[Federal Register Volume 59, Number 215 (Tuesday, November 8, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-27640]


[[Page Unknown]]

[Federal Register: November 8, 1994]


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DEPARTMENT OF JUSTICE
Antitrust Division

 

U.S. v. Motorola, Inc. & Nextel Communications, Inc.; Proposed 
Final Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, a 
Stipulation, and a Competitive Impact Statement have been filed in the 
United States District Court for the District of Columbia in United 
States v. Motorola, Inc. and Nextel Communications, Inc., Civ. No. 
1:94CV02331
    The Complaint alleges that the agreement between Nextel and 
Motorola to transfer control of substantial portions of Motorola's SMR 
service business to Nextel, both through Nextel's purchase of a 
substantial portion of Motorola's SMR frequencies and its assumption of 
management control of most of Motorola's remaining SMR frequencies, 
violates section 7 of the Clayton Act, as amended, 15 U.S.C. 18. The 
Complaint alleges that the two companies are each other's chief 
competitor and that the agreement between them is likely to 
substantially reduce competition in fifteen (15) major cities in the 
United States in the market for trunked SMR services. As a result of 
the transactions, Nextel would control virtually all of the service 
alternatives available for persons with a need for trunked SMR services 
in those cities and would be able to increase the prices of or reduce 
the quality or availability of such services.
    The proposed Final Judgment enjoins Nextel and Motorola from 
holding or acquiring more than a limited number of 900 MHz channels in 
fourteen of the cities and requires Nextel and Motorola to divest 
themselves of channels they hold above that number. Nextel and Motorola 
are also required to terminate, at the request of the licensee, the 
management agreements of 900 MHz licensees whose channels they manage. 
Nextel and Motorola are also required to divest themselves of a certain 
number of 800 MHz SMR channels in the city of Atlanta, Georgia.
    Public comment on the proposed Final Judgment is invited within the 
statutory 60-day comment period. Such comments and responses thereto 
will be published in the Federal Register and filed with the Court. 
Comments should be directed to George S. Baranko, Attorney, 
Communications and Finance Section, Antitrust Division, U.S. Department 
of Justice, 555 Fourth Street, N.W., Room 8104, Washington, D.C. 20001.
Constance K. Robinson,
Director of Operations, Antitrust Division.

In the United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Motorola, Inc. and 
Nextel Communications, Inc., Defendants, Civil Action No. 94-2331.

Stipulation

    It Is Hereby Stipulated and Agreed, by and between the 
undersigned parties, by their respective attorneys, that:
    1. The parties consent that a Final Judgment in the form hereto 
attached may be filed and 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. Sec. 16), and without further notice to any 
party or other proceedings, provided that plaintiff has not 
withdrawn its consent, which it may do at any time before the entry 
of the proposed Final Judgment by serving notice thereof on 
defendants and by filing that notice with the Court.
    2. The parties shall abide by and comply with the provisions of 
the Final Judgment pending entry of the Final Judgment.
    3. In the event plaintiff withdraws its consent or if the 
proposed Final Judgment is not entered pursuant to this Stipulation, 
this Stipulation will be of no effect whatever, and the making of 
this Stipulation shall be without prejudice to any party in this or 
any other proceeding.

    Dated: October 27, 1994.

    For the Plaintiff:
Anne K. Bingaman,
Assistant Attorney General.
Steven C. Sunshine,
Deputy Assistant Attorney General.
Constance K. Robinson,
Director of Operations.
Donald J. Russell,
Chief, Telecommunications Task Force.
George S. Baranko,
Katherine E. Brown,
J. Philip Sauntry, Jr.,
Susanna M. Zwerling,
Attorneys, Antitrust Division, U.S. Department of Justice, Washington, 
D.C. 20002, (202) 514-5640.

    For Defendant Nextel Communications, Inc.
Jones, Day, Reavis & Pogue,
    By:
Charles A. James,
A member of the Firm, 1450 G Street, N.W., Washington, D.C. 20005, 202-
879-3675.

    For Motorola, Inc.
David F. Hixson, Esquire,
Vice President and General Attorney, 1303 East Algonquin Road, 
Schaumburg, Illinois 60196, 708-576-3960.

In the United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Motorola, Inc. and 
Nextel Communications, Inc. Defendants. Civil Action No. 94 3221.

Final Judgment

    Plaintiff, United States of America, having filed its complaint 
herein on October 27, 1994; the parties, by their respective attorneys, 
having consented to the entry of this Final Judgment; and without this 
Final Judgment constituting any evidence against or admission by any 
party with respect to any issue of fact or law herein;
    Now, therefore, before the taking of any testimony, without trial 
or adjudication of any issue of fact or law; and upon the consent of 
the parties, it is hereby
    Ordered, Adjudged and Decreed as follows:
I

Jurisdiction

    This Court has jurisdiction over the parties and the subject matter 
of this action. The Complaint states a claim upon which relief may be 
granted against defendants under Section 7 of the Clayton Act, as 
amended (15 U.S.C. 18).
II

Definitions

    As used in this Final Judgment:
    A. ``Affiliate'' means any person in which Motorola or Nextel 
separately or in combination hold (i) the right, contractual or 
otherwise, to direct the management decisions, or (ii) an ownership 
interest of 50 percent or greater, unless defendants do not have the 
right to direct the management decisions.
    B. ``Category A City'' means any or all of the cities of Boston, 
Massachusetts; Chicago, Illinois; Dallas and Houston, Texas; Denver, 
Colorado, Los Angeles and San Francisco, California; Miami and Orlando, 
Florida; New York, New York; Philadelphia, Pennsylvania; and 
Washington, D.C.
    C. ``Category B City'' means either or both of the cities of 
Detroit, Michigan or Seattle, Washington.
    D. ``Category C City'' means the city of Atlanta, Georgia.
    E. ``Defendants'' means Nextel and/or Motorola.
    F. ``800 MHz channel'' means a trunked or conventional channel or 
frequency pair in the 800 MHz band within a 25 mile radius of the 
geographic center of Atlanta, capable of being used in providing 
trunked SMR service in accordance with the Federal Communications Act. 
Center coordinates are defined in 47 CFR 90.635 and in Federal 
Communications Commission Public Notice 43004, Private Radio 800 MHz 
Systems Application Waiting List, released May 27, 1994.
    G. ``900 MHz channel'' means a trunked or conventional channel or 
frequency pair in the 900 MHz band within a 25 mile radius of the 
geographic center of any city identified in section II paragraphs B and 
C, capable of being used in providing trunked SMR service in accordance 
with the Federal Communications Act. Center coordinates are defined in 
47 C.F.R. Sec. 90.635 and in Federal Communications Commission Public 
Notice 43004, Private Radio 800 MHz Systems Application Waiting List, 
released May 27, 1994. For the purposes of this Final Judgment, the 
location of channels shall be determined as of September 1, 1994.
    H. ``Management agreement'' means the SMR Systems Facilities 
Services Agreement, SMR User Acceptance Agreement and any and all such 
agreements relating to Motorola's and/or Nextel's management of an SMR 
license for any licensee.
    I. ``Motorola''means Motorola, Inc., each affiliate, subsidiary or 
division thereof, and each officer, director, employee, agent or other 
person acting for or on behalf of any of them.
    J. ``Nextel'' means Nextel Communications, Inc., each affiliate, 
subsidiary or division thereof, and each officer, director, employee, 
agent or other person acting for or on behalf of any of them. Nextel 
shall include OneComm Corporation as provided for in the Agreement and 
Plan of Merger dated July 13, 1994 and Dial Page, Inc. as provided for 
in the letter of intent dated August 5, 1994.
    K. ``Person'' means any natural person, corporation, association, 
firm, partnership or other legal entity.
    L. ``SMR infrastructure equipment'' means equipment (e.g., 
switches, transmission equipment, and radio base stations) used by an 
SMR service provider in or for the provision of SMR service anywhere in 
North America and includes related software, maintenance and support 
and other equipment, products or services used to provide SMR service.
    M. ``Specialized Mobile Radio System'' or ``SMR'' means a radio 
system in which licensees provide land mobile communication services 
(other than radio-location services) in the 800 MHz and 900 MHz bands 
on a commercial basis as defined and regulated in 47 C.F.R. Part 90.
III

Applicability

    A. The provisions of this Final Judgment shall apply to defendants, 
to each of their successors and assigns, to their subsidiaries, 
affiliates, directors, officers, managers, agents, and employees, and 
to all persons in active concert or participation with any of them who 
shall have received actual notice of this Final Judgment by personal 
service or otherwise.
    B. Nothing herein contained shall suggest that any portion of this 
Final Judgment is or has been created for the benefit of any third 
party and nothing herein shall be construed to provide any rights to 
any third party.
IV

Prohibited Conduct

    Defendants are enjoined and restrained as follows:
    A. Defendants as a group may not hold or acquire licenses for more 
than thirty (30) 900 MHz channels in any Category A City or more than 
ten (10) 900 MHz channels in any Category B City without the prior 
written permission of plaintiff. To the extent that defendants are 
currently the licensees for more than thirty (30) 900 MHz channels in 
any Category A City or more than then (10) 900 MHz channels in any 
Category B City, defendants shall divest fully and completely all 
licensed channels in excess of the relevant number and sell all SMR 
infrastructure equipment attributable to the divested channels to a 
person or persons approved by the plaintiff, provided, however, that 
the provisions of this Final Judgment shall have effect with respect to 
frequencies licensed under the authority of a foreign government.
    B. Defendants shall not finance any portion of the purchase of any 
license pursuant to a sale mandated by section IV. paragraph A of this 
Final Judgment without plaintiff's prior written permission.
    C. Except as permitted by paragraph E, defendants shall terminate 
management agreements relating to all 900 MHz channels in Category A 
and Category B Cities at the written request of the licensee. Further, 
defendants are prohibited from exercising, maintaining, enforcing or 
claiming any right of first refusal to purchase the system, license or 
operation relating to such channels, and are prohibited from 
exercising, maintaining, enforcing or claiming any right to select the 
SMR infrastructure equipment to be deployed on the systems.
    D. Except as permitted by paragraph E, defendants are further 
enjoined and restrained from taking any action to prevent or inhibit a 
licensee's termination of its management agreement and/or affiliating 
with a network controlled by a third-party pursuant to section IV. 
paragraph C, above. Defendants may, however, require a licensee to 
provide 120 days notice of an intent to exercise its rights under 
section IV. paragraph C, and may solicit customers of a terminating 
system to purchase defendants' services. Nothing in this paragraph 
shall impose any express or implied duty on the part of defendants to 
conduct business with any person.
    E. Notwithstanding the provisions of section IV. paragraphs C and 
D, above, defendants may (1) refuse to terminate a management 
agreement, (2) exercise, maintain, enforce or claim a right of first 
refusal to purchase, or (3) exercise, maintain, enforce or claim a 
right to select the SMR infrastructure equipment used by a 900 MHz 
channel in a Category A City when, including that channel, the 
defendants as a group control by license and by management agreement, 
combined, thirty (30) or fewer 900 MHz channels in that city. Further, 
defendants may (1) refuse to terminate a management agreement, (2) 
exercise, maintain, enforce or claim a right of first refusal to 
purchase, or (3) exercise, maintain, enforce or claim a right to select 
the SMR infrastructure equipment used by a 900 MHz channel in a 
Category B City when, including that channel, the defendants as a group 
control by license and by management agreement, combined, ten (10) or 
fewer 900 MHz channels in that city.
    F. Defendants shall fully and completely divest forty-two (42) 800 
MHz channels in the Category C City to a person or persons approved by 
the plaintiff. Defendants shall have the full discretion to designate 
the frequencies to be divested. The divestitures required by this 
paragraph shall be contingent upon closing of the transaction 
contemplated by the letter of intent between Nextel and Dial Page, 
Inc., dated August 5, 1994.
    G. Defendants are enjoined and restrained from entering into new 
management agreements for 900 MHz channels in any Category A or 
Category B Cities, except to channels owned or managed by defendants as 
of August 4, 1994, without the prior written permission of plaintiff. 
Defendants are further enjoined and restrained from holding or 
acquiring, either directly or indirectly, more than a five percent 
ownership interest in any corporation or entity that itself owns, 
controls, or manages, either directly or indirectly, 900 MHz channels 
in any Category A or B Cities without the prior written permission of 
the plaintiff unless the corporation's or entity's ownership, control 
or management of 900 MHz channels in combination with that of 
defendants is less than or equal to thirty (30) 900 MHz channels if a 
Category A city and ten (10) 900 MHz channels if a Category B city.
    H. For purposes of complying with the provisions of section IV. 
paragraphs A through F, defendants shall share information and enter 
agreements to the extent reasonably necessary to effect the allocation 
between them with respect to 900 MHz channels they will continue to 
license under the relevant number limit.
    I. Defendants shall take all reasonable steps to complete the 
required divestitures no later than 180 days after entry of this Final 
Judgment. Defendants shall provide plaintiff notice when the 
divestitures have been completed in accordance with the terms of this 
Final Judgment with respect to each city. In its sole discretion, 
plaintiff may extend the date by which defendants are required to 
divest rights in 900 MHz frequencies; provided however, that plaintiff 
shall extend the divestiture period to accommodate proceedings by the 
Federal Communications Commission with respect to the transfer of any 
divested license.
    J. Until the divestitures required by this Final Judgment have been 
accomplished, defendants shall refrain from taking any action that 
would jeopardize the economic viability of properties to be divested.
V

Agent

    A. If defendants have not completed the required divestitures 
within 180 days of entry of this Final Judgment, the Court shall, upon 
application of the plaintiff, appoint an agent to effect the mandated 
sales. After the agent's appointment becomes effective, defendants 
immediately shall identify specific frequencies to be divested. 
Thereafter, only the agent, and not the defendants, shall have the 
right to sell excess licensed channels. The agent shall have the power 
and authority to effectuate the mandated sales at such price and on 
such terms as are then obtainable by the agent, to a purchaser 
acceptable to the plaintiff, subject to the provisions of this Final 
Judgment. The agent shall have such other powers as the Court deems 
appropriate. Defendants shall use all reasonable efforts to assist the 
agent in accomplishing the required sales. Defendants shall not object 
to a sale by the agent on any grounds other than malfeasance. Any such 
objection by defendants shall be conveyed to plaintiff and to the agent 
within fifteen (15) days after the agent has notified defendants of a 
proposed sale.
    B. The agent shall be a business broker with experience and 
expertise in the disposition of telecommunications properties. 
Plaintiff shall provide defendants with the names of not more than two 
nominees for the position of agent for the required divestiture. 
Defendants will notify plaintiff within five days thereafter whether 
either or both such nominees are acceptable. If either or both of such 
nominees are acceptable to defendants, plaintiff shall notify the Court 
of the person or persons upon whom the parties have agreed and the 
Court shall appoint one of the nominees as agent. If neither of such 
nominees is acceptable to defendants, defendants shall furnish to 
plaintiff within five days after plaintiff provides the names of its 
nominees, written notice of the names and qualifications of not more 
than two nominees for the position of agent for the required 
divestiture. Plaintiff shall furnish the Court the names and 
qualifications of its proposed nominees and the names and 
qualifications of the nominees proposed by defendants. The Court may 
hear the parties as to the qualifications of the nominees and shall 
appoint one of the nominees as agent.
    C. The agent shall serve at the cost and expense of defendants, on 
such terms and conditions as the Court may prescribe, and shall account 
for all monies derived from the sale of channels and all costs and 
expenses so incurred.
    D. The agency shall have full and complete access to the personnel, 
books, records, and facilities of the defendants relevant to excess 
licensed channels and the defendants shall develop such financial or 
other information relevant to the channels to be sold as the agent may 
request. Defendants shall take no action to interfere with or impede 
the agent's accomplishment of the sale and shall use their best efforts 
to assist the agent in accomplishing the required sale.
    E. After his or her appointment, the agent shall file monthly 
reports with the parties and the Court setting forth the agents' 
efforts to accomplish divestitures contemplated under this Final 
Judgment. If the agent has not accomplished such divestitures within 
six months after the agent's appointment, the agent shall thereupon 
promptly file with the Court a report setting forth (1) the agent's 
efforts to accomplish the required divestitures, (2) the reasons, in 
the agent's judgment, why the required divestitures have not been 
accomplished, and (3) the agent's recommendations. The agent at the 
same time shall furnish such report to the parties, who shall each have 
the right to be heard and to make additional recommendations. The Court 
thereafter shall enter such orders as it shall deem appropriate to 
carry out the purpose of the agency, which shall include, if necessary, 
extending the term of the agency and the term of the agent's 
appointment.
VI

Sanctions

    Nothing in this Final Judgment shall bar the United States from 
seeking, or the Court from imposing, against defendants or any person 
any relief available under any applicable provision of law.
VII

Plaintiff Access

    A. To determine or secure compliance with this Final Judgment and 
for no other purpose, duly authorized representatives of the plaintiff 
shall, upon written request of the Assistant Attorney General in charge 
of the Antitrust Division, and on reasonable notice to defendants, be 
permitted:
    1. access during defendant's office hours to inspect and copy all 
records and documents in their possession or control relating to any 
matters contained in this Final Judgment; and
    2. to interview defendants' officers, employees, trustees, or 
agents, who may have counsel present, regarding such matters. The 
interviews shall be subject to defendants' reasonable convenience and 
without restraint or interference from defendants.
    B. Upon written request of the Assistant Attorney General in charge 
of the Antitrust Division, defendants shall submit such written 
reports, under oath if requested, relating to any of the matters 
contained in this Final Judgment as may be reasonably requested.
    C. No information or documents obtained by the means provided in 
this section VII shall be divulged by plaintiff to any person other 
than a duly authorized representative of the executive branch of the 
United States or a duly authorized representative of the Federal 
Communications Commission, except in the course of legal proceedings to 
which the United States is a party, or for the purpose of securing 
compliance with this Final Judgment, or as otherwise required by law.
VIII

Further Elements of Decree

    A. Defendants shall provide each licensee subject to a management 
agreement with a copy of this Final Judgment and notice of their rights 
under this Final Judgment in a form approved by plaintiff within seven 
days of the date this Final Judgment is entered.
    B. This Final Judgment resolves issues with respect to: (1) 
defendants' consummated and proposed acquisitions of 800 MHz channels 
in the continental United States and Canada; (2) proposed mergers and 
acquisitions between Nextel, OneComm Corporation and Dial Page, Inc.; 
and (3) agreements between and among the defendants as of August 4, 
1994 with respect to the financing and construction of SMR systems. 
Nothing in this Final Judgment, expressly or by implication, is 
intended to affect defendants' activities except as specifically 
required herein.
    C. This Final Judgment shall expire ten years from the date of 
entry.
    D. Jurisdiction is retained by this Court for the purpose of 
enabling any of the parties to this Final Judgment to apply to this 
Court at any time for further orders and directions as may be necessary 
or appropriate to carry out or construe this Final Judgment, to modify 
or terminate any of its provisions, to enforce compliance, and to 
publish violations of its provisions.
    E. Five years after the entry of this Final Judgment, any party to 
this Final Judgment may seek modification of its substantive terms and 
obligations, and neither the absence of specific reference to a 
particular event in the Final Judgment, nor the foreseeability of such 
an event at the time this Final Judgment was entered, shall preclude 
this Court's consideration of any modification request.
    The common law applicable to modification of final judgments is not 
otherwise altered.
    F. Entry of this Final Judgment is in the public interest.

    Dated:

----------------------------------------------------------------------
United States District Judge

In the United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Motorola, Inc. and 
Nextel Communications, Inc. Defendants.

Case Number 1:94CV02331
Judge: Thomas F. Hogan
Deck Type: Antitrust
Date Stamp: 10/27/94

Competitive Impact Statement

    Pursuant to Section 2(b) of the Antitrust Procedures and Penalties 
Act (``APPA'') or ``Tunney Act''), 15 U.S.C. 16 (b)-(h), the United 
States, submits this Competitive Impact Statement relating to the 
proposed Final Judgment submitted for entry against Nextel 
Communications, Inc. (``Nextel'') and Motorola, Inc. (``Motorola'') in 
this civil antitrust proceeding.
I

Nature and Purpose of Proceeding

    On October 27, 1994, the United States filed a civil antitrust 
complaint, under Section 15 of the Clayton Act, as amended, 15 U.S.C. 
25, against Nextel and Motorola, alleging that an agreement between 
Nextel and Motorola violates Section 7 of the Clayton Act, as amended, 
15 U.S.C. 18. That agreement would transfer ownership of a substantial 
portion of Motorola's specialized mobile radio (``SMB'') business to 
Nextel and control of most of Motorola's remaining SMR business.
    The complaint alleges that the Nextel/Motorola transactions are 
likely to reduce competition substantially in fifteen (15) major cities 
in the United States in the market for ``trunked SMR services.'' SMR 
service is a form of dispatch service that enables a customer to 
communicate with a fleet of vehicles, such as delivery trucks, repair 
trucks and messenger services. SMR service also enables a vehicle to 
communicate with another member of the fleet. The transactions would 
allow Nextel to control virtually all the service alternatives 
available for persons with a need for trunked SMR services in those 
cities and increase the prices of or reduce the quality of such 
services. The complaint seeks, among other relief, to enjoin the 
combination of Nextel's and Motorola's trunked SMR operations and 
thereby to preserve competition in the relevant markets.
    On October 27, 1994, the United States, Nextel and Motorola filed a 
Stipulation by which they consented to the entry of a proposed Final 
Judgment designed to eliminate the anticompetitive effects of the 
transactions. Under the proposed Final Judgment, Nextel and Motorola 
will divest themselves of substantially all of their SMR channels in 
the 900 MHz radio band and release upon request of the license holder 
substantially all the 900 MHz SMR channels they manage in the cities of 
Boston, Massachusetts; Chicago, Illinois; Dallas and Houston, Texas; 
Detroit, Michigan; Los Angeles and San Francisco, California; Miami and 
Orlando, Florida; New York, New York; Philadelphia, Pennsylvania; 
Seattle, Washington; and Washington, DC. In addition, Nextel's and 
Motorola's freedom in the future to acquire 900 MHz channels in these 
cities and in Denver, Colorado would be significantly constrained. In 
Atlanta, Georgia, either Nextel or Motorola will sell 42 800 MHz 
channels to an independent SMR service provider.
    The United States, Nextel and Motorola have stipulated that the 
proposed Final Judgment may be entered after compliance with the APPA, 
unless the government withdraws its consent. Entry of the proposed 
Final Judgment would terminate this action, except that the Court would 
retain jurisdiction of construe, modify, and enforce the proposed Final 
Judgment and to punish violations of the Judgment.
II

Facts Giving Rise to the Alleged Violation

A. Product Market

    SMR service is a type of land mobile communications service used by 
customers such as contractors, service companies and delivery services 
that have significant field operations and need to provide their 
personnel with the ability to communicate directly with each other, 
either on a one-to-one or one-to-many basis. This type of service is 
commonly referred to as ``dispatch'' service. SMR service is provided 
pursuant to licenses granted by the Federal Communications Commission 
in the 800 MHz and 900 MHz radio bands.\1\
---------------------------------------------------------------------------

    \1\The regulations allocating the spectrum and governing its use 
are contained in 47 CFR Part 90, Subpart S, Secs. 90.601-90.659. A 
similar service is provided in the 220 MHz band, as discussed below.
---------------------------------------------------------------------------

    SMR services may be ``conventional'' or ``trunked.'' Conventional 
SMR service is a method of operation in which one or more radio 
frequency channels are assigned to mobile and base stations on a non-
exclusive, first come, first served, basis. Users listen to hear if the 
channel is being used by others and wait until other conversations on 
the channel are completed before using it themselves. Trunked SMR 
service allows a number of customers to share a number of channels by 
electronically assigning a channel to a customer when he or she wishes 
to use the system. Trunked SMR service affords customers greater 
privacy and more reliable channel availability than conventionally 
service.
    SMR systems have historically utilized high-elevation based 
stations to receive signals from transmitting radios, to allocate the 
signals among available channels and to transmit the enhanced signal to 
the intended recipients. In this deployment, SMR base stations have had 
a broad range, allowing users to communicate within the area of 
broadcast. An 800 MHz SMR system will generally broadcast throughout 
the entire area of the license, which covers a radius of 35 miles from 
the base station transmitter. A 900 MHz SMR system will cover a 
designated filing area as defined in 52 FR 1302 (January 12, 1987). In 
contrast, cellular telephone companies ``reuse'' spectrum by dividing a 
licensed service area into ``cells'' and reusing a frequency within the 
same system. Several cells would have to be used to transmit a 
communication to reach a group of vehicles; consequently, this method 
of operation is not well suited for SMR customers who need the 
capability of sending frequent, short messages over a broad area to one 
or to many recipients. Moreover, the FCC prohibits cellular companies 
from providing one-to-many dispatch service.
    The FCC initially allocated 280 800 MHz channels for trunked SMR 
service in every market.\2\ In 1988 the FCC allocated an additional 200 
900 MHz channels to trunked SMR services in 50 major cities across the 
country where allocated 800 MHz channels appeared inadequate to meet 
consumer demand for SMR service. In a few markets the FCC has taken 
back some 900 MHz channels because of the failure of licensees to 
construct their systems. Recently, the FCC has announced plans to 
auction the 900 MHz SMR spectrum it has taken back and the 900 MHz 
spectrum in markets where it had not previously been allocated. Even 
though the mobile radios used on 800 MHz and 900 MHz systems are not 
compatible with each other, 800 MHz and 900 MHz systems provide 
interchangeable service.
---------------------------------------------------------------------------

    \2\More than 280 800 MHz channels are currently being used for 
trunked SMR service in some cities through ``intercategory 
sharing.'' Regulations permit SMR licensees to include in their SMR 
systems unallocated channels assigned to industrial, land 
transportation or other private dispatch use in the 800 MHz band 
under certain conditions. In metropolitan areas where all 800 MHz 
channels have been allocated, intercategory sharing involves an 
agreement between an SMR service provider and a license holder of a 
channel allocated to one of these other service categories. In 
exchange for providing trunked SMR service to the industrial or 
other licensee, the SMR service provider is able to use the 
remaining capacity of the channel in its commercial SMR operations. 
Most private systems, however, utilize virtually all of the capacity 
of their channels and are unwilling to participate in intercategory 
sharing arrangements.
---------------------------------------------------------------------------

    In 1991 the FCC announced its intent to allocate channels in the 
220 MHz bandwidth for SMR services. The FCC allocated 100 channels for 
non-nationwide trunked use including private systems and SMR systems. 
Initiation of SMR service in the 220 MHz band, however, was delayed by 
litigation which was settled in March 1994. The delays led the FCC to 
extend the time holders of 220 MHz licenses had to construct their 
systems until April 4, 1995. If the systems are not constructed by that 
date, the licenses will revert to the FCC.
    SMR service in the 220 MHz band will be a substitute for SMR 
services in the 800 MHz and 900 MHz bands at some point in the future. 
At present, however, the only constructed 220 MHz SMR systems are in 
California. Systems are planned for, among other cities, Atlanta, 
Boston, Chicago, Dallas, Houston, Los Angeles, New York, Philadelphia, 
San Francisco, and Washington DC, but the scope of expected 
implementation varies by city. Further, 220 MHz service will require 
some time to gain commercial acceptance, just as 800 MHz and 900 MHz 
services required when they were first implemented. As a result, when 
220 MHz systems are constructed, they will not adequately discipline 
the parties' control of 800 MHz and 900 MHz systems in the 15 cities.
    The product market consists of trunked SMR service in the 800 MHz, 
900 MHz and 220 MHz bands. Conventional dispatch service is not a 
substitute for trunked SMR service because it affords lesser privacy 
and lower reliability. Cellular telephone service is not a substitute 
because it is significantly more expensive than SMR service, is 
significantly more difficult for customers to restrict communications 
to a defined fleet or group, and because it cannot be provided on a 
one-to-many dispatch basis.

B. Geographic Market

    SMR channels in the 800 MHz band are licensed by the FCC for a 35 
mile radius from a specific location. Subsequent applicants for 
licenses may apply for the same channel if they protect the coverage 
area of the first licensee. Channels in the 900 MHz band are licensed 
for designated filing areas, which generally approximate metropolitan 
statistical areas.
    SMR service providers seek to place their broadcast antennas in 
locations that will afford their users geographic coverage that will 
correspond to the area served by their fleet of vehicles. Consequently, 
frequently used sites include centrally located skyscrapers and 
mountains that shadow metropolitan areas, such as Stone Mountain 
outside Atlanta. Antenna sites are also placed to ensure coverage of 
high traffic areas, particularly downtown areas and important traffic 
arteries.
    The geographic markets consist of the license areas in which the 
FCC has authorized the provision of SMR service. In any particular 
city, the geographic market can be considered to include the twenty-
five mile radius from city center because SMR service providers must be 
able to cover the high-traffic downtown area.

C. Developments in the 800 MHz Band

    The FCC's early licensing policies of 800 MHz spectrum led to an 
industry of many small SMR service providers. Applicants could apply 
for up to five trunked channel pairs per market. To retain channels, an 
SMR provider had to build its facilities within one year and meet 
certain loading requirements. Trunked SMRs were required to be 
``loaded'' to 70 radio units per channel within five years. Systems not 
meeting the standards would have unloaded channels reassigned to 
applicants on a waiting list. Initially, the FCC limited radio 
equipment manufacturers, like Motorola, to one 20 channel trunked 
system nationwide.
    The FCC permitted Motorola and others to manage licenses held by 
other persons in exchange for a percentage of the revenues of the 
operation. Such ``Management'' agreements commonly assign the managing 
company responsibility for daily operations, grant the managing company 
the right to select the type of infrastructure equipment to be deployed 
by the system, and grant the managing company a right of first refusal 
in the event the licensee receives an offer to purchase the system. 
While the FCC requires that management agreements technically leave 
control of the operations in the hands of the licensee, managing 
companies generally have effective control of the channels they manage.
    In the last five years Nextel has become the primary supplier of 
trunked SMR services in the United States through its acquisition of 
dozens of small SMR companies, principally in the 800 MHz band. Nextel 
has also assumed responsibility for many contracts providing for the 
management of SMR licenses held by others.
    Nextel recently moved to establish a nationwide presence in the 800 
MHz band through its agreements of July 13, 1994, to acquire OneComm 
Corporation, which had been accumulating 800 MHz spectrum in sixteen 
Western states, and of August 5, 1994 to acquire Dial Page, Inc., which 
had been accumulating 800 MHz spectrum in twelve Southeastern states. 
As a result, Nextel controls far more 800 MHz SMR channels in the 
United States than any other company. It also owns or manages a large 
number of 900 MHZ SMR channels in cities across the United States.
    Nextel's numerous acquisitions of 800 MHz SMR service providers are 
part of a plan to replace the currently deployed analog technologies in 
those systems with the new Motorola Integrated Radio System (``MIRS'') 
digital technology developed by Motorola. The technology will be 
deployed in a multi-site configuration, much like that employed by 
cellular services providers. Use of digital technology and frequency 
re-use on Nextel's 800 MHz channels will greatly increase each system's 
capacity and, Nextel believes, allow it to implement a variety of 
services, including a more reliable and better quality telephone 
interconnect service that would compete with the cellular providers, 
and to continue as a dispatch service provider in the market it serves.
    Motorola is the second largest provider of trunked SMR services in 
the United States. It owns or manages a substantial number of 800 MHz 
and 900 MHz channels it has used to provide trunked SMR services.
    On August 4, 1994, Motorola and Nextel signed an agreement 
providing that Motorola would sell and Nextel would buy Motorola's 800 
MHz SMR business, including both owned (licensed) and managed channels. 
The agreement also provided that Nextel would manage Motorola's 900 MHz 
SMR business for three years; the agreement can be renewed for 
subsequent periods of two years. In return for its SMR business, 
Motorola would receive twenty-four percent (24%) of Nextel's voting 
securities. By agreements entered into the same day, Nextel committed 
to purchase Motorola equipment for its 800 MHz SMR business.

D. Harm to Competition Resulting from the Transactions

    The combination of Nextel's and Motorola's owned and managed 800 
MHz SMR channels as well as the parties' owned and managed 900 MHz 
channels would result in Nextel holding virtually all of the SMR 
spectrum in the markets of Atlanta, Georgia; Boston, Massachusetts; 
Chicago, Illinois; Dallas and Houston, Texas; Denver, Colorado; 
Detroit, Michigan; Los Angeles and San Francisco, California; Miami and 
Orlando, Florida; New York, New York; Philadelphia, Pennsylvania; 
Seattle, Washington; and Washington, DC. As a result of the 
consolidation, there would be few, if any, alternatives available to 
SMR customers in those areas, and the combined entity would have the 
ability to raise prices or reduce the quality or quantity of service.
III

Explanation of the Proposed Final Judgment

    The United States brought this action because the effect of the 
Nextel/Motorola transactions may be substantially to lessen competition 
in trunked SMR services in the relevant geographic markets in violation 
of Section 7 of the Clayton Act. The risk to competition posed by the 
transaction would be substantially eliminated by the relief provided in 
the proposed Final Judgment which will ensure that alternative trunked 
SMR service providers will be available in all the relevant geographic 
markets.
    Nextel's planned acquisition of Motorola's 800 MHz channels, 
following its numerous acquisitions of other SMR service providers, and 
its planned management of Motorola's 900 MHz SMR services would have 
the effect of eliminating all but a few suppliers of trunked SMR 
services in a number of cities in the United States. In San Francisco, 
for example, within 25 miles of the center of the city, Nextel 
currently owns or manages approximately 209 800 MHz channels and 42 900 
MHz channels. Motorola is the largest remaining provider of SMR 
services in San Francisco. It owns or manages approximately 45 800 MHz 
channels and 12 900 MHz channels there. The several other providers of 
trunked SMR services there currently hold, in total, licenses for 
approximately 35 800 MHz and 900 MHz channels on which they can provide 
trunked SMR service. While SMR service providers in the 220 MHz band 
have not yet completed construction of their systems, approximately 
half of the licensed 220 MHz channels are likely to be fully available 
service alternatives within the next two year.\3\ Even allowing for 
entry by 220 MHz operators, the resulting market concentration exceeds 
the levels the Antitrust Division has generally found to indicate that 
a transition may be anticompetitive.\4\
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    \3\The precise number of 220 MHz channels that will be 
operational in any particular city within the next two years cannot 
be determined. It is unlikely that all allocated 220 MHz channels 
that have been allocated for SMR services will be constructed in 
that time. However, even if all allocated 220 MHz channels in the 
fifteen cities are constructed and become operational within the 
next two years, given the overwhelming dominance of Nextel, those 
220 MHz services and the few independent 800 MHz and 900 MHz 
services will be inadequate, without more, to discipline Nextel's 
services.
    \4\The Antitrust Divison's Horizontal Merger Guidelines provide 
for the Division to consider the post-merger concentration and the 
increase in concentration resulting from a merger. The increase in 
concentration is measured by the Herfindahl-Hirschman Index which is 
calculated by summing the squares of the individual market shares of 
all the participants. The HHI thresholds are exceeded in each of the 
15 cities. Without considering the affect of 220 MHz channels, the 
HHI is currently greater than 2200 in each city and the transaction 
will increase the HHI by more than 1400 points. If 220 MHz services 
are included, the premerger HHI will be more than 1550 in each city 
and the transaction will increase the HHI by more than 600 points.
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    Nextel's consolidation of SMR spectrum, however, may enable it to 
create a third mobile telephone service to compete with established 
cellular services. The result could be a wider variety of wireless 
services at a lower cost in the near future. The Department saw 
substantial benefits to new competition in another market (the cellular 
telephone market) if Nextel could obtain sufficient capacity at 800 MHz 
to enable it to enter that market. Thus, the Department decided to 
limit the relief sought in this action to the 900 Mhz band (with the 
single exception of Atlanta).
    MIRS technology cannot be deployed on 900 MHz spectrum, and 
Nextel's ownership or control of 900 MHz spectrum is not necessary to 
obtain the benefits of new competition to the cellular companies. 
Rather, Nextel's ownership and management of a significant portion of 
900 MHz spectrum in cities where it will own and manage virtually all 
of the 800 MHz spectrum services to enhance its power over customers 
requiring trunked SMR services. Absent judicial intervention, Nextel 
will be able to raise prices and reduce the quality or quantity of 
services to such customers and inhabit the deployment of alternative 
technologies.
    The proposed Final Judgment preserves competition for trunked SMR 
customers by limiting the 900 MHz spectrum Nextel and Motorola will own 
and control for the next ten years. Nextel and Motorola together will 
have the power to control, by license and by management agreement, no 
more than 30 900 MHz channels in Boston, Massachusetts; Chicago, 
Illinois; Dallas and Houston, Texas; Los Angeles and San Francisco, 
California; Miami and Orlando, Florida; New York, New York; 
Philadelphia, Pennsylvania; and Washington, DC.; or 10 900 MHz channels 
in Detroit, Michigan and Seattle, Washington.\5\ Nextel and Motorola 
would be permitted to continue to own or manage a limited amount of 
spectrum indefinitely because: (1) Nextel's deployment of its 800 MHz 
digital mobile network will be facilitated by its control of a limited 
number of 900 MHz channels to use to transfer customers to the new 
service; (2) the number of channels required by the decree to be sold 
or released will be sufficient to permit the entry of new trunked SMR 
service providers for customers with a need for dispatch services; and 
(3) excluding Motorola from the 900 MHz band might foreclose its 
experimentation with new technologies there.
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    \5\Nextel and Motorola would be limited to a combined 10 900 in 
Seattle and Detroit because those are border cities where, by 
international agreement, only half of the available spectrum may be 
licensed by the United States.
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    Where Nextel and Motorola together currently own more than the 
permitted number of 900 MHz channels, the proposed Final Judgment 
requires that the channels in excess of the permitted amount be sold to 
a purchaser approved by the plaintiff. If they are unable to complete 
the sales within 180 days of the entry of the Final Judgment, upon 
application by plaintiff, the Court would appoint an agent to 
effectuate the mandated sales.
    The proposed Final Judgment also requires that Nextel and Motorola 
release management agreements relating to 900 MHz channels in affected 
cities at the request of the licensee unless Nextel and Motorola hold 
fewer than a specified number of channels in that particular market.\6\
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    \6\It is possible that Nextel and Motorola may control a greater 
number of 900 MHz channels in the relevant geographic markets if the 
licensees of managed systems do not request to be released from 
their management agreements. In any case, neither Nextel nor 
Motorola would be able to preclude the licensees from moving their 
licensed channels to other managers, networks or technologies.
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    Channels to be divested or released are defined as those within 25 
miles of the center point of each relevant city. This is to ensure that 
would-be competitors are able to secure spectrum in the central city 
areas where spectrum is most difficult to obtain and must be obtained 
in order to provide a competitive service.
    The proposed Final Judgment prohibits Nextel and Motorola from 
acquiring, either directly or indirectly, any ownership interest in or 
entering into new management agreements for 900 MHz channels in 
affected cities without the plaintiff's prior written permission.\7\ 
The Defendants may, however enter into new management agreements with 
respect to channels either Motorola or Nextel owned or managed as of 
August 4, 1994, provided that the new agreements are subject to section 
IV paragraphs C and D of the proposed Final Judgment. The proposed 
Final Judgment also prohibits the parties from acquiring, either 
directly or indirectly, more than a five percent ownership interest in 
any entity that itself owns, controls, or manages 900 MHz channels in 
those cities without the prior written permission of the United States, 
except that prior approval will not be required where the acquisition 
of ownership will not cause Motorola's and Nextel's combined channel 
position to exceed applicable thresholds.
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    \7\Neither Motorola nor Nextel own or manage any 900 MHz 
spectrum in Denver, Colorado and much of the 900 MHz SMR channels 
there reverted to the FCC because the license holders did not 
construct or load the systems. The proposed Final Judgment addresses 
the competitive problems in this market by limiting the amount of 
900 MHz spectrum the defendants may obtain in the future to 30 
channels.
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    In Atlanta, due to the existence of a viable purchaser, the parties 
are required to divest 42 800 MHz channels to a purchaser or purchasers 
acceptable to plaintiff.
    The United States, Nextel and Motorola have stipulated that the 
proposed Final Judgment may be entered by the Court at any time after 
compliance with the APPA. The proposed Final Judgment constitutes no 
admission by either party as to an issue of fact or law. Under the 
provisions of Section 2(e) of the APPA, entry of the proposed Final 
Judgment is conditioned upon a determination by the Court that the 
proposed Final Judgment is in the public interest.
    The term of the proposed Final Judgment is 10 years. It provides 
that the Court retains jurisdiction over this action, and any party may 
apply to the Court for any order necessary or appropriate for its 
modification, interpretation and enforcement. Such a request will be 
subject to common law standards of decree modification for five years 
after entry of the judgment. Thereafter, a party seeking modification 
may rely upon events that were known and foreseeable at the time of 
entry of the proposed Final Judgment, provided the grounds for 
modification at common law are otherwise met. The parties contemplate 
that a complete extinguishment of Motorola's relationship with Nextel 
would be a significant changed circumstance under the decree.
IV

Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. Sec. 15, provides that any 
person who has been injured as a result of conduct prohibited by the 
antitrust laws may bring suit in federal court to recover three times 
the damages the person has suffered, as well as costs and reasonable 
attorneys fees. Entry of the proposed Final Judgment will neither 
impair nor assist the bringing of any private antitrust action under 
the Clayton Act. Under the provisions of Section 5(a) of the Clayton 
Act, 15 U.S.C. Sec. 16(a), the proposed Final Judgment has no prima 
facie effect in any private lawsuit that may be brought against the 
defendant.
V

Procedures Available for Modification of the Proposed Final Judgment

    The APPA provides a period of at least sixty (60) days preceding 
the effective date of the proposed Final Judgment within which any 
person may submit to the United States written comments regarding the 
proposed Final Judgment. Any person who wishes to comment should do so 
within sixty (60) days of the date of publication of this Competitive 
Impact Statement in the Federal Register. The United States will 
evaluate the comments, determine whether it should withdraw its 
consent, and respond to the comments. The comments and response(s) of 
the United States will be filed with the Court and published in the 
Federal Register.
    Written comments should be submitted to George S. Baranka, 
Attorney, Communications and Finance Section, Antitrust Division, U.S. 
Department of Justice, 555 Fourth Street NW., Room 8104, Washington, DC 
20001.
VI

Alternatives to the Proposed Final Judgment

    As an alternative to the proposed Final Judgment, the United States 
considered litigation seeking to limit the number of 800 MHz channels 
Nextel held in each affected city. The United States rejected that 
alternative for two reasons: first, it is satisfied that the relief it 
has obtained relating to 900 MHz frequencies will adequately address 
the harm to competition alleged in the complaint; second, the 
Department did not want to inhibit Nextel's ability to offer cellular 
telephone service.
    The United States also considered the desirability of requiring the 
modification of the ancillary equipment agreements under which Nextel 
will purchase from Motorola infrastructure and subscriber equipment to 
construct its digital network. The Untied States rejected that 
alternative because Motorola's equipment pricing practices are likely 
to be constrained by those of other wireless equipment suppliers to the 
cellular service providers and to the personal communications service 
providers, which are expected to be soon authorized by the FCC.
VII

Standard of Review Under the Tunney Act for Proposed Final Judgment

    The APPA requires that proposed consent judgments in antitrust 
cases brought by the United States are subject to a sixty-day comment 
period, after which the court shall determine whether entry of the 
proposed Final Judgment ``is in the public interest.'' In making that 
determination,

the court may consider--
    (1) the competitive impact of such judgment, including termination 
of alleged violations, provisions for enforcement and modification, 
duration or relief sought, anticipated effects of alternative remedies 
actually considered, and any other considerations bearing upon the 
adequacy of such judgment;
    (2) the impact of entry of such judgment upon the public generally 
and individuals alleging specific injury from the violations set forth 
in the complaint including consideration of the public benefit, if any, 
to be derived from a determination of the issues at trial.

15 U.S.C. Sec. 16(e) (emphasis added). The courts have recognized that 
the term ``public interest'' ``take[s] meaning from the purposes of the 
regulatory legislation.'' NAACP versus Federal Power Comm'n, 425 U.S. 
662, 669 (1976). Since the purpose of the antitrust laws is to 
``preserv[e] free and unfettered competition as the rule of trade,'' 
Northern Pacific Railway Co. versus United States, 356 U.S. 1, 4 
(1958), the focus of the ``public interest'' inquiry under the Tunney 
Act is whether the proposed Final Judgment would serve the public 
interest in free and unfettered competition. United States versus 
American Cyanamid Co., 719 F.2d 558, 565 (2d Cir. 1983), cert. denied, 
465 U.S. 1101 (1984); United States versus Waste Management, Inc., 
1985-2 Trade Cas.  66,651, at 63,046 (D.D.C. 1985). In conducting this 
inquiry, ``the Court is nowhere compelled to go to trial or to engage 
in extended proceedings which might have the effect of vitiating the 
benefits of prompt and less costly settlement through the consent 
decree process.''\8\ Rather,

    \8\119 Cong. Rec. 24598 (1973). See United States versus 
Gillette Co., 406 F. Supp. 713, 715 (D. Mass. 1975). A ``public 
interest'' determination can be made properly on the basis of the 
Competitive Impact Statement and Response to Comments filed pursuant 
to the APPA. Although the APPA authorizes the use of additional 
procedures, 15 U.S.C. Sec. 16(f), those procedures are 
discretionary. A court need not invoke any of them unless it 
believes that the comments have raised significant issues and that 
further proceedings would aid the court in resolving those issues. 
See H.R. Rep. 93-1463, 93rd Cong. 2d Sess. 8-9, reprinted in (1974) 
U.S. Code Cong. & Ad. News 6535, 6538.
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absent a showing of corrupt failure of the government to discharge 
its duty, the Court, in making the public interest finding, should * 
* * carefully consider the explanations of the government in the 
competitive impact statement and its responses to comments in order 
to determine whether those explanations are reasonable under the 
circumstances.

United States versus Mid-America Dairymen, Inc., 1977-1 Trade Cas.  
61,508, at 71,980 (W.D. Mo. 1977).
    It is also unnecessary for the district court to ``engage in an 
unrestricted evaluation of what relief would best serve the public.'' 
United States versus BNS. Inc., 858 F.2d 456, 462 (9th Cir. 1988) 
quoting United States versus Bechtel Corp., 648 F.2d 660, 666 (9th 
Cir.), cert. denied, 454 U.S. 1083 (1981). Precedent requires that

the balancing of competing social and political interests affected 
by a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent decree.\9\
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    \9\United States versus Bechtel, 648 F.2d at 666 (citations 
omitted) (emphasis added); see United States versus BNS, Inc., 858 
F.2d at 463; United States versus National Broadcasting Co., 449 F. 
Supp. 1127, 1143 (C.D. Cal. 1978); United States versus Gillette 
Co., 406 F. Supp. at 716. See also United States versus American 
Cyanamid Co., 719 F.2d at 565.

    A proposed consent decree is an agreement between the parties which 
is reached after exhaustive negotiations and discussions. Parties do 
not hastily and thoughtlessly stipulate to a decree because, in doing 
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so, they

waive their right to litigate the issues involved in the case and 
thus save themselves the time, expense, and inevitable risk of 
litigation. Naturally, the agreement reached normally embodies a 
compromise; in exchange for the saving of cost and the elimination 
of risk, the parties each give up something they might have won had 
they proceeded with the litigation.

United States versus Armour & Co., 402 U.S. 673, 681 (1971).
    The proposed consent decree, therefore, should not be reviewed 
under a standard of whether it is certain to eliminate every 
anticompetitive effect of a particular practice or whether it mandates 
certainty of free competition in the future. Court approval of a Final 
Judgment requires a standard more flexible and less strict than the 
standard required for a finding of liability. ``[A] proposed decree 
must be approved even if it falls short of the remedy the court would 
impose on its own, as long as it falls within the range of 
acceptability or is `within the reaches of public interest.' (citations 
omitted).''\10\
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    \10\United States versus American Tel. and Tel Co., 552 F. Supp. 
131, 150 (D.D.C.), affd sub nom. Maryland versus United States, 460 
U.S. 1001 (1982) quoting United States versus Gillette Co., supra, 
406 F. Supp. at 716; United States versus Alcan Aluminum, Ltd., 605 
F. Supp. 619, 622 (W.D. Ky 1985).
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VIII

Determinative Documents

    No documents were determinative in the formulation of the proposed 
Final Judgments. Consequently, the United States has not attached any 
such documents to the proposed Final Judgment.


    Respectfully submitted,

    Dated: October 27, 1994.
Anne K. Bingaman,
Assistant Attorney General.
Steven C. Sunshine,
Deputy Assistant Attorney General.
Constance K. Robinson,
Director of Operations.
Jonathan M. Rich,
Assistant Chief, Communications & Finance Section.
George S. Baranko,
Katherine E. Brown,
J. Philip Sauntry, Jr.,
Susanna M. Zwerling,
Attorneys, U.S. Department of Justice, Antitrust Division, 555 4th 
Street, N.W., Washington, D.C. 20002, (202) 514-5640.
[FR Doc. 94-27640 Filed 11-7-94; 8:45 am]
BILLING CODE 4410-01-M