The Electric Auto-Lite Company

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IN THE MATTER OF THE ELECTRIC AUTO-LITE COMPANY FINDINGS AND ORDER IN REGARD TO ~' HE ALLEGED VJOLA~'ION OF SEC. 2 (a) OF THE CLAYTON ACT, AS AMENDED, AND OF THE FEDERAL TRADE COMMISSIO:\ ACT Docket 5624. Complaint, No,"" 2!1, 1945-Decision July 10, 1!158 Where a corporation whith was engaged in the Inanufactul'e and con1petitive interstate sale of certain engine and vehicle )larts and accessories, including, since 1036 spark plugs; numbered alTIOng its customers, to whom it sold spark plugs at varying prices, certain purchasers competition ly engaged as \were some of their customers, in the resale of spark plugs at wholesale or retail; since 1936, together with Cllampion Spark Plug Co. and General Motors Corporation, AC Spark Plug Division, produced and sold about 90 percent of an spark plugs produced aud sold in tlle United States; and, in 1947, made 17.17 percent of all spark plugs-15.77 percent of all replacement plugs, and 26.5 percent of all original equipment plugs-manufactured and used in the United States- In selling spark plugs for replacement to various custOlller classifications, em,. bracing, after August 9, 1948, (1) direct accounts ineludin/( \Varehouse Distribut.ors and Direct ,Jobbers which competed with each other in the sale to certain indirect accounts and to dealers and consumers, competed with vehkle and engine manufacturers who were sold directly, and competed ''.ith respondent' s incljreet accounts in sales to dealers and consumers; and (2) indirect accounts, namely, Registered Jobbers, Contract.Jobbers and Service ,Jobbers, sales to which, lly virtue of the control exercised by respondent, were. essentially sales by respondent, and which were in competition with each other in the resale to retail dealers and COllsUIlerS (a) Discriminated between direct pnrcbasers in that as of Nov. 29, 1948, it sold spark plugs for repJacenlent use to various vehiele and engine manufacturers at 24 cents per plug, whUe invoicing plugs to its 'V warehouse Di8tl' ibutors and Direct .Tobllers at 29 cents, or to Warehouse Distributors at a net price of 24.94 cents, and 27.:05 cents, for resale to Registered .Tohbers and to Contract .Tohbers, respectively;

With the result that such vebiclp and en/(ine manufacturers were enabled by their lower purebasing price to effectively promote the sale of replaeement spark plugs to their own c1istrillution outlets, and tbus deprive \Varehouse Distributors and Direct ,Jollllers of tbe opportunity of sellng to sucll ,ICcounts; and (b) Further discriminated in tbe prices at wbicb it sold spark plugs for rpplacement as between (1) direct purchasers, (2) direct purehasers and indirect purchasers, and (3) indirect purebasers, tbrou/(h their price schedules under wbieh, after Aug. 9, 1948, invoice price to Warehouse Distrihutors was 29 cents and their net prices on sales to Registered Jobbers and Contract .1ohbers, as noted above, were 24.94 Hnc 27.35 cents, respectively; price to Direct .1ohhers and to Hegistered .roh bers was 29 cents, and to Contract Jobllers and Service Jobllers was 3 cents;

&; &; &; &; &; &; ,,,v-,RAL TRADE COMMISSION DECISIONS Findings 50 F. T. C.

Effect of whicb discriminations might he to substantially lessen, injure, destroy or prevent competition betvveen clistolnel'S receiving the benefit of said discriminations and those wbo did not:

Held That such acts and practices, under tbe circumstances set forth, were in violation of subsec. (a) of Sec. 2 of the Clayton Act as amended. Before jJf r. Webster B allingC1' hearing examiner. Mr. L. E. Oreel, J'' and Mr. J. N. Ohapman for the Commission. Rathbone, Pe1"' y, Kelly Drye of New York City, and Mr. George H. Souther' of Toledo, Ohio, for respondent. Willkie, Owen, Farr, Gallagher vValton of New York City, for Kaiser-Frazer Corp., amicus curiae.

Mr. L. Arthur Greenstein and jeff. Dam:el 8. GTeenstein of Philadelphia, Pa., for Berlin Auto Supply Co., amicus curiae. Beaumont, Smith Harris of Detroit, Mich., for Hudson Motor Car Co., amicus curiae.

Oook, Beake, Miller, Wrock OTOSS of Detroit, Mich., for Nash- Kelvinator Corp., amicus curiae.

Bodman, Longley, Bogle, Armst1' ong Dahling, of Detroit, Mieh. for Paekard Motor Car Co., amicus curiae.

Ritter Boesel of Toledo, Ohio, for ';Yillys- Overland Motors, Inc. amicus cunae.

REPORT, FINDINGS AS TO THE FACTS, AND ORDER Pursuant to the provisions of the Federal Trade Commission Act and to the provisions of an Act of Congress entitled "An Act to supplement existing hnvs against unlawful restraints and monopolies, and for other purposes " approved October 15, 1914 (Clayton Act), as amended by an Act of Congress approved .Tune 19, 1936 (Hobinson- Patman Aet), the Federal Trade Commission, on November 29, 1948 issued and subsequently served its complaint in this proceeding upon the respondent, The Electric Auto-Lite Company (incorrectly named in the complaint as "Electric Auto-Lite Company ), charging it in Count I thereof with violation of subsection (a) of Section 2 of the Clayton Act, as amended, and in Count II thereof with violation of Section 5 of the Federal Trade Commission Act. After the issuance of said complaint and the filing of respondent' mswer thereto, counsel supporting the complaint and counsel for repondent entered into certain written stipulations in which it was .ipulated and agreed, among other things, that persons are available ho have knowledge of the facts and if they were called as witnesses ey would testify as set forth therein, and said stipulations and other idence were introdueed before a hearing examiner of the Comssion theretofore duly designated by it. Said stipulations and THE ELECTRIC AUTO-LITE CO.

Findings -other evidence were duly recorded and filed in the offce of the Commission. Thereafter this proceeding regularly came on for final hearing before the Commission upon the complaint, answer thereto, stipulated testimony and other evidence, recommended decision of the hearing examiner and exceptions thereto, written briefs of counsel supporting the complaint, counsel for respondent, and counsel for Kaiser-Frazer Corporation, Hudson Motor Car Company, Nash-Kelvinator Corporation, Packard Motor Car Company, and Wilys-Overland Motors, Inc., as amici curiae, and oral argument of opposing ,counsel; and the Commission, having duly considered the matter and having entered its order disposing of the exceptions to the recommended decision of the hearing examiner, arid being now fully advised in the premises, finds that this proceeding is in the interest of the public and makes this its findings as to the facts and its conclusion drawn therefrom.

FINDINGS AS TO THE FACTS PARAGRAPH 1. Respondent, The Electric Auto-Lite Company (sometimes hereinafter referred to as "Auto-Lite ) is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Ohio, with its principal offce and place of business located in Toledo, Ohio. It is now and for many years past has been engaged in manufacturing and sellng certain engine and vehicle parts and accessories, including spark plugs, which it has manufactured and sold since in or about 1936.

PAR. 2. Respondent, The Electric Auto-Lite Company, transports its said spark plugs, or causes same to be transported, for sale and distribution from its factory in Fostoria, Ohio, to customers located in other States of the United States and in the District of Columbia; 1936 a continuous current and there is and has been at all times since -of trade and commerce in spark plugs manufactured and sold by respondent between said State of Ohio where said spark plugs are manufactured and various other States of the United States. Respondent sells its spark plugs for use, consumption, and resale within the United States and the District of Columbia.

PAR. 3. Respondent distributes and sells spark plugs throughout the and in substantial United States in the same territories and places as, competition with, certain other persons and corporations engaged in manufacturing, distributing, and selling spark plugs. Certain of revarying prices spondent' s customers to whom it has sold spark plugs at as hereinafter found, and some of said customers' customers, are competitively engaged in the resale of spark plugs at wholesale or retail respectively, in the various territories and places where said customers, FEDERAL TRADE COJVIMISSION DECISIONS Findings 50 F. T. C.

carryon their businesses. Prior to 1936, approximately 90 percent of all spark plugs produced and sold in the United States were manu" factured by Champion Spark Plug Company and General Motors Corporation AC Spark Plug Division. Since 1936, approximately 90 percent of all spark plugs produced and sold in the United States have been manufactured by respondent, Champion Spark Plug Company, and General Motors Corporation, AC Spark Plug Division, although there were at all times herein mentioned 30 or more manufacturers of spark plugs in the United States. In 1947 respondent manufactured 17.17 percent of all spark plugs-15.77 percent of all replacement plugs, and 26.5 percent of all original equipment plugs-manufac" tured and used in the United States.

PAR. 4. In the course and conduct of its aforesaid business respondent sells and has sold spark plugs of like grade and quality to vehicle and engine manufacturers for use as original equipment at varying prices. As of November 29, 1948, respondent's prices on original equipment spark plugs ranged from 6 cents to 10 cents per plug. There was a differential of 2 cents per plug in the prices at which respondent sold regular equipment spark plugs to two competing manufacturers of trucks; of 1 cent per plug in the prices at which respondent sold equipment spark plugs to two competing manufacturers of tractors; of 1 cent and 2 cents per plug in the prices at which respondent sold equipment spark plugs to three competing manufacturers of marine engines; and of 1 cent per plug in the prices at which respondent sold equipment spark plugs to two competing manufacturers of commercial engines. Prior to October 1, 1948, there were at times differentials of up to 1 cent per plug in the prices charged certain automobile and truck manufacturers who were in competition with each other in the sale of passenger antomobiles and trucks. The hearing examiner in his recommended decision found that respondent' s aforesaid price differentials of from 1 cent to 2 cents per plug in the sale of its spark plugs to manufacturers for use as original equipment resulted in competitive injury to those customers paying the higher prices, the injury being particularly reflected in the volume of spark plugs purchased and the use of the profits in promoting the sale of spark plugs for replacement.

The Commission does not believe that this finding by the hearing examiner is supported by the record. During the course of the hearings in this matter, counsel supporting the complaint and counsel for respondent entered into a stipulation in which, among other things, it was stipulated and agreed that "If the Commission shall find and hold in Docket No. 3977 (In the J.fattel' of Ohampion Spark Plig Oompany) and Docket No. 5620 (In the j)fatter of General Motors THE ELECTRIC AUTO-LITE CO.

Findings et aZ. that acts and practices of the respondents in said cases of the same kind as acts and practices of Auto-Lite, as shown by the foregoing stipulation and by other proofs in the record, and which may hereinafter be made a part of the record, in this case, may be to substantially lessen competition or injure, destroy, or prevent competition between said respondents and other manufacturers of spark plugs, or between manufacturers of motor vehicles to whom said respondents respectively sell their spark plugs for replacement or for original equipment and other distributors of said spark plugs, then Auto-Lite admits, and this may under those circumstances and conditions be talwn as its admission, that the effect of said acts and practices of Auto-Lite may be to the same extent, to lessen competition between Auto-Lite and other manufacturers of spark plugs, or between manufacturers of motor vehicles to whom Auto-Lite sells spark plugs for replacement or for original equipment and other distributors of its spa,rk plugs to whom it sells its spark plugs for resale, or to injure destroy or prevent such competition.

The Commission has found in Docket 5620, General Motors Corpar' ation, et aI. , that the evidence in that record does not establish that the price differentials between customers purchasing spark plugs for original equipment, which differentials were substantially the same as those hereinabove described, have resulted in injury to those customers paying the higher prices.

The Commission, upon consideration of the entire record in this proceeding and its findings in Docket 5620, General Motors Corporation, with respect to the same kind of acts and practices as those of respondent described herein, is of the opinion that the allegations of the complaint as to the results of respondent's price differentials between customers purchasing spark plugs for original equipment are not sustained by the evidence, and that, therefore, such allegations should be dismissed.

PLR. 5. In the course and conduct of its aforesaid business, respondent sells and has sold spark plugs for use as original equipment at prices substantially less than those at which it sells and has sold spark plugs of like grade and quality for replacement. For example, respondent has sold original equipment spark plugs to automobile a Jcl other manufacturers at prices ranging from 5 cents per plug to 15 cents per plug, the latter price being that charged for spark plugs sold to or for the use of the United States Government during 'World "Val' II. According to the accounting methods in use by respondent, the cost to it of manufacturing and selling spark plugs for original equipment to certain of its customers has hum tiY:1e jo time amounted to more than the price it has received for FrmERAL TRADE COMMISSION DECISIOKS 1!'indings 50 F. T. C.

such plugs. During the same periods of time respondent sold spark plugs of like grade and quality for replacement at prices ranging from about 15 cents pel' plug to about 30 cents per plug. It is alleged in Count I of the complaint herein that respondent' practice of selling its spark plugs for original equipment below cost places upon its purchasers of spark plugs for replacement the injurious, unfair, and oppressive burden of paying a higher price, thus carrying the loss incurred by respondent on the said original equipment sales, and that respondent's practice of selling spark plugs direct to manufacturers for original equipment below the cost of production deprives other sellers of spark plugs of the opportunity of competing for this business.

The hearing examiner in his recommended decision found that "The effect of respondent' s sale of its spark plugs for original equipment at a price below cost was to exclude practically all, if not all manufacturers and sellers of spark plugs who did not have both original equipment and replacement business from competing for original equipment business as those, like respondent, who sold for both original equipment and replacement could recoup their losses on sales below cost for original equipment from sales for rcplaccment at the higher prices.

Thc above-described acts and practices of the respondent are the same kind of acts and practices which the Commission found that the respondents in Docket 3977, Champion Spark Plug Company, and Docket 5620, Genentl Motors Corporation, et aI, have engaged in. The Commission found that the records in those two cases did not sust.ain the allegations in the complaints with respect to the competitive injury resulting from said acts and practices. In view of the stipulation between counsel supporting the complaint and counsel for respondent, referred to and quoted, in part, in Paragraph Four above the Commission has considered its said finding in Docket 3977 and in Docket 5'620 in addition to the entire record in this proceeding, and is of the opinion that the allegations in the complaint as to the competitive injury resulting from respondent' s lower, and at times below cost, prices on original equipment spark plugs than on replacement spark plugs are not sust.ained, and that such allegations should, therefore, be dismissed. It is, therefore, unnecessary to det.ermine whether the defense advanced by respondent that its lower prices on original equipment spark plugs were made in good faith for the purpose of meeting the equally low or lower prices of its competitors and t.he services and facilities furnished by its competitors is sustained by the evidence in the record.

, , THE ELECTRIC AUTO-LITE CO.

Findings PAR. 6. In the course and conduct of its aforesaid business, respondent has sold spark plugs for replacement at prices which have varied substantially as between (1) purchasers buying directly from respondent, (2) purchasers buying indirectly from respondent, and (3) purchasers buying directly and purchasers buying indirectly from respondent.

Respondent has classified the customers to 'whom it sells spark plugs direct for replacement into three groups, namely, vehicle and engine manufacturers, warehouse Distributors (formerly Contract Distributors), and Direct Jobbers. Indirect purchasers from respondent were classified by respondent prior to August 1945 as Contract Jobbers, Service ,Jobbers Wholesale Jobbers, and Local Jobbers. After August 1 1945, such indirect purchasers were classificd by respondent as Registered Jobbers, Contract Jobbers, and Service Jobbers. Responde.nt' s printed form of agreements with Contract Distributors (now warehouse Distributors) from 1938 to 1944 provided for the appointment by Auto-Lite of Contract Jobbers, Service Jobbers wholesale .Jobbers, and Local .Jobbers under approved agreements on printed forms. The Contract Distributors agreed to actively promote the sale of Auto-Lite spark plugs to Contract Jobbers "approved by Auto-Lite at the current Distributor Net Price" or "at the current Contract Jobber Net Price; to Service ,Jobbers "approved by Auto- Lite at the CUlTent Service Jobber Net Price; to 'Wholesale ,Jobbers approved by Auto-Lite at the current wholesale Jobber Net Price and to Local JobbExs "aproved by Auto-Lite at the current Local Jobber Net Price. " From 1940 to 1944 respondent' s printed form of agreements with Direct ,Jobbers provided for the appointment hy Auto-Lite of wholesale Jobbers and Local Jobbers under approved Rgreement on printed forms. The Direct Jobbers agreed "to actively promote the sale of Auto-Lite spark plugs to Wholesale Jobbers approved by Auto-Lite at the current 'Wholesale Jobber net price. 1944 respondent deleted the aforesaid provisions relating to the prices at which its Contract Distributors and Direct Jobbers would resell spark plugs from said agreements. However, after 1944 respondent issued and distributed Suggested Resale Price Schedules which contained the prices at which various classifications of purchasers were to be sold. Respondent has at all times mentioned herein followed the practice of requiring approval by it of agreements between Contract Distributors Warehouse Distributors, and Direct obhers and their customers except retail dealers. Respondent has participated in negotiating agreements between Contract Distributors, warehouse Distributors, and Direct Jobbers and other jobbers of Auto-Lite spark Findings 50 F. T. C.

plugs other than retail dealers, and any change in the classification of a distributor or jobber of Auto-Lite spark plugs to another classification was subject to the approval of respondent. Respondent exercised such a degree of control over sales by its Contract Distributors, Warehouse Distributors, and Direct .J jobbers to Contract Jobbers, Service Jobbers, ,Vholesale .J jobbers, and Local Jobbers prior to August 1 1945, and to Hegistered Jobbers, Contract .J jobbers, and Service .J obbers after August 1 , 19'15 , that such sales were essentially sales by respondent. Such indirect customers are considered as "purchasers within the meaning of the Clayton Act, as amended. As of N ovem bel' 29 , 1948, respondent was selling spark plugs for replacement use at 24 cents per plug to the following vehicle imd engine manufacturers:

Auto Car Company.

Chrysler Motor Parts Corporation.

International Harvester Company.

Kaiser- Frazer Parts Corporation.

Massey-Harris Company, Ltd.

Kash-Kelvinator Corporation.

Packard Motor Car Company.

Willys-Overland Motors, lnc.

Prior to 19'18 there were, at times, differentials of up to 5 cents pel' plug in the prices respondent charged certain vehicle and engine manufacturers who were in competition with each other in the sale of replacement plugs. Also, as of November 29, 1948, respondent was selling spark plugs directly to warehouse Distributors and Direct Jobbers and indirectly to Hegistered Jobbers at 29 cents per plug, and indirectly to Contract Jobbers and Service .Jobbers at 33 cents pcr plug. On sales by ,Varehouse Distributors to Registered Jobbers respondent paid the ,Yarehouse Distributors a commission of 14 percent of the Suggested Hesale Price, that is, 29 cents. Thus the net cost to "lYarehouse Distributors of spark plugs resold by them to Hegistered Jobbers was 29 cents less 4. 0G cents, or 24.94 cents per plug. On sales by ,Varehouse Distributors to Contract Jobbers respondent paid the "lVarehouse Distributors a commission of 5 percent of the Suggested Hesale Price, that is, 33 cents. Thus the net cost to ,Yarehouse Distributors of spark pings resold by them to Contract 10bbers w,)'s 29 cents less l.G5 cents, or 27. 35 cents per plug. The prices at which respondent has sold spark plugs for replacement use directly to Contract Distributors, ,Varehouse Distributors and Direct .J jobbers and indirectly to Eegistered ,Jobbers, Contract Jobbers, Service .J jobbers, ,V-holes,tle Jobbers, and Local Jobbers during specified periods are shown in the tabulation following. ____ ___ , ! _ ___. __ _ . .. . . THE ELECTRIC AUTO-LITE CO.

Findings Price per plug Customer classification 1942-43- , 1945, I Mar. 1 , H147 After Aug. I Aug. 1 to Aug, 1 : to Feb. 28, to Aug. 9 1948 1945 1948 1947 Direct Accounts Contract Distributors: Invoice Price___ u - u - - - - - -- $0. 275 -- Less 0.035 on C. J. sales- 24 - - u_ Less 0. 03 on S. J. sales_ 245 -------------- - Less 0. 025 on W. J. salesn -- 25 _m __-- u-- - uu --- Less 0.02 on L. J. sales- -- - - -- 255 umm mu -mmuum u Warehouse Distributors: $0. 29 Invoice Price-- $0. 245 $0.245 Less 0. 035 on H. J. 5ale5_ 21 m _U-- Less 0.025 on C. 1. sales - 22 Umm UUU - uuu_ Less 12 percent OIl R. J. 5a1e5- 214 _ Less n percent on C. J. 5ale5_ . 225 ---------- Less 14 percent on R. J. sales-- -- - ------u 2594 2735 Less 5 percent on C. J. 5ale5_ -- mmmum . -- 1 Direct Jobbers: 245 Invoice Price-- 275 .245 . Less 0.025 on W. J. and L. J. sales-- 25 mmumm mumm _- UU-- Indirect Accounts Registered J jobbers-- . 275 245 .245 Contract Jobbers-- BerviceJobbers-- . 29315 ------ .29- h-----_------.29hhM___-- WbolesaleJobbers_ Local Jobboc-_ _mu um__ 33 _--mmmu umumw- uummn Spark plugs purchased by vehicle and engine manufacturers for Teplacement use were resold by them to their respective distribution outlets for further resale for replacement use. Respondent's 'Warehouse Distributors and Direct Jobbers were in competition with said vehicle and engine manufacturers in the sale of replacement spark plugs. The lower purchasing price on replacement spark plugs enjoyed by vehicle and engine manufacturers enabled them to effectively promote the sale of such spark plugs to their own distribution outlets :and thus deprived respondent's Warehouse Distributors and Direct Jobbers of the opportunity of selling to such accounts. Respondent' s Warehouse Distributors and Direct Jobbers were in competition with each other in their respective trading areas in the sale of spark plugs to certain indirect accounts and to dealers and consumers. Warehouse Distributors and Direct Jobbers were also in competition with respondent's indirect accounts in the sale of spark plugs to dealers and consumers. The indirect accounts to whom respondent sold spark plugs at varying prices as hereinabove shown were also in competition with each other in their respective trading areas in the sale of spark plugs to retail dealers and consumers. The Commission is of the opinion, and therefore finds, that respondent has discriminated in the prices at which it has sold spark plugs for replacement as between (1) direct purchasers, (2) direct purchasers and indirect purchasers, and (3) indirect purchasers; and that the ,effect of such discriminations may be to substantially lessen, injure 403443-07jDERAL TRADE COMMISSION DECISIONS Findings 50 F. T. C.

destroy, or prevent competition between the customers receiving the benefit of said discriminations and the customers who do not receive the benefit of said discriminations.

PAR. 7. Count II of the complaint herein charges that the acts and practices of the respondent alleged in Count I to constitute a violation of subsection (a) of Section 2 of the Clayton Act, as amended, as well as certain acts and practices of the respondent in fixing and main taining resale prices on its spark plugs, all constitute a violation of Section 5 of the Federal Trade Commission Act. At about the same time the Commission issued its complaint in this proceeding the Commission also issued a complaint against one of respondent' s principal competitors, in which acts and practices similar to those described in Count I of the complaint herein are alleged to constitute a violation o-f the amended Clayton Act only. Conse quently, in order to avoid unwarranted unequal treatment of com peting respondents, the Commission makes no findings as to that portion of Count II of the complaint in this proceeding which charge;; that the acts and practices of the respondent alleged in Count I also constitute a violation of the Federal Trade Commission Act. Subsequent to the completion of the hearings herein, the Federal Trade COllmission Act \yas amended with respect to certain contracts ami agreements which establish minirJ1um or stipulated prices (Public Law o. 512, approved .July 14, lD52 the McGuire Act). This amendment had the effect of making legal certain acts and practices of the respondent which may have been illegal at the time they were committed. For example, respondent's agreements with its Contract Distributors and Direct Jobbers until 1944, in effect, est Lblished the exact prices at which spark plugs were to be resold to certain classes of customers. The Miller-Tydings Act permitted the fixing of minimum resale prices under certain circumstances, but did not specifically permit the fixing of exact resale prices. The aforesaid McGuire Act has the effect of permitting, under certain circumstances, contracts or agreements which prescribe stipulated, or exact, prices, as well as minimum prices. Under these circumstances, an order to cease and desist the acts and practices which were formerly, but not now, illegal would be inappropriate. Furthermore, the complaint herein, having been issued prior to the enactment of the aforesaid :l\cGuire Act, may not have suffciently informed the respondent as to its acts and practices in connection with the fixing and maintaining of resale prices challenged therein.

Gpon consideration of all the foregoing and the further fact tlmt the order to cemm and desist which is being entered herewith pursuant to the charge in Count I of the complaint will be effective in pre- , ! , ! THE ELECTRIC AUTO-LITE CO.

Order venting respondent from fixing and maintaining discriminatory prices as between its direct and indirect customers who compete with each other in the resale of respondent' s spark plugs, the Commission is of proceeding shouldthe opinion that Count II of the complaint in this be dismissed in its entirety.

CONCLUSION The acts and practices of the respondent as hereinabove found in Paragraph 6 are in violation of subsection (a) of Section 2 of the Clayton Act, as amended.

Commissioners Howrey and Carretta not participating for the reason that oral argument on the merits was heard prior to their appointment to the Commission.

ORDER TO CE"\SE AND lJE,;IST This proceeding having been heard by the Federal Trade COJ1m iscion upon the complaint of the Commission, ansWc!' of the respondent iitipulated testimony, :11,1 other evidence in '.mpport of and in opposition to the allegations of said complaint taken before a hearing examiner of the Commission t hen'tofure rluly designatp(l by j! ecommended decision of the hearing eX:lIniner and exceptions then,to, briefs of counsel supporting the comphint, col1Jsel for respondent, and counsel for Kaiser-Frazer Corporation, Hudson :1rotOI' Car Company, Xash-KelvilJator Corporation, PackarclMotor Car Company, and vVillys-Overland Motors, Inc" as amici curiae, and ond argument of opposing counsel; and the Comrn ission having i,.sL1pll its order disposing oT the exceptions to the recommenlled decision of the hearing examiner and having made its finrlingc n,. to t1lP facts and its conclusion that respondent has violated subsection (,1,) of Section 2 of the Clayton A( , as amended:

It is ol'(Zel'pd 'Ihnt respondent, Tlw Electric Auto-Lite Company, a corporation, and iis ofIicel' pIJlesentatives, agent.s, and employees directly or through any corpomte 01' other devi('e, in or in conuection wit.h the sale, for replnceme-nt. purposes, of spn.rl-; plugs in cOllllerce as "commerce" is defined in the Clayton Act, do fOlthwilh cease and desist from discriminating in the price of said spark plugs of like gmde and f1ualit.y:

1. By e:selling to auy direct purchaser at net prices higher t.han t.he JJet prices charged any oihel' direct purchaser who in fact competes in the resale awl distribution of saiel spark plugs with the purchaser paying the higher price.

2. By selling to any indirect t;larch:laser at net prices higher t.han tfw net prices charged any other direct 01 indirect purchaser who in Order 50 F.

fact competes in the resale and distribution of said spark plugs with the purchaser paying the higher price.

It is further- ordered That the allegations in Count I of the complaint relating to respondent's price differences between (1) purchasers buying for original equipment and (2) purchasers buying for original equipment and purchasers buying for resale for replacement and the allegations in Count II of the complaint, be, and they hereby are, dismissed.

ordered, That the respondent, The Electric Auto-Lite It is further Company, shall, within sixty (60) days after service upon it of this order, file with the Commission a report, in writing, setting forth in detail the manner and form in which it has complied with this order. Commissioners Howrey and Carretta not participating for the reason that oral argument on the merits was heard prior to their appoint-ment to the Commission. &;

GENERAL SHOE CORP.

Deeision