Alamo Fruit & Vegetable Co., Inc.

Text (OCR of the scan at left; may contain errors)

which it has complied with this order.

IN Tln: 1\1:ATTR OF ALA IO Fruit VEGETABLE CO. INC.

CONSENT ORDER, ETC. IN REGARD TO THE ALLEGED VIOLATION OF SEC. 2(c) m' TRIJ CLAYTON ACT Docket 0-67. Complaint, Jan. 2.1, 196ft-Decision, Jan. 2.1, 1962 Consent order requiring an Alamo, Tex. , packer of citrus fruit to cease violating Sec. 2 (c) of the Clayton Act by paying brokerage or discounts to some brokers and direct buyers on purchases for their own accounts for resale. ALAMO FRGIT' & VEGETABLE CO., INC. 209 208 Complaint COl\IPLAIN' The Federal Trade Commission, having reason to believe that the party respondent named in the caption hereof, and hereinafter more particularly described, has been and is now violating the provisions of subsection (c) of Section 2 of the Clayton Act, as amended (U. Title 15, Sec. 13), hereby issues its complaint, stating its charges with respect thereto as follows:

PARAGRAPH 1. Respondent Alamo Fruit & Vegetable Co., Inc., is a corporation organized, existing and doing business lUlder and by virtue of thc laws of the State of Texas with its offces and principal place of business located in Alamo, Tex., with mailing address as Post Offce Box 666, Alamo, Tex.

PAR. 2. Respondent is now and for the past several years has been engaged In the business of packing, selling and distributing citrus fruit, such as oranges, tangerines and grapefruit, an of which arc hereinafter referred to as citrus frnlt or fruit products. Rcspondcnt sells and disttibutes its c.itrlls fruit through company salesmen, brokers and wholesalers, as well as direct, to customers located in many sections of the United States. \Vhen brokers are utDized in making sales for it, respondent pays them for their services a brokerage or commission, usually at the rate of 5 cents per carton or 10 cents per 10/5 bushel box, or equivalent. Respondent's annual volume of business in the saJe and distribution of citrus fruit is substantial. PAR. 3. In the course and ccmduct of its lJUsiness over the past several ymtrs, respondent has sold and distributed and is now selling and distrilmting its citrus fruit in commerce, as "com11erce" is definecl in the aforesaid Clayton Act, as amended, to buyers located in the, several states of the United St.ates other than t.he State or Texa, in which respondent is located. Respondent transports, or causes such citrus fruit, ,,,hen sold, to be transported from its place of busine,55 or packing plant in the State of Te3:as, or from other places within the State, to such buyers 01' to the buyers' customers located .in various other states of the United States. Thus there has been, at all timos mentioned herein, a continuous course of trade in COJllnerCe in such citrus fruit across state lines between said respondent and the respective buyers of such fruit.

PAR. 4. In the course and conduct of its business as aforesaid, respondent has been and is now making subst LTtial sales of citrus fruit to sOIne, but not all, of its brokers and direct buyers purchasing for their own account for resale, and on a large number of these sales respondent paid, granted or allo\\ed, a.nd is now paying, granting or allowing to these brokers and other direct buyers on their purchases ;.

210 FEDERAL TRADE CO:lIISSION DECISIONS Decision and Order 60 F.

a commission, brokerage, or other compensation, or an allowance or discount in lieu thereof, in connection therewith. PAR. 5. The acts and practices of respondent in paying, granting or allowing to brokers and direct buyers a commission, brokerage or other compensation, or a.n allmYiUlCe or discount in lieu thereof, on their own purchases, as above alleged and described, are in violation of subsection (c) of Section 2 of the Clayton Act, as amended (D. Title 15, Sec. 13) .

DECISION AXD ORDER The Commission having heretofore determined to issue its COlnH plaint charging the respondent named in the caption hereof with violation of subsection (c) of Section 2 of the Clayton Act as amended, and the respondent having boon served with notice of said determination ancllvith a copy of the complaint the Comnlission intended to issue, together with a proposed form of order; and The respondent and coullsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondent of all the jurisdictional facts set forth in the complaint to issue herein, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent that the law has been violated as set forth in such complaint, and waivers and provisions as required by the Commission s rules; and The Commission, having considered the agreement, hereby accepts same, issues it.s complaint in the form contemplated by said agreement makes the following jurisdictional findings, and enters the following order:

1. Respondent Alamo Fruit & Vegetable Co. Inc., is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas with its offces and principal place of business located in Alamo, Tex., with mailin address as Post Offce Box 666 Alamo, Tex.

2. The Federal Trade Commission has jurisdiction of the subject matter of tllls proceeding and of the respondent. ORDER It ordered That the respondent Alamo Fruit & Vegetable Co. , a corporation, and its offcers, agents, representatives and employees, directly or through any corporate or other device, in connection with the sale of citrus fruit, or frit products, in commerce, as commerce" is defined in thc Clayton Act, as amended, do forthwith ceas and desist from:

THE NATIQKAL SUGAR REFINING CO. 211 208 Complaint Paying, granting, or allowing, directly or indirectly, to any buyer or to anyone acting for or in behalf of or who is subject to the direct or indirect control of such buyer, anything of value as a coid1nission brokerage, or other compensation, or any allowance or discount in lieu thereof, upon or in cOlllection with any sale of citrus fruit or fruit products to such buyer for his own account. It is fwther ordered That the respondent herein 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.

IN THE MA'ITR OF THE NATIONAL SUGAR REFINING COMPANY SENT ORDER, ETC., IN REGARD TO Tile ALLEGED VIOLATION OF SEC. 7 OF Tl-UJ CLAYTON ACT Dooket 6852. Complaint, July 25, 195i-Deoi.sion, Feb. , 1962 Consent order requiring the nation s second largest domestic sugar refiner to sen within six months and so as to restore the former competitive standing, the assets including refinery and sugar mil at Reserve, La., of the seventh largest-fith largest east of the ::Iississippi River-refiner, which it acquired in June 1956 for approximately $6 million for the fixed assets and about $8 million for accounts receivable, inventories, and manufacturing supplies. COMPLAINT The Federal Trade Commission, having reason to believe that the party respondent named in the caption hereof and hereinafter more particularly designated and described, has violated and is now violating the provisions of Section 7 of the Clayton Act (15 U. C. Title 15 Sec. 18), as amended, and approved December 29, 1950, hereby issues its complaint, charging as follows:

Co. (here- P ARGRAIll 1. Respondent, The National Sugar Refiing inafter sometimes referred to as "respondent National"), is a corporation doing business under and by virtue of the laws of the State of New Jersey, with its principal offce and place of business located at 100 Wall Street, New York, N.

The present company was organized under the Jaws of the State of N ew Jersey on Juno 2, 1900, under the corporate name of The National Sugar Refining Company of N cw Jersey. In 1939 its corporate name was changed to its present form. Upon its organization the respondent National acquired the stock of the K ew York Sugar Refiing Company, Mollenhauer Sugar Re- THE NATIQKAL SUGAR REFINING CO. 211 208 Complaint Paying, granting, or allowing, directly or indirectly, to any buyer or to anyone acting for or in behalf of or who is subject to the direct or indirect control of such buyer, anything of value as a coid1nission brokerage, or other compensation, or any allowance or discount in lieu thereof, upon or in cOlllection with any sale of citrus fruit or fruit products to such buyer for his own account. It is fwther ordered That the respondent herein 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.

IN THE MA'ITR OF THE NATIONAL SUGAR REFINING COMPANY SENT ORDER, ETC., IN REGARD TO Tile ALLEGED VIOLATION OF SEC. 7 OF Tl-UJ CLAYTON ACT Dooket 6852. Complaint, July 25, 195i-Deoi.sion, Feb. , 1962 Consent order requiring the nation s second largest domestic sugar refiner to sen within six months and so as to restore the former competitive standing, the assets including refinery and sugar mil at Reserve, La., of the seventh largest-fith largest east of the ::Iississippi River-refiner, which it acquired in June 1956 for approximately $6 million for the fixed assets and about $8 million for accounts receivable, inventories, and manufacturing supplies. COMPLAINT The Federal Trade Commission, having reason to believe that the party respondent named in the caption hereof and hereinafter more particularly designated and described, has violated and is now violating the provisions of Section 7 of the Clayton Act (15 U. C. Title 15 Sec. 18), as amended, and approved December 29, 1950, hereby issues its complaint, charging as follows:

Co. (here- P ARGRAIll 1. Respondent, The National Sugar Refiing inafter sometimes referred to as "respondent National"), is a corporation doing business under and by virtue of the laws of the State of New Jersey, with its principal offce and place of business located at 100 Wall Street, New York, N.

The present company was organized under the Jaws of the State of N ew Jersey on Juno 2, 1900, under the corporate name of The National Sugar Refining Company of N cw Jersey. In 1939 its corporate name was changed to its present form. Upon its organization the respondent National acquired the stock of the K ew York Sugar Refiing Company, Mollenhauer Sugar Re- , 212 FEDERAL TRADE CO:vv1ISSION DECISIONS Complaint 60 F.

fining Company, and National Sugar Refming Company (a New Jersey corporation distinct from respondent National, and dissolved in 1938), and, through such stock ownership or by transfer thereafter the sugar refineries of the above named companies, then situated respectively at Long Island City, New York; Brooklyn, New York; and Yonkers, New York.

Following the merger of the three companies the Mollenhauer plant was closed and operations were begun immediately at the Long Island City and Yonkers refineries.

In 1927 the respondent purchased the refulery of IVarner Sugar Refining Company at Edgewater, New Jersey, and in 1D31 the operations of the Yonkers refinery -\Were terminated, leaving the respondent with two operating plants, its present l'efmery in Long Island City, New York, and the Edgewater, New Jersey refinery. In J alluary HHl, the trademark, good will and certain other assets but not the refinery, of Arbuckle Brothers were purchased by Arbuckle Sugars, Inc., a wholly owned subsidiary of respondent National. This subsidiary was dissolved August 25 , 1947, and its business con tinued under the name of Arbuckle Sugars Division of The National Sugar Refining Company.

In 1941 a newly incorporated subsidiary of respondent National the Pennsylvania Sugar C0111pany, acquired the sugar refinery, plants and refining business of the former Pennsylvania Sugar C01npany. Since 1947 this subsidiary has been operated as the Pennsylvania Sugar Division of The:N ation tl Sugar Refining Company. During 1943 and 1944 the respondent sold the machinery, refinery, and other property which it owned at Edgewat.er, New Jersey, and confined its sugar refining operations and those of its subsidiary to the Long Island City and Philac1el phia refineries. Respondent, directly and through its various subsidinxies, is engaged, among other things, in the business of refining cane sugar and refines and distributes under the trade names " Jack Frost Qua.ker "Arbuckle " and "Godchaux" oyer forty grades of cane sugars in a great variety of packing. It also has a line of hard, soft, andliquld cane sugars under the brand name " ational, and also produces under the name "lCrist- ICleen" nine grades of special liquid and semi-solid invert sugars adaptable for industrial use. Hespondcnt J\Tntional is the second largest domest.ic. reiinpr of sugar in the United 1tes, selling its products in 28 states and accOlmting for approximately 15% of the national output.

PAR. 2. Respondent National purcha.ses raw sugar from suppliers located in various States of the 1Jnited Sta.tes. This raw sugar is THE NATIONAL SL"GAR REFINING CO. 213 211 Complaint extracted from sugar cane which is grown in the United States, Cuba IIawaii, Puerto Rico and the Philippine Islands. The refined sugar produced by respondent is offered for sale, sold, and distributed to purchasers thereof located throughout the United States and respondent is engaged in conllnerce as "conmlerce" is defined in the Clayton Act and the Federal Trade Commission Act.

PAR. 3. Prior to June, 195G, Godchaux Sugars, Inc. (hereinafter sometimes called Godchaux), was a corporation organized and doing business umler and by virtue of the laws of the State of Xew York with its principal offce and place of business located in the Caronc1c1et Building, New Orleans, Louisiana. Godchaux was incorporated in Xew York on July 7, 1919. At that time it acquired all of the property of Godchaux Company, Inc., which had been incorporated in 1914 to succeed Leon Godchaux Co. , Ltd., a business that was founded by Leon Godchaux in 1898 under a perpetual charter. Godchaux was principally a planter: manufacturer and refiner of eane sugar and in 1955 ranked seventh in size among suga.r refiners in the rnited States and fifth in size among sugar refiners operf'ting east of thc Ylississippi River. The properties and assets of Godchaux were located in the Parishes of St. .John thc Baptist, St. Charles, Lafourche, Assumption, and St. Bernard, Louisiana. The real property consisted of approximately 32 000 acres of land in the he,art of the cane growing district of Louisiana. The company had approximately 13 500 a.cres planted in sugar cane. These properties ate on or near the iississippi River and are an average dishmce of about 50 miles from New Orleans, Louisiana. The cane sugar produced frolll this acreage formed only a small part of the refined output of Godchaux. In addition to its own sugar t.he companies refinery handled a htrge fll1count of Cuban and Puerto Hican sugar imported through the port of New Or1enns, Louisiana. Goc1chaux purchased h is sugar from suppliers located in various States of the 1Jnit.ed States. The compa.ny owned and operated a refinery and mill at R,eserve Louisiana, as well as a sugar cane mill at R.aceland, Louisiana. Prodnets were distributed under the brand names "Godc.hal1x:' and "Race, land" through jobbers and wholesale groc.ers in 21 States, principally in the southern and central freight rate t.erritories. These bra,nd names had become well established over a long period of years. Godehaux: while in t.he course and conduct of manufacturing. refining, selling and distributing its principal product, refined sugar, was in commerce, as "cOlmneree" is defined in the Clayton Act. PAR. 4. In 1939 there existed 112 companies doing busjness in the sugar refining industry. In ID54 the number of companies doing 719-603--64-- 214 FEDERAL TRADE COMMISSION DEClSIOKS Complaint 60 JJ' busine,ss in the industry "' as 88. This represents a decrease of 21 %. In 1939 these companies produced 6 088 772 tOllS of refined sugar. 19M these compltnies produced 7 481 434 tons of refined sugar. This represents an increase of 23%. There has been little, if any, expansion in the sugar refining industry since 1939, and the aforementioned figures clearly indicate a. tendency towl1nl concentration of production facilities. Entry into the sugar refining industry is c1iiIcult for various reasons which are, among others, severe capital requirements clue to the nature of manufacturing processes and heavy initial advertising expenditures in order to overC01ne public acceptance of e11trenehed \'\e11-kno,,' u brands of a commodity for which the demand is fairly inelastic.

The sugar refining business consists of two basic products, rcfil1ec1 cane sugar and refined beet sugar. The refined product of both beet ancl cane sugar is similar, with the exception of 111inor chemical c1if ferences and small price variations due to public preference for refined cane sugar. Respondent X ational and Godchaux are both refiners of cane sugar exclusively. For the purpose of this conlplaint, and the practices alleged to be illegal herein, refined beet sugar and refined cane sugar are considered identical.

PAR. 5. Respondent National and Godcha,l1x were in competition prior to and during a part of 1956 in the sale of refined suga.r products in substantially all of the States east of the Mississippi River and the States of Arkansas, Iowa, Louisiana, ilfissouri, and Oklahoma. In this area, in 1955, the five leading sugar refiners accounted for 58.3 percent of all refined sugar deliveries. The largest refiner in this area, is the American Sugar Refining Company. In 1955 this company delivered 29.3 percent of the sugar in the area. R.respondent K ational was t.he second largest refiner of sugar, delivering 821 080 t.ons of refined sugar ,which amounted to 13.4 percent of the industry total in the area in 1955. Godchaux was the fifth largest refiner of sugar, llclivcring 243 079 tons of refined sugar which amounted to 4: percent of the industry total in the area. in 1955. The combined tota.! of American Sugar, respondent National, and Godchrnix gives t.these three producers 46.7 percent of the refined sugar delivered in the area.

In 1955 in the area embracing the five States of Illinois, Indiana Kentucky, Michigan and Ohio, respondent National produced 11. percent of the refined sugar delivered and Godchaux produced 5. percent of the refined sugar delivered. The two companies produced a total of 17.5 percent.

THE NATIONAL SUGAR REFINING CO. 215 211 Complaint In ID55 in the tri-state area of Indiana, I entucky and Ohio, respondent National produce-d 22. 5 percent of the total refined sugar delivered and Godchaux produced 8.3 percent of the total refined sugar delivered. The two companies produced a total of 30.8 percent. In 1955 in the area embracing the States of Indiana and Ohio, respondent National produced 26.5 percent of the mfined sugar delivered and Godchaux produced 5.7 percent of the refined sugar delivered. The two companies produced a total of 32.2 percent. PAR. 6. On or about January 1956, ,V ebb and Kl"'PP, Inc. , an organization engaged primarily in the business of investing a.nd dealing in real estate, began buying stock in Godchaux through its corporate subsidiary, The 52026 Corporation, with the express purpose of ga,ining control of Godchaux and its approximately 32 000 acres of real estate in Louisiana,. Effective control of Godchaux was acquired shortly thereafter.

During the last half of May 1956, .Vebb and Knapp, Inc., annomlCed its intention to sell the Godchaux sugar refinery and the refining business :it Reserve, La., to Respondent K ational. This sale was consummated in .June 1D56, when respondent National a11louncecl the purchase of the refinery and mill of Godchaux, together with the busine,-;s, trade-mark, and goodwill of the Godchaux brand. The consideration for the transaction was approximately $6 000 000 for the fixed assets, plus approximately $8 000 000 for accounts receivable inventories, and manufacturing supplies.

As of the date of the aforementioned sale to respondent Kational tho stockholders of Goc1chaux voted to change the name of the corporation to Gulf States Land and Industries, Inc., and said corporation is still a part of the s1lgar industry by virtue of its O1vllcrship and operat.ion of the cane mill at Raceland, Louisiana, and all of its original cane growing operations. Approximately 31 000 of the 32 OOO acres of land originally owned by Goc1chaux was retained by Gulf States Land and lndustries, Inc.

PAR. 7. The aforesaid acquisition by respondent National of Goc1chaux may have the euect of substantially lessening competition or tending to create a monopoly in the production and sale of refined sugar in commerce, as "commerce" is defined in the Clayton Act. Iore speei.fical1y, the aforesaid effects i.nclude the actual or potential lessening of competition and a tendeney to create a monopoly in violation of Section 7 of the Clayton Act in the following ways, among others:

216 FEDERAL TRADE C01-LvIISSIOK DECISJOKS Initial Decision 60 F.

(1) Godchaux has been permanently eliminated as one of the substantia.! independent producers of refined sugar and is no longer competitive factor in the area,s designated; (2) By substantially increasing the competitive position of respondent National in the areas designated which may be to the detl.iment of actual and potential competition;

(3) Actual and potential competition between respondent National and Goclchaux has been and will be eliminated in the production and sale of refined sugar in the areas in which they compete; (4) Actual and potential competition generally in the production and sale of refined sugar ll1ay be substantially lessened and industrywide concentration in the production of refined sugar has been and may be increased;

(5) The acquisition of Godchaux substantially increases respondent' s overall position and gives respondent K ational the facilities market position, and ability to monopolize or to tend to monopoljze the refined sugar business in the designated areas j (6) Substantially lessen competition by discouraging new entrants into the sngnr refining business because of the monopolistic positjon of respondent Xational in certain areas and the. further concentration of the industry as a. ,whole.

Pall 8. The foregoing acquisition act.s and practices of respondent as hereinbefore al1egec1 and set forth, constitute a violation of Section 7 of the Clayton Act (U. c. Title 15, Sec. 18), as amended, and approved December 2\\ 1D50.

ilar. R1tf1/.S E. lVil80n and 111'1. Ross D. _Young for the Commission. by illi'. AlbeTt R. Oonnelly and illt. arath Swaine JlooTe Gi' 08VenOl' Elw of New Y ork, for the re ponclent. IXITU-L DECISION BY LOREN 1-1. LAUGHLIN, HEAHIXG EXA::IINER The Federal Trade Commission (sometimes also hereinafter referred to as the Commi.ssion) on July 25, 1957, i sncd its complaint herein, cha.rging the respondent, The National Sugar Refining Company, a corporation, with having violated the provisions of S 7 of the Clayton Act (15 U. , Title 15, e 18), as amended, and approved December 29 1950; and respondent was duly served with process. On December 27, 1961 , there was submitted to the undersigned IIearing Examiner of the Commission, for his consideration and appl'until, ttn "Agreement Containing Consent Order To Divest''' together with its Appendices A and B, both attached thereto and by reference ma,c1e a part of said agreement which "as entered into by respondent, its cOllnsel, and counsel supporting the complaint on 'THE :-ATIO::TAL SL'GAR REFINING CO. 217 211 Initial Decision December 27, 1961, subject to the approval of the Bureau af Restraint of Trade, which has subsequently clu1y approved the same. After due consideration, the hearing examiner finds that said agreeruent, both in form and in content, is in accord 'with S :-3.25 of the Commission s R.ules of Practice for Ac1judicntive Proceedings dated March 1960, and that the parties have specifically agreed to the fal- 1()"wing matters:

1. Respondent is a corporation existing and doing business under and by virtue of the Jaws of the State of :Aew .Jersey, with its o!fce and principal place of business Jocatcd at 100 IV all Street in the city of 1' ew Yark, State of 1' c". Y ark. 2. Respondent achnits all the jurisdictional facts alleged in the complaint and agrees that the record 1nay be taken as if ilndings of jurisdictional facts had been duly made in accordance wit.h such allegations.

3. This agreement disposes of this proceedjng as to a11 parties. The parties agree that the order contained herein is in the public interest for the reasons set forth in the attached c\.appendix A which by reference is made a part of this agreement. 4. Godchaux Sugar Hefining Co. , a Heldy formed corporation created for the purpose of acquiring the assets \\-which are the subject of the order of divestiture herein, shad b9 deemed a. purchaser apprm-ed by the Commission. The terms of the contract annexed hereto as Appendix 13 arc acceptable for the aforesaid purpose. 5. Respondent waives:

(a) Any further procedural steps;

(b) The requirement that the COl1luission s decision contain a statement of findings of fact and conclusions of law; and (c) An rights to seek judicial rBlriew or otherwise to c.m1Jange or contest the validity of the order entered pursuant to this agreement. 6. The record on "which the initial decision and the decision of the Commission shan be based shall consist solely of the complaint flncl this agreement.

7. This agreeluent shojI not become a part of the ofIicinJ record of the proceeding un Jess and until it is accepted by the Commission. 8. This agreement is for settlement purposes only and does not constjtute an admission by respondent that it has viobted the law as a1Jcged in the complaint.

9. The following' order may be entered in this proceeding by the C01nmission without further notice to respondent. The complaint may be used in construing the terms of the order. ,Vhen so entered the order to divest shall have the salle force and effect as if entered 218 FEDERAL TRADE COMMISSION Decisioxs Initial Decision 60 F.

after a full hearing. It may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders.

Upon due consideration of said complaint and agreement, the hearing examiner approves and accepts the "Agreement Containing Consent Order To Di vest" ; finds that the Commission has jurisdiction of the subject-matter of this proceeding and of the respondent herein; that the complaint states a legal cause for complaint under 7 of the ChLyton Act, as arncnded, against t118 respondent, both generally and in each of the particulars alleged therein; that this proceeding is in the interest of the public; and that the order proposed in said agreement is appropriated for the just disposition of all the issues in this proceeding as to all of the parties thereto; and therefore issues the said order, as follows:

It .is onle?' That The :Kational Sugar Refining Company, a corporation, through its offcers, directors, agents representatives and employees, shall divest itself within six (6) months of service of this order by the Commission, absolutely and in good fait, , as a unit by sale to Godchaux Sugar Refining Co. or any other purchaser approved by t.he Commission, of all assets, properties, rights or privileges tangible or intangible, including but not limited all plants, equipment, trade, names, trademarks: contracts and business: and aU other properties, rig-hts and privileges acquired by The National Sugar Relining Company by the acquisition of the assets of Godchaux Sugars, Inc. (except as such assets or any part thereof may have been disposed of heretofore), together ,with such additions find equipment of lrhatever clescrip60n as have been added thereto, in such a lllQnner as may be necessary to restore Godchaux Sugars, Inc., to at least the same, relative competitive sta.nding it formerly had jll the sugar refining industry at or around the time of its acquisition by respoll(lent.

It is juPthel' ordered That in such divestment, none of the said assets, proper.rties, rights and privileges, tangiblc or intangible, shall be sold or transferred, clin ctly or jl1directly, to anyone VdlO at the time of the divestiture is an offcer, director, employee, or agent of or otherwise directly or indirectly connected with or under the control or influence of! re.spondent, The National Sugar Heflning Company. THE : .,TATIONAL SUGAR REFINIXG CO. 219 211 Decision and Order III It is .tnt/he!' ordered That respondent shall submit to the Commission bi-monthly reports describing the action that has been taken and the efforts that have been made to sell the subject assets. Such reports shall indicate the methods and nwans employed to effectuate a sale, the result of such actions and efforts and shall set forth the name and address of each person or company contacted, or who has indicated interest in acquiring said properties, together with copies of all correspondence and summaries of all ora,) eommunications with such persons or companies.

It is full1le1' ordered That respondent shad, within sixty (60) days after cliyestiture of the subject properties, file ,with the Commission n. report, in writing setting forth in detail the manner and form in which it has complied with this order.

It i /Hrther ordel' That, in the event respondent ret.ains any security interest in the subject properties which may be divested to Godchaux Sugar Refining Co. and thereafter, by enforcement or settlement or any other means of enforcing such security, regains ownership or control of such property, respondent shall di,-est itself of said property regained in the same nlanner as provided in Sections, II III and IV of this Order.

It 'is further ordered That for a period of five (5) years from the date of this order respondent shall cease and desist from acquiring, directly or indirectly, through subsidiaries or otherwise, the assets stock or a.ny equity in any other sugar refining or beet processing company in the United States.

DECISION OF THE CO::BIISSION AND ORDER TO FILE REPORT OF CO::IPLIANCE Pursuant to Section 3.21 of the Commission s Rules of Pmctice published Iay 6, 1955, as amended, the initial decision of the hearing examiner shall, on the 1st day of February 1962, become the decision of the Cormnission; a.nd, accordingly:

It is ordered That respondent The ational Sugar Refining Compa,ny, a corporation, shall file with the Comlnission reports in writing, setting forth in detail the manner and form in which it has complied with the order to divest, as required by Paragraphs III and IV of the order contained in the initial decision.

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220 FEDERAL TRADE CO:\.fMISSION DECISIOKS Complaint 60 F,