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1
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DECISION & ORDER
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EXTRACTED KEY WORDS
PHILLIPS ASSETS AGREEMENT ACQUISITION GAS CONSENT ORDER FEDERAL TRADE COMMISSION RESPONDENT TRADE COMMISSION ACT TRUSTEE GPM GAS CORPORATION SUBSIDIARIES PIPELINE PHILLIPS PETROLEUM COMPANY DIVESTITURE UNITED STATES COMPLAINT COMPETITION ANR PIPELINE PARAGRAPH HEREINAFTER GAS GATHERING NOTIFICATION GAS-GATHERING ASSETS THEREAFTER ADMISSION JURISDICTIONAL FACTS SET REPRESENTATIVES RELEVANT GEOGRAPHIC AREA |
9610056
B217213
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS: Robert Pitofsky, Chairman
Mary L. Azcuenaga
Janet D. Steiger
Roscoe B. Starek, III
Christine A. Varney
)
)
In the Matter of )
) Docket No. C-3728
PHILLIPS PETROLEUM COMPANY, ) DECISION AND ORDER
a corporation. ))
)
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated
an investigation of the proposed acquisition by Phillips
Petroleum Company ("Phillips"), through its subsidiary GPM Gas
Corporation ("GPM"), of certain gas-gathering assets of ANR
Pipeline Company, a subsidiary of the Coastal Corporation
("Coastal"), and it now appearing that Phillips, hereinafter
sometimes referred to as "Respondent," 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 the Clayton Act and Federal Trade Commission Act;
and
Respondent, its attorney, and counsel for the Commission
having thereafter executed an agreement containing a consent
order, an admission by Respondent 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 Respondent 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 Respondent
has violated the said Acts, and that the complaint should issue
stating its charges in that respect, and having thereupon
accepted the executed consent agreement and placed such agreement
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2
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CONSENT AGREEMENT
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EXTRACTED KEY WORDS
PHILLIPS ASSETS AGREEMENT GAS ACQUISITION RESPONDENT OKLAHOMA FEDERAL TRADE COMMISSION ANR PIPELINE SUBSIDIARIES TRUSTEE COASTAL CORPORATION BUSINESS PHILLIPS PETROLEUM COMPANY PHILLIPS PETROLEUM PROCEEDING PARAGRAPH GAS GATHERING DIVESTITURE CONSENT ORDER GPM GAS COMPLAINT HEREINAFTER ATTORNEYS JURISDICTION GATHERING SERVICES NATURAL GAS COMPETITION |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of ))
PHILLIPS PETROLEUM COMPANY, ) File No.
)
a corporation. )
)
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having initiated an investigation of the
proposed acquisition by Phillips Petroleum Company ("Phillips"), through its subsidiary GPM Gas
Corporation ("GPM"), of certain gas-gathering assets of ANR Pipeline Company, a subsidiary of
the Coastal Corporation ("Coastal"), and it now appearing that Phillips, hereinafter sometimes
referred to as "Proposed Respondent," is willing to enter into an agreement containing an Order
to cease and desist engaging in certain activities, and providing for other relief:
IT IS HEREBY AGREED by and between Proposed Respondent, by its duly authorized
officers and attorneys, and counsel for the Commission that:
1. Proposed Respondent Phillips 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 Phillips Building, Bartlesville, Oklahoma 74004.
2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding
and of the Proposed Respondent, and the proceeding is in the public interest.
3. Proposed Respondent admits all the jurisdictional facts set forth in the draft of complaint
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3
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COMPLAINT
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EXTRACTED KEY WORDS
NATURAL GAS ACT PHILLIPS OKLAHOMA COMMERCE FEDERAL TRADE COMMISSION RESPONDENT PHILLIPS ANR ACQUISITION FTC ACT GAS GATHERING VIOLATION CLAYTON ACT GAS GATHERING SERVICES COUNTY POTENTIAL COMPETITION SUBSIDIARY GPM COMPLAINT BUSINESS MERGER PRODUCERS ASSETS PIPELINE CHARGES AGREEMENT ANALYZE COUNTRY BEAVER ELLIS |
9610056
B217213
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
)
In the Matter of )
)
PHILLIPS PETROLEUM COMPANY, )
a corporation. )
) Docket No. C-3728
)
)
)
COMPLAINT
The Federal Trade Commission ("Commission"), having reason
to believe that respondent Phillips Petroleum Company
("Phillips"), through its subsidiary GPM Gas Corporation ("GPM"),
is subject to the jurisdiction of the Commission and that
Phillips'acquisition of certain gas-gathering assets of ANR
Pipeline Company ("ANR"), a subsidiary of the Coastal
Corporation, is 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:
I. PHILLIPS
PARAGRAPH ONE: Respondent Phillips 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 at Phillips Building, Bartlesville, Oklahoma 74004.
PARAGRAPH TWO: Respondent Phillips is, and at all times relevant
herein has been, engaged in commerce, as "commerce" is defined in
Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and is
a corporation whose business is in or affects commerce, as
"commerce" is defined in Section 4 of the FTC Act, as amended, 15
U.S.C. § 44.
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4
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TOSCO LETTER
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EXTRACTED KEY WORDS
FEDERAL TRADE COMMISSION VIOLATION WASHINGTON GELFAND PHILLIPS PETROLEUM CORPORATION/TOSCO ACT DETERMINATION UNITED STATES AMERICA DAVID GOTTLIEB HAMILTON PENNSYLVANIA AVE FLOOR FTC FILE NONPUBLIC INVESTIGATION PROPOSED ACQUISITION TOSCO CORPORATION CLAYTON ACT REVIEW MATTER PENDENCY COMMISSION RESERVES DONALD CLARK |
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, DC 20580
September 14, 2001
David I. Gelfand, Esq.
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Ave., NW 10^th Floor
Washington, DC 20006
Re: Phillips Petroleum Corporation/Tosco Corporation
FTC File No. 011-0095
Dear Mr. Gelfand:
The Federal Trade Commission has conducted a nonpublic investigation
to determine whether the proposed acquisition of Tosco Corporation by
Phillips Petroleum Corporation may violate Section 7 of the Clayton
Act or Section 5 of the Federal Trade Commission Act.
Upon further review of this matter, it now appears that no further
action is warranted by the Commission at this time. Accordingly, the
investigation has been closed. This action is not to be construed as a
determination that a violation may not have occurred, just as the
pendency of an investigation should not be construed as a
determination that a violation has occurred. The Commission reserves
the right to take such further action as the public interest may
require.
By direction of the Commission.
Donald S. Clark
Secretary
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5
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PHILLIPS LETTER
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EXTRACTED KEY WORDS
FEDERAL TRADE COMMISSION VIOLATION GOTTS PHILLIPS PETROLEUM CORPORATION/TOSCO ACT DETERMINATION UNITED STATES AMERICA WASHINGTON ILENE KNABLE GOTTS WACHTELL LIPTON KATZ YORK FTC FILE NONPUBLIC INVESTIGATION PROPOSED ACQUISITION TOSCO CORPORATION CLAYTON ACT REVIEW MATTER PENDENCY COMMISSION RESERVES DONALD CLARK |
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, DC 20580
September 14, 2001
Ilene Knable Gotts, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52^nd St.
New York, NY 10019-6150
Re: Phillips Petroleum Corporation/Tosco Corporation
FTC File No. 011-0095
Dear Ms. Gotts:
The Federal Trade Commission has conducted a nonpublic investigation
to determine whether the proposed acquisition of Tosco Corporation by
Phillips Petroleum Corporation may violate Section 7 of the Clayton
Act or Section 5 of the Federal Trade Commission Act.
Upon further review of this matter, it now appears that no further
action is warranted by the Commission at this time. Accordingly, the
investigation has been closed. This action is not to be construed as a
determination that a violation may not have occurred, just as the
pendency of an investigation should not be construed as a
determination that a violation has occurred. The Commission reserves
the right to take such further action as the public interest may
require.
By direction of the Commission.
Donald S. Clark
Secretary
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6
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COMMISSION STATEMENT
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EXTRACTED KEY WORDS
COMMISSION PETROLEUM PHILLIPS CRUDE OIL REFINERS PETROLEUM PRODUCTS MARKETING ENFORCEMENT HORIZONTAL MERGER GUIDELINES GASOLINE DIVESTITURES ALASKA DOCKET ACQUISITION INDUSTRIES RESOLVE WEST COAST SALES TOSCO ENFORCEMENT ACTION ANTITRUST CONSUMER COMPETITION REFINING OKLAHOMA CHEVRON/TEXACO CONSOLIDATION COUNTRY UNLIKE |
Statement of the Commission
Phillips Petroleum Corporation/Tosco Corporation
File No. 011-0095
The Commission has voted unanimously to close its investigation of
Phillips Petroleum Corporation's acquisition of Tosco Corporation. We
write to provide the public with a clear understanding of our decision
in this particular merger transaction, as well as to explain what we
believe this enforcement decision portends for the Commission's merger
program generally.
Applying the Horizontal Merger Guidelines, as last revised in 1997,
the Commission has vigorously prosecuted anticompetitive mergers. For
example, in this past fiscal year, which ends on September 30, the
Commission has taken enforcement action against 19 mergers. Another
four mergers were abandoned after antitrust concerns were raised.
The Commission has applied the Horizontal Merger Guidelines across
numerous industries, including crude oil and refined petroleum
products. The supply and pricing of crude oil and refined petroleum
products not only have a direct impact on each and every individual
gasoline consumer, but they also affect the performance of much of our
economy. Most recently, the Commission has protected competition by
requiring significant divestitures in several major oil company
mergers:
* Exxon/Mobil: The Commission ordered divestitures to resolve
concerns in twelve markets involving the refining, transporting,
terminaling, and marketing of gasoline and other petroleum
products;
* BP Amoco/ARCO: The Commission ordered divestiture of ARCO assets
in Alaska and Oklahoma to resolve concerns in seven different
petroleum markets in Alaska, the West Coast, and Oklahoma; and
* Chevron/Texaco: The Commission ordered four divestitures -
including the sale of Texaco's interests in two Texaco/Shell joint
ventures - to resolve concerns involving various petroleum
products in markets ranging from Hawaii to the Southeast United
States.
In light of these previous enforcement actions and continued industry
consolidation, the Commission carefully reviewed this $7 billion
merger. We are satisfied that the Phillips/Tosco merger is different
from the cases described above, and it is not likely to harm
competition and consumers for several reasons.
First, the two merging companies substantially operate in different
parts of the country. The combined sales of these two firms would not
exceed 10 percent of the oil refining or gasoline marketing sales
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