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1
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PLAINTIFF EXPLANATION OF CONSENT DECREE PROCEDURES
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EXTRACTED KEY WORDS
ENTRY PLAINTIFF UNITED STATES APPA STIPULATION PURSUANT ANTITRUST COURT CONSENT SETTLE PARTIES MOTION TRANSACTION RELATING IMPACT STATEMENT REGISTER RESPONSES GOVERN BEHAVIOR RELATING ENTERED PURSUANT NEWSPAPERS PRIOR MEMBERS UNITED STATES DEPARTMENT JUSTICE ANTITRUST DIVISION EXPIRATION WITHDRAW PARAGRAPH |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
:
UNITED STATES OF AMERICA, :
Plaintiff,
v.
CBS CORPORATION :
:
and :
:
INFINITY BROADCASTING CORPORATION :
:
and :
:
OUTDOOR SYSTEMS, INC.
: :
ET. AL,
Defendants.
:
:
PLAINTIFF'S EXPLANATION OF CONSENT DECREE PROCEDURES
Plaintiff, the United States of America, submits this short memorandum summarizing the
procedures regarding the Court's entry of the proposed Final Judgment. The Judgment would settle
this case pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. §§ 16 (b)-(h) (the
"APPA"), which applies to civil antitrust cases brought and settled by the United States.
1. Today, plaintiff has filed a Complaint, a proposed Final Judgment, a
Order by which the parties have agreed to the Court's entry of the proposed Final Judgment following
compliance with the APPA, and a Motion to Enter the Stipulation and Order. The defendants have
agreed not to consummate their transaction until the Court signs the Stipulation and Order. The
entry of the Stipulation and Order will enable it immediately to govern the parties' behavior
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2
.
MOTION FOR ENTRY OF STIPULATION AND ORDER
|
EXTRACTED KEY WORDS
PLAINTIFF ENTRY STIPULATION INFINITY BROADCASTING CORPORATION ANTITRUST JUDGEMENT REQUIRING CONSUMMATE TRANSACTION COURT CIVIL ANTITRUST MERGER OUTDOOR SYSTEMS CBS-OWNED INFINITY BROADCASTING SETTLE COMPLAINT DIVESTITURES ABIDE PROVISIONS JUDGMENT PENDING COMPLIANCE ANTITRUST PROCEDURES PENALTIES ACT AUTHORIZED PLAINTIFF CONCUR MOTION PERMIT |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
:
UNITED STATES OF AMERICA, :
:
Plaintiff, : :
v. :
:
CBS CORPORATION : :
and : :
INFINITY BROADCASTING CORPORATION:
:
and : :
OUTDOOR SYSTEMS, INC., ::
ET. AL, :
:
Defendants. :
:
MOTION FOR ENTRY OF
STIPULATION AND ORDER
Plaintiff moves the Court for entry of the Stipulation and Order filed today in this
merger case on the following grounds:
1. Plaintiff filed a Complaint today challenging a proposed acquisition by CBS
Corporation ("CBS") of Outdoor Systems, Inc., CBS-owned Infinity Broadcasting Corporation
("Infinity") . At the same time, plaintiff filed a proposed Final Judgment that would settle the
the Complaint by requiring certain divestitures by the defendants.
2. In the Stipulation and Order, defendants have agreed to abide by and comply with all
the terms and provisions of the proposed Final Judgment pending its entry after compliance with the
requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16. Defendants also have
agreed not to consummate their transaction before the entry of the Stipulation and Order.
3. Defendants have authorized plaintiff to state that they concur in this motion.
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3
.
STIPULATION AND ORDER
|
EXTRACTED KEY WORDS
JUDGEMENT STIPULATION PARTIES ENTRY PROVISIONS PARTY PLAINTIFF DEFENDANTS UNITED STATES DISTRICT MOTION COMPLIANCE WITHDRAWN CONSENT APPEALS COURT RULING DECLINING SIGNING EQUAL FORCE WRITING PARAGRAPH ENTERED PURSUANT ORDERED CONTINUED COMPLIANCE OBLIGATIONS PREJUDICE RAISE HARDSHIP MODIFY PROVISIONS CONTAINED THEREIN WASHINGTON |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
:
UNITED STATES OF AMERICA,
Plaintiff,
v.
:
CBS CORPORATION;
INFINITY BROADCASTING CORPORATION;
and
OUTDOOR SYSTEMS, INC. :
:
Defendants. :
STIPULATION AND ORDER
It is stipulated by and between the undersigned parties, by their respective attorneys,
1. The Court has jurisdiction over the subject matter of this action and over
parties hereto, and venue of this action is proper in the United States District Court for the
Columbia.
2. The parties stipulate that a Final Judgment in the form hereto attached may
entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after
compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and
without further notice to any party or other proceedings, provided that plaintiff has not withdrawn
consent, which it may do at any time before the entry of the proposed Final Judgment by serving
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
any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the
of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final
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4
.
PROPOSED FINAL JUDGMENT
|
EXTRACTED KEY WORDS
DIVESTITURES JUDGEMENT ASSETS UNITED STATES ADVERTISING METROPOLITAN AREA SALE COURT OUT-OF-HOME ADVERTISING PLAINTIFF TRUSTEE ACQUIRER PURPOSE YORK CITY DISPLAY FACES COMPLAINT ATTORNEYS PROVISIONS APPROVALS ACCOMPLISH SOLE DISCRETION CREDIT RECORDS PERTAINING COMPETITION OSI CBS PHOENIX METROPOLITAN AREA NET REVENUES AUTHORITY BUSINESSES |
UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA, :
:
Plaintiff, : CASE
: JUDGE:
v. : DECK TYPE:
: DATE
CBS CORPORATION; :
:
:
INFINITY BROADCASTING :
CORPORATION; :
:
and :
:
OUTDOOR SYSTEMS, INC., :
:
:
:
Defendants. :
FINAL JUDGMENT
WHEREAS, plaintiff, the United States of America, filed its Complaint in this action on
December 6, 1999, and Plaintiff and Defendants by their respective attorneys, having consented to
entry of this Final Judgment without trial or adjudication of any issue of fact or law herein, and
this Final Judgment constituting any evidence against or an admission by any party with respect to
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 prompt and certain divestiture of the
out-of-home advertising assets in the Three Metropolitan Areas, as defined below, to ensure that
competition is substantially preserved;
AND WHEREAS, plaintiff requires Defendants to make the divestitures for the purpose of
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5
.
COMPETITIVE IMPACT STATEMENT
|
EXTRACTED KEY WORDS
JUDGEMENT METROPOLITAN AREAS CBS COMPETITION COURT UNITED STATES PLAINTIFF OSI OUT-OF-HOME ADVERTISING COMPLAINT YORK CITY AREA ANTITRUST ACQUISITION ENTRY CLAYTON ACT INFINITY COMPETITIVE IMPACT OUTDOOR SYSTEMS ADVERTISERS COMPETITIVE IMPACT STATEMENT PROCEEDING BROADCASTING CORPORATION OSI COMPETE DEFENDANTS DIVESTITURES APPA COMPLAINT ALLEGES ADVERTISING REVENUES EFFECTIVENESS |
UNITED STATES DISTRICT COURT
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
FOR THE DISTRICT OF COLUMBIA
_____________________________________
:
UNITED STATES OF AMERICA, :
:
Plaintiff, : Civil Action No. 1:99-CV3212
: (Judge Thomas Hogan)
:
v. : Filed December 6, 1999
:
CBS CORPORATION; :
COMPETITIVE IMPACT STATEMENT
:
:
:
INFINITY BROADCASTING :
CORPORATION; :
:
and :
:
OUTDOOR SYSTEMS, INC. :
:
:
Defendants. :
____________________________________ :
COMPETITIVE IMPACT
COMPETITIVE IMPACT STATEMENT
STATEMENT
Plaintiff, the United States of America, 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.
I. NATURE AND PURPOSE OF THE PROCEEDING
NATURE AND PURPOSE OF THE PROCEEDING
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6
.
COMPLAINT
|
EXTRACTED KEY WORDS
OUT-OF-HOME ADVERTISING METROPOLITAN AREAS OSI PRICES CBS MARKET COMPETITION TARGET AUDIENCE UNITED STATES ACQUISITION YORK FIRMS HHI CITY ADVERTISING COMPANIES CONSUMERS CLAYTON ACT BUSINESS MERGER ORLEANS METROPOLITAN PHOENIX METROPOLITAN MEDIA INFINITY DISTRICT CONSISTS CUSTOMERS SALE COMMERCE NATIONWIDE |
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
_________________________________:
UNITED STATES OF AMERICA, :
United States Department of Justice :
Antitrust Division :
1401 H Street, NW Suite 4000 :
Washington, DC 20530 : CASE NUMBER 1:99CV03212
:
Plaintiff, : JUDGE: Thomas F. Hogan
:
v. : DECK TYPE: Antitrust
:
CBS CORPORATION : DATE STAMP: 12/06/1999
51 West 52nd Street :
New York, New York 10019; :::
INFINITY BROADCASTING :
CORPORATION :
40 West 57th Street :
New York, New York 10019; :
:
and ::
OUTDOOR SYSTEMS, INC. :
12502 North Black Canyon Highway :
Phoenix, Arizona 85009 ::
Defendants. :
_________________________________ :
COMPLAINT
The United States of America, acting under the direction of the Attorney General of the
States, brings this action to prevent the proposed acquisition of Outdoor Systems, Inc. ("OSI") by
Corporation ("CBS") pursuant to and an Agreement and Plan of Merger between CBS and OSI dated
May 17, 1999.
I. Nature of the Action
1. CBS and OSI sell out-of-home advertising of various types, including billboards,
faces in subway cars and terminals, and signs that appear on bus shelters and the sides of buses.
compete to sell out-of-home advertising in three major metropolitan areas: (1) the New York, New
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