9810211
                                                                  B244993

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

   COMMISSIONERS:
          Robert Pitofsky, Chairman
          Sheila F. Anthony
          Mozelle W. Thompson
          Orson Swindle

                             In the Matter of

     GERALD W. SCHWARTZ, a person, ONEX CORPORATION, a corporation, SC
    INTERNATIONAL SERVICES, INC., a corporation,  and SKY CHEFS, INC., a
                               corporation.

                             Docket No. C-3828

                             DECISION AND ORDER

   The Federal Trade Commission ("Commission"), having initiated an
   investigation of the proposed acquisition of the voting securities of
   Ogden Aviation Food Services, Inc., and Odgen Aviation Food Services
   (ALC), Inc., by Gerald W. Schwartz, through his subsidiaries, Onex
   Corporation, SC International Services, Inc. and Sky Chefs, Inc.,
   (collectively "respondents"), and it now appearing that respondents,
   having been furnished with a copy of a draft complaint that the Bureau
   of Competition proposed to present to the Commission for its
   consideration and which, if issued by the Commission, would charge
   respondents with violations of Section 5 of the Federal Trade
   Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the
   Clayton Act, as amended, 15 U.S.C. § 18; and

   Respondents, their attorney, and counsel for the Commission having
   thereafter executed an agreement containing a consent order, an
   admission by respondents of all the jurisdictional facts set forth in
   the aforesaid draft of complaint, a statement that the signing of said
   agreement is for settlement purposes only and does not constitute an
   admission by respondents that the law has been violated as alleged in
   such complaint, and waivers and other provisions as required by the
   Commission's Rules; and

   The Commission having thereafter considered the matter and having
   determined that it had reason to believe that the respondents have
   violated the said Acts, and that complaint should issue stating its
   charges in that respect, and having thereupon accepted the executed

                                                                  9810211
                                                                  B244993

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                             In the Matter of

     GERALD W. SCHWARTZ, a person, ONEX CORPORATION, a corporation, SC
    INTERNATIONAL SERVICES, INC., a corporation, and SKY CHEFS, INC., a
                                corporation.

                             Docket No. C-3828

                                 COMPLAINT

   The Federal Trade Commission ("Commission"), having reason to believe
   that Gerald W. Schwartz, through his subsidiaries, Onex Corporation,
   SC International Services, Inc. and Sky Chefs, Inc., entered into a
   letter of intent to acquire all the voting stock of Ogden Aviation
   Food Services, Inc. and Ogden Aviation Food Services (ALC), Inc., and
   that the acquisition, if consummated, would result in a violation of
   Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, and
   Section 7 of the Clayton Act, 15 U.S.C. § 18, and it appearing to the
   Commission that a proceeding in respect thereof would be in the public
   interest, hereby issues its complaint, stating its charges as follows:

                             A. THE RESPONDENTS

   1. Respondent Gerald W. Schwartz ("Schwartz") is a natural person with
   a principal place of business located at Onex Corporation, 161 Bay
   Street, Toronto, Ontario, Canada M5J 2S1.

   2. Respondent Onex Corporation ("Onex"), a wholly-owned subsidiary of
   Gerald W. Schwartz, is a corporation organized, existing, and doing
   business under and by virtue of the laws of Ontario, Canada, with its
   office and principal place of business located at 161 Bay Street, P.O.
   Box 700, Toronto, Ontario, Canada M5J 2S1.

   3. Respondents Schwartz and Onex are engaged in diverse businesses
   that include in-flight catering, chain restaurant food service,
   electronics manufacturing and other businesses.

   4. Respondent SC International Services, Inc. ("SCIS"), is a
   corporation organized, existing, and doing business under and by
   virtue of the laws of the State of Delaware, with its office and
   principal place of business located at 524 East Lamar, Arlington, TX
   76011. SCIS is an indirect subsidiary of Onex.