[Federal Register Volume 61, Number 189 (Friday, September 27, 1996)]
[Notices]
[Pages 50872-50876]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24770]
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DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Jacor Communications, Inc. et al.; Proposed
Modified Final Judgment
Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. Section 16(b) through (h), that a proposed
Modified Final Judgment has been filed with the United States District
Court for the Southern District of Ohio in United States of America v.
Jacor Communications, Inc. et al., Civil Action C-1-96-757. The
Complaint in this case alleged that the proposed acquisition of
Citicasters, Inc. by Jacor Communications, Inc. would tend to lessen
competition substantially in the sale of radio advertising in
Cincinnati, Ohio and the surrounding areas in violation of Section 7 of
the Clayton Act, 15 U.S.C. 18. The Modified Final Judgment is
substantially similar to the proposed Final Judgment filed on August 5,
1996. The modifications ensure that Jacor will provide prior notice to
the Department of Justice before it acquires any interest, including
any financial, security, loan, equity or management interest, in any
non-Jacor radio station in the Cincinnati area.
Public comment 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 Donald J. Russell, Chief, Telecommunications Task Force, Antitrust
Division, Department of Justice, 555 4th Street, N.W., Room 8104,
Washington, D.C. 20001.
Constance K. Robinson,
Director of Operations.
Stipulation
It is stipulated by and between the undersigned parties, by their
respective attorneys, that:
A. The parties to this Stipulation agree to modify Section IX of
the proposed Final Judgment filed with the Court on August 5, 1996, as
shown in the attached Modified Final Judgment. The parties agree that
the proposed Modified Final Judgment, filed with this Stipulation,
shall supersede the original proposed Final Judgment. The parties
further agree that in all other respects, the provisions of the
Stipulation filed with the Court on August 5, 1996 shall remain in
effect.
B. The parties consent that the Modified Final Judgment in the form
attached may be filed and entered by the Court, upon any party's or 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), 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 entry of the proposed Final Judgment by serving notice on the
defendants and by filing that notice with the Court.
C. The parties shall abide by and comply with the provisions of the
proposed Modified Final Judgment pending entry of the Modified Final
Judgment, and shall, from the date of the filing of this Stipulation,
comply with all the terms and provisions of the proposed Modified Final
Judgment as though the same were in full force and effect as an order
of the Court.
D. In the event plaintiff withdraws its consent, as provided in
paragraph (A) above, 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.
E. All parties agree that this agreement can be signed in multiple
counter-parts.
Dated: September 12, 1996.
For the Plaintiff:
Nancy M. Goodman,
Assistant Chief, Telecommunications Task Force.
Andrew S. Cowan,
Attorney, Telecommunications Task Force, U.S. Department of Justice,
Antitrust Division, 555 4th Street N.W., Room 8104, Washington, DC
20001, (202) 514-5621.
For the Defendant:
Thomas B. Leary,
Counsel for Jacor Communications, Inc.
Tom D. Smith,
Counsel for Citicasters, Inc.
Modified Final Judgment
Whereas, plaintiff, the United States of America having filed its
Complaint herein on August 5, 1996, 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
herein, and without this Final Judgment constituting any evidence
against or an admission by any party with respect to any issue of law
or fact herein;
And whereas, defendants have agreed to be bound by the provisions
of this Final Judgment pending its approval by the Court;
And whereas, the essence of this Final Judgment is prompt and
certain divestiture of certain assets to assure that competition is not
substantially lessened;
And whereas, plaintiff requires Jacor to make certain divestitures
for the purpose of remedying the loss of competition alleged in the
Complaint;
And whereas, defendants have represented to plaintiff that the
divestitures ordered herein can be made and that Jacor will later raise
no claims of hardship or difficulty as grounds for asking the Court to
modify any of the divestiture provisions contained below;
Now, therefore, before the taking of any testimony, and without
trial or adjudication of any issue of fact or law herein, and upon
consent of the parties hereto, it is hereby ordered, adjudged, and
decreed as follows:
I. Jurisdiction
This Court has jurisdiction over each of the parties hereto and the
subject matter of this action. The Complaint states a claim upon which
relief may be granted against the defendants under Section 7 of the
Clayton Act, as amended (15 U.S.C. 18).
II. Definitions
As used in this Final Judgment:
A. ``Jacor'' means defendant Jacor Communications, Inc., an Ohio
corporation with its headquarters in
[[Page 50873]]
Cincinnati, Ohio and includes its successors and assigns, its
subsidiaries, and directors, officers, managers, agents, and employees
acting for or on behalf of Jacor.
B. ``Citicasters'' means defendant Citicasters Inc., a Florida
corporation with its headquarters in Cincinnati, Ohio, and includes its
successors and assigns, its subsidiaries, and directors, officers,
managers, agents, and employees acting for or on behalf of Citicasters.
C. ``WKRQ Assets'' means all of the assets, tangible or intangible,
used in the operation of the WKRQ-FM radio station (``WKRQ'') in
Cincinnati, Ohio, including but not limited to: all real property
(owned or leased) used in the operation of WKRQ; all broadcast
equipment, personal property, inventory, office furniture, fixed assets
and fixtures, materials, supplies and other tangible property used in
the operation of WKRQ; all licenses, permits and authorizations and
applications therefore issued by the Federal Communications Commission
(``FCC'') and other governmental agencies relating to WKRQ; all
contracts, agreements, leases and commitments of Citicasters pertaining
to WKRQ and its operations; all trademarks, service marks, trade names,
copyrights, patents, slogans, programming materials and promotional
materials relating to WKRQ; and all logs and other records maintained
by Citicasters or WKRQ in connection with the station's business. For
all assets used jointly by WKRQ and WWNK-FM or WKRC-TV prior to the
divestiture required by this Final Judgment, Jacor shall propose to
plaintiff, within 7 days of the consummation of the Jacor/Citicasters
Transaction, a plan for dividing such assets among these stations. Upon
approval of the plan by plaintiff, the term ``WKRQ Assets'' shall
include only those assets allocated under the plan to WKRQ.
D. ``Jacor Cincinnati Radio Station'' means each broadcast radio
station that is licensed to a community in the Cincinnati Area, and
that Jacor owns, operates, manages, or has an interest in, or for which
Jacor sells more than 20 percent of its advertising time.
E. ``Non-Jacor Radio Station'' means any radio broadcast station
licensed to a community in the Cincinnati Area that is not a Jacor
Cincinnati Radio Station.
F. ``Cincinnati Area'' means the Cincinnati, Ohio DMA as identified
by The Arbitron Radio Market Report for Cincinnati (Winter 1996).
G. ``Jacor/Citicasters Transaction'' means the proposed acquisition
of Citicasters by Jacor contemplated by the Agreement and Plan of
Merger, dated as of February 12, 1996.
III. Applicability
The provisions of this Final Judgment apply to each of the
defendants, its successors and assigns, it subsidiaries, directors,
officers, managers, agents, and employees, and all other 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.
IV. Divestiture of WKRQ
a. Jacor is hereby ordered and directed, in accordance with the
terms of this Final Judgment, within six (6) months of August 5, 1996,
to divest the WKRQ Assets to a purchaser acceptable to plaintiff.
Unless plaintiff otherwise consents in writing, the divestiture
pursuant to Section IV of this Final Judgment or by the trustee
appointed pursuant to Section V shall be accomplished in such a way as
to satisfy plaintiff, in its sole discretion, that the WKRQ Assets can
and will be used by the purchaser as a viable, ongoing business. The
divestiture, whether pursuant to Sections IV of V of this Final
Judgment, shall be made (i) To a purchaser that, in the plaintiff's
sole judgment, has the capability and intent of competing effectively,
and has the managerial, operational, and financial capability to
compete effectively as a radio station in the Cincinnati Area; and (ii)
pursuant to an agreement, the terms of which shall not interfere with
the ability of the purchaser to compete effectively.
B. Defendants agree to use their best efforts to accomplish the
divestiture as expeditiously and timely as possible. Plaintiff, in its
sole discretion, may extend the time period for the divestiture for two
additional periods of time not to exceed sixty (60) calendar days in
toto.
C. In accomplishing the divestiture ordered by this Final Judgment,
defendants promptly shall make known, by usual and customary means, the
availability of the WKRQ Assets. Defendants shall inform any person
making a bona fide inquiry regarding a possible purchase that the sale
is being made pursuant to this Final Judgment and provide such person
with a copy of this Final Judgment. Defendants shall make known to any
person making an inquiry regarding a possible purchase of the WKRQ
Assets that the assets described in Section II (C) are being offered
for sale. Defendants shall also offer to furnish to all bona fide
prospective purchasers, subject to customary confidentiality
assurances, all information regarding the WKRQ Assets customarily
provided in a due diligence process except such information subject to
attorney-client privilege or attorney work-product privilege.
Defendants shall make available such information to plaintiff at the
same time that such information is make available to any other person.
D. Defendants shall permit bona fide prospective purchasers of the
WKRQ Assets to have access to personnel and to make such inspection of
the assets, and any and all financial, operational, or other documents
and information customarily provided as part of a due diligence
process.
V. Appointment of Trustee
A. In the event that Jacor has not divested the WKRQ Assets within
six months of August 5, 1996, or within any extension granted under
Section IV, the Court shall appoint, on application of the plaintiff
and consistent with the rules of the FCC, a trustee selected by the
plaintiff to effect the divestiture of the assets.
B. After the trustee's appointment has become effective, only the
trustee shall have the right to sell the WKRQ Assets. The trustee shall
have the power and authority to accomplish the divestiture at the best
price then obtainable upon a reasonable effort by the trustee, subject
to the provisions of Section V and VI of this Final Judgment, and shall
have other powers as the Court shall deem appropriate. Subject to
Section V(C) of this Final Judgment, the trustee shall have the power
and authority to hire at the cost and expense of defendants any
investment bankers, attorneys, or other agents reasonably necessary in
the judgment of the trustee to assist in the divestiture, and such
professionals or agents shall be solely accountable to the trustee. The
trustee shall have the power and authority to accomplish the
divestiture at the earliest possible time to a purchaser acceptable to
plaintiff, and shall have such other powers as this Court shall deem
appropriate. Defendants shall not object to the sale of the WKRQ Assets
by the trustee on any grounds other than the trustee's malfeasance. Any
such objection by defendants must be conveyed in writing to plaintiff
and the trustee no later than fifteen (15) calendar days after the
trustee has provided the notice required under Section VI of this Final
Judgment.
C. The trustee 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 the asserts sold by the
trustee and all costs and expenses so incurred. After
[[Page 50874]]
approval by the Court of the trustee's accounting, including fees for
its services and those of any professionals and agents retained by the
trustee, all remaining monies shall be paid to defendants and the
trustee's services shall then be terminated. The compensation of such
trustee and of any professionals and agents retained by the trustee
shall be reasonable in light of the value of the divestiture and based
on a fee arrangement providing the trustee with an incentive base on
the price and terms of the divestiture and the speed with which is its
accomplished.
D. Defendants shall take no action to interfere with or impede the
trustee's accomplishment of the divestiture of the WKRQ Assets and
shall use their best efforts to assist the trustee in accomplishing the
required divestiture, including best efforts to effect all necessary
regulatory approvals. Subject to a customary confidentiality agreement,
the trustee shall have full and complete access to the personnel,
books, records, and facilities related to the WKRQ Assets, and
defendants shall develop such financial or other information as may be
necessary to the divestiture of the WKRQ Assets. Defendants shall
permit prospective purchasers of the WKRQ Assets to have access to
personnel and to make such inspection of physical facilities and any
and all financial, operational, or other documents and information as
may be relevant to the divestiture required by this Final Judgment.
E. After its appointment becomes effective, the trustee shall file
monthly reports with the parties and the Court setting forth the
trustee's efforts to accomplish divestiture of the WKRQ Assets as
contemplated under this Final Judgment; provided, however, that to the
extent such reports contain information that the trustee deems
confidential, such reports shall not be filed in the public docket of
the Court. Such reports shall include the name, address, and telephone
number of each person who, during the preceding month, made an offer to
acquire, expressed an interest in acquiring, entered into negotiations
to acquire, or was contacted or made an inquiry about acquiring, any
interest in the WKRQ Assets, and shall described in detail each contact
with any such person during that period. The trustee shall maintain
full records of all efforts made to divest these operations.
F. Within six (6) months after its appointment has become
effective, if the trustee has not accomplished the divestiture required
by section IV of this Final Judgment, the trustee shall promptly file
with the Court a report setting forth (1) the trustee's efforts to
accomplish the required divestiture, (2) the reasons, in the trustee's
judgment, why the required divestiture has not been accomplished, and
(3) the trustee's recommendations; provided, however, that to the
extent such reports contain information that the trustee deems
confidential, such reports shall not be filed in the public docket of
the court. The trustee shall at the same time furnish such reports to
the parties, who shall each have the right to be heard and to make
additional recommendations. The Court shall thereafter enter such
orders as it shall deem appropriate, which shall, if necessary, include
extending the term of the trustee's appointment.
VI. Notification
Within two (2) business days following execution of a definitive
agreement, to effect, in whole or in part, any proposed divestiture
pursuant to section IV or V of this Final Judgment, Jacor or the
trustee, whichever is then responsible for effecting the divestiture,
shall notify plaintiff of the proposed divestiture. If the trustee is
responsible, it shall similarly notify defendants. The notice shall set
forth the details of the proposed transaction and list the name,
address, and telephone number of each person not previously identified
who offered to, or expressed an interest in or a desire to, acquire any
ownership interest in the assets that are the subject of the binding
contract, together with full details of same. Within fifteen (15)
calendar days of receipt by plaintiff of such notice, plaintiff may
request from defendants, the proposed purchaser or purchasers, any
other third party, or the trustee if applicable additional information
concerning the proposed divestiture and the proposed purchaser or
purchasers. Defendants and the trustee shall furnish any additional
information requested within fifteen (15) calendar days of the receipt
of the request, unless the parties shall otherwise agree. Within thirty
(30) calendar days after receipt of the notice or within twenty (20)
calendar days after plaintiff has been provided the additional
information requested from defendants, the proposed purchaser or
purchasers, any third party, and the trustee, whichever is later,
plaintiff shall provide written notice to defendants and the trustee,
if there is one, stating whether or not it objects to the proposed
divestiture. If plaintiff provides written notice to defendants and the
trustee that it does not object, then the divestiture may be
consummated, subject only to defendants' limited right to object to the
sale under section V(B) of this Final Judgment. Absent written notice
that plaintiff does not object to the proposed purchaser or upon
objection by plaintiff, a divestiture proposed under section IV shall
not be consummated. Upon objection by plaintiff, or by defendants under
the proviso in section V(B), a divestiture proposed under section V
shall not be consummated unless approved by the Court.
VII. Affidavits
A. Within twenty (20) calendar days of August 5, 1996 and every
thirty (30) calendar days thereafter until the divestiture has been
completed whether pursuant to section IV or V of this Final Judgment,
Jacor shall deliver to plaintiff and affidavit as to the fact and
manner of defendants' compliance with section IV or V of this Final
Judgment. Each such affidavit shall include, inter alia, the name,
address, and telephone number of each person who, at any time after the
period covered by the last such report, made an offer to acquire,
expressed and interest in acquiring, entered into negotiations to
acquire, or was contacted or made an inquiry about acquiring, any
interest in the WKRQ Assets, and shall describe in detail each contact
with any such person during that period.
B. Within twenty (20) calendar days of August 5, 1996, defendants
shall deliver to plaintiff and affidavit which describes in reasonable
detail all actions defendants have taken and all steps defendants have
implemented on an on-going basis to preserve the WKRQ Assets pursuant
to section VIII of this Final Judgment. The affidavit also shall
describe, but not be limited to, defendants' efforts to maintain and
operate WKRQ as an active competitor, maintain the management, sales,
marketing and pricing of WKRQ apart from that of the other Jacor
Cincinnati Radio Stations, maintain and increase sales of advertising
time at WKRQ, and maintain the WKRQ Assets in operable condition,
continuing normal maintenance. Defendants shall deliver to plaintiff an
affidavit describing any changes to the efforts and actions outlined in
defendants' earlier affidavits(s) filed pursuant to this section within
fifteen (15) calendar days after the change is implemented.
C. Defendants shall preserve all records of all efforts made to
preserve and divest the WKRQ Assets.
VIII. Preservation of Assets Hold Separate
Until the divestiture required by the Final Judgment has been
accomplished.
A. Defendants shall preserve, hold, and continue to operate the
business of
[[Page 50875]]
WKRQ as an independent, ongoing, economically viable business, with its
assets, management, and operations separate, distinct, and apart from
the other Jacor Cincinnati Radio Stations. Defendants shall maintain
the business of WKRQ as a viable and active competitor to the other
Cincinnati radio stations, including the Jacor Cincinnati Radio
Stations.
B. Defendants shall not coordinate the marketing, promotion,
merchandising or terms of sale of advertising time on WKRQ with other
current or hereafter acquired Jacor Cincinnati Radio Stations. There
shall be no communications between personnel at WKRQ and those at other
Jacor Cincinnati Radio Stations relating to any confidential business
information, including any marketing, sales, pacing or rate information
relating to the sale of advertising time on radio stations in the
Cincinnati Area.
C. Defendants shall use all reasonable efforts to maintain and
increase sales of advertising time on WKRQ. In particular, defendants
shall, consistent with market conditions, provide promotional,
marketing and merchandising support for the sale of advertising time on
WKRQ, including maintaining or increasing expenditures designed to
promote WKRQ.
D. Defendants shall ensure that WKRQ has separate management,
programming, sales personnel and other employees from the other Jacor
Cincinnati Radio Stations, and ensure that the management, programming,
sales personnel and employees of other Jacor Cincinnati Radio Stations,
or anyone acting at their direction, do not influence or attempt to
influence, directly or indirectly, and operational, programming,
marketing or financial decisions of WKRQ, and vice versa.
E. Except in the ordinary course of business or as part of the
disposition of the WKRQ Assets under this Final Judgment, defendants
shall not, without the prior consent of plaintiff, sell, lease, assign,
transfer, or otherwise dispose of, or pledge for collateral for loans
(except such loans and credit facilities as are currently outstanding
or replacements or substitutes therefor), the WKRQ Assets, including
but not limited to the real estate, facilities, and equipment, all
tangible and intangible assets used in connection with WKRQ's format,
and all administrative, marketing, sales and support facilities,
related to the sale of advertising time on WKRQ.
F. Defendants shall provide and maintain sufficient working
capital, consistent with past practice, to maintain the WKRQ Assets as
a viable, ongoing business.
G. Defendants shall provide and maintain sufficient lines and
sources of credit, consistent with past practice, to maintain the
general business operations of WKRQ as a viable, ongoing business.
H. Consistent with the stations' existing practices, defendants
shall maintain, in accordance with sound accounting practices,
separate, true and complete financial ledgers, books and records
reporting the profits and losses of WKRQ on a monthly and quarterly
basis.
I. Defendants shall refrain from taking any action designed to
reduce the scope or level of competition between the general business
operations of WKRQ and other Cincinnati radio stations, including
current or hereafter acquired Jacor Cincinnati Radio Stations, or in
the sale of advertising time on radio stations in the Cincinnati Area,
without the prior consent of plaintiff.
J. Defendants shall refrain from taking any action designed to
jeopardize its ability to divest the WKRQ Assets as a viable, ongoing
business.
K. Defendants shall give five business days' prior notice to
plaintiff of its decision to terminate any WKRQ management staff, on-
air personality or sales employee.
L. Jacor shall not hire or contract to purchase services from any
WKRQ employee including management, sales or production staff or on-air
personality.
M. Defendants shall give five business days' notice to plaintiff
prior to either (1) changing WKRQ's format from Contemporary Hits
Radio, or (2) Jacor changing the format of any current or hereafter
acquired Jacor Cincinnati Radio Station to an Adult Hits, Top 40, Soft
Hits, Adult Contemporary, or to a similar format.
N. Defendants shall appoint a person or persons to oversee the WKRQ
Assets, and who will be responsible for defendants' compliance with
Section VIII of this Final Judgment.
IX. Notice
A. Unless such transaction is otherwise subject to the reporting
and waiting period requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, 15 U.S.C. 18a (the ``HSR Act''),
Jacor, without providing advance notification to the United States
Department of Justice, shall not directly or indirectly:
(1) Acquire any assets of or any interest, including any financial,
security, loan, equity or management interest, in any Non-Jacor Radio
Station or any person affiliated with any such Station; provided,
however, that Jacor need not provide notice under this provision for
any direct or indirect acquisition of equity of a Non-Jacor Radio
Station that would result in Jacor's holding no more than five percent
of the total equity of the station; and provided further that assets
for purpose of this Section IX(A) means (i) substantially all the
assets of a Non-Jacor Radio Station, or (ii) any trademarks, trade
names, service marks, service names, copyrights, or call letters, or
programming the purchase of which is accompanied by a non-compete
covenant, whether or not the acquired assets constitute substantially
all the assets of a Non-Jacor Radio Station; or
(2) Enter into any agreement or understanding that would allow
Jacor to market or sell advertising time for any Non-Jacor Radio
Station; provided, however, that Jacor need not provide notice under
this provision for any such agreement or understanding (i) that is
consideration for the sale by Jacor of proprietary news, weather or
traffic programming to any such Non-Jacor Radio Station and would
permit Jacor to sell no more than 5 percent of that stations;
advertising time for any day and no more than 20 percent of that
station's advertising time for any hour segment, or (ii) that is
consideration for Jacor's granting to such station rebroadcast rights
for a sports event to which Jacor has exclusive broadcast rights, and
would permit Jacor to sell no more than 15 percent of such station's
advertising time for any day.
Notification shall be provided to the United States Department of
Justice in the same format as, and per the instructions relating to the
Notification and Report Form set forth in the Appendix to Part 803 of
Title 16 of the Code of Federal Regulations as amended, except that the
information requested in Items 5-9 of the instructions must be provided
only with respect to Jacor Cincinnati Radio Stations. Notification
shall be provided at least thirty (30) days prior to acquiring any such
interest covered in (1) or (2) above, and shall include, beyond what
may be required by the applicable instructions, the names of the
principal representatives of the parties to the agreement who
negotiated the agreement, and any management or strategic plans
discussing the proposed transaction. If within the 30-day period after
notification, representatives of the Department make a written request
for addition information, Jacor shall not consummate the proposed
transaction or agreement until twenty (20) days after submitting all
such additional information. Early termination of the waiting periods
in this paragraph may
[[Page 50876]]
be requested and, where appropriate, granted in the same manner as is
applicable under the requirements and provisions of the HSR Act and
rules promulgated thereunder.
B. Jacor shall submit to the Department within ten (10) business
days following the end of each of Jacor's fiscal quarters a list of
each acquisition made by Jacor in that just-ended quarter of any assets
of a Non-Jacor Radio Station that was not subject to the reporting and
waiting period requirements of the HSR Act or to the notice and waiting
period requirements of Section IX(A); provided, however, that the
acquisition of physical assets valued at less than $25,000 need not be
included in the list. The list shall include the identity of the
parties to the transaction, the date of the transaction and a
description of the assets acquired.
C. This Section shall be broadly construed and any ambiguity or
uncertainty regarding the filing of notice under this Section shall be
resolved in favor of filing notice.
X. Compliance Inspection
Only for the purposes of determining or securing compliance with
the Final Judgment and subject to any legally recognized privilege,
from time to time:
A. Duly authorized representatives of the United States Department
of Justice, upon written request of the Attorney General or of the
Assistant Attorney General in charge of the Antitrust Division, and on
reasonable notice to defendants made to their principal offices, shall
be permitted:
(1) Access during office hours of defendants to inspect and copy of
all books, ledgers, accounts, correspondence, memoranda, and other
records and documents in the possession or under the control of
defendants, who may the counsel present, relating to enforcement of
this Final Judgment; and
(2) Subject to the reasonable convince of defendants and without
restraint or interference from it, to interview officers, employees,
and agents of defendants, who may have counsel present, regarding any
such matters.
B. Upon the written request of the Attorney General or of the
Assistant Attorney General in charge of the Antitrust Division, made to
defendants' principal offices, defendants shall submit such written
reports, under oath if requested, with respect to enforcement of this
Final Judgment.
C. No information or documents obtained by the means provided in
this Section X shall be divulged by plaintiff to any person other than
a duly authorized representative of the Executive Branch of the United
States, except in the course of legal proceedings to which the United
States is a party (including grand jury proceedings), or for the
purpose of securing compliance with this Final Judgment, or as
otherwise required by law.
D. If at the time information or documents are furnished by
defendants to plaintiff, defendants represent and identify 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, and defendants mark each pertinent page of such
material, ``Subject to claim of protection under Rule 26(c)(7) of the
Federal Rules of Civil Procedure,'' then ten (10) calendar days notice
shall be given by plaintiff to defendants prior to divulging such
material in any legal proceeding (other than a grand jury proceeding).
XI. Retention of Jurisdiction
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 such farther orders and directions as may be necessary or
appropriate for the construction or carrying out of this Final
Judgment, for the modification of any of the provisions hereof, for the
enforcement of compliance herewith, and for the punishment of any
violations hereof.
XII. Termination
Unless this Court grants an extension, this Final Judgment will
expire upon the tenth anniversary of the date of its entry, except that
plaintiff, after five years from the date of this Final Judgment's
entry, in its sole discretion, may notify Jacor and the Court that
Jacor shall no longer be subject to Section IX.
XIII. Public Interest
Entry of this Final Judgment is in the public interest.
Dated __________
Herman J. Weber,
United States District Judge.
[FR Doc. 96-24770 Filed 9-26-96; 8:45 am]
BILLING CODE 4410-01-M