Southwestern Sugar & Molasses Company

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In Tue Marrer or SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. CONSENT ORDER, ETC., IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT Docket 7461. Complaint, Apr. 1, 1959—Decision, Aug. 26, 1960 Consent order requiring a corporation in New York City, several of its subsidiaries and affiliates, and other leading concerns dealing in “blackstrap” molasses, to cease concerted price fixing in the industry, effected by use of a basing-point pricing system and other price-fixing formulae, refusing sales to non-cooperating truckers and other competitor-customers, dividing territories into exclusive trading zones and accounts among themselves, confining bids on available supplies to a designated one of their number, eoercing competitor-customers to maintain their fixed prices and include their established freight charges in all delivered charges and threatening boycott of non-cooperators; requiring certain of said respondents to cease maintaining “Midwestern Terminals’”—jointly operated terminals at inland river points ostensibly formed for legitimate purposes—as a device for 640968—63——33 Complaint oT F.T.C.

maintaining such fixed prices and joining with said New York City parent corporation in “joint account” relationships for the same purpose; and requiring said parent corporation to cease conspiring to prevent the purchase of “blackstrap” molasses in Mexico by a competitor. Complaint The Federal Trade Commission, having reason to believe that the party respondents named in the caption hereof, and hereinafter more particularly designated and described, have violated and are now violating Section 5 of the Federal Trade Commission Act (U.S.C., Title 15, Section 45) and it appearing to the Commission that a proceeding by it in respect thereof would be in the public interest, the Commission hereby issues its complaint, stating its charges as follows:

COUNT 1 ParacrarH 1. Respondent Southwestern Sugar & Molasses Company is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its principal office and place of business at 115 Broadway, New York, N.Y. Respondent operates a direct branch in Houston, Texas; and respondents Abraham J. Kaplan, Peter Berdeshevsky, and Lutz H. Frieler are president, vice-president, and secretary-treasurer, respectively, and Stanley J. Posner is an employee, of said respondent corporation. Respondent Molasses Products Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of Louisiana with its principal office and place of business at 801 Queen & Crescent Building, New Orleans, La. Respondent is a subsidiary of respondent Southwestern Sugar & Molasses Company; and respondents Abraham I Kaplan and Peter Berdeshevsky are president and vice-president, respectively, of said corporate respondent Molasses Products Company.

Respondent Standard Molasses Company is a corporation organized, existing and doing business under the laws of the State of Texas, with its principal office and place of business at 115 Broadway, New York, N.Y. Respondent is a subsidiary of respondent Southwestern Sugar & Molasses Company, and operates a distributing station in Beaumont, Texas; and respondents Abraham I. Kaplan and Peter Berdeshevsky are president and vice president, respectively, of said corporate respondent Standard Molasses Company. Respondent Imperial Molasses Company, Ltd. is a Canadian corporation with its principal place of business at the Board of Trade Building, Montreal, Canada, and doing business in the United States. Respondent is a subsidiary of respondent Southwestern Sugar & SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 499 497 Complaint Molasses Company; and respondents Abraham J. Kaplan and Peter Berdeshevsky are vice president and secretary-treasurer, respectively, of said corporate respondent Imperial Molasses Company, Ltd. The domestic address of said corporate respondent and its officers is the same as that of respondent Southwestern Sugar & Molasses Company. Respondent Industrial Molasses Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of New Jersey with its principal office and place of business at. 821 Ft. Lee Road (Leonia Building) Leonia, N.J. Respondent is a business affiliate of respondent Southwestern Sugar & Molasses Company, and is known in the industry as a “satellite” of that company; and respondents Benjamin H. Ticknor, II, Albert A. Teeter, Jr., John P. Maynard, are president, vice president and vice president, respectively, of said corporate respondent Industrial Molasses Company.

Respondent Czarnikow Rionda Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of New York with its principal office and place of business at 106 Wall Street, New York, N.Y.; and respondents George A. Braga, Joseph B. Clifford, and E. J. Kramer are president, assistant secretary and manager, molasses department, respectively, of the respondent corporation.

Respondent Molasses Trading Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas, with its principal office and place of business at 508 Jones Building, Corpus Christi, Tex. Respondent is a subsidiary of respondents Czarnikow Rionda Company and J. H. Leftwhich & Company; and respondents J. H. Leftwich, F. M. Hicks, Jr., ik. J. Kramer, Harold Fink, and R. L. McCauley, are president, vice president, assistant vice president, comptroller, and sales manager, respectively, of the said corporate respondent Molasses Trading Company.

Respondent J. H. Leftwich & Company, Inc. is a corporation organized, existing and doing business under and by virtue of the laws of the State of Alabama with its principal office and place of business on the Alabama State Docks, P. O. Box 78, Mobile, Ala.; and respondents J. H. Leftwich and Frank M. Hicks, Jr., are president and vice president, respectively, of said respondent corporation. Respondent National Molasses Company is a corporation ‘organized, existing and domg business under and by virtue of the laws of the State of Pennsylvania with its principal office and place of business at Oreland, Pa. Respondent is a business affiliate of respondent. Southwestern Sugar & Molasses Company and is known in the industry asa “satellite” of that company; and respondents Joshua Epstein, Complaint dT F.T.C.

Samuel G. Fischer, Joseph M. Rubenstone, and Sidney M. Cohen, are president, vice president, vice president and secretary-treasurer, respectively, of said respondent corporation. Respondent Campania de Mieles de Mexico, S.A. is a Mexican Corporation with its principal place of business at Balderas 36, Mexico 1 D.F. Respondent is a subsidiary of respondent Southwestern Sugar & Molasses Company and ships molasses into the United States from various points in Mexico; and respondents Abraham I. Kaplan and Peter Berdeshevsky are the principal offcers and stockholders of said corporate respondent Campania de Mieles de Mexico, S.A. The domestic address of said corporate respondent and its officers is the same as that of the corporate respondent Southwestern Sugar & Molasses Company. Respondent New Mexico Timber Company is a corporation organized, existing, and doing business under and by virtue of the laws of the State of New Mexico with its principal office and place of business at Albuquerque, N.Mex.; and respondent Thomas Gallagher is the principal officer of said respondent corporation. The individual respondents named herein formulate, direct, and control the policies, acts, and practices of the respective corporate respondents of which they are officers or employees. Par. 2. All herein-named respondents are now and have been for several years last past engaged in one or more phases of the domestic and “offshore” purchase, storage, distribution, and/or sale of the commodity “blackstrap” molasses and are among the principal companies engaged in such business in the United States. Respondent Southwestern Sugar & Molasses Company is a leading importer and distributor of molasses in the United States, with sales of $20,000,000 in the year 1955.

Par. 3. “Blackstrap” molasses is a byproduct of the manufacture of cane sugar. After the cane juice has been processed, and as much sugar as economically possible has been removed, the remaining liquid (“final molasses”) is “blackstrap”. Because of its sugar, vitamin, and mineral contents and, normally, because it. is the least expensive carbohydrate available, “blackstrap” logically functions as an excellent livestock feed ingredient, although it has additional uses. “Blackstrap” molasses accounts for 70 to 80 percent of the total available supply of industrial molasses and, as a result, is the most important form. It is a custom in the molasses trade to consider a gallon of molasses to weigh nominally 11.7 pounds and 171 gallons equal one short ton.

In the regular and usual course and conduct of their business, respondents cause, and for the past several years have caused their SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 501 497 Complaint commodity “blackstrap” molasses, when purchased and sold, to be transported from places in the States of Louisiana and Texas, among others, to purchasers and sellers thereof located in various other States of the United States.

Par. 4. Respondents maintain, and at all times mentioned herein have maintained, a substantial course of trade in “blackstrap” molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, among and between the various States of the United States. Respondents’ volume of business in “blackstrap” molasses in said commerce is and has been substantial. Par. 5. Respondents at all times mentioned herein have been and are now in substantial competition with one another and with other corporations, firms, and individuals engaged in the sale of “blackstrap” molasses in commerce between and among the various States of the United States, except to the extent that such competition has been restrained, lessened, or eliminated by the unlawful acts and practices hereinafter alleged.

Par. 6. The corporate respondents Southwestern Sugar & Molasses Company (hereinafter also referred to as Southwestern), Czarnikow Rionda Company, J. H. Leftwich & Company, Inc., New Mexico Timber Company, Molasses Trading Company, Molasses Products Company, and Standard Molasses Company, acting through their officers and employees herein named as respondents, and others, from time to time, and covering prolonged periods, beginning in 1955 or before, entered into, maintained, and effectuated an understanding, agreement, combination, and conspiracy to pursue, and they have pursued a planned common course of action between and among themselves to adopt and adhere to certain practices and policies to restrain, lessen, and eliminate competition between and among themselves and with others in the purchase, distribution, and sale of “blackstrap” molasses: in commerce; and otherwise to further the leading and dominant position of the corporate respondents in the sale and distribution of the aforesaid product, in commerce. Par. 7. Pursuant to and in furtherance of said understanding, agreement, combination, conspiracy, and planned common course of action respondents have engaged in and carried out by various methods and means the following acts and practices, among others: (1) Agreed to fix and maintain, and have fixed, maintained, and made effective, identical delivered price quotations of “blackstrap” molasses in certain areas of the United States to distributors and users thereof and to other purchasers thereof by means of a basingpoint pricing system and by other pricing methods and systems; Complaint 57 F.T.C.

(2) Adopted and continued in effect by agreement, understanding, and concerted action among themselves and others, price fixing formulae whereby identical delivered price quotations for the sale of “blackstrap” molasses are fixed and maintained; (8) Agreed to preclude, and have precluded, the sale of black-4 1 2 2 2 0 660 869 1310 47 -1 5 1 2 2 2 1 660 869 116 40 95.505867 strap”5 1 2 2 2 2 802 869 158 33 96.440880 molasses5 1 2 2 2 3 986 875 33 27 96.227020 to5 1 2 2 2 4 1047 871 227 41 96.595428 independents 1 2 2 2 5 1301 875 153 31 93.164627 truckers5 1 2 2 2 6 1487 876 417 40 91.580368 (competitor-customers5 1 2 2 2 7 1932 878 38 32 95.792717 of4 1 2 2 3 0 658 919 1310 50 -1 5 1 2 2 3 1 658 919 74 32 96.925346 said5 1 2 2 3 2 751 920 235 41 96.657570 respondents)5 1 2 2 3 3 1014 922 74 31 96.362778 who5 1 2 2 3 4 1106 923 42 31 96.362778 do5 1 2 2 3 5 1167 928 59 27 96.961372 not5 1 2 2 3 6 1245 924 124 32 96.639557 adheres 1 2 2 3 7 1388 930 34 27 97.007187 to5 1 2 2 3 8 1443 926 55 31 96.814911 thes 1 2 2 3 9 1519 926 201 33 96.901505 established5 1 2 2 3 10 1741 927 92 42 93.270874 prices 1 2 2 3 11 1852 933 116 36 91.712379 quota-4 1 2 2 4 0 659 969 273 41 -1 5 1 2 2 4 1 659 969 71 32 94.981812 tions 1 2 2 4 2 748 970 184 40 96.681091 formulae;3 1 2 3 0 0 654 1021 1313 192 -1 4 1 2 3 1 0 706 1021 1261 47 -1 5 1 2 3 1 1 706 1021 50 40 94.475502 (4)5 1 2 3 1 2 786 1021 135 42 96.604927 Agreed5 1 2 3 1 3 939 1025 34 28 97.014977 to5 1 2 3 1 4 990 1022 125 42 96.758110 divide,5 1 2 3 1 5 1131 1024 65 32 96.720062 ands 1 2 3 1 6 1214 1025 85 31 96.698997 have5 1 2 3 1 7 1316 1024 150 41 95.831032 divided,5 1 2 3 1 8 1482 1026 196 42 96.730087 designated5 1 2 3 1 9 1695 1028 188 33 96.993668 territories5 1 2 3 1 10 1900 1030 67 31 96.967659 anda 1 2 3 2 0 654 1072 1313 49 -1 5 1 2 3 2 1 654 1076 156 27 94.168030 accounts5 1 2 3 2 2 825 1072 70 32 96.965637 into5 1 2 3 2 3 910 1073 166 32 96.368912 exclusive5 1 2 3 2 4 1090 1074 137 42 96.584618 trading5 1 2 3 2 5 1241 1086 98 22 96.908691 zones5 1 2 3 2 6 1353 1076 66 32 96.844803 ands 1 2 3 2 7 1434 1082 157 28 96.970894 accounts5 1 2 3 2 8 1602 1078 147 32 96.679901 between5 1 2 3 2 9 1764 1079 66 32 95.669891 ands 1 2 3 2 10 1845 1090 122 31 95.669891 among4 1 2 3 3 0 657 1122 1308 48 -1 5 1 2 3 3 1 657 1122 197 32 96.713402 themselves5 1 2 3 3 2 871 1127 34 27 96.968140 to5 1 2 3 3 3 922 1123 100 32 96.790955 avoids 1 2 3 3 4 1039 1125 217 40 96.453293 competitions 1 2 3 3 5 1276 1127 66 31 96.660339 ands 1 2 3 3 6 1360 1131 34 27 96.921989 to5 1 2 3 3 7 1412 1127 57 31 96.708664 aids 1 2 3 3 8 1487 1127 33 31 96.623688 in5 1 2 3 3 9 1539 1127 228 43 96.654510 maintaining5 1 2 3 3 10 1784 1130 57 31 93.296288 thes 1 2 3 3 11 1859 1130 106 31 93.044601 estab-4 1 2 3 4 0 655 1172 420 41 -1 5 1 2 3 4 1 655 1172 107 31 95.799988 lished5 1 2 3 4 2 782 1172 92 40 96.033852 prices 1 2 3 4 3 891 1177 184 36 66.548836 structure;3 1 2 4 0 0 655 1223 1310 148 -1 4 1 2 4 1 0 702 1223 1263 49 -1 5 1 2 4 1 1 702 1223 51 40 96.608574 (5)5 1 2 4 1 2 783 1223 134 41 96.671783 Agreed5 1 2 4 1 3 939 1227 34 27 96.932388 to5 1 2 4 1 4 993 1223 148 41 96.910065 exclude,5 1 2 4 1 5 1159 1226 66 31 89.518036 ands 1 2 4 1 6 1240 1226 91 31 89.518036 -have5 1 2 4 1 7 1351 1227 175 41 96.462814 excluded,5 1 2 4 1 8 1546 1229 90 32 96.404594 from5 1 2 4 1 9 1658 1231 230 41 96.388641 competition,5 1 2 4 1 10 1909 1232 56 32 97.009438 via4 1 2 4 2 0 655 1272 1309 51 -1 5 1 2 4 2 1 655 1283 65 31 96.592468 any5 1 2 4 2 2 745 1272 165 32 96.384422 available5 1 2 4 2 3 933 1284 123 30 96.212502 means,5 1 2 4 2 4 1080 1286 65 29 93.164261 any5 1 2 4 2 5 1168 1276 384 41 91.538185 competitor-customers 1 2 4 2 6 1576 1280 115 42 96.585213 acting5 1 2 4 2 7 1713 1286 160 37 95.903709 contrary5 1 2 4 2 8 1897 1283 67 31 95.903709 anda 1 2 4 3 0 655 1322 1213 49 -1 5 1 2 4 3 1 655 1322 34 31 96.955460 in5 1 2 4 3 2 709 1323 191 41 96.298080 opposition5 1 2 4 3 3 920 1328 34 28 97.011154 to5 1 2 4 3 4 974 1325 54 31 96.760880 thes 1 2 4 3 5 1048 1325 134 42 96.852905 pricing5 1 2 4 3 6 1200 1327 37 31 96.759262 of5 1 2 4 3 7 1255 1327 73 32 96.587097 said5 1 2 4 3 8 1348 1334 177 34 96.042542 corporate5 1 2 4 3 9 1544 1331 237 40 96.623390 respondents;5 1 2 4 3 10 1802 1333 66 31 96.966774 and3 1 2 5 0 0 651 1373 1310 243 -1 4 1 2 5 1 0 700 1373 1261 50 -1 5 1 2 5 1 1 700 1373 51 40 96.485931 (6)5 1 2 5 1 2 781 1373 134 42 96.435600 Agreed5 1 2 5 1 3 937 1379 34 26 96.768692 to5 1 2 5 1 4 992 1374 140 40 96.613632 refrain,5 1 2 5 1 5 1153 1376 65 31 96.820633 ands 1 2 5 1 6 1239 1377 86 32 96.884590 have5 1 2 5 1 7 1345 1378 184 41 96.775223 refrained,5 1 2 5 1 8 1550 1380 90 32 96.989746 from5 1 2 5 1 9 1659 1381 146 42 96.788483 offerings 1 2 5 1 10 1823 1382 76 32 96.632942 bids5 1 2 5 1 11 1919 1394 42 20 96.754181 on4 1 2 5 2 0 652 1423 1309 49 -1 5 1 2 5 2 1 652 1423 166 32 96.475601 available5 1 2 5 2 2 844 1424 148 41 93.527832 supplies5 1 2 5 2 3 1018 1425 38 31 93.253532 of5 1 2 5 2 4 1082 1425 235 44 91.771294 “blackstrap”5 1 2 5 2 5 1343 1429 157 32 96.738190 molasses5 1 2 5 2 6 1526 1435 118 36 96.174057 excepts 1 2 5 2 7 1670 1431 42 41 96.490623 by5 1 2 5 2 8 1738 1443 62 21 96.161621 ones 1 2 5 2 9 1826 1433 38 31 96.911499 of5 1 2 5 2 10 1888 1433 73 32 96.850243 said4 1 2 5 3 0 655 1475 1306 49 -1 5 1 2 5 3 1 655 1475 218 39 96.640144 respondents5 1 2 5 3 2 902 1485 35 21 96.415146 as5 1 2 5 3 3 968 1486 18 20 96.661125 a5 1 2 5 3 4 1017 1476 194 40 95.350616 designated5 1 2 5 3 5 1243 1479 221 39 96.711319 participant,5 1 2 5 3 6 1495 1481 138 40 95.861702 thereby5 1 2 5 3 7 1664 1483 201 41 95.861702 precluding5 1 2 5 3 8 1896 1494 65 30 96.664604 any4 1 2 5 4 0 651 1524 1310 48 -1 5 1 2 5 4 1 651 1534 85 29 96.590546 opens 1 2 5 4 2 763 1524 66 31 95.346283 ands 1 2 5 4 3 856 1524 214 42 96.364441 competitive5 1 2 5 4 4 1096 1526 143 42 96.215012 bidding5 1 2 5 4 5 1265 1528 146 32 96.515755 between5 1 2 5 4 6 1437 1530 66 30 95.616455 ands 1 2 5 4 7 1531 1541 122 31 96.373459 among5 1 2 5 4 8 1680 1531 197 33 96.234383 themselves5 1 2 5 4 9 1906 1533 55 31 96.234383 fora 1 2 5 5 0 652 1574 258 42 -1 5 1 2 5 5 1 652 1574 79 31 96.397499 such5 1 2 5 5 2 751 1574 159 42 95.549347 supplies.3 1 2 6 0 0 651 1625 1310 250 -1 4 1 2 6 1 0 693 1625 1266 52 -1 5 1 2 6 1 1 693 1625 80 31 95.186485 Par.5 1 2 6 1 2 799 1627 27 29 91.363022 8.5 1 2 6 1 3 871 1626 41 30 91.363022 In5 1 2 6 1 4 939 1625 154 32 96.723579 additions 1 2 6 1 5 1119 1632 34 26 96.991074 to5 1 2 6 1 6 1180 1628 56 31 96.456779 thes 1 2 6 1 7 1261 1633 70 27 96.589317 acts5 1 2 6 1 8 1358 1630 66 31 95.532478 ands 1 2 6 1 9 1452 1632 164 39 95.532478 practices5 1 2 6 1 10 1642 1634 130 41 96.716309 alleged5 1 2 6 1 11 1799 1635 34 32 86.087921 in5 1 2 6 1 12 1861 1647 98 30 86.087921 para-4 1 2 6 2 0 651 1675 1310 50 -1 5 1 2 6 2 1 651 1675 109 41 96.669716 graphs 1 2 6 2 2 778 1675 29 39 96.092079 7,5 1 2 6 2 3 824 1676 56 31 96.860748 thes 1 2 6 2 4 895 1676 129 31 96.570679 therein5 1 2 6 2 5 1042 1678 120 31 96.570679 named5 1 2 6 2 6 1180 1680 220 38 96.825432 respondents5 1 2 6 2 7 1417 1680 34 31 96.902962 in5 1 2 6 2 8 1471 1687 131 26 96.041252 concert5 1 2 6 2 9 1620 1684 94 31 96.598114 acted5 1 2 6 2 10 1732 1689 35 27 96.987862 to5 1 2 6 2 11 1786 1686 175 39 96.969856 persuade,4 1 2 6 3 0 652 1725 1308 49 -1 5 1 2 6 3 1 652 1725 128 39 93.996658 induce,5 1 2 6 3 2 803 1736 121 28 96.264893 coerce,5 1 2 6 3 3 948 1726 202 40 96.043411 intimidate,5 1 2 6 3 4 1172 1729 140 39 95.851593 compel,5 1 2 6 3 5 1334 1740 108 30 96.528458 cause,5 1 2 6 3 6 1464 1741 38 20 96.549248 or5 1 2 6 3 7 1525 1732 176 32 96.549248 otherwise5 1 2 6 3 8 1726 1734 172 40 96.962929 influence,5 1 2 6 3 9 1922 1746 38 21 96.962502 or4 1 2 6 4 0 651 1776 1307 45 -1 5 1 2 6 4 1 651 1779 144 36 92.447517 attempts 1 2 6 4 2 817 1780 34 26 92.447517 to5 1 2 6 4 3 874 1776 172 39 96.123932 influence,5 1 2 6 4 4 1069 1777 66 31 96.514839 ands 1 2 6 4 5 1159 1779 84 30 96.015198 have5 1 2 6 4 6 1264 1780 202 39 96.414665 persuaded,5 1 2 6 4 7 1488 1782 145 39 93.226784 coerced,5 1 2 6 4 8 1657 1782 190 33 91.450562 intimiated5 1 2 6 4 9 1872 1796 86 20 91.372032 com-4 1 2 6 5 0 651 1829 1145 46 -1 5 1 2 6 5 1 651 1829 119 40 92.351028 pelled,5 1 2 6 5 2 790 1829 131 39 96.314903 caused,5 1 2 6 5 3 940 1830 66 30 96.888817 ands 1 2 6 5 4 1028 1829 183 33 96.314285 influenced5 1 2 6 5 5 1232 1832 127 31 93.058655 certain5 1 2 6 5 6 1381 1833 415 42 83.582031 competitor-customers;3 1 2 7 0 0 652 1882 1306 93 -1 4 1 2 7 1 0 697 1882 1261 48 -1 5 1 2 7 1 1 697 1882 51 39 96.128532 (1)5 1 2 7 1 2 778 1882 49 31 96.128532 To5 1 2 7 1 3 853 1882 114 41 96.346329 adopt,5 1 2 7 1 4 990 1882 176 41 96.330902 maintain,5 1 2 7 1 5 1192 1884 65 31 96.330902 ands 1 2 7 1 6 1284 1890 59 26 96.772186 not5 1 2 7 1 7 1368 1886 61 31 95.746849 sells 1 2 7 1 8 1456 1885 103 32 96.835716 below5 1 2 7 1 9 1586 1888 108 39 96.554977 prices5 1 2 7 1 10 1718 1888 87 33 96.526573 fixed5 1 2 7 1 11 1832 1890 44 40 96.523933 by5 1 2 7 1 12 1903 1891 55 32 96.841614 thea 1 2 7 2 0 652 1935 516 40 -1 5 1 2 7 2 1 652 1935 217 40 96.230736 respondents5 1 2 7 2 2 886 1935 33 30 96.706688 in5 1 2 7 2 3 936 1940 149 34 96.483597 concert;5 1 2 7 2 4 1103 1936 65 31 96.931366 and3 1 2 8 0 0 648 1988 1310 201 -1 4 1 2 8 1 0 697 1988 1261 50 -1 5 1 2 8 1 1 697 1988 49 40 96.404472 (2)5 1 2 8 1 2 778 1988 48 31 96.404472 To5 1 2 8 1 3 850 1988 77 31 96.618301 bases 1 2 8 1 4 951 1988 66 31 95.706711 ands 1 2 8 1 5 1042 1988 132 32 96.718399 includes 1 2 8 1 6 1198 1989 34 31 95.408287 in5 1 2 8 1 7 1257 1990 44 31 92.905312 all5 1 2 8 1 8 1327 1991 169 32 96.942635 delivered5 1 2 8 1 9 1522 1992 118 41 96.877518 prices,5 1 2 8 1 10 1666 1994 129 42 94.470047 freight5 1 2 8 1 11 1814 1996 144 42 94.470047 charges4 1 2 8 2 0 649 2040 1309 49 -1 5 1 2 8 2 1 649 2040 200 31 96.910919 established5 1 2 8 2 2 870 2040 42 41 96.946327 by5 1 2 8 2 3 932 2041 219 39 96.610214 respondents5 1 2 8 2 4 1171 2042 113 41 96.739609 acting5 1 2 8 2 5 1303 2043 34 31 96.856056 in5 1 2 8 2 6 1357 2049 143 34 96.964203 concert,5 1 2 8 2 7 1518 2045 89 32 96.933311 from5 1 2 8 2 8 1627 2046 196 42 96.471954 designated5 1 2 8 2 9 1843 2049 115 40 96.585762 points4 1 2 8 3 0 649 2092 1306 51 -1 5 1 2 8 3 1 649 2097 34 27 97.006126 to5 1 2 8 3 2 700 2092 221 32 96.970596 destinations5 1 2 8 3 3 937 2092 214 42 96.806412 irrespective5 1 2 8 3 4 1168 2095 36 31 96.764206 of5 1 2 8 3 5 1220 2095 56 32 96.717781 thes 1 2 8 3 6 1293 2097 110 31 96.861092 actual5 1 2 8 3 7 1421 2097 96 40 96.599983 points 1 2 8 3 8 1534 2098 37 31 96.505463 of5 1 2 8 3 9 1588 2099 111 41 96.558167 origin5 1 2 8 3 10 1716 2100 36 31 96.705444 of5 1 2 8 3 11 1768 2101 81 31 96.322807 such5 1 2 8 3 12 1864 2101 91 42 92.550835 ship-4 1 2 8 4 0 648 2146 834 43 -1 5 1 2 8 4 1 648 2150 107 27 96.236526 ments5 1 2 8 4 2 772 2157 39 20 96.236526 or5 1 2 8 4 3 828 2157 113 20 96.335892 means5 1 2 8 4 4 958 2146 66 32 95.593758 ands 1 2 8 4 5 1043 2151 86 28 95.593758 costs5 1 2 8 4 6 1147 2148 36 31 96.493256 of5 1 2 8 4 7 1201 2149 281 40 95.879478 transportation.3 1 2 9 0 0 645 2199 1310 515 -1 4 1 2 9 1 0 688 2199 1267 47 -1 5 1 2 9 1 1 688 2199 81 30 95.241638 Par.5 1 2 9 1 2 794 2201 27 28 77.976532 9.5 1 2 9 1 3 867 2199 71 31 83.545296 Thes 1 2 9 1 4 963 2199 168 32 95.066643 aforesaid5 1 2 9 1 5 1156 2205 79 35 96.848961 acts,5 1 2 9 1 6 1259 2202 177 40 96.356522 practices,5 1 2 9 1 7 1459 2204 164 39 96.550461 methods,5 1 2 9 1 8 1648 2211 217 35 96.229645 agreements,5 1 2 9 1 9 1888 2208 67 31 96.590668 anda 1 2 9 2 0 648 2251 1307 48 -1 5 1 2 9 2 1 648 2251 284 42 96.039474 understandings5 1 2 9 2 2 959 2253 38 30 96.142349 of5 1 2 9 2 3 1025 2254 218 39 96.142349 respondents5 1 2 9 2 4 1270 2265 36 21 96.715240 as5 1 2 9 2 5 1333 2255 232 33 96.715240 hereinbefore5 1 2 9 2 6 1594 2258 130 41 96.847061 alleged5 1 2 9 2 7 1753 2270 55 20 96.317024 ares 1 2 9 2 8 1836 2264 35 27 96.509979 to5 1 2 9 2 9 1899 2260 56 31 96.509979 thea 1 2 9 3 0 647 2304 1308 49 -1 5 1 2 9 3 1 647 2304 172 41 95.160011 prejudice5 1 2 9 3 2 839 2304 37 32 97.012238 of5 1 2 9 3 3 896 2304 55 32 96.869743 thes 1 2 9 3 4 969 2305 131 40 96.401978 public;5 1 2 9 3 5 1121 2306 84 32 96.814308 have5 1 2 9 3 6 1225 2319 17 19 96.967751 a5 1 2 9 3 7 1263 2308 191 41 96.704010 dangerous5 1 2 9 3 8 1475 2310 162 42 96.472351 tendency5 1 2 9 3 9 1659 2311 65 31 96.472351 ands 1 2 9 3 10 1745 2313 154 40 94.428246 capacity5 1 2 9 3 11 1921 2318 34 26 96.494057 to4 1 2 9 4 0 647 2357 1307 46 -1 5 1 2 9 4 1 647 2357 131 39 95.602333 hinder,5 1 2 9 4 2 812 2358 114 40 95.252274 Jessen,5 1 2 9 4 3 961 2358 154 40 95.780975 restrain,5 1 2 9 4 4 1148 2361 65 31 96.533623 ands 1 2 9 4 5 1246 2361 174 32 95.701256 eliminates 1 2 9 4 6 1453 2364 217 39 94.785835 competitions 1 2 9 4 7 1706 2364 146 33 96.238304 between5 1 2 9 4 8 1888 2367 66 31 96.238304 anda 1 2 9 5 0 647 2412 1306 40 -1 5 1 2 9 5 1 647 2421 122 31 96.427513 among5 1 2 9 5 2 786 2412 219 40 96.283287 respondents5 1 2 9 5 3 1021 2413 65 30 96.512848 ands 1 2 9 5 4 1105 2414 121 38 96.500298 others,5 1 2 9 5 5 1244 2414 32 31 96.681870 in5 1 2 9 5 6 1294 2415 56 31 96.891922 thes 1 2 9 5 7 1367 2415 68 32 96.960365 sales 1 2 9 5 8 1452 2416 66 31 96.072212 ands 1 2 9 5 9 1536 2416 218 33 96.072212 distributions 1 2 9 5 10 1772 2418 36 31 91.509583 of5 1 2 9 5 11 1826 2419 127 32 91.509583 domes-4 1 2 9 6 0 646 2464 1307 50 -1 5 1 2 9 6 1 646 2464 44 32 95.960281 tics 1 2 9 6 2 712 2465 66 31 95.960281 ands 1 2 9 6 3 802 2464 186 32 91.736053 “offshore”5 1 2 9 6 4 1010 2465 234 42 91.947495 “blackstrap”5 1 2 9 6 5 1266 2468 158 32 96.583008 molasses5 1 2 9 6 6 1447 2468 34 32 96.583008 in5 1 2 9 6 7 1504 2480 191 30 96.048767 commerce,5 1 2 9 6 8 1718 2472 66 31 96.961113 ands 1 2 9 6 9 1804 2473 149 41 96.572929 actually4 1 2 9 7 0 645 2518 1309 49 -1 5 1 2 9 7 1 645 2518 85 31 96.539757 have5 1 2 9 7 2 747 2518 174 40 96.797173 hindered,5 1 2 9 7 3 938 2519 158 40 96.698074 lessened,5 1 2 9 7 4 1114 2521 196 40 96.396011 restrained,5 1 2 9 7 5 1328 2522 66 32 96.415451 ands 1 2 9 7 6 1414 2522 195 33 96.883926 eliminated5 1 2 9 7 7 1626 2525 80 31 96.279510 such5 1 2 9 7 8 1724 2526 230 41 96.502174 competition,4 1 2 9 8 0 646 2572 1307 44 -1 5 1 2 9 8 1 646 2572 65 31 95.936333 ands 1 2 9 8 2 736 2572 180 31 95.653351 constitutes 1 2 9 8 3 939 2573 118 31 95.849243 unfair5 1 2 9 8 4 1079 2575 152 30 96.181412 methods5 1 2 9 8 5 1255 2575 37 31 96.418655 of5 1 2 9 8 6 1315 2576 219 40 96.514374 competitions 1 2 9 8 7 1560 2578 66 31 95.958939 ands 1 2 9 8 8 1651 2578 118 32 89.471863 unfair5 1 2 9 8 9 1792 2584 70 27 96.842346 acts5 1 2 9 8 10 1886 2581 67 30 96.541641 anda 1 2 9 9 0 646 2626 1307 47 -1 5 1 2 9 9 1 646 2626 163 40 96.523460 practices5 1 2 9 9 2 830 2626 35 30 95.981415 in5 1 2 9 9 3 889 2637 180 21 96.287178 commerce5 1 2 9 9 4 1093 2627 117 32 96.575378 within5 1 2 9 9 5 1231 2629 56 30 96.932579 thes 1 2 9 9 6 1312 2629 109 31 96.433014 intents 1 2 9 9 7 1444 2630 65 31 96.171440 ands 1 2 9 9 8 1534 2631 157 42 96.514320 meanings 1 2 9 9 9 1714 2632 37 31 96.060539 of5 1 2 9 9 10 1775 2632 135 33 96.328560 Sections 1 2 9 9 11 1936 2636 17 28 96.851158 54 1 2 9 10 0 646 2679 734 35 -1 5 1 2 9 10 1 646 2679 37 31 96.556015 of5 1 2 9 10 2 700 2680 56 30 96.491852 thes 1 2 9 10 3 775 2680 141 31 96.515564 Federal5 1 2 9 10 4 934 2680 111 32 96.803284 Trades 1 2 9 10 5 1063 2680 222 33 96.660683 Commissions 1 2 9 10 6 1304 2683 76 31 88.695419 Act. SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 503 497 Complaint COUNT II Par. 10. Paragraphs 1 through 5 of Count I are hereby incorporated by reference and made a part of the charge as fully and with the same effect as though here again set forth verbatim. Par. 11. The corporate respondents Industrial Molasses Company (hereinafter referred to as Industrial), National Molasses Company (hereinafter referred to as National), and corporate respondent Southwestern acting as such, or through its subsidiaries, respondents Molasses Products Company and Imperial Molasses Company, Ltd., all acting through their officers and employees herein named as respondents, among others, from time to time, and covering prolonged periods, beginning in 1955 or before, entered into, maintained, and effectuated an understanding, agreement, combination, and conspiracy to pursue, and they have pursued, a planned common course of action between and among themselves to adopt and adhere to certain practices and policies to restrain, lessen, and eliminate competition between and among themselves and with others in the purchase, distribution, and sale of “blackstrap” molasses, in commerce. Par. 12. Pursuant to, and im furtherance of, said understanding, agreement, combination, conspiracy, and planned common course of action, respondents have engaged in, performed, and carried out by various methods and means, the following acts and practices, among others: , (1) Joined in the formation of “Midwestern Terminals” for the ostensible purpose of jointly operating molasses terminals at inland river points but actually have been and now are using said joint operation as a device through, in connection with, and by which said respondents:

(a) Agreed to fix and maintain, and have fixed and maintained, certain established prices, and further agreed not to sell below said established prices;

(b) Agreed to establish and base, and have established and based, all delivered prices on rail freight charges from designated points to destinations irrespective of the actual point of origin of such shipments or means and cost of transportation ; (c) Agreed to divide, and have divided, certain designated territories and accounts into exclusive trading areas and accounts between and among themselves, to eliminate and avoid competition and aid in maintaining the established price structure; (d) Agreed to preclude, and have precluded, the sale of “blackstrap” molasses to competitor-customers of “Midwestern Terminals”; (e) Attempted to induce competitors and independent truckers into maintaining the price structure established by said respondents. 504 FEDERAL TRADE COMMISSION DECISIONS.

Complaint dT F.T.C.

2. In addition to, and in furtherance of, the above alleged acts and practices of respondents, respondents National and Industrial each joined separately and individually with respondent Southwestern in “joint account” relationships in order to further carry out the acts and practices herein described in paragraph 12, subsections (a) through (e), inclusive.

Par. 13. Paragraph 9 of Count I is hereby incorporated by reference and made a part of the charge as fully and with the same effect as though here again set forth verbatim.

COUNT III Par. 14. Paragraphs 1 through 5 are hereby incorporated by reference and made a part of the charge as fully and with the same effect as though here again set forth verbatim. Par. 15. The corporate respondents Southwestern and Compania de Mieles de Mexico, S.A., acting through their officers and employees herein named as respondents, among others, from time to time and covering prolonged periods beginning in 1955 or before, entered into, maintained and effectuated an understanding, agreement, combination, and conspiracy to pursue, and they have pursued, a planned common course of action between and among themselves to adopt and adhere to certain practices and policies to restrain, lessen, and eliminate competition between and among themselves and with others in the purchase, distribution, and sale of “blackstrap” molasses, in commerce.

Par. 16. Pursuant to, and in furtherance of, said understanding, agreement, combination, conspiracy, and planned common course of action, respondents have engaged in, performed, and carried out by various methods and means, the following acts and practices, among others:

Precluded the purchase of “blackstrap’ molasses in Mexico (a regular “offshore” source of said product for the United States domestic market) by a domestic competitor of respondent. Southwestern. Par. 17. Paragraph 9 of Count I is hereby incorporated by reference and made a part of the charge as fully and with the same effect as though here again set forth verbatim. Mr. James S. Kelaher and Mr. Eugene Kaplan supporting the complaint.

Berlack, Israels & Liberman, of New York, N.Y., for corporate respondents Southwestern Sugar, Molasses Products, Standard Molasses, Imperial Molasses, New Mexico Timber, and Compania De Mieles De Mexico (appearing specially for latter respondent), and SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 505 497 Decision certain related individual respondents; and Sutin and Jones, of Albuquerque, N. Mex., co-counsel for individual respondent Gallagher ; Curtis, Mallet-Prevost, Colt & Mosle, of New York, N.Y., for individual respondent Berdeshevsky ;

Hughes, Hubbard, Blair & Reed, of New York, N.Y., for corporate respondent Industrial Molasses and certain related individual respondents ;

Sullivan & Cromwell, by Mr. Hamilton F. Potter, Jr., of New York, N.Y., for corporate respondents Czarnikow-Rionda, Molasses Trading, and Leftwich Company, and certain related individual respondents; and MecCorvey, Turner, Johnstone, Adams & May, of Mobile, Ala., cocounsel for Leftwich Company and certain related individual respondents; and Mr. Zola A. Aronson, of New York, N.Y., for corporate respondent National Molasses and certain related individual respondents. Initia, Decision sy John Lewis, Hearing Examiner The Federal Trade Commission issued its complaint against the above-named respondents on April 1, 1959, charging them with the use of unfair methods of competition and unfair acts and practices, in commerce, in violation of the Federal Trade Commission Act by entering into and maintaining certain agreements, combinations and conspiracies to restrain, lessen and eliminate competition in the purchase, distribution and sale of “blackstrap” molasses. After being served with said complaint all of the respondents, except the individual respondent Kaplan and the corporate respondent Compania De Mieles De Mexico, appeared by counsel and filed their respective answers thereto. A motion to dismiss was filed on behalf of the individual respondent Kaplan, based on the fact that said respondent was deceased. Said motion was granted by order of the undersigned, dated July 7, 1959, to the extent that provision for dismissal as to said respondent would be made in the initial decision to be issued at the conclusion of this proceeding. A special appearance was filed on behalf of the respondent Compania De Mieles De Mexico, §.A., challenging the jurisdiction of the Commission on the ground that said respondent does not do business in the United States.

Thereafter, all of the respondents, except the individual respondent Kaplan and the corporate respondents Compania De Mieles De Mexico and New Mexico Timber Company, entered into a series of five separate agreements purporting to dispose of all of this proceeding as to all of the remaining respondents. Said agreements, which are dated, respectively, March 22, 1960, April 4 and 8, 1960, and May 16, 1960, and have been signed by all respondents who are Decision 57 F.T.C.

parties thereto and by counsel supporting the complaint, and approved by the Director and Associate Director of the Commission’s Bureau of Litigation have been, submitted to the above-named hearing examiner for his consideration, in accordance with Section 3.25 of the Commission’s Rules of Practice for Adjudicative Proceedings. The signatory respondents, pursuant to the aforesaid agreements, have admitted all the jurisdictional facts alleged in the complaint and agreed that the record may be taken as if findings of jurisdictional facts had been duly made in accordance with such allegations. Said agreements further provide that such respondents waive any further procedural steps before the hearing examiner and the Commission, the making of findings of fact of conclusions of law and all of the rights they may have to challenge or contest the validity of the order to cease and desist. entered in accordance with such agreements. It has been agreed that the order to cease and desist issued in accordance with said agreements shall have the same force and effect as if entered after a full hearing and that the complaint may be used in construing the terms of said order... It has also been agreed that the record herein shall consist solely of the complaint and said agreements, and that said agreements are for settlement purposes only and do not constitute an admission by respondents that they have violated the law as alleged in the complaint. There have also been filed in this proceeding motions to dismiss as to the remaining respondents, Compania De Mieles De Mexico and New Mexico Timber Company. The ground of the motion to dismiss as to the former respondent, which has appeared specially herein, is that it has sold its business assets, has dicontinued its business operations, and is now in the process of liquidation. The motion to dismiss as to the Jatter respondent is based upon the grounds that all of its operating assets were sold, effective February 28, 1959; that since that time its sole business has consisted of transactions in securities; and that prior thereto its activities in the purchase and sale of blackstrap molasses were incidental to its main business of cutting and selling timber, and were negligible in amount. Counsel supporting the complaint do not oppose the granting of said motions to dismiss, and have alleged in their answers to said motions that the orders to cease and desist. which have been agreed to by the other respondents will effectively prevent continuation or repetition of the acts and pratcices alleged in the complaint, and that. the public interest will not be served by prolonging this proceeding as to the moving respondents under the circumstances set forth in their motions.

Based on the facts set forth in the affidavits attached to the motions to dismiss, which are not substantially disputed by counsel SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 507 497 Decision supporting the complaint, and in view of the lack of opposition to said motions by counsel supporting the complaint for the reasons above stated, it is the opinion of the undersigned that this proceeding may appropriately be dismissed as to the moving respondents, subject to this decision’s becoming the decision of the Commission with respect to the other respondents.

This proceeding having now come on for final consideration on the complaint and the aforesaid agreements containing consent orders, and it appearing that the orders provided for in said agreements cover all of the allegations of the complaint and provide for an appropriate disposition of this proceeding as to all parties signatory thereto, and that this proceeding wil] otherwise be appropriately disposed of as to all remaining parties, said agreements are hereby accepted and are ordered filed upon this decision’s becoming the decision of the Commission pursuant to Sections 3.21 and 3.25 of the Commission’s Rules of Practice for Adjudicative Proceedings, and the hearing examiner, accordingly, makes the following jurisdictional findings and order:

1. Respondent Southwestern Sugar and Molasses Company (designated in the complaint as Southwestern Sugar & Molasses Company) is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas, with its principal office and place of business located at 55 Fifth Avenue, in the city of New York, State of New York. Said corporate resopndent operates a direct branch in the city of Houston, State of Texas. Respondents Lutz H. Frieler and Stanley J. Posner are employees of said corporate respondent. The respective addresses of respondents Lutz H. Frieler and Stanley J. Posner are 1110 Fair Oaks, Houston, Tex., and 6159 Aztec Road, El Paso, Tex. (Said corporate respondent formerly had its principal office and place of business located at 115 Broadway, New York, N.Y., and it is so designated in the complaint. Respondent Lutz H. Frieler formerly was secretarytreasurer of said corporate respondent and is designated as such in the complaint.) Respondent Molasses Products, Inc. (designated in the complaint as Molasses Products Company) is a corporation organized and existing under and by virtue of the Jaws of the State of Louisiana, with its principal office and place of business located at 801 Queen & Crescent Building, in the city of New Orleans, State of Louisiana. Said corporate respondent is an affiliate (designated in the complaint as a subsidiary) of corporate respondent Southwestern Sugar and Molasses Company. (Respondent Molasses Products, Inc. is designated in the complaint as doing business under and by virtue of the laws of the State of Louisiana but is presently inoperative.) Decision 57 F.T.C.

Respondent Standard Molasses Company, Inc. is a corporation organized, existing and doing business under and by virtue of the Jaws of the State of Texas, with its principal office and place of business located at the foot of Milam Street, in the city of Beaumont, State of Texas. Said corporate respondent is a subsidiary of corporate respondent Southwestern Sugar and Molasses Company. (Respondent Standard Molasses Company, Inc., is designated in the complaint as Standard Molasses Company, organized, existing and doing business under the laws of the State of Texas, with its principal office and place of business being the same as corporate respondent Southwestern Sugar and Molasses Company.) Respondent Imperial Molasses Company, Ltd., is a corporation organized, existing and doing business under and by virtue of the laws of the Dominion of Canada, with its principal office and place of business located in the Board of Trade Building, in the city of Montreal, province of Quebec, Canada, and doing business in the United States. Respondent is a subsidiary of corporate respondent Southwestern Sugar and Molasses Company. (The complaint designates the domestic address of corporate respondent Imperial Molasses Company, Ltd. as being the same as that of corporate respondent Southwestern Sugar and Molasses Company.) Respondent Thomas P. Gallagher is an individual residing at 1508 Washington Street, NE., Albuquerque, N. Mex. (Respondent Thomas P. Gallagher is designated Thomas Gallagher in the complaint and formerly was the principal officer of corporate respondent New Mexico Timber Company and is designated as such in the complaint. Respondent is no longer associated with New Mexico Timber Company.) Respondent Peter G. Berdeshevsky is an individual residing at 8 East 96th Street, New York, N.Y. (Respondent was designated in the complaint as Peter Berdeshevsky and as an employee and officer of Southwestern Sugar & Molasses Company, Molasses Products Company, Standard Molasses Company. Imperial Molasses Company and Compania de Mieles de Mexico, S.A. Respondent. is no longer an employee or officer of Southwestern Sugar & Molasses Company, Molasses Products Company, Standard Molasses Company, Imperial Molasses Company, and never has been an employee or officer of Compania de Mieles de Mexico, 8.4.) Respondent Industrial Molasses Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of New Jersey with its principal office and place of business at Leonia, N.J.; and respondents Benjamin H. Ticknor, TI, Albert A. Teeter, Jr. and John P. Manard are president, vice-president. and vice president, respectively, of said respondent corporation. SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 509 497 Decision Respondent Industrial Molasses Corporation is a business affiliate of corporate respondent Southwestern Sugar & Molasses Company. (Respondent Industria] Molasses Corporation is designated in the complaint as Industrial Molasses Cempany. Respondent John P. Manard is designated in the complaint as John P. Maynard.) Respondent Czarnikow Rionda Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of New York with its principal office and place of business at 106 Wall Street, New York, N.Y., and respondents George A. Braga and Joseph B. Clifford are president. and assistant secretary, respectively, of the respondent corporation. (Respondent E. J. Kramer formerly was manager, molasses department, of said corporate respondent and is designated as such in the complaint.) Respondent Molasses Trading Company is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas, with its principal office and place of business at 508 Jones Building, Corpus Christi, Tex. Respondent is a subsidiary of corporate respondents Czarnikow Rionda Company and J. H. Leftwich & Company, Inc. (designated as J. H. Leftwich & Company in the complaint), and respondents J. H. Leftwich and Frank M. Hicks, Jr. (designated as F. M. Hicks, Jr. in the complaint) are president and vice president, respectively, of the said corporate respondent Molasses Trading Company. (Respondent Harold Fink formerly was comptroller, respondent E. J. Kramer formerly was assistant vice president and respondent R. L. McCauley formerly was sales manager, of said corporate respondent Molasses Trading Company and are designated as such in the complaint.) Respondent J. H. Leftwich & Company, Inc. is a corporation organized, existing and doing business under and by virtue of the laws of the State of Alabama with its principal office and place of business on the Alabama State Docks, P.O. Box 78, Mobile, Ala., and respondents J. H. Leftwich and Frank M. Hicks, Jr. are president and vice president, respectively, of said respondent corporation. Respondent National Molasses Company is a corporation organized, existing and doing bsuiness under and by virtue of the laws of the State of Pennsylvania with its principal office and place of business at Oreland, Pa., and respondents Joshua Epstein, Samuel G. Fisher, Joseph M. Rubenstone and Sidney M. Cohen, are president, vice president, vice president and secretary-treasurer, respectively, of said respondent corporation. Respondent National Molasses Company is a business affiliate of corporate respondent Southwestern Sugar & Molasses Company. (Respondent Samuel G. Fisher is designated in the complaint as Samuel G. Fischer.) Order 5T E.T.C.

2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents named in paragraph 1, hereof. The complaint states a cause of action against said respondents under the Federal ‘Trade Commission Act, and this proceeding is in the interest of the public. ORDER It is ordered, That respondent Southwestern Sugar and Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Lutz H. Frieler and Stanley J. Posner, individually and as employees of said corporation, and their representatives, agents and employees; respondent Molasses Products, Inc., a corporation, and its officers, representatives, agents and employees; respondent Standard Molasses Company, Inc., a corporation, and its officers, representatives, agents and employees; respondent Imperial Molasses Company, Ltd., a corporation, and its officers, representatives, agents and employees; respondent Peter G. Berdeshevsky, individually, and his representatives, agents and employees ; respondent Industrial Molasses Corporation, a corporation, and its officers, representatives, agents and employees, and respondents Benjamin H. Ticknor, II, Albert A. Teeter, Jr., and John P. Manard, individually and as officers and employees of said corporation, and their representatives, agents and employees; respondent Czarnikow Rionda Company, a corporation, and its officers, representatives, agents and employees, and respondents George A. Braga and Joseph B. Clifford, individually and as officers of said corporation, and respondent E. J. Kramer, individually, and their representatives, agents and employees; respondent Molasses Trading Company, a corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and respondents Harold Fink, E. J. Kramer and R. L. McCauley, individually, and their representatives, agents and employees; respondent J. H. Leftwich & Company, Inc., a corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and their representatives, agents and employees; respondent National Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Joshua Epstein, Samuel G. Fisher, Joseph M. Rubenstone and Sidney M. Cohen, individually and as officers of said corporation, and their representatives, agents and employees; and respondent Thomas P. Gallagher, individually, and his representatives, xgents and employees; directly or through any corporate or other SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. 511 497 Order device, in or in connection with the offering for sale, sale and distribution of blackstrap molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, do forthwith cease and desist from entering into, continuing, cooperating in, or carrying out any planned common course of action, understanding, agreement, combinaticn, or conspiracy between or among any two or more of gaid respondents, or between any one or more of said respondents and another or others not party hereto, to do or perform any of the following acts or practices:

(1) Establishing, fixing or maintaining prices, quotations, terms or conditions of sale for the sale of blackstrap molasses in the United States, or adhering to any prices, quotations, terms or conditions of sale so established, fixed or maintained ; (2) Quoting or selling blackstrap molasses at prices calculated or determined pursuant to or in accordance with any single basing-point delivered-price system or any other plan or system of delivered prices which includes freight charges by any seller from a designated point or points to destination other than the actual point of origin and irrespective of means and costs of transportation, resulting in identical price quotations or prices for blackstrap molasses at points of quotation or sale or to particular purchasers by any two or more competing sellers of blackstrap molasses using such plan or system. (3) Entering into, continuing, maintaining or enforcing any agreement or understanding, express or implied, with any purchaser of blackstrap molasses concerning the price at which such product is to be resold by such purchaser or by which such purchaser agrees or undertakes to include in any delivered price or price quotation any freight or other charge which is different from the actual cost incurred. , (4) Persuading, inducing, coercing, intimidating, compelling, or attempting to influence any purchaser of blackstrap molasses: (a) To adopt, maintain, or sell or offer to sell such product at any particular price or prices; or (b) To inélude in any delivered price or price quotation any freight or other charge which is different from the actual cost incurred.

(5) Threatening to boycott, attempting to boycott or boycotting any purchaser or prospective purchaser of blackstrap molasses. (6) Designating territories or accounts as exclusive trading territories or accounts for any of the respondents or any competing seller of blackstrap molasses.

It is further ordered, That respondent Southwestern Sugar and Molasses Company, a corporation, and its officers, representatives, agents and employees and respondents Lutz H. Frieler and Stanley Order dT FT.C.

J. Posner, individually and as employees of said corporation, and their representatives, agents and employees; respondent. Molasses Products, Inc., a corporation, and its officers, representatives, agents and employees; respondent Standard Molasses Company, Inc., a corporation and its officers, representatives, agents and employees; respondent Imperial Molasses Company, Ltd.. a corporation, and its officers, representatives, agents and employees; respondent Peter G. Berdeshevsky, individually, and his representatives, agents and employees; respondent Czarnikow Rionda Company, a corporation, and its officers, representatives, agents and employees, and respondents George A. Braga and Joseph B. Clifford, individually and as officers of said corporation, and respondent E. J. Kramer. individually, and their representatives, agents and employees; respondent Molasses Trading Company, a corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and respondents Harold Fink, E. J. Kramer and R. L. McCauley, individually, and their representatives, agents and employees; respondent J. H. Leftwich & Company, Inc., a corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and their representatives, agents and employees: and respondent Thomas P. Gallagher, individually, and his ‘representatives. agents and employees; directly or through any corporate or other device, or in connection with the offering for sale, sale and distribution of blackstrap molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, do forthwith cease and desist from entering into, continuing, cooperating in, or carrying out any planned common course of action, understanding, agreement, combination, or conspiracy between or among any two or more of said respondents, or between any one or more of said respondents and another or others not party hereto, to do or perform the following: Designating supplies of blackstrap molasses in the United States or any Territory thereof as available for purchase by only one or more of the respondents or any competing seller of blackstrap molasses, thereby precluding open and competitive bidding therefor. lt is further ordered, That respondent Southwestern Sugar and Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Lutz H. Frieler and Stanley J. Posner, individually and as employees of said corporation, and their representatives, agents and employees; respondent Molasses Products, Inc., a corporation, and its officers, representatives, agents and employees; respondent. Standard Molasses Company. Inc., a corporation, and its officers. representatives, agents and employees: SOUTHWESTERN SUGAR & MOLASSES COMPANY ET AL. -513 497 Order respondent Imperial Molasses Company, Ltd., a corporation, and its officers, representatives, agents and employees; respondent Peter G. Berdeshevsky, individually, and his representatives, agents and employees; respondent Industrial Molasses Corporation, a corporation, and its officers, representatives, agents and employees, and respondents Benjamin H. Ticknor, II, Albert A. Teeter, Jr.. and John P. Manard, individually and as officers and employees of said corporation, and their representatives, agents and employees; respondent National Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Joshua Epstein, Samuel G. Fisher, Joseph M. Rubenstone and Sidney M. Cohen, individually and as officers of said corporation, and their representatives, agents and employees; and respondent Thomas P. Gallagher, individually, and his representatives, agents and employees; directly or through any corporate or other device, in or in connection with the offering for sale, sale and distribution of blackstrap molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, do forthwith cease and desist from entering into, continuing, cooperating in, or carrying out any planned common course of action, understanding, agreement, combination, or conspiracy between or among any two or more of said respondents, or between any one or more of said respondents and another or others not party hereto, to do or perform the following: Continuing the joint venture known as “Midwestern Terminals”.

lt 7s further ordered, That respondent Southwestern Sugar and Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Lutz H. Frieler and Stanley J. Posner, individually and as employees of said corporation, their representatives, agents and employees; and respondent Peter G. Berdeshevsky, individually, and his representatives, agents and employees, in or in connection with the offering for sale, sale or distribution of molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, do forthwith cease and desist from entering into, continuing, cooperating in, or carrying out any conspiracy with Compania de Mieles de Mexico, S.A. (a Mexican corporation), or with any other corporation or person, involving the malicious interference with any other corporation’s or person's supply of, or the prevention by other unlawful means of the purchase of. blackstrap molasses intended for resale in the United States. It is further ordered, That respondent Southwestern Sugar and Molasses Company, 2 corporation, and its officers, representatives, agents and employees, and respondents Lutz H. Frieler and Stanley J. Posner, individually and as employees of said corporation, and their representatives, agents and employees; respondent Molasses 640968—63——_34 Order | 57 FTC.

Products, Inc., a corporation, and its officers, representatives, agents and employees; respondent Standard Molasses Company, Inc., a corporation, and its officers, representatives, agents and employees; respondent Imperial Molasses Company, Ltd., a corporation, and its officers, representatives, agents and employees; respondent Peter Berdeshevsky, individually, and his representatives, agents and employees; respondent Industrial Molasses Corporation, a corporation, and its officers, representatives, agents and employees, and respondents Benjamin H. Ticknor, II, Albert A. Teeter, Jr., and John P. Manard, individually and as officers and employees of said corporation, and their representatives, agents and employees; respondent Czarnikow Rionda Company, a corporation, and its officers, representatives, agents and employees, and respondents George A. Braga and Joseph B. Clifford, individually and as officers of said corporation, and respondent E. J. Kramer, individually, and their representatives, agents and employees; respondent Molasses Trading Company, @ corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and respondents Harold Fink, E. J. Kramer and R. L. McCauley, individually, and their representatives, agents and employees, respondent J. H. Leftwhich & Company, Inc., a corporation, and its officers, representatives, agents and employees, and respondents J. H. Leftwich and Frank M. Hicks, Jr., individually and as officers of said corporation, and their representatives, agents and employees; respondent National Molasses Company, a corporation, and its officers, representatives, agents and employees, and respondents Joshua Epstein, Samuel G. Fisher, Joseph M. Rubenstone and Sidney M. Cohen, individually and as officers of said corporation, and their representatives, agents and employees; and respondent Thomas P. Gallagher, individually, and his representatives, agents and employees, in or in connection with the offering for sale, sale or distribution of blackstrap molasses in commerce, as “commerce” is defined in the Federal Trade Commission Act, do forthwith cease and desist, for a period of five years following the entry of this order by the Federal Trade Commission, from quoting or selling such product at prices calculated or determined pursuant to or in accordance with any single basing-point delivered-price system which results in identical price quotations or prices for blackstrap molasses at points of quotation or sale or to particular purchasers by any two or more competing sellers of blackstrap molasses using such plan or system. Provided, however, That. nothing herein contained shall be deemed or construed to prohibit any of the above named corporate respondents from entering into or maintaining any bona fide intracorporate GARAY & CO., INC., ET AL. old 497 Syllabus or intraenterprise activities with its officers, directors, employees, principals, agents, subsidiaries or business affiliates relating to the sole and separate intracorporate or intraenterprise business of said corporate respondent when it can show (1) that it is not in competition with said officers, directors, employees, principals, agents, subsidiaries or business affiliates; and (2) that the transactions covered by the intracorporate or intraenterprise activities relate solely to the internal operations (intracorporate or intraenterprise) of said corporate respondent, and do not include or involve any competitor or competitors of said respondent or its officers, directors, employees, principals, agents, subsidiaries or business affiliates. It is further ordered, That the complaint herein be, and the same hereby is, dismissed without prejudice as to the respondents Abram I. Kaplan (incorrectly named in the complaint as Abraham I. Kaplan), Compania De Mieles De Mexico, S.A., and New Mexico Timber Company, subject to this decision’s becoming the decision of the Commission as to the other respondents in this proceeding. FINAL ORDER By its order of July 28, 1960, the Commission extended until further order the date on which the initial decision of the hearing examiner herein would become the decision of the Commission; and The Commission now having concluded that said initial decision is appropriate in all respects to dispose of this proceeding: It is ordered, That the initial decision of the hearing examiner filed June 10, 1960, be, and it hereby is, adopted as the decision of the Commission.

It ws further ordered, That all of the respondents herein, except those as to whom the complaint has been dismissed, shall, within sixty (60) days after service upon them of this order, file with the Commission a report, in writing, setting forth in detail the manner and form in which they have complied with the order to cease and desist.