 |
 |
|
|
|
|
|
|
|
| | | |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1
.
DECISION & ORDER
|
EXTRACTED KEY WORDS
COMMISSION AUCTION MANHEIM ADT ASSETS TRUSTEE SUBSIDIARIES ACQUISITION TRADE COMMISSION ACT FEDERAL TRADE COMMISSION COX ENTERPRISES COMPLAINT DIVESTITURE ADT AUTOMOTIVE HOLDINGS COMPETITION KEY EMPLOYEES AGREEMENT BUSINESS PARAGRAPH THEREAFTER ADESA REPRESENTATIVES PURSUANT UNITED STATES VIOLATION AUTO AUCTION NOTIFICATION OFFICERS SUCCESSORS |
001-0098
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
In the Matter of
Manheim Auctions, Inc., Cox Enterprises, Inc., ADT Automotive
Holdings, Inc., and Tyco International, Ltd., corporations.
Docket No. C-3892
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the acquisition by Respondent Manheim Auctions, Inc.
("Manheim"), a wholly owned subsidiary of Respondent Cox Enterprises,
Inc. ("Cox"), of Respondent ADT Automotive Holdings, Inc. ("ADT"), a
wholly owned subsidiary of Respondent Tyco International, Ltd.
("Tyco"), and Respondents having been furnished thereafter with draft
of Complaint that the Bureau of Competition presented to the
Commission for its consideration and which, if issued, 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 attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Order ("Consent
Agreement"), containing an admission by Respondents of all the
jurisdictional facts set forth in the aforesaid draft of Complaint, a
statement that the signing of said Consent 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, or that the
facts as alleged in such Complaint, other than jurisdictional facts,
are true, 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 Respondents have
violated said Acts, and that a Complaint should issue stating its
charges in that respect, and having accepted the executed Consent
SNIPPETS:
|
|
2
.
COMPLAINT
|
EXTRACTED KEY WORDS
AUCTION MANHEIM COMPLAINT TRADE COMMISSION ACT RESPONDENTS MANHEIM PROVISION FEDERAL TRADE COMMISSION COUNTRY SET CLAYTON ACT WMVA SERVICES COMPLAINT PARAGRAPH VIOLATION ADT ACQUISITION UNITED STATES AUTO AUCTION COX ENTERPRISES MOTOR VEHICLE ANTICOMPETITIVE EFFECTS LESSEN COMPETITION SUBSTANTIAL COMPETITORS EXACT ANTICOMPETITIVE PRICE AGREEMENT WHEREBY MANHEIM RELEVANT PRODUCT MARKET POTENTIAL COMPETITION METROPOLITAN AREA HHI ADT AUTOMOTIVE HOLDINGS VOTING SECURITIES FTC |
001-0098
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
Manheim Auctions, Inc., Cox Enterprises, Inc., ADT Automotive
Holdings, Inc., and Tyco International, Ltd., corporations.
Docket No. C-3982
COMPLAINT
Pursuant to the provisions of the Federal Trade Commission Act and the
Clayton Act, and by virtue of the authority vested in it by said Acts,
the Federal Trade Commission ("Commission"), having reason to believe
that Respondents Manheim Auctions, Inc. ("Manheim"), Cox Enterprises,
Inc. ("Cox"), ADT Automotive Holdings, Inc. ("ADT") and Tyco
International, Ltd. ("Tyco"), have entered into an agreement whereby
Manheim would acquire all of the voting securities of ADT in violation
of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and
Section 5 of the Federal Trade Commission Act ("FTC Act"), as amended,
15 U.S.C. § 45, and it appearing to the Commission that a proceeding
in respect thereof would be in the public interest, hereby issues its
Complaint pursuant to Section 11 of the Clayton Act, as amended, 15
U.S.C. § 21, and Section 5(b) of the FTC Act, as amended, 15 U.S.C.
§ 45(b), stating its charges as follows:
Manheim and Cox
1. Manheim 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 1400 Lake Hearn
Drive, N.E., Atlanta, Georgia 30319.
2. Manheim is a wholly owned subsidiary of Cox, a corporation with its
office and principal place of business located at 1400 Lake Hearn
Drive, N.E., Atlanta, Georgia 30319.
3. Manheim is the largest wholesale motor vehicle auction company in
the United States. It operates 65 auctions in the United States and
auctioned more than 6.5 million motor vehicles in 1998.
4. At all times relevant herein, Respondents Manheim and Cox have been
and are now engaged in commerce as "commerce" is defined in Section 1
of the Clayton Act, as amended, 15 U.S.C. § 12, and are corporations
whose businesses are in or affecting commerce as "commerce" is defined
SNIPPETS:
|
|
3
.
AGREEMENT CONTAINING CONSENT
|
EXTRACTED KEY WORDS
CONSENT AGREEMENT COMMISSION COMPLAINT MANHEIM AUCTIONS TYCO BUSINESS COX ENTERPRISES LAWS ADT AUTOMOTIVE HOLDINGS ACCEPTANCE SUBSIDIARIES COUNSEL FACTS DRAFT CONTEMPLATES MANNER PUBLIC RECORD NORTHWEST REGION FEDERAL TRADE COMMISSION HEREBY VIRTUE PURSUANT REPORTS ATTORNEYS DELAWARE ATLANTA GEORGIA BERMUDA JURISDICTIONAL FACTS |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
Manheim Auctions, Inc., Cox Enterprises, Inc., ADT Automotive
Holdings, Inc., and Tyco International, Ltd., corporations.
File No. 001-0098
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having initiated an
investigation of the proposed merger involving Manheim Auctions, Inc.
("Manheim"), a wholly owned subsidiary of Cox Enterprises, Inc.
("Cox"), and ADT Automotive Holdings, Inc. ("ADT"), a wholly owned
subsidiary of Tyco International, Ltd. ("Tyco"), and it now appearing
that Manheim, Cox, ADT and Tyco sometimes referred to as "Proposed
Respondents", are willing to enter into this Agreement Containing
Consent Order ("Consent Agreement") to divest certain assets and
providing for other relief:
IT IS HEREBY AGREED by and between Proposed Respondents, by their duly
authorized officers and attorneys, and counsel for the Commission
that:
1. Proposed Respondent Manheim 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 1400 Lake Hearn Drive, N.E. Atlanta,
Georgia 30319.
2. Proposed Respondent Cox is a corporation with its office and
principal place of business located at 1400 Lake Hearn Drive,
N.E. Atlanta, Georgia 30319.
3. Proposed Respondent ADT 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 435 Metroplex Drive, Nashville, Tennessee 37211.
4. Proposed Respondent Tyco is a corporation organized,
existing and doing business under and by virtue of the laws of
Bermuda, with its office and principal place of business
located at The Zurich Center, Second Floor, 90 Pitts Bay Road,
Pembroke HM08, Bermuda. Tyco's principal operating subsidiary
in the United States is located at One Tyco Park, Exeter, New
Hampshire 03833.
SNIPPETS:
|
|
4
.
ANALYSIS
|
EXTRACTED KEY WORDS
PROPOSED ORDER DIVEST MANHEIM COMPETITION COMMISSION PROPOSED RESPONDENTS ACQUIRER PROPOSED ACQUISITION MOTOR VEHICLES ADT WHOLESALE ADESA REQUIRING METROPOLITAN AREA PROPOSED COMPLAINT PHOENIX REPORTS PROVISION ALLEGES FEDERAL TRADE AGREEMENT ANTICOMPETITIVE EFFECTS WMVA SERVICES BUYERS ACCEPTING MOREOVER MARKET CUSTOMERS DIVESTED ASSETS |
Analysis of the Complaint and Proposed Consent Order to Aid Public
Comment
I. Introduction
The Federal Trade Commission ("Commission") has accepted for public
comment an Agreement Containing Consent Order ("proposed order") with
Manheim Auctions, Inc. ("Manheim"), Tyco International, Ltd. ("Tyco"),
ADT Automotive Holdings, Inc. ("ADT"), and Cox Enterprises, Inc.
("Cox") (collectively "Proposed Respondents"). The proposed order
seeks to remedy the anticompetitive effects of Manheim's proposed
acquisition of ADT's wholesale motor vehicle auctions by requiring
Manheim to divest eight of the acquired ADT auctions in locations
where Manheim already owns auctions and its ownership of these
acquired auctions would likely injure competition. Moreover, the
proposed order seeks to remedy the anticompetitive effects of
Manheim's 1996 acquisition of an auction in the Phoenix, Arizona area
by requiring Manheim to divest one of its Phoenix-area auctions.
II. Description of the Parties and the Proposed Acquisition
Manheim, a Delaware corporation, is a wholly-owned subsidiary of Cox
and is the largest auto auction company in the United States. Manheim
operates 65 auctions nationwide and reported sales of 4.1 million
vehicles in 1999. Manheim has acquired 55 auctions in the last 10
years. ADT, a Delaware corporation, is a wholly owned subsidiary of
Tyco and is the third-largest auction company in the United States.
ADT operates 28 auctions nationwide and reported sales of 1.3 million
automobiles in 1999.
By the terms of a Stock Purchase Agreement dated January 13, 2000,
Manheim will acquire all of ADT's outstanding voting stock for
approximately $1 billion.
In a separate transaction that occurred in 1996, Manheim acquired JM
Family Enterprises, Inc., its sole competitor in the provision of
wholesale motor vehicle auction services in the greater metropolitan
area of Phoenix, Arizona.
III. The Proposed Complaint
The proposed complaint alleges that the relevant line of commerce
(i.e., the product market) in which to analyze this transaction is the
provision of wholesale motor vehicle auction services ("WMVA
services") by major vehicle auctioneers. These services include
marshaling motor vehicles before auctions, preparing condition
reports, reconditioning the motor vehicles, promoting and marketing
auctions to potential buyers, auctioning motor vehicles, and reporting
SNIPPETS:
|
|
|
| | | |
|
|
