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1
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PROPOSED FINAL JUDGMENT
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EXTRACTED KEY WORDS
JUDGEMENT BUSINESS DIVESTITURE UNITED STATES HONEYWELL BUSINESSES COURT INTELLECTUAL PROPERTY TRUSTEE ATTORNEY DESIGNS TCAS BUSINESS LICENSES PROVISIONS DOD ALLIEDSIGNAL MICROSCIRAS BUSINESS PURCHASER MATERIALS INTELLECTUAL PROPERTY RIGHTS SUBLICENSES RELATING HONEYWELL MEMS BUSINESS EMPLOYEES AGREEMENTS SSWR BUSINESS NAVIGATION BUSINESS CHESHIRE BUSINESS COMPLAINT TETERBORO SPACE DEVELOPMENT EFFORTS RELATING |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ))
Plaintiff, ) Civil No:
)
v. ) Filed:
)
ALLIEDSIGNAL INC. )
and HONEYWELL INC., ))
Defendants. )
____________________________________)
FINAL JUDGMENT
WHEREAS, plaintiff, the United States of America ("United States"), and defendants
AlliedSignal Inc. and Honeywell Inc., by their respective attorneys, having consented to the entry
Final Judgment without trial or adjudication of any issue of fact or law herein, and without this
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, in the event of a merger between the
defendants, the prompt and certain divestiture of the businesses identified below to assure that
competition is not substantially lessened;
AND WHEREAS, the United States requires defendants to make the divestitures ordered
herein for the purpose of remedying the loss of competition alleged in the Complaint;
AND WHEREAS, defendants have represented to the United States that the divestitures
ordered herein can and will be made promptly and that defendants later will raise no claim of
or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained
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2
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HOLD SEPARATE ORDER
|
EXTRACTED KEY WORDS
DIVESTED BUSINESSES JUDGEMENT DEFENDANTS SEPARATE STIPULATION MANAGEMENT COURT HONEYWELL PRODUCTION SALES UNITED STATES PARTIES ENTRY MERGER AGREEMENT EMPLOYEES POST-MERGER COMPANY COMPETITOR PROVISIONS TETERBORO BUSINESS CHESHIRE BUSINESS MICROSCIRAS BUSINESS INNOVATION MARKETING COMPLIANCE PURSUANT ASSETS APPOINT WASHINGTON MAG TECHNOLOGY BUSINESS |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, )
) Civil No: 99 2959
v. )
) Filed:
ALLIEDSIGNAL INC. and )
HONEYWELL INC., ))
Defendants. )
____________________________________)
HOLD SEPARATE
STIPULATION AND ORDER
It is hereby stipulated and agreed 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. "United States" means plaintiff United States of America.
B. "DoD" means the United States Department of Defense.
C. "AlliedSignal" means defendant AlliedSignal Inc., a Delaware corporation
headquarters in Morristown, New Jersey, and its successors, assigns, subsidiaries, divisions,
groups, affiliates, partnerships and joint ventures, and directors, officers, managers, agents, and
employees.
D. "Honeywell" means defendant Honeywell Inc., a Delaware corporation with its
headquarters in Minneapolis, Minnesota, and its successors, assigns, subsidiaries, divisions,
groups, affiliates, partnerships and joint ventures, and directors, officers, managers, agents, and
employees.
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4
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COMPETITIVE IMPACT STATEMENT
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EXTRACTED KEY WORDS
UNITED STATES HONEYWELL COMPETITION BUSINESS PROPOSED MERGER PRODUCTION ANTITRUST INERTIAL SYSTEMS ENTRY MOMENTUM WHEELS PURSUANT REACTION COMPLAINT MANUFACTURERS WEATHER RADAR DEFENDANTS TCAS CLAYTON ACT COMPETITIVE IMPACT COLLISION AVOIDANCE SYSTEMS SURVEILLANCE WEATHER RADAR APPLICATIONS TECHNOLOGY HONEYWELL MEMS BUSINESS GYROSCOPES AEROSPACE PRODUCTS TRAFFIC ALERT BUSINESSES IMU |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, )
)
Plaintiff, ) Case No.: 1:99CV02959 (PLF)
) Deck Type: Antitrust
v. ) Filed: 11/22/1999
)
ALLIEDSIGNAL INC. and )
HONEYWELL INC., ))
Defendants. )
____________________________________)
COMPETITIVE IMPACT STATEMENT
The United States, pursuant to Section 2(b) of the Antitrust Procedures and
("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 November 8, 1999, the United States filed a civil antitrust Complaint alleging
proposed merger of AlliedSignal Inc. ("AlliedSignal") and Honeywell Inc. ("Honeywell") would violate
Section 7 of the Clayton Act, 15 U.S.C. § 18. The Complaint alleges that Honeywell and AlliedSignal
are two of the leading manufacturers of aerospace products used by the U.S. military and by numerous
commercial aviation and space companies. AlliedSignal competes against Honeywell in the production
of traffic alert and collision avoidance systems, search and surveillance weather radar, reaction
momentum wheels, and inertial systems used in a wide range of applications. The proposed merger of
Honeywell and AlliedSignal would substantially lessen or eliminate competition in major product
critical to the national defense and to the commercial aviation and space industries. Unless the
is blocked, the loss of competition will likely result in higher prices, lower quality and less
each of these products.
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5
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US COMPLIANCE WITH ANTITRUST PROCEDURES AND PENALTIES ACT
|
EXTRACTED KEY WORDS
HONEYWELL UNITED STATES BUSINESS JUDGEMENT DIVESTITURE L-3 COMPETITION NAVIGATION BUSINESS SEPARATE ORDER COMPETITIVE IMPACT STATEMENT PURSUANT REQUIRING RESPONSES EXHIBIT PUBLICATION COURT SUCKENIK REGISTER INSPEC PURCHASER TETERBORO SPACE INCENTIVES REASONS SEVERANCE EMPLOYEE GROUPS RECRUIT CERTIFICATE ANTITRUST PROCEDURES WASHINGTON POST |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ))
Plaintiff, ) Case No.: 1:99CV002959 (PLF)
)
v. ) Filed: March 9, 2000
)
ALLIEDSIGNAL INC. )
and HONEYWELL INC., ))
Defendants. )
____________________________________)
UNITED STATES' CERTIFICATE OF COMPLIANCE WITH
PROVISIONS OF THE ANTITRUST PROCEDURES AND PENALTIES ACT
The United States of America hereby certifies that it has complied with the provisions of
the Antitrust Procedures and Penalties Act ("APPA"), 15 U.S.C. §§ 16(b)-(h), and states:
1. The Complaint, proposed Final Judgment and the Hold Separate Stipulation and
Order ("Hold Separate Order") in this case were filed on November 8, 1999. The United States'
Competitive Impact Statement was filed on November 22, 1999.
2. Pursuant to 15 U.S.C. § 16(b), the proposed Final Judgment, Hold Separate Order,
and Competitive Impact Statement were published in the Federal Register on December 14,
1999 (64 Fed. Reg. 69784). A copy of that Federal Register notice is attached as Exhibit 1.
3. Pursuant to 15 U.S.C. §16 (d), the United States furnished copies of the
Complaint, Hold Separate Order, proposed Final Judgment and Competitive Impact Statement to
anyone requesting them.
4. Pursuant to 15 U.S.C. § 16(c), a summary of the terms of the proposed Final
Judgment and the Competitive Impact Statement was published in The Washington Post, a
newspaper of general circulation in the District of Columbia, on December 1-7, 1999. A copy of
the certificate of publication from The Washington Post appears in Exhibit 2.
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6
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RESPONSE TO PUBLIC COMMENTS ON CONSENT DECREE
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EXTRACTED KEY WORDS
BUSINESS HONEYWELL RESPONSES ANTITRUST DISTRICT MARKET PENALTIES ACT JUDGEMENT STATES DISTRICT COURT WASHINGTON PLF HEREBY ANTITRUST PROCEDURES COLUMBIA COMPLAINT COMPETITION GYROSCOPE TECHNOLOGY BUSINESS ACCELERATOR PROVISIONS INSPECTION ANTITRUST DIVISION JUSTICE CLERK CONSTITUTION AVENUE MATERIALS REQUEST PAYMENT COPYING FEE |
FEDERAL REGISTER NOTICE
U.S. Department of Justice
Antitrust Division
United States v. AlliedSignal Inc. and Honeywell Inc., Case No. 1:99 CV 02959 (PLF)
(D.D.C.)
Response to Public Comments on Antitrust Consent Decree
Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C.
16(b)-(h), that on March 9, 2000, the United States filed its responses to public comments on the
proposed Final Judgment in United States v. AlliedSignal Inc. and Honeywell Inc., Case No. 1:99
CV 02959 (PLF) (D.D.C., filed November 8, 1999), with the United States District Court for the
District of Columbia.
On November 8, l999, the United States filed a Complaint which alleged that AlliedSignal's
proposed merger with Honeywell would violate Section 7 of the Clayton Act, 15 U.S.C. § 18, by
substantially lessening competition in the traffic alert and collision avoidance systems ("TCAS")
the search and surveillance weather radar ("SSWR") market, the reaction and momentum wheel
market, and the inertial systems market. The proposed Final Judgment, also filed on November 8,
1999, requires AlliedSignal and Honeywell to divest the TCAS business of Honeywell located in
Glendale, Arizona; the SSWR business of AlliedSignal located in Olathe, Kansas; the space and
navigation business of AlliedSignal located in Teterboro, New Jersey; the mechanical rate gyroscope
business of AlliedSignal located in Cheshire, Connecticut, and a related repair business in Newark,
Ohio; the microSCIRAS technology business of AlliedSignal located in Redmond, Washington, or, in
the alternative, the micro-electro-mechanical systems inertial sensor business of Honeywell located
Minneapolis
and Plymouth, Minnesota; and the AlliedSignal micromachined silicon accelerator and micromachined
accelerometer gyroscope technology business.
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7
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RESPONSE TO PUBLIC COMMENTS FROM MICHAEL KELLY
|
EXTRACTED KEY WORDS
HONEYWELL L-3 NAVIGATION BUSINESS JUDGEMENT UNITED STATES PURCHASE EMPLOYEES DIVEST RECRUIT DISTRICT COURT COMPETITION REACTION MOMENTUM WHEELS REQUIRING ASSETS TETERBORO GYROSCOPES REVIEW MANAGEMENT PURSUANT CHANCE HONOR CONTEXT BUSINESS STRUGGLING TOUGH BUSINESS ENVIRONMENT UNDERSTANDING IMPORTANCE CONDITIONS PURSUANT |
City Center Building
1401 H Street, NW
Washington, DC 20530
March 9, 2000
Mr. Michael J. Kelly
36 William Drive
Rockaway, NJ 07866
Re: Comment on Proposed Final Judgment in United States v. AlliedSignal Inc. and
Honeywell Inc., No. 1:99 CV 002959 (PLF) (D.D.C. November 8, 1999)
Dear Mr. Kelly:
This letter responds to your November 10, 1999 comment on the proposed Final Judgment in
United States v. AlliedSignal Inc. and Honeywell Inc., currently pending before the federal district
court for the District of Columbia. The United States' complaint alleges that the merger as
between AlliedSignal Inc. and Honeywell Inc. would have substantially lessened competition in four
product areas--traffic alert and collision avoidance systems; search and surveillance weather radar;
reaction and momentum wheels, and inertial systems. The proposed Final Judgment would settle the
case by requiring the post-merger company, now known as Honeywell International Inc.
("Honeywell"), to divest, among other assets, its space and navigation business in Teterboro, New
Jersey. That business produces numerous products, including ring laser gyroscopes, fiber optic
gyroscopes and reaction and momentum wheels.
In a transaction approved in advance by both the U.S. Department of Justice and the U.S.
Department of Defense in December 1999, L-3 Communications Corporation ("L-3") has now
purchased the space and navigation business and certain other divested assets from Honeywell. The
purchase was approved by the Government only after a careful review of L-3 led to the conclusion
L-3 had the financial capability, the intent and the managerial expertise to operate the space and
navigation business in competition with other businesses making the same products, including
Honeywell. We disagree with the suggestion in your letter that separating the space and navigation
business from the remainder of Honeywell's Teterboro operations makes it more likely that the space
and navigation business, or any other operation, will fail. A more likely outcome is that L-3's
focus on the management and growth of its recent acquisition will insure that the space and
business has the best chance possible to succeed.
Your November 10 letter further expresses the concern that L-3 may not honor the same
severance benefits provided by Honeywell in the past, and notes that this benefit is particularly
important in the context of a business struggling to survive in a tough business environment.
Understanding the importance of this benefit, the United States does not generally dictate the terms
and conditions pursuant to which a particular purchase is made; these details are subject to
negotiation between the buyer and seller. Section IV(E) of the proposed Final Judgment
encourages L-3 to make reasonable offers to those employees it desires to recruit by precluding
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8
.
RESPONSE TO PUBLIC COMMENTS FROM INSPEC INTL
|
EXTRACTED KEY WORDS
UNITED STATES DIVESTITURE BUSINESS INSPEC COMPETITION JUDGEMENT ASSETS SUPPLIERS TCAS INSPEC INTERNATIONAL COMPANY COLLISION AVOIDANCE SYSTEMS WICKS DISTRICT COURT ALERT REQUIRING GLENDALE OWNER PURCHASE ANTITRUST EMPLOYEES COLORADO PLATFORM FIRM ATTENTION REASONS PURSUANT ANTITRUST PROCEDURES PENALTIES ACT |
City Center Building
1401 H Street, NW
Washington, DC 20530
March 9, 2000
Mr. Richard Wicks, President
INSPEC INTERNATIONAL Company Ltd.
1-1-4 Wakamatsu Cho, Fuchu
Tokyo, 183, Japan
Re: Comment on Proposed Final Judgment in United States v. AlliedSignal Inc.
and Honeywell Inc., No. 1:99 CV 002959 (PLF) (D.D.C. November 8, 1999)
Dear Mr. Wicks:
Thank you for your letter of January 17, 2000 concerning the proposed Final Judgment in
United States v. AlliedSignal Inc. and Honeywell Inc., currently pending before the federal district
court for the District of Columbia. The United States' complaint alleges that the merger as
between AlliedSignal Inc. and Honeywell Inc. would have substantially lessened competition in four
product areas--traffic alert and collision avoidance systems; search and surveillance weather radar;
reaction and momentum wheels, and inertial systems. The proposed Final Judgment would settle the
case by requiring the post-merger company, now known as Honeywell International Inc.
("Honeywell"), to divest, among other assets, its traffic alert and collision avoidance system
("TCAS") business in Glendale, Arizona. Negotiations to divest this business consistent with the
terms of the proposed Final Judgment are ongoing.
Your letter states that INSPEC INTERNATIONAL Company Ltd. ("INSPEC") manufactures
an electro-mechanical product which is supplied to the Honeywell TCAS business soon to be
divested. INSPEC is concerned that the proposed divestiture may damage its business unfairly and
terminate its hard-earned relationship with Honeywell. Given INSPEC's investment in the products it
now sells to Honeywell, it requests that the United States consider requiring the new owner of the
TCAS assets to purchase products from INSPEC.
Every change in corporate ownership, whether by divestiture or otherwise, raises the
that a new owner may seek new suppliers. Since U.S. antitrust laws are intended to preserve
competition, not specific competitors, the United States respectfully declines to require the
new purchaser of the TCAS assets to deal with INSPEC or any other specific supplier. INSPEC's
competitive assets, the technological know-how and manufacturing ability referenced in your
letter, and your company's reputation with the employees of the TCAS business in Glendale,
Colorado (who overwhelmingly will remain with the business) will be unaffected by the
divestiture and will provide a platform for your firm to continue to compete successfully against
other potential suppliers.
Thank you for bringing your concerns to our attention; we hope this letter will help you
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9
.
LETTER TO JUDGE FRIEDMAN REGARDING COMMENTS ON PROPOSED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
PUBLICATION JUDGEMENT CERTIFICATE COMPLIANCE ANTITRUST COURT FRIEDMAN DISTRICT JUDGE WASHINGTON ENCLOSURE ANTITRUST PROCEDURES PENALTIES ACT ANTITRUST DIVISION COMPETITIVE IMPACT STATEMENT FEDERAL REGISTER RESPONSES SEPARATE STIPULATION ESQ ENTRY REASONS SET PURSUANT CONCLUDING ENTERING WILLIAM KOLASKY BENJAMIN CRISMAN COUNSEL DEFENDANTS |
U. S. Department of Justice
Antitrust Division
City Center Building
1401 H Street, NW
Washington, DC 20530
March 9, 2000
BY HAND
The Honorable Paul L. Friedman
United States District Judge
District of Columbia
333 Constitution Avenue, NW
Room 6321
Washington, DC 20001
Re: Comments on Proposed Final Judgment in United States v. AlliedSignal Inc. and
Honeywell Inc., No. 1:99 CV 002959 (PLF) (D.D.C. November 8, 1999)
Dear Judge Friedman:
Enclosed for your consideration is a courtesy copy of the United States' Certificate of
Compliance With Provisions of the Antitrust Procedures and Penalties Act filed with the Court
today. The Certificate of Compliance sets forth the steps that the parties have taken to comply
with the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16 ("APPA"). The Antitrust
Division of the United States Department of Justice has notified the public of the proposed Final
Judgment and Competitive Impact Statement by publication in the Federal Register and an
appropriate newspaper of general circulation in Washington, D.C. The Antitrust Division has
responded to the five written comments that were elicited by that public notice (Certificate of
Compliance, ¶ 8 and Exhibits 3 through 5). The comments and the United States' responses will
be published in the Federal Register on or before March 31, 2000.
The Hold Separate Stipulation and Order in this case provides that the Court is free to
determine whether entry of the proposed Final Judgment would be in the public interest once the
Certificate of Compliance is filed. For the reasons set forth in its Competitive Impact Statement
and in its Certificate of Compliance, the United States strongly believes that the proposed Final
Judgment is in the public interest and urges the Court to enter it as expeditiously as possible.
Pursuant to Section IV(A) of the Court's Hold Separate Stipulation and Order, the Court need not
conduct any further proceedings before concluding that the proposed Final Judgment is in the
public interest and entering it.
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10
.
COMPLAINT
|
EXTRACTED KEY WORDS
HONEYWELL WEATHER RADAR WHEELS PRICE MOMENTUM SALE COMPETITION REACTION MERGER SURVEILLANCE WEATHER RADAR QUALITY INNOVATION CLAYTON ACT MARKET GYROSCOPES DEFENDANTS SUBSTITUTE IMUS MANUFACTURERS AIRCRAFT TCAS TECHNOLOGY AVIATION CUSTOMERS VEHICLE COLLISION AVOIDANCE SYSTEMS APPLICATIONS COSTS BEAMS |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________
)
UNITED STATES OF AMERICA, )
Department of Justice )
Antitrust Division )
1401 H Street, N.W., Suite 3000 )
Washington, DC 20530, ))
Plaintiff, ) CASE NUMBER
1:99CV02959
)
v. ) JUDGE: Paul L. Friedman
)
ALLIEDSIGNAL INC., ) DECK TYPE: Antitrust
101 Columbia Road )
Morristown, NJ 07862, ) DATE STAMP: 11/08/1999
)
and ))
HONEYWELL INC., )
Honeywell Plaza )
Minneapolis, MN 55440, ))
Defendants. )
____________________________________)
COMPLAINT
The United States of America, acting under the direction
of the Attorney General of the United States, brings this
action to prevent the proposed merger of defendant Honeywell
Inc. ("Honeywell") and defendant AlliedSignal Inc.
("AlliedSignal") pursuant to an Agreement and Plan of Merger entered
into by defendants on June 4, 1999.
I. NATURE OF THE ACTION
1. Honeywell and AlliedSignal are two of the leading
manufacturers of aerospace
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11
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MOTION TO FILE CONFIDENTIAL ATTACHMENT A TO FINAL JUDGMENT
|
EXTRACTED KEY WORDS
DEFENDANTS WASHINGTON CONFIDENTIAL ATTACHMENT AMERICA PARTIES COUNSEL ESQ STIPULATION MOTION JUDGEMENT PLAINTIFF UNITED STATES HONEYWELL EMPLOYEES COURT RAYTHEON JUSTICE ANTITRUST DIVISION SUITE WILLIAM KOLASKY WILMER CUTLER PICKERING BENJAMIN CRISMAN ARPS SLATE MEAGHER FLOM LLP YORK AVENUE |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________)
UNITED STATES OF AMERICA, ) )
Plaintiff, ) Civil No: 99 2959
)
v. ) Filed:
)
ALLIEDSIGNAL INC. and )
HONEYWELL INC., ))
Defendants. )
____________________________________)
STIPULATED MOTION AND ORDER FOR LEAVE TO FILE
CONFIDENTIAL ATTACHMENT A OF FINAL JUDGMENT UNDER SEAL
Pursuant to LCvR 5.1 (j), plaintiff United States of America
and defendants AlliedSignal Inc. and Honeywell Inc. hereby move,
by stipulation, for an order granting the parties permission to
file Confidential Attachment A (defendants' list of selected
employees) of the Final Judgment in the above-entitled action
under seal. As grounds for this motion, the parties state that
the identified attachment contains competitively sensitive
information which would harm defendants if made public. This
Court has previously issued orders to seal comparable employee
information in United States v. Raytheon Co., No. 1: 97CV01515
(JR) (D.D.C. July 2, 1997), and in United States v. Raytheon Co.,
No. 1:97CV02397 (EGS) (D.D.C. October 24, 1997).
Dated: November 8, 1999
Respectfully submitted,
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