Competition Mission (Detail)
Columbia/HCA Healthcare Corporation
A consent order settled charges that Columbia/HCA's $3 million merger with Healthtrust, Inc.The Hospital Company would reduce hospital competition in six geographic markets in four states. The merger involves more than 280 hospitals nationwide and is the largest hospital merger in U.S. history. The order, designed to restore competition allegedly eliminated by the merger, requires the divestiture of seven hospitals: two in Florida, one each in Texas and Louisiana, and three in Utah, and termination of a hospital joint venture agreement in Florida.
Columbia/HCA Healthcare Corporation
Columbia/HCA agreed to settle charges that its acquisition of John Randolph Medical Center in Hopewell, Virginia, would increase the already high level of concentration in the provision of psychiatric hospital services in the Tri-Cities area of south-central Virginia (consisting of Petersburg, Colonial Heights, Hopewell, and surrounding counties) from 50 percent to more than 70 percent. The consent order requires Columbia/HCA to divest its Poplar Springs Hospital in Petersburg to a Commission-approved acquirer that will operate the facility in competition with Columbia/HCA.
Compagnie de Saint-Gobain; Carborundum Company, The;
Saint-Gobain/Norton Industrial Ceramics Corporation
Compagnie de Saint-Gobain and its U.S. subsidiary, Saint-Gobain/Norton, agreed to settle antitrust concerns that the acquisition of The Carborundum Company from the British Petroleum Company would create a monopoly and raise prices for fused cast refractories and silicon carbide refractory bricks, two products used in industrial furnaces, and hot surface igniters, used in home appliances. The consent order requires Saint-Gobain to divest businesses and associated assets in each of the markets to firms that will operate them in competition with Saint-Gobain.
Council of Fashion Designers of America, The; 7th on Sixth, Inc.
The Council of Fashion Designers and 7th on Sixth, two trade organizations that represent fashion designers and sponsor major fashion shows, agreed to settle allegations that they had negotiated the fees their fashion designer members would pay for modeling services. The consent order prohibits the two organizations from entering into any agreements that fix the prices, terms, or conditions of compensation for the provision of modeling services or modeling agency services.
Dell Computer Corporation
Dell, a leading U.S. manufacturer of personal computers, agreed to settle charges that it restricted competition and undermined the standard-setting process in the personal computer industry by threatening to exercise previously undisclosed patent rights against computer manufacturers adopting the computer local bus design standard set by the Video Electronics Standards Association (VESA). This VL-bus mechanism transfers information or instructions between the computer's central processing unit and the computer's peripheral devices, such as a hard disk drive, a video display terminal, or a modem. According to the complaint, Dell, sitting as a member on VESA's Local Bus Committee (established to adopt and approve the VL-bus standard setting process), repeatedly certified to VESA that it possessed no other exclusive rights, patents, trademarks, or copyrights that conflicted with the proposed VL-bus standard. The complaint further alleged that after VESA adopted the standard, Dell sought to enforce its patent against companies planning to follow the standard. Under the consent order, Dell cannot enforce its VL-bus standard patent rights against computer manufacturers using the VL-bus.
Devro International plc; Devro, Inc.
Devro agreed to settle charges that its acquisition of Teepak International, Inc., would reduce competition by combining the nation's two top producers of collagen sausage casings. Under terms of the consent order designed to replace competition, Devro is required to divest the assets it uses to produce collagen sausage casings for sale in the United States and Canada within three months. The Commission approved the sale of the assets to Nitta Gelatin, Inc., of Japan.
Federal News Service Group, Inc.; Reuters America, Inc.; Cortes W. Randell
Federal News Service Group, its president, Cortes W. Randell, and Reuters agreed to settle charges that they entered into market allocation agreements that ended competition between the two largest U.S. sellers of fast-turnaround verbatim news transcripts of Congressional hearings, news conferences, speeches, and other news events. Under terms of the two consent orders, the parties are prohibited from engaging in activities that restrict competition, including the formulation of market allocation agreements with competitors to divide customers and fix the resale prices of transcripts.
First Data Corporation
First Data agreed to settle antitrust charges stemming from its merger with First Financial Management Corporation. The complaint issued with the consent order alleged that the $6.7 billion merger could create a monopoly and lead to higher prices for consumer money wire transfer services through the consolidation of the only two companies offering these services in the United States. In an attempt to restore competition to the market, the consent order requires First Data to divest either its own MoneyGram business or First Financial's Western Union business to an entity that will operate the business in competition with the merged company.
Hoechst AG
Hoechst agreed to settle charges that its $7.1 billion merger with Marion Merrell Dow, Inc., would create the world's third largest pharmaceutical company and substantially reduce competition for four drugs: (1) diltiazem, a hypertension and cardiac drug, (2) drugs used to treat intermittent claudication, severe leg cramps caused by arteriosclerosis, (3) oral dosage forms of mesalamine, used to treat inflammatory bowel disease, and (4) rifadin, used to treat tuberculosis. The Commission permitted the merger (the new firm is known as Hoechst Marion Roussel, Inc.), and the consent order required Hoechst to restore competition in the research and development of the drugs named in the complaint through the divestiture of specific assets and through the accomplishment of prescribed steps designed to restore competition to the market.
Hughes Danbury Optical Systems, Inc.; General Motors Corporation;
Hughes Electronics Corporation
Hughes Danbury, Hughes Electronics, and their parent company, General Motors, agreed to settle allegations that the acquisition of the Itek Optical Systems Division of Litton Industries, Inc., could either raise prices or reduce the technology and quality for deformable mirrors, an optic system component that allows the Air Force's anti-missile system's Airborne Laser program to correct for distortions in the atmosphere. According to the complaint issued with the consent order, the Air Force awarded two team contracts to develop the concept design: The Boeing Company/Lockheed Martin Corporation team and the Rockwell International Corporation/Hughes team. The complaint further alleged that Itek and Xinetics Inc. are the only two firms that design and manufacture deformable mirrors. Itek is under an exclusive contract with the Boeing team; Xinetics is under contract with the Rockwell/Hughes team. As a result of the acquisition, Itek would be in a position to supply mirrors to both teams. The consent order requires the dissolution of an exclusivity provision in the Xinetics contract, thereby ensuring that the Boeing team has a source for the deformable mirrors other than Itek, once Itek is owned by Hughes Danbury.
Illinois Tool Works Inc.
Illinois Tool Works agreed to settle antitrust concerns that its proposed acquisition of Hobart Brothers Company would eliminate an aggressive competitor in the market for both industrial power sources and industrial engine drives used to generate power for arc welding systems, used to join metal for industrial applications. The consent order permitted the acquisition but required the divestiture of Hobart's industrial power sources and engine drive assets to Prestolite Electric Incorporated or to another Commission-approved acquirer.
Johnson & Johnson
Johnson & Johnson agreed to settle charges that its acquisition of Cordis Corporation would reduce competition and raise prices in the market for cranial shunts used in the treatment of hydrocephalus. According to the complaint issued with the consent order, the merger would result in the two firms' controlling over 85 percent of the market for neuroscience products and interventional cardiology products in the United States. The consent order requires Johnson & Johnson to divest the Cordis Neuroscience Business.
Koninklijke Ahold NV; Ahold U.S.A., Inc.
Ahold U.S.A. and its parent company, Koninklijke Ahold, agreed to settle charges that the acquisition of The Stop & Shop Companies, Inc., would substantially reduce supermarket competition in 14 communities in New England. Terms of the consent order require Ahold to divest 30 supermarkets within one month to pre-identified buyers who would operate the stores in competition with Ahold's "Edwards" supermarket chain. In addition, the order requires Ahold to provide the Commission with prior notice for ten years of plans to acquire any supermarket in the areas named in the complaint.
Litton Industries, Inc.
Litton agreed to settle charges that its acquisition of PRC Inc. would be anticompetitive. According to the complaint, Litton is one of two defense contractors that manufacture Aegis destroyers for the Navy. The complaint further alleged that PRC is the only systems engineering and technical assistance (SETA) contractor for the Aegis program. According to the Commission, entry by a new company into this market is unlikely and sensitive information gained through the acquisition could give Litton a competitive advantage and could result in increased prices for the Aegis program. The consent order requires Litton to divest a systems engineering and technical assistance contract for the Navy's Aegis destroyer program.
Local Health System, Inc.; Blue Water Health Services Corp.; Mercy Health Services
A consent order with Local Health System, Blue Water Health, and Mercy Health settled charges over the proposed merger of Port Huron Hospital and Mercy HospitalPort Huron, the two largest hospitals in St. Clair County, Michigan. The order prohibits the merger and requires the parties to obtain Commission approval for three years before acquiring certain assets in any acute care hospital facility in Greater Port Huron, Michigan (consisting of Port Huron, Marysville, Kimball Township, Port Huron Township, and Fort Gratiot).
Lockheed Martin Corporation
Lockheed Martin agreed to settle allegations that its proposed acquisition of Loral Corporation would reduce competition in the markets for air traffic control systems, commercial low earth orbit satellites, military tactical fighter aircraft, and unmanned aerial vehicles. The consent order requires Lockheed Martin to divest its systems engineering and technical services contract with the Federal Aviation Administration and prohibits the sharing of sensitive information concerning competitors' products between the two firms.
Loewen Group Inc., The; Loewen Group International Inc., The
Two separate consent orders settled charges relating to the acquisitions of certain funeral homes and cemeteries by The Loewen Group and its wholly owned subsidiary, The Loewen Group International. The complaint issued against Loewen Group challenged the proposed acquisition of the Heritage Family Funeral Services, Inc., a chain of funeral homes in the tri-state area of Virginia, Tennessee, and North Carolina, on grounds that, if consummated, the acquisition would eliminate competition between the firms and create a monopoly in the three areas. A second complaint challenged two Loewen Group International acquisitions in Texas Garza Memorial Funeral Home in Brownsville and Thomae-Garza Funeral Directors, Inc., in the Harlingen/San Benito area of Cameron County alleging that the likelihood of collusion would be increased in both markets due to the elimination of competition between the firms. Both orders require the two firms to divest funeral homes to acquirers pre-approved by the Commission.
Mustad International Group NV; Mustad Connecticut, Inc.
Mustad agreed to settle charges that through the acquisitions of Capewell Manufacturing Company, Cooper Horseshoe Nail Co., Ltd., Emcoclavos S.A., and Sterward Engineering Company, Ltd., it gained an illegal monopoly in the sale of rolled horseshoe nails in the United States. According to the complaint issued with the consent order, after the acquisitions, Mustad raised prices as much as 50 to 75 percent as a result of its market position. The order, designed to re-establish a viable competitor in the United States, requires Mustad to divest specified assets relating to the horseshoe nail-making business to a Commission-approved acquirer.
New Balance Athletic Shoe, Inc.
New Balance agreed to settle charges that it fixed and controlled the resale prices of its shoes in an effort to raise retail prices for its athletic footwear. According to the complaint issued with the consent order, New Balance entered into pricing agreements with some of its retailers to raise prices, to maintain certain price levels, and to discontinue sales of New Balance products at discounted prices. The complaint further alleged that New Balance threatened to terminate shipments of its products, among other things, whenever a retailer refused to enter into a pricing agreement. The provisions of the consent order prohibit the company from engaging in any of the alleged pricing practices set out in the complaint.
Phillips Petroleum Company; Enron Corporation
Phillips and Enron agreed to settle charges that Phillips' proposed acquisition of certain natural gas pipeline systems owned by Enron would eliminate competition for natural gas transportation in the Texas and Oklahoma Panhandle region. The final consent order requires Phillips to modify the purchase agreement to exclude 830 specified miles of pipe and related gas-gathering assets of Enron within the Panhandle. The order also requires Phillips and Enron, for ten years, to notify the Commission before acquiring or selling certain pipeline assets in the region.
Port Washington Real Estate Board, Inc.
A consent order settled charges that the Port Washington Real Estate Board of Port Washington, New York, injured consumers by unreasonably restraining competition among real estate brokers and homeowners through its rules governing membership, advertising, and listings of residential real estate. The order prohibits the Board from a variety of practices that impose restrictions on brokers and property owners in listing and selling real estate in the area.
Praxair Inc.
Praxair, the largest U.S. supplier of industrial gases, agreed to divest four gas production plants to settle charges that its acquisition of CBI Industries, Inc., would increase the likelihood of collusion and raise prices for industrial atmospheric gases (nitrogen, oxygen, and argon) in northern and southern California, eastern Connecticut, western Wisconsin, and southern Minnesota. The consent order requires Praxair to divest CBI's atmospheric gas production facilities in Vacaville and Irwindale, California; Bozrah, Connecticut; and Madison, Wisconsin.
Precision Moulding Company, Inc.
Precision Moulding agreed to settle charges that it attempted to fix prices in the market for stretcher bars used to construct frames for artists' canvases. The complaint issued with the consent order alleged that representatives of Precision Moulding invited a new competitor in the industry to raise its prices suggesting that the competitor's prices were too low. The complaint also alleged that the invitation, if accepted, would constitute an agreement to restrain trade in violation of the federal antitrust laws. The consent order prohibits Precision Moulding from engaging in pricing practices that induce competitors to conspire to fix, raise, or maintain prices.
Raytheon Company
A consent order settled charges that Raytheon's acquisition of Chrysler Technologies Holding, Inc., reduced competition for the U.S. Navy's future procurement of the Submarine High Data Rate (HDR) satellite communications system for use in Navy submarines. According to the complaint, Raytheon, through its Electronic Systems Division, and GTE Corporation submitted competing proposals to develop the Submarine HDR program. Chrysler Technologies, as a second-tier subcontractor to GTE, supplies antenna/terminal controls, a component of the submarine HDR system. The merger of the two firms would give Raytheon access to competitively sensitive information concerning GTE's overall proposal. The consent order requires Raytheon to erect an information "firewall" to prohibit the exchange of sensitive information concerning the Submarine HDR system prior to the completion of the competitive procurement.
RxCare of Tennessee, Inc.; Tennessee Pharmacists Association
A consent order settled charges that RxCare and Tennessee Pharmacists restricted pharmacy price competition through the use of a "most favored nation" clause in RxCare's contracts with independent pharmacies in Tennessee. The clause required that if a prescription network pharmacy accepts a prescription reimbursement rate lower than the RxCare rate, the pharmacy must accept the lower rate for all RxCare business in which it participates. According to the complaint, the clause discouraged the pharmacies from discounting prices and thereby limited price competition among them in their dealing with pharmacy benefits managers and third-party payers, such as health benefits plans. The consent order requires RxCare to remove the clause from existing contracts.
Santa Clara County Motor Car Dealers Association
A consent order settled charges that the Santa Clara County Motor Car Dealers Association orchestrated an advertising boycott by its auto dealer members against the San Jose Mercury News after the newspaper ran an article telling consumers how to analyze new car factory invoices. The order prohibits the Association from entering into a boycott or any concerted refusal to deal with any newspaper, periodical, television station, or radio station.
Service Corporation International
Service Corporation International agreed to settle charges that its acquisition of Gibraltar Mausoleum Corporation would substantially reduce competition for funerals and cemetery services in certain areas of Texas and Florida. The consent order permitted the parties to complete the acquisition but required Service Corporation International to divest seven properties in Amarillo, Texas, and Brevard and Lee Counties, Florida.
Silicon Graphics, Inc.
Silicon Graphics agreed to settle charges that its acquisition of Alias Research, Inc., and Wavefront Technologies, Inc., two of the world's three leading entertainment graphics software firms, would substantially reduce competition, raise prices, and reduce innovation in the production of sophisticated computer-based graphics used in the movie industry and other entertainment industries. The consent order requires Silicon Graphics to take specific steps to ensure that other companies could develop and sell entertainment graphics software in a competitive market place.
Stop & Shop Companies, Inc., The; SSC Associates, L.P.
The Stop & Shop Companies agreed to settle charges that its merger with Purity Supreme, Inc., would substantially reduce supermarket competition, lead to higher prices, and lower the quality of service in several Massachusetts areas (the Boston metropolitan area, Cape Cod, the South Shore area, Bedford, and Brockton). The consent order requires the divestiture of 17 stores in the five areas to entities that would operate them in competition with the merged firm's remaining area stores.
Summit Communications Group, Inc.; Wometco Cable TV (seven companies)
Summit, a wholly owned subsidiary of Time Warner, and seven Wometco companies agreed to settle charges that they illegally agreed to allocate among themselves the customers they would serve in Cobb County, Georgia, an area where their local cable systems overlap. According to the complaint accompanying the consent order, the allocation of customers deprives consumers of choices on quality and price made available through competition. The consent order prohibits Summit and Wometco from engaging in the allocation of customers and markets in 14 Georgia counties where they offer cable service.
Upjohn Company, The; Pharmacia Aktiebolag
A consent order settled antitrust concerns stemming from the $13.9 billion merger of Upjohn Company and Pharmacia Aktiebolag. The order, designed to preserve competition in the research and development of drugs used in the treatment of colorectal cancer, requires the divestiture of Pharmacia's topoisomerase I inhibitors to a Commission-approved buyer.