[Federal Register Volume 86, Number 203 (Monday, October 25, 2021)]
[Notices]
[Pages 58940-58958]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-23189]


-----------------------------------------------------------------------

DEPARTMENT OF JUSTICE

Antitrust Division


United States v. Neenah Enterprises, Inc., 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. 16(b)-(h), that a proposed Final Judgment, 
Stipulation, and Competitive Impact Statement have been filed with the 
United States District Court for the District of Columbia in United 
States of America v. Neenah Enterprises, Inc., U.S. Holdings, Inc., and 
U.S. Foundry and Manufacturing Corporation, Civil Action No. 1:21-cv-
02701. On October 14, 2021, the United States filed a Complaint 
alleging that Neenah Enterprises' proposed acquisition of substantially 
all of the assets of U.S. Holdings' subsidiary US Foundry would violate 
Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed Final 
Judgment, filed at the same time as the Complaint, requires Defendants 
to divest all rights, titles, and interests in over 500 gray iron 
municipal casting patterns used across eleven states.
    Copies of the Complaint, proposed Final Judgment, and Competitive 
Impact Statement are available for inspection on the Antitrust 
Division's website at http://www.justice.gov/atr and at the Office of 
the Clerk of the United States District Court for the District of 
Columbia. Copies of these materials may be obtained from the Antitrust 
Division upon request and payment of the copying fee set by Department 
of Justice regulations.
    Public comment is invited within 60 days of the date of this 
notice. Such comments, including the name of the submitter, and 
responses thereto, will be posted on the Antitrust Division's website, 
filed with the Court, and, under certain circumstances, published in 
the Federal Register. Comments should be submitted in English and 
directed to Jay Owen, Acting Chief, Defense, Industrials, and Aerospace 
Section, Antitrust Division, Department of Justice, 450 Fifth Street 
NW, Suite 8700, Washington, DC 20530.

Suzanne Morris,
Chief, Premerger and Division Statistics, Antitrust Division, 
Department of Justice.

United States District Court for the District of Columbia

    United States of America, U.S. Department of Justice Antitrust 
Division, 450 Fifth Street NW, Suite 8700, Washington, DC 20530, 
Plaintiff, v.  Neenah Enterprises, Inc., 2021 Brooks Avenue, Neenah, 
WI 54956; U.S. Holdings, Inc., 3200 W 84th Street Hialeah, FL 33018; 
and U.S. Foundry and Manufacturing Corporation 8351 NW 93rd Street, 
Medley, FL 33166, Defendants.

Case No. 1:21-cv-02701

Complaint

    The United States of America (``United States''), acting under the 
direction of the Attorney General of the United States, brings this 
civil antitrust action against Defendants Neenah Enterprises, Inc. 
(``NEI''), U.S. Holdings, Inc., and its wholly-owned subsidiary U.S. 
Foundry and Manufacturing Corporation (``US Foundry''), to enjoin the 
proposed acquisition of US Foundry by NEI. The United States complains 
and alleges as follows:

I. Nature of the Action

    1. Pursuant to a purchase agreement dated March 9, 2021, NEI 
proposes to acquire substantially all of the assets of U.S. Holdings' 
subsidiary US Foundry for approximately $110 million. Today, the 
Defendants compete vigorously across several states in the design, 
production, and sale of gray iron municipal castings that are used as 
manhole covers and frames, grates, and drains.
    2. NEI and US Foundry are two of only three significant suppliers 
of gray iron municipal castings in eleven eastern and southern states 
(collectively, and as defined in paragraph 15, infra, the ``overlap 
states''). Competition between NEI and US Foundry has driven down 
prices, increased the quality, and reduced the delivery times for gray 
iron municipal castings sold in the overlap states. The proposed 
acquisition would eliminate this competition and likely lead to higher 
prices, lower quality, and slower delivery times.
    3. As a result, the proposed acquisition would substantially lessen 
competition for the design, production, and sale of gray iron municipal 
castings in the overlap states in violation of Section 7 of the Clayton 
Act, 15 U.S.C. 18.

II. Defendants and the Transaction

    4. NEI is a corporation headquartered in Neenah, Wisconsin, that 
specializes in the design, production, and sale of gray and ductile 
iron castings at two foundries in Neenah, Wisconsin, and Lincoln, 
Nebraska. NEI's Lincoln foundry produces exclusively gray iron 
municipal castings. NEI also offers forging, machining, and assembly of 
key components for heavy truck, agriculture, and industrial uses. NEI 
had 2020 revenues of $343.3 million, of which approximately $152 
million was derived from gray iron municipal castings.
    5. U.S. Holdings, based in Hialeah, Florida, is a holding company 
with two major subsidiaries, US Foundry and Eagle Metal Processing and 
Recycling, Inc. US Foundry has one iron foundry located in Medley, 
Florida, that makes gray iron municipal castings. US Foundry had 2020 
revenues of approximately $90 million, of which approximately $73 
million was derived from gray iron municipal castings.
    6. On March 9, 2021, NEI and U.S. Holdings signed an agreement 
under which NEI will acquire US Foundry and

[[Page 58941]]

additional assets from U.S Holdings for $110 million.

III. Jurisdiction and Venue

    7. The United States brings this action under Section 15 of the 
Clayton Act, 15 U.S.C. 25, to prevent and restrain Defendants from 
violating Section 7 of the Clayton Act, 15 U.S.C. 18.
    8. Defendants design and produce gray iron municipal castings for 
manhole covers and frames, grates, and drains, sold for use throughout 
several of the United States, and their activities in these areas 
substantially affect interstate commerce. This Court therefore has 
subject matter jurisdiction over this action pursuant to Section 15 of 
the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.
    9. Defendants have consented to venue and personal jurisdiction in 
this judicial district. Venue is therefore proper in this district 
under Section 12 of the Clayton Act, 15 U.S.C. 22, and under 28 U.S.C. 
1391(b) and (c).

IV. Gray Iron Municipal Castings

A. Background

    10. Gray iron municipal castings are molded iron products produced 
at iron foundries and include products such as manhole covers and 
frames, drainage grates, inlets, and tree grates. Many of these 
castings are used by governmental and private customers to provide 
access to subterranean utility systems such as those for gas, sewage, 
and water management, and as such, these castings are necessary 
components for construction and infrastructure projects.
    11. Gray iron municipal castings are customized to a purchaser's 
specifications for the physical characteristics of these products, 
including strength, width, length, and any distinguishing marks, such 
as municipal logos. Customer specifications are used by the 
manufacturer to make a reusable pattern that is an exact replica of the 
final product. During the casting process, reusable patterns are 
pressed into a sand mold box to create an impression in the sand. After 
the pattern is removed, molten iron is poured into the sand mold to 
create the casting. The casting is then removed, cooled, and finished 
by shot-blasting or other machining before being shipped to the 
customer.
    12. Gray iron municipal castings are used most often in 
construction and infrastructure projects, with smaller volumes used for 
maintenance or repair purposes. A state department of transportation 
(``DOT''), county, or municipality typically determines the 
specifications of the gray iron municipal castings that can be used in 
projects within its authority. Municipalities and counties often adopt 
the relevant DOT's technical specifications, and commercial projects 
may choose to adopt DOT specifications even when not required. A DOT, 
county, or municipality also may have a qualified product list that 
identifies approved patterns and manufacturers for specific gray iron 
municipal castings.

B. Relevant Product and Geographic Market

1. Product Market: Gray Iron Municipal Castings
    13. There are no functional or economic substitutes for gray iron 
municipal castings, which are customized according to unique 
specifications designed to meet the customer's goals of subterranean 
access or water drainage as part of an integrated and possibly complex 
public infrastructure project. For example, a state DOT will specify 
the exact dimensions and structural requirements of each casting for 
all DOT construction products. Other customers, such as counties or 
municipalities within a state, will often use state DOT specifications 
for size and structural integrity, but will further customize their 
gray iron municipal castings by including the town name or other 
distinguishing marks on the casting or by specifying custom shapes for 
lifting holes. These customer-specified requirements mean that gray 
iron municipal castings made for a particular project or municipality 
typically cannot be used on other projects or in other areas.
    14. Because there are no reasonable substitutes for gray iron 
municipal castings, a hypothetical monopolist of gray iron municipal 
castings could profitably impose a small but significant increase in 
price without losing significant sales to alternative products. The 
sale of gray iron municipal castings therefore constitutes a line of 
commerce within the meaning of Section 7 of the Clayton Act, 15 U.S.C. 
18.
2. Geographic Market: Overlap States
    15. In Alabama, Florida, Georgia, Indiana, Maryland, New Jersey, 
New York, North Carolina, South Carolina, Tennessee, and Virginia (the 
``overlap states''), both NEI and US Foundry have committed significant 
capital to develop the specific patterns for gray iron municipal 
castings used by customers in those states and have made substantial 
investments to develop an efficient distribution network in those 
states for their gray iron municipal castings.
    16. Because the custom design of a casting means a buyer cannot 
successfully use gray iron municipal castings designed for projects 
outside the overlap states for projects within the overlap states, 
customers cannot buy gray iron municipal castings designed for projects 
outside the overlap states to avoid a higher price charged by foundries 
designing castings for projects within the overlap states.
    17. A hypothetical monopolist of gray iron municipal castings sold 
to customers in the overlap states could thus profitably impose a small 
but significant increase in the price of gray iron municipal castings 
without losing significant sales to product substitution or arbitrage. 
The sale of gray iron municipal castings to customers in the overlap 
states therefore constitutes a relevant market within the meaning of 
Section 7 of the Clayton Act, 15 U.S.C. 18.

V. Anticompetitive Effects of the Proposed Transaction

    18. NEI and US Foundry compete for sales of gray iron municipal 
castings primarily on the basis of price, quality, and speed of 
delivery. This competition has resulted in lower prices, higher 
quality, and shorter delivery times. This competition has been 
particularly important for customers in the overlap states where NEI 
and US Foundry compete vigorously today.
    19. In the overlap states, NEI and US Foundry have developed 
hundreds of approved designs and patterns and are two of only three 
firms with a significant presence in the design, production, and sale 
of gray iron municipal castings. Both firms consistently bid on 
customer contracts in the overlap states, and customers use the 
competition between the two firms to obtain lower prices, higher 
quality, and shorter delivery times.
    20. While other firms occasionally compete for contracts in the 
overlap states, these fringe competitors typically have a small 
presence and are unlikely to replace the competition lost as a result 
of the proposed transaction. In particular, other than NEI, US Foundry, 
and one other firm, smaller competitors have not invested the time and 
money to develop, seek approval for, and produce the hundreds of 
patterns necessary to compete for projects in the overlap states nor 
have they invested in distribution for castings within those states. As 
a result, these smaller competitors are severely disadvantaged because 
they cannot price competitively due to the fact that they must first 
design and seek approval for new patterns in order to bid for projects 
in

[[Page 58942]]

the overlap states, and they cannot deliver gray iron municipal 
castings in as timely a manner as NEI and US Foundry.
    21. Because of the limited competitive significance of these fringe 
participants, a merged NEI/US Foundry would be faced with only one 
significant alternate supplier in the overlap states. Faced with 
limited competition, the merged firm likely would have the incentive 
and ability to increase prices, lower quality, and increase delivery 
times. The proposed acquisition, therefore, likely would substantially 
lessen competition in the design, production, and sale of gray iron 
municipal castings in the overlap states in violation of Section 7 of 
the Clayton Act, 15 U.S.C. 18.

VI. Difficulty of Entry

    22. New production facilities, sales infrastructure, and 
distribution networks for gray iron municipal castings require a 
substantial investment in both capital equipment and human resources. 
To be competitively viable, a new entrant would need to construct a 
foundry or establish production lines at an existing foundry capable of 
manufacturing the castings, as well as establish a system of regional 
distribution. This process would be capital intensive and likely take 
years to complete.
    23. Similarly, a firm currently making gray iron municipal castings 
for use outside the overlap states is unlikely to expand into the 
overlap states. This is because such an entrant would not have proven 
or approved designs and patterns or established local distribution. It 
is highly unlikely that new entrants or firms thinking of geographic 
expansion would invest the time and money needed to create a portfolio 
of new, as-yet unapproved designs and patterns of sufficient scale to 
compete in the overlap states on the speculative possibility of 
attracting enough new business to justify the investment.
    24. As a result, entry or expansion into the market for gray iron 
municipal castings in the overlap states would not be timely, likely, 
or sufficient to defeat the anticompetitive effects likely to result 
from the combination of NEI and US Foundry.

VII. Violations Alleged

    25. NEI's proposed acquisition of US Foundry likely would 
substantially lessen competition in the design, production, and sale of 
gray iron municipal castings in the eleven overlap states listed above, 
in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
    26. Unless enjoined, the proposed acquisition would likely have the 
following anticompetitive effects, among others, related to the 
relevant market:
    a. A substantial lessening of competition for gray iron municipal 
castings in the overlap states;
    b. an elimination of actual and potential head-to-head competition 
between NEI and US Foundry for the design, production, and sale of gray 
iron municipal castings in the overlap states; and
    c. prices for gray iron municipal castings in the overlap states 
would increase, the quality of those castings would decrease, and 
delivery times would increase.

VIII. Request for Relief

    27. The United States requests that this Court:
    a. Adjudge and decree NEI's proposed acquisition of US Foundry to 
be unlawful and in violation of Section 7 of the Clayton Act, 15 U.S.C. 
18;
    b. preliminarily and permanently enjoin and restrain Defendants and 
all persons acting on their behalf from consummating the proposed 
acquisition of US Foundry by NEI, or from entering into or carrying out 
any other contract, agreement, plan, or understanding which would 
combine US Foundry's gray iron municipal castings business with NEI;
    c. award the United States its costs for this action; and
    d. award the United States such other and further relief as the 
Court deems just and proper.

    Dated: October 14, 2021.
    Respectfully submitted,

Counsel for Plaintiff United States:
/s/Richard A. Powers
Richard A. Powers,
Acting Assistant Attorney General, Antitrust Division.

/s/Kathleen S. O'Neill
Kathleen S. O'Neill,
Senior Director of Investigations and Litigation, Antitrust 
Division.

/s/Jay D. Owen
Jay D. Owen,
Acting Chief, Defense, Industrials, and Aerospace Section, Antitrust 
Division.

/s/Soyoung Choe
Soyoung Choe,
Acting Assistant Chief, Defense, Industrials, and Aerospace Section, 
Antitrust Division.

/s/Bashiri Wilson
* Bashiri Wilson (D.C. Bar # 998075)
James K. Foster
Kerrie J. Freeborn,
Trial Attorneys, Defense, Industrials, and Aerospace Section, 
Antitrust Division, 450 Fifth Street NW, Suite 8700, Washington, DC 
20530, Telephone: (202) 476-0432, Email: [email protected].

* Lead Attorney To Be Noticed.

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Neenah Enterprises, 
Inc., U.S. Holdings, Inc., and U.S. Foundry and Manufacturing 
Corporation, Defendants.

Case No. 1:21-cv-02701

Proposed Final Judgment

    Whereas, Plaintiff, United States of America, filed its Complaint 
on October 14, 2021;
    And whereas, the United States and Defendants, Neenah Enterprises, 
Inc. (``NEI''), U.S. Holdings, Inc. (``U.S. Holdings''), and U.S. 
Foundry and Manufacturing Corporation (``US Foundry'') have consented 
to entry of this Final Judgment without the taking of testimony, 
without trial or adjudication of any issue of fact or law, and without 
this Final Judgment constituting any evidence against or admission by 
any party relating to any issue of fact or law;
    And whereas, Defendants agree to make a divestiture to remedy the 
loss of competition alleged in the Complaint;
    And whereas, Defendants represent that the divestiture and other 
relief required by this Final Judgment can and will be made and that 
Defendants will not later raise a claim of hardship or difficulty as 
grounds for asking the Court to modify any provision of this Final 
Judgment;
    Now therefore, it is Ordered, Adjudged, and Decreed:

I. Jurisdiction

    The Court has jurisdiction over the subject matter of and each of 
the parties to this action. The Complaint states a claim upon which 
relief may be granted against Defendants under Section 7 of the Clayton 
Act (15 U.S.C. 18).

II. Definitions

    As used in this Final Judgment:
    A. ``NEI'' means Defendant Neenah Enterprises, Inc., a Delaware 
corporation with its headquarters in Neenah, Wisconsin, its successors 
and assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    B. ``US Foundry'' means Defendant U.S. Foundry and Manufacturing 
Corporation, a Florida corporation with its headquarters in Medley, 
Florida, its successors and assigns, and its subsidiaries, divisions, 
groups, affiliates, partnerships, and joint ventures, and their 
directors, officers, managers, agents, and employees.

[[Page 58943]]

    C. ``U.S. Holdings'' means Defendant U.S. Holdings, Inc., a Florida 
corporation with its headquarters in Hialeah, Florida, its successors 
and assigns, and its subsidiaries, divisions, groups, affiliates, 
partnerships, and joint ventures, and their directors, officers, 
managers, agents, and employees.
    D. ``D&L Foundry'' means D&L Foundry, Inc., a Washington 
corporation with its headquarters in Moses Lake, Washington, its 
successors and assigns, and its subsidiaries, divisions, groups, 
affiliates, partnerships, and joint ventures, and their directors, 
officers, managers, agents, and employees.
    E. ``Acquirer'' means D&L Foundry or another entity approved by the 
United States in its sole discretion to which Defendants divest the 
Divestiture Assets.
    F. ``Divestiture Patterns'' means the patterns listed in Appendix 
A.
    G. ``Divestiture Assets'' means all of Defendants' rights, titles, 
and interests in and to
    1. the Divestiture Patterns;
    2. all drawings, measurements, and specifications relating to or 
used in connection with the Divestiture Patterns; and
    3. all licenses, permits, certifications, approvals, consents, 
registrations, waivers, authorizations, and all pending applications or 
renewals for the same, relating to or used in connection with the 
Divestiture Patterns, including those issued or granted by any 
governmental entity or organization
    H. ``Divestiture Date'' means the date on which the Divestiture 
Assets are divested to Acquirer pursuant to this Final Judgment.
    I. ``Including'' means including, but not limited to.
    J. ``Transaction'' means the proposed acquisition by NEI of certain 
assets from U.S. Holdings, pursuant to a purchase agreement dated March 
9, 2021, between NEI and U.S. Holdings.

III. Applicability

    A. This Final Judgment applies to NEI, U.S. Holdings, and US 
Foundry, as defined above, and all other persons in active concert or 
participation with any Defendant who receive actual notice of this 
Final Judgment.
    B. If, prior to complying with Section IV and Section V of this 
Final Judgment, Defendants sell or otherwise dispose of all or 
substantially all of their assets or business units that include the 
Divestiture Assets, Defendants must require any purchaser to be bound 
by the provisions of this Final Judgment. Defendants need not obtain 
such an agreement from Acquirer.

IV. Divestiture

    A. Defendants are ordered and directed, within 30 calendar days 
after the Court's entry of the Asset Preservation Stipulation and Order 
in this matter, to divest the Divestiture Assets in a manner consistent 
with this Final Judgment to D&L Foundry or another Acquirer acceptable 
to the United States, in its sole discretion. The United States, in its 
sole discretion, may agree to one or more extensions of this time 
period not to exceed 60 calendar days in total and will notify the 
Court of any extensions.
    B. Defendants must use best efforts to divest the Divestiture 
Assets as expeditiously as possible. Defendants must take no action 
that would jeopardize the completion of the divestiture ordered by the 
Court, including any action to impede the permitting, operability, or 
divestiture of the Divestiture Assets.
    C. Unless the United States otherwise consents in writing, 
divestiture pursuant to this Final Judgment must include the entire 
Divestiture Assets and must be accomplished in such a way as to satisfy 
the United States, in its sole discretion, that the Divestiture Assets 
can and will be used by Acquirer as part of a viable, ongoing business 
of the design, production, and sale, including distribution, of gray 
iron municipal castings and that the divestiture to Acquirer will 
remedy the competitive harm alleged in the Complaint.
    D. The divestiture must be made to an Acquirer that, in the United 
States' sole judgment, has the intent and capability, including the 
necessary managerial, operational, technical, and financial capability, 
to compete effectively in the design, production, and sale, including 
distribution, of gray iron municipal castings.
    E. The divestiture must be accomplished in a manner that satisfies 
the United States, in its sole discretion, that none of the terms of 
any agreement between Acquirer and Defendants gives Defendants the 
ability unreasonably to raise Acquirer's costs, to lower Acquirer's 
efficiency, or otherwise interfere in the ability of Acquirer to 
compete effectively in the design, production, and sale, including 
distribution, of gray iron municipal castings.
    F. In the event Defendants are attempting to divest the Divestiture 
Assets to an Acquirer other than D&L Foundry, Defendants promptly must 
make known, by usual and customary means, the availability of the 
Divestiture Assets. Defendants must inform any person making an inquiry 
relating to a possible purchase of the Divestiture Assets that the 
Divestiture Assets are being divested in accordance with this Final 
Judgment and must provide that person with a copy of this Final 
Judgment. Defendants must offer to furnish to all prospective 
Acquirers, subject to customary confidentiality assurances, all 
information and documents relating to the Divestiture Assets that are 
customarily provided in a due diligence process; provided, however, 
that Defendants need not provide information or documents subject to 
the attorney-client privilege or work-product doctrine. Defendants must 
make all information and documents available to the United States at 
the same time that the information and documents are made available to 
any other person.
    G. Defendants must provide prospective Acquirers with (1) access to 
make inspections of the Divestiture Assets; (2) access to permitting 
documents and information relating to the Divestiture Assets; and (3) 
access to all financial, operational, or other documents and 
information relating to the Divestiture Assets that would customarily 
be provided as part of a due diligence process. Defendants also must 
disclose all encumbrances on any part of the Divestiture Assets, 
including on intangible property.
    H. Defendants must warrant to Acquirer that (1) the Divestiture 
Assets will be operable and without material defect on the date of 
their transfer to Acquirer; (2) there are no material defects in the 
permits relating to the operability of the Divestiture Assets; and (3) 
Defendants have disclosed all encumbrances on any part of the 
Divestiture Assets, including on intangible property. Following the 
sale of the Divestiture Assets, Defendants must not undertake, directly 
or indirectly, challenges to the permits relating to the operation of 
the Divestiture Assets.
    I. Defendants must use best efforts to assist Acquirer to obtain 
all necessary licenses, registrations, and permits to design, produce, 
and sell gray iron municipal castings using the Divestiture Patterns. 
Until Acquirer obtains the necessary licenses, registrations, and 
permits for the Divestiture Patterns, Defendants must provide Acquirer 
with the benefit of Defendants' licenses, registrations, and permits to 
the full extent permissible by law.
    J. If any term of an agreement between Defendants and Acquirer, 
including an agreement to effectuate the divestiture required by this 
Final Judgment, varies from a term of this Final Judgment, to

[[Page 58944]]

the extent that Defendants cannot fully comply with both, this Final 
Judgment determines Defendants' obligations.

V. Appointment of Divestiture Trustee

    A. If Defendants have not divested the Divestiture Assets within 
the period specified in Paragraph IV.A, Defendants must immediately 
notify the United States of that fact in writing. Upon application of 
the United States, which Defendants may not oppose, the Court will 
appoint a divestiture trustee selected by the United States and 
approved by the Court to effect the divestiture of the Divestiture 
Assets.
    B. After the appointment of a divestiture trustee by the Court, 
only the divestiture trustee will have the right to sell the 
Divestiture Assets. The divestiture trustee will have the power and 
authority to accomplish the divestiture to an Acquirer acceptable to 
the United States, in its sole discretion, at a price and on terms 
obtainable through reasonable effort by the divestiture trustee, 
subject to the provisions of Sections IV, V, and VI of this Final 
Judgment, and will have other powers as the Court deems appropriate. 
The divestiture trustee must sell the Divestiture Assets as quickly as 
possible.
    C. Defendants may not object to a sale by the divestiture trustee 
on any ground other than malfeasance by the divestiture trustee. 
Objections by Defendants must be conveyed in writing to the United 
States and the divestiture trustee within ten calendar days after the 
divestiture trustee has provided the notice of proposed divestiture 
required by Section VI.
    D. The divestiture trustee will serve at the cost and expense of 
Defendants pursuant to a written agreement, on terms and conditions, 
including confidentiality requirements and conflict of interest 
certifications, approved by the United States in its sole discretion.
    E. The divestiture trustee may hire at the cost and expense of 
Defendants any agents or consultants, including investment bankers, 
attorneys, and accountants, that are reasonably necessary in the 
divestiture trustee's judgment to assist with the divestiture trustee's 
duties. These agents or consultants will be accountable solely to the 
divestiture trustee and will serve on terms and conditions, including 
confidentiality requirements and conflict-of-interest certifications, 
approved by the United States in its sole discretion.
    F. The compensation of the divestiture trustee and agents or 
consultants hired by the divestiture trustee must be reasonable in 
light of the value of the Divestiture Assets and based on a fee 
arrangement that provides the divestiture trustee with incentives based 
on the price and terms of the divestiture and the speed with which it 
is accomplished. If the divestiture trustee and Defendants are unable 
to reach agreement on the divestiture trustee's compensation or other 
terms and conditions of engagement within 14 calendar days of the 
appointment of the divestiture trustee by the Court, the United States, 
in its sole discretion, may take appropriate action, including by 
making a recommendation to the Court. Within three business days of 
hiring an agent or consultant, the divestiture trustee must provide 
written notice of the hiring and rate of compensation to Defendants and 
the United States.
    G. The divestiture trustee must account for all monies derived from 
the sale of the Divestiture Assets sold by the divestiture trustee and 
all costs and expenses incurred. Within 30 calendar days of the 
Divestiture Date, the divestiture trustee must submit that accounting 
to the Court for approval. After approval by the Court of the 
divestiture trustee's accounting, including fees for unpaid services 
and those of agents or consultants hired by the divestiture trustee, 
all remaining money must be paid to Defendants and the trust will then 
be terminated.
    H. Defendants must use best efforts to assist the divestiture 
trustee to accomplish the required divestiture. Subject to reasonable 
protection for trade secrets, other confidential research, development, 
or commercial information, or any applicable privileges, Defendants 
must provide the divestiture trustee and agents or consultants retained 
by the divestiture trustee with full and complete access to all 
personnel, books, records, and facilities of the Divestiture Assets. 
Defendants also must provide or develop financial and other information 
relevant to the Divestiture Assets that the divestiture trustee may 
reasonably request. Defendants must not take any action to interfere 
with or to impede the divestiture trustee's accomplishment of the 
divestiture.
    I. The divestiture trustee must maintain complete records of all 
efforts made to sell the Divestiture Assets, including by filing 
monthly reports with the United States setting forth the divestiture 
trustee's efforts to accomplish the divestiture ordered by this Final 
Judgment. The reports must 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 any 
interest in the Divestiture Assets and must describe in detail each 
contact.
    J. If the divestiture trustee has not accomplished the divestiture 
ordered by this Final Judgment within six months of appointment, the 
divestiture trustee must promptly provide the United States with a 
report setting forth: (1) The divestiture trustee's efforts to 
accomplish the required divestiture; (2) the reasons, in the 
divestiture trustee's judgment, why the required divestiture has not 
been accomplished; and (3) the divestiture trustee's recommendations 
for completing the divestiture. Following receipt of that report, the 
United States may make additional recommendations to the Court. The 
Court thereafter may enter such orders as it deems appropriate to carry 
out the purpose of this Final Judgment, which may include extending the 
trust and the term of the divestiture trustee's appointment by a period 
requested by the United States.
    K. The divestiture trustee will serve until divestiture of all 
Divestiture Assets is completed or for a term otherwise ordered by the 
Court.
    L. If the United States determines that the divestiture trustee is 
not acting diligently or in a reasonably cost-effective manner, the 
United States may recommend that the Court appoint a substitute 
divestiture trustee.

VI. Notice of Proposed Divestiture

    A. Within two business days following execution of a definitive 
agreement with an Acquirer other than D&L Foundry to divest the 
Divestiture Assets, Defendants or the divestiture trustee, whichever is 
then responsible for effecting the divestiture, must notify the United 
States of the proposed divestiture. If the divestiture trustee is 
responsible for completing the divestiture, the divestiture trustee 
also must notify Defendants. The notice must set forth the details of 
the proposed divestiture and list the name, address, and telephone 
number of each person not previously identified who offered or 
expressed an interest in or desire to acquire any ownership interest in 
the Divestiture Assets.
    B. Within 15 calendar days of receipt by the United States of the 
notice required by Paragraph VI.A, the United States may request from 
Defendants, the proposed Acquirer, other third parties, or the 
divestiture trustee additional information concerning the proposed 
divestiture, the proposed Acquirer, and other prospective Acquirers. 
Defendants

[[Page 58945]]

and the divestiture trustee must furnish the additional information 
requested within 15 calendar days of the receipt of the request unless 
the United States provides written agreement to a different period.
    C. Within 45 calendar days after receipt of the notice required by 
Paragraph VI.A or within 20 calendar days after the United States has 
been provided the additional information requested pursuant to 
Paragraph VI.B, whichever is later, the United States will provide 
written notice to Defendants and any divestiture trustee that states 
whether the United States, in its sole discretion, objects to the 
proposed Acquirer or any other aspect of the proposed divestiture. 
Without written notice that the United States does not object, a 
divestiture may not be consummated. If the United States provides 
written notice that it does not object, the divestiture may be 
consummated, subject only to Defendants' limited right to object to the 
sale under Paragraph V.C of this Final Judgment. Upon objection by 
Defendants pursuant to Paragraph V.C, a divestiture by the divestiture 
trustee may not be consummated unless approved by the Court.
    D. No information or documents obtained pursuant to this Section 
may be divulged by the United States to any person other than an 
authorized representative of the executive branch of the United States, 
except in the course of legal proceedings to which the United States is 
a party, including grand-jury proceedings, for the purpose of 
evaluating a proposed Acquirer or securing compliance with this Final 
Judgment, or as otherwise required by law.
    E. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
United States Department of Justice's Antitrust Division will act in 
accordance with that statute, and the Department of Justice regulations 
at 28 CFR part 16, including the provision on confidential commercial 
information, at 28 CFR 16.7. Persons submitting information to the 
Antitrust Division should designate the confidential commercial 
information portions of all applicable documents and information under 
28 CFR 16.7. Designations of confidentiality expire ten years after 
submission, ``unless the submitter requests and provides justification 
for a longer designation period.'' See 28 CFR 16.7(b).
    F. If at the time that a person furnishes information or documents 
to the United States pursuant to this Section, that person represents 
and identifies in writing information or documents for which a claim of 
protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules 
of Civil Procedure, and marks each pertinent page of such material, 
``Subject to claim of protection under Rule 26(c)(1)(G) of the Federal 
Rules of Civil Procedure,'' the United States must give that person ten 
calendar days' notice before divulging the material in any legal 
proceeding (other than a grand-jury proceeding).

VII. Financing

    Defendants may not finance all or any part of Acquirer's purchase 
of all or part of the Divestiture Assets.

VIII. Asset Preservation

    Defendants must take all steps necessary to comply with the Asset 
Preservation Stipulation and Order entered by the Court.

IX. Affidavits

    A. Within 20 calendar days of the filing of the Complaint in this 
matter, and every 30 calendar days thereafter until the divestiture 
required by this Final Judgment has been completed, each Defendant must 
deliver to the United States an affidavit, signed by each Defendant's 
Chief Financial Officer and General Counsel, describing in reasonable 
detail the fact and manner of that Defendant's compliance with this 
Final Judgment. The United States, in its sole discretion, may approve 
different signatories for the affidavits.
    B. In the event Defendants are attempting to divest the Divestiture 
Assets to an Acquirer other than D&L Foundry, each affidavit required 
by Paragraph IX.A must include: (1) The name, address, and telephone 
number of each person who, during the preceding 30 calendar days, made 
an offer to acquire, expressed an interest in acquiring, entered into 
negotiations to acquire, or was contacted or made an inquiry about 
acquiring, an interest in the Divestiture Assets and describe in detail 
each contact with such persons during that period; (2) a description of 
the efforts Defendants have taken to solicit buyers for and complete 
the sale of the Divestiture Assets and to provide required information 
to prospective Acquirers; and (3) a description of any limitations 
placed by Defendants on information provided to prospective Acquirers. 
Objection by the United States to information provided by Defendants to 
prospective Acquirers must be made within 14 calendar days of receipt 
of the affidavit, except that the United States may object at any time 
if the information set forth in the affidavit is not true or complete.
    C. Defendants must keep all records of any efforts made to divest 
the Divestiture Assets until one year after the Divestiture Date.
    D. Within 20 calendar days of the filing of the Complaint in this 
matter, each Defendant must deliver to the United States an affidavit 
signed by that Defendant's Chief Financial Officer and General Counsel, 
that describes in reasonable detail all actions that Defendant has 
taken and all steps that Defendant has implemented on an ongoing basis 
to comply with Section VIII of this Final Judgment. The United States, 
in its sole discretion, may approve different signatories for the 
affidavits.
    E. If a Defendant makes any changes to the actions and steps 
described in affidavits provided pursuant to Paragraph IX.D., the 
Defendant must, within 15 calendar days after any change is 
implemented, deliver to the United States an affidavit describing those 
changes.
    F. Defendants must keep all records of any efforts made to comply 
with Section VIII until one year after the Divestiture Date.

X. Compliance Inspection

    A. For the purposes of determining or securing compliance with this 
Final Judgment or of related orders such as the Asset Preservation 
Stipulation and Order or of determining whether this Final Judgment 
should be modified or vacated, upon written request of an authorized 
representative of the Assistant Attorney General for the Antitrust 
Division, and reasonable notice to Defendants, Defendants must permit, 
from time to time and subject to legally recognized privileges, 
authorized representatives, including agents retained by the United 
States:
    1. To have access during Defendants' office hours to inspect and 
copy, or at the option of the United States, to require Defendants to 
provide electronic copies of all books, ledgers, accounts, records, 
data, and documents in the possession, custody, or control of 
Defendants relating to any matters contained in this Final Judgment; 
and
    2. to interview, either informally or on the record, Defendants' 
officers, employees, or agents, who may have their individual counsel 
present, relating to any matters contained in this Final Judgment. The 
interviews must be subject to the reasonable convenience of the 
interviewee and without restraint or interference by Defendants.
    B. Upon the written request of an authorized representative of the

[[Page 58946]]

Assistant Attorney General for the Antitrust Division, Defendants must 
submit written reports or respond to written interrogatories, under 
oath if requested, relating to any matters contained in this Final 
Judgment.
    C. No information or documents obtained pursuant to this Section 
may be divulged by the United States to any person other than an 
authorized representative of the executive branch of the United States, 
except in the course of legal proceedings to which the United States is 
a party, including grand jury proceedings, for the purpose of securing 
compliance with this Final Judgment, or as otherwise required by law.
    D. In the event of a request by a third party for disclosure of 
information under the Freedom of Information Act, 5 U.S.C. 552, the 
Antitrust Division will act in accordance with that statute, and the 
Department of Justice regulations at 28 CFR part 16, including the 
provision on confidential commercial information, at 28 CFR 16.7. 
Defendants submitting information to the Antitrust Division should 
designate the confidential commercial information portions of all 
applicable documents and information under 28 CFR 16.7. Designations of 
confidentiality expire ten years after submission, ``unless the 
submitter requests and provides justification for a longer designation 
period.'' See 28 CFR 16.7(b).
    E. If at the time that Defendants furnish information or documents 
to the United States pursuant to this Section, Defendants represent and 
identify in writing information or documents for which a claim of 
protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules 
of Civil Procedure, and Defendants mark each pertinent page of such 
material, ``Subject to claim of protection under Rule 26(c)(1)(G) of 
the Federal Rules of Civil Procedure,'' the United States must give 
Defendants ten calendar days' notice before divulging the material in 
any legal proceeding (other than a grand jury proceeding).

XI. No Reacquisition

    Defendants may not reacquire any part of or any interest in the 
Divestiture Assets during the term of this Final Judgment without prior 
authorization of the United States.

XII. Retention of Jurisdiction

    The Court retains jurisdiction to enable any party to this Final 
Judgment to apply to the Court at any time for further orders and 
directions as may be necessary or appropriate to carry out or construe 
this Final Judgment, to modify any of its provisions, to enforce 
compliance, and to punish violations of its provisions.

XIII. Enforcement of Final Judgment

    A. The United States retains and reserves all rights to enforce the 
provisions of this Final Judgment, including the right to seek an order 
of contempt from the Court. Defendants agree that in a civil contempt 
action, a motion to show cause, or a similar action brought by the 
United States relating to an alleged violation of this Final Judgment, 
the United States may establish a violation of this Final Judgment and 
the appropriateness of a remedy therefor by a preponderance of the 
evidence, and Defendants waive any argument that a different standard 
of proof should apply.
    B. This Final Judgment should be interpreted to give full effect to 
the procompetitive purposes of the antitrust laws and to restore the 
competition the United States alleges was harmed by the challenged 
conduct. Defendants agree that they may be held in contempt of, and 
that the Court may enforce, any provision of this Final Judgment that, 
as interpreted by the Court in light of these procompetitive principles 
and applying ordinary tools of interpretation, is stated specifically 
and in reasonable detail, whether or not it is clear and unambiguous on 
its face. In any such interpretation, the terms of this Final Judgment 
should not be construed against either party as the drafter.
    C. In an enforcement proceeding in which the Court finds that 
Defendants have violated this Final Judgment, the United States may 
apply to the Court for an extension of this Final Judgment, together 
with other relief that may be appropriate. In connection with a 
successful effort by the United States to enforce this Final Judgment 
against a Defendant, whether litigated or resolved before litigation, 
that Defendant agrees to reimburse the United States for the fees and 
expenses of its attorneys, as well as all other costs including 
experts' fees, incurred in connection with that effort to enforce this 
Final Judgment, including in the investigation of the potential 
violation.
    D. For a period of four years following the expiration of this 
Final Judgment, if the United States has evidence that a Defendant 
violated this Final Judgment before it expired, the United States may 
file an action against that Defendant in this Court requesting that the 
Court order: (1) Defendant to comply with the terms of this Final 
Judgment for an additional term of at least four years following the 
filing of the enforcement action; (2) all appropriate contempt 
remedies; (3) additional relief needed to ensure the Defendant complies 
with the terms of this Final Judgment; and (4) fees or expenses as 
called for by this Section.

XIV. Expiration of Final Judgment

    Unless the Court grants an extension, this Final Judgment will 
expire 10 years from the date of its entry, except that after five 
years from the date of its entry, this Final Judgment may be terminated 
upon notice by the United States to the Court and Defendants that the 
divestiture has been completed and continuation of this Final Judgment 
is no longer necessary or in the public interest.

XV. Public Interest Determination

    Entry of this Final Judgment is in the public interest. The parties 
have complied with the requirements of the Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16, including by making available to the 
public copies of this Final Judgment and the Competitive Impact 
Statement, public comments thereon, and any response to comments by the 
United States. Based upon the record before the Court, which includes 
the Competitive Impact Statement and, if applicable, any comments and 
response to comments filed with the Court, entry of this Final Judgment 
is in the public interest.

Date:------------------------------------------------------------------
Court approval subject to procedures of Antitrust Procedures and 
Penalties Act, 15 U.S.C. 16
-----------------------------------------------------------------------
United States District Judge

Appendix A--Divested Patterns

----------------------------------------------------------------------------------------------------------------
         Reference state                  Description                 From                 Reference No.
----------------------------------------------------------------------------------------------------------------
Alabama..........................  Trench Grate Frame Drag..  Neenah.............  D55550509.
Alabama..........................  Trench Grate Frame Cope..  Neenah.............  D55550510.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550515.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550516.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550517.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550519.
                                    Drag.

[[Page 58947]]

 
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550525.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550527.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  D55550528.
                                    Drag.
Alabama..........................  Trench Grate Lid/Grate     Neenah.............  Flat Back Cope.
                                    Cope.
Florida..........................  Tree Grate Frame Drag....  Neenah.............  D85006060.
Florida..........................  Tree Grate Frame Cope....  Neenah.............  K85006060.
Florida..........................  Tree Grate Frame Cope....  Neenah.............  K85004848.
Florida..........................  Tree Grate Lid/Grate Drag  Neenah.............  D87070001.
Florida..........................  Tree Grate Lid/Grate Drag  Neenah.............  D87080017.
Florida..........................  Tree Grate Lid/Grate Drag  Neenah.............  D87060009.
Florida..........................  Tree Grate Lid/Grate Cope  Neenah.............  K87070002.
Florida..........................  Tree Grate Lid/Grate Cope  Neenah.............  K87080017.
Florida..........................  Tree Grate Lid/Grate Cope  Neenah.............  K87060009.
Florida..........................  Ring and Cover Frame Drag  Neenah.............  D00004135.
Florida..........................  Ring and Cover Frame Drag  Neenah.............  D00004139.
Florida..........................  Ring and Cover Frame Drag  Neenah.............  D55550230.
Florida..........................  Ring and Cover Frame Cope  Neenah.............  K14700001.
Florida..........................  Ring and Cover Frame Cope  Neenah.............  K96025042.
Florida..........................  Ring and Cover Frame Cope  Neenah.............  K55550273.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  D99993104.
                                    Drag.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  D99992467.
                                    Drag.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  D55550625.
                                    Drag.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  K99993105.
                                    Cope.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  K99992465.
                                    Cope.
Florida..........................  Ring and Cover Lid/Grate   Neenah.............  K55550626.
                                    Cope.
Florida..........................  Frame, Grate & Hood Frame  Neenah.............  D99999939.
                                    Drag.
Florida..........................  Frame, Grate & Hood Frame  Neenah.............  K32900009.
                                    Cope.
Florida..........................  Frame, Grate & Hood Lid/   Neenah.............  D99991297.
                                    Grate Drag.
Florida..........................  Frame, Grate & Hood Lid/   Neenah.............  K99991298.
                                    Grate Cope.
Florida..........................  Frame, Grate & Hood Other  Neenah.............  D30670003.
                                    Cope.
Florida..........................  Frame, Grate & Hood Other  Neenah.............  K32957002.
                                    Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Frame Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Frame Cope.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550515.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550519.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550525.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550528.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D55550529.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  D49903267.
                                    Lid/Grate Drag.
Florida..........................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
Georgia..........................  Grate Lid/Grate Drag.....  Neenah.............  D22224977.
Georgia..........................  Grate Lid/Grate Cope.....  Neenah.............  K22224978.
Georgia..........................  Tree Grate Frame Drag....  Neenah.............  D85006060.
Georgia..........................  Tree Grate Frame Cope....  Neenah.............  K85006060.
Georgia..........................  Tree Grate Lid/Grate Drag  Neenah.............  D87120001.
Georgia..........................  Tree Grate Lid/Grate Drag  Neenah.............  D87420002A.
Georgia..........................  Tree Grate Lid/Grate Cope  Neenah.............  K87120001.
Georgia..........................  Tree Grate Lid/Grate Cope  Neenah.............  K87420002.
Georgia..........................  Tree Grate Other Cope....  Neenah.............  D99991154.
Georgia..........................  Tree Grate Other Drag....  Neenah.............  K99991155.
Georgia..........................  Ring Frame Drag..........  Neenah.............  D99992454.
Georgia..........................  Ring Frame Cope..........  Neenah.............  K99992453.
Georgia..........................  Ring Lid/Grate Drag......  Neenah.............  D22229077.
Georgia..........................  Ring Lid/Grate Cope......  Neenah.............  K22229083.
Georgia..........................  Ring and Cover Frame Drag  Neenah.............  D00004130.
Georgia..........................  Ring and Cover Frame Drag  Neenah.............  D99992455.
Georgia..........................  Ring and Cover Frame Cope  Neenah.............  K00004130.
Georgia..........................  Ring and Cover Frame Cope  Neenah.............  K99992453.
Georgia..........................  Ring and Cover Lid/Grate   Neenah.............  D99992464.
                                    Drag.
Georgia..........................  Ring and Cover Lid/Grate   Neenah.............  D99992475.
                                    Drag.
Georgia..........................  Ring and Cover Lid/Grate   Neenah.............  K99992463.
                                    Cope.
Georgia..........................  Ring and Cover Lid/Grate   Neenah.............  K99992474.
                                    Cope.
Georgia..........................  Frame, Grate & Hood Frame  Neenah.............  D00004141.
                                    Drag.
Georgia..........................  Frame, Grate & Hood Frame  Neenah.............  D55551479.
                                    Drag.
Georgia..........................  Frame, Grate & Hood Frame  Neenah.............  K00004141.
                                    Cope.
Georgia..........................  Frame, Grate & Hood Frame  Neenah.............  K55551478.
                                    Cope.
Georgia..........................  Frame, Grate & Hood Lid/   Neenah.............  D99992445.
                                    Grate Drag.
Georgia..........................  Frame, Grate & Hood Lid/   Neenah.............  D22212304.
                                    Grate Drag.
Georgia..........................  Frame, Grate & Hood Lid/   Neenah.............  K99992444.
                                    Grate Cope.
Georgia..........................  Frame, Grate & Hood Lid/   Neenah.............  K22212305.
                                    Grate Cope.
Georgia..........................  Frame, Grate & Hood Other  Neenah.............  D00004132.
                                    Cope.
Georgia..........................  Frame, Grate & Hood Other  Neenah.............  K00004132.
                                    Drag.

[[Page 58948]]

 
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Frame Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Frame Cope.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550515.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550517.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550519.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550525.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550528.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  D55550529.
                                    Lid/Grate Drag.
Georgia..........................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
North Carolina...................  Tree Grate Frame Drag....  Neenah.............  D85006060.
North Carolina...................  Tree Grate Frame Cope....  Neenah.............  K85006060.
North Carolina...................  Tree Grate Frame Cope....  Neenah.............  K85004848/7272.
North Carolina...................  Tree Grate Lid/Grate Drag  Neenah.............  D87070001.
North Carolina...................  Tree Grate Lid/Grate Drag  Neenah.............  D88150001.
North Carolina...................  Tree Grate Lid/Grate Cope  Neenah.............  K87070002.
North Carolina...................  Tree Grate Lid/Grate Cope  Neenah.............  K88150001.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Frame Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Frame Cope.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550515.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550517.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550518.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550519.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550525.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550528.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  D55550541.
                                    Lid/Grate Drag.
North Carolina...................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
South Carolina...................  Tree Grate Frame Drag....  Neenah.............  D85006060.
South Carolina...................  Tree Grate Frame Cope....  Neenah.............  K85006060.
South Carolina...................  Tree Grate Frame Cope....  Neenah.............  K85004848.
South Carolina...................  Tree Grate Lid/Grate Drag  Neenah.............  D87120001.
South Carolina...................  Tree Grate Lid/Grate Drag  Neenah.............  D87420001.
South Carolina...................  Tree Grate Lid/Grate Cope  Neenah.............  K87120001.
South Carolina...................  Tree Grate Other Cope....  Neenah.............  D99991154.
South Carolina...................  Tree Grate Other Drag....  Neenah.............  K99991155.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Frame Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Frame Cope.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550515.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550517.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550525.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  D55550528.
                                    Lid/Grate Drag.
South Carolina...................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
Virginia.........................  Ring and Cover Frame Drag  Neenah.............  D99991598.
Virginia.........................  Ring and Cover Frame Drag  Neenah.............  D55550230.
Virginia.........................  Ring and Cover Frame Cope  Neenah.............  K99991597.
Virginia.........................  Ring and Cover Frame Cope  Neenah.............  K55550273.
Virginia.........................  Ring and Cover Lid/Grate   Neenah.............  D55550751.
                                    Drag.
Virginia.........................  Ring and Cover Lid/Grate   Neenah.............  D55550625.
                                    Drag.
Virginia.........................  Ring and Cover Lid/Grate   Neenah.............  K55550752.
                                    Cope.
Virginia.........................  Ring and Cover Lid/Grate   Neenah.............  K55550626.
                                    Cope.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Lid/Grate Frame Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Lid/Grate Frame Cope.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550515.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550517.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550519.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550525.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550528.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  D55550541.
                                    Lid/Grate Drag.
Virginia.........................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
Indiana..........................  Frame, Grate & Hood Frame  Neenah.............  D99999939.
                                    Drag.
Indiana..........................  Frame, Grate & Hood Frame  Neenah.............  K32900009.
                                    Cope.
Indiana..........................  Frame, Grate & Hood Lid/   Neenah.............  D99991297.
                                    Grate Drag.
Indiana..........................  Frame, Grate & Hood Lid/   Neenah.............  K99991298.
                                    Grate Cope.
Indiana..........................  Frame, Grate & Hood Other  Neenah.............  D30670003.
                                    Cope.
Indiana..........................  Frame, Grate & Hood Other  Neenah.............  K32957002.
                                    Drag.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D16532000.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99992349.

[[Page 58949]]

 
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99992184.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99992181.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99992576.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99991437.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D15602001.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99991269.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D15602004.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99999835.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D99992172.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D17400006.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D15582000.
New Jersey.......................  Ring Frame Drag..........  Neenah.............  D55550247.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K16532000.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99991332.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99992184.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99992180.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99991270.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99991436.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99992503.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99991270.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K15602004.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99999977.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K99992171.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K17400006.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K15582000.
New Jersey.......................  Ring Frame Cope..........  Neenah.............  K55550248.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D16532000.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99992349.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99992184.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99992181.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99991437.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D19302318.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D15602001.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D15572010.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D55550676.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99999835.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D99992172.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D17400006.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D17500068.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D17400006.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D15582000.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D17390001.
New Jersey.......................  Ring and Cover Frame Drag  Neenah.............  D55550247.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K16532000.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99991332.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99992184.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99992180.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99991436.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K19302318.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99992503.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K15572010.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K55550677.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99999977.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K99992171.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K17400006.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K17500068.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K17400006.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K15582000.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K17390001.
New Jersey.......................  Ring and Cover Frame Cope  Neenah.............  K55550248.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991069.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99992179.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99992179.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99992179.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991046.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D19302318.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991323.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991919.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991919.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99991234.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99992174.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99999735.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99999355.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99999735.
                                    Drag.

[[Page 58950]]

 
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99992179.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D99999735.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  D55550197.
                                    Drag.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991070.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999467.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999467.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999467.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991047.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K19302318.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991314.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991039.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991039.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999335.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99991140.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999734.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999112.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999734.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99999467.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K99998952.
                                    Cope.
New Jersey.......................  Ring and Cover Lid/Grate   Neenah.............  K55550148.
                                    Cope.
New Jersey.......................  Ring and Grate Frame Drag  Neenah.............  D99991454.
New Jersey.......................  Ring and Grate Frame Drag  Neenah.............  D99992172.
New Jersey.......................  Ring and Grate Frame Drag  Neenah.............  D99991454.
New Jersey.......................  Ring and Grate Frame Drag  Neenah.............  D99992172.
New Jersey.......................  Ring and Grate Frame Cope  Neenah.............  K99991455.
New Jersey.......................  Ring and Grate Frame Cope  Neenah.............  K99992171.
New Jersey.......................  Ring and Grate Lid/Grate   Neenah.............  D25600016.
                                    Drag.
New Jersey.......................  Ring and Grate Lid/Grate   Neenah.............  D22224638.
                                    Drag.
New Jersey.......................  Ring and Grate Lid/Grate   Neenah.............  K25600016.
                                    Cope.
New Jersey.......................  Ring and Grate Lid/Grate   Neenah.............  K22224639.
                                    Cope.
New Jersey.......................  Frame Frame Drag.........  Neenah.............  D35890006.
New Jersey.......................  Frame Frame Drag.........  Neenah.............  D00004371.
New Jersey.......................  Frame Frame Cope.........  Neenah.............  K35890006.
New Jersey.......................  Frame Frame Cope.........  Neenah.............  K00004371.
New Jersey.......................  Frame and Cover Frame      Neenah.............  D18780038.
                                    Drag.
New Jersey.......................  Frame and Cover Frame      Neenah.............  D99991272.
                                    Drag.
New Jersey.......................  Frame and Cover Frame      Neenah.............  K18780038.
                                    Cope.
New Jersey.......................  Frame and Cover Frame      Neenah.............  K99991272.
                                    Cope.
New Jersey.......................  Frame and Cover Lid/Grate  Neenah.............  D18780071.
                                    Drag.
New Jersey.......................  Frame and Cover Lid/Grate  Neenah.............  D22224904.
                                    Drag.
New Jersey.......................  Frame and Cover Lid/Grate  Neenah.............  K99055036.
                                    Cope.
New Jersey.......................  Frame and Cover Lid/Grate  Neenah.............  K22224905.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D32660001.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D18780063.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D35890002A.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D99999539.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D18780030.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D99999349.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D99999349.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D00004370.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D55550951.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D00004371.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  D34052303.
                                    Drag.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K96025042.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K18780063.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K99991067.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K99999538.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K18780030.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K99999348.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K99999348.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K00004370.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K55550950.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K00004371.
                                    Cope.
New Jersey.......................  Frame and Grate Frame      Neenah.............  K34052303.
                                    Cope.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D32660002.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D18780065.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D48083011.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D18783054.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D18780032.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D99993081.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  D55551466.
                                    Drag.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K32660002.
                                    Cope.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K96125042.
                                    Cope.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K48083011.
                                    Cope.

[[Page 58951]]

 
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K18783054.
                                    Cope.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K18780032.
                                    Cope.
New Jersey.......................  Frame and Grate Lid/Grate  Neenah.............  K55551467.
                                    Cope.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  D00004371.
                                    Frame Drag.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  K00004371.
                                    Frame Cope.
New Jersey.......................  Frame, Grate and Hood Lid/ Neenah.............  D55551466.
                                    Grate Drag.
New Jersey.......................  Frame, Grate and Hood Lid/ Neenah.............  K55551467.
                                    Grate Cope.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  D55550936.
                                    Other Cope.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  D55550938.
                                    Other Cope.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  K55550935.
                                    Other Drag.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  K55550937.
                                    Other Drag.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  D55550942.
                                    Other 2 Cope.
New Jersey.......................  Frame, Grate and Hood      Neenah.............  K55550941.
                                    Other 2 Drag.
New Jersey.......................  Trench Frame Frame Drag..  Neenah.............  D55550509.
New Jersey.......................  Trench Frame Frame Cope..  Neenah.............  D55550510.
New Jersey.......................  Trench Frame and Grate     Neenah.............  D55550509.
                                    Frame Drag.
New Jersey.......................  Trench Frame and Grate     Neenah.............  D55550510.
                                    Frame Cope.
New Jersey.......................  Trench Frame and Grate     Neenah.............  D55550516.
                                    Lid/Grate Drag.
New Jersey.......................  Trench Frame and Grate     Neenah.............  D55550527.
                                    Lid/Grate Drag.
New Jersey.......................  Trench Frame and Grate     Neenah.............  Flat Back Cope.
                                    Lid/Grate Cope.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D22226929.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D99991066.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550516.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D99992035.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550515.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550516.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550519.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550525.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550527.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55550528.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D55551466.
New Jersey.......................  Grate Lid/Grate Drag.....  Neenah.............  D22224776.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  K22226930.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  K99999184.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  Flat Back Cope.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  K99992036.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  K55551467.
New Jersey.......................  Grate Lid/Grate Cope.....  Neenah.............  K22224778.
New Jersey.......................  Tree Grate Frame Drag....  Neenah.............  D85006060.
New Jersey.......................  Tree Grate Frame Drag....  Neenah.............  D85003636A.
New Jersey.......................  Tree Grate Frame Drag....  Neenah.............  D85003030.
New Jersey.......................  Tree Grate Frame Cope....  Neenah.............  K85004848.
New Jersey.......................  Tree Grate Frame Cope....  Neenah.............  K85003636.
New Jersey.......................  Tree Grate Frame Cope....  Neenah.............  K48808001.
New Jersey.......................  Tree Grate Frame Cope....  Neenah.............  K85007272.
New Jersey.......................  Tree Grate Frame Cope....  Neenah.............  K85006060.
New Jersey.......................  Tree Grate Lid/Grate Drag  Neenah.............  D87080017.
New Jersey.......................  Tree Grate Lid/Grate Drag  Neenah.............  D87040010.
New Jersey.......................  Tree Grate Lid/Grate Drag  Neenah.............  D99991403.
New Jersey.......................  Tree Grate Lid/Grate Drag  Neenah.............  D87150002.
New Jersey.......................  Tree Grate Lid/Grate Drag  Neenah.............  D87120001.
New Jersey.......................  Tree Grate Lid/Grate Cope  Neenah.............  K87080017.
New Jersey.......................  Tree Grate Lid/Grate Cope  Neenah.............  K87040010.
New Jersey.......................  Tree Grate Lid/Grate Cope  Neenah.............  K99991404.
New Jersey.......................  Tree Grate Lid/Grate Cope  Neenah.............  K87150002.
New Jersey.......................  Tree Grate Lid/Grate Cope  Neenah.............  K87120001.
New Jersey.......................  Tree Grate Other Cope....  Neenah.............  D99991154.
New Jersey.......................  Tree Grate Other Drag....  Neenah.............  K99991155.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99999735.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99991046.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99991323.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99991069.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99999710.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99992179.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99992190.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99992174.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99992174.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99991234.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99991919.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99999290.
New Jersey.......................  Cover Lid/Grate Drag.....  Neenah.............  D99992467.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99999734.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99991047.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99991314.

[[Page 58952]]

 
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99991070.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99999709.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99999467.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99991140.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99992173.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99999335.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99991039.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99999648.
New Jersey.......................  Cover Lid/Grate Cope.....  Neenah.............  K99992465.
New Jersey.......................  Back Plate Other 2 Cope..  Neenah.............  D55550942.
New Jersey.......................  Back Plate Other 2 Drag..  Neenah.............  K55550941.
New Jersey.......................  6'' Curb Hood Other Cope.  Neenah.............  D55550936.
New Jersey.......................  6'' Curb Hood Other Drag.  Neenah.............  K55550935.
New Jersey.......................  8'' Curb Hood Other Cope.  Neenah.............  D55550938.
New Jersey.......................  8'' Curb Hood Other Drag.  Neenah.............  K55550937.
New York.........................  Ring Frame Drag..........  Neenah.............  D99992172.
New York.........................  Ring Frame Cope..........  Neenah.............  K99992171.
New York.........................  Ring and Cover Frame Drag  Neenah.............  D15572010.
New York.........................  Ring and Cover Frame Cope  Neenah.............  K15572010.
New York.........................  Ring and Cover Lid/Grate   Neenah.............  D99991919.
                                    Drag.
New York.........................  Ring and Cover Lid/Grate   Neenah.............  K99991039.
                                    Cope.
New York.........................  Frame Frame Drag.........  Neenah.............  D31922000.
New York.........................  Frame Frame Cope.........  Neenah.............  K31922000.
New York.........................  Frame and Cover Frame      Neenah.............  D99991272.
                                    Drag.
New York.........................  Frame and Cover Frame      Neenah.............  K99991272.
                                    Cope.
New York.........................  Frame and Cover Lid/Grate  Neenah.............  D22224904.
                                    Drag.
New York.........................  Frame and Cover Lid/Grate  Neenah.............  K22224905.
                                    Cope.
New York.........................  Grate Lid/Grate Drag.....  Neenah.............  D22224638.
New York.........................  Grate Lid/Grate Drag.....  Neenah.............  D99992035.
New York.........................  Grate Lid/Grate Cope.....  Neenah.............  K22224639.
New York.........................  Grate Lid/Grate Cope.....  Neenah.............  K99992036.
New York.........................  Cover Lid/Grate Drag.....  Neenah.............  D99992174.
New York.........................  Cover Lid/Grate Cope.....  Neenah.............  K99991140.
New York.........................  Cover Lid/Grate Cope.....  Neenah.............  K99992173.
New York.........................  Curb Hood Other Cope.....  Neenah.............  D31937000.
New York.........................  Curb Hood Other Drag.....  Neenah.............  K31937000.
Tennessee........................  Frame, Grate & Hood Frame  Neenah.............  D99999939.
                                    Drag.
Tennessee........................  Frame, Grate & Hood Frame  Neenah.............  K32900009.
                                    Cope.
Tennessee........................  Frame, Grate & Hood Lid/   Neenah.............  D99991297.
                                    Grate Drag.
Tennessee........................  Frame, Grate & Hood Lid/   Neenah.............  K99991298.
                                    Grate Cope.
Tennessee........................  Frame, Grate & Hood Other  Neenah.............  D30670003.
                                    Cope.
Tennessee........................  Frame, Grate & Hood Other  Neenah.............  K32957002.
                                    Drag.
Indiana..........................  Ring Frame/Ring..........  USF................  1116.
Indiana..........................  Ring Frame/Ring..........  USF................  159.
Indiana..........................  Ring Frame/Ring..........  USF................  234.
Indiana..........................  Ring Frame/Ring..........  USF................  755.
Indiana..........................  Adjusting Ring Frame/Ring  USF................  2305.
Indiana..........................  Adjusting Ring Frame/Ring  USF................  2307.
Indiana..........................  Ring and Cover Frame/Ring  USF................  1014.
Indiana..........................  Ring and Cover Frame/Ring  USF................  159.
Indiana..........................  Ring and Cover Frame/Ring  USF................  206.
Indiana..........................  Ring and Cover Frame/Ring  USF................  755.
Indiana..........................  Ring and Cover Cover/      USF................  YT.
                                    Grate.
Indiana..........................  Ring and Cover Cover/      USF................  QJ.
                                    Grate.
Indiana..........................  Ring and Cover Cover/      USF................  TL.
                                    Grate.
Indiana..........................  Ring and Cover Cover/      USF................  NC.
                                    Grate.
Indiana..........................  Ring and Grate Frame/Ring  USF................  755.
Indiana..........................  Ring and Grate Cover/      USF................  5692.
                                    Grate.
Indiana..........................  Ring and Grate Cover/      USF................  5693.
                                    Grate.
Indiana..........................  Ring and Grate Cover/      USF................  5755.
                                    Grate.
Indiana..........................  Frame and Grate Frame/     USF................  4008.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  4137.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  4144.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  4186.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  4628.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  4672.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  5254.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  5254.
                                    Ring.
Indiana..........................  Frame and Grate Frame/     USF................  5385.
                                    Ring.
Indiana..........................  Frame and Grate Cover/     USF................  6008.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6237.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6364.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6186.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6132.
                                    Grate.

[[Page 58953]]

 
Indiana..........................  Frame and Grate Cover/     USF................  6262.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6233.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6362.
                                    Grate.
Indiana..........................  Frame and Grate Cover/     USF................  6285.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Frame/ USF................  5235.
                                    Ring.
Indiana..........................  Frame, Grate & Hood Frame/ USF................  5239.
                                    Ring.
Indiana..........................  Frame, Grate & Hood Frame/ USF................  5239.
                                    Ring.
Indiana..........................  Frame, Grate & Hood Frame/ USF................  5249.
                                    Ring.
Indiana..........................  Frame, Grate & Hood Frame/ USF................  5252.
                                    Ring.
Indiana..........................  Frame, Grate & Hood Cover/ USF................  6132.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Cover/ USF................  6139.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Cover/ USF................  6361.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Cover/ USF................  6029.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Cover/ USF................  6367.
                                    Grate.
Indiana..........................  Frame, Grate & Hood Curb   USF................  5233.
                                    Hood/Other.
Indiana..........................  Frame, Grate & Hood Curb   USF................  5241.
                                    Hood/Other.
Indiana..........................  Frame, Grate & Hood Curb   USF................  5248.
                                    Hood/Other.
Indiana..........................  Frame, Grate & Hood Curb   USF................  5251.
                                    Hood/Other.
Indiana..........................  Beehive Grate Cover/Grate  USF................  5632.
Indiana..........................  Beehive Grate Cover/Grate  USF................  5633.
Indiana..........................  Beehive Grate Cover/Grate  USF................  5693.
Indiana..........................  Beehive Grate Cover/Grate  USF................  5697.
Indiana..........................  Grate Cover/Grate........  USF................  5690.
Indiana..........................  Grate Cover/Grate........  USF................  5692.
Indiana..........................  Grate Cover/Grate........  USF................  6006.
Indiana..........................  Grate Cover/Grate........  USF................  6036.
Indiana..........................  Grate Cover/Grate........  USF................  6262.
Indiana..........................  Grate Cover/Grate........  USF................  6368.
Indiana..........................  Cover Cover/Grate........  USF................  CU.
Indiana..........................  Cover Cover/Grate........  USF................  NC.
Indiana..........................  Cover Cover/Grate........  USF................  QJ.
Indiana..........................  Cover Cover/Grate........  USF................  QQ.
Indiana..........................  2'x2' Detectable Wrn       USF................  DWP1.
                                    Plate Curb Hood/Other.
Indiana..........................  2'x3' Detectable Wrn       USF................  DWP2.
                                    Plate Curb Hood/Other.
New Jersey.......................  Ring and Cover Frame/Ring  USF................  769.
New Jersey.......................  Ring and Cover Cover/      USF................  OY.
                                    Grate.
New York.........................  Ring and Cover Frame/Ring  USF................  769.
New York.........................  Ring and Cover Cover/      USF................  OY.
                                    Grate.
Tennessee........................  Ring and Cover Frame/Ring  USF................  117.
Tennessee........................  Ring and Cover Frame/Ring  USF................  755.
Tennessee........................  Ring and Cover Frame/Ring  USF................  763.
Tennessee........................  Ring and Cover Frame/Ring  USF................  769.
Tennessee........................  Ring and Cover Frame/Ring  USF................  1218.
Tennessee........................  Ring and Cover Frame/Ring  USF................  668.
Tennessee........................  Ring and Cover Cover/      USF................  VQ.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  NC.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  OO.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  OY.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  GD.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  LU.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  OT.
                                    Grate.
Tennessee........................  Ring and Cover Cover/      USF................  KL.
                                    Grate.
Tennessee........................  Frame and Grate Frame/     USF................  4659.
                                    Ring.
Tennessee........................  Frame and Grate Frame/     USF................  4661.
                                    Ring.
Tennessee........................  Frame and Grate Frame/     USF................  4662.
                                    Ring.
Tennessee........................  Frame and Grate Cover/     USF................  6336.
                                    Grate.
Tennessee........................  Frame and Grate Cover/     USF................  6495.
                                    Grate.
Tennessee........................  Frame and Grate Cover/     USF................  6339.
                                    Grate.
Tennessee........................  Frame and Grate Cover/     USF................  6341.
                                    Grate.
Maryland.........................  Ring Frame/Ring..........  USF................  288.
Maryland.........................  Ring Frame/Ring..........  USF................  407.
Maryland.........................  Ring Frame/Ring..........  USF................  424.
Maryland.........................  Ring Frame/Ring..........  USF................  430.
Maryland.........................  Ring Frame/Ring..........  USF................  479.
Maryland.........................  Ring Frame/Ring..........  USF................  930.
Maryland.........................  Ring Frame/Ring..........  USF................  1116.
Maryland.........................  Ring and Cover Frame/Ring  USF................  288.
Maryland.........................  Ring and Cover Frame/Ring  USF................  479.
Maryland.........................  Ring and Cover Frame/Ring  USF................  755.
Maryland.........................  Ring and Cover Frame/Ring  USF................  1028.
Maryland.........................  Ring and Cover Frame/Ring  USF................  1162.
Maryland.........................  Ring and Cover Frame/Ring  USF................  1301.
Maryland.........................  Ring and Cover Cover/      USF................  QV.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  RP.
                                    Grate.

[[Page 58954]]

 
Maryland.........................  Ring and Cover Cover/      USF................  RR.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  AZ.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  NC.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  RG.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  DV.
                                    Grate.
Maryland.........................  Ring and Cover Cover/      USF................  DE.
                                    Grate.
Maryland.........................  Frame Frame/Ring.........  USF................  4050.
Maryland.........................  Frame Frame/Ring.........  USF................  4051.
Maryland.........................  Valve Box and Cover......  USF................  7631.
Maryland.........................  Valve Box and Cover Cover/ USF................  QF.
                                    Grate.
Maryland.........................  Cover Cover/Grate........  USF................  WZ.
Maryland.........................  Cover Cover/Grate........  USF................  QV.
Maryland.........................  Cover Cover/Grate........  USF................  RP.
Maryland.........................  Cover Cover/Grate........  USF................  RR.
North Carolina...................  Detectable Wrn Plt Curb    USF................  DWP1.
                                    Hood/Other.
Virginia.........................  Detectable Wrn Plt Curb    USF................  DWP1.
                                    Hood/Other.
----------------------------------------------------------------------------------------------------------------

United States District Court for the District of Columbia

    United States of America, Plaintiff, v. Neenah Enterprises, 
Inc., U.S. Holdings, Inc., and U.S. Foundry And Manufacturing 
Corporation, Defendants.

Case No. 1:21-cv-02701

Competitive Impact Statement

    In accordance with the Antitrust Procedures and Penalties Act, 15 
U.S.C. 16(b)-(h) (the ``APPA'' or ``Tunney Act''), the United States of 
America files this Competitive Impact Statement relating to the 
proposed Final Judgment filed in this civil antitrust proceeding.

I. Nature and Purpose of the Proceeding

    On March 9, 2021, Defendant Neenah Enterprises, Inc. (``NEI'') 
entered into a binding agreement with Defendant U.S. Holdings, Inc. to 
acquire substantially all of the assets of its wholly-owned subsidiary 
U.S. Foundry and Manufacturing Corporation (``US Foundry'') for 
approximately $110 million. The United States filed a civil antitrust 
Complaint on October 14, 2021 seeking to enjoin the proposed 
transaction. The Complaint alleges that the likely effect of this 
transaction would be to substantially lessen competition in the design, 
production, and sale of gray iron municipal castings in Alabama, 
Florida, Georgia, Indiana, Maryland, New Jersey, New York, North 
Carolina, South Carolina, Tennessee, and Virginia (the ``overlap 
states'') in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.
    At the same time the Complaint was filed, the United States filed a 
proposed Final Judgment and an Asset Preservation Stipulation and Order 
(``Stipulation and Order''), which are designed to remedy the loss of 
competition alleged in the Complaint.
    Under the proposed Final Judgment, which is explained more fully 
below, Defendants are required to divest over 500 patterns or molds 
used to produce gray iron municipal castings sold in the overlap states 
(``Divestiture Patterns''), along with all drawings, measurements, 
specifications, licenses, permits, certifications, and approvals 
relating to or used in connection with the Divestiture Patterns. Under 
the terms of the Stipulation and Order, Defendants must take certain 
steps to ensure that, until final delivery to an acquirer, the 
Divestiture Patterns are maintained in operable condition so they can 
be used by the acquirer as part of a viable, ongoing business of the 
design, production, and sale, including distribution, of gray iron 
municipal castings.
    The United States and Defendants have stipulated that the proposed 
Final Judgment may be entered after compliance with the APPA. Entry of 
the proposed Final Judgment will terminate this action, except that the 
Court will retain jurisdiction to construe, modify, or enforce the 
provisions of the proposed Final Judgment and to punish violations 
thereof.

II. Description of Events Giving Rise to the Alleged Violation

(A) Defendants and the Proposed Transaction

    NEI and US Foundry are U.S. corporations based in Neenah, 
Wisconsin, and Medley, Florida, respectively, that each own and operate 
iron casting foundries that design, produce, and sell gray iron 
municipal castings for several purposes. US Foundry is a wholly-owned 
subsidiary of Defendant U.S. Holdings, Inc. NEI had 2020 revenues of 
$343.3 million, of which approximately $152 million was derived from 
gray iron municipal castings. US Foundry had 2020 revenues of 
approximately $90 million, of which approximately $73 million was 
derived from gray iron municipal castings. Gray iron municipal castings 
are customized molded iron products produced at iron foundries and 
include products such as manhole covers and frames, drainage grates, 
inlets, and tree grates. These castings include manhole covers and 
frames used to access subterranean areas, and various grates and drains 
used to direct water in roadway, parking, and industrial areas. 
Pursuant to a Transaction Agreement dated March 9, 2021, NEI intends to 
acquire all of US Foundry's gray iron municipal castings business for 
approximately $110 million.

(B) The Competitive Effects of the Transaction

    The Complaint alleges that the combination of NEI and US Foundry 
will lead to anticompetitive effects in the market for the design, 
production, and sale of gray iron municipal castings in the overlap 
states.
a. Relevant Product Market
    The Complaint alleges that the sale of gray iron municipal castings 
constitutes a line of commerce within the meaning of Section 7 of the 
Clayton Act, 15 U.S.C. 18. Gray iron municipal castings are customized 
to a purchaser's specifications for the physical characteristics of 
these products, including strength, width, length, and any 
distinguishing marks, such as municipal logos. Customer specifications 
are used by the manufacturer to make a reusable pattern that is an 
exact replica of the final product. During the casting process, 
reusable patterns are pressed into a sand mold box to create an 
impression in the sand. After the pattern is removed, molten iron is 
poured into the sand mold to create the casting. The casting is then 
removed, cooled, and finished by shot-blasting or other machining 
before being shipped to the customer.

[[Page 58955]]

    Gray iron municipal castings are used most often in construction 
and infrastructure projects, with smaller volumes used for maintenance 
or repair purposes. A state department of transportation (``DOT''), 
county, or municipality typically determines the specifications of the 
gray iron municipal castings that can be used in projects within its 
authority. Municipalities and counties often adopt the relevant DOT's 
technical specifications, and commercial projects may choose to adopt 
DOT specifications even when not required. A DOT, county, or 
municipality also may have a qualified product list that identifies 
approved patterns and manufacturers for specific gray iron municipal 
castings.
    As alleged in the Complaint, there are no functional or economic 
substitutes for gray iron municipal castings, which are customized 
according to unique specifications designed to meet the customer's 
goals of subterranean access or water drainage as part of an integrated 
and possibly complex public infrastructure project. For example, a 
state DOT will specify the exact dimensions and structural requirements 
of each casting for all DOT construction products. Other customers, 
such as counties or municipalities within a state, will often use state 
DOT specifications for size and structural integrity, but will further 
customize their gray iron municipal castings by including the town name 
or other distinguishing marks on the casting or by specifying custom 
shapes for lifting holes. These customer-specified requirements mean 
that gray iron municipal castings made for a particular project or 
municipality typically cannot be used on other projects or in other 
areas.
    The Complaint alleges that, because there are no reasonable 
substitutes for gray iron municipal castings, a hypothetical monopolist 
of gray iron municipal castings could profitably impose a small but 
significant increase in price without losing significant sales to 
alternative products. The sale of gray iron municipal castings 
therefore constitutes a line of commerce within the meaning of Section 
7 of the Clayton Act, 15 U.S.C. 18
b. Relevant Geographic Market
    The Complaint alleges that both NEI and US Foundry have committed 
significant capital to develop specific patterns for gray iron 
municipal castings used by customers in the overlap states and have 
made substantial investments to develop an efficient distribution 
network in those states for their gray iron municipal castings. Custom-
designed castings mean that buyers cannot successfully use gray iron 
municipal castings designed for projects outside the overlap states for 
projects within the overlap states. As a result, customers cannot buy 
gray iron municipal castings designed for projects outside the overlap 
states to avoid a higher price charged by foundries designing castings 
for projects within the overlap states.
    As alleged in the Complaint, a hypothetical monopolist of gray iron 
municipal castings sold to customers in the overlap states could 
profitably impose a small but significant increase in the price of gray 
iron municipal castings without losing significant sales to product 
substitution or arbitrage. The sale of gray iron municipal castings to 
customers in the overlap states therefore constitutes a relevant market 
within the meaning of Section 7 of the Clayton Act, 15 U.S.C. 18.
c. Anticompetitive Effects of the Proposed Transaction
    The Complaint alleges that NEI and US Foundry compete for sales of 
gray iron municipal castings primarily on the basis of price, quality, 
and speed of delivery. This competition has resulted in lower prices, 
higher quality, and shorter delivery times. This competition has been 
particularly important to customers in the overlap states where NEI and 
US Foundry compete today.
    In the overlap states, NEI and US Foundry have developed hundreds 
of approved patterns and are two of only three firms with a significant 
presence in the design, production, and sale of gray iron municipal 
castings. Both NEI and US Foundry consistently bid on customer 
contracts in the overlap states, and customers use the competition 
between the two firms to obtain lower prices, higher quality, and 
shorter delivery times.
    While there are other firms that occasionally compete for contracts 
in the overlap states, these fringe competitors typically have a small 
presence and are unlikely to replace the competition lost by the 
proposed transaction. Other than NEI, US Foundry, and one other firm, 
smaller competitors have not invested the time and money to develop, 
seek approval for, and produce the hundreds of patterns necessary to 
compete consistently for projects in the overlap states nor have they 
invested in distribution for castings within those states. Thus, the 
transaction would reduce the number of significant competitors in the 
overlap states from three to two and leave only one other significant 
competitor as an alternative to the merged firm. Faced with only one 
significant alternate supplier, the merged firm likely would have the 
incentive and ability to increase prices, lower quality, and increase 
delivery times in the overlap states.
d. Difficulty of Entry
    The Complaint alleges that sufficient, timely entry of additional 
competitors into the market for gray iron municipal castings in the 
overlap states is unlikely. A new entrant would have to invest 
substantial capital equipment and human resources in order to build new 
production facilities, sales infrastructure, and distribution networks 
for gray iron municipal castings. To be competitively viable, a new 
entrant would need to construct a foundry or establish production lines 
at an existing foundry capable of manufacturing the castings, as well 
as establish a system of regional distribution. This process would be 
capital intensive and likely take years to complete.
    Similarly, a firm currently making gray iron municipal castings for 
use outside the overlap states is unlikely to expand into the overlap 
states. This is because such an entrant would not have proven or 
approved designs and patterns or established local distribution. It is 
highly unlikely that new entrants or firms thinking of geographic 
expansion would invest the time and money needed to create a portfolio 
of new, as-yet unapproved designs and patterns of sufficient scale to 
compete in the overlap states on the speculative possibility of 
attracting enough new business to justify the investment.
    As a result, entry or expansion into the market for gray iron 
municipal castings in the overlap states would not be timely, likely, 
or sufficient to defeat the anticompetitive effects likely to result 
from the combination of NEI and US Foundry.

III. Explanation of the Proposed Final Judgment

    The relief required by the proposed Final Judgment will remedy the 
loss of competition alleged in the Complaint by the timely 
establishment of an independent and economically viable competitor in 
the market for the design, production, and sale, including 
distribution, of gray iron municipal castings in the overlap states. 
Paragraph IV.A of the proposed Final Judgment requires Defendants, 
within 30 calendar days after the entry of the Stipulation and Order by 
the Court, to divest the Divestiture Assets to D&L Foundry, Inc., or an 
alternative acquirer acceptable to

[[Page 58956]]

the United States, in its sole discretion. Paragraph IV.B allows the 
United States, in its sole discretion, to consent to one or more 
extensions of this 30-day period not to exceed 60 calendar days in 
total.

(A) Divestiture Assets

    The Divestiture Assets, which are defined in Paragraph II.G of the 
proposed Final Judgment, consist of over 500 gray iron municipal 
casting patterns currently owned by NEI or US Foundry and identified in 
Appendix A of the proposed Final Judgment (``Divestiture Patterns''). 
Along with the Divestiture Patterns themselves, the Divestiture Assets 
also include all drawings, measurements, specifications, licenses, 
permits, certifications, approvals, consents, registrations, waivers, 
authorizations, and pending applications or renewals for the same, 
relating to or used in connection with the Divestiture Patterns.
    The Divestiture Patterns include a set of all patterns owned both 
by NEI and US Foundry and used by either NEI or US Foundry to produce 
gray iron municipal castings that generated sales of 50 or more 
castings by either NEI or US Foundry in the overlap states between 2019 
and 2020. The Divestiture Assets will provide a qualified acquirer with 
all the assets, including the patterns and related documentation, 
needed to quickly and effectively compete at scale in the design, 
production, and sale of gray iron municipal castings in the overlap 
states.
Divestiture Provisions
    Defendants are required to use best efforts to act expeditiously 
(Paragraph IV.B), to divest the Divestiture Assets in such a way as to 
satisfy the United States, in its sole discretion, that the Divestiture 
Assets will be used as a part of a viable ongoing business for the 
design, production, and sale, including distribution, of gray iron 
municipal castings in the overlap states and will remedy the 
competitive harm alleged in the Complaint (Paragraph IV.C). The 
divestiture must be made to an acquirer that, in the United States' 
sole judgment, has the intent and capability to compete effectively in 
the design, production, and sale, including distribution, of gray iron 
municipal castings in the overlap states (Paragraph IV.D) and that none 
of the terms of any agreement between acquirer and Defendants gives 
Defendants the ability to interfere in the acquirer's efforts to 
compete effectively in the design, production, and sale, including 
distribution, of gray iron municipal castings (Paragraph IV.E). If 
Defendants attempt to divest to an acquirer other than D&L Foundry, 
Paragraphs IV.F and IV.G require Defendants to make certain information 
available to other prospective acquirers, including a copy of the 
proposed Final Judgment. The United States has the sole discretion to 
approve an alternative acquirer (Paragraph IV.A).
    Paragraph IV.H of the proposed Final Judgment ensures that the 
Divestiture Assets are unencumbered and operable on the date of their 
transfer to the acquirer. Paragraph IV.I requires that Defendants use 
best efforts to assist acquirer to obtain all necessary licenses, 
registrations, and permits to design, produce, and sell gray iron 
municipal castings using the Divestiture Patterns. Until the acquirer 
obtains the necessary licenses, registrations, and permits for the 
Divestiture Patterns, Defendants must provide the acquirer with the 
benefit of Defendant's licenses, registrations, and permits to the full 
extent permissible by law. Paragraph IV.J ensures that the terms of the 
proposed Final Judgment supersede any terms of agreement between 
Defendants and the acquirer that are inconsistent with the proposed 
Final Judgment.

(B) Divestiture Trustee Provisions

    If Defendants do not accomplish the divestiture within the period 
prescribed in Paragraph IV.A of the proposed Final Judgment, Section V 
of the proposed Final Judgment provides that the Court will appoint a 
divestiture trustee selected by the United States to affect the 
divestiture. If a divestiture trustee is appointed, the proposed Final 
Judgment provides that Defendants must pay all costs and expenses of 
the trustee. The divestiture trustee's compensation must be structured 
so as to provide an incentive for the trustee based on the price and 
terms obtained and the speed with which the divestiture is 
accomplished. After the divestiture trustee's appointment becomes 
effective, the trustee must provide monthly reports to the United 
States setting forth his or her efforts to accomplish the divestiture. 
If the divestiture has not been accomplished within six months of the 
divestiture trustee's appointment, the United States may make 
recommendations to the Court, which will enter such orders as 
appropriate, in order to carry out the purpose of the Final Judgment, 
including by extending the trust or the term of the divestiture 
trustee's appointment by a period requested by the United States.

(C) Compliance and Enforcement Provisions

    The proposed Final Judgment also contains provisions designed to 
promote compliance with and make enforcement of the Final Judgment as 
effective as possible. Paragraph XIII.A provides that the United States 
retains and reserves all rights to enforce the Final Judgment, 
including the right to seek an order of contempt from the Court. Under 
the terms of this paragraph, Defendants have agreed that in any civil 
contempt action, any motion to show cause, or any similar action 
brought by the United States regarding an alleged violation of the 
Final Judgment, the United States may establish the violation and the 
appropriateness of any remedy by a preponderance of the evidence and 
that Defendants have waived any argument that a different standard of 
proof should apply. This provision aligns the standard for compliance 
with the Final Judgment with the standard of proof that applies to the 
underlying offense that the Final Judgment addresses.
    Paragraph XIII.B provides additional clarification regarding the 
interpretation of the provisions of the proposed Final Judgment. The 
proposed Final Judgment is intended to remedy the loss of competition 
the United States alleges would otherwise be harmed by the transaction. 
Defendants agree that they will abide by the proposed Final Judgment 
and that they may be held in contempt of the Court for failing to 
comply with any provision of the proposed Final Judgment that is stated 
specifically and in reasonable detail, as interpreted in light of this 
procompetitive purpose.
    Paragraph XIII.C provides that if the Court finds in an enforcement 
proceeding that a Defendant has violated the Final Judgment, the United 
States may apply to the Court for an extension of the Final Judgment, 
together with such other relief as may be appropriate. In addition, to 
compensate American taxpayers for any costs associated with 
investigating and enforcing violations of the Final Judgment, Paragraph 
XIII.C provides that, in any successful effort by the United States to 
enforce the Final Judgment against a Defendant, whether litigated or 
resolved before litigation, the Defendant must reimburse the United 
States for attorneys' fees, experts' fees, and other costs incurred in 
connection with any effort to enforce the Final Judgment, including the 
investigation of the potential violation.
    Paragraph XIII.D states that the United States may file an action 
against a Defendant for violating the Final Judgment for up to four 
years after the Final Judgment has expired or been terminated. This 
provision is meant to address circumstances such as when evidence that 
a violation of the Final

[[Page 58957]]

Judgment occurred during the term of the Final Judgment is not 
discovered until after the Final Judgment has expired or been 
terminated or when there is not sufficient time for the United States 
to complete an investigation of an alleged violation until after the 
Final Judgment has expired or been terminated. This provision, 
therefore, makes clear that, for four years after the Final Judgment 
has expired or been terminated, the United States may still challenge a 
violation that occurred during the term of the Final Judgment.

(D) Term of the Final Judgment

    Finally, Section XIV of the proposed Final Judgment provides that 
the Final Judgment will expire 10 years from the date of its entry, 
except that after five years from the date of its entry, the Final 
Judgment may be terminated upon notice by the United States to the 
Court and Defendants that the divestiture has been completed and that 
continuation of the Final Judgment is no longer necessary or in the 
public interest.

IV. Remedies Available to Potential Private Plaintiffs

    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 the person has suffered, as well as costs and reasonable 
attorneys' fees. Entry of the proposed Final Judgment neither impairs 
nor assists 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 
proposed 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

    The United States 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 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 60 
days of the date of publication of this Competitive Impact Statement in 
the Federal Register, or the last date of publication in a newspaper of 
the summary of this Competitive Impact Statement, whichever is later. 
All comments received during this period will be considered by the U.S. 
Department of Justice, which remains free to withdraw its consent to 
the proposed Final Judgment at any time before the Court's entry of the 
Final Judgment. The comments and the response of the United States will 
be filed with the Court. In addition, the comments and the United 
States' responses will be published in the Federal Register unless the 
Court agrees that the United States instead may publish them on the 
U.S. Department of Justice, Antitrust Division's internet website.
    Written comments should be submitted in English to: Jay Owen, 
Acting Chief, Defense, Industrials, and Aerospace Section, Antitrust 
Division, U.S. Department of Justice, 450 Fifth Street NW, Suite 8700, 
Washington, DC 20530.
    The proposed Final Judgment provides that the Court retains 
jurisdiction over this action, and the parties may apply to the Court 
for any order necessary or appropriate for the modification, 
interpretation, or enforcement of the Final Judgment.

VI. Alternatives to the Proposed Final Judgment

    As an alternative to the proposed Final Judgment, the United States 
considered a full trial on the merits against Defendants. The United 
States could have continued the litigation and sought preliminary and 
permanent injunctions against NEI's acquisition of US Foundry. The 
United States is satisfied, however, that the relief required by the 
proposed Final Judgment will remedy the anticompetitive effects alleged 
in the Complaint, preserving competition for the design, production, 
and sale of gray iron municipal castings in those markets. Thus, the 
proposed Final Judgment achieves all or substantially all of the relief 
the United States would have obtained through litigation but avoids the 
time, expense, and uncertainty of a full trial on the merits.

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

    Under the Clayton Act and APPA, proposed Final Judgments or 
``consent decrees'' in antitrust cases brought by the United States are 
subject to a 60-day comment period, after which the Court shall 
determine whether entry of the proposed Final Judgment ``is in the 
public interest.'' 15 U.S.C. 16(e)(1). In making that determination, 
the Court, in accordance with the statute as amended in 2004, is 
required to consider:

    (A) the competitive impact of such judgment, including 
termination of alleged violations, provisions for enforcement and 
modification, duration of 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 consideration of the public benefit, if 
any, to be derived from a determination of the issues at trial.

15 U.S.C. 16(e)(1)(A) & (B). In considering these statutory factors, 
the Court's inquiry is necessarily a limited one as the government is 
entitled to ``broad discretion to settle with the defendant within the 
reaches of the public interest.'' United States v. Microsoft Corp., 56 
F.3d 1448, 1461 (DC Cir. 1995); United States v. U.S. Airways Grp., 
Inc., 38 F. Supp. 3d 69, 75 (D.D.C. 2014) (explaining that the 
``court's inquiry is limited'' in Tunney Act settlements); United 
States v. InBev N.V./S.A., No. 08-1965 (JR), 2009 U.S. Dist. LEXIS 
84787, at *3 (D.D.C. Aug. 11, 2009) (noting that a court's review of a 
proposed Final Judgment is limited and only inquires ``into whether the 
government's determination that the proposed remedies will cure the 
antitrust violations alleged in the complaint was reasonable, and 
whether the mechanism to enforce the final judgment are clear and 
manageable'').
    As the U.S. Court of Appeals for the District of Columbia Circuit 
has held, under the APPA a court considers, among other things, the 
relationship between the remedy secured and the specific allegations in 
the government's complaint, whether the proposed Final Judgment is 
sufficiently clear, whether its enforcement mechanisms are sufficient, 
and whether it may positively harm third parties. See Microsoft, 56 
F.3d at 1458-62. With respect to the adequacy of the relief secured by 
the proposed Final Judgment, a court may not ``make de novo 
determination of facts and issues.'' United States v. W. Elec. Co., 993 
F.2d 1572, 1577 (DC Cir. 1993) (quotation marks omitted); see also 
Microsoft, 56 F.3d at 1460-62; United States v. Alcoa, Inc., 152 F. 
Supp. 2d 37, 40 (D.D.C. 2001); United States v. Enova Corp., 107 F. 
Supp. 2d 10, 16 (D.D.C. 2000); InBev, 2009 U.S.

[[Page 58958]]

Dist. LEXIS 84787, at *3. Instead, ``[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.'' W. Elec. Co., 993 F.2d at 1577 (quotation marks 
omitted). ``The court should bear in mind the flexibility of the public 
interest inquiry: the court's function is not to determine whether the 
resulting array of rights and liabilities is one that will best serve 
society, but only to confirm that the resulting settlement is within 
the reaches of the public interest.'' Microsoft, 56 F.3d at 1460 
(quotation marks omitted); see also United States v. Deutsche Telekom 
AG, No. 19-2232 (TJK), 2020 WL 1873555, at *7 (D.D.C. Apr. 14, 2020). 
More demanding requirements would ``have enormous practical 
consequences for the government's ability to negotiate future 
settlements,'' contrary to congressional intent. Microsoft, 56 F.3d at 
1456. ``The Tunney Act was not intended to create a disincentive to the 
use of the consent decree.'' Id.
    The United States' predictions about the efficacy of the remedy are 
to be afforded deference by the Court. See, e.g., Microsoft, 56 F.3d at 
1461 (recognizing courts should give ``due respect to the Justice 
Department's . . . view of the nature of its case''); United States v. 
Iron Mountain, Inc., 217 F. Supp. 3d 146, 152-53 (D.D.C. 2016) (``In 
evaluating objections to settlement agreements under the Tunney Act, a 
court must be mindful that [t]he government need not prove that the 
settlements will perfectly remedy the alleged antitrust harms[;] it 
need only provide a factual basis for concluding that the settlements 
are reasonably adequate remedies for the alleged harms.'' (internal 
citations omitted)); United States v. Republic Servs., Inc., 723 F. 
Supp. 2d 157, 160 (D.D.C. 2010) (noting ``the deferential review to 
which the government's proposed remedy is accorded''); United States v. 
Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (``A 
district court must accord due respect to the government's prediction 
as to the effect of proposed remedies, its perception of the market 
structure, and its view of the nature of the case.''). The ultimate 
question is whether ``the remedies [obtained by the Final Judgment are] 
so inconsonant with the allegations charged as to fall outside of the 
`reaches of the public interest.''' Microsoft, 56 F.3d at 1461 (quoting 
W. Elec. Co., 900 F.2d at 309).
    Moreover, the Court's role under the APPA 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; see also U.S. Airways, 
38 F. Supp. 3d at 75 (noting that the court must simply determine 
whether there is a factual foundation for the government's decisions 
such that its conclusions regarding the proposed settlements are 
reasonable); InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (``[T]he 
`public interest' is not to be measured by comparing the violations 
alleged in the complaint against those the court believes could have, 
or even should have, been alleged''). 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. Microsoft, 56 
F.3d at 1459-60.
    In its 2004 amendments to the APPA, Congress made clear its intent 
to preserve the practical benefits of using judgments proposed by the 
United States in antitrust enforcement, Public Law 108-237 Sec.  221, 
and added the unambiguous instruction that ``[n]othing 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); see also U.S. Airways, 38 F. Supp. 3d at 76 
(indicating that a court is not required to hold an evidentiary hearing 
or to permit intervenors as part of its review under the Tunney Act). 
This language explicitly wrote into the statute what Congress intended 
when it first enacted the Tunney Act in 1974. As Senator Tunney 
explained: ``[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 Sen. 
Tunney). ``A court can make its public interest determination based on 
the competitive impact statement and response to public comments 
alone.'' U.S. Airways, 38 F. Supp. 3d at 76 (citing Enova Corp., 107 F. 
Supp. 2d at 17).

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.

    Dated: October 14, 2021.
    Respectfully submitted,

    For Plaintiff
    United States of America:
/s/Bashiri Wilson
Bashiri Wilson (DC Bar #),
Trial Attorney
    United States Department of Justice,
    Antitrust Division,
    Defense, Industrials, and Aerospace Section,
    450 Fifth Street NW, Suite 8700,
    Washington, DC 20530,
    Telephone: (202) 476-0432,
    Facsimile: (202) 514-9033,
    Email: [email protected].
*Lead Attorney to be Noticed.

[FR Doc. 2021-23189 Filed 10-22-21; 8:45 am]
BILLING CODE 4410-11-P