[Federal Register Volume 59, Number 250 (Friday, December 30, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-32145]


[[Page Unknown]]

[Federal Register: December 30, 1994]


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DEPARTMENT OF JUSTICE

Antitrust Division

 

United States v. Classic Care Network, Inc., North Shore 
University Hospital, North Shore University Hospital at Glen Cove, 
Brookhaven Memorial Hospital Medical Center, Central Suffolk Hospital, 
Good Samaritan Hospital, Huntington Hospital, John T. Mather Memorial 
Hospital and South Nassau Communities Hospital, No. CV 94 5566 
(E.D.N.Y., filed December 5, 1994)

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16 (b)-(h), that a proposed Final Judgment, 
Stipulation and Competitive Impact Statement have been filed with the 
United States District Court for the Eastern District of New York in 
the above-captioned case.
    On November 29, 1994, the United States filed a complaint to 
prevent and restrain the defendants from violating Section 1 of the 
Sherman Act. The complaint alleges that the defendants created a joint 
sales agency, the purpose and effect of which was to eliminate 
discounting on inpatient hospital rates to licensed health maintenance 
organizations (HMOs) and to limit discounting on outpatient hospital 
rates to HMOs and managed care plans. Consequently, HMOs that operated 
in Nassau and Suffolk Counties in New York were prevented from 
contracting with the defendants for competitive rates for inpatient 
hospital services, and both HMOs and managed care plans were limited to 
contractual discounts on outpatient rates of no more than 10% off any 
defendant hospital's established rate for any outpatient procedure.
    The proposed Final Judgment prohibits the defendants from entering 
into or continuing to participate in any unlawful agreements between 
themselves or with any competing hospitals that would restrain price 
competition for the delivery of inpatient or outpatient hospital 
services to purchases of those services, such as HMOs and third-party 
payers, and that would ultimately raise the prices that individual 
consumers pay for health insurance coverage.
    Public comment is invited within the statutory 60-day period. Such 
comments will be published in the Federal Register and filed with 
Court. Comments should be addressed to Ralph T. Giordano, Chief, New 
York Office, U.S. Department of Justice, Antitrust Division, 26 Federal 
Plaza, Room 3630, New York, New York 10278 (telephone 212/264-0390).
Constance K. Robinson,
Director of Operations, Antitrust Division.

COMPLAINT

    The United States of America, by its attorneys, acting under the 
direction of the Attorney General of the United States, brings this 
civil action to obtain equitable relief against the above-named 
defendants and complains and alleges as follows:

I

Jurisdiction and Venue

    1. This Complaint is filed and these proceedings are instituted 
under Section 4 of the Sherman Act (15 U.S.C. 4) in order to prevent 
and restrain violation by defendants, as hereinafter alleged, of 
Section 1 of the Sherman Act (15 U.S.C. 1). This Court has jurisdiction 
over this matter pursuant to 28 U.S.C. 1331 and 1337.
    2. Defendants maintain offices, transact business and are found 
within the Eastern District of New York, within the meaning of 15 
U.S.C. 22 and 28 U.S.C. 1391(c).

II

Defendants

    3. Classic Care Network, Inc. (Classic Care) is a not-for-profit 
corporation organized and existing under the laws of the state of New 
York. Its principal place of business is Nassau County, New York. Each 
of the defendant hospitals is a member of Classic Care and is 
represented with a seat on Classic Care's board of Directors.
    4. North Shore University Hospital (North Shore) is a 440 bed, 
acute care, non-profit hospital corporation organized and existing 
under the laws of the State of New York with its principal place of 
business in Manhasset, New York. North Shore is a member of Classic 
Care and its Chief Executive Officer (CEO) serves as a voting director 
of Classic Care.
    5. North Shore University Hospital at Glen Cove (Glen Cove) is a 
265 bed acute care voluntary hospital organized and existing under the 
laws of the State of New York with its principal place of business in 
Glen Cove, New York. Since 1990 Glen Cove has been an affiliate of 
North Shore University Hospital. Glen Cove is a member of Classic Care 
and is represented by a non-voting director of Classic Care.
    6. Brookhaven Memorial Hospital Medical Center (Brookhaven) is a 
321 bed acute care voluntary hospital organized and existing under the 
laws of the State of New York and located in East Patchogue, New York. 
Brookhaven is a member of Classic Care and its CEO serves as a voting 
director of Classic Care.
    7. Central Suffolk Hospital (Central Suffolk) is a 214 bed acute 
care voluntary hospital organized and existing under the laws of the 
State of New York and located in Riverhead, New York. Central Suffolk 
is a member of Classic Care and its CEO serves as a voting director of 
Classic Care.
    8. Good Samaritan Hospital (Good Samaritan) is a 425 bed acute care 
voluntary hospital organized and existing under the laws of the State 
of New York and located in Bay Shore, New York. Good Samaritan is a 
member of Classic Care and its CEO serves as a voting director of 
Classic Care.
    9. Huntington Hospital (Huntington) is a 377 bed, acute care non-
profit hospital organized and existing under the laws of the State of 
New York and located in Huntington, New York. Huntington is a member of 
Classic Care and its CEO serves as a voting director of Classic Care.
    10. John T. Mather Memorial Hospital (Mather) is a 248 bed acute 
care voluntary hospital organized and existing under the laws of the 
State of New York and located in Port Jefferson, New York. Mather is a 
member of Classic Care and its CEO serves as a voting director of 
Classic Care.
    11. South Nassau Communities Hospital (South Nassau) is a 429 bed 
acute care voluntary hospital organized and existing under the laws of 
the State of New York and located in Oceanside, New York. South Nassau 
is a member of Classic Care and its CEO serves as a voting director of 
Classic Care.

III

Trade and Commerce

    12. Each of the defendant hospitals provides both general acute 
care inpatient and outpatient medical services in connection with the 
diagnosis, care and treatment of patients. Various of the defendant 
hospitals compete with each other and other hospitals in Nassau and 
Suffolk Counties for patients who are members of health maintenance 
organizations (HMOs) and managed care plans.
    13. General acute care hospitals compete for patients on the basis 
of price, quality, reputation and services. The defendant hospitals 
endeavor to maintain or increase their patient occupancy rates, 
admissions and the utilization of their outpatient services by seeking 
contracts with HMOs and managed care organizations pursuant to which 
those entities influence or direct their enrollees to use the 
facilities of defendant hospitals.
    14. Third-party payers provide health insurance coverage including 
coverage for inpatient hospitalization and outpatient hospital services 
for patients who either individually, or through their employer, have 
subscribed for that coverage and who pay a fixed rate or premium for 
that coverage. Third-party payers include both HMOs and managed care 
payers.
    15. An HMO in New York State must be licensed by the State in order 
to operate. HMOs provide reimbursement payments for inpatient services 
to the defendant hospitals at rates that are either determined by the 
state's Diagnosis Related Group (DRG) reimbursement system or, in 
accordance with New York State law, at discounted rates determined 
pursuant to a voluntary agreement between the HMO and the hospital.
    16. Voluntary agreements for discounted rates between HMOs and 
hospitals for the delivery of hospital services can include the 
adoption and utilization of per diem-based inpatient hospital rates. A 
per diem-based inpatient hospital rate rewards third-party payers such 
as HMOs with lower overall hospital prices for their members who 
require hospitalization based on efficient patient management and 
shorter lengths of stays at hospitals.
    17. Under New York State law both HMOs and managed care payers may 
enter into contracts with the defendant hospitals for discounted rates 
in connection with the provision of outpatient services to their 
subscribers or plan members.
    18. HMOs and managed care payers compete between themselves to 
obtain employer contracts and enrollees on the basis of price, 
services, convenience and other factors including the reputations of 
contracted providers including hospitals. They frequently seek to 
minimize their costs while also arranging for the participation of a 
sufficient number of reputable hospitals and other providers to attract 
members. HMOs and managed care payers periodically direct their members 
away from higher cost hospitals in favor of lower cost providers of 
hospital services in order to minimize their costs.
    19. In response to efforts by various HMOs to obtain discounts off 
inpatient hospitalization rates and to direct patients away from higher 
cost hospital providers in Nassau and Suffolk Counties to lower cost 
hospitals, the defendant hospitals formed Classic Care in the fall of 
1991 and signed a memorandum of understanding pursuant to which each 
defendant agreed (1) that no member of Classic Care would enter into 
any contract with an HMO or managed care payer without the collective 
approval of the defendant hospitals; and (2) that Classic Care would be 
the exclusive bargaining agent for the defendant hospitals in 
connection with any negotiations relating to contracts with HMOs and 
managed care payers.
    20. The defendant hospitals and Classic Care also entered into an 
understanding and agreement that no discounts would be permitted off 
any Classic Care member's inpatient hospital rates in contracts with 
HMOs or managed care payers and that discounts off any defendant 
hospital's outpatient rates would be limited to no more than 10% off 
those rates.
    21. The defendant hospitals purchase substantial amounts of 
supplies and equipment from out-of-state vendors that are shipped 
across state lines. The United States government sends from outside the 
State of New York substantial amounts of funds to the defendant 
hospitals to pay for the treatment of Medicare and Medicaid recipients 
residing in New York. The defendant hospitals also sell hospital 
services that are paid for by insurers, managed care plans and HMOs 
that are headquartered outside of New York State.
    22. The general business activities of the defendant hospitals and 
Classic Care, and the violations and practices described herein are 
within the flow of, or have a substantial effect upon interstate 
commerce.

IV

Violation Alleged

    23. Beginning at least as early as April of 1991, and continuing at 
least until January of 1992, defendants engaged in a continuing 
combination and conspiracy in unreasonable restraint of interstate 
trade and commerce in violation of Section 1 of the Sherman Act, 15 
U.S.C. 1. This offense is likely to recur unless the relief prayed for 
is granted.
    24. The combination and conspiracy consisted of an agreement among 
defendants to form a joint sales agency to coordinate contracting with 
HMOs, the purpose and effect of which was to prevent discounting off 
any defendant hospital's inpatient hospital rates and to limit 
discounting on outpatient rates to HMOs and managed care payers.
    25. In furtherance of this combination and conspiracy, defendant 
hospitals, Classic Care and others did the following things, among 
others:
    (a) Agreed to refrain from contracting with HMOs that sought to 
convert DRG rates on inpatient hospital services to per diem rates for 
those same services;
    (b) Agreed to prohibit discounts off any defendant hospital's 
inpatient hospital rates in connection with any negotiated contract 
between a defendant hospital and any HMO;
    (c) Agreed on the terms and conditions upon which a most favored 
nation clause proposed by a third-party payer for prices on outpatient 
rates would be accepted by the defendant hospitals; and
    (d) Agreed to limit discounts on outpatient services in contracts 
between the defendant hospitals and any HMO or managed care payer to no 
more than 10% off any defendant hospital's existing outpatient rates.

V

Effects

    26. The combination and conspiracy has had the following effects, 
among others:
    (a) unreasonably restrained price competition between the defendant 
hospitals for the sale of inpatient hospital services to HMOs;
    (b) unreasonably restrained price competition between the defendant 
hospitals for the sale of outpatient services to HMOs and managed care 
payers; and
    (c) deprived HMOs and managed care payers of the benefits of free 
and open competition in connection with the purchase of hospital 
services by those entities.

VI

Prayer

    Wherefore, Plaintiff prays:
    1. That the court adjudge and decree that the defendants have 
engaged in an unlawful combination and conspiracy in unreasonable 
restraint of interstate trade and commerce in violation of Section 1 of 
the Sherman Act.
    2. That each defendant, and each of their officers, administrators, 
agents, servants, representatives, employees, successors, and assigns, 
and all other persons acting or claiming to act under, through, or for 
any defendant, be enjoined and restrained for a period of 5 years from 
directly or indirectly continuing, maintaining, or renewing the alleged 
combination, conspiracy, contract, agreement, understanding, or concert 
of action or adopting or following any practice, plan, program or 
device having a similar purpose or effect as the alleged combination 
and conspiracy.
    3. That the defendants be required to institute a compliance 
program to ensure that defendants do not enter into, maintain or 
participate in any contract, agreement, plan, program, or other 
arrangement having a purpose or effect of continuing or renewing such 
combination or conspiracy, and that defendants are fully informed of 
the application of the antitrust laws to joint activities between 
hospitals.
    4. That plaintiff have such other and further relief as the nature 
of the case may require and the court may consider just and proper.

    Dated: December 5, 1994.
Anne K. Bingaman,
Assistant Attorney General.
Robert E. Litan,
Deputy Assistant Attorney General.
Mark C. Schechter,
Deputy Director of Operations.
Ralph T. Giordano,
Chief, New York Field Office.
Geoffrey Swaebe (GS6073)
Patricia L. Jannaco (PJ7155)
Attorneys, Antitrust Division, U.S. Department of Justice, 26 Federal 
Plaza, Rm. 3630, New York, N.Y. 10278, (212) 264-0652.

Certificate of Service

    I, Geoffrey Swaebe, hereby certify that on the 5th day of December, 
1994, I served the foregoing Complaint by causing copies thereof to be 
sent by Federal Express to:

John Stack, Esq., Winston & Strawn, 35 West Wacker Drive, Chicago, 
Illinois 60601, Counsel for Classic Care Network, Inc.
Robert Wild, Esq., Garfunkel, Wild & Travis, P.C., 175 Great Neck Road, 
Great Neck, New York 11021, Counsel for Brookhaven Memorial Hospital 
Medical Center, Central Suffolk Hospital, Good Samaritan Hospital, 
Huntington Hospital, John T. Mather Memorial Hospital and South Nassau 
Communities Hospital

and by hand delivery to:

Anthony J. D'Auria, Esq., Winston & Strawn, 175 Water Street, New York, 
New York 10038, Counsel for North Shore University Hospital and North 
Shore University Hospital at Glen Cove.
Geoffrey Swaebe,
Attorney, Antitrust Division, U.S. Department of Justice, 26 Federal 
Plaza, Room 3630, New York, New York 10278, (212) 264-0652.

Stipulation

    It is stipulated 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 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. 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. In the event Plaintiff withdraws its consent or if the proposed 
Final Judgment is not entered pursuant to this Stipulation, this 
Stipulation shall 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: December 5, 1994.

    For Plaintiff United States of America:
Anne K. Bingaman,
Assistant Attorney General.
Robert E. Litan,
Deputy Assistant Attorney General.
Mark C. Schechter,
Deputy Director of Operations.
Ralph T. Giordano,
Chief, New York Field Office.
Geoffrey Swaebe,
Patricia L. Jannaco,
Attorneys, Antitrust Division, U.S. Department of Justice, 26 Federal 
Plaza, Rm. 3630, New York, N.Y. 10278, (212) 264-0652
    For the Defendants:
John Stack,
Counsel for Classic Care Network, Inc.
Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60601.
Anthony J. D'Auria,
Counsel for North Shore University Hospital, and North Shore University 
Hospital at Glen Cove.
Winston & Strawn, 175 Water St., New York, New York 10038.
Robert Wild,
Counsel for Brookhaven Memorial Hospital Medical Center, Central 
Suffolk Hospital, Good Samaritan Hospital, Huntington Hospital, John T. 
Mather Memorial Hospital, and South Nassau Communities Hospital.
Garfunkel, Wild & Travis, P.C., 175 Great Neck Road, Great Neck, New 
York 11021.

FINAL JUDGMENT

    Plaintiff, United States of America, having filed its complaint on 
December 5, 1994, and plaintiff and defendants, by their respective 
attorneys, having consented to the entry of this Final Judgment without 
trial or adjudication of any issue of fact or law, and without this 
Final Judgment constituting any evidence against or an admission by any 
party with respect to any such issue;
    NOW, THEREFORE, before the taking of any testimony and without 
trial or adjudication of any issue of Fact or Law, and upon consent of 
the parties, it is hereby
    ORDERED, ADJUDGED AND DECREED as follows:

I

Jurisdiction

    This court has jurisdiction over the subject matter of and the 
parties to this action. The Complaint states a claim upon which relief 
may be granted against each defendant under Section 1 of the Sherman 
Act, 15 U.S.C. Sec. 1.

II

Definitions

    As used in this Final Judgment:
    A. ``Agreement'' means any contract, combination, conspiracy, 
concert of action, mutual understanding, formal or informal, express or 
implied, with any other person;
    B. ``Fee'' means any proposed, suggested, recommended, or actual 
charge, reimbursement rate, relative value conversion factor, relative 
value unit, case-based payment rate, price term or condition for any 
inpatient or outpatient hospital service or any methodology for 
determining or computing any of the foregoing. The term includes any 
actual or possible discount off any fee relating to any case-based 
diagnosis related group or any policy regarding any fee in any 
agreement between a hospital and a third-party payer, including the use 
of any most favored nation clause;
    C. ``Fee schedule'' means any list of hospital services showing a 
fee, range of fees, or methodology for determining or computing fees 
for such services;
    D. ``Inpatient hospital services'' means hospital services provided 
to patients who stay overnight at a hospital;
    E. ``Integrated joint venture'' means a joint arrangement to 
provide hospital services in which hospitals that would otherwise be 
competitors pool their capital to finance the venture, by themselves or 
together with others, and share substantial financial risk;
    F. ``Long Island area'' means Queens, Nassau and Suffolk Counties 
in the State of New York;
    G. ``Most favored nation clause'' means any term or condition in an 
agreement between a hospital and a third-party payer that provides that 
the hospital will not charge any other payer a lower fee than that 
charged to the payer who has entered into the agreement;
    H. ``Negotiated fee'' means any actual or possible discount off any 
fee in an agreement between a hospital and a third-party payer;
    I. ``Per Diem'' means the reimbursement by any third-party payer of 
any fee for inpatient hospital services on a daily or overnight basis; 
and
    J. ``Third-party payer'' means any person or entity that regularly 
and pursuant to an organized plan or proposal purchases, pays or 
reimburses for health care services provided to any other person and 
includes, but is not limited to, health maintenance organizations, 
preferred provider organizations, health insurance companies, prepaid 
hospital, medical or other health insurance plans such as Blue Shield 
or Blue Cross plans, government health benefits programs, self-insured 
health benefits programs and employers or other entities providing 
self-insured health benefits programs.

III

Applicability

    This Final Judgment applies to each defendant and to each of their 
officers, administrators, agents, servants, representatives, employees, 
successors, and assigns and to all other persons in active concert or 
participation with any of them who receive actual notice of this Final 
Judgment by personal notice or otherwise.

IV

Prohibited Conduct

    Unless permitted to engage in activities relating to conduct as set 
forth in Paragraphs V., VI. and VII. of this Final Judgment:
    A. Each defendant is enjoined and restrained from:
    1. Directly or indirectly entering into any agreement with any 
hospital in the Long Island area concerning:
    (a) the negotiation, selection, approval, acceptance or refusal of 
any contract with any third-party payer for the delivery of hospital 
services,
    (b) the terms or amounts of any fee to nay third-party payer, or
    (c) the utilization of per diem-based fees in any agreement with 
any third-part payer; and
    2. Directly or indirectly communicating any negotiated fee, or any 
refusal to grant discounts off any fee to any third-party payer, to any 
hospital in the Long Island area.
    B. Each defendant hospital is enjoined and restrained from directly 
or indirectly utilizing the defendant Classic Care or any other agent 
to set, maintain or determine any fee of any hospital in the Long 
Island area.
    C. Defendant Classic Care is enjoined and restrained from directly 
or indirectly:
    (1) entering into any agreement with any hospital in the Long 
Island area to hold itself out as an exclusive negotiating agent with 
any third-party payer;
    (2) entering into any agreement with any hospital in the Long 
Island area to hold itself out as an exclusive negotiating agent with 
any third-party payer;
    (3) developing, adopting or distributing any fee schedule for use 
with any third-party payer; and
    (4) recommending that any hospital withdraw from or refuse to enter 
into any agreement with any third-party payer.
    D. Each defendant shall terminate any agreement or portion thereof 
entered into with any other defendant that conditions any actual or 
possible agreement relating to fees between a hospital and a third-
party payer on the formal or informal approval, review or acquiescence 
of any other defendant.

V

Bona Fide Joint Ventures

    A. Nothing in this Final Judgment shall prohibit a defendant from 
continuing to be or becoming a member of an integrated joint venture 
before or after the entry of this Final Judgment so long as the 
integrated joint venture in no way discourages, impedes or prohibits 
any participating hospital from negotiating or entering into any 
agreement independently with any third-party payer. Each individual 
defendant shall promptly inform plaintiff of the name and address of 
any integrated joint venture it joins after the entry of this Final 
Judgment.
    B. Each defendant may seek plaintiff's approval for any other type 
of joint venture in the Long Island area in which it seeks to engage. 
In such event, the defendant shall promptly report the details of the 
proposed venture, together with the relevant underlying documentation 
and a statement identifying the proposed implementation date, to 
plaintiff. Plaintiff may make reasonable requests for additional 
information relating thereto. The defendant will not consummate the 
proposed venture for at least 30 days following the submission of any 
information requested by plaintiff or, if no information is requested, 
for at least 30 days following its reporting of the proposed venture to 
plaintiff.

VI

Merged Entities

    Nothing in this Final Judgment shall apply to agreements between 
hospitals that are parties to a lawful merger or acquisition with each 
other or that are subject to common corporate control.

VII

First Amendment Rights

    Nothing in this Final Judgment shall prohibit any defendant acting 
either alone or with others from exercising rights permitted under the 
First Amendment of the United States Constitution to petition any 
federal or state government executive agency concerning legislation, 
rules or procedures, or to participate in any federal or state 
administrative judicial proceeding.

VIII

Compliance Program

    Each defendant is required to maintain an antitrust compliance 
program which shall include:
    A. Distributing within 60 days from the entry of this Final 
Judgment, a copy of this Final Judgment and Competitive Impact 
Statement to all officers, directors,trustees and administrators;
    B. Notifying within 60 days from the entry of this Final Judgment, 
all officers, directors, trustees and administrators that the defendant 
will not be bound by any agreement that requires the approval of the 
defendant Classic Care or any other defendant hospital in connection 
with any actual or possible agreement for the delivery of hospital 
services, including any agreement relating to fees for hospital 
services, between the defendant and any third-party payer;
    C. Distributing in a timely manner a copy of this Final Judgment 
and Competitive Impact Statement to any successor corporation or person 
who succeeds to a position as officer, director, trustee, or 
administrator;
    D. Holding a briefing annually for all operating offices, 
directors, and administrators on (1) the meaning and requirements of 
this Final Judgment including the consequences of non-compliance with 
this Final Judgment; and (2) the application of the federal antitrust 
laws to the defendant's activities including potential antitrust 
concerns raised by hospitals (a) engaging in agreements or arrangements 
with competitors to set or maintain any fee or to limit discounts on 
any fee, or (b) engaging in agreements with a competitor to refrain 
from dealing with a third-party payer;
    E. Obtaining from each operating officer and administrator an 
annual written certification that he or she has: (1) read, understands, 
and agrees to abide by this Final Judgment; (2) has been advised and 
understands that noncompliance with this Final Judgment may result in 
his or her conviction for criminal contempt of court and/or fine; and 
(3) is not aware of any violation of this Final Judgment;
    F. maintaining for inspection by plaintiff a record of recipients 
to whom this Final Judgment and Competitive Impact Statement have been 
distributed and from whom the certification required by Paragraph VIII. 
E. has been obtained; and
    G. conducting an audit of its activities within 60 days from the 
entry of this Final Judgment and annually to determine compliance with 
this Final Judgment.

IX

Certifications

    A. Within 75 days after the entry of this Final Judgment, each 
defendant shall certify to plaintiff whether it has made the 
distribution of this Final Judgment in accordance with Paragraph VIII. 
A. above.
    B. For five (5) years after the entry of this Final Judgment, on or 
before its anniversary date, each defendant shall certify annually to 
plaintiff whether defendant has complied with the provisions of 
Paragraph VIII., Sections C., D., E., F., and G.

X

Other Relief as May Be Required

    Nothing in this Final Judgment shall bar the United States from 
seeking, or the Court from imposing, against any defendant or any 
person any other relief available under any applicable provisions of 
law for violation of this Final Judgment.

XI

Plaintiff's Access

    A. For the sole purpose of determining or securing compliance with 
this Final Judgment, and subject to any legally recognized privilege, 
from time to time duly authorized representatives of the Department of 
Justice shall, upon written request of the Attorney General or of the 
Assistant Attorney General in charge of the Antitrust Division, and on 
reasonable notice to any defendant, be permitted:
    (1) access during office hours of such defendant to inspect and 
copy all records and documents, excluding individual patient records 
and records directly relating to the performance by that defendant of 
any medical or quality assurance review program, in the possession or 
under the control of such defendant, who may have counsel present, and 
which relate to any matters contained in this Final Judgment; and
    (2) subject to the reasonable convenience of such defendant and 
without restraint or interference from it, to interview directors, 
officers, employees or agents of such defendant, who may have counsel 
present, regarding any such matters.
    B. Upon the written request of the Attorney General or the 
Assistant Attorney General in charge of the Antitrust Division made to 
any defendant, such defendant shall submit such written reports, under 
oath if requested, relating to any of the matters contained in this 
Final Judgment as may be requested.
    C. No information or document obtained by the means provided in 
Paragraph XI. shall be divulged by any representative of the Department 
of Justice to any person other than a duly authorized representative of 
the United States, except in the course of legal proceedings to which 
the United States is a party, or for the purpose of securing compliance 
with the Final Judgment or as otherwise required by law.
    D. If at the time information or documents are furnished by any 
defendant to plaintiff, such defendant represents and identifies in 
writing the material in any such information or documents to which a 
claim of protection may be asserted under Rule 26(c)(7) of the Federal 
Rules of Civil Procedure,'' then ten (10) days notice shall be given by 
plaintiff to such defendant prior to divulging such material in any 
legal proceeding (other than a grand jury proceeding) to which that 
defendant is not a party.

XII

Jurisdiction Retained

    Jurisdiction is retained by this Court to enable any of the parties 
to this Final Judgment to apply to this Court at any time for such 
further orders and directions as may be necessary or appropriate for 
the construction or implementation of this Final Judgment, for the 
enforcement or modification of any of its provisions, and for the 
punishment of any violation hereof.

XIII

Notifications

    Each defendant shall notify plaintiff in writing at least 30 days 
before any proposed change in its legal structure such as dissolution, 
reorganization or merger resulting in the acquisition of any hospital 
or the creation of a successor corporation or association, or any other 
change which may affect compliance with this Final Judgment.

XIV

Expiration of Final Judgment

    This Final Judgment shall expire five (5) years from the date of 
entry.

XV

Public Interest Determination

    Entry of this Final Judgment is in the public interest.

    Dated: ________.
______________________
United States District Judge

Certificate of Service

    I, Geoffrey Swaebe, hereby certify that on the 5th day of December, 
1994, I served the foregoing Stipulation and Proposed Final Judgment by 
causing copies thereof to be sent by Federal Express to:

John Stack, Esq., Winston & Strawn, 35 West Wacker Drive, Chicago, 
Illinois 60601, Counsel for Classic Care Network, Inc.
Robert Wild, Esq., Garfunkel, Wild & Travis, P.C., 175 Great Neck Road, 
Great Neck, New York 11021, Counsel for Brookhaven Memorial Hospital 
Medical Center, Central Suffolk Hospital, Good Samaritan Hospital, 
Huntington Hospital, John T. Mather Memorial Hospital and South Nassau 
Communities Hospital

and by hand delivery to:

Anthony J. D'Auria, Esq., Winston & Strawn, 175 Water Street, New York, 
New York 10038, Counsel for North Shore University Hospital and North 
Shore University Hospital at Glen Cove.
Geoffrey Swaebe,
Attorney, Antitrust Division, U.S. Department of Justice, 26 Federal 
Plaza, Room 3630, New York, New York 10278, (212) 264-0652.

COMPETITIVE IMPACT STATEMENT

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

I

Nature and Purpose of the Proceeding

    On December 5, 1994 the United States filed a civil antitrust 
complaint pursuant to Section 4 of the Sherman Act as amended, 15 
U.S.C. 4, against the defendants Classic Care Network, Inc; North Shore 
University Hospital; North Shore University Hospital at Glen Cove; 
Brookhaven Memorial Hospital Medical Center; Central Suffolk Hospital; 
Good Samaritan Hospital; Huntington Hospital; John T. Mather Memorial 
Hospital; and South Nassau Communities Hospital. The complaint alleges 
that beginning at least as early as April of 1991, and continuing at 
least until January of 1992, the defendants created a joint sales 
agency, the purpose and effect of which was to eliminate discounting on 
inpatient hospital rates to licensed health maintenance organizations 
(HMOs) and to limit discounting on outpatient hospital rates to HMOs 
and managed care plans in violation of Section 1 of the Sherman Act, as 
amended, 15 U.S.C. 1. As a consequence of this arrangement, HMOs that 
operated in Nassau and Suffolk counties were prevented from contracting 
with the defendants for competitive rates for inpatient hospital 
services and both HMOs and managed care plans were limited to 
contractual discounts on outpatient rates of no more than 10% off any 
defendant hospital's established rate for any outpatient procedure.
    The complaint seeks injunctive relief to prevent the defendants 
from continuing to participate in, or entering into any unlawful 
agreements between themselves or with any competing hospitals that 
would restrain price competition for the delivery of inpatient or 
outpatient hospital services to purchasers of those services, such as 
HMOs and third-party payers, and that would ultimately raise the prices 
that individual consumers pay for health insurance coverage.
    On December 5, 1994 the United States and defendants filed a 
Stipulation pursuant to which the parties consented to entry of the 
attached proposed Final Judgment. This Final Judgment, as explained 
more fully below, enjoins the defendants from entering into agreements 
between themselves or any competing hospital in Queens, Nassau, or 
Suffolk Counties that would eliminate or reduce price competition in 
connection with the provision of inpatient or outpatient hospital 
services to purchasers of those hospital services.
    The United States and defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the Antitrust 
Procedures and Penalties Act unless the government withdraws its 
consent. Entry of the proposed Final Judgment would terminate this 
action, except that the Court would retain jurisdiction to construe, 
modify, and enforce the proposed Final Judgment and to punish 
violations thereof.

II

Facts Giving Rise to the Alleged Violation

    At trail the Government would have contended the following:
    1. Classic Care Network, Inc. (Classic Care) is a not-for-profit 
corporation organized and existing under the laws of the State of New 
York. Its principal place of business is Nassau County, New York. 
Defendant Classic Care was formed by the defendant hospitals and each 
is a member of Classic Care's and is represented with a seat on Classic 
Cares' board of directors.
    2. The defendant hospitals are each voluntary non-profit hospitals 
that provide both general acute care inpatient services and outpatient 
medical services in connection with the diagnosis, care and treatment 
of patients. Each has its principal place of business located in Long 
Island, New York, and each is independently owned and operated with the 
exception of North Shore University Hospital at Glen Cove which is an 
affiliate of North Shore University Hospital. Various of the defendant 
hospital members of Classic Care compete with each other and other 
hospitals in Nassau and Suffolk Counties for patients who are members 
of HMOs and managed care plans.
    3. Third-party payers provide health insurance coverage including 
coverage for inpatient hospitalization and outpatient hospital services 
for patients who either individually, or through their employers, have 
subscribed for that coverage and who pay a fixed rate or premium for 
that coverage. Third-party payers include both HMOs and managed care 
payers.
    4. An HMO is an entity that, for a set premium, provides for 
comprehensive health care services including inpatient and outpatient 
hospital services to its members. Employers contract with HMOs to 
provide health care services to their employees and dependents.
    5. An HMO in New York State must be licensed by the State in order 
to operate. In 1992, twelve licensed HMOs contracted to deliver health 
care services to approximately 358,000 individuals in Nassau and 
Suffolk Counties who had enrolled in those HMOs.
    6. An HMO in New York must provide both inpatient and outpatient 
services to its members in order to be licensed by the State. HMOs 
frequently provide these services by contracting directly with 
independent hospitals. HMOs provide reimbursement payments for 
inpatient services to the defendant hospitals at rates that are either 
determined by the State's diagnosis related group (DRG) reimbursement 
system or at a discounted rate determined by voluntary agreement 
between the HMO and the hospital that is subject to the approval of the 
New York State Commissioner of Health pursuant to N.Y. Ins. Law 
Sec. 2807-a 3. and Sec. 2807-c 2.(b)(i) (McKinney Supp. 1993).
    7. Voluntary agreements between HMOs and hospitals for the delivery 
of hospital services can include the adoption and utilization of per 
diem-based inpatient hospital rates. A per diem-based inpatient 
hospital rate rewards third-party payers such as HMOs with lower 
overall hospital prices for their members who require hospitalization 
based on efficient patient management and shorter lengths of stays at 
hospitals.
    8. Under New York State law, both HMOs and managed care payers may 
enter into contracts with the defendant hospitals for discounted rates 
in connection with the provision of outpatient services to their 
subscribers or plan members.
    9. HMOs and managed care payers compete with each other to obtain 
employer contracts and enrollees on the basis of price, services, 
convenience and other factors including the reputations of contracted 
providers, such as hospitals. They frequently seek to minimize their 
costs while also arranging for the participation of a sufficient number 
of reputable hospitals and other providers to attract members. HMOs and 
managed care firms periodically direct their members away from higher 
cost hospitals in favor of lower cost providers of hospital services in 
order to minimize their costs.
    10. General acute care hospitals compete for patients on the basis 
of price, quality, reputation and services. Defendant hospitals 
endeavor to maintain or increase their patient occupancy rates, 
admissions and the utilization of their outpatient services by seeking 
contracts with HMOs and managed care organizations pursuant to which 
those entities influence or direct their enrollees to use the 
facilities of defendant hospitals.
    11. In response to efforts by various HMOs to obtain discounts off 
inpatient hospitalization rates and to direct patients away from higher 
cost hospital providers in Nassau and Suffolk Counties to lower cost 
hospitals, the defendant hospitals formed Classic Care in the fall of 
1991 and signed a memorandum of understanding pursuant to which each 
defendant agreed (a) that no member of Classic Care would enter into 
any contract with an HMO or managed care payer without the collective 
approval of the defendant hospitals; and (b) that Classic Care would be 
the exclusive bargaining agent for the defendant hospitals in 
connection with any negotiations relating to contracts with HMOs and 
managed care firms.
    12. In connection with that memorandum of understanding, each of 
the defendant hospitals entered into an understanding and agreement 
that no discounts would be permitted off any Classic Care member's 
inpatient hospital rates in contracts with HMOs and that discounts off 
any defendant hospital's outpatient rates to HMOs or managed care 
payers would be limited to no more than 10% off their existing prices 
for those services. The defendants also agreed to refrain from entering 
into contracts with HMOs that sought to convert DRG rates on inpatient 
hospital services to per diem rates for those same services, and agreed 
on the terms and conditions upon which any most favored nation clause 
would be accepted by the defendant hospitals.
    13. The agreements had the following effects: (a) price competition 
between the defendant hospitals for the sale of inpatient hospital 
services to licensed HMOs was unreasonably restrained; (b) price 
competition between the defendant hospitals for the sale of outpatient 
services to licensed HMOs and managed health care payers was 
unreasonably restrained; and (c) HMOs and managed health care entities 
were deprived of the benefits of free and open competition in 
connection with the purchase of hospital services of those entities.

III

Explanation of the Proposed Final Judgment

    The United States and defendants have stipulated that the Court may 
enter the proposed Final Judgment after compliance with the Antitrust 
Procedures and Penalties Act, 15 U.S.C. Sec. 16 (b)-(h).
    Under the provisions of Section 2(e) of the Antitrust Procedures 
and Penalties Act, 15 U.S.C. Sec. 16(e), the proposed Final Judgment 
may not be entered unless the Court finds that such entry is in the 
public interest. Paragraph XV. of the proposed Final Judgment sets 
forth such a finding.
    The proposed Final Judgment is intended to ensure that the 
defendant Classic Care refrain from acting as an exclusive bargaining 
agent on behalf of the defendant hospitals or otherwise acting as 
conduit or coordinating agency for collective decision making by the 
defendant hospitals relating to participation in contracts with third-
party payers and managed care plans and with respect to any pricing 
terms as may be contained in such contracts. In addition, the proposed 
Final Judgment is intended to ensure that the defendant hospitals reach 
independent decisions and refrain from engaging in collective 
anticompetitive practices in their contractual negotiations with 
purchasers of inpatient and outpatient hospital services such as HMO 
and managed care plans.

A. Prohibitions and Obligations

    Paragraph IV.A. of the proposed Final Judgment contains 
prohibitions that run against both the defendant Classic Care and the 
defendant hospitals. Pursuant to Paragraph IV.A., each defendant is 
enjoined and restrained from directly or indirectly entering into any 
agreement with any hospitals in the Long Island area concerning the 
negotiation, selection, approval, acceptance or refusal of any contract 
with any third-party payer for the delivery of hospital services; the 
terms or amounts of any fee to any third-party payer; the utilization 
of per diem-based fees in any agreement with any third-party payer; or 
communicating any negotiated fee to any hospital in the Long Island 
area. The ``Long Island area'' is defined in Paragraph II.F. as Queens, 
Nassau and Suffolk Counties in the State of New York.
    Paragraph IV.B is intended to enjoin and restrain the defendant 
hospitals from directly or indirectly utilizing the defendant Classic 
Care or any other agent to set, maintain or determine any fee of any 
hospital in the Long Island area.
    Paragraph IV.C. enjoins and restrains the defendant Classic Care 
from directly or indirectly entering into any agreement with any 
hospital in the Long Island area concerning the terms or amounts of any 
fee charged to a third-party payer; entering into any agreement with 
any hospital in the Long Island area to hold itself out as an exclusive 
negotiating agent with any third-party payer; developing, adopting or 
distributing any fee schedule for use with any third-party payer; and 
recommending that any hospital withdraw from or refuse to enter into 
any agreement with any third-party payer.
    Paragraph IV.D. requires that both the defendant Classic Care and 
the defendant hospitals terminate any agreement or portion thereof 
entered into with any other defendant that conditions any actual or 
possible agreement between a hospital and a third-party payer on the 
formal or informal approval, review or acquiescence of any other 
defendant.
    Paragraph V.A. of the proposed Final Judgment provides that nothing 
in Paragraph IV. shall prevent a defendant from participating in an 
integrated joint venture. An integrated joint venture is defined by 
Paragraph II.E. as a joint agreement in which hospitals that would 
otherwise be competitors pool resources to provide hospital services 
and share a substantial risk of adverse financial results.
    Paragraph V.B. provides a procedure whereby defendants may seek 
plaintiff's approval for any kind of joint venture not covered by 
Paragraphs V.A. and II.E. of the proposed Final Judgment.
    Paragraph VI. permits the defendants to enter into agreements 
relating to a lawful merger or acquisition.
    Paragraph VII. affirms that this judgment is not intended to place 
a limit on the First Amendment rights of defendants to petition federal 
or state government executive agencies.
    Paragraph VIII. requires each defendant to maintain an antitrust 
compliance program. Paragraph VIII. provides that this program at a 
minimum shall include: A. distributing within 60 days from the entry of 
this Final Judgment, a copy of this Final Judgment and Competitive 
Impact Statement to all officers, directors, trustees and 
administrators; B. notifying within 60 days from the entry of this 
Final Judgment, all officers, directors, trustees and administrators 
that the defendant will not be bound by any agreement that requires the 
approval of the defendant Classic Care or any other defendant hospital 
in connection with any actual or possible agreement between the 
defendant and any third-party payer; C. distributing in a timely manner 
a copy of this Final Judgment and Competitive Impact Statement to any 
successor corporation or person who succeeds to a position as officer, 
director, trustee, or administrator; D. holding a briefing annually for 
all operating officers, directors, and administrators on (1) the 
meaning and requirements of this Final Judgment including the 
consequences of non-compliance with this Final Judgment; and (2) the 
application of the federal antitrust laws to the defendant's activities 
including potential antitrust concerns raised by hospitals (a) engaging 
in agreements or arrangements with competitors to set or maintain any 
fee or to limit discounts on any fee, or (b) engaging in agreements 
with a competitor to refrain from dealing with a third-party payer; E. 
obtaining from each operating officer or administrator an annual 
written certification that he or she has (1) read, understands, and 
agrees to abide by this Final Judgment; (2) has been advised and 
understands that noncompliance with this Final Judgment may result in 
his or her conviction for criminal contempt of court and/or fine and 
(3) is not aware of any violation of this Final Judgment; F. 
maintaining for inspection by plaintiff a record of recipients to whom 
this Final Judgment and Competitive Impact Statement have been 
distributed and from whom the certification required by Paragraph 
VIII.E. has been obtained; and G. conducting an audit of its activities 
within 60 days from the entry of this Final Judgment and annually to 
determine compliance with this Final Judgment.
    Paragraph IX. requires various certifications of the defendants. 
Paragraph IX.A. requires each defendant to certify to plaintiff within 
75 days after entry of the Final Judgment that defendant has made the 
distribution and notification required by Paragraph VIII. of the Final 
Judgment. Paragraph IX. B. requires each defendant to certify to 
plaintiff annually for five (5) years after the entry of the Final 
Judgment whether defendant has complied with the provisions of 
Paragraph VIII. C.,D.,E.,F. and G. above.
    Paragraph X. provides that nothing in the Final Judgment shall bar 
the United States from seeking, or the Court from imposing, against 
defendants or any person any other relief available under any 
applicable provision of law for violation of the Final Judgment.
    Paragraph XI. provides that an authorized representative of the 
Department of Justice may visit defendants' offices, after providing 
reasonable notice, to review their records and to conduct interviews 
regarding any matter contained in the Final Judgment. Paragraph XI. 
requires defendants to submit, upon plaintiff's request, written 
reports, under oath, relating to any matter contained in the Final 
Judgment.

B. Scope of the Proposed Final Judgment

    Paragraph III. of the Final Judgment provides that the Final 
Judgment shall apply to each defendant and to each of its officers, 
administrators, servants, representatives, agents employees, 
successors, and assigns and to all other persons in active concert or 
participation with any of them who receive actual notice of the Final 
Judgment by personal notice or otherwise.
    Paragraph XIV. of the proposed Final Judgment provides that the 
Final Judgment shall remain in effect for 5 years.

C. Effect of the Proposed Judgment on Competition

    The relief in the proposed Final Judgment is designed to ensure 
that each defendant hospital, using its independent judgment, acts 
unilaterally with respect to: (1) any decision by that hospital to 
enter into a contract with a third-party payer for the delivery of 
hospital services; (2) the terms or amounts of any fee; or the 
utilization of per diem-based fees in any agreement with any third-
party payer. In addition, the proposed Final Judgment enjoins each 
defendant hospital from communicating any negotiated fee, including any 
actual or possible discount to any other hospital, or from utilizing 
the defendant Classic Care or any other agent to set, maintain or 
determine any fee of any hospital in the Long Island area. The 
Defendant Classic Care is specifically enjoined and restrained from: 
(1) Entering into any agreement with any hospital in the Long Island 
area concerning the terms or amounts of any fee charged to a third-
party payer; (2) entering into any agreement with any hospital in the 
Long Island area to hold itself out as an exclusive negotiating agent 
with any third-party payer; (3) developing or distributing any fee 
schedule for use with any third-party payer; and (4) recommending that 
any hospital withdraw from or refuse to enter into any agreement with a 
third-party payer. Finally, the proposed Final Judgment requires that 
each defendant terminate any agreement or portion thereof entered into 
with any other defendant that conditions any actual or possible 
agreement between a hospital and a third-party payer on the formal or 
informal approval or acquiescence of any other defendant.
    Accordingly, the proposed Final Judgment is intended to ensure that 
third-party payers, including HMOs and other firms that deliver managed 
health care to their subscribers and patients, can obtain the benefits 
of competitive prices and price terms in connection with the 
negotiation of contracts with the defendants for the delivery of 
hospital services.
    The Department of Justice believes that the proposed Final Judgment 
contains adequate provisions to prevent further violations of the type 
upon which the Complaint is based and to remedy the effects of the 
alleged conspiracy.

IV

Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 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 suffered as well as costs and reasonable attorney's fees. 
Entry of the proposed Final Judgment will neither impair nor assist the 
bringing of such actions. Under the provisions of Section 5(a) of the 
Clayton Act, 15 U.S.C. 16(a), the judgment has no prima facie effect in 
any subsequent lawsuits that may be brought against defendants in this 
matter.

V

Procedures Available for the Modification of the Proposed Final 
Judgment

    As provided in Section 2(d) of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16(d), any person believing that the proposed 
Final Judgment should be modified may submit written comments to Ralph 
T. Giordano, Chief, New York Field Office, U.S. Department of Justice, 
Antitrust Division, 26 Federal Plaza, Room 3630, New York, N.Y. 10278, 
within the 60 day period provided by the Act. These comments, and the 
Department's responses, will be filed with the Court and published in 
the Federal Register. All comments will be given due consideration by 
the Department of Justice, which remains free to withdraw its consent 
to the proposed Final Judgment at any time prior to entry. Paragraph 
XII. of the proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI

Alternative to the Proposed Final Judgment

    The alternative to the proposed Final Judgment would be a full 
trial of the case. In the view of the Department of Justice, such a 
trial would involve substantial cost to the United States and is not 
warranted since the proposed Final Judgment provides the relief that 
the United States seeks in its complaint, which effectively will 
prevent any recurrence of the alleged violation.

VII

Determinative Materials and Documents

    No materials and documents of the type described in Section 2(b) of 
the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b), were 
considered in formulating the Proposed Final Judgment.

    Dated: December 5, 1994.

Respectfully submitted,
Geoffrey Swaebe (GS 6073)
Patricia L. Jannaco (PJ 7155)
Attorneys, U.S. Department of Justice, Antitrust Division, 26 Federal 
Plaza, Room 3630, New York, NY 10278, Telephone (212) 264-0383.

Certificate of Service

    I, Geoffrey Swaebe, hereby certify that on the 5th day of December 
1994, I served the foregoing Notice of Lodging, Proposed Final Judgment 
and Competitive Impact Statement by causing copies thereof to be sent 
by Federal Express to

John Stack, Esq., Winston & Strawn, 35 West Wacker Drive, Chicago, 
Illinois 60601, Counsel for Classic Care Network, Inc.
Robert Wild, Esq., Garfunkel, Wild & Travis, P.C., 175 Great Neck Road, 
Great Neck, New York 11021, Counsel for Brookhaven Memorial Hospital 
Medical Center, Central Suffolk Hospital, Good Samaritan Hospital, 
Huntington Hospital, John T. Mather Memorial Hospital and South Nassau 
Communities Hospital

and by hand delivery to:

Anthony J. D'Auria, Esq., Winston & Strawn, 175 Water Street, New York, 
New York 10038, Counsel for North Shore University Hospital and North 
Shore University Hospital at Glen Cove.
Geoffrey Swaebe,
Attorney, Antitrust Division, U.S. Department of Justice, 26 Federal 
Plaza, Room 3630, New York, New York 10278, (212) 264-0652.

NOTICE OF LODGING

    Pursuant to the Antitrust Procedures and Penalties Act (APPA), 15 
U.S.C. 16 (b)-(h), the attached proposed Final Judgment (Consent 
Decree) and Competitive Impact Statement are hereby lodged with the 
Court for public comment. The Consent Decree, the Competitive Impact 
Statement, and the opportunity to comment thereon, will be published in 
the Federal Register. The United States will also publish summaries of 
the Consent Decree and Competitive Impact Statement and a list and 
location of the relevant documents and materials, in Newsday and The 
Washington Post.
    The United States will receive public comments on the Consent 
Decree for the requisite sixty (60) day public comment period. During 
the pendency of the public comment period, no action is required of 
this Court. At the close of the public comment period, the United 
States will file with the Court and publish in the Federal Register, 
its response to any comments received. The United States will then move 
the Court to sign and enter the Consent Decree, should it appear that 
the settlement is in the public interest.

    Dated: December 5, 1994.

Respectfully submitted,
Geoffrey Swaebe (GS 6073),
Attorney, Antitrust Division, United States Department of Justice, 26 
Federal Plaza, Room 3630, New York, New York 10278, (212) 264-0652.
[FR Doc. 94-32145 Filed 12-29-94; 8:45 am]
BILLING CODE 4410-01-M