[Federal Register Volume 64, Number 221 (Wednesday, November 17, 1999)]
[Notices]
[Pages 62676-62678]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-29997]


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FEDERAL TRADE COMMISSION

[File No. 991 0240]


Precision Castparts Corp., et al.; Analysis to Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint that accompanies the consent agreement and the terms of the 
consent order--embodied in the consent agreement--that would settle 
these allegations.

DATES: Comments must be received on or before December 10, 1999.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 600 Pennsylvania Ave., NW, Washington, DC 20580.

FOR FURTHER INFORMATION CONTACT: Richard Parker or Matthew Reilly, FTC/
H-374, 600 Pennsylvania Ave., NW, Washington, DC 20580. (202) 326-2574 
or 326-2350.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and section 2.34 of 
the Commission's Rules of Practice (16 CFR 2.34), notice is hereby 
given that the above-captioned consent agreement containing a consent 
order to cease and desist, having been filed with and accepted, subject 
to final approval, by the Commission, has been placed on the public 
record for a period of thirty (30) days. The following Analysis to Aid 
Public Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for November 10, 1999), on the World Wide Web, at ``http://
www.ftc.gov/os/actions97.htm.'' A paper copy can be obtained from the 
FTC Public Reference Room, Room H-130, 600 Pennsylvania Avenue, NW, 
Washington, DC 20580, either in person or by calling (202) 326-3627.
    Public comment is invited. Comments should be directed to: FTC/
Office of the Secretary, Room 159, 600 Pennsylvania Ave., NW, 
Washington, DC 20580. Two paper copies of each comment should be filed, 
and should be accompanied, if possible, by a 3\1/2\ inch diskette 
containing an electronic copy of the comment. Such comments or views 
will be considered by the Commission and will be available for 
inspection and copying at its principal office in accordance with 
section 4.9(b)(6)(ii) of the Commission's Rules of Practice (16 CFR 
4.9(b)(6)(ii)).

Analysis of Proposed Consent Order To Aid Public Comment

    The Federal Trade Commission (``Commission'') has accepted, subject 
to final approval, an Agreement Containing Consent Orders (``Consent 
Agreement'') and Decision & Order from Precision Castparts Corp. 
(``PCC'') and Wyman-Gordon Company (``Wyman-Gordon'') designed to 
remedy the anticompetitive effects resulting from PCC's acquisition of 
all of the voting securities of Wyman-Gordon. Under the terms of the 
Consent Agreement, PCC and Wyman-Gordon will be required to divest the 
following assets that are involved in the development, manufacture and 
sale of titanium, stainless steel and nickel-based superalloy aerospace 
investment cast components: (1) Wyman-Gordon's titanium foundry located 
in Albany, Oregon; and (2) Wyman-Gordon's Large Cast Parts foundry 
located in Groton, Connecticut.
    The proposed Consent Agreement and Decision & Order have been 
placed on the public record for thirty (30) days for reception of 
comments by interested persons. Comments received during this period 
will become part of the public record. After thirty (30) days, the 
Commission will again review the proposed Consent Order and the 
comments received, and will decide whether it should withdraw from the 
proposed Consent Agreement or make final the proposed Decision & Order.
    Pursuant to a May 17, 1999 cash tender offer, PCC agreed to acquire 
100% of the voting securities of Wyman-Gordon for approximately $721 
million. The proposed Complaint alleges that this agreement violates 
section 5 of the FTC Act, as amended, 15 U.S.C. 18, and the acquisition 
of Wyman-Gordon by PCC, if consummated, would violate Section 7 of the 
Clayton Act, as amended, 15 U.S.C. 45, and Section 5 of the FTC Act, as 
amended, 15 U.S.C. 18, in the markets for titanium, large stainless 
steel, and large nickel-based superalloy aerospace investment cast 
structural components.
    Investment casting is a method of manufacturing metal components 
whereby a wax model of the metal component is dipped into a ceramic 
slurry which dries to form a ceramic shell. The wax is then melted out 
using a special furnace, leaving a cavity within the ceramic shell into 
which molten metal is poured. Once the metal cools, the ceramic shell 
removed, producing dimensionally precise metal components. Aerospace 
investment cast structural components are components that are used 
primarily in aerospace jet engine and aerospace airframe applications 
and are manufactured using a variety of metal alloys, including 
titanium, stainless steel, and nickel-based superalloy. PCC and Wyman-
Gordon are two of the world's leading suppliers of titanium, stainless 
steel, and nickel-based superalloy aerospace investment cast structural 
components. While each of these metals, and others including aluminum, 
can be used in many aerospace applications, for a particular 
application, one metal is typically far superior to the alternatives 
based on cost, weight, and strength considerations. Therefore, based on 
design specifications and performance characteristics, a component 
produced from a particular metal is not a reasonable competitive 
alternative for an investment cast aerospace structural component 
manufactured using a different metal.
    Metal aerospace structural components can also be produced 
utilizing other methods of manufacturing, such as forging and 
fabrication. While these other methods of manufacturing are 
alternatives to investment casting, the investment casting process 
provides the most cost-effective method of producing the required 
components for those aerospace applications where investment castings 
are currently used. In view of this cost distinction, other methods of 
manufacturing are not

[[Page 62677]]

reasonable competitive alternatives for the production of titanium, 
stainless steel, and nickel-based superalloy aerospace investment cast 
structural components.
    Titanium, large stainless steel, and large nickel-based superalloy 
investment cast structural aerospace components are each relevant 
markets. The worldwide market for titanium aerospace investment cast 
structural components is highly concentrated, and the proposed 
acquisition would substantially increase concentration in the market. 
PCC and Wyman-Gordon are two of only four viable suppliers of titanium 
aerospace investment cast structural components, and one of the 
remaining two competitors is significantly smaller than the other 
three.
    The worldwide market for large (greater than 24 inches in diameter) 
stainless steel aerospace investment cast structural components is also 
highly concentrated, and the acquisition would substantially increase 
concentration in this market. PCC and Wyman-Gordon are two of only six 
viable suppliers of large stainless steel aerospace investment cast 
structural components.
    The worldwide market for large (greater than 24 inches in diameter) 
nickel-based superalloy aerospace investment cast structural components 
is also highly concentrated, and the acquisition would substantially 
increase concentration in this market. PCC and Wyman-Gordon are two of 
only four viable suppliers of large nickel-based superalloy aerospace 
investment cast structural components.
    By eliminating competition between PCC and Wyman-Gordon in these 
highly concentrated markets, the proposed acquisition would have 
allowed PCC to unilaterally exercise market power, and would have 
enhanced the likelihood of coordinated interaction among the remaining 
firms in these markets, thereby increasing the likelihood that: (1) 
consumers of titanium, large stainless steel, and large nickel-based 
superalloy aerospace investment cast components would be forced to pay 
higher prices; and (2) innovation in these markets would decrease.
    It is unlikely that the competition eliminated by the proposed 
acquisition would have been replaced by new entrants into the relevant 
markets within two years due to the substantial barriers to entry into 
the markets at issue. A new entrant into these markets would need to 
undertake the difficult, expensive, and time-consuming process of 
developing a new product. Moreover, a new entrant would likely have to 
purchase a new facility, as well as specialized investment casting 
equipment. A new entrant would also have to undertake the arduous task 
of developing the required engineering and process expertise. In 
addition, because of the critical nature of aerospace investment cast 
structural components, a new entrant would have to obtain customer and 
other third-party certifications and approvals before it could begin to 
manufacture and sell aerospace investment cast components. Finally, 
customers of aerospace investment cast structural components are 
generally reluctant to contract with suppliers that have not developed 
a proven reputation for quality and reliability. For these reasons, new 
entry into the market would in all likelihood not occur in time to 
deter or counteract the anticompetitive effects resulting from the 
acquisition.
    The proposed Consent Agreement and Decision & Order effectively 
remedy the acquisition's anticompetitive effects in the market for 
titanium aerospace investment cast structural components by requiring 
PCC and Wyman-Gordon to divest Wyman-Gordon's titanium foundry in 
Albany, Oregon to a Commission-approved acquirer. Pursuant to the 
Consent Agreement and Decision & Order, PCC and Wyman-Gordon are 
required to divest the Albany titanium foundry no later than six (6) 
months from the date the Commission accepts the Consent Agreement and 
Decision & Order for public comment. In the event that PCC and Wyman-
Gordon fail to divest the assets within the required time, the 
Commission may appoint a trustee to divest the assets. Wyman-Gordon 
only recently acquired control of the Albany titanium foundry and had 
not yet integrated the foundry into its castings operation and 
business. As a result, the Commission did not require that PCC and 
Wyman-Gordon divest Wyman-Gordon's Albany titanium foundry to a 
purchaser identified and approved by the Commission prior to the 
consummation of the Wyman-Gordon acquisition.
    The proposed Consent Agreement and Decision & Order effectively 
remedy the acquisition's anticompetitive effects in the markets for 
large stainless steel and large nickel-based superalloy aerospace 
investment cast structural components by requiring PCC and Wyman-Gordon 
to divest the Wyman-Gordon's Large Cast parts (``LCP'') foundry in 
Groton, Connecticut to Doncasters plc, a leading international 
manufacturer of aerospace investment cast components. Pursuant to the 
Consent Agreement and Decision & Order, PCC and Wyman-Gordon are 
required to divest the Groton LCP foundry to Doncasters no later than 
16 business days from the date the Commission accepts the Consent 
Agreement and Decision & Order for public comment. In the event PCC and 
Wyman-Gordon fail to divest the Groton LCP foundry to Doncasters within 
the required time, the Consent Agreement contains a ``crown jewel'' 
provision that allows the Commission to appoint a trustee to divest 
both Wyman-Gordon's LCP and Small Cast parts (``SCP'') foundries 
located in Groton, Connecticut, to an acquirer approved by the 
Commission.
    The proposed Consent Agreement and Decision & Order require PCC and 
Wyman-Gordon to assist the acquirers of the divested assets so that 
they can compete effectively in the markets for titanium, large 
stainless steel, and large nickel-based superalloy aerospace investment 
cast components. PCC and Wyman-Gordon must provide sufficient technical 
assistance and advice to the acquirers in order that they may begin 
manufacturing and selling titanium, stainless steel, and nickel-based 
superalloy aerospace investment cast components. Further, at the 
request of a customer of titanium, stainless steel, or nickel-based 
superalloy aerospace investment cast components at any time during the 
next year, PCC and Wyman-Gordon must transfer to the Albany titanium 
facility, the Groton LCP foundry, or both the Groton LCP and SCP 
foundries, as applicable, all tooling and manufacturing know-how 
associated with producing a particular component identified by the 
customer. PCC and Wyman-Gordon must also pay (a) all costs reasonably 
incurred in the delivery of such tooling and manufacturing know-how; 
(b) fifty (50) percent of the costs reasonably incurred in conforming 
such tooling to substantially the same quality employed or achieved by 
Wyman-Gordon; and (c) fifty (50) percent of the costs related to 
receiving any certifications or approvals from the customer that may be 
required as a result of the transfer of the assets.
    To ensure that the acquirers of the divested assets have the 
opportunity to retain all the key employees currently involved in 
Wyman-Gordon's titanium, large stainless steel and large nickel-based 
superalloy aerospace casting businesses, the Consent Agreement and 
Decision & Order require that PCC and Wyman-Gordon provide financial 
incentives to these individuals, including a bonus for certain 
employees for accepting employment with the acquirer. Further, the 
Consent Agreement and Decision & Order require PCC and Wyman-Gordon to 
provide to the Commission a report of

[[Page 62678]]

compliance with the divestiture provisions of the Decision & Order 
within thirty (30) days following the date the Decision & Order becomes 
final, and every thirty (30) days until PCC and Wyman-Gordon have 
completed the divestitures. Finally, an Order to Hold Separate issued 
by the Commission requires that the Albany titanium foundry, and if 
necessary the Groton LCP and Groton SCP, be operated independently of 
PCC and Wyman-Gordon until the divestitures are completed.
    The purpose of this analysis is to facilitate public comment on the 
Consent Agreement and Decision & Order, and it is not intended to 
constitute an official interpretation of the Consent Agreement and 
Decision & Order or to modify their terms in any way.

    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. 99-29997 Filed 11-16-99; 8:45 am]
BILLING CODE 6750-01-M