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1
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DECISION & ORDER
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EXTRACTED KEY WORDS
COMMISSION COMPLAINT FEDERAL TRADE COMMISSION TRENDMARK REPRESENTATION ACT OFFICER ADVERTISEMENT DISCLOSURE CONSUMER SALE DRUG LABELING ROBERT GATES BUSINESS DIRECTS PROMOTION AFFECTING COMMERCE WILLIAM MCCORMACK PRACTICES CONNECTION RELIABLE SCIENTIFIC EVIDENCE MANNER MATERIALS SUCCESSORS FOOD OFFERING DISTRIBUTION ENDORSEMENT |
9723255
B245224
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
In the Matter of
TrendMark Inc., also doing business as TrendMark International, a
corporation, William McCormack, individually and as an officer of the
corporation, and E. Robert Gates, individually and as an officer of
the corporation.
DOCKET NO. C-3829
DECISION AND ORDER
The Federal Trade Commission having initiated an investigation of
certain acts and practices of the respondents named in the caption
hereof, and the respondents having been furnished thereafter with a
copy of a draft of complaint which the New York Regional Office
proposed to present to the Commission for its consideration and which,
if issued by the Commission, would charge respondents with violation
of the Federal Trade Commission Act; and
The respondents, their attorney, and counsel for the Commission having
thereafter executed an agreement containing a consent order, an
admission by the 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, 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 the respondents have
violated the said Act, and that a complaint should issue stating its
charges in that respect, and having thereupon accepted the executed
consent agreement and placed such agreement on the public record for a
period of sixty (60) days, now in further conformity with the
procedure prescribed in Section 2.34 of its Rules, the Commission
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2
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CONSENT AGREEMENT
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EXTRACTED KEY WORDS
COMMISSION TRW AGREEMENT BDM CONSENT ORDER PROPOSED ACQUISITION FEDERAL TRADE COMMISSION SETA SERVICES UNITED STATES COMPLAINT DIVEST BUSINESS TRUSTEE LAWS SETA SERVICES OPERATIONS DIVESTITURE BALLISTIC MISSILE DEFENSE TRADE COMMISSION ACT NON-PUBLIC BMDO INFORMATION BMD SYSTEM JURISDICTIONAL FACTS MISSILE DEFENSE ORGANIZATION COMPETITION AMERICA PROPOSED RESPONDENT WAIVES PUBLIC RECORD REPRESENTATIVES COMPLIANCE CONSUMMATES |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
______________________________)
In the matter of ))
TRW Inc., ) File No. 981-0081
a corporation. )
__________________
_______________)
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having
initiated an investigation of the proposed acquisition by TRW
Inc. ("TRW") of BDM International Inc. ("BDM"), and it now
appearing that TRW, hereinafter sometimes referred to as
"proposed respondent," is willing to enter into an agreement
containing a consent order to divest certain assets and providing
for other relief:
IT IS HEREBY AGREED by and between proposed respondent, by
its duly authorized officers and attorney, and counsel for the
Commission that:
1. Proposed respondent TRW is a corporation organized, existing
and doing business under and by virtue of the laws of the
State of Ohio with its office and principal place of
business located at 1900 Richmond Road, Cleveland, Ohio,
44124.
2. Proposed respondent admits all the jurisdictional facts set
forth in the draft of complaint here attached.
3. Proposed respondent waives:
a. any further procedural steps;
b. the requirement that the Commission's decision contain
a statement of findings of fact and conclusions of law;
c. all rights to seek judicial review or otherwise to
challenge or contest the validity of the order entered
pursuant to this agreement; and
d. any claim under the Equal Access to Justice Act.
4. Proposed respondent shall submit, within thirty (30) days of
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3
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COMPLAINT
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EXTRACTED KEY WORDS
RESPONDENTS NEURO-THIN THIN-THIN DIET ACTS TRENDMARK REPRESENTATIONS FEDERAL TRADE COMMISSION WEIGHT OFFICER PRACTICES FAT PARAGRAPH ADVERTISEMENTS ALLEGES COMPLAINT WEIGHT LOSS BUSINESS REASON DIRECTS FOODS EXHIBIT POUNDS CHOLESTEROL REPRESENTATIONS SET ADEQUATE ENDORSEMENTS DISTRIBUTORS AFFECTING COMMERCE WEBSITE |
9723255
B245224
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
In the Matter of
TrendMark Inc., also doing business as TrendMark International, a
corporation,
William McCormack, individually and as an officer of the corporation,
and
E. Robert Gates, individually and as an officer of the corporation.
DOCKET NO. C-3829
COMPLAINT
The Federal Trade Commission, having reason to believe that TrendMark
Inc., a corporation, William McCormack, and E. Robert Gates,
individually and as officers of the corporation ("respondents"), have
violated the provisions of the Federal Trade Commission Act, and it
appearing to the Commission that this proceeding is in the public
interest, alleges:
1. Respondent TrendMark Inc. ("TrendMark") is a Tennessee corporation
with its principal office or place of business at 3665 South Perkins,
Suite 8, Memphis, TN 33183.
2. Respondent William McCormack is an owner and officer of respondent
TrendMark. Individually or in concert with others, he formulates,
directs, or controls the policies, acts, or practices of TrendMark,
including the acts or practices alleged in this complaint. His
principal office or place of business is the same as that of
TrendMark.
3. Respondent E. Robert Gates is an owner and officer of respondent
TrendMark. Individually or in concert with others, he formulates,
directs, or controls the policies, acts, or practices of TrendMark,
including the acts or practices alleged in this complaint. His
principal office or place of business is the same as that of
TrendMark.
4. Respondents have manufactured, advertised, labeled, offered for
sale, sold, and distributed over-the-counter weight-loss products to
the public called "Neuro-Thin" and "Lipo-Thin." Neuro-Thin and
Lipo-Thin are "foods" or "drugs," within the meaning of Sections 12
and 15 of the Federal Trade Commission Act.
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4
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AZCUENAGA STATEMENT
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EXTRACTED KEY WORDS
COMMISSION NATIONAL SECURITY TRANSACTION CONCURRING STATEMENT PROPOSED TRANSACTION DIVESTITURE DOCKET IMPLICATIONS PARTICIPANT INTEGRITY ASSISTANCE INCLUSION STATUTE TECHNICAL ASSISTANCE REVIEWING COMMERCIAL TRANSACTIONS UNCOMMON IMPORTANCE OBTAINING ADVICE ACUTE SECURITY AGENCIES ASSESS VIABILITY PROPOSED BUYER BDM ASSETS INCONSISTENT ACCOMMODATE PARTNER LOCKHEED CORPORATION ARKLA |
Concurring Statement of
Commissioner Mary L. Azcuenaga
in TRW Inc./BDM
Docket No. C-3790
___________________________________
I agree with my colleagues that the final decision and order properly
addresses the anticompetitive implications of the proposed
transaction, and I concur in the Commission's decision except to the
extent that the order makes the Department of Defense a participant
with the Commission in giving antitrust approval to any divestiture
under the order.
As I said in my concurring statement in Litton Industries, Inc./PRC,
Docket No. C-3656 (May 7, 1996), with due deference to the Department
of Defense and in full recognition that it has the power to decide the
firms with which it will deal for goods and services vital to the
national security, no persuasive argument has been presented to
suggest that the Department has or should have a role in deciding the
competitive implications of a particular divestiture under Section 7
of the Clayton Act. No showing has been made that this case is unique,
that national security issues or concerns relating to the integrity of
the Ballistic Missile Defense Organization's Lead Systems Integrator
Program, to the extent they may be affected by this order, could not
have been addressed, as they apparently have been in other
defense-related transactions, without inclusion of the Department of
Defense as a necessary participant in a decision committed by statute
to the Commission.
The need to obtain technical assistance in reviewing commercial
transactions in sophisticated markets is not uncommon. The importance
of obtaining advice and assistance is especially acute in cases
involving issues of national security, a subject that is in the
province of the Department of Defense and other security agencies. The
Commission might well find it necessary to consult with the Department
of Defense both to assess the viability of a proposed buyer of the BDM
assets to be divested and to ensure that a proposed transaction is not
inconsistent with national security. I would have preferred, however,
to accommodate that need in this case by means other than making the
Department of Defense a partner with the Commission in interpreting
and applying a final order of the Commission.
______________
() See Lockheed Corporation, C-3576 (May 9, 1995); see also ARKLA,
Inc., 112 F.T.C. 509 (1989).
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