Golden Grain Macaroni Company

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

IN THE MATTER OF GOLDEN GRAIN MACARONI COMPANY, ET AL.

MODIFIED ORDER IN REGARD TO THE ALLEGED VIOLATION OF THE FEDERAL TRADE COMMISSION ACT Docket 8787. Complaint, May 23, 1967—Modified order, June 26, 1978. Order modifying an earlier order dated January 18, 1971, 36 F.R. 5212, 78 F.T.C. 63, pursuant to order of December 20, 1972, of the United States Court of Appeals for the Ninth Circuit,* by deleting that part of the order requiring divestiture of Oregon Macaroni Company. MODIFIED ORDER Respondent Golden Grain Macaroni Company having filed in the United States Court of Appeals for the Ninth Circuit a petition to review and set aside the order issued herein on January 18, 1971; *On May 29, 1973, the Supreme Court denied the petition filed by respondent for writ of certiorari, 412 U.S. 918.

GOLDEN GRAIN MACARONI CO., ET AL. 1825 1824 Order and the court on December 20, 1972, having rendered its decision and entered its judgment affirming and enforcing said order except for that part of the order requiring divestiture of Oregon Macaroni Company; and the United States Supreme Court having denied a petition filed by respondent for writ of certiorari to the court of appeals for review of said decision and judgment. Now therefore it is hereby ordered, That the order of January 18, 1971, be, and it hereby is, modified in accordance with the judgment of the court to read as follows: It is ordered, That respondent, Golden Grain Macaroni Company, a corporation, and its officers, directors, agents, representatives, employees, subsidiaries, affiliates, successors and assigns, within one (1) year from the date this order becomes final, divest, absolutely and in good faith, subject to the approval of the Federal Trade Commission, all stock, assets, or other interests acquired by Golden Grain Macaroni Company, or its subsidiaries, in Porter-Scarpelli Macaroni Company, as a result of Golden Grain Macaroni Company’s acquisition of Mission Macaroni Company. It is further ordered, That respondent Golden Grain Macaroni Company, a corporation, and its officers, directors, agents, representatives, employees, subsidiaries, affiliates, successors and assigns, within one (1) year from the date this order becomes final, divest, absolutely and in good faith, subject to the approval of the Federal Trade Commission, all stock, assets, or other interests, including the option to purchase additional stock or other interests, in Major Italian Foods Company, Inc., as a result of Golden Grain Macaroni Company’s acquisition of stock of Major Italian Foods Company, Inc.

It is further ordered, That none of the stock, assets, properties, rights or privileges to be divested be sold or transferred, directly or indirectly, to any person who is at the time of the divestiture an officer, director, employee or agent of, or under the control or direction of, Golden Grain Macaroni Company or any of its subsidiaries or affiliates, or who owns or controls, directly or indirectly, more than one (1) percent of the outstanding shares of voting stock of Golden Grain Macaroni Company, or any of its subsidiaries or affiliates.

It is further ordered, That for a period of ten (10) years respondent Golden Grain Macaroni Company shall cease and desist from acquiring, directly or indirectly, without prior approval of the Federal Trade Commission, the whole or any part of the share Dissenting Statement 82 F.T.C.

capital or other assets of any corporation engaged in the manufacture of dry paste products within the Pacific Northwest. It is further ordered, That respondents shall, within sixty (60) days from the date of service of this order and every sixty (60) days thereafter until divestiture is fully effected, submit to the Commission a detailed report of their actions, plans, and progress in complying with the divestiture provisions of this order, and fulfilling their objectives. All reports shall include, among other things that will be from time to time required, a summary of all contacts and negotiations with potential purchasers of the stock, assets, properties, rights or privileges to be divested under this order, the identity of all such potential purchasers, and copies of all written communications to and from such potential purchasers.