Kraftco, Inc

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IN THE MA TIER OF KRAFTCO, INC., ET AL.

CONSE ORDER , ETC., IN REGARD TO ALLEGED VIOLATION OF SEC. 5 OF THE FEDERAL rrade COM.\IISSION ACT AND SEe. 8 OF THE CLAYTON ACT Doket 9035. Complaint, Jum 1975-Deciswn, Aprl, 1976 Consent order requiring Richard C. Bond to cease servng simultaneously on the board of directors of Kraftco, Inc. , a Glenview, Ill., manufacturer and seller of margarine, edible oils and barbecue sauce, and as a director of any of Kraftc' competitors.

Appearances For the Commission: Ronald A. Bloch, Clinton R. Battertn and Joseph Tasker, Jr.

For the respondents: David C. Bogan and C. ue Cook, Jr., Chawell Kayser, Ruggles, McGee Hastings Chicago, II. Howard Hoosin and William G. Taffee Glenview, Ill. William E. Willis, Sullivan & Cromwell New York City. Fredic L. Ballard, Ballard, Spahr, Andrews & Ingersoll Philadelphia, Pa.

COMPLAI The Federal Trade Commission, having reason to believe that the above-named respondents have been and are in violation of the provisions of Section 8 of the Clayton Act, as amended, and Section 5(a)(1) of the Federal Trade Commission Act, and that a proceeding in respect thereof would be in the public interest, issues its complaint stating its charges as foliows:

PARGRAH 1. Respondent Kraftco, Inc. (hereinafter "Kraftco ) is a Delaware corporation, and maintains its principal office at Kraftco Court, Glenview, Ilinois. Kraftco has capital, surplus, and undivided profits aggregating more than one miliion doliars, and is engaged in whole or in part in commerce as "commerce" is defined in Section 1 of the Clayton Act and Section 4 of the Federal Trade Commission Act. PAR. 2. Respondent SC:I Corporation (hereinafter "SCM") is a New York corporation, and maintains its principal office at 299 Park Ave. New York, New York. SC:I has capital, surplus, and undivided profits aggregating more than one milion doHars, and is engaged in whole or in part in commerce as "commerce" is defined in Section 1 of the Clayton Act and Section 4 of the Federal Trade Commission Act. PAR. 3. Respondent Richard C. Bond is a resident of the Commonwealth of Pennsylvania.

216- 969 O- LT - 77 - 52 Decision and Order 87 F. PAR. 4. Respondent Bond is a member of the board of directors of each of the herein named corporate respondents. PAR. 5. The business of the corporate respondents, Kraftco and SCM includes the manufacture and sale in commerce of margarine, edible oils, and barbecue sauce.

PAR. 6. Kraftco and SCM, by the nature of their margarine, edible oil, and barbecue sauce business and location of operations with respect to said products, are competitors of each other. The elimination of competition with respect thereto by agreement between Kraftco and SCM would constitute a violation of the antitrust laws. PAR. 7. Therefore, the simultaneous presence of respondent Richard C. Bond on the board of directors of respondents Kraftco and SCM constitutes a violation of Section 8 of the Clayton Act and Section 5(a)(1) of the Federal Trade Commission Act. DECISION A'\ ORDER The Federal Trade Commission having heretofore issued its complaint charging the respondent named in the caption hereto with violation of Section 8 of the Clayton Act and Section 5(a)(1) of the Federal Trade Commission Act, and the respondent having been served with a copy of the complaint and with a copy of the notice of contemplated relief accompanying said complaint; and The respondent and counsel 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 heretofore issued, 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 alleged in such complaint and waivers and other provisions as required by the Commission Rules; and The Commission having thereafter issued an order withdrawing the matter described in the caption hereto from adjudication for the purpose of considering the proposed consent agreement pursuant to Section 3.25 of its Rules; and The Commission having considered the agreement and having provisionally accepted same, and the agreement containing a consent order having thereupon been placed on the public record for a period of sixty (60) days, and having duly considered the comment filed thereafter by interested persons pursuant to Section 3. 25( d) of the Commission s Rules, now in further conformity with the procedure prescribed in Section 3.25 of its Rules, the Commission hereby issues its decision in disposition of the proceeding against the above named KRAFTCO, IKC., ET AL. 811 809 Decision and Order respondent, makes the following jurisdictional findings, and enters the following order:

1. Respondent, Richard C. Bond, is an individual. 2. The Federal Trade Commission has jurisdiction over the subject matter of this proceeding and over the respondent, and the proceeding is in the puhlic interest.

ORDER 1. It is ordered That upon this order becoming final Respondent Richard C. Bond, so Jong as he remains a director of Kraftco, Inc. , (a) shall not resume his position as a director of SCM Corporation, and (b) shall not accept or continue to hold a position as director of any other corporation engaged in or affecting interstate commerce as defined in the Clayton or Federal Trade Commission Acts which is in competition with Kraftco, Inc.

within thirty (30) days from the date 2. It is further ord€redThat on which this order is served upon him respondent shall file with the Commission a written report setting forth the manner and form in which he has complied with this order.

Complaint 87 F.