. Cir. 1995).

In conducting this inquiry, ‘‘the 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.’’ 1 Rather,

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.

United States v. Mid-America

Dairymen, Inc., 1977–1 Trade Cas.

¶ 61,508, at 71,980 (W.D. Mo. 1977).

Accordingly, with respect to the

adequacy of the relief secured by the

decree, a court may not ‘‘engage in an

unrestricted evaluation of what relief

would best serve the public.’’ United

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

(9th Cir. 1988), quoting United States v.

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

Cir.), cert denied, 454 U.S. 1083 (1981);

see also Microsoft, 56 F.3d at 1460–62.

Precedent requires that

the 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.2

The proposed Final Judgment,

therefore, should not be reviewed under

a standard of whether it is certain to

eliminate every anticompetitive effect of

a particular practice or whether it

mandates certainty of free competition

in the future. Court approval of a final

judgment require a standard more

flexible and less strict than the standard

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

proposed decree must be approved even

if it falls short of the remedy the court

would impose on its own, as long as it

falls within the range of acceptability or

is ‘within the reaches of public interest.’

(citations omitted).’’ 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: June 25, 1996.

Respectfully submitted,

Craig W. Conrath,

Chief, Merger Task Force, U.S. Department

of Justice, Antitrust Division, Merger Task

Force, 1401 H Street, N.W., Suite 4000,

Washington, D.C. 20530, (202) 307–5779.

Exhibit A

Exhibit A.1

U.S. Code Service

U.S. Reports, L.Ed.

U.S. Digest

Manual of Federal Practice, 4th Ed.

Bankruptcy Law & Practice, 6th Ed.

Bankruptcy (Epstein, Nickels & White)

Corbin on Contracts

Insurance Law (Appleman)

Search & Seizure (Thomson)

Ballantine’s Law Dictionary

Auto-Cite

Deering’s Annotated California Code

California ADR Practice Guide

California Civil Practice Handbook:

Choice Between State and Federal

Courts

California Civil Trialbook

California Litigation By the Numbers

Court Rules Companion

California Negligence & Settlement

California Products Liability Law &

Practice

California Trial

California Tort Law

Modern California Discovery

Colorado Trial Handbook

Trial Handbook for Connecticut

Lawyers

Florida Criminal Practice & Procedure

Florida Evidence 2d

Illinois Jurisprudence

Indiana Appellate Handbook 2d

Kentucky Probate PSL

Kentucky Workers’ Compensation PSL

Louisiana Code of Evidence—Annotated

Louisiana Successions

Louisiana Workers’ Compensation

Annotated Laws of Massachusetts

Massachusetts Corporations PSL

Massachusetts Domestic Relations PSL

Massachusetts Landlord-Tenant Law

Massachusetts Real Estate PSL

Michigan Criminal Law

Michigan Statutes Annotated

Michigan Digest

New Jersey Criminal Procedure

New York Consolidated Laws Service

New York Wills and Trusts

Ohio Family Law

Ohio Probate

Modern Texas Discovery

Texas Civil Pre-Trial Procedure

Texas Trial and Appellate Practice

Washington Trial Handbook

Exhibit A.2

Michigan Law & Practice

New York Estate Administration

Pennsylvania Law Encyclopedia

Exhibit A.3

California Appellate Reports

California Reports

California Reports Advance Sheets

Washington Appellate Court Reports

Washington Supreme Court Reports

Wisconsin Official Reports

Wisconsin Official Reports Advance

Sheets

Exhibit A.4

California Digest

Wisconsin Digest

Exhibit B

Secondary Law Products

U.S. Digest
Federal Register / Vol. 61, No. 130 / Friday, July 5, 1996 / Notices 35265

Manual of Federal Practice, 4th Ed.

Bankruptcy Law & Practice, 6th Ed.

Bankruptcy (Epstein, Nickels & White)

Corbin on Contracts

Insurance Law (Appleman)

Search & Seizure (Thomson)

Ballantine’s Law Dictionary

California ADR Practice Guide

California Civil Practice Handbook:

Choice Between State and Federal

Courts

California Civil Trialbook

California Litigation By the Numbers

Court Rules Companion

California Negligence & Settlement

California Products Liability Law &

Practice

California Digest

California Trial

California Tort Law

Modern California Discovery

Colorado Trial Handbook

Trial Handbook for Connecticut

Lawyers

Florida Criminal Practice & Procedure

Florida Evidence 2d

Illinois Jurisprudence

Indiana Appellate Handbook 2d

Kentucky Probate PSL

Kentucky Workers’ Compensation PSL

Louisiana Code of Evidence—Annotated

Louisiana Successions

Louisiana Workers’ Compensation

Massachusetts Corporations PSL

Massachusetts Domestic Relations PSL

Massachusetts Landlord-Tenant Law

Massachusetts Real Estate PSL

Michigan Criminal Law

Michigan Digest

Michigan Law & Practice

New Jersey Criminal Procedure

New York Wills and Trusts

New York Estate Administration

Ohio Family Law

Ohio Probate

Pennsylvania Law Encyclopedia

Modern Texas Discovery

Texas Civil Pre-Trial Procedure

Texas Trial and Appellate Practice

Washington Trial Handbook

Wisconsin Digest

Exhibit C

Definition of HHI and Calculations for

Nine Markets

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

measure of market concentration. It is

calculated by squaring the market share

of each firm competing in the market

and then summing the resulting

numbers. For example, for a market

consisting of four firms with shares of

thirty, thirty, twenty, and twenty

percent, the HHI is 2600

(302+302+202+202=2600). 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 HHI is between

1000 and 1800 are considered to be

moderately concentrated, and those in

which the HHI is in excess of 1800

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.

The HHIs for the nine primary law

markets are as follows:

Post

merger

HHI

increase

The market for:

Enhanced United States

Supreme Court case law 5023 959

Enhanced United States

statutory law ................... 9019 3964

Enhanced California statutory law ........................... 8088 3866

Enhanced California case

law .................................. 4762 1540

Enhanced New York statutory law ........................... 8686 3792

Enhanced Massachusetts

statutory law ................... 8954 4234

Enhanced Michigan statutory law ........................... 8702 4196

Enhanced Washington

case law .......................... 4521 996

Enhanced Wisconsin case

law .................................. 5535 2424

Certificate of Service

I, Keith S. Blair, hereby certify that on

June 25, 1996, I caused a copy of the

Competitive Impact Statement, filed this

day in United States v. The Thomson

Corporation and West Publishing

Company, to be served on defendants

the Thomson Corporation and West

Publishing Company by having a copy

mailed, first class, postage prepaid, to:

Wayne D. Collins, Esq., Shearman &

Sterling, Citicorp Building, 153 East

53rd Street, New York, New York

10022, Counsel for The Thomson

Corporation.

James E. Schatz, Esq., Schatz Paquin

Lockridge Grindal & Holstein P.L.L.P.,

Suite 2200, 100 Washington Avenue

So., Minneapolis, MN 55401, Counsel

for West Publishing Company.

Dated: June 25, 1996,

Keith S. Blair.

[FR Doc. 96–16891 Filed 7–3–96; 8:45 am]

BILLING CODE 4410–01–M

Drug Enforcement Administration

Manfacturer of Controlled Substances;

Notice of Application

Pursuant to § 1301.43(a) of Title 21 of

the Code of Federal Regulations (CFR),

this is notice that on May 13, 1996,

Dupont Pharmaceuticals, The Dupont

Merck Pharmaceutical Company, 1000

Stewart Avenue, Garden City, New York

11530, made application to the Drug

Enforcement Administration (DEA) for

registration as bulk manufacturer of the

basic classes of controlled substances

listed below:

Drug Schedule

Oxycodone (9143) ............................ II

Hydrocodone (9193) ......................... II

Oxymorphone (9652) ........................ II

The firm plans to manufacture the

listed controlled substances to make

finished products.

Any other such applicant and any

person who is presently registered with

DEA to manufacture such substances

may file comments or objections to the

issuance of the above application.

Any such comments or objections

may be addressed, in quintuplicate, to

the Deputy Assistant Administrator,

Office of Diversion Control, Drug

Enforcement Administration, United

States Department of Justice,

Washington, D.C. 20537, Attention: DEA

Federal Register Representative (CCR),

and must be filed no later than

September 3, 1996.

Dated: June 27, 1996.

Gene R. Haislip,

Deputy Assistant Administrator, Office of

Diversion Control, Drug Enforcement

Administration.

[FR Doc. 96–17063 Filed 7–3–96; 8:45 am]

BILLING CODE 4410–09–M

Importation of Controlled Substances;

Notice of Application

Pursuant to Section 1008 of the

Controlled Substances Import and

Export Act (21 U.S.C. 958(i)), the

Attorney General shall, prior to issuing

a registration under this Section to a

bulk manufacturer of a controlled

substance in Schedule I or II and prior

to issuing a regulation under Section

1002(a) authorizing the importation of

such a substance, provide

manufacturers holding registrations for

the bulk manufacture of the substance

an opportunity for a hearing.

Therefore, in accordance with

§ 1311.42 of Title 21, Code of Federal

Regulations (CFR), notice is hereby