 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
HOLD SEPARATE ORDER
|
EXTRACTED KEY WORDS
CAST PLATE PLATE DIVISION DIVESTITURE ASSETS SEPARATE JUDGEMENT MANAGEMENT EMPLOYEES PLAINTIFF ALUMAX FACILITY VERNON BUSINESS SEPARATE STIPULATION MANUFACTURING AGREEMENTS DESIGNS SALE OFFICERS COMPETITOR ONGOING BUSINESS REPORTS APPOINT DEFENDANT AGENTS MATERIALS LICENSES RELATING TRADE |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, Civil Action No.: 98-CV-1497
Plaintiff, Filed: 6/15/98
v.
ALUMINUM COMPANY OF AMERICA,
and ALUMAX INC.,
Defendants.
HOLD SEPARATE STIPULATION AND ORDER
It is hereby STIPULATED by and between the undersigned parties, subject to approval
and entry by the Court, that:
I.
DEFINITIONS
As used in this Hold Separate Stipulation and Order:
A. "Alcoa" means defendant Aluminum Company of America, a Pennsylvania
Corporation with its headquarters in Pittsburgh, Pennsylvania, and its successors, assigns,
subsidiaries, divisions, groups, affiliates, partnerships and joint ventures, and directors,
managers, agents, and employees.
B. "Alumax" means Alumax Inc., a Delaware Corporation with its headquarters in
Atlanta, Georgia, and its successors, assigns, subsidiaries, divisions, groups, affiliates,
partnerships and joint ventures, and directors, officers, managers, agents, and employees.
C. "Alcoa Cast Plate Division" means all assets included within the cast plate
operation of Alcoa's Aerospace and Commercial Rolled Products Division as of the date hereof,
including:
1. all tangible assets, including the cast plate manufacturing facility
1551 Alcoa Avenue, Vernon, California 90058 ("Vernon facility") and the
portion of the real property on which the Vernon facility is situated that is
SNIPPETS:
|
|
2
.
COMPETITIVE IMPACT STATEMENT
|
EXTRACTED KEY WORDS
JUDGEMENT UNITED STATES ALCOA COMPETITION COURT ALUMAX CAST PLATE DIVISION ANTITRUST ENTRY ALUMINUM DIVESTITURE SALES PUBLICATION APPA COMPLAINT ACQUISITION MARKET CAST PLATE BUSINESS VIOLATIONS PRICES CONSENT AMERICA CLAYTON ACT COMPETITIVE IMPACT CUSTOMERS RELIEF STIPULATION DEFENDANTS DETERMINATION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________
)
UNITED STATES OF AMERICA, )
)
Plaintiff, )
) Civil No: 98-CV-1497 (PLF)
v. )
) Judge: Paul L. Friedman
ALUMINUM COMPANY OF )
AMERICA, et al.,
)
)
Defendants. )
____________________________________)
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
On June 15, 1998, the United States filed a civil antitrust Complaint alleging that the
proposed acquisition by Aluminum Company of America ("Alcoa") of the aluminum cast plate
("cast plate") manufacturing business of Alumax Inc. ("Alumax") would violate Section 7 of the
Clayton Act, 15 U.S.C. § 18. The Complaint alleges that Alcoa and Alumax are the two largest
producers of aluminum cast plate in the world, and are each other's most significant competitor.
They compete vigorously to lower the costs of producing and selling the best quality cast plate at
the lowest prices, and to provide the best technological, marketing, and customer support
services. There is only one other producer, Alpase, and it is much smaller and not nearly as
significant. Alcoa and Alumax have proposed a transaction that will leave the already highly
concentrated aluminum cast plate business with one overwhelmingly dominant firm - Alcoa -
owning almost 90% of the cast plate manufacturing business in the world. Worldwide sales of
cast plate in 1997 were $73,884,000.
The prayer for relief in the Complaint seeks: (1) a judgment that the proposed
would violate Section 7 of the Clayton Act; and (2) a permanent injunction preventing Alcoa
from acquiring Alumax.
When the Complaint was filed, the United States also filed a proposed settlement that
would permit Alcoa to complete its acquisition of Alumax, but require a divestiture that will
preserve competition in the relevant market. This settlement consists of a Stipulation and Order,
Hold Separate Stipulation and Order, and a proposed Final Judgment.
The proposed Final Judgment orders Alcoa to divest, within one hundred and eighty
(180) calendar days after the filing of the Complaint in this matter, or five (5) days after notice
the entry of the Final Judgment by the Court, whichever is later, the Alcoa Cast Plate Division
(as defined in the Final Judgment) to an acquirer acceptable to the Antitrust Division of the
Department of Justice ("DOJ"). "Alcoa Cast Plate Division" means all assets included within the
SNIPPETS:
|
|
3
.
STIPULATION AND ORDER
|
EXTRACTED KEY WORDS
JUDGEMENT STIPULATION PARTIES DEFENDANTS ENTRY PROVISIONS PLAINTIFF PARTY HERETO DISTRICT MOTION COMPLIANCE WITHDRAWN CONSENT APPEALS COURT RULING DECLINING DIVESTITURE FILING ABIDE JUDGMENT PENDING ENTRY EXPIRATION SIGNING EQUAL FORCE WRITING PARAGRAPH ENTERED PURSUANT ORDERED CONTINUED COMPLIANCE OBLIGATIONS PREJUDICE |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, Civil Action No.: 98-CV-1497
Plaintiff, Filed: 6/15/98
v.
ALUMINUM COMPANY OF AMERICA,
and ALUMAX INC.,
Defendants.
STIPULATION AND ORDER
It is hereby 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 United States District Court for the
District of Columbia.
2. The parties stipulate that a Final Judgment in the form hereto attached may be
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 Procedure and Penalties Act (15
U.S.C. § 16), and without further notice to any party or other proceedings, provided that plaintiff
has not withdrawn its consent, which it may do at any time before the entry of the proposed Final
Judgment by serving notice thereof on defendants and by filing that notice with the Court.
3. Defendants shall abide by and comply with the provisions of the proposed Final
Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all
appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the
date of the signing of this Stipulation by the parties, comply with all the terms and provisions of
the proposed Final Judgment as though they were in full force and effect as an order of the Court.
4. This Stipulation shall apply with equal force and effect to any amended proposed
SNIPPETS:
|
|
4
.
US COMPLIANCE WITH ANTITRUST PROCEDURES AND PENALTIES ACT
|
EXTRACTED KEY WORDS
UNITED STATES COMPETITIVE IMPACT STATEMENT COMPETITIVE IMPACT COURT PURSUANT DEFENDANTS AMERICA REQUESTING RESPONSE COMPLIANCE PROVISIONS ANTITRUST PROCEDURES PENALTIES ACT PLAINTIFF FEDERAL REGISTER WASHINGTON COMMUNICATIONS COLUMBIA COMMUNICATIONS DESCRIBING COMMUNICATIONS DEFENDANTS RELATING OFFICERS EMPLOYEES SUBMISSION STIPULATION JUDGMENT SERVES STANDARD HEARINGS COUNSEL DEFENDANTS JOIN |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, :
:
Plaintiff, :
:
v.
: Case
No.
9801497
(PLF)
:
ALUMINUM COMPANY OF :
AMERICA and ALUMAX INC., :
:
Defendants. :
UNITED STATES' CERTIFICATE OF
COMPLIANCE WITH THE PROVISIONS OF THE
ANTITRUST PROCEDURES AND PENALTIES ACT
Plaintiff, United States of America, hereby certifies that it has complied with the
of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16(b)-(h), and states:
1. The proposed Final Judgment and Competitive Impact Statement were filed with the
Court on June 15, 1998, and June 18, 1998, respectively.
2. Pursuant to 15 U.S.C. § 16(b), the Proposed Final Judgment and Competitive Impact
Statement were published in the Federal Register on July 1, 1998 (63 Fed. Reg. 126).
3. Pursuant to 15 U.S.C. § 16(b), the United States furnished to requesting parties
copies of the Competitive Impact Statement, as well as copies of the Complaint and the proposed
Final Judgment.
4. Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final
Judgment and Competitive Impact Statement were published in the Washington Post, a newspaper
of general circulation in the District of Columbia, during the period June 25, 1998 through July 1,
1998.
SNIPPETS:
|
|
5
.
PUBLIC COMMENTS AND PLAINTIFF RESPONSE
|
EXTRACTED KEY WORDS
UNITED STATES AMERICA ALUMINUM COMPANY CAST PLATE RESPONSE ANTITRUST CLAYTON ACT PROPOSED ACQUISITION HEREBY DISTRICT COURT COMPLAINT VIOLATE PRODUCERS SINGLE OWNERSHIP CAST PLATE MANUFACTURING PLATE MANUFACTURING BUSINESS SUBSTANTIALLY LESSEN COMPETITION SALE STATUTORY RESPONSE THERETO FEDERAL REGISTER MATERIALS REQUEST PAYMENT COPYING FEE CONSTANCE ROBINSON ANTITRUST DIVISION |
Public Comments and Plaintiff's Response, United States of America vs. Aluminum Company of
America and Alumax Inc.
Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C.
§16(b)-(h), that the Public Comments and Plaintiff's Response have been filed with the United
States District Court of the District of Columbia in United States v. Aluminum Company of
America and Alumax, Inc., Civ. Action No. 9801497 (PLF).
On June 15, 1998, the United States filed a civil antitrust Complaint alleging that the
proposed acquisition of Alumax Inc. ("Alumax") by Aluminum Company of America ("Alcoa")
would violate Section 7 of the Clayton Act, 15 U.S.C. § 18. The Complaint alleged that Alumax and
Alcoa are the two largest of the three producers of aluminum cast plate ("cast plate") in the world.
Alcoa's proposed acquisition of Alumax would have combined under single ownership almost 90%
of the cast plate manufacturing business in the world. As a result, the proposed acquisition would
substantially lessen competition in the manufacture and sale of cast plate world wide in violation
Section 7 of the Clayton Act.
Public comment was invited within the statutory 60-day comment period. The one comment
received, and the response thereto, is hereby published in the Federal Register and filed with the
Court. Copies of these materials may be obtained on request and payment of a copying fee.
Constance K. Robinson
Director of Operations, Antitrust Division
SNIPPETS:
|
|
6
.
PROPOSED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
CAST PLATE JUDGEMENT DIVESTITURE CAST PLATE DIVISION UNITED STATES COURT DEFENDANTS PLAINTIFF TRUSTEE ATTORNEY PROVISIONS PARTY ALUMAX PURCHASER ALUMINUM COMPANY COMPLAINT CAST PLATE OPERATION VERNON FACILITY ACCOMPLISH APPROVALS MATERIALS AFFIDAVIT ADJUDICATION COMPETITION EMPLOYEES SOLE DISCRETION COMPLIANCE WRITTEN NOTICE SEPARATE STIPULATION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, Civil Action No.: 98-CV-1497
Plaintiff, Filed:
v.
ALUMINUM COMPANY OF AMERICA,
and ALUMAX INC.,
Defendants.
(PROPOSED)
FINAL
JUDGMENT
WHEREAS, plaintiff, the United States of America ("United States"), filed its complaint
this action on June 15, 1998, and plaintiff and defendants, Aluminum Company of America
("Alcoa") and Alumax Inc. ("Alumax"), 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, the essence of this Final Judgment is the prompt and certain divestiture
of the Alcoa Cast Plate Division to assure that competition is not substantially lessened;
AND WHEREAS, plaintiff requires defendants to make certain divestitures for the purpose
of remedying the loss of competition alleged in the Complaint;
AND WHEREAS, defendants have represented to plaintiff that the divestiture ordered
herein can and will be made and that defendants will later raise no claims of hardship or difficulty
as grounds for asking the Court to modify any of the divestiture or contract provisions contained
below;
SNIPPETS:
|
|
7
.
PLAINTIFF RESPONSE TO PUBLIC COMMENT
|
EXTRACTED KEY WORDS
ACT PRODUCERS PUBLICATION COMPETITION ALUMINUM ALUMAX CAST PLATE UNITED STATES MARKET ANTITRUST TUNNEY ACT COMPLAINT GENERAL MOTORS ENTRY PROPOSED ACQUISITION ALCOA COURT DEFENDANTS ALLEGES VIOLATION WORLDWIDE GOVERNMENT PLAINTIFF PARTIES FEDERAL REGISTER PROCEEDING MERGER DIVESTITURE DETERMINATION |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, :
:
Plaintiff, : Case No. 98 CV01497 (PLF)
:
v.
: PLAINTIFF'S
RESPONSE
TO
: PUBLIC COMMENT
ALUMINUM COMPANY OF :
AMERICA and ALUMAX INC. :
:
Defendants.
:
Pursuant to the requirements of the Antitrust Procedures and Penalties Act ("APPA"), 15
U.S.C. § 16 (b)-(h) ("Tunney Act"), the United States hereby responds to the single public
comment received regarding the proposed Final Judgment in this case.
I.
Background
On June 15, 1998, the United States Department of Justice ("the Department") filed the
Complaint in this matter. The Complaint alleges that the proposed acquisition of Alumax Inc.
("Alumax") by Aluminum Company of America ("Alcoa") would violate Section 7 of the
Clayton Act, 15 U.S.C. § 18. The Complaint alleges that Alumax and Alcoa are the two largest
of the three producers of aluminum cast plate ("cast plate") in the world. Alcoa's proposed
acquisition of Alumax would have combined under single ownership almost 90% of the cast
plate manufacturing business in the world. As a result, the proposed acquisition would
substantially lessen competition in the manufacture and sale of cast plate world wide in violation
of Section 7 of the Clayton Act. 15 U.S.C. § 18.
Simultaneously with the filing of the Complaint, the plaintiff filed the proposed Final
Judgment and a Stipulation signed by all the parties that allows for entry of the Final Judgment
SNIPPETS:
|
|
8
.
COMPLAINT
|
EXTRACTED KEY WORDS
ALCOA ALUMAX MARKET ALUMINUM COMPETITION FIRMS UNITED STATES CLAYTON ACT SALES HHI PRICES CUSTOMERS TRANSACTION BUSINESS PROPOSED ACQUISITION COMMERCE DEFENDANTS APPLICATIONS QUALITY VIOLATES MACHINERY EQUIPMENT PLAINTIFF AGREEMENT MANUFACTURING COSTS RESTRAIN INTERSTATE DISTRICT |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, )
Department of Justice )
Antitrust
Division
)
325
7th Street, N.W., Suite 500 )
Washington, D.C. 20530, )
)
Plaintiff, ) Civil No.: 98-CV-1497
)
v. )
)
Aluminum Company of America, ) Filed: 6/15/98
425
Sixth
Avenue
)
Alcoa
Building )
Pittsburgh,
PA
15219 )
)
and )
)
Alumax
Inc.,
)
3424 Peachtree Road, NE )
Suite 2100 )
Atlanta, GA 30326, )
)
Defendants. )
)
COMPLAINT
The United States of America, acting under direction of the Attorney General of
the United States, brings this civil action to obtain equitable relief against defendants and
alleges as follows:
1. On March 8, 1998, Aluminum Company of America ("Alcoa") and Alumax Inc.
SNIPPETS:
|
|
|
| | | |
|
|
