[Federal Register Volume 65, Number 3 (Wednesday, January 5, 2000)]
[Notices]
[Pages 505-520]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-197]


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DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Bell Atlantic Corporation et al.; Proposed Final 
Judgment and Competitive Impact Statement

    Notice is hereby given pursuant to the Antitrust Procedures and 
Penalties Act, 15 U.S.C. Section 16(b) through (h), that a proposed 
Final Judgment and Competitive Impact Statement has been filed with the 
United States District Court for the District of Columbia in United 
States of America v. Bell Atlantic Corporation et al., Civil Action 99-
1119 (LFO). On December 9, 1999, the United States filed a Supplemental 
Complaint alleging that the proposed merger of GTE Corporation and Bell 
Atlantic Corporation and the proposed partnership between Vodafone 
AirTouch Plc and Bell Atlantic Corporation would lessen competition in 
the markets for wireless mobile telephone services in 13 major trading 
areas, and 96 metropolitan statistical areas and rural service areas in 
violation of Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed 
Final Judgment, filed at the same time as the Supplemental Complaint, 
requires defendants to divest one of their two wireless telephone 
businesses in each market where these businesses overlap 
geographically. The proposed Final Judgment supersedes the proposed 
decree filed in May 1999 which predated Bell Atlantic Corporation's 
September 1999 partnership agreement with Vodafone AirTouch Plc and 
therefore related solely to the merger of Bell Atlantic Corporation and 
GTE Corporation. Copies of the Complaint, proposed Final Judgment and 
Competitive Impact Statement are available for inspection at the 
Department of Justice in Washington, DC in Room 200, 325 Seventh 
Street, NW, and at the Office of the Clerk of the United States 
District Court for the District of Columbia. These materials are also 
located on the Antitrust Division's web site (www.usdoj.gov/atr/
cases.html).
    Public comment is invited within 60 days of the date of this 
notice. Such comments, and responses thereto, will be published in the 
Federal Register and filed with the Court. Comments should be directed 
to Donald J. Russell, Chief, Telecommunications Task Force, Antitrust 
Division, Department of Justice, 1401 H Street, NW, Room 8000, 
Washington, DC 20530 (telephone: (202) 514-5621).
Constance K. Robinson,
Director of Operations.

Stipulation

    It is stipulated by and between the undersigned parties, by their 
respective attorneys, as follows:
    (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 this Court.
    (2) The parties stipulate 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. 16, and without further notice to any party or other 
proceedings, provided that plaintiff has not withdrawn its consent, 
which it may do at any time before entry of the proposed Final Judgment 
by serving notice thereof on defendants and by filing that notice with 
the Court.
    (3) Defendants shall abide by and comply with the provisions of the 
proposed Final Judgment pending entry of the Final Judgment by the 
Court, 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 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.

[[Page 506]]

    (5) In the event plaintiff withdraws its consent, as provided in 
paragraph (2) above, or in the event that the Court declines to enter 
the proposed Final Judgment pursuant to this Stipulation, the time has 
expired for all appeals of any Court ruling declining entry of the 
proposed Final Judgment, and the Court has not otherwise ordered 
continued compliance with the terms and provisions of the proposed 
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) Defendants represent that the divestiture ordered in the 
proposed Final Judgment can and will be made, and that defendants will 
later raise no claims of hardship or difficulty as grounds for asking 
the Court to modify any of the divestiture provisions contained 
therein.

    Dated: December 6, 1999.

    For Plaintiff United States of America:
Joel I. Klein,
Assistant Attorney General.
A. Douglas Melamed,
Principal Deputy Assistant Attorney General.
Constance K. Robinson,
Director of Operations and Merger Enforcement.
Donald J. Russell,
Chief, Telecommunications Task Force.
Laury Bobbish,
Assistant Chief, Telecommunications Task Force.
Hillary B. Burchuk, D.C. Bar No. 366755;
Lawrence M. Frankel; D.C. Bar No. 441532.
Susan Wittenberg; D.C. Bar No. 453692;
Attorneys, Telecommunications Task Force.
U.S. Department of Justice, Antitrust Division, 1401 H Street, N.W., 
Suite 8000, Washington, D.C. 20530, (202) 514-5621.
    Date Signed: December 6, 1999.
    For Bell Atlantic Corporation:
John Thorne,
D.C. Bar No. 421351, Bell Atlantic Corporation, 1320 North Courthouse 
Road, Eighth Floor, Arlington, Virginia 22201, (703) 974-1600.
    Date Signed: December 6, 1999.
    For GTE Corporation:
Steven G. Bradbury,
D.C. Bar No. 416430, Kirkland & Ellis, 655 15th Street, N.W., 
Washington, DC 20005, (202) 879-5000.
    Date Signed: December 6, 1999.
    For Vodafone Airtouch PLC
Megan Pierson,
AirTouch Communications, Inc., One California Street, San Francisco, CA 
94111, (415) 658-2157.
    Date Signed: December 3, 1999.
    Stipulation Approved for Filing.
    Done this ______ day of December, 1999.
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United States District Judge

Final Judgment

    Whereas, plaintiff, United States of America, filed its Motion for 
Leave to File Supplemental Complaint on December 6, 1999.
    And whereas, plaintiff and defendants, by their respective 
attorneys, have consented to the entry of this Final Judgment without 
trial or adjudication on any issue of fact or law;
    And whereas, entry of this Final Judgment does not constitute any 
evidence against or an admission by any party with respect to any issue 
of law or fact;
    And whereas, defendants have further consented to be bound by the 
provisions of the Final Judgment pending its approval by the Court;
    And whereas, plaintiff the United States believes that entry of 
this Final Judgment is necessary to protect competition in markets for 
mobile wireless telecommunications services in Alabama, Arizona, 
California, Florida, Idaho, Illinois, Indiana, Montana, New Mexico, 
Ohio, South Carolina, Texas, Virginia, Washington and Wisconsin.
    And whereas, the essence of this Final Judgment is prompt and 
certain divestiture of certain wireless businesses that would otherwise 
be commonly owned and in many cases controlled, including their 
licenses and all relevant assets of the wireless businesses, and the 
imposition of related injunctive relief to ensure that competition is 
not substantially lessened;
    And whereas, plaintiff the United States requires that defendants 
make certain divestitures of such licenses and assets for the purpose 
of ensuring that competition is not substantially lessened in any 
relevant market for mobile wireless telecommunications services in 
Alabama, Arizona, California, Florida, Idaho, Illinois, Indiana, 
Montana, New Mexico, Ohio, South Carolina, Texas, Virginia, Washington 
and Wisconsin.
    And whereas, defendants have represented to plaintiff that the 
divestitures ordered herein can and will be made and that defendants 
will not raise any claims of hardship or difficulty as grounds for 
asking the Court to modify any of the divestiture provisions contained 
herein below;
    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:

I. Jurisdiction

    This Court has jurisdiction of the subject matter of this action 
and of each of the parties consenting to this Final Judgment. The 
Supplemental Complaint states a claim upon which relief may be granted 
against defendants under Section 7 of the Clayton Act, 15 U.S.C. 18, as 
amended.

II. Definitions

    A. ``Bell Atlantic'' means Bell Atlantic Corporation, a corporation 
with its headquarters in New York City, New York and includes its 
successors and assigns, its subsidiaries and affiliates, and the 
directors, officers, managers, agents and employees acting for or on 
behalf of any of the foregoing entities.
    B. ``Bell Atlantic/GTE Merger'' means the merger of Bell Atlantic 
and GTE, as detailed in the Agreement and Plan of Merger entered into 
Bell Atlantic and GTE on July 28, 1998.
    C. ``Bell Atlantic/Vodafone Partnership'' means the partnership 
between Bell Atlantic and Vodafone as detailed in the U.S. Wireless 
Alliance Agreement among Bell Atlantic Corporation and Vodafone 
AirTouch Plc dated September 21, 1999.
    D. ``GTE'' means GTE Corporation, a corporation with its 
headquarters in Irving, Texas and includes its successors and assigns, 
its subsidiaries and affiliates, and the directors, officers, managers, 
agents and employees acting for or on behalf of any of the foregoing 
entities.
    E. ``Overlapping Wireless Markets'' means the following 
Metropolitan Statistical Areas (``MSA''), Major Trading Areas 
(``MTA''), and Rural Service Areas (``RSA'') used to define cellular 
and PCS license areas by the Federal Communications Commission 
(``FCC''), in which, as of the date of the filing of the Motion for 
Leave to File Supplemental Complaint in this case, Bell Atlantic and 
GTE held an interest in cellular and PCS businesses, and Vodafone held, 
or has plans to acquire,\1\ an ownership interest in cellular and PCS 
businesses which serve the following MTAs, MSAs and RSAs that 
geographically overlap with the cellular and/or PCS business of another 
defendant, as indicated:
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    \1\ Pursuant to a July 18, 1999 purchase agreement, Vodafone 
plans to acquire interests in cellular businesses from CommNet 
Cellular Inc. (``CommNet'') that overlap with GTE's PCS business in 
the following RSAs: Idaho 2-Idaho RSA; Montana 1-Lincoln RSA.
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I. Cellular/Cellular Overlap Areas

A. Bell Atlantic Cellular/Vodafone Cellular Overlap Areas
    1. Arizona

[[Page 507]]

    a. Phoenix MSA
    b. Tucson MSA
    c. Arizona 2-Coconino RSA
    2. New Mexico
    a. Albuquerque MSA
B. Bell Atlantic Cellular/GTE Cellular Overlap Areas
    1. Mew Mexico
    a. Las Cruces MSA
    2. South Carolina
    a. Greenville MSA
    b. Anderson MSA
    3. Texas
    a. El Paso MSA
C. GTE Cellular/Vodafone Cellular Overlap Areas
    1. California
    a. Salinas-Monterey-Seaside MSA
    b. San Diego MSA
    c. San Francisco MSA
    d. San Jose MSA
    e. Santa Rosa-Petaluma MSA
    f. Vallejo-Napa-Fairfield MSA
    2. Ohio
    a. Akron MSA
    b. Canton MSA
    c. Cleveland MSA
    d. Lorain-Elyria MSA
    e. Ohio 3-Ashtabula RSA

II. PCS/Cellular Overlap Areas

A. PrimeCo PCS/GTE Cellular Overlap Areas \2\
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    \2\ Bell Atlantic and Vodafone, as of the date of the filing of 
the Motion for Leave to File Supplemental Complaint, are partners in 
PCS Prime-Co, L.P. (``PrimeCo''). PrimeCo currently operates PCS 
businesses in ten MTAs, which geographically overlap with GET's 
cellular businesses.
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    1. Jacksonville MSA
    a. Jacksonville MSA
    b. Florida 5-Putnam RSA
    2. Miami-Fort Lauderdale MTA
    a. Fort Myers MSA
    b. Florida 1-Collier (B1) RSA
    c. Florida 2-Glades (B1) RSA
    d. Florida 3-Hardee RSA
    e. Florida 11-Monroe (B2) RSA
    3. Tampa-St. Petersburg-Orlando MTA
    a. Tampa-St. Petersburg MSA
    b. Lakeland-Winter Haven MSA
    c. Sarasota MSA
    d. Bradenton MSA
    e. Florida 2-Glades (B1) RSA
    f. Florida 3-Hardee RSA
    g. Florida 4-Citrus (B1) RSA
    4. New Orleans-Baton Rouge MTA
    a. Mobile, AL MSA
    b. Pensacola, FL MSA
    5. Chicago MTA
    a. Auroa-Elgin, IL MSA
    b. Bloomington-Normal, IL MSA
    c. Champaign-Urbana-Rantoul, IL MSA
    d. Chicago, IL MSA
    e. Decatur, IL MSA
    f. Fort Wayne, IN MSA
    g. Gary-Hammond-East Chicago, IN MSA
    h. Joliet, IL MSA
    i. Kankakee, IL MSA
    J. Rockford, IL MSA
    k. Springfield, IL MSA
    l. Illinois 1-Jo Daviess RSA
    m. Illinois 2-Bureau (B1) RSA
    n. Illinois 2-Bureau (B3) RSA
    o. Illinois 4-Adams (B1) RSA
    p. Illinois 5-Mason (B2) RSA
    q. Illinois 6-Montgomery RSA
    r. Illinois 7-Vermilion RSA
    s. Indiana 1-Newton (B1) RSA
    t. Indiana 1-Newton (B2) RSA
    u. Indiana 3-Huntington RSA
    6. Dallas-Fort Worth MTA
    a. Dallas-Fort Worth MSA
    b. Austin MSA
    c. Sherman-Denison MSA
    d. Texas 10-Navarro (B3) RSA
    e. Texas 11-Cherokee (B1) RSA
    f. Texas 16-Burleson RSA
    7. Houston MTA
    a. Houston MSA
    b. Beaumont-Port Arthur MSA
    c. Galveston MSA
    d. Bryan-College Station MSA
    e. Victoria MSA
    f. Texas 10-Navarro (B3) RSA
    g. Texas 11-Cherokee (B1) RSA
    h. Texas 16-Burleson RSA
    i. Texas 17-Newton RSA
    j. Texas 20-Wilson (B2) RSA
    k. Texas 21-Chambers RSA
    8. San Antonio MTA
    a. San Antonio MSA
    b. Texas 16-Burleson RSA
    c. Texas 20-Wilson (B2) RSA
    9. Richmond-Norfolk MTA
    a. Norfolk-Virginia Beach-Portsmouth MSA
    b. Richmond MSA
    c. Newport News--Hampton MSA
    d. Petersburg--Colonial Heights MSA
    e. Virginia 7--Buckingham (B1) RSA
    f. Virginia 8--Amelia RSA
    g. Virginia 9--Greensville RSA
    h. Virginia 11--Madison (B1) RSA
    i. Virginia 12--Caroline (B1) RSA
    j. Virginia 12--Caroline (B2) RSA
    10. Milwaukee MTA
    a. Wisconsin 8--Vernon RSA
B. GTE PCS/Vodafone Cellular Overlap Areas
    1. Cincinnati--Dayton MTA
    a. Cincinnati MSA
    b. Dayton MSA
    c. Hamilton/Middleton MSA
    d. Springfield MSA
    e. Ohio 4--Mercer RSA
    f. Ohio 8--Clinton RSA
    2. Seattle MTA
    a. Bellingham MSA
    b. Bremerton MSA
    c. Olympia MSA
    d. Seattle--Everett MSA
    e. Tacoma MSA
    f. Washington 1--Clallam RSA
    g. Washington 2--Okanagan RSA
    h. Washington 4--Gray's Harbor RSA
    3. Spokane--Billings MTA
    a. Spokane MSA
    b. Idaho 1--Boundary RSA
    c. Idaho 2--Idaho RSA
    d. Montana 1--Lincoln RSA
    e. Washington 3--Ferry RSA

    F. ``Vodafone'' means Vodafone AirTouch Plc, an English public 
limited company with its headquarters in Newbury, Berkshire, England, 
and includes its successors and assigns, its subsidiaries and 
affiliates, and the directors, officers, managers, agents and employees 
acting for or on behalf of any of the foregoing entities.
    G. ``Wireless System Assets'' means, for each wireless business to 
be divested under this Final Judgment, all types of assets, tangible 
and intangible, used by defendants in the operation of the wireless 
businesses to be divested (including the provision of long distance 
telecommunications services for wireless calls). ``Wireless System 
Assets'' shall be construed broadly to accomplish the complete 
divestitures of the entire business of one of the two wireless systems 
in each of the Overlapping Wireless Markets required by this Final 
Judgment and to ensure that the divested wireless businesses remain 
viable, ongoing businesses. With respect to each overlap in the 
Overlapping Wireless Markets created by the consummation of a 
transaction between any of the defendants, the Wireless System Assets 
to be divested shall be either those in which one party to the 
transaction has an interest or those in which the other party to the 
transaction has or will acquire an interest, but not both. These 
divestitures of the Wireless System Assets in the Overlapping Wireless 
Markets as defined in Section II.E shall be accomplished by: (1) 
transferring to the purchaser the complete ownership and/or other 
rights to the assets (other than those assets used substantially in the 
operations of either defendant's overall wireless business that must be 
retained to continue the existing operations of the wireless properties 
defendants are not required to divest, and that either are not capable 
of being divided between the divested wireless businesses and those 
that are not divested or are assets that the divesting defendant and 
the purchaser(s) agree shall not be divided); and (ii) granting to the 
purchaser(s) an option to obtain a non-exclusive, transferable license 
from defendants for a reasonable period at the election of the 
purchaser to use any of the divesting defendant's assets used in the 
operation of the wireless business being divested, so as to enable the 
purchaser to continue to operate the divested wireless businesses 
without impairment, where those assets are not subject to complete 
transfer to the purchaser under (i). Assets shall include, without 
limitation, all types of real and personal property, monies and 
financial instruments, equipment, inventory, office furniture, fixed 
assets and furnishings, supplies and materials, contracts, agreements, 
leases, commitments, spectrum licenses issued by the FCC and all other 
licenses, permits and authorizations, operational support systems, 
customer support and billing systems, interfaces with other service 
providers, business and customer records and information,

[[Page 508]]

customer lists, credit records, accounts, and historic and current 
business plans, as well as any patents, licenses, sub-licenses, trade 
secrets, know-how, drawings, blueprints, designs, technical and quality 
specifications and protocols, quality assurance and control procedures, 
manuals and other technical information defendants supply to their own 
employees, customers, suppliers, agents, or licensees, and trademarks, 
trade names and service marks (except for trademarks, trade names and 
service marks containing ``1-800-BUY-TIME,'' ``Airbridge,'' 
``AirTouch,'' ``AmericaChoice,'' ``Bell Atlantic Mobile,'' ``Cellular 
One,'' ``Conversation Card,'' ``DitigalChoice,'' ``EasternChoice,'' 
``GTE,'' ``HomeChoice,'' ``International Traveler,'' ``Megaphone,'' 
``MetroMobile,'' ``Mobilnet,'' ``No Regrets,'' ``Now You Can,'' ``PCS 
Now,'' ``PCS Home,'' ``PCS Ultra,'' ``Portal Phone,'' ``PrimeCo,'' 
``Vodafone,'' ``Welcome to the United States of America,'' and 
``WesternChoice'') or other intellectual property, including all 
intellectual property rights under third party licenses that are 
capable of being transferred to a purchaser either in their entirety, 
for assets described above under (i), or through a license obtained 
through or from the divesting defendant, for assets described above 
under (ii). Defendants shall identify in a schedule submitted to 
plaintiff and filed with the Court, as expeditiously as possible 
following the filing of the Supplemental Complaint in this case and in 
any event prior to any divestitures and before the approval by the 
Court of this Final Judgment, any intellectual property rights under 
third party licenses that are used by the wireless businesses being 
divested but that defendants could not transfer to a purchaser entirely 
or by license without third party consent, and the specific reasons why 
such consent is necessary and how such consent would be obtained for 
each asset.
    1. In the event that defendants elect to divest an interest in a 
PCS business in one of the PCS/Cellular Overlap Areas, defendants may 
retain up to 10 MHz of broadband PCS spectrum within that PCS/Cellular 
Overlap Area upon completion of the divestiture of the Wireless System 
Assets.
    2. In the event that defendants elect to divest an interest in a 
PCS business in one of the PCS/Cellular Overlap Areas, defendants, at 
least 90 calendar days prior to the consummation of the transaction 
which gives rise to the overlap, may request approval from plaintiff to 
partition the PCS license along Basic Trading Area (``BTA'') geographic 
boundaries, or in the case of Kenosha County, Wisconsin, county 
boundaries, and to retain assets in one or more specified non-
overlapping BTAs or in Kenosha County, Wisconsin. Plaintiff's approval 
of the request shall be subject to a determination by plaintiff in its 
sole discretion that the assets to be retained in the non-overlapping 
BTAs or Kenosha County, Wisconsin, are not needed to ensure the 
competitive effectiveness of the divested business in the remainder of 
the MTA, and that the purchaser of the Wireless System Assets in the 
remainder of the MTA will be able to operate the divested PCS business 
as a fully competitive entity.
    3. In a PCS/Cellular Overlap Area where a defendant holds a non-
controlling minority interest in an overlapping cellular business, 
defendants, at least 90 calendar days prior to the consummation of the 
transaction which gives rise to the overlap, may request approval from 
plaintiff to retain both the PCS business and the non-controlling 
minority interest in such overlapping cellular business. Plaintiff's 
approval of the request shall be subject to a determination by 
plaintiff in its sole discretion that the retention of a non-
controlling minority interest will be entirely passive and will not 
significantly diminish competition.

III. Applicability and Effect

    A. The provisions of this Final Judgment shall be applicable to 
Bell Atlantic, GTE, and Vodafone, as defined above, the attorneys of 
each of the above, and shall also be applicable to all other persons in 
active concert or participation with any of the above who shall have 
received actual notice of this Final Judgment by personal service or 
otherwise.
    B. Defendants shall require, as a condition of the sale or other 
disposition to an Interim Party, which shall be defined to mean any 
person other than a purchaser approved by plaintiff pursuant to Section 
IV.C, of all or substantially all of their assets, or of a lesser 
business unit containing the Wireless System Assets required to be 
divested by this Final Judgment, that the Interim Party agrees to be 
bound by the provisions of this Final Judgment, and shall also require 
that any purchaser of the Wireless System Assets agree to be bound by 
Section X of this Final Judgment.

IV. Divestiture of Wireless Interests

    A. Defendants Bell Atlantic, Vodafone and GTE shall divest 
themselves of the Wireless System Assets of one of the two wireless 
businesses in each of the Overlapping Wireless Markets, including both 
any direct or indirect financial ownership interests and any direct or 
indirect role in management or participation in control, to a purchaser 
or purchasers acceptable to plaintiff in its sole discretion, or to a 
trustee designated pursuant to Section V of this Final Judgment in 
accordance with the following schedule:
    1. The divestiture of the Wireless System Assets for each Cellular/
Cellular Overlap Area shall occur prior to or at the same time as 
consummation of the transaction that gives rise to the overlap.
    2. The divestitures of the Wireless System Assets for each PCS/
Cellular Overlap Area shall occur prior to or at the same time as 
consummation of the transaction that gives rise to the overlap, or June 
30, 2000, whichever is later. Plaintiff may, in its sole discretion, 
extend this date by up to two thirty-day periods. If one or more 
divestitures have not been completed as of the date of the consummation 
of the transaction that gives rise to the overlap, defendants will 
submit to plaintiff a definitive Divestiture List identifying the 
specific Wireless System Assets in each of the PCS/Cellular Overlap 
Areas that will be divested.
    B. Defendants agree to use their best efforts to accomplish the 
divestitures set forth in this Final Judgment and to seek all necessary 
regulatory approvals as expeditiously as possible. The divestitures 
carried out under the terms of this decree shall also be conducted in 
compliance with the applicable rules of the FCC, including 47 CFR 20.6 
(spectrum aggregation) and 47 CFR 22.942 (cellular cross-ownership), or 
any waiver of such rules or other authorization granted by the FCC. 
Authorization by the FCC to conduct divestiture of a cellular business 
in a particular manner will not modify any of the requirements of this 
decree.
    C. Unless plaintiff otherwise consents in writing, the divestitures 
pursuant to Section IV, or by trustee appointed pursuant to Section V 
of the Final Judgment, shall be accomplished by (1) divesting all of 
the Wireless System Assets in any individual Overlapping Wireless 
Market entirely to a single purchaser (but Wireless System Assets used 
by any defendant in the operation of its cellular business in different 
Overlapping Wireless Markets may be divested to different purchasers), 
and (2) selling or otherwise conveying the Wireless System Assets to 
the purchaser(s) in such a way as to satisfy plaintiff, in its sole 
discretion, that each wireless business can and will be used by the 
purchaser(s) as part of a viable,

[[Page 509]]

ongoing business engaged in the provision of wireless mobile telephone 
service. The divestitures pursuant to this Final Judgment shall be made 
to one or more purchasers for whom it is demonstrated to plaintiff's 
sole satisfaction that (1) the purchaser has the capability and intent 
of competing effectively in the provision of wireless mobile telephone 
service using the Wireless System Assets, (2) the purchaser has the 
managerial, operational and financial capability to compete effectively 
in the provision of wireless mobile telephone service using the 
Wireless System Assets, and (3) none of the terms of any agreement 
between the purchaser and any of the defendants shall give defendants 
the ability unreasonably (i) to raise the purchaser's costs, (ii) to 
lower the purchaser's efficiency, (iii) to limit any line of business 
which a purchaser may choose to pursue using the Wireless System Assets 
(including, but not limited to, entry into local telecommunications 
services on a resale or facilities basis or long distance 
telecommunications services on a resale or facilities basis), or 
otherwise to interfere with the ability of the purchaser to compete 
effectively.
    D. If they have not already done so, defendants shall make known 
the availability of the Wireless System Assets in each of the 
Overlapping Wireless Markets by usual and customary means, sufficiently 
in advance of the time of consummation of any transaction which gives 
rise to an overlap in an Overlapping Wireless Market, reasonably to 
enable the required divestitures to be accomplished according to the 
schedule outlined herein. Defendants shall inform any person making an 
inquiry regarding a possible purchase of the Wireless System Assets 
that the sale is being made pursuant to the requirements of this Final 
Judgment, as well as the rules of the FCC, and shall provide such 
person with a copy of the Final Judgment.
    E. Defendants shall offer to furnish to all prospective purchasers, 
subject to customary confidentiality assurances, access to personnel, 
the ability to inspect the Wireless System Assets, and all information 
and any financial, operational, or other documents customarily provided 
as part of a due diligence process, including all information relevant 
to the sale and to the areas of business in which the cellular business 
has been engaged or has considered entering, except documents subject 
to attorney-client or work product privileges, or third party 
intellectual property that defendants are precluded by contract from 
disclosing and that has been identified in a schedule pursuant to 
Section II.G. Defendants shall make such information available to the 
plaintiff at the same time that such information is made available to 
any other person.
    F. Defendants shall not interfere with any negotiations by any 
purchaser to retain any employees, for Bell Atlantic and GTE who work 
or have worked since July 29, 1998, and for Vodafone who work or have 
worked since September 21, 1999 (other than solely on a temporary 
assignment basis from another part of Bell Atlantic, Vodafone or GTE) 
with, or whose principal responsibility relates to, the divested 
Wireless System Assets.
    G. To the extent that the wireless businesses to be divested use 
intellectual property, as required to be identified by Section II.G, 
that cannot be transferred or assigned without the consent of the 
licensor or other third parties, defendants shall cooperate with the 
purchaser(s) and trustee to seek to obtain those consents.
    H. Defendants shall preserve all records of all efforts made to 
preserve and divest any or all of the Wireless System Assets required 
to be divested until the termination of this Final Judgment.

V. Appointment of Trustee

    A. If defendants have not divested all of the Wireless System 
Assets required to be divested in accordance with Section IV to a 
purchaser or purchasers that have been approved by plaintiff pursuant 
to Section IV.C, then:
    1. Defendants that are party to a transaction that gives rise to an 
overlap shall identify to plaintiff in writing the remaining Wireless 
System Assets to be divested in the Overlapping Wireless Markets, and 
this written notification shall also be provided to the trustee 
promptly upon his or her appointment by the Court;
    2. The Court shall, on application of plaintiff, appoint a trustee 
selected by plaintiff, who will be responsible for (a) accomplishing a 
divestiture of all Wireless System Assets transferred to the trustee 
from defendants, in accordance with the terms of this Final Judgment, 
to a purchaser or purchasers approved by plaintiff under Section IV.C, 
and (b) exercising the responsibilities of the licensee and controlling 
and operating the transferred Wireless System Assets, to ensure that 
the wireless businesses remain ongoing, economically viable competitors 
in the provision of mobile wireless telecommunications services in the 
Overlapping Wireless Markets, until they are divested to a purchaser or 
purchasers, and the trustee shall agree to be bound by this Final 
Judgment.
    3. Defendants shall submit a form of trust agreement (``Trust 
Agreement'') to plaintiff, which must be consistent with the terms of 
this Final Judgment and which must have received approval by plaintiff, 
who shall communicate to defendants within ten (10) business days 
approval or disapproval of that form; and
    4. After obtaining any necessary approvals from the FCC for the 
transfer of control of the licenses of the remaining Wireless System 
Assets to the trustee, defendants shall irrevocably divest the 
remaining Wireless System Assets to the trustee, who will own such 
assets (or own the stock of the entity owning such assets, if 
divestiture is to be effected by the creation of such an entity for 
sale to purchaser(s)) and control such assets, subject to the terms of 
the approved Trust Agreement.
    B. After the appointment of a trustee becomes effective, only the 
trustee shall have the right to sell the wireless business(es) to be 
divested, which shall be done within the time periods set forth in this 
Final Judgment. Those assets shall be the Wireless System Assets as 
designated by defendants as set forth in Section V.A.1 for the 
Overlapping Wireless Markets. In addition, notwithstanding any 
provision to the contrary, plaintiff may, in its sole discretion, 
require defendants to include additional assets that substantially 
relate to the wireless mobile telephone business in the Wireless System 
Assets to be divested if it would facilitate a prompt divestiture to an 
acceptable purchaser. 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 Sections 
IV, V, and VI of this Final Judgment. Subject to Section V.C of this 
Final Judgment, the trustee shall have the power and authority to hire 
at the cost and expense of defendants any investment bankers, 
attorneys, or other agents reasonably necessary in the judgment of the 
trustee to assist in the divestiture and in the management of the 
Wireless System Assets transferred to the trustee, 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 
plaintiff in its sole discretion, and shall have such other powers as 
this Court shall deem appropriate. Defendants shall not object to a 
sale by the trustee on any grounds

[[Page 510]]

other than the trustee's malfeasance. Any such objections by the 
defendants must be conveyed in writing to plaintiff and the trustee 
within ten (10) days after the trustee has provided the notice required 
under Section VI of this Final Judgment.
    C. The trustee shall serve at the cost and expense of defendants, 
on such terms and conditions as the Court may prescribe, and shall 
account for all monies derived from the sale of the wireless 
business(es) 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 
defendants and the trust shall then be terminated. The compensation of 
such trustee and of professionals and agents retained by the trustee 
shall be reasonable in light of the value of the divested wireless 
business(es) 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. Defendants shall use their best efforts to assist the trustee in 
accomplishing the required divestiture, including their best efforts to 
effect all necessary regulatory approvals. 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 wireless business(es) to be divested, 
and defendants shall develop financial or other information relevant to 
the business to be divested customarily provided in a due diligence 
process as the trustee may reasonably request, subject to customary 
confidentiality assurances. As required and limited by Sections IV.E 
and F of this Final Judgment, defendants shall permit prospective 
purchaser(s) of the Wireless System Assets to have reasonable access to 
personnel and to make such inspection of the Wireless System Assets to 
be sold and any and all financial, operational, or other documents and 
other information as may be relevant to the divestiture required by 
this Final Judgment.
    E. After being appointed and until the divestiture of the Wireless 
System Assets is complete, 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 Wireless System Assets to be sold, and 
shall describe in detail each contact with any such person during that 
period. The trustee shall maintain full records of all efforts made to 
divest the Wireless System Assets.
    F. The Trustee shall divest the Wireless System Assets in each of 
the Overlapping Wireless Markets to a purchaser or purchasers 
acceptable to plaintiff in its sole discretion, as required in Section 
IV.C of this Final Judgment, no later than one hundred and eighty (180) 
calendar days after the Wireless System Assets are transferred to a 
trustee in accordance with the schedule outlined in Section IV, 
provided however, that if applications have been filed with the FCC 
within the one hundred eighty day period seeking approval to assign or 
transfer licenses to the purchaser(s) of the Wireless System Assets but 
approval of such applications has not been granted before the end of 
the one hundred eighty day period, the period shall be extended with 
respect to the divestiture of those Wireless System Assets for which 
final FCC approval has not been granted until five (5) days after such 
approval is received.
    G. If the trustee has not accomplished the divestiture of all of 
the Wireless System Assets within the time specified for completion of 
divestiture to a purchaser or purchasers under Section V.F of this 
Final Judgment, the trustee thereupon shall file promptly with this 
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 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 deems 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 agreed to by plaintiff.
    H. After defendants transfer the Wireless System Assets to the 
trustee, and until those Wireless System Assets have been divested to a 
purchaser or purchasers approved by plaintiff pursuant to Section IV.C, 
the trustee shall have sole and complete authority to manage and 
operate the Wireless System Assets and to exercise the responsibilities 
of the licensee, and shall not be subject to any control or direction 
by defendants. Defendants shall not retain any economic interest in the 
Wireless System Assets transferred to the trustee, apart from the right 
to receive the proceeds of the sale or other disposition of the 
Wireless System Assets. The trustee shall operate the wireless 
business(es) as a separate and independent business entity from each of 
the defendants, with sole control over operations, marketing and sales. 
Defendants shall not communicate with, or attempt to influence the 
business decisions of, the trustee concerning the operation and 
management of the wireless businesses, and shall not communicate with 
the trustee concerning the divestiture of the Wireless System Assets or 
take any action to influence, interfere with, or impede the trustee's 
accomplishment of the divestitures required by this Final Judgment, 
except that defendants may communicate with the trustee to the extent 
necessary for defendants to comply with this Final Judgment and to 
provide the trustee, if requested to do so, with whatever resources or 
cooperation may be required to complete the divestitures of the 
Wireless System Assets and to carry out the requirements of this Final 
Judgment. In no event shall defendants provide to, or receive from, the 
trustee or the wireless businesses under the trustee's control any non-
public or competitively sensitive marketing, sales, or pricing 
information relating to their respective mobile wireless 
telecommunications service businesses.

VI. Notification

    A. Within two (2) business days following execution of a binding 
agreement to effect, in whole or in part, any proposed divestiture 
required by this Final Judgment, whichever defendant is divesting the 
Wireless System Assets, or the trustee if the trustee is divesting the 
Wireless System Assets, shall notify plaintiff of the proposed 
divestiture. If the trustee is responsible for the divestiture, the 
trustee shall similarly notify defendants. The notice shall set forth 
the details of the proposed transaction and list the name, address, and 
telephone number of each person not previously identified

[[Page 511]]

who theretofore offered to, or expressed an interest in or a desire to, 
acquire any ownership interest in the Wireless System Assets that are 
the subject of the binding agreement, together will full details of 
same.
    B. Within fifteen (15) calendar days of receipt by plaintiff of 
such notice, plaintiff may request from defendants, the proposed 
purchaser(s), any other third party, or the trustee (if applicable), 
additional information concerning the proposed divestiture and the 
proposed purchaser(s) or any other potential purchaser(s). Defendants 
and the trustee shall furnish any such additional information requested 
within fifteen (15) calendar days of the receipt of the request, unless 
the parties shall otherwise agree. Within thirty (30) calendar days 
after receipt of the notice, or within twenty (20) calendar days after 
plaintiff has been provided the additional information requested from 
defendants, the proposed purchaser(s), any third party, or the trustee, 
whichever is later, plaintiff shall provide written notice to 
defendants and the trustee, if there is one, stating whether or not 
plaintiff objects to the proposed divestiture. If plaintiff provides 
written notice to defendants and the trustee, if there is one, that it 
does not object, then the divestiture may be consummated subject only 
to defendants' limited right to object to the sale under Section V.B of 
this Final Judgment. Absent written notice that plaintiff does not 
object to the proposed purchaser(s) or in the event of an objection by 
plaintiff, a divestiture shall not be consummated. Upon objection by a 
defendant under the proviso of Section V.B, a divestiture proposed 
under Section V shall not be consummated unless approved by the Court.

VII. Affidavits

    A. Within twenty (20) calendar days of the filing of the Motion for 
Leave to File Supplemental Complaint in this matter and every thirty 
(30) calendar days thereafter until all divestitures have been 
completed, defendants shall deliver to plaintiff an affidavit as to the 
fact and manner of defendants' compliance with this Final Judgment. 
Each such affidavit shall (i) include, inter alia, the name, address, 
and telephone number of each person who, at any time after the period 
covered by the last such report, made an offer to acquire, expressed an 
interest in acquiring, entered into negotiations to acquire, or was 
contacted or made an inquiry about acquiring, any or all of the 
Wireless System Assets required to be divested, (ii) describe in detail 
each contact with any such person during that period, and (iii) include 
a summary of the efforts that defendants have made to solicit a 
purchaser(s) for the Wireless System Assets to be divested in the 
Overlapping Wireless Markets pursuant to this Final Judgment and to 
provide required information to prospective purchasers.
    B. Within twenty (20) calendar days of the filing of the Motion for 
Leave to File Supplemental Complaint in this matter, defendants shall 
deliver to plaintiff an affidavit which describes in reasonable detail 
all actions defendants have taken and all steps defendants have 
implemented on an ongoing basis to preserve the Wireless System Assets 
to be divested pursuant to this Final Judgment. Defendants shall 
deliver to plaintiff another affidavit describing any changes to the 
efforts and actions outlined in defendants' earlier affidavits filed 
pursuant to Section VII.B of this Final Judgment within fifteen (15) 
calendar days after the charge is implemented.

VIII. Financing

    Defendants shall not finance all or any part of any purchase by an 
acquirer made pursuant to Sections IV or V of this Final Judgment.

IX. Hold Separate Order

    A. Until accomplishment of the divestitures of the Wireless System 
Assets to purchaser(s) approved by plaintiff pursuant to Section IV.C, 
each defendant shall take all steps necessary to ensure that each of 
the wireless businesses that it owns or operates in the Overlapping 
Wireless Markets shall continue to be operated as a separate, 
independent, ongoing, economically viable and active competitor to the 
other mobile wireless telecommunications providers operating in the 
same license area; and that except as necessary to comply with this 
Final Judgment, the operation of said wireless businesses (including 
the performance of decision-making functions relating to marketing and 
pricing) will be kept separate and apart from, and not influenced by, 
the operation of the other wireless business, and the books, records, 
and competitively sensitive sales, marketing, and pricing information 
associated with said wireless businesses will be kept separate and 
apart from the books, records, and competitively sensitive sales, 
marketing, and pricing information associated with the other wireless 
business; provided that defendants may continue to use any trademarks, 
trade names or service marks used in the operation of such wireless 
businesses prior to the consummation of the Bell Atlantic/GTE Merger 
and/or the creation of the Bell Atlantic/Vodafone Partnership.
    B. Until the Wireless System Assets in each Overlapping Wireless 
Market have been divested to purchaser(s) approved by plaintiff, or 
transferred to a trustee pursuant to Section V of this Final Judgment, 
each defendant shall in accordance with past practices, with respect to 
each wireless business that it has an ownership interest in or operates 
in the Overlapping Wireless Markets;
    1. Use all reasonable efforts to maintain and increase sales of 
wireless mobile telephone services, and maintain and increase 
promotional, advertising, sales, technical assistance, and marketing 
support for the mobile telephone service sold by the wireless 
businesses;
    2. Take all steps necessary to ensure that each wireless business 
that it has an ownership interest in or operates in the Overlapping 
Wireless Markets is fully maintained in operable condition and shall 
maintain and adhere to normal maintenance schedules;
    3. Provide and maintain sufficient working capital and lines and 
sources of credit to maintain the Wireless System Assets as viable 
ongoing businesses;
    4. Not remove, sell, lease, assign, transfer, pledge or otherwise 
dispose of or pledge as collateral for loans, any asset of each 
wireless business that it has an ownership interest in or operates in 
the Overlapping Wireless Markets, other than in the ordinary course of 
business, except as approved by plaintiff;
    5. Maintain, in accordance with sound accounting principles, 
separate, true, accurate and complete financial ledgers, books and 
records that report, on a periodic basis, such as the last business day 
of each month, consistent with past practices, the assets, liabilities, 
expenses, revenues, income, profit and loss of each wireless business 
that it has an ownership interest in or operates in the Overlapping 
Wireless Markets;
    6. Be prohibited from terminating, transferring, or altering to the 
detriment of any employees who work with each wireless business that it 
has an ownership interest in or operates in the Overlapping Wireless 
Markets as of the date of consummation of the Bell Atlantic/GTE Merger 
or the creation of the Bell Atlantic/Vodafone Partnership, any current 
employment or salary agreements, except: (a) In the ordinary course of 
business, (b) for transfer bids initiated by employees pursuant to 
defendants' regular, established job posting policies, (c) for an 
individual who has a written offer of employment

[[Page 512]]

from a third party for a like position, or (d) as necessary to promote 
accomplishment of defendants' obligations under this Final Judgment; 
and
    7. Take no action that would impede in any way or jeopardize the 
sale of each wireless business that it has an ownership interest in or 
operates in the Overlapping Wireless Markets.
    C. On or before the consummation of the Bell Atlantic/GTE Merger or 
the creation of the Bell Atlantic/Vodafone Partnership, defendants 
shall assign complete managerial responsibility over each wireless 
business that they have an ownership interest in or operate in the 
Overlapping Wireless Markets to a specified manager who shall not 
participate, during the period of such responsibility, in the 
management of any of defendants' other businesses.
    D. Defendants shall, during the period before all Wireless System 
Assets have been divested to a purchaser(s) or transferred to the 
trustee pursuant to Section V of this Final Judgment, each appoint a 
person or persons to oversee the Wireless System Assets owned by that 
defendant, who will be responsible for defendants' compliance with the 
requirements of Sections VII and IX of this Final Judgment. Such 
person(s) shall not be an officer, director, manager, employee, or 
agent of another defendant.

X. Compliance Inspection

    For the purposes of determining or securing compliance of 
defendants with this Final Judgment, or of determining whether the 
Final Judgment should be modified or vacated, and subject to any 
legally recognized privilege, from time to time:
    A. Duly authorized representatives of the United States Department 
of Justice, upon written request of the Attorney General or the 
Assistant Attorney General in charge of the Antitrust Division, and on 
reasonable notice to the relevant defendant made to its principal 
office, shall be permitted without restraint or interference from 
defendants:
    1. To have 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 any matters 
contained in this Final Judgment; and
    2. To interview, either informally or on the record, and to take 
sworn testimony from the officers, directors, employees, or agents of 
defendants, who may have counsel present, relating to any matters 
contained in this Final Judgment.
    B. Upon the written request of the Attorney General or the 
Assistant Attorney General in charge of the Antitrust Division, made to 
defendants at their principal offices, defendants shall submit written 
reports, under oath if requested, relating to any of the matters 
contained in this Final Judgment.
    C. No information or documents obtained by the means provided in 
this Section X or Sections VI and VII shall be divulged by plaintiff to 
any person other than a duly authorized representative of the Executive 
Branch of the United States, or to the FCC (pursuant to a customary 
protective order or a waiver of confidentiality by defendants), except 
in the course of legal proceedings to which the United States is a 
party (including grand jury proceedings), or for the purpose of 
securing compliance with this Final Judgment, or as otherwise required 
by law.
    D. If, at the time information or documents are furnished by 
defendants to plaintiff, defendants represent and identify in writing 
the material in any such information or documents as to which a claim 
of protection may be asserted under Rule 26(c)(7) of the Federal Rules 
of Civil Procedure, and 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) to which 
defendants are not a party.

XI. Retention of Jurisdiction

    Jurisdiction is retained by this Court for the purposes of enabling 
any of the parties to this Final Judgment to apply to this Court at any 
time for such further orders or directions as may be necessary or 
appropriate for the construction or carrying out of this Final 
Judgment, for the modification of any of the provisions hereof, for the 
enforcement of compliance herewith, and for the punishment of any 
violations hereof.

XII. Further Provisions and Termination

    A. The entry of this judgment is in the public interest.
    B. Unless this Court grants an extension, this Final Judgment shall 
expire on the tenth anniversary of the date of its entry.

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

Certificate of Service

    I hereby certify that copies of the foregoing Motion for Leave to 
File Supplemental Complaint and Memorandum of Points and Authorities in 
Support thereof were served this 6th day of December, 1999 upon the 
following:
John Thorne (by hand),
Bell Atlantic Corporation, 1320 North Court House Road, Eighth Floor, 
Arlington, VA 22201, Counsel for Defendant Bell Atlantic Corporation.
Steven G. Bradbury (by hand),
Kirkland & Ellis, 655 Fifteenth Street, NW, Washington, DC 20005, 
Counsel for Defendant GTE Corporation.
Megan Pierson (by first class mail postage prepaid),
AirTouch Communications, Inc., One California Street, San Francisco, CA 
94111, Counsel for Vodafone AirTouch Plc.
Lawrence M. Frankel,
Counsel for Plaintiff United States of America.

Competitive Impact Statement

    The United States, pursuant to Section 2(b) of the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16(b)-(h) (``APPA''), 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 Supplemental Complaint on 
December 9, 1999 alleging that: (1) The proposed acquisition of GTE 
Corporation (``GTE'') by Bell Atlantic Corporation (``Bell Atlantic'') 
(2) the proposed partnership between Bell Atlantic and Vodafone 
AirTouch Plc (``Vodafone''); and (3) the combined effect of these two 
transactions would violate Section 7 of the Clayton Act, 15 U.S.C. 18 
by lessening competition in the markets for wireless mobile telephone 
services in 13 major trading areas (``MTAs''), as well as 96 
metropolitan statistical areas (``MSAs'') and rural service areas 
(``RSAs'') in Alabama, Arizona, California, Florida, Idaho, Illinois, 
Indiana, Montana, New Mexico, Ohio, South Carolina, Texas, Virginia, 
Washington, and Wisconsin.\1\
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    \1\ The original Complaint in this proceeding was filed on May 
7, 1999, challenging the July 28, 1998, merger agreement between 
Bell Atlantic and GTE (``Bell Atlantic/GTE Merger''). On September 
21, 1999, Bell Atlantic and Vodafone entered into an agreement to 
create a partnership (``Bell Atlantic/Vodafone Partnership'') with 
the intent of combining the wireless businesses of Bell Atlantic, 
Vodafone, and GTE into a national wireless network. On December 6, 
1999, the United States filed a motion requesting leave to file a 
Supplemental Complaint and to add Vodafone as a defendant to this 
action. That motion was granted by the Court on December 9, 1999, 
and the Supplemental Complaint was accepted as filed on that date.

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[[Page 513]]

    Shortly before the Supplemental Complaint was filed, the United 
States and defendants reached agreement on the terms of a revised 
proposed Final Judgment. The revised proposed Final Judgment \2\ 
requires Bell Atlantic, Vodafone, or GTE to divest wireless assets in 
96 markets. These overlapping markets include: (1) 58 MSAs and RSAs 
where GTE owns in whole or in part a cellular mobile telephone services 
business that overlaps part of one of the 10 MTAs where Bell Atlantic 
and Vodafone provide personal communications services through PCS 
PrimeCo, L.P. (``PrimeCo''), a business half owned by Bell Atlantic and 
half owned by Vodafone; (2) four MSAs where Bell Atlantic and GTE own 
in whole or in part competing cellular mobile wireless telephone 
businesses; (3) three MSAs and one RSA where Bell Atlantic and Vodafone 
own in whole or in part competing cellular mobile wireless telephone 
businesses; (4) ten MSAs and one RSA where Vodafone and GTE own in 
whole or part competing cellular mobile wireless telephone businesses; 
and (5) ten MSAs and nine RSAs where Vodafone owns, or will own, in 
whole or part, a cellular mobile wireless telephone business that 
competes with GTE wireless PCS telephone business that overlaps all or 
part of the area. These 96 overlap areas are collectively identified in 
the Supplemental Complaint as the ``Overlapping Wireless Markets.''
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    \2\ The original proposed Final Judgment required either Bell 
Atlantic or GTE to divest its wireless telephone business in those 
markets where the two companies' business overlap. The revised Final 
Judgment essentially includes those areas, as well as the areas 
where Vodafone's wireless telephone businesses overlap with a 
competing businesses owned either by Bell Atlantic or GTE.
---------------------------------------------------------------------------

    In each of the Overlapping Wireless Markets, defendants can choose 
which wireless business to divest. The proposed Final Judgment also 
contains provisions, explained below, designed to minimize any risk of 
competitive harm that otherwise might arise pending completion of the 
divestiture. The proposed Final Judgment and a Stipulation by plaintiff 
and defendants consenting to its entry were filed simultaneously with 
the Supplemental Complaint.
    The United States and defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the Antitrust 
Procedures and Penalties Act, 15 U.S.C. 16 (``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 proposed Final Judgment and to punish violations 
thereof. The United States and defendants have also stipulated that 
defendants will comply with the terms of the proposed Final Judgment 
from the date of signing of the Stipulation, pending entry of the Final 
Judgment by the Court. Should the Court decline to enter the Final 
Judgment, defendants have also committed to continue to abide by its 
requirements until the expiration of time for any appeals of such 
ruling.

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

A. The Defendants and the Proposed Transaction
    Bell Atlantic is one of the remaining five Regional Bell Operating 
Companies (``RBOCs'') created in 1984 by the consent decree settling 
the United States' antitrust case against American Telephone & 
Telegraph Co. GTE is the largest non-RBOC local telephone operating 
company in the United States. Vodafone is the world's largest mobile 
telecommunications company, and the third largest wireless mobile 
telephone service provider in the United States. Bell Atlantic and GTE 
each provide local exchange services in distinct regions, as well as 
wireless mobile telephone services, including cellular mobile telephone 
services and PCS, both within and outside of their local exchange 
service regions. Bell Atlantic is a 50/50 partner with Vodafone in 
PrimeCo, a firm that provides wireless mobile telephone services in 
many areas of the country.
    Bell Atlantic, with headquarters in New York City, New York, is the 
second largest RBOC in the United States, with approximately 42 million 
total local telephone access lines. In 1998, Bell Atlantic had revenues 
in excess of $31 billion. Bell Atlantic provides local telephone 
services to retail customers in Connecticut, Delaware, the District of 
Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, 
New York, Pennsylvania, Rhode Island, Vermont, Virginia, and West 
Virginia, as well as cellular mobile telephone services in those 
states. Bell Atlantic also provides cellar mobile telephone services in 
some areas outside its local exchange service region, including areas 
within the states of Arizona, Georgia, North Carolina, New Mexico, 
South Carolina, and Texas. Through its partnership with Vodafone in 
PrimeCo, Bell Atlantic also provides wireless services in the States of 
Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, 
Louisiana, Michigan, Minnesota, Mississippi, New Mexico, North 
Carolina, Ohio, Oklahoma, Texas, Virginia, and Wisconsin. Bell Atlantic 
is the nation's fourth largest wireless mobile telephone service 
provider, with about 7.5 million proportionate subscribers \3\ 
nationwide.
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    \3\ ``Proportionate subscribers'' refers to the number of 
subscribers in a firm's wireless mobile telephone systems discounted 
by the firm's ownership interest in each system. For instance, a 
firm with a 100% ownership interest in a wireless business with 
100,000 subscribers would have 100,000 proportionate subscribers, 
but a firm with a 25% interest in a system with 100,000 subscribers 
would be attributed 25,000 proportionate subscribers for that 
system.
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    GTE, with headquarters in Irving, Texas, is the a largest non-RBOC 
local telephone company in the United States, with over 23 million 
total local telephone access lines. In 1998, GTE had revenues in excess 
of $25 billion. GTE provides local telephone service to retail 
customers in Alabama, Alaska, Arizona, Arkansas, California, Florida, 
Hawaii, Idaho, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, 
Missouri, Nebraska, Nevada, New Mexico, North Carolina, Ohio, Oklahoma, 
Oregon, Pennsylvania, South Carolina, Texas, Virginia, Washington, and 
Wisconsin, and it also provides wireless mobile telephone service in 17 
states. GTE is the nation's fifth largest wireless mobile telephone 
service provider, with about 6.9 million proportionate subscribers 
nationwide.
    Vodafone, with its headquarters in Newbury, Berkshire, England, has 
mobile operations in 23 countries in five continents, with more than 19 
million proportionate customers outside of the United States. Within 
the United States, Vodafone serves 9.1 million cellular mobile 
telephone and PCS customers in 24 states and 22 of the top 30 U.S. 
markets. Vodafone entered into an agreement on July 19, 1999 to acquire 
certain cellular mobile telephone business from CommNet (``Vodafone/
CommNet Merger'') for $1.36 billion, which would make Vodafone a 
provider of cellular mobile telephones services in an additional 11 
midwestern and western states. The acquisition of CommNet's cellular 
business would add about 360,000 subscribers to Vodafone's total number 
of wireless subscribers nationwide.
    On July 28, 1998, Bell Atlantic and GTE entered into a merger 
agreement whereby the two firms would merge in a transaction valued at 
approximately $53 billion at the time of the agreement. If this 
transaction is consummated, the combined total of Bell Atlantic's and 
GTE's wireless mobile telephone service

[[Page 514]]

subscribers, absent divestitures, would exceed 14 million.
    On September 21, 1999, Bell Atlantic and Vodafone entered into an 
agreement to create a new wireless partnership that will combine the 
approximately $70 billion worth of wireless assets of Bell Atlantic, 
Vodafone, and GTE. The new wireless partnership will be the largest 
wireless business in the United States, serving over 23 million 
customers in 49 of the top 50 U.S. wireless markets and boasting a 
footprint covering 90% of the U.S. population.
B. Wireless Mobile Telephone Services
    Wireless mobile telephone services permit users to make and receive 
telephone calls, using radio transmissions, while traveling by car or 
by other means. The mobility afforded by this service is a valuable 
feature to consumers, and cellular and other wireless mobile telephone 
services are commonly priced at a substantial premium above landline 
services. In order to provide this capability, wireless carriers must 
deploy an extensive network of switches and radio transmitters and 
receivers, and interconnect this network with the networks of local and 
long distance landline carriers, and with the networks of other 
wireless carriers. Current annual revenues from the sale of wireless 
mobile telephone services total approximately $37 billion in the United 
States.
    Initially, wireless mobile telephone services were provided 
principally by two cellular systems in each MSA and RSA license area. 
Cellular licenses were awarded by the Federal Communications Commission 
(``FCC'') beginning in the early 1980s for each MSA and RSA.\4\ A 
provider of Specialized Mobile Radio (``SMR'') services typically was 
also authorized to operate with some additional spectrum in these 
areas, including the Overlapping Wireless Markets.
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    \4\ 25 MHZ of spectrum was allocated to each cellular system in 
an MSA or RSA. MSAs are the 306 urbanized areas in the United 
States, defined by the federal government, and used by the FCC to 
define the license areas for urban cellular systems. RSAs are the 
428 areas defined by the FCC used to define the license areas for 
rural cellular systems outside of MSAs.
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    In 1995, the FCC allocated (and subsequently issued licenses for) 
additional spectrum for the provision of PCS, a type of wireless 
telephone service that includes wireless mobile telephone services 
comparable to those offered by cellular carriers. In 1996, one SMR 
spectrum licensee began to use its SMR spectrum to offer wireless 
mobile telephone services, comparable to that offered by cellular and 
PCS providers and bundled with dispatch services, in a number of areas 
including some of the Overlapping Wireless Markets. While the areas for 
which PCS providers are licensed (MTAs and basic trading areas 
(``BTAs'')) differ somewhat from the cellular MSAs and RSAs, they 
generally overlap with them. In many areas, including most of the 
Overlapping Wireless Markets, not all of the PCS license holders have 
started to offer services or even begun to construct the facilities 
necessary to begin offering service. The PCS providers have tended to 
enter in the largest cities first, entering in smaller markets only 
later and not on as wide a scale. Moreover, even in those areas where 
one or more PCS providers have constructed their networks and have 
started to offer service, including the Overlapping Wireless Markets, 
the incumbent cellular providers, such as Bell Atlantic, Vodafone and 
GTE, still typically have substantially larger market shares than the 
new entrants.
C. Anticompetitive Consequences of the Proposed Acquisition
    Bell Atlantic, Vodafone and GTE, or firms in which they have an 
interest, are or will be competing providers of wireless mobile 
telephone services in 96 cellular license areas in 15 states. These 
areas are referred to in the Supplemental Complaint as follows:

I. Cellular/Cellular Overlap Areas

A. Bell Atlantic Cellular/Vodafone Cellular Overlap Areas
    1. Arizona
    a. Phoenix MSA
    b. Tucson MSA
    c. Arizona 2--Coconino RSA
    2. New Mexico
    a. Albuquerque MSA
B. Bell Atlantic Cellular/GTE Cellular Overlap Areas
    1. New Mexico
    a. Las Cruces MSA
    2. South Carolina
    a. Greenville MSA
    b. Anderson MSA
    3. Texas
    a. El Paso MSA
C. GTE Cellular/Vodafone Cellular Overlap Areas
    1. California
    a. Salinas-Monterey-seaside MSA
    b. San Diego MSA
    c. San Francisco MSA
    d. San Jose MSA
    e. Santa Rosa-Petaluma MSA
    f. Vallejo-Napa-Fairfield MSA
    2. Ohio
    a. Akron MSA
    b. Canton MSA
    c. Cleveland MSA
    d. Lorain-Elyria MSA
    e. Ohio 3--Ashtabula RSA

II. PCS/Cellular Overlap Areas

A. PrimeCo PCS/GTE Cellular Overlap Areas
    1. Jacksonville MTA
    a. Jacksonville MSA
    b. Florida 5--Putnam RSA
    2. Miami-Fort Lauderdale MTA
    a. Fort Myers MSA
    b. Florida 1--Collier (B1) RSA
    c. Florida 2--Glades (B1) RSA
    d. Florida 3--Hardee RSA
    e. Florida 11--Monroe (B2) RSA
    3. Tampa-St. Petersburg-Orlando MTA
    a. Tampa-St. Petersburg MSA
    b. Lakeland-Winter Haven MSA
    c. Sarasota MSA
    d. Brandenton MSA
    e. Florida 2--Glades (B1) RSA
    f. Florida 3--Hardee RSA
    g. Florida 4--Citrus (B1) RSA
    4. New Orleans-Baton Rouge MTA
    a. Mobile, AL MSA
    b. Pensacola, FL MSA
    5. Chicago MTA
    a. Aurora-Elgin, IL MSA
    b. Bloomington-Normal, IL MSA
    c. Champaign-Urbana-Rantoul, IL MSA
    d. Chicago, IL MSA
    e. Decatur, IL MSA
    f. Fort Wayne, IN MSA
    g. Gary-Hammond-East Chicago, IN MSA
    h. Joliet, IL MSA
    i. Kankakee, IL MSA
    j. Rockford, IL MSA
    k. Springfield, IL MSA
    l. Illinois 1--Jo Daviess RSA
    m. Illinois 2--Bureau (B1) RSA
    n. Illinois 2--Bureau (B3) RSA
    o. Illinois 4--Adams (B1) RSA
    p. Illinois 5--Mason (B2) RSA
    q. Illinois 6--Montgomery RSA
    r. Illinois 7--Vermilion RSA
    s. Indiana 1--Newton (B1) RSA
    t. Indiana 1--Newton (B2) RSA
    u. Indiana 3--Huntington RSA
    6. Dallas-Fort Worth MTA
    a. Dallas-Fort Worth MSA
    b. Austin MSA
    c. Sherman-Denison MSA
    d. Texas 10--Navarro (B3) RSA
    e. Texas 11--Cherokee (B1) RSA
    f. Texas 16--Burleson RSA
    7. Houston MTA
    a. Houston MSA
    b. Beaumont-Port Arthur MSA
    c. Galveston MSA
    d. Bryan-College Station MSA
    e. Victoria MSA
    f. Texas 10--Navarro (B3) RSA
    g. Texas 11--Cherokee (B1) RSA
    h. Texas 16--Burleson RSA
    i. Texas 17--Newton RSA
    j. Texas 20--Wilson (B2) RSA
    k. Texas 21--Chambers RSA
    8. San Antonio MTA
    a. San Antonio MSA
    b. Texas 16--Burleson RSA
    c. Texas 20--Wilson (B2) RSA
    9. Richmond-Norfolk MTA
    a. Norfolk-Virginia Beach-Portsmouth MSA
    b. Richmond MSA
    c. Newport News-Hampton MSA
    d. Petersburg-Colonial Heights MSA
    e. Virginia 7--Buckingham (B1) RSA
    f. Virginia 8--Amelia RSA
    g. Virginia 9--Greensville RSA
    h. Virginia 11--Madison (B1) RSA

[[Page 515]]

    i. Virginia 12--Caroline (B1) RSA
    j. Virginia 12--Caroline (B2) RSA
    10. Milwaukee MTA
    a. Wisconsin 8--Vernon RSA
B. GTE PCS/Vodafone Cellular Overlap Areas
    1. Cincinnati-Dayton MTA
    a. Cincinnati MSA
    b. Dayton MSA
    c. Hamilton/Middleton MSA
    d. Springfield MSA
    e. Ohio 4- Mercer RSA
    f. Ohio 8--Clinton RSA
    2. Seattle MTA
    a. Bellingham MSA
    b. Bremerton MSA
    c. Olympia MSA
    d. Seattle-Everett MSA
    e. Tacoma MSA
    f. Washington 1--Clallam RSA
    g. Washington 2--Okanagan RSA
    h. Washington 4--Gray's Harbor RSA
    3. Spokeane-Billings MTA
    a. Spokane MSA
    b. Idaho 1--Boundary RSA
    c. Idaho 2--Idaho RSA
    d. Montana 1--Lincoln RSA
    e. Washington 3--Ferry RSA

    In the Overlapping Wireless Markets, the population potentially 
addressable by wireless mobile telephone systems exceeds 57 million.
    Bell Atlantic, Vodafone, and GTE are direct competitors in wireless 
mobile telephone services in the Cellular/Cellular Overlap Areas. The 
cellular businesses owned in whole or in part by Bell Atlantic and GTE, 
Bell Atlantic and Vodafone, or GTE and Vodafone are the two largest 
providers of cellular mobile telephone services, and the two primary 
providers of all wireless mobile telephone services, in the Cellular/
Cellular Overlap Areas. Moreover in the PCS/Cellular Overlap Areas, 
PrimeCo or GTE offer, or will soon offer, PCS wireless mobile telephone 
service, while either GTE, Vodafone, or CommNet owns all or part of a 
business offering cellular mobile telephone service. Thus, PrimeCo and 
GTE, GTE and Vodafone, and GTE and CommNet are among each other's most 
significant competitors in wireless mobile telephone services in the 
PCS/Cellular Overlap Areas. In each of the PCS/Cellular Overlap Areas, 
the GTE, Vodafone, or CommNet cellular business has one of the two 
largest market shares in the provision of wireless mobile telephone 
services while PrimeCo and GTE as one of a small number of new PCS 
entrants in these markets.
    Therefore, the Bell Atlantic/GTE Merger and the Bell Atlantic/
Vodafone Partnership would significantly increase the level of 
concentration among firms providing wireless mobile telephone services 
in each of the Overlapping Wireless Markets. A high level of 
concentration in the provision of wireless mobile telephone services 
already exists in each of the Overlapping Wireless Markets. In the 
Cellular/Cellular Overlap Areas, Bell Atlantic, Vodafone, and GET's 
individual market shares in the provision of wireless mobile telephone 
services, if measured on the basis of the number of subscribers, 
exceeds 35% and their combined market share ranges between 75-95%. As 
measured by the Herfindahl-Hirschman Index (``HHI''), which is commonly 
employed by the Department of Justice in merger analysis and is 
explained in more detail in Appendix A to the Supplemental Complaint, 
concentration in these markets is already in excess of 2800, well above 
the 1800 threshold at which the Department normally considers a market 
to be highly concentrated. After the consummation of these 
transactions, the HHI in these markets will be in excess of 5500.
    There is also already a high level of consentration in the 
provision of wireless mobile telephone services in the PCS/Cellular 
Overlap Areas. In virtually all, the individual share of the two 
cellular carriers--one of which is GTE, Vodafone, or CommNet--is the 
ranger of 30-40% and the combined market share of PrimeCo's PCS and 
GTE's cellular business, or the GTE PCS and Vodafone cellular business, 
is generally in the 35-50% range, resulting in an HHI over 2000. In 
almost all of these markets, PrimeCo or GTE is one of the very few PCS 
firms that have begun to vigorously compete against, and take share 
away from, the two dominant cellular firms, one of which is, or will 
be, owned, in whole or part, by GTE or Vodafone. The competition 
between PrimeCo and GTE PCS businesses, and between GTE and Vodafone or 
CommNet cellular businesses, created by PrimeCo's or Vodafone's entry 
into markets that were previously in effective duopoly, has resulted in 
lower prices and higher equality in these markets than would otherwise 
have existed absent such competition.
    If GTE and Bell Atlantic merge and Bell Atlantic and Vodafone form 
their partnership, the Overlapping Wireless Markets will become 
significantly more concentrated, and the competition between the 
defendants in wireless mobile telephone services in these markets will 
be eliminated. As a result of their loss of competition in these 
markets, there will be an increased likelihood both of unilateral 
actions by the combined firm to increase prices, diminish the quality 
or quantity of service provided, or refrain from making investments in 
network improvements, and of coordinated interaction among the limited 
number of remaining competitors that could lead to similar 
anticompetitive results. Therefore, the likely effect of the Bell 
Atlantic/GTE Merger and the Bell Atlantic/Vodafone Partnership on the 
provisions of wireless mobile telephone services in the Overlapping 
Wireless Markets is that prices would increase, and the quality or 
quantity of service together with incentives to improve network 
facilities would decrease.
    It is unlikely that entry within the next two years into wireless 
mobile telephone services in the Overlapping Wireless Markets would be 
sufficient to mitigate the competitive harm resulting from the 
consummation of these two transactions.
    For these reasons, the United States concluded that Bell Atlantic/
GTE Merger and the Bell Atlantic/Vodafone Partnership as proposed may 
substantially lessen competition, in violation of Section 7 of the 
Clayton Act, in the provision of wireless mobile telephone services 
within the Overlapping Wireless Markets.

III. Explanation of the Proposed Final Judgment

A. The Divestiture Requirement
    The proposed Final Judgment will preserve competition in the sale 
of mobile wireless telephone services in each of the Overlapping 
Wireless Markets by requiring defendants to divest one of their two 
wireless telephone businesses in each of the overlapping Wireless 
Markets. This divestiture will eliminate the change in market structure 
caused by the merger.
    The divestiture requirements of the proposed Final Judgment, as 
stated in Sections IV.A and II.G, direct defendants to divest one of 
their wireless telephone businesses (to be selected by defendants) in 
each of the Overlapping Wireless Markets. Section IV.C permits 
different wireless businesses in separate Overlapping Wireless Markets 
to be divested to different purchasers, but requires that, for any 
individual wireless business, the Wireless System Assets be divested 
entirely to a single purchaser, unless the United States otherwise 
consents in writing.
    The proposed Final Judgment's divestiture provisions are intended 
to accomplish the ``complete divestiture of the entire business of one 
of the two wireless systems in each of the Overlapping Wireless 
Markets,'' as Section II.G states. Section II.G also specifies in 
detail the types of assets to be divested, which collectively are 
described throughout the consent decree

[[Page 516]]

as ``Wireless System Assets,'' and addresses some special circumstances 
concerning the divestiture of those assets. In all of the Overlapping 
Wireless Markets, Wireless System Assets means all types of assets, 
tangible and intangible, used by defendants in the operation of each of 
the wireless businesses to be divested, including the provision of long 
distance telecommunications service for wireless calls. Section II.G 
enumerates in detail, without limitation, particular types of assets 
covered by the divestiture requirement.
    For the most part, the divesting defendant is required to transfer 
to the purchaser the complete ownership and/or other rights to the 
Wireless System Assets. However, the merged firm will retain a number 
of other wireless businesses in areas that do not overlap, and prior to 
the merger each defendant may have had certain assets that were used 
substantially in the operations of its overall wireless business and 
that must be retained to some extent to continue the existing 
operations of the wireless businesses not being divested. Section II.G 
permits special divestiture arrangements for such assets if they are 
not capable of being divided between the divested and retained wireless 
businesses, or if the divesting defendant and the purchaser agree not 
to divide them. For these assets, the divestiture requirement is 
satisfied if the divesting defendant grants to the purchaser, at the 
election of the purchaser, an option to obtain a non-exclusive, 
transferable license for a reasonable period to use the assets in the 
operation of the wireless business being divested, so as to enable the 
purchaser to continue to operate the divested wireless businesses 
without impairment.
    The definition of Wireless System Assets in Section II.G contains 
special provisions relating to intellectual property. One addresses 
intellectual property rights that defendants may have under third-party 
licenses that could not be transferred to a purchaser entirely or by 
license without the consent of the third-party licensor. If any such 
assets are used by the wireless businesses being divested, defendants 
must identify them in a schedule submitted to plaintiff and filed with 
the Court as expeditiously as possible following the filing of the 
Supplemental Complaint, and in any event, prior to any divestiture and 
before the Court approves the proposed Final Judgment. Defendants must 
explain the necessary consents and how a consent would be obtained for 
each asset. This proviso is not intended to afford defendants any 
opportunity to withhold intellectual property rights over which they 
have any control, which could impair the ability of a purchaser to use 
the divested wireless business to compete effectively. It relates only 
to intellectual property assets that defendants have no power to 
transfer themselves, and defendants must do all that is possible to 
transfer the entire business of the divested wireless businesses. To 
make this clear, Section IV.G obligates defendants to cooperate with 
any purchaser as well as a trustee, if any, to seek to obtain the 
necessary third-party consents, if any assets require such consents 
before they may be transferred to a purchaser.
    Another proviso relates to certain specific trademarks, trade names 
and service marks. Section II.G, defining the Wireless System Assets to 
be divested, generally requires the divestiture of trademarks, trade 
names and service marks, with the 25 specified exceptions which contain 
names under which defendants' retained wireless businesses, or their 
corporate parents or affiliates, do business. Such trademarks, trade 
names and service marks, like other assets, are either to be divested 
in their entirety, except for marks and names that must be retained to 
continue the existing operations of defendants' remaining wireless 
properties and that are not capable of being divided (or that the 
divesting defendant and purchaser agree not to divide), which are to be 
made available to the purchaser through a non-exclusive, transferable 
license.
    Under limited circumstances, defendants are allowed to retain 
specified portions of the Wireless System Assets in the Overlapping 
Wireless Markets. First, Section II.G.1 provides that if defendants 
elect to divest an interest in a PCS business in one of the PCS/
Cellular Overlap Areas, defendants may retain up to 10 MHZ of broadband 
PCS spectrum within that PCS/Cellular Overlap Area upon completion of 
the divestiture of the Wireless System Assets. In this instance, 
defendants will still otherwise be required to divest the entire PCS 
business, including 20 MHZ of broadband PCS spectrum, to ensure that 
the market structure does not change as a result of the merger and that 
the divested business will be able to compete as effectively under new 
ownership as under its current ownership.
    Second, in the event that defendants elect to divest an interest in 
a PCS business in one of the PCS/Cellular Overlap Areas, Section II.G.2 
of the Final Judgment allows defendants to request approval from 
plaintiff to partition the PCS license along BTA geographic boundaries, 
or county boundaries in the Case of Kenosha County, Wisconsin, and 
retain assets in one or more specified non-overlapping BTAs or in 
Kenosha County. Plaintiff's approval of the request shall be subject to 
a determination by plaintiff in its sole discretion that the assets to 
be retained in the non-overlapping BTAs or Kenosha County are not 
needed to assure the competitive effectiveness of the divested business 
in the remainder of the MTA, and that the purchaser of the Wireless 
System Assets in the remainder of the MTA will be able to operate the 
divested PCS business as a fully competitive entity. Section II.G.2 
requires defendants to seek this approval at least 90 calendar days 
prior to the consummation of the transaction which gives rise to the 
overlap.
    Finally, Section II.G.3 allows defendants, with approval from 
plaintiff, to retain both the PCS business and the non-controlling 
minority interest in an overlapping cellular business in a PCS/Cellular 
Overlap Area. Plaintiff's approval of the request shall be subject to a 
determination by plaintiff in its sole discretion that the retention of 
a non-controlling minority interest will be entirely passive and will 
not significantly diminish competition. GTE has a number of non-
controlling minority interests in cellular businesses, ranging from 2% 
to 40%, in the Overlapping Wireless Markets. To be permitted to retain 
a minority cellular interest, defendants will be required to 
demonstrate that the interest they wish to keep is entirely passive, 
such that they receive no competitively sensitive information about the 
competing cellular business and have no input into the business 
decisions of the competing cellular provider that could have 
anticompetitive consequences. Plaintiff, in its sole discretion, will 
determine that the retention of the non-controlling minority interest 
will not significantly diminish competition before approval will be 
granted for the merged firm to retain a minority interest. Section 
II.G.3 requires defendants to seek this approval at least 90 calendar 
days prior to the consummation of the transaction which gives rise to 
the overlap.
    Section IV contains other provisions to facilitate divestiture, 
including notification of the availability of the Wireless System 
Assets for purchase in Section IV.D, access to information about the 
Wireless System Assets in Section IV.E, and preservation of records in 
Section IV.H. In addition, to ensure that a purchaser will be able to 
operate the divested wireless business without impairment, Section IV.F 
prohibits defendants from interfering with a purchaser's negotiations 
to retain

[[Page 517]]

any employees who work or have worked with the Wireless System Assets 
since the date of the announcement of the merger of partnership, or 
whose principal responsibility relates to the Wireless System Assets.
B. Timing of Divestiture
    In antitrust cases involving mergers in which the United States 
seeks a divestiture remedy, it requires completion of the divestiture 
within the shortest time period reasonable under the circumstances. The 
proposed Final Judgment in this case requires, in section IV.A, the 
divestiture of the Wireless System Assets in the Overlapping Wireless 
Markets on a strict schedule, but provides defendants with some 
flexibility in recognition of the special timing issues involved in a 
divestiture of this size and complexity.
    Under Section IV.A, defendants must divest the Wireless System 
Assets of one of the two wireless businesses in the Cellular/Cellular 
Overlap Areas on or before consummation of the transaction that gives 
rise to the overlap. The divestitures of the Wireless System Assets for 
each PCS/Cellular Overlap Area shall occur prior to or at the same time 
as consummation of the transaction that gives rise to the overlap, or 
June 30, 2000, whichever is later. Plaintiff may, in its sole 
discretion, extend this date by up to two thirty-day periods. If one or 
more divestitures have not been completed as of the date of the 
consummation of the transaction that gives rise to the overlap, 
defendants will submit to plaintiff Divestiture List identifying the 
specific Wireless System Assets in each of the PCS/Cellular Overlap 
Areas that will be divested.
    The divestiture timing provisions of the proposed Final Judgment 
will ensure that the divestitures are carried out in a timely manner, 
and at the same time will permit the parties an adequate opportunity to 
accomplish the divestitures through a fair and orderly process. Even if 
all Wireless System Assets have not been divested upon consummation of 
the transaction that gives rise to the overlap, there will be no 
adverse impact on competition given the short duration of the period of 
common ownership and the detailed requirements of the Hold Separate 
Order contained in Section IX of the Final Judgment.
    Section IV. B of the proposed Final Judgment requires that, in 
carrying out the divestitures, defendants comply with all of the 
applicable rules of the FCC, or any waiver of such rules or other 
authorization granted by the FCC. These rules include 47 CFR 20.6 
(spectrum aggregation) and 47 CFR 22.942 (cellular cross-ownership)\5\ 
These FCC requires may add to, but cannot subtract from or impair, the 
requirements of the proposed Final Judgment, since Section IV.B 
specifies that authorization by the FCC to conduct divestiture of a 
wireless business in a particular manner will not modify any of the 
requirements of the degree. The provisions of the proposed Final 
Judgment have been designed to avoid any conflict with the FCC's rules.
---------------------------------------------------------------------------

    \5\ The FCC's spectrum aggregation rules, in 47 CFR 20.6, do not 
permit a licensee to have an attributable interest in more than 45 
MHZ of spectrum licensed for cellular, PCS or SMR with significant 
overlap in any geographic area. The FCC will attribute an interest 
if it is controlling, or if in most cases it is 20% or more of the 
equity, outstanding stock or voting stock of the licensee. The FCC's 
cellular cross-ownership rules, in 47 CFR 22.942, also prohibit a 
licensee or any person controlling a licensee from having a direct 
or indirect ownership interest of more than 5% in both cellular 
systems in an overlapping cellular geographic service area, unless 
such interests pose ``no substantial threat to competition.''
---------------------------------------------------------------------------

C. Use of a Trustee Subsequent to Consummation of the Acquisition
    The proposed Final Judgment provides in Section IV.A that 
defendants must divest the Wireless System Assets in each of the 
Overlapping Wireless Markets in accordance with the schedule contained 
therein, either to purchasers acceptable to plaintiff in its sole 
discretion, or to a trustee designated pursuant to Section V of the 
Final Judgment. As part of this divestiture, defendants must relinquish 
any direct or indirect financial ownership interests and any direct or 
indirect role in management or participation in control. If a trustee 
is appointed pursuant to Section V of the proposed Final Judgment, the 
trustee will then own and control the systems until they are sold to a 
final purchasers, subject to safeguards to prevent defendants from 
influencing their operation.
    Section V details the requirements for the establishment of the 
trust, the selection and compensation of the trustee, the 
responsibilities of the trustee in connection with divestiture and 
operation of the Wireless System Assets, and the termination of the 
trust. If defendants have not divested all of their Wireless System 
Assets in the Overlapping Wireless Markets to approved purchasers in 
accordance with Section IV.A, Section V. A requires: (1) defendants to 
identify the Wireless System Assets in each Overlapping Wireless Market 
to be divested; (2) the Court to appoint a trustee, which shall be 
selected by the United States; (3) defendants to submit a form of Trust 
Agreement consistent with the terms of the Final Judgment, and which 
form agreement must have received approval by the United States; and 
(4) defendants, after receiving FCC approval for the license transfers, 
to divest irrevocably the unsold Wireless System Assets to the trustee.
    The trustee will then have the obligation and the sole 
responsibility for the divestiture of any transferred Wireless System 
Assets. Under Section V.B, the trustee has the authority to accomplish 
divestitures at the earliest possible time and ``at the best price then 
obtainable upon a reasonable effort by the trustee.'' In addition, 
notwithstanding any provision to the contrary, plaintiff may, in its 
sole discretion, require defendants to include additional assets that 
substantially relate to the wireless mobile telephone business in the 
Wireless System Assets to be divested if it would facilitate a prompt 
divestiture to an acceptable purchaser. This provision allows 
plaintiff, in its discretion, to require defendants to divest 
additional Wireless System Assets that substantially relate to the 
wireless mobile telephone business to ensure that the trustee can 
promptly locate and divest to a purchaser acceptable to plaintiff. 
Defendants are not entitled to object to divestiture based on the 
adequacy of the price the trustee obtains or any other grounds, unless 
the trustee's conduct amounts to malfeasance. The terms of the 
trustee's compensation, under Section V.C, will provide incentives 
based on the price and terms of the divestiture and the speed with 
which it is accomplished. As provided by Section V.B and V.C., 
defendants will pay the compensation and expenses of the trustee, and 
of any investment bankers, attorneys or other agents that the trustee 
finds reasonably necessary to assist in the divestiture and the 
management of the Wireless System Assets.
    The trusteeship mechanism has been used by the FCC, in a variety of 
contexts, to provide a short period of time in which to complete a sale 
of a spectrum licensee that must be divested, while permitting the 
broader merger or acquisition that necessitates the divestiture to go 
forward. In this context, the critical feature of the trusteeship 
arrangement is that the trustee will not only have responsibility for 
sale of the Wireless System Assets, but will also be the authorized 
holder of the wireless license, with full responsibility for the 
operations, marketing and sales of the wireless business to be 
divested, and will not be subject to any control or direction by 
defendants. Defendants will no longer

[[Page 518]]

have any role in the ownership, operation or management of the Wireless 
System Assets to be divested following consummation of their merger, as 
provided by Section V.H, other than the right to receive the proceeds 
of the sale, and certain obligations to provide cooperation to the 
trustee in order to complete the divestiture, as indicated in Section 
V.D. Under V.E., the trustee also has monthly reporting obligations 
concerning the efforts made to divest the Wireless System Assets. 
Defendants are precluded under Section V.H from communicating with the 
trustee, or seeking to influence the trustee, concerning the 
divestiture or the operation and management of the wireless businesses 
transferred, apart from the limited communications necessary to carry 
out the Final Judgment and to provide the trustee with the necessary 
resources and cooperation to complete the divestitures. Defendants and 
the trustee are subject to an absolute prohibition on exchanging any 
non-public or competitively sensitive marketing, sales or pricing 
information relating to either of the wireless businesses in the 
Overlapping Wireless Markets. These safeguards will protect against any 
competitive harm that could arise from coordinated behavior or 
information sharing between the two wireless businesses during the 
limited period while sale of the Wireless System Assets is not yet 
complete, and ensure that the trusteeship arrangement is consistent 
with the FCC's rules.
    Section V.F. requires the trustee to divest the Wireless System 
Assets to a purchaser or purchasers acceptable to the plaintiff no 
later than 180 days after the assets are transferred to the trustee. 
However, since the FCC's approval is required for the transfer of the 
wireless licenses to a purchaser, Section V.F provides that if 
applications for transfer of a wireless license have been filed by the 
FCC within the 180-day period, but the FCC has not granted approval 
before the end of that time, the period for divestiture of the specific 
Wireless System Assets covered by the license that cannot yet be 
transferred shall be extended until five days after the FCC's approval 
is received. This extension is to be applied only to the individual 
wireless license affected by the delay in approval of the license 
transfer and does not entitle defendants to delay the divestiture of 
any other Wireless System Assets for which license transfer approval 
has been granted.
D. Criteria for the United States' Approval of Purchasers
    Under the proposed Final Judgment, the United States plays an 
important role in the approval of purchasers for each of the divested 
wireless businesses by ensuring that the purchasers chosen by 
defendants or the trustee are adequate from a competitive viewpoint. 
Section IV.A specifies that the United States' approval or rejection of 
a purchaser is at its sole discretion, but also enumerates certain 
criteria that the United States will apply in making the approval 
decision.
    In the case of any divestiture by defendants or the trustee, it is 
important to ensure that the ongoing wireless businesses go to 
purchasers with the capability and intent to operate them as effective 
competitors in the lines of business they already serve, and that there 
are no conditions restricting competition in the terms of the sale. 
Specifically, Section IV.C of the proposed Final Judgment requires that 
the divestitures of Wireless System Assets be made to a purchaser or 
purchasers for whom it is demonstrated to plaintiff's sole satisfaction 
that: (1) The purchaser(s) has the capability and intent to compete 
effectively in the provision of wireless mobile telephone service using 
the Wireless System Assets; (2) the purchaser(s) has the managerial, 
operational and financial capability to compete effectively in the 
provision of wireless mobile telephone service using the Wireless 
System Assets; and (3) none of the terms of any agreement between the 
purchaser(s) and either of defendants shall give defendants the ability 
unreasonably (i) to raise the purchaser(s)'s costs, (ii) to lower the 
purchaser(s)'s efficiency, (iii) to limit any line of business which a 
purchaser(s) may choose to pursue using the Wireless System Assets, or 
otherwise to interfere with the ability of the purchaser(s) to compete 
effectively. All of these criteria must be satisfied whether the 
divestiture is accomplished by defendants or the trustee.
E. Other Provisions of the Decree
    Section III specifies the persons to whom the Final Judgment is 
applicable, and provides for the Final Judgment to be applicable to 
certain interim Parties to whom defendants might transfer the Wireless 
System Assets, other than purchasers approved by the United States.
    Section VI obliges defendants, or the trustee if applicable, to 
notify the United States of any planned divestiture of Wireless System 
Assets within two business days of executing a binding agreement with a 
purchaser. This section enables the United States to obtain information 
to evaluate the chosen purchaser as well as other prospective 
purchasers who expressed interest and establishes a procedure for the 
United States to notify defendants and the trustee whether it objects 
to a divestiture. The United States' notification of its lack of 
objection is necessary for a divestiture to proceed. This section also 
provides for an objection by defendants to a sale by the trustee under 
the limited situation of alleged malfeasance, but in that case it is 
possible for the Court to approve a sale over defendants' objection.
    Section VII establishes affidavit requirements for defendants to 
report to the United States on their compliance with the proposed Final 
Judgment, their activities in seeking to divest the Wireless System 
Assets prior to consummating the transaction that gives rise to the 
overlap, and their actions to preserve the Wireless System Assets to be 
divested.
    Section VIII prohibits defendants from financing all or any part of 
a purchase made by an acquirer of the Wireless System Assets, whether 
the divestiture is carried out by defendants or by the trustee.
    Section IX, the Hold Separate Order, contains important 
requirements concerning the operation of the wireless businesses before 
divestiture is complete, and the preservation of the Wireless System 
Assets as a viable, ongoing business. The obligations of Section IX.A 
fall on each defendant and both wireless businesses in any Overlapping 
Wireless Market to ensure that such wireless businesses continue to be 
operated as separate, independent, ongoing, economically viable and 
active competitors to the other wireless mobile telecommunications 
providers in the same area. Section IX.A requires separation of the 
operations of the two wireless businesses and their books, records and 
competitively sensitive information. The requirements of Section IX.A 
serve to ensure that defendants maintain their two wireless businesses 
in the Overlapping Wireless Markets as fully separate competitors prior 
to consummating their merger, notwithstanding their expectations that 
the merger will take place. The requirements also reinforce the 
provisions of Section V.H concerning the separation of defendants and 
the trustee after the merger is consummated but white Wireless System 
Assets are still awaiting sale.
    Section IX.B requires the defendant whose assets will be divested 
(or both, if it has not yet been decided which

[[Page 519]]

system will be divested in a particular market) to take certain 
specified steps to preserve the assets in accordance with past 
practices. These steps include maintaining and increasing sales, 
maintaining the assets in operable condition, providing sufficient 
credit and working capital, not selling the assets (except with 
approval of plaintiff), not terminating, transferring or reassigning 
employees who work with the assets (with certain limited exceptions), 
and not taking any actions to impede or jeopardize the sale of the 
assets. Section IX.D obliges each defendant, during the period while 
they still control Wireless System Assets, to appoint persons not 
affiliated with the other defendant to oversee the Wireless System 
Assets to be divested and to be responsible for compliance with the 
Final Judgment.
    In order to ensure compliance with the Final Judgment, Section X 
gives the United States various rights, including the ability to 
inspect defendants' records, to conduct interviews and take sworn 
testimony of defendants' officers, directors, employees and agents, and 
to require defendants to submit written reports. These rights are 
subject to legally recognized privileges, and any information the 
United States obtains using these powers is protected by specified 
confidentiality obligations, which permit sharing of information with 
the FCC under a customary protective order issued by that agency or a 
waiver of confidentiality. Under Section III.B, purchasers of the 
Wireless System Assets must also agree to give the United States 
similar access to information.
    The Court retains jurisdiction under Section XI, and Section XII 
provides that the proposed Final Judgment will expire on the tenth 
anniversary of the date of its entry, unless extended by the Court. 
Although the required divestitures will be accomplished in a 
considerably shorter time, defendants are also precluded from 
reacquiring the divested properties within the term of the decree.

IV. Remedies Available to Potential Private Litigants

    Section 4 of the Clayton Act, 15 U.S.C. 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 that 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. 16(a), the proposal Final Judgment has no prima facie effect in 
any subsequent private lawsuit that may be brought against defendants.

V. Procedures Available for Modification of the Proposed Final Judgment

    Plaintiff and 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 a period of at least sixty (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 United States, which remains free to withdraw its 
consent to the proposed Final Judgment at any time prior to entry. The 
comments and the responses of the United States will be filed with the 
Court and published in the Federal Register.
    Written comments should be submitted to: Donald J. Russell, Chief, 
Telecommunications Task Force, Antitrust Division, United States 
Department of Justice, 1401 H Street, N.W., Suite 8000, Washington, 
D.C. 20530.
    The proposed Final Judgment provides, in Section XI, that the Court 
retains jurisdiction over this action, and the parties may apply to the 
Court for any order necessary or appropriate to carry out or construe 
the Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish any violations of its provisions.

VI. Alternatives to the Proposed Final Judgment

    The United States considered, as an alternative to the proposed 
Final Judgment, seeking an injunction to block consummation of the Bell 
Atlantic/GTE Merger and Bell Atlantic/Vodafone Partnership and a full 
trial on the merits. The United States is satisfied, however, that the 
divestiture of Wireless System Assets and other relief contained in the 
proposed Final Judgment will preserve competition in the provision of 
wireless mobile telephone services in the Overlapping Wireless Markets. 
This proposed Final Judgment will also avoid the substantial costs and 
uncertainty of a full trial on the merits of the violations alleged in 
the complaint. Therefore, the United States believes that there is no 
reason under the antitrust laws to proceed with further litigation if 
the divestitures of the Wireless System Assets are carried out in the 
manner required by the proposed Final Judgment.

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 
consideration 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. 16(e) (emphasis added). As the United States Court of Appeals 
for the D.C. Circuit held, this statute 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 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.'' \6\ Rather,

    \6\ 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. 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 the further proceedings would aid the 
court in resolving those issues. See H.R. Rep. 93-1463, 93d Cong. 2d 
Sess. 8-9 (1974), reprinted in U.S.C.C.A.N. 6535, 6538.

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[[Page 520]]

[a]bsent a showing of corrupt failure of the government to discharge 
its duty, the Court, in making its public interest filing, 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. (CCH) 
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) (citing United States v. Bechtel 
Corp., 648 F.2d 660, 666 (9th Cir. 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.\7\

    \7\ Bechtel, 648 F.2d at 666 (emphasis added); see BNS, 858 F.2d 
at 463; United States v. National Broadcasting Co., 449 F. Supp. 
1127, 1143 (C.D. Cal. 1978); Gillette, 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' '').
---------------------------------------------------------------------------

    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.' '' United 
States v. American Tel. & Tel. Co., 552 F. Supp. 131, 151 (D.D.C. 
1982), aff'd sub nom., Maryland v. United States, 460 U.S. 1001 (1983) 
(quoting Gillette Co., 406 F. Supp. at 716), United States v. Alcan 
Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985).
    Moreover, the court's role under the Tunney Act is limited to 
reviewing the remedy in relationship to the violations that the United 
States has alleged in its complaint, and does not authorize the court 
to ``construct [its] own hypothetical case and then evaluate the decree 
against that case.'' Microsoft, 56 F.3d at 1459. Since ``[t]he court's 
authority to review the decree depends entirely on the government's 
exercising its prosecutorial discretion by bringing a case in the first 
place,'' it follows that the court ``is only authorized to review the 
decree itself,'' and not to ``effectively redraft the complaint'' to 
inquire into other matters that the United States might have but did 
not pursue. Id.

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. Consequently, the United 
States has not attached any such materials to the proposed Final 
Judgment.

    Dated: December 22, 1999.

    Respectfully submitted,

Joel I. Klein,
Assistant Attorney General.
A. Douglas Melamed,
Principal Deputy Assistant Attorney General.
Constance K. Robinson,
Director of Operations and Merger Enforcement.
Donald J. Russell,
Chief, Telecommunications Task Force.
Laury E. Bobbish,
Assistant Chief, Telecommunications Task Force.
Hillary B. Burchuk,
D.C. Bar #366755.
Lawrence M. Frankel,
D.C. Bar #441532.
Susan Wittenberg,
D.C. Bar #453692.
Trial Attorneys, U.S. Department of Justice, Antitrust Division, 
Telecommunications Task Force, 1401 H Street, N.W., Suite 8000, 
Washington, DC 20530, (202) 514-5621.

Certificate of Service

    I hereby certify that copies of the foregoing Plaintiff United 
States' Competitive Impact Statement, were served via U.S. Mail, first 
class postage prepaid, on this 22nd day of December, 1999 upon each of 
the parties listed below:
John Thorne,
Bell Atlantic Corporation, 1320 North Court House Road, Eighth Floor, 
Arlington, VA 22201, Counsel for Bell Atlantic Corporation.
Steven G. Bardbury, Kirkland & Ellis, 655 Fifteenth Street, N.W., 
Washington, DC 20005, Counsel for GTE Corporation.
Megan Pierson,
AirTouch Communications, Inc., One California Street, San Francisco, CA 
94111, Counsel for Vodafone AirTouch Plc.
Lawrence M. Frankel,
Counsel for Plaintiff.
[FR Doc. 00-197 Filed 1-4-00; 8:45 am]
BILLING CODE 4410-11-M