[Federal Register Volume 62, Number 160 (Tuesday, August 19, 1997)]
[Notices]
[Pages 44138-44146]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-21855]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Allied Waste Industries, Inc.; Proposed Final 
Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Secs. 16 (b) through (h), that a Complaint, 
Stipulation and Order and a proposed Final Judgment, an Amended 
Complaint, Notice of Filing an Amended Complaint and proposed Final 
Judgment, and a Competitive Impact Statement have been filed with the 
United States District Court for the Northern District of Texas, Fort 
Worth Division in United States and State of Texas v. Allied Waste 
Industries, Inc., Civil Action No. 497-CV 564 E.
    On July 14, 1997, the United States and State of Texas filed a 
Complaint naming Allied Waste Industries, Inc. and USA Waste Services, 
Inc. as defendants. On July 15, 1997, a Stipulation and Order were 
filed and entered along with a proposed Final Judgment. Pursuant to the 
Stipulation and Order, an Amended Complaint, and an amended proposed 
Final Judgment both of which dropped USA Waste Service, Inc. as a 
defendant, were filed on July 29, 1997. A Competitive Impact Statement 
was also filed on July 29, 1997. The Complaint and Amended Complaint 
alleged that the proposed acquisition by Allied Waste Industries, Inc. 
(``Allied'') of the Crow Landfill in Tarrant County, Texas from USA 
Waste Services, Inc. would violate Section 7 of the Clayton Act, 15 
U.S.C. Sec. 18. The amended proposed Final Judgment, filed the same 
time as the Amended Complaint, requires Allied to, among other things, 
to divest more than 1.4 million cubic yards of landfill space over a 
five-to-ten year period at the two landfills Allied will own in the 
Tarrant County area after the acquisition; to accept waste at each of 
the two Allied

[[Page 44139]]

landfills in the Tarrant County area from haulers not affiliated with 
Allied on non-price terms and conditions identical to those provided to 
Allied; and to sell additional landfill space in the event that Allied 
expands its capacity at the Crow Landfill or develops a new landfill 
near the Crow Landfill within the next ten years.
    Public comment is invited within the statutory 60-day comment 
period. Such comments and response thereto will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to J. Robert Kramer, Chief, Litigation II Section, Antitrust Division, 
United States Department of Justice, 1401 H Street, NW, Suite 3000, 
Washington, DC 20530 (telephone: 202-307-0924).
    Copies of the Complaint, Stipulation and Order, Amended Complaint, 
Notice of Filing Amended Complaint and Proposed Final Judgment, the 
proposed Final Judgment, and the Competitive Impact Statement are 
available for inspection in Room 215 of the U.S. Department of Justice, 
Antitrust Division, 325 7th Street, NW, Washington, DC 20530, (202) 
514-2841. Copies for these materials may be obtained upon request and 
payment of a copying fee.
Constance K. Robinson,
Director of Operations.

United States District Court, Northern District of Texas, Fort Worth 
Division

    United States of America and State of Texas, Plaintiffs, v. 
Allied Waste Industries, Inc., and USA Waste Services, Inc. 
Defendants. Civil Action No.: 497-CV-564 E.

Stipulation and Order

    It is stipulated by and between the undersigned parties, through 
their respective attorneys, that:
    1. The Court has jurisdiction over the subject matter of this 
action and over each of the parties hereto, and venue of this action is 
proper in the Northern District of Texas.
    2. The parties consent that a Final Judgment in the form hereto 
attached may be filed and entered by the Court, upon the motion of any 
party or upon the Court's own motion, at any time after compliance with 
the requirements of the Antitrust Procedures and Penalties Act (15 
U.S.C. Sec. 16(b)-(h)), and without further notice to any party or 
other proceedings, provided that plaintiff United States 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.
    3. The defendants shall abide by and comply with the provisions of 
the proposed Final Judgment pending entry of the Final Judgment, or 
until expiration of time for all appeals of any court ruling declining 
entry of the proposed Final Judgment and shall, from the date of the 
signing of this Stipulation, comply with all the terms and provisions 
of the proposed Final Judgment thereof as though the same were in full 
force and effect as an order of the Court.
    4. This Stipulation shall apply with equal force and effect to any 
amended proposed Final Judgment agreed upon in writing by the parties 
and submitted to the Court. In the event that, as contemplated by 
defendants, the assets which are the subject of the Complaint and 
proposed Final Judgment (``the Crow Landfill'') are transferred by 
defendant USA Waste Services, Inc. (``USA Waste'') to defendant Allied 
Waste Industries, Inc. (``Allied'') subsequent to the Court entering 
this Stipulation and prior to the entry of the attached Final Judgment, 
than an amended Complaint and amended proposed Final Judgment which do 
not name USA Waste as a defendant in either pleading shall be filed 
herein and submitted to the Court.
    5. In the event plaintiff United States withdraws its consent, as 
provided in paragraph 2 above, or if the proposed Final Judgment is not 
entered pursuant to this Stipulation, the time has expired for all 
appeals of any Court ruling declining entry of the Final Judgment, and 
if the Court has not otherwise ordered continued compliance with the 
terms and provisions of the Final Judgment, then the parties are 
released from all further obligations under this Stipulation, and the 
making of this Stipulation shall be without prejudice to any party in 
this or any other proceeding.
    6. Allied represents that the divestiture ordered in the proposed 
Final Judgment can and will be made, and that it will later raise no 
claims of hardship or difficulty as grounds for asking the court to 
modify any of the divestiture provisions contained therein.
    7. The parties request that the Court acknowledge the terms of this 
Stipulation by entering the Order in this pleading. Respectfully 
submitted.

    For Plaintiff United States of America:
Joel I. Klien,
Acting Assistant Attorney General.
Donna E. Patterson,
Counselor to the Assistant Attorney General.
Charles E. Biggo,
Senior Counsel to the Assistant Attorney General.
Constance K. Robinson,
Director of Operations.
J. Robert Kramer II,
PA Bar #23963.
Willie L. Hudgins,
DC Bar #37127.
David R. Bickel.
DC Bar #393409.
Michael K. Hammaker,
DC Bar #233684
Attorneys, Department of Justice, Antitrust Division, 1401 H St., 
N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202) 307-
6283 (Facsimile)

Paul E. Coggins,
United States Attorney.
Marc W. Barta,
TX Bar #01838200, Assistant U.S. Attorney, Northern District of Texas, 
801 Cherry Street, Ste. 1700, Fort Worth, TX 76102-6897, (817) 978-
3291, (817) 978-6351 (Facsimile)

    Dated: July 14, 1997.

    For Plaintiff State of Texas:
Dan Morales,
Attorney General of Texas.
Jorge Vega,
First Assistant Attorney General.
Laquita A. Hamilton,
Deputy Attorney General for Litigation.
Paul Elliott,
Chief Consumer Protection Division.
Mark Tobey,
Assistant Attorney General, Chief Antitrust Section.
Amy R. Krasner,
Assistant Attorney General, TX Bar #00791050.

Office of the Attorney General of Texas, P.O. Box 12548, Austin, TX 
78711-2548, (512) 463-2185, (512) 320-0975

    Dated: July 14, 1997.

    For Defendant USA Waste Services, Inc.:
James R. Weiss,
DC Bar #379798, Preston Gates Ellis & Rouvelas Meeds LLP, Suite 500, 
1735 New York Avenue, NW., Washington, DC 20006-5209, (202) 662-8400, 
(202) 789-0988 (Facsimile)

    Attorneys for USA Waste Services, Inc.

    Date: July 11, 1997.

James D. McCarthy,
TX Bar #13367700, Hughes & Luce, 1717 Main Street, Suite 2800, Dallas, 
TX 75201, (214) 939-5441, (213) 939-6100 (Facsimile)

    Local Counsel for USA Waste Services, Inc.

    Date: July 14, 1997.


[[Page 44140]]


    For Defendant Allied Waste Industries, Inc.:
Tom D. Smith,
DC Bar #221986, Jones, Day, Reavis & Pogue, Metropolitan Square, 1450 G 
Street, NW., Washington, DC 20005-2088, (202) 879-3900, (202) 737-2832 
(Facsimile)

    Attorneys for Allied Waste Industries, Inc.

    Date: July 11, 1997.

Thomas R. Jackson,
TX Bar #10496700, Jones, Day, Reavis & Pogue, 2300 Trammel Crow Center, 
2001 Ross Avenue, Dallas, TX 75202-2958, (214) 220-3939, (214) 969-5100 
(Facsimile)

    Local Counsel For Allied Waste Industries, Inc.

    Date: July 11, 1997.

    Upon Review of this Stipulation by the parties, the Court 
acknowledges by this Order that the parties have consented to the terms 
specified in this Stipulation and the entry of the Final Judgment 
subject to the provisions of the Antitrust Procedures and Penalties Act 
(15 U.S.C. Sec. 16 (b)--(h)).
    So ordered on this 15th day of July, 1997.
Eldon B. Mahon,
United States District Court Judge.

Certification of Service

    I hereby certify that a copy of the foregoing has been served upon 
the attorneys for USA Waste Services, Inc., the attorneys for Allied 
Waste Industries, Inc, and the Office of the Attorney General of the 
State of Texas, by placing a copy in the U.S. Mail, directed to each of 
the above-named parties at the addresses given below, this 14th day of 
July, 1997.

USA Waste Services, Inc., c/o James R. Weiss, Preston, Gates, Suite 
500, 1735 New York Ave., NW., Washington, DC 20006
USA Waste Services, Inc., c/o James D. McCarthy, Hughes & Luce, 1717 
Main Street, Suite 2800, Dallas, TX 75201
Allied Waste Industries, Inc., c/o Tom D. Smith, Jones, Day, Reavis, & 
Pogue, Metropolitan Square, 1450 G Street, NW., Washington, DC 20005-
2088
Allied Waste Industries, Inc., c/o Thomas R. Jackson, Jones, Day, 
Reavis & Pogue, 2300 Trammel Crow Center, 2001 Ross Avenue, Dallas, TX 
75202-2598
State of Texas: Amy Krasner, Assistant Attorney General, Antitrust 
Section, Office of the Attorney General of Texas, P.O. Box 12548, 
Austin, TX 78711-2548
David R. Bickel,
Attorney, U.S. Department of Justice, Antitrust Division, 1401 H 
Street, N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202) 
307-6283 (Facsimile).

United States District Court, Northern District of Texas, Forth Worth 
Division

    United States of America and State of Texas, Plaintiffs, v. 
Allied Waste Industries, Inc. Defendant. Civil Action No.: 497-CV 
564 E. Filed 7/29/97.

Final Judgment

    Whereas, plaintiffs, United States of America (``United States'') 
and the State of Texas (``Texas''), having filed their Complaint herein 
on July 11, 1997, and Amended Complaint on July 29, 1997, and 
plaintiffs and defendant Allied Waste Industries, Inc. (``Allied''), by 
its 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, defendant Allied has agreed to be bound by the 
provisions of this Final Judgment pending its approval by the Court;
    And Whereas, prompt and certain divestiture of certain assets to 
assure that competition is not substantially lessened is the essence of 
this agreement;
    And Whereas, the parties intend to require Allied to divest 
Airspace Assets as specified herein;
    And Whereas, defendant has represented to plaintiffs that the 
divestiture required below can and will be made and that Allied will 
later raise no claims of hardship or difficulty as grounds for asking 
the Court to modify any of the terms 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 the subject matter of this action 
and over each of the parties hereto. The Complaint states a claim upon 
which relief may be granted against the defendant under Section 7 of 
the Clayton Act, as amended (15 U.S.C. Sec. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``Allied'' means defendant Allied Waste Industries, Inc., a 
Delaware corporation with its headquarters in Phoenix, Arizona, and its 
successors and assigns, their subsidiaries, affiliates, directors, 
officers, managers, agents and employees.
    B. ``USA Waste'' means USA Waste Services, Inc., a Delaware 
corporation with its headquarters in Houston, Texas, and its successors 
and assigns, their subsidiaries, affiliates, directors, officers, 
managers, agents and employees.
    C. ``Tarrant County Area'' means the Texas counties of Tarrant, 
Johnson and Denton.
    D. ``Crow Landfill'' means that landfill also known as the Fort 
Worth Landfill and located in Tarrant County at 7797 Confederate Park 
Road, Fort Worth, Texas 76108.
    E. ``Turkey Creek Landfill'' means that landfill located in Johnson 
County at Interstate 35 West and Exit 21, P.O. Drawer 0, Alvarado, 
Texas 76009.
    F. ``Airspace Assets'' means the assets to be divested by Allied in 
this Final Judgment. The term means the right to dispose (1) over a 
five-year period, beginning on the date of the divestiture, or the life 
of the Crow Landfill, whichever is longer, of up to a total of 880,000 
cubic yards of waste, measured at the gate house, at the Crow Landfill, 
and (2) over a ten-year period, beginning on the date of the 
divestiture, of up to a total of 560,000 cubic yards of waste at the 
Turkey Creek Landfill. The disposal volumes specified at each landfill 
shall be subject to modification in accordance with the provisions of 
Sections IV.D(3) and IV.D(4) herein. The aggregate airspace rights at 
the Crow Landfill and the Turkey Creek Landfill may be divided and sold 
to separate purchasers. In addition, the airspace rights at each 
landfill may be sold to more than one purchaser. In any single year, 
the purchaser(s) of the airspace rights may not dispose of more than 
the Maximum Annual Disposal amount specified in Section II.G.
    G. ``Maximum Annual Disposal'' means the maximum amount the 
purchaser of the airspace rights may dispose of in one year at the Crow 
or Turkey Creek Landfills under an agreement to purchase Airspace 
Assets. Based on the total cubic yards specified in Section II.F, the 
``Maximum Annual Disposal'' is 275,000 cubic yards at the Crow Landfill 
and 125,000 cubic yards at the Turkey Creek Landfill, plus any 
increases in the Airspace Assets due to the inclusion of additional 
space as required by Sections IV.B, IV.D(3) and IV.D(4). If more than 
one company purchases the Airspace Assets at the Crow Landfill, the 
Maximum Annual Disposal for each purchaser shall be

[[Page 44141]]

specified in the respective purchase agreement, and the collective 
total of all purchasers' Maximum Annual Disposals at the Crow Landfill 
shall be no less than 275,000 cubic yards. If more than one company 
purchases the Airspace Assets at the Turkey Creek Landfill, the Maximum 
Annual Disposal for each purchaser shall be specified in the respective 
purchase agreement, and the collective total of all purchasers' Maximum 
Annual Disposals at the Turkey Creek Landfill shall be no less than 
125,000 cubic yards.
    H. ``Independent Hauler'' means any private company (other than 
Waste Management of North America, Inc. (``WMI''), Waste Management, 
Incorporated (``WMX'') or Allied) or municipality that provides waste 
hauling service in the Tarrant County Area.

III. Applicability

    A. The provisions of this Final Judgment apply to the defendant 
Allied, its successors and assignees, its subsidiaries, affiliates, 
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.
    B. Allied shall require, as a condition of the sale or other 
disposition of all or substantially or all of its assets, or of a 
business unit that includes Allied's disposal business in the Tarrant 
County Area, that the acquiring party or parties agree to be bound by 
the provisions of this Final Judgment.

IV. Divestiture of Assets and Other Terms

    A. Allied is hereby ordered and directed, within one hundred twenty 
(120) days from the filing of the Complaint in this matter, or within 
five (5) days after notice of the entry of this Final Judgment by the 
Court, whichever is later, to divest the Airspace Assets as specified 
in Section II.F to a firm which is acceptable to the United States, in 
its sole determination, after consultation with Texas. Allied is 
further ordered and directed to notify plaintiffs in writing 
immediately when they have completed the divestitures.
    B. Following the date of divestiture, Allied shall maintain 
detailed records, subject to inspection by the United States and Texas 
in accordance with the provisions of Section IX.
    C. If Allied closes the Crow Landfill during the term of any 
agreement to purchase Airspace Assets applicable to the Crow Landfill, 
Allied shall meet its obligations under each purchase agreement for 
Airspace Assets by providing equivalent space at the Turkey Creek 
Landfill. The space at the Turkey Creek Landfill shall be provided 
under the same terms and conditions which were previously available to 
the purchaser(s) at the Crow Landfill, or, at the purchaser's option, 
under those disposal terms and conditions previously available to the 
purchasers of the Airspace Assets at the Turkey Creek Landfill.
    D. Allied is hereby ordered and directed to comply with the 
following obligations:
    (1) Assurance of Space Letters. Allied will supply, in a timely 
manner, any Independent Hauler with a letter assuring a municipality 
that the hauler can dispose of that municipality's waste in Allied's 
Crow or Turkey Creek Landfills.
    (2) Nondiscrimination. Allied agrees that (a) for any hauler or 
municipality it has agreed to accept waste from at either the Crow or 
Turkey Creek Landfills, and (b) for each purchaser of Airspace Assets 
or such persons designated by the purchaser to dispose of waste at the 
Crow or Turkey Creek Landfills, it will operate that landfill, gate, 
scale house, and disposal area under terms and conditions no less 
favorable than those provided to Allied's vehicles or to the vehicles 
of any municipality in the Tarrant County Area, except as to price and 
credit terms.
    (3) Additional Airspace Assets. If Allied obtains a permit within 
ten years to expand the Crow Landfill or to develop a new landfill 
adjacent to the Crow Landfill, it agrees to sell 20% of the expanded 
capacity to the existing Airspace Assets purchaser(s) at rates agreed 
to in the original purchase agreement for airspace assets. If the 
purchaser(s) does not buy the Additional Airspace Assets, Allied agrees 
to offer those assets for sale in the same manner it sold the original 
Airspace Assets.
    (4) Airspace Asset Minimums. The amounts of waste to be divested 
under the sale of the Airspace Assets are minimums and are based on 
cubic yards measured at the gate. If the actual remaining capacity at 
the Crow Landfill is greater than the original estimate of 4.4 million 
gate yards, Allied shall offer to sell (a) at the Crow Landfill, 20% of 
the remaining disposal capacity in excess of 4.4 million gate yards, 
and (b) at the Turkey Creek Landfill, 10% of the remaining disposal 
capacity in excess of 4.4 million gate yards, to the purchaser(s) of 
the Airspace Assets at the rates and terms specified in each purchase 
agreement for the Airspace Assets.
    (5) Approval. Allied will not re-purchase any portion of the 
Airspace Assets without approval from the Department of Justice, in its 
sole determination, after consultation with Texas.
    E. As part of the sale of the Airspace Assets, Allied will include 
an agreement to accept waste from each purchaser or such persons 
designated by the purchaser to dispose of waste at the Crow Landfill or 
the Turkey Creek Landfill.
    F. Unless the United States, after consultation with Texas, 
otherwise consents in writing, divestiture under Section IV.A, or by 
the trustee appointed pursuant to Section V, shall be accomplished in 
such a way as to satisfy the United States, in its sole determination 
after consultation with Texas, that the Airspace Assets can and will be 
used by the purchaser as part of a viable, ongoing business engaged in 
solid waste disposal in the Tarrant County Area. The divestiture made 
by Allied under Section IV.A or by the trustee under Section V.A shall 
be made (1) to a purchaser or purchasers that, in the sole judgment of 
the United States, has or have the capability and intent of competing 
effectively in the Tarrant County Area, and (2) has or have the 
managerial, operational, and financial capability to compete 
effectively in solid waste disposal in the Tarrant County Area.
    G. In accomplishing the divestitures ordered by this Final 
Judgment, Allied promptly shall make known, by usual and customary 
means, the availability of the Airspace Assets described in this Final 
Judgment. Allied shall inform any person making an 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. 
Allied shall also offer to furnish to all bona fide prospective 
purchasers, subject to customary confidentiality assurances, all 
information regarding the Airspace Assets customarily provided in a due 
diligence process except such information subject to attorney-client or 
work-product privileges. Allied shall make available such information 
to plaintiffs at the same time such information is made available to 
any other person. In giving notice of the availability of the Airspace 
Assets, Allied shall not exclude any persons bound by any non-compete 
obligations to Allied or USA Waste.
    H. Allied shall waive any non-compete obligation that would 
prohibit

[[Page 44142]]

any person from acquiring the Airspace Assets.
    I. Allied shall take all reasonable steps to accomplish quickly the 
divestiture contemplated by this Final Judgment.
    J. Pursuant to its divestiture of the Airspace Assets, Allied shall 
promptly advise the United States and Texas of its method for 
determining capacity at the Crow Landfill and for informing 
purchaser(s) expeditiously of any increase in the Airspace Assets as 
specified in Section IV.D(4). The proposed method shall be subject to 
the approval of the United States, in its sole determination, after 
consultation with Texas.

V. Appointment of Trustee

    A. In the event that Allied has not divested all of the assets 
required by Section IV.A, within the applicable time period specified, 
the Court shall appoint, on application of the United States, after 
consultation with Texas, a trustee selected by the United States to 
effect the divestiture required by Section IV.A. After the appointment 
of a trustee becomes effective, only the trustee shall have the right 
to sell the assets required to be divested pursuant to Section IV.A. 
Subject to Sections V.B and VI of this Final Judgment, the trustee 
shall have the power and authority to hire at the cost and expense of 
Allied any investment banker, 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 best price then obtainable upon a reasonable 
effort by the trustee, subject to the provisions of Section VI of this 
Final Judgment, and shall have such other powers as the Court shall 
deem appropriate. The trustee shall have the power and authority to 
accomplish the divestiture at the earliest possible time to a purchaser 
acceptable to the United States, in its sole judgment after 
consultation with Texas. Allied shall not object to a sale by the 
trustee on any grounds other than the trustee's malfeasance. Any such 
objections by Allied must be conveyed in writing to plaintiffs and the 
trustee within ten (10) days after the trustee has provided the notice 
required under Section VI.
    B. The trustee shall serve at the cost and expense of Allied, on 
such terms and conditions as the Court may prescribe, and shall account 
for all monies derived from the sale of the assets sold by the trustee 
and all costs and expenses so incurred. After approval by the Court of 
the trustee's accounting, including fees for its services, all 
remaining money shall be paid to Allied and the trust shall then be 
terminated. The compensation of such trustee shall be reasonable and 
based on a fee arrangement providing the trustee with an incentive 
based on the price and terms of the divestiture and the speed with 
which it is accomplished.
    C. Allied shall use its best efforts to assist the trustee in 
accomplishing the required divestiture. Subject to a customary 
confidentiality agreement, the trustee and any consultants, 
accountants, attorneys, and other persons retained by the trustee shall 
have full and complete access to the personnel, books, records, and 
facilities of the divestiture assets, and Allied shall develop 
financial or other information relevant to such assets as the trustee 
may reasonably request. Allied shall take no action to interfere with 
or to impede the trustee's accomplishment of the divestiture.
    D. 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 the divestiture ordered 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, the Airspace Assets, and 
shall describe in detail each contact with any person during that 
period. The trustee shall maintain full records of all efforts made to 
divest the Airspace Assets.
    E. If the trustee has not accomplished such divestiture within six 
months after its appointment becomes effective, the trustee shall 
thereupon 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 report of the parties, who shall each have the right to be heard 
and to make additional recommendations consistent with the purpose of 
the Final Judgment. The Court shall thereafter enter such orders as it 
shall deem appropriate in order to carry out the purpose of the Final 
Judgment, which shall, if necessary, include extending the trust and 
the term of the trustee's appointment.

VI. Notification

    A. Within two (2) business days following execution of a binding 
agreement to divest, including all contemplated ancillary agreements 
required to effect any proposed divestiture pursuant to Section IV or V 
of the Final Judgment, Allied or the trustee, whichever is then 
responsible for effecting the divestiture required herein, shall notify 
plaintiffs of the proposed divestiture. If the trustee is responsible, 
it shall similarly notify Allied. 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 
or expressed an interest or desire to acquire any ownership interest in 
the Airspace Assets or any of them, together with full details of the 
same. Within fifteen (15) days after receipt of the notice, plaintiffs 
may request from Allied, the proposed purchasers, or the trustee, if 
applicable, additional information concerning the proposed divestiture, 
the proposed purchaser or purchasers, and any other potential 
purchaser. Allied or the trustee shall furnish the additional 
information within fifteen (15) days of the receipt of the request. 
Within thirty (30) days after receipt of the notice or within fifteen 
(15) days after receipt of the additional information, whichever is 
later, the United States, after consultation with Texas, shall notify 
in writing Allied and the trustee, if there is one, if it objects to 
the proposed divestiture. If the United States fails to object within 
the period specified, or if the United States notifies in writing 
Allied and the trustee, if there is one, that it does not object, then 
the divestiture may be consummated, subject only to Allied's limited 
right to object to the sale under Section V.A. Upon objection by Allied 
under Section V.A., a divestiture proposed shall not be consummated 
unless approved by the Court.
    B. Thirty (30) days from the date when the sale of the Crow 
Landfill from USA Waste to Allied is consummated, but in no event later 
than August 30, 1997, and every thirty (30) days thereafter until the 
divestiture has been completed, Allied shall deliver to plaintiffs an 
affidavit as to the fact and manner of compliance with Sections IV and 
V of this Final Judgment. Each such report shall include, for each 
person who during the preceding thirty (30)

[[Page 44143]]

days made an offer, expressed an interest or desire to acquire, entered 
into negotiations to acquire, or made an inquiry about acquiring any 
ownership interest in the Airspace Assets or any of them, the name, 
address, and telephone number of that person and a detailed description 
of each contact with that person during that period. Allied shall 
maintain full records of all efforts made to divest the Airspace Assets 
or any of them.

VII. Financing

    Allied shall not finance all or any part of any purchase made 
pursuant to Sections IV or V of this Final Judgment without the prior 
written consent of the United States, after consultation with Texas.

VIII. Preservation of Assets

    Until the divestitures required by the Final Judgment have been 
accomplished, Allied shall take all steps necessary to ensure that the 
Airspace Assets are fully maintained in operable condition, and shall 
maintain and adhere to normal or previously approved repair, 
improvement, and maintenance schedules and comply with all federal and 
state regulations concerning landfills. Allied shall also take no 
action that would jeopardize the sale of the Airspace Assets. Allied 
shall appoint a person with oversight responsibility for the 
preservation of assets to insure compliance with this section of the 
Final Judgment.

IX. Compliance Inspection

    For the purpose of determining or securing compliance with this 
Final Judgment, and subject to any legally recognized privilege, from 
time to time:
    A. Duly authorized representatives of the United States or Texas, 
including consultants and other persons retained by the plaintiffs, 
shall, upon the written request of the Assistant Attorney General in 
charge of the Antitrust Division or the Attorney General of the State 
of Texas, and on reasonable notice to Allied made to its principal 
offices, be permitted:
    1. Access during office hours to inspect and copy all books, 
ledgers, accounts, correspondence, memoranda, and other records and 
documents in the possession or under the control of Allied, which may 
have counsel present, relating to any matters contained in this Final 
Judgment; and
    2. Subject to the reasonable convenience of Allied and without 
restraint or interference from them, to interview, either informally or 
on the record, Allied's directors, officers, employees, and agents who 
may have counsel present, regarding any such matters.
    B. Upon the written request of the Assistant Attorney General in 
charge of the Antitrust Division or the Attorney General of the State 
of Texas made to Allied and USA Waste at its principal offices, 
defendant shall submit such written reports, under oath if requested, 
with respect to any of the matters contained in this Final Judgment as 
may be requested.
    C. No information nor any documents obtained by the means provided 
in this Section IX shall be divulged by any representative of the 
United States or the Office of the Attorney General of Texas to any 
person other than a duly authorized representative of the Executive 
Branch of the United States or of the Office of the Attorney General of 
Texas except in the course of legal proceedings to which the United 
States or Texas 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 Allied 
to plaintiffs, Allied represents and identifies in writing the material 
in any such information or documents for which a claim of protection 
may be asserted under Rule 26(c)(7) of the Federal Rules of Civil 
Procedure, and defendant marks each pertinent page of such material, 
``Subject to claim of protection under Rule 26(c)(7) of the Federal 
Rules of Civil Procedure,'' then plaintiffs shall give ten (10) days 
notice to Allied prior to divulging such material in any legal 
proceeding (other than a grand jury proceeding) to which Allied is not 
a party.

X. 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 further orders and directions as may be necessary or 
appropriate for the construction, implementation, or modification of 
any of the provisions of this Final Judgment, for the enforcement of 
compliance herewith, and for the punishment of any violations hereof.

XI. Termination

    Unless this Court grants an extension, this Final Judgment will 
expire on the tenth anniversary of the date of its entry.

XII. Public Interest

    Entry of this Final Judgment is in the public interest.

  Dated:---------------------------------------------------------------

    Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. Sec. 16.

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

United States District Court, Northern District of Texas, Fort Worth 
Division

    United States of America and State of Texas, Plaintiffs, v. 
Allied Waste Industries, Inc., Defendant.
    Civil Action No.: 497-CV 564 E.

Competitive Impact Statement

    The United States, pursuant to Section 2(b) of the Antitrust 
Procedures and Penalties Act (``APPA''), 15 U.S.C. Sec. 16(b)-(h), 
files 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 July 14, 1997, the United States filed a civil antitrust 
Complaint alleging that the proposed acquisition by Allied Waste 
Industries, Inc. (``Allied'') of the Crow Landfill in Tarrant County, 
Texas from USA Waste Industries, Inc. (``USA Waste'') would violate 
Section 7 of the Clayton Act, 15 U.S.C. Sec. 18. An Amended Complaint 
was filed on July 29, 1997. The Complaint alleges that Allied and USA 
Waste are two of only four competitors in the greater Tarrant County 
area that operate commercial landfills for the disposals of municipal 
solid waste (``MSW'') generated in Tarrant County. If the acquisition 
were consummated, there would be only three operators competing to 
dispose of MSW generated in Tarrant County, and that loss of 
competition would likely result in consumers paying higher prices for 
waste disposal and hauling and receiving fewer or lesser quality 
services. MSW disposal is a service which involves the receiving of 
waste at landfills from haulers which have collected paper, food, 
construction material and other solid wastes from homes, businesses and 
industries, and transported that waste to a landfill. The payer for 
relief in the Complaint seeks: (1) a judgment that the proposed 
acquisition would violate Section 7 of the Clayton Act; and (2) a 
permanent injunction preventing Allied from acquiring the Crow Landfill 
from USA Waste.
    When the Complaint was filed, the United States also filed a 
proposed settlement that would permit Allied to complete its 
acquisition of USA Waste's Crow Landfill, but require certain 
divestitures of Airspace Assets and other terms that will preserve 
competition in the relevant market. This settlement consists of a 
Stipulation and Order and a proposed Final Judgment.

[[Page 44144]]

    The proposal Final Judgment requires Allied to sell the right to 
dispose of waste at the Crow Landfill being acquired by Allied from USA 
Waste, and at Allied's Turkey Creek Landfill in Johnson County. In 
particular, Allied is ordered to (1) divest up to a total of 880,000 
cubic yards of disposal space, measured at the gate house, at the Crow 
Landfill over a five year period or the life of the Crow Landfill, 
whichever is longer; and (2) divest up to a total of 560,000 cubic 
yards of disposal space at the Turkey Creek Landfill over a ten year 
period (together, ``Airspace Assets''). The Airspace Assets may be 
divided and sold to separate purchasers. In any single year, the 
purchaser(s) of the Airspace Assets may not dispose of more than the 
Maximum Annual Disposal amounts specified in the Final Judgment, which 
is 275,000 cubic yards at Crow and 125,000 cubic yards at Turkey Creek.
    Allied is also required to supply, in a timely manner, any 
Independent Hauler with a letter assuring the municipality that the 
hauler can dispose of that municipality's waste in Allied's Crow or 
Turkey Creek Landfills. Allied has agreed to nondiscrimination terms. 
It will accept waste from haulers not affiliated with Allied under 
conditions no less favorable than those provided to Allied's vehicles. 
Further, if Allied obtains a permit within ten years to expand the Crow 
Landfill or to develop a new landfill adjacent to the Crow Landfill, it 
agrees to sell 20% of the expanded capacity to the existing Airspace 
Assets purchaser(s) at the rates and terms specified in the original 
Airspace Assets purchase agreement. If the purchaser does not buy the 
assets, Allied will offer it for sale in the same manner it sold the 
original Airspace Assets.
    The amounts of disposal space to be divested are minimums and are 
based on cubic yards measured at the gate. If the actual remaining 
capacity of the Crow Landfill is greater than 4.4 million cubic yards, 
Allied must offer for sale 20% of the additional capacity at the Crow 
Landfill and 10% of the additional capacity at the Turkey Creek 
Landfill at the rates and terms specified in the original Airspace 
Assets purchase agreement(s). Allied will not re-purchase any portion 
of the assets without approval from the Department of Justice after 
consultation with Texas.
    The plaintiffs and defendant have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment would terminate the action, except that the 
Court would retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Description of the Events Giving Rise to the Alleged Violation

A. The Defendant and the Proposed Transaction
    Allied is among the ten largest solid waste hauling and disposal 
companies in the nation, and serves municipal, commercial, industrial 
and residential customers in 22 states. USA Waste is the third largest 
in the nation, and serves the same type of customers in 32 states. In 
1996, Allied had total revenues of over $806 million and USA Waste had 
total revenues of over $1 billion.
    On March 7, 1997, Allied agreed to acquire the Crow Landfill and 
other assets from USA Waste. This transaction, which would take place 
in the highly concentrated MSW disposal market at commercial landfills 
in the greater Tarrant County area, precipitated the government's suit.
B. Product and Geographic Markets
    The requirements imposed by Texas law and regulations limit the 
means by which MSW can be properly disposed. Landfills that are open to 
the general public, or ``commercial landfills,'' generally accept MSW 
from anyone or anywhere. Disposal of MSW at these commercial landfills 
is a line of commerce and a relevant product market. Landfills that 
accepts MSW from only certain areas, such as Arlington, Grand Prairie, 
and the City of Fort Worth landfills or ``captive landfills,'' are not 
viewed by most haulers of MSW to be substitutes for commercial 
landfills which includes Tarrant County, northern Johnson County, and 
southern Denton County. One of the captive landfills, the City of Fort 
Worth landfill, primarily accepts waste hauled to it from private 
individuals rather than commercial haulers.
    The cost of transporting MSW to a landfill site can be a 
substantial component of the cost of disposal. Total disposal costs may 
account for as much as 50 percent of the actual amount charged by a 
hauler for its collection services, hence limiting the areas where MSW 
can be economically transported and disposed of by haulers. The 
geographic location of landfills and associated transportation costs 
create localized markets for the disposal of MSW.
    Due to the high costs of transporting MSW, and the substantial 
travel time to other landfills based on distance or congested roadways, 
haulers of MSW generated in Tarrant County are limited to those 
commercial landfills located in the greater Tarrant County area, which 
includes Tarrant County, northern Johnson County, and southern Denton 
County. The four operators of commercial landfills in the relevant 
geographic market to which haulers of MSW generated in Tarrant County 
turn to dispose of MSW are USA Waste, which owns the Crow Landfill; 
Allied, which owns the Turkey Creek Landfill; WMI, which owns both the 
Westside Landfill and DFW Landfill; and the City of Farmers Branch, 
which owns the Camelot Landfill.

C. Harm to Competition as a Consequence of the Acquisition

    The Complaint alleges that the transaction would have the following 
effects, among others: that competition generally in providing disposal 
at commercial landfills to haulers of MSW generated in Tarrant County 
would be lessened substantially; that actual and potential competition 
between Allied and USA Waste in providing disposal at commercial 
landfills to haulers of MSW generated in Tarrant County will be 
eliminated; and that competition for the hauling of MSW generated in 
Tarrant County may be substantially lessened.
    Should Allied acquire the Crow Landfill, there will be only three 
landfill operators in the relevant market. The elimination of one of 
such a small number of significant competitors will significantly 
increase the likelihood that consumers will face higher prices and poor 
quality service for the disposal of MSW generated in Tarrant County.
    Allied and USA Waste compete with each other and with other 
companies to provide MSW disposal services in the greater Tarrant 
County area. That competition has resulted in lower waste disposal 
prices to haulers, which in turn has permitted those haulers to compete 
more effectively for business in Tarrant County. The elimination of 
competition resulting from the proposed acquisition of the Crow 
Landfill by Allied will likely result in price increases for the 
disposal of MSW generated in Tarrant County.
    Using a measure of market concentration called the Herfindahl-
Hirschman Index (``HHI''), which is defined and explained in Appendix 
A, the post-acquisition HHI, based on the amount of waste from Tarrant 
County disposed of in 1996 at the five landfills in the relevant 
geographic market, would exceed 3500, with an increase in the HHI of 
over 400. This number is likely understated because the capacity 
limitations on the Camelot Landfill limit

[[Page 44145]]

its ability to provide a competitive constraint. Thus, an acquisition 
by Allied of the Crow Landfill would substantially increase 
concentration in the market.
    Obtaining regulatory approval for either a new landfill or the 
expansion of an existing landfill in the greater Tarrant County area is 
a costly and time consuming process that can take several years. Entry 
by a new landfill or through the expansion of an existing one would not 
be timely, likely or sufficient to prevent harm to competition.
    Allied is also engaged in the collection and hauling of waste in 
the relevant geographic market. Allied and WMI are the dominant haulers 
in the relevant geographic market and account for roughly 80% of the 
hauling by private firms in Tarrant County. Post-acquisition, Allied 
would have an increased incentive to raise disposal prices to rival 
haulers in Tarrant County, to create a substantial barrier for entry to 
new haulers, or selectively to raise prices to punish or impede 
independent haulers who attempt to compete with it in Tarrant County.

III. Explanation of the Proposed Final Judgment

    The provisions of the proposed Final Judgment are designed to 
eliminate the anticompetitive effects of the acquisition of the Crow 
Landfill by Allied from USA Waste.
    The proposed Final Judgment requires the Airspace Assets to be 
divested within one hundred twenty (120) days from the filing of the 
complaint, or within five (5) days after notice of the entry of the 
Final Judgment. The Airspace Assets will be divested to a purchaser, or 
purchasers, who demonstrate to the sole satisfaction of the United 
States (after consultation with the State of Texas) that the assets 
will be used as part of an ongoing business engaged in solid waste 
disposal. If allied fails to sell the Airspace Assets, a trustee will 
be appointed. The Final Judgment provides that Allied will pay all 
costs and expenses of the trustee. The trustee's commission will be 
structured so as to provide an incentive for the trustee based on the 
price obtained and the speed with which divestiture is accomplished. 
After his or her appointment becomes effective, the trustee will file 
monthly reports with the parties and the Court, setting forth the 
trustee's efforts to accomplish divestiture. If the trustee has not 
accomplished the divestiture within six months of its appointment, the 
trustee and the parties will make recommendations to the Court which 
shall enter such orders as appropriate in order to carry out the 
purpose of the trust, including extending the trust or the term of the 
trustee's appointment.
    The relief sought in the Complaint has been tailored to insure that 
it will protect consumers of hauling services and MSW disposal services 
at commercial landfills from the higher prices and poorer quality 
service that might otherwise result from the acquisition.

IV. Remedies Available to Potential Private Litigants

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

V. Procedures Available for Modification of the Proposed Final Judgment

    The United States and defendant have consented that a proposed 
Final Judgment may be entered by the Court after compliance with the 
provisions of the APPA, provided that the United States has not 
withdrawn its consent. The APPA conditions entry of a Final Judgment 
upon the Court's determination that the proposed Final Judgment is in 
the public interest. The APPA provides a period of at least 60 days 
preceding the effective date of the proposed Final Judgment within 
which any person may submit to the United States written comments 
regarding the proposed Final Judgment. Any person who wishes to comment 
should do so within sixty (60) days of the date of publication of this 
Competitive Impact Statement in the Federal Register. The United States 
will evaluate and respond to the comments. All comments will be given 
due consideration by the Department of Justice, which remains free to 
withdraw its consent to the proposed Judgment at any time prior to 
entry. The comments and the response of the United States will be filed 
with the Court and published in the Federal Register. Written comments 
should be submitted to: J. Robert Kramer II, Chief, Litigation II 
Section, Antitrust Division, United States Department of Justice, 1401 
H Street, NW., Suite 3000, Washington, DC 20530.
    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. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, a full trial on the merits against defendant Allied. 
The United States could have brought suit and sought preliminary and 
permanent injunctions against Allied's acquisition. The United States 
is satisfied, however, that the divestiture of the described assets and 
the other terms specified in Part I and in the proposed Final Judgment 
will encourage viable MSW disposal competitors in the greater Tarrant 
County area. The United States is satisfied that the proposed relief 
will prevent the acquisition from having anticompetitive effects in 
this market. The divestiture of Airspace Assets Space and the other 
proposed terms will restore the market to a structure that existed 
prior to the acquisition and will preserve the existence of independent 
hauling competitors in the area.

VII. Standard of Review Under the APPA for Proposed Final Judgment

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

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

15 U.S.C. Sec. 16(e) (emphasis added). As the Court of Appeals for the 
District of Columbia Circuit recently held, the APPA permits a Court to 
consider, among other things, the relationship between the remedy 
secured and the specific allegations set forth in the government's 
complaint, whether the

[[Page 44146]]

decree is sufficiently clear, whether enforcement mechanisms are 
sufficient, and whether the decree may positively harm third parties. 
See United States v. Microsoft, 56 F.3d 1448 (D.C. Cir. 1995).
    In conducting this inquiry, ``the Court is nowhere compelled to go 
to trial or to enage in extended proceedings which might have the 
effect of vitiating the benefits of prompt and less costly settlement 
through the consent decree process.'' 1 Rather,

    \1\ 119 Cong. Rec. 24598 (1973). See, United States v. Gillette 
Co., 406 F. Supp. 713, 715 (D.Mass.1975). A ``public interest'' 
determination can be made properly on the basis of the Competitive 
Impact Statement and Response to Comments filed pursuant to the 
APPA. Although the APPA authorizes the use of additional procedures, 
15 U.S.C. Sec. 16(f), those procedures are discretionary. A court 
need not invoke any of them unless it believes that the comments 
have raised significant issues and that further proceedings would 
aid the court in resolving those issues. See, H.R. 93-1463, 93rd 
Cong. 2d Sess. 8-9, reprinted in (1974) U.S. Code Cong. & Ad. News 
6535, 6538.
---------------------------------------------------------------------------

absent a showing of corrupt failure of the government to discharge 
its duty, the Court, in making its public interest finding, should . 
. . carefully consider the explanations of the government in the 
competitive impact statement and its responses to comments in order 
to determine whether those explanations are reasonable under the 
circumstances.

United States v. Mid-America Dairymen, Inc., 1977-1 Trade Cas. para. 
61,508, at 71,980 (W.D. Mo. 1977).
    Accordingly, with respect to the adequacy of the relief secured by 
the decree, a Court may not ``engage in an unrestricted evaluation of 
what relief would best serve the public.'' United States v. BNS, Inc., 
858 F.2d 456, 462 (9th Cir. 1988) quoting United States v. Bechtel 
Corp., 648 F.2d 660, 666 (9th Cir.), cert. denied, 454 U.S. 1083 
(1981); see also, Microsoft, 56 F.3d 1448 (D.C. Cir.1995). Precedent 
requires that

the balancing of competing social and political interests affected 
by a proposed antitrust consent decree must be left, in the first 
instance, to the discretion of the Attorney General. The court's 
role in protecting the public interest is one of insuring that the 
government has not breached its duty to the public in consenting to 
the decree. The court is required to determine not whether a 
particular decree is the one that will best serve society, but 
whether the settlement is ``within the reaches of the public 
interest.'' More elaborate requirements might undermine the 
effectiveness of antitrust enforcement by consent 
decree.2

    \2\ United States v. Bechtel, 648 F.2d at 666 (citations 
omitted) (emphasis added); see United States v. BNS, Inc., 858 F.2d 
at 463; United States v. National Broadcasting Co., 449 F. Supp. 
1127, 1143 (C.D. Cal. 1978); United States v. Gillette Co., 406 F. 
Supp. at 716. See also United States v. American Cyanamid Co., 719 
F.2d at 565.
---------------------------------------------------------------------------

    The proposed Final Judgment, therefore, should not be reviewed 
under a standard of whether it is certain to eliminate every 
anticompetitive effect of a particular practice or whether it mandates 
certainty of free competition in the future. Court approval of a final 
judgment requires a standard more flexible and less strict than the 
standard required for a finding of liability. ``[A] proposed decree 
must be approved even if it falls short of the remedy the court would 
impose on its own, as long as it falls within the range of 
acceptability or is `within the reaches of public interest.' (citation 
omitted).'' 3
---------------------------------------------------------------------------

    \3\ United States v. American Tel. and Tel. Co., 552 F. Supp. 
131, 150 (D.D.C. 1982), aff'd sub nom. Maryland v. United States, 
460 U.S. 1001 (1983) quoting United States v. Gillette Co., supra, 
406 F. Supp. at 716; United States v. Alcan Aluminum, Ltd., 605 F. 
Supp. 619, 622 (W.D. Ky 1985).
---------------------------------------------------------------------------

VIII. Determinative Documents

    There are no determinative materials or documents within the 
meaning of the APPA that were considered by the United States in 
formulating the proposed Final Judgment.

    Respectfully submitted,

    For Plaintiff United States of America:
J. Robert Kramer II,
PA Bar #23963.
Willie L. Hudgins,
DC Bar #37127.

Attorneys, U.S. Department of Justice, Antitrust Division
David R. Bickel,
DC Bar #393409.
Michael K. Hammaker,
DC Bar #233684.

Attorneys, U.S. Department of Justice, Antitrust Division, 1401 H 
St., N.W., Suite 3000, Washington, D.C. 20530, 202-307-0924, 202-
307-6283 (Facsimile)
Paul E. Coggins,
United States Attorney.
    for
Marc. W. Barta,
TX Bar #01838200, Assistant U.S. Attorney, Northern District of Texas, 
801 Cherry Street, Ste. 1700, Fort Worth, TX 76102-6897, 817-978-3291, 
817-978-6351 (Facsimile).
    Dated: July 29, 1997.

Certification of Service

    I hereby certify that a copy of the foregoing has been served upon 
the attorneys for USA Waste Service, Inc., the attorneys for Allied 
Waste Industries, Inc, and the Office of the Attorney General of the 
State of Texas, by placing a copy in the U.S. Mail, directed to each of 
the above-named parties at the addresses give below, this 29th day of 
July, 1997.

USA Waste Services, Inc., c/o James R. Weiss, Preston, Gates, Suite 
500, 1735 New York Ave., NW., Washington, DC 20006
USA Waste Services, Inc., c/o James D. McCarthy, Hughes & Luce, 1717 
Main Street, Suite 2800, Dallas, TX 75201
Allied Waste Industries, Inc., c/o Tom D. Smith, Jones, Day, Reavis & 
Pogue, Metropolitan Square, 1450 G Street, NW., Washington, DC 20005-
2088
Allied Waste Industries, Inc., c/o Thomas R. Jackson, Jones, Day, 
Reavis & Pogue, 2300 Trammel Crow Center, 2001 Ross Avenue, Dallas, TX 
75202-2598
State of Texas: Amy Krasner, Assistant Attorney General, Antitrust 
Section, Office of the Attorney General of Texas, P.O. Box 12548, 
Austin, TX 78711-2548
David R. Bickel,
Attorney, U.S. Department of Justice, Antitrust Division, 1401 H 
Street, N.W., Suite 3000, Washington, D.C. 20530, (202) 307-0924, (202) 
307-6283 (Facsimile).
[FR Doc. 97-21855 Filed 8-18-97; 8:45 am]
BILLING CODE 4410-11-M