Prince Macaroni Manufacturing Company

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

it has complied.d with this order.

" THE :11."1 TT:H OF PRI CE ",IACARO 1 ",L Nufacturing CO IPAXY CONSENT ORDER , ETC. , IN REGARD TO THE ALLEGED VIOLATION OF SECS. 2(a), (d), and (e) OF TIE CLAY'l'X ACT Docket C-"/68. Complaint, June 30, 1.91 Decislon, June BU 196' Consent order requiring a I.-owell, Mass. , manufadurer of macaroni, macaroni products, sauces and prepared foods-sellng to a large number of wholesalers, retailers and chain stores in various states to cease discriminating 124- FEDERAL 'fHADE COM IISSION DECISIOXS Complaint 6G F.

in price between different customers by, for example, (1) gi\'ing substantial price discounts 011 certain products to two food chains but not to their competitors, in violation of Sec:. Z(a) of the Clayton Act; (2) paying a substantial amount of money to a Kew England food chain with stores ill various states, for advertising or other services furnished in cOllnection \vitb the sale of its producti: , but noc makillg proportionally rqu:11 payments availflble to the chain s competitors. thus yiolating Sec. lcl) of tbe Clayton Act; and (3) furnishing demonstrators to certain purchasers but not to their competitor. in dolatiou of Sf;C. 2(e).

CO)frLAIXT The Federal Trade Commission, having reason to believe that the pa.rty respondent named in the caption hereof, and hereinafter Inore particular.lly designated and described, has violated, and is nmy violating the provisions of subsections (a), (d), aud (e) of Section 2 of the Clayton ,Act" as amended (U. C. Title 13, Sec. 13), hereby issues its complaint, stating its charges with respect thereto as follows: COUNT I "IJUGK\Pl- 1. Respondent Prince J\facHroni :Manufacturing Company is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Massachusetts, with its offce and principal place of business located at Prince Avenue, Lowell assa,chusett.s.

PAH. 2. Respondent has been and is nmv enga.ged in the manufacture sale and distribution of macaroni, ll1aCal'oni products, sauces and prepared foods. Respondent sells its said products to a large number of customers located throughout the United States purchasing such products for use, consumption, or resale therein, including wholesalers retailers, and retail chain stores. Respondent:s sales of its products arb substantial, exceding $8 000 000 annually. PAR. 3. Respondent sells and causes its products to be transportd from its principal place of business in the State of Massachusetts to purchasers located in other staros of the United States. There has been at all times mentioned herein a continuous course of trade in sa,id prod- , as ucts in commerce, as "commerce ' is defined in the Clayton Act amended.

re- PAR. 4. In the course and conduct or its business in commerce, spondent sells its products of like grade and quality to pureha,ers who are in substantial competition with each other in the resale and distribution of respondent' s like products.

PAR. 5. In the course and conduct of its business in commerce, and particularly since 1958, respondent has been, and is now discriminat- PRINCE MACAHO I :vA:\UFACTURING CO. 1245 1243 Complaint ing in price bet een different purchasers of jts products of like grade and quality by selling said products to some purchasers at higher and less favorable prices than the prices charged competing purchasers for such products of like ,grade aud quality.

\n. G. For example, in one New York trading area, respondent gave substantial price discounts on certain of its products to two retail food chains, but did not offer or grant such discounts to ot,her purchasers who compete with the said two favored retail food chain purchasers in the sale and dist.ribution of responclent.\ l11;e products. PAR. 7. The effect of such discriminations in price made by respondent in the sale of its products, as hereinbefore set forth, may be substantially to lessen competi60n or tend to create a monopoly in t.he lines of commerce in which the fa,yored purchasers from respondent are engaged, or to injure, destroy or prevent competition with the favored purclmsers from respondent ,vho receive the uiscriminatory lower pnces.

PAR. 8. The discriminations in price made by respondent in the sale of its products, as hereinbefore aUeged, are in violation of subsection (Ol) of Section 2 of the Clayton Act, as amended by the Robinson-Pat- 111i:ln Act.

cor T II \R. 9. Paragraphs One through Four of Count I hereof are hereby set forth by reference and lnade a part of thi Count II as fully and ,with the same effect as if quoted here verbatim. \lL 10. In the course and conduct of its business in commerce, and particularly since 1958, respondent paid 01' contracted for the payment of something of value to or for the benefit of some of its customers as compensation or in considera.tion for services or facilities furnished by or through such customers in connection ,yit1l their offering for sale or sale of products sold to them by respondent, and such payments ,ycre not made available on proportionally equal terms to all other customcl'S competing in the sale and distribution of respondent s products. PAn. 11. For example, during the year l!); respondent contracted to pay, and did pay, a substantia.l amount of rnaney to a Xe,,- England retail food I3chain with stores locat.ed in various Stat.es, as compen,'3ation or as an allowance for advertising or other service.s or facilities fUl'lished by or through said ret.ail food elwin in conne, etion wit.h its offering for sale or sale of products sold to it by respondent. Such compensation or allowance was not. offered or otherwi.se made antilable OIl proport.ionally equal terms to all other customers cOlnpeting 'with said favored retail food chain in the sale and distribution of products purchased from respondent, 1246 FEDERAL TRADE CO IMISSION DECISIOKS Decision and Order 65 F. T. PAR. 12. The acts and practices of respondent, as alleged herein, are in violation of subsection (d) of Section 2 of the Clayton Act, as amended by the Robinson -Patman Act.

CO"CXT III PAR. 13. Paragraphs One through Four of Count I hereof are hereby set forth by reference and made a part of this Count III as fully and with the same effect as if quoted here verbatim. PAR. 14. In the course and conduct of its business in COlnn1erce, and particuhLrly since 1958, respondent has discriminated in favor or certain of its pure-hasers buying its products by contracting to furnish or furnishing, or by contributing to the furnishing of such favored purchasers se.rvices or facilities connected with the; handling, sftle, or offering for sale of such products so purchased while not according such services or facilities to all other com peting purchasers on proportiona lly equal terms.

PAR. 15. As ilustrative of such practices, respondent has furnished certain of its purchasers the services and facilities of special persolllel known as "demonstrators" while not according such services and facilities to all other competing purchasers en proportionally equal terms. Such personnel, compensated and fU1'lished by respondent, are installed in the places of business of favored purcha::ers to assist in promoting t118 sale of re.'3ponc1ent: s products to customers of said favored purchasrs.

PAR. 16. The acts and practices of respondent, as alleged herein, are asin violation of subsection (e) of Section 2 of the Clayton Act, amended by the Robinson-Patman Act.

DECISION AND ORDER The Federal Trade Commission having initiated an investigatiou of certain acts and practices of the respondent named in the caption hereof, and the respondent having been furnished thereafter with a copy of a draft of complaint which the Bureau of Restraint of Trade proposed to present to the Commission for its consideration and which if issued by the Commission, would charge respondent with violatio11 of subsections (a), (d) and (e) of Section 2 of the Clayton Act, as amended; and The respondent and counsel for the Commission having thereafter executed an agreement containing a consent order ln admission by the respondent of all the juriselictional facts set forth in the aforesaid draft of complaint, a. statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by the respondent that the law has been violated as alleged in such com- ;.

PRINCE MACARONI MAc'WFACTURUW CO. 1247 1243 Decision and Order plaint, and waivers and provisions as required by the Conll11ission miles; and The Comnlission having reason to believe that the respondent has violated subsections (a), (d) and (e) of Section 2 of the Clayton Act as amended; and having determined that complaint should issue stating its charges in that respect; and having determined that the agreement would afford an adequate basis for appropriate disposition of the proceeding; and The COll1l1ission, subsequent to the foregoing c1etermhwtions, having issued on iarch 12 1964, its order accepting the aforesaid agreement but deferring service on the respondent of the decision and order of the Commission in this proceeding until issuance by the Commission of its decision and order in a related Commission proceeding in which X atice of Determination to issue complaint was directed by the Commission on such date; and the Comlnissiol1 having now determined that such condition is met inasmuch as the deeision and order in disposition of such related proceeding, namely, In the Matter of Procino- Rossi Om'poTation Docket. No. C-765 Cp. 1230 hereina, is issuing silnultaneously with the Commission s action herein; Now, therefore, the Commission hereby issues its complaint in this proceeding in the form contemplated by the aforcsaid agreement makes the following jurisdictional findings, and enters thc following order:

1. Pdnce :.Iacaroni Manufacturing Company is a corporation orga. nized, existing and doing business under and by virtue of the Jaws of the State of Massachusetts, with its offce and principal place of business located at Prince Avenue, Lowell, Massaebusetts. 2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondent. ORDER It ordered That respondent Prince YIacaroni Manufacturing Company, a corporation, and its offcers, employees, agents and repre sentatives, directly or through any corporate or other device, in or in connection with the offering for sale, sale or distriblltion of any of its products in commerce, as "commerce:: is defined in the Clayton Act as amended, do :forthwith cease and desist from discriminating, directly or indirectly, 1n the price of such products of like grade. L\nd quality:

By selling such products to any purchaser at net prices higher than the net prices charged any other purchflser who competes in the resale or distribution of such products ,rith the purchaser paying the higher price.

1248 FEDERAL TRADE COMMISSION DECISI01\"' Syllabus O:: F. It is fllTthel' ol'dcl'ed That respondent Prince Macaroni :\Ianufactnring Company, a corporation, and its offcers, employees, agents and rcpresentatives, directly or through any corporate or other device, in or in connection with the offering for sale, sale or distribution of any of its products in commerce, as "commerce" is defined in the Clayton Act, as amended, do forthwith cease and desist from: 1. Pa.ying or contracting for the payment of anything of valut' , or for the benefit of, any customer of respondent as compensation or in consideration for any services or facilities furnished by or through such customer in connection with the offering for sale, sale or distribution of respondent' s products, unless such payment or consideration is made available. on proportionally equal terms to an other customers competing in the distribution of such products;

2. Furnishing, contracting to furnish, or contributing to the furnishing of services or facilities in connection with the handliug, processing, sale or offering for sale of respondent's products to any purchaser from respondent of such products bought for resale, when such services or facilities are not accorded on p1'oportionally equal terms to all other purchasers from respondent who resell such products in competition with such purchasers who receive such services or facilities.

1 tis .hwthe1' o1'de1'ed That the respondent herein shall, within sixty (60) days after service upon it of this order fie with the Commission a report in writing setting forth in detail the manner and form in which it has complied with this order.