Proposed LTV Consent Judgment (Official Text)

Loyola Marymount University and Loyola Law School Digital Commons at Loyola Marymount University and Loyola Law School Loyola of Los Angeles Law Review Law Reviews 4-1-1970 Proposed LTV Consent Judgment (Official Text) Recommended Citation Proposed LTV Consent Judgment (Official Text), 3 Loy. L.A. L. Rev. 237 (1970). Available at: https://digitalcommons.lmu.edu/llr/vol3/iss2/6 This Symposium is brought to you for free and open access by the Law Reviews at Digital Commons @ Loyola Marymount University and Loyola Law School. It has been accepted for inclusion in Loyola of Los Angeles Law Review by an authorized administrator of Digital Commons@Loyola Marymount University and Loyola Law School. For more information, please contact . PROPOSED LTV CONSENT JUDGMENT (OFFICIAL TEXT) UNITED STATES DISTRICT COURT WESTERN DISTRICT OF PENNSYLVANIA United States of America, Plaintiff, V. Civil Action Ling-Temco-Vought, Inc., Jones & Laughlin Steel No. 69-438 Corporation, and Entered: Jones & Laughlin Industries, Inc., Defendants. FINAL JUDGMENT Plaintiff, United States of America, having filed its complaint herein on April 14, 1969, and the defendants having filed their answers thereto, and plaintiff and defendants, by their respective attorneys, having consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law herein and without this Final Judgment constituting any evidence or admission by any party hereto with respect to any such issue; NOW, THEREFORE, before the taking of any testimony and without trial or adjudication of any issue of fact or law herein and without this Final Judgment constituting any evidence or admission by any party hereto with respect to any such issue, and upon consent of the parties aforementioned, it is hereby ORDERED, ADJUDGED AND DECREED as follows: I This Court has jurisdiction over the subject matter hereof and of the parties consenting hereto. The complaint states claims upon which relief may be granted against defendants under Section 7 of the Act of Congress of October 15, 1914 (15 U.S.C. 18), commonly known as the Clayton Act, as amended. II As used in this Final Judgment: (A) "Person" shall mean an individual, partnership, corporation or any other business or legal entity; (B) "Subsidiary" shall mean a company which a person controls or has LOYOLA UNIVERSITY LAW REVIEW [Vol. 3 power to control, or in which fifty percent (50%) or more of the voting securities is owned or controlled by that person, directly or indirectly; (C) "LTV" shall mean defendant Ling-Temco-Vought, Inc., and any of its subsidiaries other than J&L and its subsidiaries; (D) "J&L" shall mean defendant Jones & Laughlin Steel Corporation, and any of its subsidiaries; (E) "Braniff" shall mean Braniff Airways, Incorporated, and any of its subsidiaries; (F) "Okonite" shall mean The Okonite Company, and any of its subsidiaries; (G) "Voting securities" shall mean any common or preferred stock possessing voting rights at the time in question, but shall not include preferred stock entitled to voting rights only upon a future failure to pay dividends or upon any other contingency not then realized; (H) "Capital expenditures" shall mean disbursements or obligations to make expenditures that add to a defendant's fixed assets, or affect the capacity, efficiency, life span, or economy of operation of a defendant's existing fixed assets. Mif The provisions of this Final Judgment applicable to any defendant shall apply also to each of its subsidiaries, successors and assigns, and their officers, directors, agents and employees, and to those persons in active concert or participation with such defendant who receive actual notice of this Final Judgment by personal service or otherwise. Any person not a party hereto who acquires any securities or assets by means of a divestiture pursuant to this Final Judgment shall not be considered to be a successor or an assign of a defendant. IV (A) LTV is ordered and directed to divest, by three (3) years from the date of entry of this Final Judgment, all of its interest, direct and indirect, in Braniff and Okonite, or, in the alternative, al of its interest, direct and indirect, in J&L. (B) Subject to the limitations set forth in this Section IV, the divestiture directed above may be carried out by any method; provided, however, that if LTV receives in connection with any such divestiture any securities from a person to whom divestiture is made, such securities (other than securities issued by LTV) (1) shall not be voted, if of a voting class, and (2) shall be disposed of no later than two hundred twenty (220) days after receiving such securities, unless plaintiff consents to a longer period, and provided further that if the divestiture is carried out by way of disposition of assets, such divestiture shall be made in the form of one or more going and viable 1970] PROPOSED LTV CONSENT JUDGMENT 239 businesses, each such business to be capable of engaging in substantially the same operations as those previously conducted by such business. (C) The complete details of any contemplated plan of divestiture intended to implement the provisions of subsection (A) of this Section IV (including the identity of any person, or persons, or class of persons to whom the divested property is to be transferred, and all outstanding contracts involving the properties to be divested to which Ling-Temco-Vought, Inc., or any of its remaining subsidiaries, is a party) shall be submitted to the plaintiff by LTV. Following the receipt of any such plan, plaintiff shall have thirty (30) days in which to object thereto by written notice to LTV. If plaintiff does not so object to the proposed plan, the plan may be consummated, but if objection is so made, the proposed divestiture shall not be consummated until LTV obtains judicial approval of the plan or until the plaintiff withdraws its objection; provided, however, (1) that in the case of a plan which provides for a pro rata distribution to security holders of LTV, or an exchange with security holders of LTV or any of its subsidiaries, or a public offering not involving a prior understanding or commitment to sell a portion of the securities to any predetermined purchaser (other than an underwriter or selling dealer for the purpose of resale to the general public), prior approval of the plaintiff need not be obtained and the plan may be consummated upon the termination of the thirty (30) day period, so long as the plan prohibits any person known by LTV to own or control beneficially more than one percent (1%) of the voting securities (including securities convertible into voting securities) of LTV from receiving any of the equity interest being divested until he has disposed of his voting securities (including securities convertible into voting securities) of LTV, and (2) that in the case of a plan as to which the plaintiff objects, the time period set forth in subsect (...truncated)