[Federal Register Volume 62, Number 183 (Monday, September 22, 1997)]
[Notices]
[Pages 49527-49535]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-25077]
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DEPARTMENT OF JUSTICE
Antitrust Division
Proposed Final Judgment and Competitive Impact Statement; United
States v. Mid-America Dairymen, Inc., Southern Foods Group LP, and Milk
Products LLC
Notice is hereby given pursuant to the Antitrust Procedures and
Penalties Act, 15 U.S.C. Sec. 16 (b)-(h), that a proposed Final
Judgment, Stipulation, and Competitive Impact Statement have been filed
with the United States District Court for the Northern District of
Texas in United States v. Mid-America Dairymen, Inc., Southern Foods
Group LP, and Milk Products, LLC, Civil No. 3:97 CV 2162-P. The
proposed Final Judgment is subject to approval by the Court after the
expiration of the statutory 60-day public comment period and compliance
with the Antitrust Procedures and Penalties Act, 15 U.S.C. Sec. 16 (b)-
(h).
On September 3, 1997, the United States filed a Complaint seeking
to enjoin a transaction in which Mid-America Dairymen, Inc. (``Mid-
America'') would acquire the voting stock of Borden/Meadow Gold Dairies
Holdings, Inc. (``Borden/Meadow Gold''). Mid-America, through its
affiliate Southern Food Group LP (``Southern Foods''), and Borden/
Meadow Gold are two of the primary, and often the only, bidders to
supply milk to school districts in Eastern Texas and Louisiana, and
this transaction would have combined them to create a monopoly in many
of those school districts. The Complaint alleged that the proposed
acquisition would substantially lessen competition in providing milk to
school districts in Eastern Texas and Louisiana in violation of Section
7 of the Clayton Act, 15 U.S.C. Sec. 18.
The proposed Final Judgment orders Mid-America to sell the Texas,
Louisiana and New Mexico assets to be acquired from Borden/Meadow Gold
and, to the extent it sells them to a purchaser who has already agreed
to buy them (Milk Products LLC), to limit the financing that Mid-
America had agreed to provide to the purchaser. In the event Mid-
America does not sell to that purchaser, it must divest the assets to a
purchaser who has the capability to compete effectively in the
manufacture, sale and distribution of dairy products in New Mexico,
Texas and Louisiana. A Competitive Impact Statement filed by the United
States describes the Complaint, the proposed Final Judgment, and
remedies available to private litigants.
The public is invited to comment within the statutory 60-day
comment period. Written comments should be addressed to Roger W. Fones,
Chief, Transportation, Energy and Agriculture Section, U.S. Department
of Justice, Antitrust Division, 325 Seventh Street, N.W., Suite 500,
Washington, D.C. 20530 (telephone: (202) 307-6351). Comments must be
received within 60 days. Such comments, and the responses thereto, will
be published in the Federal Register and filed with the Court.
Copies of the Complaint, Stipulation, proposed Final Judgment, and
Competitive Impact Statement are available for inspection in Room 215
of the U.S. Department of Justice, Antitrust Division, 325 Seventh
Street, N.W., Washington, D.C. 20530 (telephone: (202) 514-2481), and
at the office of the Clerk of the United States District Court for the
Northern District of Texas, 1100 Commerce Street, Dallas, Texas 75242.
Copies of these materials may be obtained upon request and payment of a
copying fee.
Constance K. Robinson,
Director of Operations, Antitrust Division.
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
[[Page 49528]]
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 signing of this Stipulation, comply with all
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.
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 provision of the Final Judgment, then the parities 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. Defendants represent that the divestiture ordered in the
proposed Final Judgment can and will be made, and that they 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 Stipulation and Order.
Respectfully submitted.
For Plaintiff United States of America:
Joel I. Klien,
Assistant Attorney General.
A. Douglas Melamed,
Deputy Assistant Attorney General.
Roger W. Fones,
Chief, DC Bar # 303255.
Donna N. Kooperstein,
Assistant Chief, PA Bar # 26770.
Joan S. Huggler,
DC Bar # 927244.
Michael P. Harmonis,
PA Bar # 17994.
Robert D. Young,
DC Bar # 248260.
Attorneys, Antitrust Division, U.S. Department of Justice, 325
Seventh St. N.W., Washington, D.C., (202) 307-6456, (202) 616-2441.
Dated: September 2, 1997.
For Defendant Mid-America Dairymen, Inc.
W. Todd Miller,
DC Bar # 414930.
Baker & Miller PLLC, Suite 615, 700 Eleventh Street, NW, Washington,
D.C. 20001, (202)-637-9499, (202-637-9394 (Facsimile).
Attorneys for Mid-America Dairymen, Inc.
Dated: September 2, 1997.
For Defendant Southern Foods Group LP:
Jerry L. Beane,
TX Bar #01966000.
Strasburger & Price LLP, Suite 4300, 901 Main Street, Dallas, Texas
75202, (214-651-4521), (214)-651-4330 (Facsimile).
Attorneys for Southern Foods Group LP
Dated: September 2, 1997.
For Defendant Milk Products LLC:
Jerry L. Beane,
TX Bar #01966000.
Strasburger & Price LLP, Suite 4300, 901 Main Street, Dallas, Texas
75202, (214-651-4521), (214)-651-4330 (Facsimile).
Attorneys for Milk Products LLC
Dated: September 2, 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 ________ day of ________________, 1997.
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United States District Court Judge
Final Judgment
Whereas, plaintiff, United States of America (hereinafter ``United
States''), having filed its complaint herein on September 3, 1997, 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, prompt and certain divestiture is the essence of this
agreement to assure that competition is not substantially lessened;
And Whereas, defendants have represented to plaintiff that the
divestiture required below and the relief related thereto can and will
be made and that defendants will later raise no claim of hardship or
difficulty as grounds for asking the Court to modify any of the
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 thereto, it is hereby
Ordered, Adjudged and Decreed:
I
Jurisdiction
This Court has jurisdiction of the subject matter of this action
and each of the defendants hereto. The complaint states a claim upon
which relief may be granted against each 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. Mid-America means Mid-America Dairymen, Inc., a Kansas
corporation with headquarters in Springfield, Missouri, its members,
directors, officers, employees, affiliates, joint venture or limited
liability company partners, successors or assigns, and any agent or
representative thereof.
B. Southern Foods means Southern Foods Group LP, a partnership
organized under the laws of Delaware with headquarters in Dallas,
Texas, its members, directors, officers, employees, affiliates, joint
venture or limited liability company partners, successors or assigns,
or any agent or representative thereof.
C. Milk Products means Milk Products LLC, the limited liability
company formed by Allen A. Meyer to receive certain dairy processing
assets located in New Mexico, Texas and Louisiana formerly owned by
Borden/Meadow Gold Dairies Holdings, Inc., its members, directors,
officers, employees, affiliates, joint venture or limited liability
company partners, successors or assigns, or any agent or representative
thereof.
D. Divestiture Asserts or the Assets means the Borden/Meadow Gold
assets located in New Mexico, Texas and Louisiana that Mid-America will
acquire through purchase of the voting stock of Borden/Meadow Gold
Dairies Holdings, Inc.
E. The Marks means certain trademarks described in a Sublicense
Agreement between Southern Foods and Milk Products, which include
Borden, Elsie and other trademarks granted to Mid-America and/or
Southern Foods by license from Borden, Inc. and BDH Two, Inc.
F. Divest or Divestiture means the complete relinquishing of all
rights and equity and other interests in the Divestiture Assets,
provided that if Mid-America divests the Assets to Milk Products, it
may extend to Milk
[[Page 49529]]
Products the Loan defined herein. Divestiture also means to grant an
exclusive, royalty-free sublicense to use the Marks in Texas, Louisiana
and New Mexico and a non-exclusive, royalty-free sublicense to use the
Marks in Alabama, Arkansas, Florida, Mississippi, Tennessee, and
Mexico.
G. Milk Products Loan or the Loan means the approximately $40
million advanced by Mid-America or Mid-Am Capital LLC for the purchase
by Milk Products of the assets located in New Mexico, Texas and
Louisiana held by Borden/Meadow Gold Dairies Holdings, Inc., and for
which Milk Products has executed Note Purchase Agreements and other
related debt instruments setting forth the terms of the loan
arrangements.
III
Applicability
A. The provisions of this final judgment shall apply to the
defendants, Mid-America Dairymen, Southern Foods Group, and Milk
Products, their respective successors and assigns, and to 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. Each defendant shall provide written notice to the plaintiff no
later than 10 days subsequent to the effective date of any action
whereby the defendant (1) changes its name or corporate or
organizational structure; (2) liquidates or otherwise ceases operation;
or (3) declares bankruptcy. Such notice shall include a full
explanation of the action that invokes this provision and shall include
full documentation required to be filed with any judicial,
administrative or other official entity in connection with that action.
IV
Divestiture
A. Defendant Mid-America is hereby ordered and directed in
accordance with the terms of this Final Judgment, within 65 days of the
filing of this Final Judgment, or five days after notice of entry of
this Final Judgment by the Court, whichever is later, to divest the
Divestiture Assets and the Marks to a purchaser acceptable to the
United States. Plaintiff may, in its sole discretion, extend the time
period for an additional period of time, not to exceed 90 calendar days
in total.
B. Unless the United States otherwise consents in writing, the
divestiture of the Assets and the Marks pursuant to Paragraph IV (A),
or by a trustee appointed pursuant to Paragraph V of this Final
Judgment, shall include all of the Assets and the Marks to be divested
to a purchaser in such a way as to satisfy the United States in its
sole discretion that the Assets and the Marks can and will be used by
the purchaser as part of a viable, ongoing business engaged in the
manufacture, sale and distribution of dairy products in New Mexico,
Texas and Louisiana. The divestiture, whether pursuant to Paragraph IV
or V of this Final Judgment shall be made to a purchaser for whom it is
demonstrated to the sole satisfaction of the United States that (1) the
purchaser has the capability and intent of competing effectively in the
manufacture, sale and distribution of dairy products in New Mexico,
Texas and Louisiana; (2) the purchaser has or soon will have the
managerial, operational, and financial capability to compete
effectively in the manufacture, sale and distribution of dairy products
in New Mexico, Texas and Louisiana; and (3) none of the terms of any
agreement between the purchaser and Mid-America give Mid-America the
ability unreasonably to raise the purchaser's cost, to lower the
purchaser's efficiency, or otherwise to interfere in the ability of the
purchaser to compete effectively in the manufacture, sale and
distribution of dairy products in New Mexico, Texas and Louisiana.
C. The Divestiture of the Assets and the Marks to Milk Products, if
accomplished in accordance with this Final Judgment within twenty-four
hours following the acquisition by Mid-America of the voting stock of
Borden/Meadow Gold, is acceptable to the United States and no further
approval of plaintiff pursuant to this Paragraph IV or Paragraph IX is
required.
V
Apppointment of Trustee
A. In the event that Mid-America has not divested the Divestiture
Assets and the Marks within the time specified in Paragraph IV (A) of
this Final Judgment, the Court shall appoint, on application of the
United States, a trustee selected by the United States to effect the
divestiture of the Divestiture Assets and the Marks.
B. After the appointment of a trustee becomes effective, only the
trustee shall have the right to accomplish the divestiture of the
Assets and the Marks. 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
Paragraphs V and IX of this Final Judgment, and shall have such other
powers as the Court shall deem appropriate. Subject to Paragraph V (C)
of this Final Judgment, the trustee shall have the power and authority
to hire at the cost and expense of Mid-America any investment bankers,
attorneys, or other agents reasonably necessary in the judgment of the
trustee to assist in the divestiture, and such professionals and agents
shall be accountable solely 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 the United States, and shall
have such other powers as this Court shall deem appropriate. Mid-
America shall not object to a sale by the trustee on any grounds other
than the trustee's malfeasance. Any such objections by defendants must
be conveyed in writing to plaintiffs and the trustee within ten (10)
calendar days after the trustee has provided the notice required under
Paragraph IX of this Final Judgment.
C. The trustee shall serve at the cost and expense of Mid-America,
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 and
those of any professionals and agents retained by the trustee, all
remaining money shall be paid to Mid-America and the trust 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 Assets and the Marks 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.
D. Mid-America shall use its best efforts to assist the trustee in
accomplishing the required divestiture. 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 defendants, and defendants shall develop
financial or other information relevant to such assets as the trustee
may reasonably request, subject to reasonable protection for trade
secret or other confidential research, development, or commercial
information. Mid-America shall take no action to interfere with or to
impede the trustee's accomplishment of the divestiture.
[[Page 49530]]
E. After its appointment, 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. If the
trustee has not accomplished such divestiture within six (6) months
after its appointment, the trustee thereupon shall file promptly 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, that 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 to
the parties, who shall each have the right to be heard and to make
additional recommendations consistent with the purpose of the trust.
The Court shall enter thereafter such orders as it shall deem
appropriate in order to carry out the purpose of the trust, which may,
if necessary, include extending the trust and the term of the trustee's
appointment by a period requested by the plaintiffs.
VI
Divestiture of the Loan
If Mid-America sells the Divestiture Assets to Milk Products,
A. Mid-America shall reduce its holdings in the Milk Products Loan
as follows:
(1) to $30 million or less by December 31, 1997;
(2) to $13 million or less by September 1, 1998; and
(3) to zero by September 1, 1999.
B. Mid-America may sell off any portion of the Milk Products Loan
in order to meet the requirements of Paragraph VI(A), provided that no
third party purchaser of all or part of the Loan shall (1) be
affiliated in any way with Mid-America or (2) be a person engaged in
the production, sale or delivery of milk in the sales area of Milk
Products.
C. In connection with sale of the Milk Products Loan pursuant to
Paragraph VI(A), Mid-America shall not provide a guarantee to any third
party purchaser, provided, however, that Mid-America may, in its
discretion, after it has reduced its holdings in the Loan to not more
than $13 million, guarantee some or all of the remaining $13 million.
Any guarantee by Mid-America must be without recourse against Milk
Products for any sums paid by Mid-America by virtue of the guarantee.
D. At no time while Mid-America holds all or part of the Milk
Products Loan shall Mid-America (1) require that Milk Products seek
approval from, or give notice to, Mid-America before incurring any
indebtedness, or (2) place any restriction on Milk Products' ability to
conduct its operations as it sees fit.
VII
Acquisitions and Access to Information
During any period in which Mid-America retains an ownership
interest in Southern Foods,
A. No member, officer, employee or agent of Southern Foods or Mid-
America (other than members, officers, employees, or agents of Land-O-
Sun Dairy LLC, who are not otherwise affiliated with Mid-America or
Southern Foods) shall be employed by or serve as an officer, director,
member, or agent of Milk Products.
B. No member, officer, employee or agent of Milk Products shall be
employed by or serve as an officer, director, member or agent of Mid-
America or Southern Foods (other than members, officers, employees or
agents of Land-O-Sun Dairy LLC, who are otherwise not affiliated with
Mid-America or Southern Foods).
C. Neither Mid-America nor Southern Foods shall merge or
consolidate with, acquire membership in or securities or assets of, or
provide loans or other financing to (except for trade credit extended
in the ordinary course of business) Milk Products, without having first
obtained the written approval of the United States. Any request for
such approval shall be directed to the Antitrust Division, U.S.
Department of Justice, Transportation, Energy and Agriculture Section,
with a copy to the Director of Operations.
D. Mid-America, Southern Foods, and Milk Products shall not
disclose to each other, directly or indirectly, any competitively
sensitive information including, but not limited to, information
concerning present or future prices or other terms or conditions of
sale including discounts, slotting allowances, bids or price lists,
costs, capacity, distribution, marketing plans or territories, supply,
sales forecasts, customer relationships (including the identity of
actual or potential customers or quantities sold to any particular
customer).
E. Notwithstanding Paragraph VII(D), Mid-America may, during any
period in which it is a creditor of Milk Products, obtain and retain
copies of the following information, solely to protect its interests as
a creditor:
(1) Copies of Milk Products' federal income tax returns for each
year; and
(2) quarterly financial statements, including a balance sheet, a
statement of profits and losses, and a statement of cash flow,
aggregated for the entire company. Nothing in this provision shall
limit the information that a purchaser of any portion of the Milk
Products Loan may request and obtain, subject to reasonable commercial
credit practices.
F. Nothing in this Final Judgment shall prohibit the orderly
transfer of business records, reports or accounting materials from
Borden/Meadow Gold to Southern Foods or to Milk Products, which shall
be accomplished within 120 days of the closing of the transaction.
VIII
Sublicense Agreement
A. Southern Foods, as sublicensor of the Marks, shall promptly
notify Borden, Inc. and BDH Two, Inc., the owners of the Marks, of any
unauthorized use of the Marks when such use comes to the attention of
Southern Foods from any source, including Milk Products, and Southern
Foods shall take all actions as may be required by Borden, Inc. and BDH
Two, Inc. regarding the unauthorized use of the Marks.
B. Neither Mid-American nor Southern Foods shall assert or claim
that on any sublicensee of the Marks' sale of any equity interest in
the sublicensee or any change in control or ownership in the
sublicensee will affect or diminish the sublicensee's rights in or use
of the Marks.
C. Mid-American and Southern Foods shall ensure that the rights
that any sublicensee obtains in the Marks are equal to all the rights
and privileges that Southern Foods obtains for itself in its license of
the Marks from Borden, Inc. and BDH Two, Inc.
IX
Notification
Within two (2) business days following execution of a definition
agreement, contingent upon compliance with the terms of this Final
Judgment, any proposed divestiture pursuant to Paragraph IV, V or VI of
this Final Judgment, Mid-America or the trustee, whoever is responsible
for the divestiture, shall notify plaintiff of the proposed divestiture
and provide documentation that the conditions set forth in Paragraphs
IV through VII have been met.
If the trustee is responsible, it shall similarly notify Mid-
America. The notice shall set forth the details of the proposed
transaction and list the name, address, and telephone number of each
[[Page 49531]]
person not previously identified who offered to, or expressed an
interest in or a desire to, acquire any ownership interest in the
Assets, together with full details of same. Within fifteen (15)
calendar days of receipt by plaintiff of such notice, plaintiff may
request from Mid-America, the proposed purchaser, any other third
party, or the trustee if applicable, additional information concerning
the proposed divestiture and the proposed purchaser. Mid-America 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
Mid-America, the proposed purchaser, any third party, and the trustee,
whichever is later, the United States shall provide written notice to
Mid-America and the trustee, if there is one, stating whether or not it
objects to the proposed divestiture. If the United States provides
written notice to Mid-America and the trustee that it does not object,
then the divestiture may be consummated, subject only to Mid-America's
limited right to object to the sale under Paragraph V(B) of this Final
Judgment. Absent written notice that the United States does not object
to the proposed purchaser or upon objection by the United States, a
divestiture proposed under Section IV shall not be consummated. Upon
objection by the United States, or by Mid-America in accordance with
Section V(B), a divestiture proposed under Section V shall not be
consummated unless approved by the Court.
X
Affidavits
A. Within twenty (20) calendar days of the closing of any
transaction in which Mid-America directly or indirectly acquires all or
any part of the assets or capital stock of Borden/Meadow Gold, and
every thirty (30) calendar days thereafter until the divestiture of the
Divestiture Assets and the Loan has been completed pursuant to
Paragraphs IV, V and VI of this Final Judgment, Mid-America shall
deliver to plaintiff an affidavit as to the fact and manner of
compliance with Paragraph IV, V and VI of this Final Judgment. Each
such affidavit shall include the name, address, and telephone number of
each person who, at any time after the period covered by the last
report, 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 Divestiture Assets or in
the Loan, and shall describe in detail each contact with any such
person during that period.
B. Mid-America shall preserve all records of all efforts made to
divest the Loan and the Assets. This provision shall not apply to
divestiture of the Assets if they are sold pursuant to Paragraph IV(C)
herein.
XI
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 plaintiff, including
consultants and other persons retained by the United States, upon
written request 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
all books, ledgers, accounts, correspondence, memoranda, and other
records and documents in the possession or under the control of
defendants, who may have counsel present, relating to enforcement of
this Final Judgment; and
(2) Subject to the reasonable convenience of defendants and without
restraint or interference from them, to interview their 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 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
Paragraph XI of this Final Judgment shall be divulged by a
representative of the 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 plaintiff 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).
XII
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 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.
XIII
Termination
Unless this Court grants an extension, this Final Judgment will
expire on the tenth anniversary of the date of its entry.
XIV
Public Interest
Entry of this Final Judgment is in the public interest.
Dated:-----------------------------------------------------------------
----------------------------------------------------------------------
United States District Judge
Certificate of Service
I hereby certify that a copy of the foregoing has been served upon
the attorneys for Mid-America Dairymen, Inc., Southern Foods Group LP,
and Milk Products LLC by placing a copy in the U.S. Mail, directed to
each of the above named parties at the addresses given below, this 3rd
day of September 1997.
Mid-America Dairymen, Inc., c/o W. Todd Miller, Baker & Miller PLLC,
Suite 615, 700 Eleventh Street, NW., Washington, DC 20001.
Southern Foods Group LP, c/o Jerry L. Beane, Strasburger & Price LLP,
Suite 4300, 901 Main Street, Dallas, Texas 75202.
[[Page 49532]]
Milk Products LLC, c/o Jerry L. Beane, Strasburger & Price LLP, Suite
4300, 901 Main Street, Dallas, Texas 75202.
Joan S. Huggler,
DC Bar #927244, Attorney, Antitrust Division, U.S. Department of
Justice, 325 Seventh St. NW., Suite 500, Washington, DC 20530, (202)
307-6456, (202) 661-2441 (Facsimile).
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
The United States filed a civil antitrust Complaint on September 3,
1997, alleging that the proposed acquisition by Mid-America Dairymen,
Inc. (``Mid-America'') of the voting stock of Borden/Meadow Gold
Dairies Holdings, Inc. (``Borden/Meadow Gold'') would violate Section 7
of the Clayton Act, 15 U.S.C. Sec. 18, by combining the two main
suppliers of milk to schools in Eastern Texas and Louisiana.
The Complaint alleges that the acquisition of Borden/Meadow Gold's
fluid milk processing plants in Eastern Texas and Louisiana by Mid-
America, owner of a substantial interest in Southern Foods Group LP
(``Southern Foods''), would substantially lessen competition in the
production, sale and distribution of milk to schools in the area where
Borden/Meadow Gold and Southern Foods each has operations and competes
for school milk business.
The Complaint also alleges that the parties' proposed remedy--
divestiture of the overlapping facilities formerly held by Borden/
Meadow Gold to a newly-formed company called Milk Products LLC that
would be financed in large part by a loan to Milk Products from Mid-
America affiliate Mid-Am Capital LLC--would not adequately replace the
competition now provided by Borden/Meadow Gold in Eastern Texas and
Louisiana.
At the same time the suit was filed, a proposed settlement was
filed that would permit Mid-America to complete the acquisition of
Borden/Meadow Gold, yet preserve competition in the areas where the
transaction would raise significant competitive concerns.
The proposed Final Judgment orders Mid-America to divest the
Borden/Meadow Gold assets in Texas, Louisiana and New Mexico to a
purchaser acceptable to the United States. The Final Judgment would
allow divestiture to Milk Products if the loan to Milk Products by Mid-
Am Capital is appropriately conditioned and sold off in its entirety
within two years. If Mid-America divests the overlapping assets to Milk
Products within 24 hours of its acquisition of the voting stock of
Borden/Meadow Gold in accordance with the Final Judgment, no further
approvals would be needed.
If Mid-America does not divest to Milk Products, the assets must be
divested to another purchaser within 65 days of the closing of the
acquisition of the Borden/Meadow Gold voting stock (``the stock
transaction''), which period may be extended by the United States to no
more than 90 days. If the divestiture still has not occurred after 90
days, the United States may ask the Court to appoint a trustee who
shall assume the responsibility for selling those assets.
The Final Judgment sets out the conditions for reduction of the
loan amount advanced to Milk Products by Mid-Am Capital. The loan
amount may be reduced in three segments, to reach zero by September 1,
1999. The Final Judgment also imposes other restrictions on Mid-
America's ability to affect the competitive performance of Milk
Products because of its creditor relationship through Mid-Am Capital.
Finally, the Final Judgment contains provisions that limit
communications and other interaction among Mid-America, Southern Foods,
and Milk Products, with the purpose of minimizing or eliminating the
opportunity or ability of any of them to affect competitive outcomes in
school milk bid markets in Eastern Texas and Louisiana.
The United States, Southern Foods and Milk Products have stipulated
that the proposed Final Judgment may be entered after compliance with
the APPA. Entry of the proposed Final Judgment would terminate this
action, except that the Court would retain jurisdiction to construe,
modify or enforce the provisions of the Final Judgment and to prevent
violations of it.
II
Description of the Events Giving Rise to the Alleged Violation
A. The Defendants and the Proposed Transaction
Mid-America is the nation's largest cooperative of diary farmers,
with some 18,000 members in 30 states. In addition to marketing the
milk of its members, Mid-America has extensive ownership and other
interests in dairy manufacturing and processing operations and in the
sale of products and services related to dairying, such as farm
equipment and cleaning supplies. Mid-America had revenues of more than
$4 billion in 1996.
Southern Foods in one of Mid-America's joint venture affiliates. It
is organized as a partnership whose owners are Mid-America (50%) and,
until recently, two individual owners of the remaining 50% share of the
partnership. (One of these individuals is Allen A. Meyer, who will sell
his interest in Southern Foods to Pete Schenkel, the other 25% owner,
as a precondition to the divestiture of the Borden/Meadow Gold assets
in Eastern Texas and Louisiana into Milk Products, of which Meyer will
be the sole owner.) From its plants in Eastern Texas and Louisiana,
Southern Foods sells a variety of dairy products including fluid milk
for schools. In 1996, Southern Foods had revenues of more than $550
million. Southern Foods operates eight fluid milk processing plants--
five in Eastern Texas and three in Louisiana. Southern Foods sells
under a number of brand names including Oak Farms, Golden Royal,
Midwest Farms, Sunnydell, Texas Bluebonnet, Schepps, Dairyland, Gooddy,
Brown's Velvet, Medallion, Foremost, Barbe, and Guth.
Milk Products is a newly-formed limited liability company that will
purchase the Borden/Meadow Gold facilities whose marketing areas in
Eastern Texas and Louisiana overlap with the marketing area of Southern
Foods in these states.
On May 22, 1997 Mid-America and Borden/Meadow Gold entered into an
agreement whereby Mid-America would acquire all of the voting stock of
Borden/Meadow Gold for $435 million. Mid-America would thereby acquire
25 processing plants and related facilities in all states. On May 28,
1997, Mid-America agreed that it would sell the to-be-acquired assets
in Texas, Louisiana and New Mexico to Milk Products for $65 million and
that the purchase would be financed in part by a loan from Mid-Am
Capital of at least $35 million. The Loan amount was later increased to
$40 million.
B. Fluid Milk Sold to Schools
Fluid milk is pasteurized milk sold for human consumption in liquid
form. In addition to supermarkets and grocery stores, other major
buyers of fluid milk are institutional customers such as schools,
hospitals, military installations and prisons. Whereas supermarkets and
other large grocery stores buy most of their milk packaged in gallon,
half gallon an quart size containers, other customers, particularly
schools, purchase most, if not all, of their milk in half pint
containers, which is a
[[Page 49533]]
convenient size for storage and for serving to children in school
cafeterias. Virtually all fluid milk processing plants package milk in
gallons and half gallons, but not all of them produce half pints.
Therefore, school districts that are looking for suppliers have a
smaller universe of potential of potential sellers than do most retail
outlets, warehouses and other customers.
Most schools participate in the federally-funded National School
Lunch Program and School and Breakfast Program. In order to receive
reimbursement for meals served at lower than cost to eligible children
in these programs, schools must offer eight ounces of milk as part of
each meal they serve. It is thus important for many school districts,
which often operate on limited budgets, to have a steady and reliable
source of milk. There are no substitutes for milk that schools can use
still received such reimbursement. Therefore, even a substantial rise
in the price of milk to schools would not cause a school district to
turn to another product.
Schools also have special delivery and service needs that other
buyers of fluid milk often do not have. Because their storage space and
equipment such as coolers are often limited, many schools require
frequent deliveries, sometimes as many as five days a week. Many
schools specify that the milk be delivered at particular hours during
the day. These factors, plus the seasonal nature of their purchases,
generally dictate the methods to be used by their milk suppliers in
servicing them. Most often, school milk is delivered on small (14 feet
to 18 feet) route trucks that also carry milk and other dairy products
for non-school customers such as small grocery or convenience stores,
restaurants, or hospitals.
School districts that require such service can obtain supplies only
from a milk processor that has both the ability and the desire to
package milk in half pint containers and also has an established small
route truck distribution system in or near the school district. As a
general rule, only such a processor can economically serve those
districts.
School districts purchase their milk on the basis of competitive
bids that are requested annually. Contracts are usually awarded for a
one-year term. Each bid cycle may produce a new set of bidders for that
business in that time period.
C. Competition Between Southern Foods and Borden/Meadow Gold
Southern Foods and Borden/Meadow Gold are the primary, and often
the only, actual or potential suppliers of fluid milk to schools in
Eastern Texas and Louisiana. These firms also compete with other
processors for sales to supermarkets and grocery stores. These other
processors do not compete for school milk, however, because they lack
half-pint packaging equipment, small delivery truck routes, or both.
Both Southern Foods and Borden/Meadow Gold also compete with others for
the private label milk business of large wholesalers and retailers.
In the school milk markets, however, Southern Foods and Borden/
Meadow Gold are often the only bidders for a particular school
district. This is true both in large metropolitan areas such as Dallas/
Fort Worth, Waco, and San Antonio and in many other less populated
areas of Eastern Texas. In the Houston area, and around Bryan and
College Station, Southern Foods and Borden/Meadow Gold sometimes
compete with one other milk processor. In most of Louisiana, the only
third bidder to school districts is a small dairy processing firm
located in Baton Rouge whose ability to serve schools is limited to an
area about 50 miles around Baton Rouge.
The Complaint alleges that, were Mid-America to retain the Borden/
Meadow Gold assets it will own as a result of the stock transaction,
there would be a significant loss of competition for school milk
business in Eastern Texas and Louisiana. This is because Mid-America
would replace an independent firm (Borden/Meadow Gold) that is the most
significant school milk competitor of Southern Foods, a Mid-America
affiliate.
The Complaint also alleges that the parties' proposed remedy--
divestiture of the Texas, Louisiana and New Mexico assets to Milk
Products with a loan to Milk Products by a Mid-America affiliate, Mid-
Am Capital--is inadequate to cure the anticompetitive effects of the
stock transaction. Mid-America has a substantial ownership interest in
Southern Foods. The size and terms of the loan as originally proposed,
together with Mid-America's financial interest in Southern Foods, could
give Mid-America's financial interest in Southern Foods, could give
Mid-America both the incentive and the ability to inhibit competition
between Southern Foods and Milk Products.
The Complaint alleges that school milk markets in many areas of the
country have been subject to collusive behavior by dairy firms and that
where collusion in these markets has been detected it has been shown to
persist for many years. Thus, according to the Complaint, new entry
into the provision of milk to schools in Eastern Texas and Louisiana by
other processors is unlikely to counteract the anticompetitive effects
of the stock transaction, even with the remedy as proposed by the
parties.
III
Explanation of the Proposed Final Judgment
The proposed Final Judgment would preserve competition in the sale
of fluid milk to schools in Eastern Texas and Louisiana. The Judgment
reflects the intention of Mid-America to sell the Borden/Meadow Gold
assets in Texas, Louisiana and New Mexico to Milk Products promptly
following the closing of the stock transaction. Should that divestiture
not occur, the proposed Final Judgment requires divestiture of these
assets within 65 days of the stock transaction of the stock transaction
or five days after notice of the entry of this Final Judgment by the
Court, whichever is later, to a purchaser acceptable to the United
States. That period could be extended by the United States to 90 days.
Should Mid-America be unable to divest the assets to an acceptable
purchaser within the appointed time, the Final Judgment requires that
the United States request the Court to appoint a trustee, who will
assume the responsibility of selling the assets to a purchaser
acceptable to the United States. Under the terms of the proposed
trusteeship, the trustee will have the incentive to quickly conclude a
sale of the assets. After the appointment, the trustee will file
monthly reports with the parties and the Court regarding the efforts
made to sell the assets. If divestiture has not occurred within six
months, the trustee and the parties will make recommendations to the
Court, which shall enter such orders as are appropriate.
The Final Judgment also places restrictions on the size and terms
of the loan that Mid-America or its affiliate, Mid-Am Capital, will
make to Milk Products in connection with divestiture of the assets to
Milk Products. Financing for the purchase of the assets by Milk
Products will come from two sources. One is a secured revolving loan
provided by Bank of America. The other is a $40 million loan provided
by Mid-Am Capital that is unsecured and not convertible to equity. The
Final Judgment prohibits Mid-America and Mid-Am Capital from requiring
that Milk Products obtain their approval before incurring any
indebtedness and from interfering in any way in the operation of Milk
Products' business because of the creditor relationship.
[[Page 49534]]
The proposed Final Judgment also places limits on the length of
time that Mid-American or Mid-Am Capital may hold the loan and
restricts the amount of the loan that either may hold at any particular
time. The Final Judgment requires Mid-America or Mid-Am Capital to
terminate its interest in the loan by selling it to a third party
purchaser or purchasers if necessary by no later than September 1,
1999, and to reduce its interest in the loan before that at least by
amounts sufficient to meet two interim goals. The Final Judgment
recognizes that sale of the last portion of the loan (not to exceed $13
million) may be facilitated if Mid-American were to guarantee that part
of the loan. Nevertheless, the Judgment prohibits any guarantee that
would allow Mid-American to recover from Milk Products any monies paid
in its role as guarantor.
The Final Judgment contains additional provisions that are designed
to protect against anticompetitive effects that might occur because of
Mid-America's relationships with Southern Foods and Milk Products. The
Final Judgment prohibits Milk Products. The Final Judgment prohibits
Milk Products, Southern Foods and Mid-America from exchanging
competitively sensitive information among themselves and thereby
dampening competition between Milk Products and Southern Foods in
Eastern Texas and Louisiana.
The Final Judgment also enjoins Southern Foods and Mid-America, in
any period while Mid-America has an interest in Southern Foods, from
sharing employees, members, officers, or agents with Milk Porducts.
Such intermingling of personnel could easily inhibit vigorous
competition between Milk Products and Southern Foods. Because the owner
of Milk Products will retain his ownership interest in Land-O-Sun Dairy
LLC, a Mid-American joint venture based in Tennessee which does not
operate in Texas or Louisiana, the prohibition against sharing
officers, employees or agents does not apply to Land-O-Sun's employees,
members, officers or agents.
Finally, the Final Judgment contains provisions that are designed
to ensure that Milk Products or any purchaser of the divested assets
will have full rights in and use of certain trademarks of Borden, Inc.
and BDH Two, Inc. (``Borden''). Borden will grant to Mid-American and/
or Southern Foods an exclusive, royalty-free license to use the Borden,
Elsie and other trademarks in Texas, Louisiana, and New Mexico and a
non-exclusive license to use them in Alabama, Arkansas, Florida,
Mississippi, Tennessee, and Mexico. The Final Judgment provides that
Southern Foods, in term, will sublicense the Borden and Elsie marks to
Milk Products and that Mid-American and Southern Foods will ensure that
Milk Product's (or another purchaser's) rights in the marks will be
equal to all the rights and privileges that Southern Foods obtains for
itself in its license of the marks from Borden. Mid-American and
Southern also are enjoined from asserting or claiming that a sale of an
equity interest in Milk Products will affect or diminish Milk Products'
rights in the marks.
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
attorney's fees. Entry of the proposed Final Judgment will neither
impair nor assist the bringing of any private antitrust damage action.
Under 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 the defendants.
V
Procedures Available for Modification of the Proposed Final Judgment
The United States and the defendants have stipulated that the
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 upon the Court's
determination that the proposed Final Judgment is in the public
interest.
The APPA provides that there be a period of at least sixty (60)
days prior to the effective date of a proposed Final Judgment within
which any person may submit to the United States written comments
regarding the proposed Final Judgment. All comments will be given due
consideration by the United States, which remains free to withdraw its
consent to the Final Judgement at any time prior to entry. The United
States will respond to the comments and file both the comments and the
responses with the court.
Any person believing that the proposed Final Judgment should be
modified may submit written comments to: Roger W. Fones, Chief,
Transportation, Energy, and Agriculture Section, Antitrust Division,
United States Department of Justice, Suite 500, 325 Seventh Street,
N.W., Washington, D. C. 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
Alternative to the Proposed Final Judgment
The United States considered, as an alternative to the proposed
Final Judgment, a full trial on the merits of its Complaint in this
case. Such litigation would involve all of the issues in this case,
including the proposed remedy of the parties. In the view of the
Department of Justice, a full trial on the merits is not warranted in
this case because divestiture of the assets and loan, under the terms
of the Final Judgment, as well as the additional relief relating to
possible spillover effects stemming from the relationships of Mid-
America, Southern Foods and Milk Products, would preserve the
competition adversely affected by the acquisition of the Borden/Meadow
Gold voting stock by Mid-America. The proposed Final Judgment is
designed to achieve fully adequate relief, while avoiding the expense
and uncertainty of a full trial on the merits.
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 (60) 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). As the United States Court of Appeals for the
D.C. Circuit has held, this statute permits a court to consider, among
other things, the relationship between the remedy
[[Page 49535]]
secured and the specific allegations set forth in the government's
complaint, whether the 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, 1461-62 (D.C. Cir. 1995).
In conducting this inquiry, ``[t]he court is nowhere compelled to
go to trial or to engage in extended proceedings which might have the
effect of vitiating the benefits of prompt and less costly settlement
through the consent decree process.\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. Rep. 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 at 1460-62. 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 F2d
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 Microsoft, 56 F.3d at 1461 (whether ``the
remedies [obtained in the decree are] so inconsonant with the
allegations charged as to fall outside of the `reaches of the public
interest.' '') (citations omitted).
---------------------------------------------------------------------------
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 mut
be approved even if it falls short of the remedy the court would impose
on its own, as long as it falls within the range of acceptability or is
`within the reaches of public interest.' (citations omitted).'' \3\
---------------------------------------------------------------------------
\3\ United States v. American Tel. and Tel. Co.; 552 F. Supp.
131, 150 (D.D.C. 1982), aff'd sub nom, Maryalnd v. United States,
460 U.S. 1001 (1983), quotating United States v. Gillette Co.,
supra, 406 F. Supp. at 716; United States v. Alcan Aluminum, Ltd.,
605 F. Supp. 619, 622 (W.D. Key. 1985).
---------------------------------------------------------------------------
VII
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.
Dated: September 5, 1997.
Respectfully submitted.
Joan S. Huggler,
DC Bar #927244.
Michael P. Harmonis,
PA Bar #17994.
Robert D. Young,
DC Bar #248260.
Attorneys, Antitrust Division, U.S. Department of Justice,
Transportation, Energy and Agriculture Section, Suite 500, 325
Seventh Street, N.W., Washington, D.C. 20530, (202) 307-6456.
Certificate of Service
I hereby certify that I have caused a copy of the foregoing
Competitive Impact Statement to be served on counsel for defendants in
this matter in the manner set forth below:
By first class mail, postage prepaid:
W. Todd Miller, Esquire, Baker & Miller PLLC, Suite 615, 700 Eleventh
Street, N.W., Washington, D.C. 20530
(Counsel for Mid-America Dairymen, Inc.)
Jerry L. Beane, Esquire, Strasburger & Price LLP, Suite 4300, 901 Main
Street, Dallas, Texas 75202
(Counsel for Southern Foods Group LP and Milk Products LLC)
Dated: September 5, 1997.
Joan S. Huggler,
DC Bar #9272244.
Antitrust Division, U.S. Department of Justice, 325 Seventh Street,
N.W., Suite 500, Washington, D.C. 20530, (202) 307-6456, (202) 616-
2441.
[FR Doc. 97-25077 Filed 9-19-97; 8:45 am]
BILLING CODE 4410-01-M