[Federal Register Volume 70, Number 40 (Wednesday, March 2, 2005)]
[Notices]
[Pages 10114-10151]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-3926]
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DEPARTMENT OF JUSTICE
Antitrust Division
Proposed Final Judgment
Pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C.
16(b)-(h), the United States hereby publishes below the comments
received on the proposed Final Judgment in United States v. Cingular
Wireless Corp. et al., Civil Action No. 1:04CV01850 (RBW), filed in the
United States District Court for the District of Columbia, together
with the United States' response to the comments on February 17, 2005.
Copies of the comments and the response are available for
inspection at Room 200 of the Department of Justice, Antitrust
Division, 325 Seventh Street, NW., Washington, DC 20530, telephone
(202) 514-2481, and at the Office of the Clerk of the United States
District Court for the District of Columbia, E. Barrett Prettyman
United States Courthouse, 333 Constitution Avenue, NW., Washington, DC
20001. Copies of any of these materials may be obtained upon request
and payment of a copying fee.
J. Robert Kramer II,
Director of Operations.
In the United States District Court for the District of Columbia
United States of America, State of Connecticut and State of Texas,
Plaintiffs, v. Cingular Wireless Corporation, SBC Communications Inc.,
BellSouth Corporation and AT&T Wireless Services, Inc., Defendants;
Plaintiff United States's Response to Public Comments
Civil No. 1:04CV01850 (RBW)
Filed: February 17, 2005
Pursuant to the requirements of the Antitrust Procedures and
Penalties Act, 15 U.SC. 16(b)-(h) (``APPA'' or ``Tunney Act''), the
United States hereby responds to the public comments received regarding
the proposal Final Judgment in this case. After careful consideration
of the comments, the United States continues to believe that the
proposed Final Judgment will provide an effective and appropriate
remedy for the antitrust violation alleged in the Complaint. The United
States will move the Court for entry of the proposed Final Judgment
after the public comments and this Response has been published in the
Federal Register, pursuant to 15 U.S.C. 16(d).
On October 25, 2004, plaintiffs filed the Complaint in this matter
alleging that the proposed acquisition of AT&T Wireless Services, Inc.
(``AT&T Wireless'') by Cingular Wireless Corp. (``Cingular'') and its
parents, SBC Communications Inc. (``SBC'') and BellSouth Corp.
(``BellSouth''), would violate Section 7 of the Clayton Act, 15 U.S.C.
18. Simultaneously with the filing of the Complaint, the plaintiffs
filed a proposed Final Judgment \1\ and a Preservation of Assets
Stipulation and Order signed by plaintiffs and defendants consenting to
the entry of the proposed Final Judgment after compliance with the
requirements of the Tunney Act. Pursuant to those requirements, the
United States filed a Competitive Impact Statement (``CIS'') in this
Court on October 29, 2004; published in the proposed Final Judgment and
CIS in the Federal Register on November 15, 2004, see 69 FR 65633
(2004); and published a summary of the terms of the proposed Final
Judgment and CIS, together with directions for the submission of
written comments relating to the proposed Final Judgment, in the
Washington Post for seven days beginning on November 10, 2004 and
ending on November 16, 2004. The 60-day period for public comments
ended on January 15, 2005, and two comments were received as described
below and attached hereto.
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\1\ A corrected version of the proposed Final Judgment was filed
on November 3, 2004. The only change was the addition of the
underlined language to the last sentence of Section II.F:
``Plaintiff United States in its sole discretion may approve this
request if it is demonstrated that the retained minority interest
will become irrevocably and entirely passive, so long as defendants
own the minority interests, and will not significantly diminish
competition.''
The corrected version is what was published in the Federal
Register. None of the public comments addressed this aspect of the
proposed Final Judgment.
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I. Background
As explained more fully in the Complaint and CIS, this transaction
substantially lessened competition in mobile wireless
telecommunications services and mobile wireless broadband services in
13 geographic markets, located in 11 states. To restore competition in
these markets, the proposed Final Judgment, if entered, would require
Cingular to divest (1) AT&T Wireless's wireless business in 5
geographic markets (Connecticut RSA-1 (CMA 357), Kentucky RSA-1 (CMA
443), Oklahoma City (CMA 045), Oklahoma RSA-3 (CMA 598), and Texas RSA-
11 (CMA 662)); (2) minority interests in other wireless service
providers in 5 geographic markets (Shreveport, LA (including CMAs 100,
219, 454, 455, and 456), Pittsfield, MA (CMA 213), Athens, GA (CMA
234), St. Joseph, MO (CMA 275), and Topeka, KS (CMA 179)); and (3) 10
MHz of contiguous PCS spectrum in 3 geographic markets (Detroit, MI
(BTA 112), Dallas, TX (CMA 009), and Knoxville, TN (BTA 232)). 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 punish violations
thereof.
II. Legal Standard Governing the Court's Public Interest Determination
Upon the publication of the public comments and this Response, the
United States will have fully complied with the Tunney Act and will
move the Court for entry of the proposed Final Judgment as being ``in
the public interest.'' 15 U.S.C. 16(e). The Court, in making its public
interest determination, shall consider:
(A) 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, whether its terms are
ambiguous, and any other competitive considerations bearing upon the
adequacy of such judgment that the court deems necessary to a
determination of whether the consent judgment is in the public
interest; and
(B) the impact of entry of such judgment upon competition in the
relevant market or markets, upon the public generally and
individuals alleging specific injury from the violations set forth
in the complaint including considerations of the public benefit, it
any, to be derived from a determination of the issues at trial.
15 U.S.C. 16(e)(1). As the U.S. Court of Appeals for the District of
Columbia Circuit has held, the Tunney Act permits a court to consider,
among other things, the relationship between the remedy secured and the
specific allegations set forth in the government's compliant, whether
the proposed Final Judgment is sufficiently clear, whether enforcement
mechanisms are sufficient, and whether the proposed Final Judgment may
positively harm third parties. See United States v. Microsoft
[[Page 10115]]
Corp., 56 F.3d 1448, 1458-62 (D.C. Cir. 1995).
``Nothing in this section shall be construed to require the court
to conduct an evidentiary hearing or to require the court to permit
anyone to intervene.''15 U.S.C. 16(e)(2). Thus, 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.'' 119 Cong. Rec. 24,598 (1973) (statement of Senator
Tunney).\2\ Rather:
\2\ See United States v. Gillette Co., 406 F. Supp. 713, 716 (D.
Mass. 1975) (recognizing it was not the court's duty to settle;
rather, the court must only answer ``whether the settlement achieved
[was] within the reaches of the public interest''). A ``public
interest'' determination can be made properly on the basis of the
CIS and Response to Comments filed by the Department of Justice.
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 that further proceedings would aid the court
in resolving those issues. See H.R. Rep. No. 93-1463, 93d Cong., 2d
Sess. 8-9 (1974), reprinted in 1974 U.S.C.C.A.N. 6535, 6538-39.
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[a]bsent a showing of corrupt failure of the government to discharge
its duty, the Court, in making its public interest finding, should *
* *carefully consider the explanations of the government in the
competitive impact statement and its responses to comments in order
to determine whether those explanations are reasonable under the
circumstances.
United States v. Mid-America Dairymen, Inc., 1977-1 Trade Cas. (CCH) ]
61,508, at ] 71,980 (W.D. Mo. 1977).
Accordingly, with respect to the adequacy of the relief secured by
the
proposed Final Judgment, 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. Courts have held that:
[t]he 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 pubic 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.
Bechtel. 648 F.2d at 666 (emphasis added) (citations omitted).\3\
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\3\ Cf.BNS, 858 F.2d at 464 (holding that the court's ``ultimate
authority under the [Tunney Act] is limited to approving or
disapproving the consent decree''); Gillette, 406 F. Supp. at 716
(noting that, in this way, the court is constrained to ``look at the
overall picture not hypercritically, nor with a microscope, but with
an artist's reducing glass''); see generally Microsoft 56 F.3d at
1461 (discussing 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` ''.
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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 of whether it mandates
certainty of free competition in the future. Court approval of a
consent 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 of is `within the reaches of public interest.' '' United
States v. AT&T Corp., 552 F.Supp. 131, 151 (D.D.C. 1982) (citations
omitted) (quoting Gillette, 406 F. Supp. at 716), aff'd sub nom.
Maryland v. United States, 460 U.S. 1001 (1983); see also United States
v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985)
(approving the consent judgment even though the court would have
imposed a greater remedy).
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. Because the ``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 did not pursue. Id.
at 1459-60. The United States is entitled to ``due respect'' concerning
its ``prediction as to the effect of proposed remedies, its perception
of the market structure, and its view of the nature of the case.''
United States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6
(citing Microsoft, 56 F.3d at 1461).
III. Summary of Public Comments and the United State's Response
During the 60-day public comment period, the United States received
two comments--one from the Oklahoma Corporation Commission (``OCC'')
and the other from William Lovern, Sr.--which are attached hereto and
summarized below. The United States appreciates the comments from the
OCC and Mr. Lovern. As explained below, neither comment addresses
whether the proposed Final Judgment is in the public interest or
warrants any change to the proposed Final Judgment. Copies of this
Response and its attachments have been mailed to the OCC and Mr.
Lovern.
A. Oklahoma Corporation Commission
1. Summary of Comment
The OCC is the state agency charged with regulatory oversight of
the telecommunications industry in Oklahoma. In its comment of January
6, 2005, the OCC expresses concern about the potential for the merger
to harm Oklahoma consumers, specifically Oklahomans throughout the
state who are current subscribers to AT&T Wireless's services and ``may
not wish to do business with Cingular, or any other company acquiring
the AT&T Wireless customer base, and that those customers may be
assessed a fee to terminate their existing AT&T Wireless contracts.''
The OCC's comment also quotes a portion of the language from Section
II.L of the proposed Final Judgment, which it believes may address this
concern, at least for consumers in Oklahoma City and Oklahoma RSA-3:
``[A]ny subscribers who obtain mobile wireless services through any
contract retained by [Cingular] and who are located in [Oklahoma City,
Oklahoma, Oklahoma RS-3 (CMA598), and some other areas outside
Oklahoma], shall be given the option to terminate their relationship
with [Cingular], without financial cost, within one year of closing of
the Transaction.'' (Brackets in original.) The OCC asks that the
language in the proposed Final Judgment be clarified or expanded to
include all AT&T Wireless subscribers in Oklahoma and state that no
``Oklahoma consumer with an existing contract for wireless service with
AT&T Wireless will be charged a termination fee by AT&T Wireless,
Cingular or any other company that acquires that customer contract,
after the closing of the Cingular acquisition of AT&T Wireless.''
2. Response
The OCC's primary concern appears to be that the merger could harm
Oklahoma consumers. The Department also was concerned about the welfare
of residents of Oklahoma. The Complaint
[[Page 10116]]
alleges competitive harm in Oklahoma City and Oklahoma RSA-3, and the
proposed Final Judgment provides for the divestiture of AT&T Wireless's
wireless businesses in those markets in order to preserve the existing
competition for the benefit of Oklahoma's citizens. The OCC's concern
that most AT&T Wireless customers would be forced to deal with Cingular
after the merger is a consequence of the companies' decision to merge
and not the proposed Final Judgment. Although consumers may not like to
switch providers, switching caused by a merger that does not harm
competition does not constitute a harm to competition that is
recognized by the antitrust laws.
It would also be inappropriate for plaintiffs or the Court to
require as part of the settlement of this matter that all of AT&T
Wireless's customers in the wireless business divestiture markets be
allowed to cancel existing contracts when the divestiture assets are
sold. To preserve competition, any divestiture package must include the
necessary assets for the purchaser to be a viable, ongoing competitor
to the merged firm in the affected markets. See U.S. Dept. of Justice,
Antitrust Div., Policy Guide to Merger Remedies at 4, 9-12 (Oct. 2004)
(``Restoring competition is the `key to the whole question of an
antitrust remedy.' '' (quoting United States v. E.I. du Pont de Nemours
& Co., 366 U.S. 316, 326 (1961))). A package without sufficient assets
to allow a divestiture purchaser to quickly replace the competition
lost as a result of the merger and give it the incentive to do so fails
to protect competition. See Policy Guide to Merger Remedies at 9-11. To
be a viable competitor, the divestiture purchaser needs access to the
divested business's customers.\4\ Therefore, the proposed Final
Judgment in Section II.L provides for customer contracts to be included
in the Wireless Business Divestiture Assets in order to ensure that a
suitable purchaser would be willing to acquire the assets make the
effort necessary to maintain competition for the benefit of all
consumers in these areas.
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\4\ See Policy Guide to Merger Remedies at 10 (``In markets
where an installed base of customers is required in order to operate
at an effective scale, the divested assets should either convey an
installed base of customers to the purchaser or quickly enable the
purchaser to obtain an installed customer base.'').
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The OCC's request for clarification of the language in Section II.L
of the proposed Final Judgment is unnecessary. This Section relates
solely to business customer contracts that cover subscribers both
inside and outside the wireless business divestiture markets. In an
effort to avoid forcing these customers who previously had a single
contract to deal with both Cingular and the divestiture purchaser, the
proposed Final Judgment assigns the contracts to Cingular or the
divestiture purchaser based upon where the majority of the subscribers
covered by the business customer contract are located. Section II.L of
the proposed Final Judgment requires Cingular to divest business
customer contracts where more than 50 percent of the subscribers are
located in the wireless business divestiture markets.\5\ This will give
the purchaser the necessary access to business customers to make it a
viable competitor to preserve the existing competition.
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\5\ The proposed Final Judgment reads in part: ``[P]rovided that
defendants shall only be required to divest Multi-line Business
Customer contracts, if 50 percent or more of the Multi-line Business
Customer's subscribers reside or work within any of the five (5)
license areas described herein [the wireless business divestiture
areas which include Oklahoma City and Oklahoma RSA-3], and further,
any subscribers who obtain mobile wireless services through any such
contract retained by defendants and who are located within five (5)
geographic areas identified above, shall be given the option to
terminate their relationship with defendants, without financial
cost, within one year of the closing of the transaction.''
Proposed Final Judgment, section II.L (emphasis added). ``Multi-
line Business Customers'' are defined as AT&T Wireless business
customers that have contracts for multiple wireless phones for their
employees for which the business is liable. See id. section II.G
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Under the terms of the proposed Final Judgment, any business
subscriber located in the wireless business divestiture markets covered
by a business customer contract retained by Cingular has the right to
terminate their service without financial penalty within one year of
the closing of the merger. See Proposed Final Judgment, section II.L.
This last provision is what was quoted by the OCC, but by its very
terms it applies only to subscribers covered by the business customer
contracts retained by Cingular. The provision's purpose is to provide
additional incentive to the divestiture purchaser by expanding the base
of customers to which it could immediately market its services.
After reviewing the concerns raised by the OCC, the United States
continues to believe that the proposed Final Judgment is in the public
interest and that it appropriately addresses the competitive harm
alleged in the Complaint.
B. William Lovern, Sr.
1. Summary of Comment
William Lovern Sr., President of Trial Management Associates (a
self-described ``private company that litigates international public
interest cases''), submitted a comment on November 11, 2004. First, Mr.
Lovern is concerned that ``AT&T Wireless has been looted by its
executives in conjunction with Cingular's takeover, even though the
merger is not final.'' In conversations with the United States, he
discussed this looting in relation to documents being taken from AT&T
Wireless. Second, he asserts the Regional Bell Operating Companies
(``RBOCs''), including SBC and BellSouth (the parents of Cingular), are
``operating an anticompetitive Universal Billing & Collection System
known as the InterCompany Settlement System (ICS)'' that allegedly
controls the billing and collection for the RBOCs as well as their
competitors. He claims that the new Cingular/AT&T Wireless and Verizon
Wireless will have ``market share advantages'' that will force
competitors out of business because they will be the only two entities
that have 100%A on net Universal Billing & Collection.'' Finally, he
states that ``SBC has violated Sarbanes-Oxley with their 2004, 1st, 2nd
and 3rd Quarter Q filing with the [Securities and Exchange
Commission],'' which he alleges is a result of its operating of the
ICS. Along with his comment, Mr. Lovern submitted a copy of a letter he
sent to James S. Turkey, Chairman and CEO of Ernest & Young, LLP,
stating that SBC has ``committed flagrant securities fraud'' allegedly
by ``operating a criminal enterprise'' (i.e., the ICS) that illegally
overcharges consumers and put four of his telecommunications companies
out of business.
Mr. Lovern provided additional information on November 24, 2004 in
the form of a November 22, 2004 letter to Warburg Pincus LLC and
Providence Equity Partners Inc. detailing his long-running dispute with
the RBOCs over the ICS, which he alleges is a ``criminal racketering
enterprise,'' and Warburg Pincus's and Providence Equity Partners'
alleged liability from purchasing Telecordia Technologies, which he
claims was involved with the ICS. As described in this second
submission, Mr. Lovern sued SBC in 1992, and the lawsuit was
subsequently settled against his wishes. He now claims that the court
lacked jurisdiction, making the settlement invalid. Mr. Lovern also
alleges that the Missouri Public Service Commission covered up the
fraud he alleges was committed by the RBOCs through ICS. Finally, he
forwarded a series of demand letters via e-mail threatening lawsuits or
regulatory complaints against SBC and its executives on December 9, and
10, 2004.
[[Page 10117]]
2. Response
Mr. Lovern's series of submissions has nothing to do with the issue
before this Court--whether the proposed Final Judgment is in the public
interest. Nothing in Mr. Lovern's comments relates to competition in
the relevant product markets (i.e., mobile wireless telecommunications
and mobile wireless broadband services) or to the assets that Cingular
must dives under the proposed Final Judgment. Mr. Lovern's allegations
about the ICS remain unchanged by the merger, and the alleged Sarbanes-
Oxley violations are, by their very nature, not addressable by the
antitrust laws.
IV. Conclusion
After careful consideration of these public comments, the United
States still concludes that entry of the proposed Final Judgment will
provide an effective and appropriate remedy for the antitrust violation
alleged in the Complaint and is, therefore, in the public interest.
Pursuant to Section 16(d) of the Tunney Act, the United States is
submitting the public comments and its Response to the Federal Register
for publication. After the comments and its Response are published in
the Federal Register, the United States will move this Court to enter
the proposed Final Judgment.
Respectfully submitted
Hillary B. Burchuk (D.C. Bar 366755),
Matthew C. Hammond,
David T. Blonder,
Benjamin Brown,
Michael D. Chaaleff,
Benjamin Gilibnerti,
Jeremiah M. Luongo,
Lorenzo McRae (D.C. Bar 473660),
Attorneys, Telecommunications & Media, Enforcement Section,
Antitrust Division.
U.S. Department, of Justice, City Center Building, 1401 H Street,
NW., Suite 8000, Washington, DC 20530, (202) 514-5621, Facsimile:
(202) 514-6381.
Certificate of Service
I hereby certify that copies of the Plaintiff United States'
Response to Public Comments have been mailed, by U.S. mail, postage
prepaid, to the attorneys listed below, the 17th day of February 2005.
Counsel for Defendants Cingular Wireless Corporation and SBC
Communications, Inc.; Richard L. Rosen, Esq., Arnold & Porter LLP, 555
Twelfth St., NW., Washington, DC 20004.
Counsel for Defendants Cingular Wireless Corporation and BellSouth
Corporation; Stephen M. Axinn, Esq., Axinn, Veltrop & Harkrider LLP,
1801 K St., NW., Washington, DC 20006.
Counsel for Defendant AT&T Wireless Services, Inc.; Ilene Knable
Gotts, Esq., Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New
York, NY 10019.
Counsel for Plaintiff State of Texas; John T. Prud'homme, Jr.,
Esq., Assistant Attorney General, Antitrust and Civil Medicare Fraud
Department, Office of the Attorney General, 300 West 15th Street, 9th
Floor, Austin, Texas 78701.
Counsel for Plaintiff State of Connecticut; Rachel O. Davis, Esq.,
Assistant Attorney General, Antitrust Department, 55 Elm Street,
Hartford, Connecticut 06106.
Hillary B. Burchuk (D.C. Bar 366755),
Matthew C. Hammond,
Lorenzo McRae (D.C. Bar 473660),
Attorneys, Telecommunications & Media Enforcement Section, Antitrust
Division, U.S. Department of Justice, City Center Building, 1401 H
Street, NW., Suite 8000, Washington, DC 20530, (202) 514-5621.
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[FR Doc. 05-3926 Filed 3-1-05; 8:45 am]
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