[Federal Register Volume 61, Number 101 (Thursday, May 23, 1996)]
[Notices]
[Pages 25891-25895]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-12775]
-----------------------------------------------------------------------
DEPARTMENT OF JUSTICE
[Civil Action No. 95-1804 (HHG), D.D.C.]
United States v. National Automobile Dealers Association; Public
Comments and Response on Proposed Final Judgment
Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C.
16 (b)-(h), the United States publishes below the comments received on
the proposed Final Judgment in United States v. National Automobile
Dealers Association, Civil Action 95-1804 (HHG), United States District
Court for the District of Columbia, together with the response of the
United States to the comments.
Copies of the response and the public comments are available on
request for inspection and copying in Room 200 of the U.S. Department
of Justice, Antitrust Division, 325 7th Street, NW., Washington, DC
20530, and for inspection at the Office of the Clerk of the United
States District Court for the District of Columbia, United States
Courthouse, Third Street and Constitution Avenue, NW., Washington, DC
20001.
Rebecca P. Dick,
Deputy Director of Operations, Antitrust Division.
In the United States District Court for the District of Columbia
United States of America, Plaintiff, v. National Automobile
Dealers Association, Defendant.
[Civil Action No. 95-1804 (HHG)]
United States' Response to Public Comments
Pursuant to Section 2(d) of the Antitrust Procedures and Penalties
Act, 15 U.S.C. 16(d) (the ``APPA'' or ``Tunney Act''), the United
States responds to public comments on the proposed Final Judgment
submitted for entry in this civil antitrust proceeding.
This action began on September 20, 1995, when the United States
filed a Complaint charging that the National Automobile Dealers
Association
[[Page 25892]]
(``NADA'') had entered into agreements intended to lessen competition
in the retail automobile industry in violation of Section 1 of the
Sherman Act, 15 U.S.C. 1. The first count of the Complaint alleges that
the NADA agreed to orchestrate a group boycott of automobile
manufacturers to coerce the manufacturers to decrease the discounts
offered to large volume buyers and to eliminate consumer rebates.
The second count of the Complaint alleges that the NADA agreed to
urge its dealer members to maintain new vehicle inventories at levels
equal to 15-30 days' supply. The third count of the Complaint alleges
that the NADA solicited and obtained agreements from member dealers not
to engage in advertising that revealed the dealers' invoice cost, or
cost of buying the vehicle from the manufacturer. Finally, the fourth
count of the Complaint alleges that the NADA agreed to urge its members
not to do business with automobile brokers.
The Complaint seeks injunctive relief that would prevent the NADA
from continuing or renewing the alleged practices and agreements, or
engaging in other practices or agreements that would have a similar
purpose or effect.
Simultaneous with the filing of the Complaint, the United States
filed a proposed Final Judgment, a Competitive Impact Statement
(``CIS''), and a stipulation signed by the NADA for entry of the
decree. The proposed Final Judgment contains a general prohibition
against any agreements by the NADA with dealers to fix, stabilize or
maintain prices at which motor vehicles may be sold or offered in the
United States to any consumer. The proposed Final Judgment also
prohibits the NADA from urging, encouraging, advocating or suggesting
that dealers adopt specific prices, specific margins, specific
discounts or specific policies relating to the advertising of prices or
dealer costs of motor vehicles. Similarly, the decree prohibits the
NADA from discouraging dealers from adopting specific pricing systems
or specific policies relating to the advertising of prices or dealer
cost of motor vehicles. The proposed decree further prohibits the NADA
from urging dealers to reduce their business with particular types of
persons or to do business with particular persons only on specific
terms. It will also prohibit the NADA from terminating the membership
of any dealer for reasons relating to that dealer's pricing or
advertising of prices or dealer costs.
As required by the Antitrust Procedures and Penalties Act, the NADA
filed with this Court on October 11, 1995 a description of written and
oral communications on their behalf pursuant to the reporting
requirements of Section 16(g) of the APPA. A summary of the terms of
the proposed Final Judgment and CIS, and directions for the submission
of written comments relating to the proposed decree, were published in
the Washington Post for eight days over a period beginning September
30, 1995. The proposed Final Judgment and CIS were published in the
Federal Register on October 2, 1995. 60 Fed. Reg. 51,491.
The 60-day period for public comments commenced October 2, 1995 and
expired on December 5, 1995. The United States received one comment on
the proposed Final Judgment, a letter from Mr. Harold E. Kohn, Esquire,
representing Potamkin Auto Center, Ltd. As required by 15 U.S.C. 16(b),
this comment is being filed with this response. (Exhibit A). The United
States sent Mr. Kohn a letter individually responding to his inquiry.
That correspondence is also being filed with this response. (Exhibit
B).
In his comment, Mr. Kohn proposed that the notification that the
NADA is required to provide its members include an additional statement
that group activities by competitors designed to restrict price
competition are illegal, even when those activities are not sanctioned
by the trade association. He also raised concerns about a policy
recently adopted by an automobile manufacturer prohibiting its dealers
from selling automobiles to third-party resellers. Finally, Mr. Kohn
requested an opportunity to be heard before this Court before the final
decree is entered.
The Department has carefully considered Mr. Kohn's comment. Nothing
in this comment has altered the United States' conclusion that the
proposed Final Judgment is in the public interest. The decree is fully
adequate to prevent continuation or recurrence of the violations on the
part of the NADA that were alleged in the complaint. Because the
complaint does not address the activities of dealers acting
independently of the NADA and they are not defendants, it would be
inappropriate to impose on them the additional notification provisions
suggested by Mr. Kohn. Mr. Kohn's concerns regarding conduct by an
automobile manufacturer and its dealers also involve entities that are
not parties to this case and activities beyond the scope of the conduct
alleged in the complaint. The main issue before the Court in this
Tunney Act proceeding is whether the remedies provided in the proposed
Final Judgment are ``so inconsonant with the allegations charged as to
fall outside of the `reaches of the public interest.' '' United States
v. Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995). Nothing
submitted by Mr. Kohn suggests that the proposed Final Judgment does
not satisfy this standard. Accordingly, the Department urges the Court
to enter the proposed Final Judgment without further proceedings.
Dated: May 8, 1996.
Respectfully submitted,
Robert J. Zastrow,
Assistant Chief, Civil Task Force, Antitrust Division, U.S. Department
of Justice, 325 7th Street, N.W., Room 300, Washington, D.C. 20530.
Certificate of Service
I hereby certify that I cause a copy of the foregoing to be mailed,
first class, postage prepaid, this 8th day of May, 1996, to:
Glenn A. Mitchell, Esq., Stein, Mitchell & Mezines, 1100 Connecticut
Avenue, N.W., Washington, D.C. 20036
Arthur Herold, Webster, Chamberlin & Bean, 1747 Pennsylvania Avenue,
N.W., Washington, D.C. 20006
Robert J. Zastrow.
December 1, 1995.
Mary Jean Moltenbrey, Chief, Civil Task Force II, U.S. Department of
Justice, Antitrust Division, 325 7th Street, N.W., Room 300,
Washington, D.C. 20004
Re: United States of America v. National Automobile Dealers
Association, Civil Action No. 1:95CV01804
Dear Ms. Moltenbrey: Potamkin Auto Center, Ltd. submits this
Comment to address the Proposed Final Judgment (``PFJ'') between the
United States of America (the ``Government'') and the National
Automobile Dealers Association (``NADA'') in the above-reference
civil action. This Comment focuses upon provisions of the PFJ
directed toward eliminating the practice of boycotting of automobile
brokers by dealers, or by manufacturers at dealers' urging.
Potamkin Auto Center, Ltd. (``Potamkin'') owns and operates auto
centers in Westbury, Brooklyn, Manhattan and Nanuet, New York. The
auto centers compete with franchised dealerships for sales and
leases of new automobiles by purchasing multiple brands of new
automobiles from franchised dealers at discounted prices and then
selling directly to the public at highly competitive prices. As
such, Potamkin may be considered an ``automobile broker'' as that
term is used in the Complaint and Competitive Impact Statement filed
with the PFJ in this case.
EXHIBIT A--Civil Action No. 95-1804
The NADA's published encouragement to its dealer-members to
``[r]efuse to do business with brokers or buying services'' was
intended to eliminate price competition by automobile brokers.
Potamkin therefore supports the provisions of the PFJ that enjoin
the NADA from advocating that dealers ``refuse to do business with
particular persons or types of persons.'' PFJ at para. IV.D.
[[Page 25893]]
Potamkin believes that the NADA's advocacy of group boycott
activity has had and continues to have substantial anti-competitive
effects on the market for sales and leasing of new automobiles,
resulting in higher prices for consumers.
For example, on November 1, 1995, American Honda Motors Co.,
Inc., having ``been made aware that some Authorized Honda Dealers
are transferring Honda vehicles to intermediaries which retail or
lease the vehicles,'' implemented a policy that prohibits all Honda
dealers in the United States from transferring new automobiles to
certain third party resellers or leasing companies who operate
showrooms for and/or advertise the sale or leases of new Honda
automobiles. A copy of Honda's July 24, 1995 announcement and policy
statement is attached hereto as ``Exhibit A.'' Potamkin believes
that this policy represents Honda's joinder in the dealers'
agreement to eliminate price competition from automobile brokers.
As the Government states in the Competitive Impact Statement: An
agreement by a trade association or its members not to do business
with other competitors or customers for purposes of restricting
price competition is a per se violation of the Sherman Act.
Competitive Impact Statement at 7
Potamkin urges that this statement (or a similarly worded
statement) should be included in the written notification that NADA
must publish and send to its dealer-members. These dealer-members
should be informed clearly that group activities by competitors
designed to restrict price competition are illegal, whether or not
such group activities are officially sanctioned by the trade
association.
Potamkin respectfully requests an opportunity to appear before
the Court and be heard on this issue, and to present additional
evidence of concerted anti-competitive activities by automobile
dealers and manufacturers.
Potamkin also requests that the Antitrust Division expand its
investigation to include practices such as those in which Honda has
engaged.
Respectfully submitted,
Harold E. Kohn,
KOHN, SWIFT & GRAF, P.C., 1101 Market Street, Suite 2400, Philadelphia,
PA 19107-2924, (215) 238-1700.
Attorneys for Potamkin Auto Center, Ltd.
Via Certified Mail Return Receipt Requested
To: All Honda Automobile Dealers
Date: July 24, 1986
Subject: AHM'S Wholesaling Policy
Enclosed is a copy of the Wholesaling Policy (the ``Policy'').
Beginning November 1, 1995, the Honda Division of American Honda
Motor Co., Inc., (``AHM'') will enforce the Policy in order to
ensure that each Honda dealer complies with AHM's Honda Automobile
Dealer Sales and Service Agreement (the ``Dealer Agreement'').
Although advance notification is hereby provided AHM's position is
that applicable law does not require any advance notice prior to the
adoption, implementation and enforcement of the Policy.
While AHM's position is that the Policy is not a modification of
your Dealer Agreement and that AHM is not required to file the
Policy with State agencies, we have, in an abundance of caution and
to the extent such filing may be deemed to be required, also filed a
copy of the Policy with any appropriate State agencies. If the
Policy is deemed to be a modification to your Dealer Agreement, you
may believe you have certain rights, under applicable state law to
contest the Policy. To the extent required, you are hereby notified
of the existence of such potential rights.
All questions pertaining to this letter and the Policy should be
addressed to AHM's Wholesale Policy Administrator which position is
currently held by Richard Szamborski, Assistant Vice President
Market Operations, Honda Division.
Please acknowledge receipt of this letter and the Policy of
signing and dating the attached Dealer Acknowledgment and returning
the Dealer Acknowledgment to your Zone Sales Office within ten days
of the date of this letter.
Very truly yours,
Richard Coiliver,
Senior Vice President, Auto Sales.
Attachments
.To: All Honda Automobile Dealers in the United States.
Date: July 24, 1996.
Subject: AHM's Wholesaling Policy.
The Honda Division of American Honda Motor Co., Inc. (``AHM'')
has been made aware that some Authorized Honda Dealers are
transferring Honda vehicles to intermediaries which retail or lease
the vehicles. AHM believes that such wholesaling is inconsistent
with AHM's Automobile Dealer Sales and Service Agreement (the
``Dealer Agreement''), which limits Authorized Honda Dealers to
retail sales and retail leases from the Authorized Honda Dealers'
premises and prohibits the creation of additional dealership
locations. AHM also believes that transfers to intermediaries are
detrimental to the best interests of AHM's success in the market,
impair the ability of AHM to provide the highest level of customer
satisfaction, create situations that tarnish the reputation of Honda
and Honda's Authorized Dealers for quality automobiles and service
and lead to lost sales.
Accordingly, Honda adopts the following policy with respect to
transfers of Honda Automobiles by Authorized Honda Dealers to
intermediaries.
1. Definitions
1.1 As used herein, ``Wholesaling'' and ``Wholesale Sales''
shall mean the sale or lease and delivery of new Honda Automobiles
to persons other than (1) the ultimate end user of such vehicles, or
(2) leasing companies that do not operate unauthorized dealerships
(as described more fully below), or (3) another Authorized Honda
Dealer (Transfers of Honda Automobiles between and among Authorized
Honda Dealers are permitted as long as AHM is timely notified of
each transfer and such transfer is consistent with both Authorized
Honda Dealers' obligations to provide appropriate market
representation and accurate reporting to AHM. For allocation
purposes any such transfer will be attributed to the Authorized
Honda Dealer who makes the sale or leases to the ultimate end user).
By way of example, Wholesaling shall include:
(a) Transfer to third-party resellers who sell or lease that new
Honda Automobiles to end user as new vehicles.
(b) Trnasfers to third-party leasing companies that operate (1)
showrooms and/or (2) otherwise engage in sales lease or service
activities typically done by Authorized Honda Dealers.
Included in this classification would be, by way of example,
third-party leasing companies that display new Honda Automobiles on
their premises or hold new Honda Automobiles in stock, advertise for
sale or lease new Honda Automobiles from their premises, or
accessorize new Honda Automobiles for sale or lease to end users.
(c) By way of example, Wholesaling does NOT include (1)
Transfers to third-parties who are and users and are NOT resellers
or lessons of new vehicles, (2) Transfer of used vehicles to any
party for any purpose, (3) Transfers to leasing companies that do
NOT operate showrooms or otherwise engage in sales, advertising and/
or service activities typically done by Authorized Honda Dealers.
The sole function of such leasing companies is to lease cars to end
users who do not wish to lease directly from an Authorized Honda
Dealer. Such companies do NOT display new Honda Automobiles on their
premises, do NOT hold new Honda Automobiles in stock, do NOT
advertise for sale or lease new Honda Automobiles from their premise
and do NOT accessorize new Honda Automobiles. Instead, such leasing
companies are approached by an end user seeking to lease a specific,
full-equipped new Honda Automobile, acquire such a new Honda
Automobile from an Authorized Honda Dealer and lease said new Honda
Automobile to such end user, and/or (4) Transfers of title to
financial institutions in cases in which delivery of the Honda
Automobile is made by the Authorized Honda Dealer directly to the
ultimate end user and the transfer of title to the financial
institution is scary for the purpose of financing sale or lease of
the Honda Automobile.
1.2 As used Herein, ``Honda Automobiles'' is used as defined in
Sections 12 B of the Dealer Agreement.
1.3 As used Herein, ``Policy'' refers to the Wholesaling
Policy.
2. Restriction on Wholesaling
Effective November 1, 1995, AHM will strictly enforce the Dealer
Agreement and require that Authorized Honda Dealers not engage in
Wholesaling of Honda Automobiles.
3. Enforcement of Wholesaling Policy
3.1 Submission of Reports.
Pursuant to Section 7.3 of the Dealer Agreement, the Authorized
Honda Dealer shall submit to AHM reports on a daily basis, which
include the following information:
[[Page 25894]]
(a) The Vehicle Identification Number of each Honda Automobile
transferred, sold or leased by the Authorized Honda Dealer.
(b) The name and address of the person (whether an individual or
business) who has purchased or leased each such Honda Automobile (by
Vehicle Identification Number) in accordance with AHM's reporting
requirements in place at the time of the sale or lease.
(c) The calendar date of delivery to the transfers, purchaser or
leaser of each such Honda Automobile, and
(d) Upon reasonable notice to the Authorized Honda Dealer such
additional information may be required by AHM.
Refusal by the Authorized Honda Dealer to submit such reports
constitutes breach of the Dealer Agreement. In case of such refusal,
addition to the remedy set forth herein, AHM reserves the right to
exercise all remedies permitted by Honda Dealer Agreement for a
material breach thereof.
3.2 Audit of Authorized Honda Dealers.
Pursuant to Section 7.4 of the Dealer Agreement, AHM will
conduct periodic audits of its Authorized Honda Dealers to verify
the accuracy of reports submitted AHM pursuant to Section 3.1
hereof. Audits will be initiated on either of the following basis:
(a) AHM, in its sole discretion may conduct random audits of
Authorized Honda Dealer, no more frequently than once every month,
(b) If AHM receives information from which it reasonably
believes that an Authorized Honda Dealer is engaged in Wholesaling.
AHM will audit the Authorized Honda Dealer's records to determine
whether such information is correct.
Refusal by an Authorized Honda Dealer to permit AHM to conduct
the audits described herein constitutes a breach of the Dealer
Agreement. In case of such refusal, in addition to the remedies set
forth herein, AHM reserves the right to exercise all remedies
permitted by the Dealer Agreement for a material breach thereof.
3.3 Preliminary Finding of a Wholesaling Violation.
AHM shall issue to the Authorized Honda Dealer a preliminary
finding of a violation of this Policy when one or more of the
following events occurs:
(a) The Authorized Honda Dealer makes either an oral or written
refusal to submit the reports described in Section 3.1 hereof,
(b) After written request from AHM, the Authorized Honda Dealer
neglects to submit the reports described in Section 3.1 hereof.
(c) The Authorized Honda Dealer refuses to submit to the audit
describe in Section 3.2 thereof.
(d) Upon audit by AHM pursuant to Section 3.2 hereof, it is
determined that reports submitted by the Authorized Honda Dealer to
AHM are substantially inaccurate in that the Authorized Honda Dealer
has inaccurately identified (by Vehicle Identification Number) the
person (whether an individual or business) who has purchased or
leased one or more Honda Automobiles from said Authorized Honda
Dealer.
(e) Upon audit by AHM pursuant to Section 3.2 hereof, AHM has
reason to believe that the Authorized Dealer has engaged in
Wholesaling, or
(f) Upon other reliable evidence (which evidence will be
described to the Authorized Honda Dealer, AHM has reason to believe
that the Authorized Honda Dealer has engaged in Wholesaling.
AHM will notify the Authorized Honda Dealer in writing of any
preliminary finding of a Wholesaling violation. Such notice will
include a brief description of the basis for the preliminary
finding.
3.4 The Authorized Honda Dealer Response to Preliminary Finding
Final Finding.
The Authorized Honda Dealer will have fourteen (14) days from
notification of any such preliminary finding to contest AHM's
finding in writing by submission of sales data and/or other
information that disproves said finding. Should the Authorized Honda
Dealer fail to contest such finding within (14) days or should, AHM
find that the Authorized Honda Dealers submission does not disprove
such finding, then AHM will issue a final finding detailing the
Authorized Honda Dealer's violation of this Policy.
4. AHM's Remedies in the Event of a Violation
In the event of a final finding by AHM that the Authorized Honda
Dealer has violated the Policy.
4.1 For purposes of allocating vehicles, AHM will adjust the
Authorized Honda Dealer's sales history to exclude retail sales
credit earned on transfers found to violate the Policy.
4.2 AHM will charge-back all incentives paid by AHM related to
translate of Honda Automobiles to violate the Policy; and
4.3 AHM will reduce marketing allowances available to the
Automobile Honda Dealer pursuant to the current AHM marketing
programs and proportionate to the number of Honda Automobiles which
have been found to violate the Policy and/or charge-back all Dealer
Marketing Allowance amounts (or similar payments) paid by AHM
related to transfer of such Honda Automobiles.
4.4 Should AHM issue a second final finding of a violation of
the Policy, then, in addition to the steps state above, AHM will,
(a) Not consider that Authorized Honda Dealer eligible for
additional Honda Automobiles in excess of the standard allocation
for one (1) year thereafter; and
(b) Not consider that Authorized Honda Dealer for any additional
AHM dealership location(s) for five (5) years thereafter.
In the event that AHM issues more than two final findings of
violations of the Policy against an Authorized Honda Dealer, then
the remedies so forth in (a) and (b) of this subparagraph shall be
made permanent.
4.5 Notwithstanding the above, AHM consider any Wholesaling to
be inconsistent with the Dealer Agreement and AHM reserves its
rights to take appropriate action to prevent such Wholesaling.
Moreover, AHM will hold the Authorized Honda Dealer liable for any
expenses or losses that AHM may incur as a result of any Wholesaling
by that Authorized Honda Dealer, including, without limitation,
expenses or losses resulting from (a) AHM's inability to notify
customers of product recalls or other service information and
product liability claims resulting therefrom and (b) consumer claims
including claims in connection with intermediaries installing non-
Honda equipment, providing inadequate service, or making
misrepresentations.
May 8, 1996.
Harold E. Kohn, Esquire, Kohn, Swift & Graf, P.C., 1101 Market
Street, Suite 2400, Philadelphia, PA 19107-2924
Dear Mr. Kohn: This responds to your letter of December 1, 1995,
on behalf of your client, Potamkin Auto Center, Ltd. (``Potamkin''),
concerning the proposed consent decree between the Department of
Justice and the National Automobile Dealers Association (``NADA'').
The proposed decree settles a civil antitrust suit in which the
Department alleged that the NADA, through its officers and
directors, conspired to lessen competition in the retail automobile
industry.
Your letter addresses the notification that NADA must publish
and send to its members to inform them of the decree's requirements.
You ask that it include an additional statement that group
activities by competitors designed to restrict price competition are
illegal, whether or not such group activities are officially
sanctioned by the trade association.
We have carefully considered your comment and have determined
that the decree, along with its notification provisions, is fully
adequate to prevent continuation or recurrence of the violations
alleged in the complaint. The complaint alleged that the NADA
engaged in conduct intended to limit price competition in the retail
automobile sales industry. Accordingly, the prohibitions of the
decree apply to the NADA, its officers, directors, employees and
other persons acting on its behalf. Because the decree does not
apply to the activities of dealers acting independently of the NADA,
we have concluded that additional provisions directed at such
actions would not be appropriate.
Your letter also raises concerns about a recent policy
implemented by American Honda Motors Co., Inc. (``Honda'') that
prohibits all Honda dealers in the United States from transferring
new automobiles to certain third party resellers, a group that would
include Potamkin. You ask that the Antitrust Division expand its
investigation to include these and other related practices.
Your letter states that Honda's policy represents Honda's
joinder in a dealers' agreement to eliminate price competition from
automobile brokers. Based on the evidence available at the time the
complaint was filed, the Department did not initiate a suit against
any automobile manufacturer, and did not allege that any automobile
manufacturer had entered into agreements with the NADA or automobile
dealers. You do not provide evidence that the dealers had such an
agreement or that Honda's action was part of such a conspiracy.
Moreover, unilateral action on Honda's part, unless it constitutes
monopolization or attempted monopolization, is not prohibited by the
antitrust laws. If you have additional
[[Page 25895]]
information about Honda or other manufacturers, the Department would
of course consider it.
Finally, you request the opportunity to appear before the Court
to be heard regarding the decree's notification provisions and to
present additional evidence of concerted activities by automobile
dealers and manufacturers. Under Section 2 of the Antitrust
Procedures and Penalties Act (the ``Tunney Act''), 15 U.S.C.
Sec. 16(b), which governs proposed final judgments such as this one,
the Court may hold a hearing in order to make its determination as
to whether the proposed decree is in the public interest, but is not
required to do so. As discussed above, we believe that the decree
fully redresses the violations alleged in the complaint and that the
addition you propose to the decree's notification provisions would
apply to activities not covered by that decree. Moreover, a Tunney
Act hearing is an inappropriate forum to consider evidence of
alleged concerted conduct that is not addressed in the complaint.
See U.S. v. Microsoft, 56 F.3d 1448 (D.C. Cir 1995). If you are
aware of any such evidence, we encourage you to bring it to our
attention. While we do not believe the hearing you request is
appropriate, we will provide a copy of your letter, along with this
response, to the Court when we file our response to public comments.
I hope this letter responds to your concerns. Thank you for your
interest in this matter and in the enforcement of the antitrust
laws.
Sincerely yours,
Mary Jean Moltenbrey,
Chief, Civil Task Force.
[FR Doc. 96-12775 Filed 5-22-96; 8:45 am]
BILLING CODE 4410-01-M