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Additional information-Continued

Statements submitted for record-Continued

Fort, James F.

Funk, Carl W

Gidney, Hon. Ray M.

Gwynne, Hon. John W., Chairman, Federal Trade Commission..

Hali, Robert E. Lee...

Howell, Charles R.

Martin, William McC.

Nash, Frederick C., General Counsel, Department of Commerce.

National Association of Motor Bus Operators -

National Milk Producers Federation..

Resolution adopted by the house of delegates upon recommenda-

tion of the council of the section of corporation, banking and

business law, American Bar Association.

Southern Coal Producers Association..

Wagner, Richard.--

Tables--

All commercial banks, 1950–56.

Consolidations, mergers, and purchase and sale transactions

approved by the Comptroller of the Currency, 1950–56.-

Consolidations, mergers, and purchase and sale transactions

approved by the State Banking Departments, 1950–56.-

Consolidations of National banks, or National and State banks

during the year ended December 31, 1953..

Consolidations of National banks, or National and State banks

during the year ended December 31, 1954..

Consolidations of National banks, or National and State banks

during the 4 months ended April 30, 1955.

Mergers of National banks, or National and State banks, during

the year ended December 31, 1953.--.

Mergers of National banks, or National and State banks, during

the year ended December 31, 1954..

Mergers of National banks, or National and State banks, during

the 4 months ended April 30, 1955--

National banks merged or consolidated with and into State banks

during the year ended December 31, 1953.

National banks merged or consolidated with and into State banks

during the year ended December 31, 1954.

National banks merged or consolidated with and into State

banks during the 4 months ended April 30, 1955.-

Net gain in number of corporations over previous year.

Purchases of National banks by National and State banks during

the year ended December 31, 1953.

Purchases of National banks by National and State banks during

the year ended December 31, 1954..

Purchases of National banks by National and State banks during

the 4 months ended April 30, 1955.-

Purchases of State banks by National banks during the year

ended December 31, 1953.

Purchases of State banks by National banks during the year ended

December 31, 1954.

Purchases of State banks by National banks during the 4 months

ended April 30, 1955.-

Rise in gross national product--

Rise in number of corporations for 1955-56-

Status of the Nation's banking units and dual banking system..

"The Mandate,” published by National Federation of Independent

Business-Bulletin, excerpt.-

The Merger Movement in Retail Food and Grocery Distribution,

National Association of Retail Grocers -

The Statistics on Mergers, What They Prove and What They Fail to

Prove, March 1957, National Association of Manufacturers..

41

307
306
121

396

404

277

PREMERGER NOTIFICATION

WEDNESDAY, MARCH 6, 1957

HOUSE OF REPRESENTATIVES,

ANTITRUST SUBCOMMITTEE
OF THE COMMITTEE ON THE JUDICIARY,

Washington, D.C. The subcommittee met, pursuant to notice, at 10 a. m., in room 346, Old House Office Building, Hon. Emanuel Celler (chairman) presiding.

Present: Representatives Celler, Rodino, Rogers, Holtzman, Keating, McCulloch, and Miller.

Also present: Herbert N. Maletz, chief counsel, and Samuel R. Pierce, Jr., associate counsel.

The CHAIRMAN. The Chair wishes to make an announcement and read a statement.

These hearings have been called by the Antitrust Subcommittee for the consideration of the Celler premerger notification bill H. R. 2143 and oth similar bills (H. R. 2143 and H. R. 264 are as follows :)

(H. R. 264, 85th Cong., 1st sess.)

A BILL To amend the Clayton Act, as amended, by requiring prior notification of

corporate mergers

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That sections 7 and 15 of the Act entitled "An Act to supplement existing laws against unlawful restraints and monopolies, and for other purposes," approved October 15, 1914 (38 Stat. 731 and 736, as amended ; 15 U. S. C. 18 and 25 are amended as follows:

SECTION 1. That section 7 of said Act is amended by striking the first, second, and third paragraphs, and inserting in lieu thereof the following new paragraphs:

No corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital and no corporation subject to the jurisdiction of the Federal Trade Commission and no bank, banking association, or trust company shall acquire, directly or indirectly, the whole or any part of the assets of one or more corporations engaged in commerce, where in any line of commerce in any section of the country the effect of such acquisition of such stock or assets, or the use of such stock by the voting or granting of proxies or otherwise, may be substantially to lessen competition, or to tend to create a monopoly.

"No corporation subject to the provisions of this Act shall acquire, directly or indirectly, the whole or any part of the stock, other share capital or assets of one or more corporations engaged in commerce, where the combined capital, surplus, and undivided profits of the acquiring and the acquired corporations are in excess of $10,000,000 until ninety days after delivery to the Commission or Board vested with jurisdiction under the first paragraph of section 11 of this Act and to the Attorney General of notice of the proposed acquisition. Such notice shall set forth the names and addresses, nature of business, products or services sold or distributed, total assets, net sales, and trading areas of both the acquiring and the acquired corporations. The parties shall furnish within

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thirty days after request therefor, such additional relevant information as may be required by the Commission or Board vested with jurisdiction under section 11 of this Act or by the Attorney General. Any corporation willfully failing to give the notice or to furnish the required information shall be subject to a penalty of not less than $5,000 or more than $50,000, which may be recovered in a civil action brought by the Attorney General. Failure by the Federal Trade Commission, the Attorney General, or other appropriate agency to iņterpose objection to such acquisition within the ninety-day period shall not bar the institution at any time of any action or proceeding with respect to such acquisition under any provision of law. The Commission or Board vested with jurisdiction under section 11 of this Act, after consultation with and upon approval of the Attorney General, may establish procedures for the waiver of all or part of the waiting requirement in appropriate cases.

"The preceding paragraph shall not apply to corporations purchasing stock solely for investment when the stock acquired or held does not exceed 5 per centum of the outstanding stock or other share capital of the corporation in which the investment is made; nor to the acquisition by one corporation of the assets of any other corporation if such assets do not equal more than the sum of $5,000,000 or more than 5 per centum of the capital, surplus, and undivided profits of either the acquired or the acquiring corporation, whichever is less. The term 'assets'. as used in this paragraph shall not include stock in trade sold or held for sale by a corporation in the ordinary course of its business.

"Except for the provisions of the two preceding paragraphs, this section shall not apply to corporations purchasing stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition. Nor shall anything contained in this section prevent a corporation engaged in commerce from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or the natural and legitimate branches or extensions thereof, or from owning and holding all or a part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition.”

SEO. 2. That section 15 of said Act is amended by inserting after the first paragraph thereof the following paragraph : "Whenever the Federal Trade Commission has reason to believe

“(1) that any corporation subject to its jurisdiction is acquiring or has acquired stock or assets of another corporation in violation of the provisions of section 7 of this Act; and

“(2) that the enjoining of such acquisition or the maintenance of the status quo after acquisition pending the issuance of a complaint or the completion of proceedings pursuant to a complaint by the Commissioner under this section and until such complaint is dismissed by the Commissioner or set aside by the court on review, would be to the interest of the

public, the Commission, by any of its attorneys designated by it for such purpose, may bring suit in a district court of the United States to prevent and restrain violation of section 7 of this Act or to require maintenance of the status quo. Any such suit may be brought in any district in which the acquiring or the acquired corporation resides or transacts business. Upon proper showing, a temporary injunction or restraining order shall be granted without bond. In any case where injunction or restraining order to granted under this paragraph, the Federal Trade Commission shall proceed as soon as may be to the issuance of the complaint and to the hearing and determination of the case.”

(H. R. 2143, 85th Cong., 1st sess.) A BILL To amend the Clayton Act, as amended, by requiring prior notification of corporate

mergers, and for other purposes Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That sections 7 and 15 of the Act entitled "An Act to supplement existing laws against unlawful restrains and monopolies, and for other purposes," approved October 15, 1914 (38 Stat. 731 and 736, as amended, 15 U. S. C. 18 and 25) are amended as follows:

SECTION 1. That section 7 of said Act is amended by striking the first, second, and third paragraphs, and inserting in lieu thereof the following new paragraphs:

"No corporation shall acquire, directly or indirectly, the whole or any part of the stock or other share capital and no corporation subject to the jurisdiction of the Federal Trade Commission and no bank, banking association, or trust company, shall acquire, directly or indirectly, the whole or any part of the assets of one or more corporations engaged in commerce, where in any line of commerce in any section of the country the effect of such acquisition of such stock or assets, or the use of such stock by the voting or granting of proxies or otherwise, may be substantially to lessen competition, or to tend to create a monopoly.

"No corporation subject to the provisions of this Act shall acquire, directly or indirectly, the whole or any part of the stock, other share capital or assets of one or more corporations engaged in commerce, where the combined capital, surplus, and undivided profits of the acquiring and the acquired corporations are in excess of $10,000,000 until sixty days after delivery to the Commission or Board vested with jurisdiction under the first paragraph of section 11 of this Act and to the Attorney General of notice of the proposed acquisition. Such notice shall set forth the names and addresses, nature of business, products or services sold or distributed, total assets, net sales, and trading areas of both the acquiring and the acquired corporations. The parties shall furnish within thirty days after request therefor, such additional relevant information within their knowledge or control as may be requested within sixty days after delivery of notice of the proposed acquisition by the Commission or Board vested with jurisdiction under section 11 of this Act or by the Attorney General: Provided, That the Commission or Board or Attorney General may extend the time for furnishing such additional relevant information. Any corporation willfully failing to give the notice or to furnish the required information shall be subject to a penalty of not less than $5,000 or more than $50,000, which may be recovered in a civil action brought by the Attorney General. Failure by the Federal Trade Commission, the Attorney General or other appropriate agency to request additional relevant information pursuant to this paragraph or to interpose objection to such acquisition within the sixty day period shall not bar the institution at any time of any action or proceeding with respect to such acquisition under any provision of law. The Commission or Board vested with jurisdiction under section 11 of this Act, after consultation with and upon approval of the Attorney General, shall establish procedures for the waiver by the appropriate Commission or Board and the Attorney General of all or part of the notification and waiting requirements in appropriate cases and in categories of cases where notification and a waiting period is deemed unnecessary to effectuate enforcement of this section of this Act: Provided, however, That such procedures may be amended from time to time as the Commissioner or Board, upon the approval of the Attorney General, considers appropriate.

"The notification and waiting period provisions of the preceding paragraph shall not apply to the following:

"(1) Any acquisition of stock when the stock acquired or held does not exceed 10 per centum of the voting rights, as represented by the voting stock or other voting share capital, of the corporation in which the stock is acquired ;

“(2) Any acquisition of stock, in a single transaction or series of related transactions, unless the fair market value of the consideration paid for such stock in such transaction or transactions exceeds $2,000,000;

"(3) Any acquisition of stock which does not increase, directly or indirectly, the acquiring corporation's share of voting rights in any other corporation;

“(4) Any acquisition, in a single transaction or series of related transactions, by one corporation of assets of any other corporation if the fair market value of the consideration paid for such assets in such transaction or transactions (after deducting the portion thereof comprising stock in trade used in the ordinary course of the transferring corporation's business, and transferred by such acquisition) does not exceed $2,000,000;

"(5) Acquisition by any corporation of bonds or other obligations without voting rights of any other corporation, securities issued by the United States, or by any State, Territory, or insular possession thereof, or by any political subdivision or public agency or instrumentality of one or more of any of the foregoing;

"(6) Any acquisition of real property, solely for office space or residential use;

"(7) Any acquisition by any corporation from the Government of the United States;

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