IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA,

Petitioner, Civil Action No.________
v.
TIME WARNER, INC., et al.,
Respondents.

MEMORANDUM OF POINTS AND

AUTHORITIES IN SUPPORT OF PETITION
TO ENFORCE CIVIL INVESTIGATIVE DEMANDS
INTRODUCTION
The United States has filed a petition to enforce Civil

Investigative Demands (CIDs) issued by the Antitrust Division of

the United States Department of Justice to Time Warner, Inc.
(Warner); Sony Corporation of America (Sony); PolyGram Holding,

Inc. (PolyGram); EMI Music (EMI); Bertelsmann, Inc. (BMG); and

MCA, Inc. (MCA), commonly referred to in the music industry as
the "majors." The CIDs seek information related to an antitrust
investigation of the majors' collective and potentially
anticompetitive conduct in the United States and abroad. The CID
document requests now at issue seek only documents located in the

United States. Although the majors have produced some documents

in response to the CIDs, they claim that the United States lacks
jurisdiction to investigate any activities that occurred abroad;
with minor exceptions, they have refused to produce any
information and documents that in their opinion relate only to
foreign activities.
 The majors claim that under no set of circumstances could
Sherman Act jurisdiction apply to their foreign conduct.
However, the United States has reason to believe that, acting
through various "copyright societies" and joint ventures--
including music video and "digital radio" ventures formed to
conduct business in the United States--the majors may have
entered into a worldwide series of related agreements designed to
dominate, discipline, eliminate or extract monopoly prices from
companies providing high-technology audio and music video

programming services via cable, satellite and wire transmission

(hereinafter "music programming") in all major geographic
markets. In addition to the domestic effects arising from the

operation of the American components of the alliance, it is

likely that foreign components substantially affect the domestic
and export commerce of American music programming companies.

The Court should grant the petition and order the majors
promptly to produce the documents and information sought by the
CIDs for the following reasons. First, absent arbitrary

government action or a clear absence of jurisdiction based on

settled law and undisputed facts, the United States has the
authority to investigate all factual issues related to possible

violations of the antitrust laws, including issues relating to

jurisdiction. The majors cannot contend the investigation is
arbitrary, nor can they reasonably claim that the undisputed
facts, as a matter of law, foreclose the exercise of U.S.
antitrust jurisdiction over their activities. Accordingly, the

2
Court need not address the factual questions relating to ultimate
jurisdiction but may rule, simply, that the United States is
entitled to U.S.-located information and documents relevant to
conduct that may be covered and prohibited by the Sherman Act.
Second, should the Court address the issue, it appears that
United States courts will have antitrust jurisdiction over much
of the majors' foreign activity. In this regard, the foreign
conduct may form part of a global conspiracy having U.S. members,
components and effects. Moreover, the foreign conduct by itself

may have a "direct, substantial and reasonably foreseeable

effect" on domestic and export commerce. 15 U.S.C. §6a.
Third, evidence of the majors' foreign activity is also

relevant, discoverable and ultimately admissible to show the

purpose and character of the joint ventures formed in the United
States. Thus, even were United States courts to lack antitrust

jurisdiction over the majors' foreign conduct, the Department

would nevertheless be entitled to obtain U.S.-located information
and documents regarding such activity in order to evaluate the

nature and intent of domestic transactions that the majors

concede to be encompassed by the Sherman Act.
STATEMENT OF FACTS
This investigation has barely proceeded beyond the
preliminary stages. The following is a brief summary of the
preliminary evidence that has led to, and is being developed in,
the ongoing investigation.

3
 I. Background.
The majors and their affiliates collectively account for
approximately eighty to eighty-five percent of the U.S. and

world-wide markets for pre-recorded records, tapes and compact

discs (the "record market"). Although individual market shares
fluctuate from country to country, it is believed that the eighty
percent figure remains relatively constant throughout the world.
Warner, possessing the largest U.S. market share, is an American
company.1/ The other CID recipients are large domestic

subsidiaries of foreign parents.2/

Beginning in the late 1970s and early 1980s, music companies
began to produce short movies, known as "music videos," designed

to promote record sales by providing a visual experience to

accompany the music recorded by artists. Although music videos
can be sold directly to consumers or licensed to bars and

nightclubs, by far the most important outlets are music video

programmers who disseminate the videos broadly over networks
carried on cable and satellite television systems. The majors

1
Warner accounts for 21.6 percent of the U.S. record
market.
2
Sony, a U.S. subsidiary of Sony Corporation of Japan,
controls 16.1 percent of the U.S. record market. PolyGram
Holding, Inc., a U.S. subsidiary of PolyGram N.V. of The
Netherlands, controls 11.3 percent of the U.S. music market. EMI
Music, a U.S. subsidiary of Thorn EMI Plc. of the United Kingdom,
controls 12 percent of the U.S. music market. BMG, a U.S.
subsidiary of Bertelsmann AG of Germany, controls 13.9 percent of
the U.S. record market. MCA, Inc., a U.S. subsidiary of
Matsushita Electric Industrial Company, Ltd. of Japan, accounts
for 11.4 percent of the U.S. record market.
4
account for at least ninety percent of the music videos aired by
music video programmers.
In the 1990s, several innovative companies began providing
"digital radio" services through which multiple channels of CD-
quality audio programming is delivered via cable or satellite to
consumers in their homes. Subscribers pay a monthly fee for this
service over and above the charge for "basic" cable or satellite
service. The vast majority of music played on digital radio
networks originates with the majors.

A. Programmers.
It is believed that the United States leads the world in the
domestic broadcast and export of music programming services.

Thus far, the United States has identified six U.S. music video
and digital radio programmers that may be affected by the majors'
foreign and domestic conduct.

1. Gaylord Entertainment Company, Inc.

Gaylord Entertainment Company, Inc. (Gaylord) is the parent
company of The Nashville Network (TNN), Country Music Television

(CMT) and Z Music Television (Z). Both TNN and CMT air country
music programming. TNN delivers country life-style programming
consisting of country music videos and original programming such
as outdoor programs and car racing. CMT is devoted entirely to
music video programming. Z broadcasts contemporary Christian
music videos mixed with original programming consisting of
interviews, news, information and specials. All three networks
originate from Nashville, Tennessee, and are broadcast via

5
satellite and cable television in the United States, Canada and
Mexico.
In 1992, Gaylord launched CMT Europe, a music video
programming service currently reaching approximately eight
million homes in Europe. The music videos and interstitial
material3/ shown on CMT Europe's network are assembled into a
unified block of programming in Nashville, Tennessee, and
transmitted via satellite "uplinks" to cable systems and
satellite dishes throughout Europe. From the point of assembly

in Nashville to the point of delivery to the consumer in Europe,

the content of the signal remains the same.
In October 1994, Gaylord launched its CMT Pacific service,
which broadcasts to Asia and the Pacific Rim, including Australia
and New Zealand. CMT Pacific's programming is identical to that
of CMT in the U.S., except that U.S. commercials are removed and

new custom material is inserted at a facility in California, from

which the signal is beamed to a satellite for distribution in
Asia and the Pacific Rim. Gaylord has announced plans to create

a service in 1995 for Central and Latin America.

2. Viacom International, Inc.
Viacom International Inc. (Viacom), a subsidiary of Viacom,
Inc., is headquartered in New York City. MTV Networks, a
division of Viacom, operates the MTV and VH-1 music video

3
In the industry, "interstitial material" refers to
short segments of original programming such as short promotional
ads, lead-ins, public service announcements, and computer-
generated information identifying a music video for the viewer.
6
programming services. MTV's programming consists of music videos
in a rock/pop/urban format, interstitial material and long-form
original programming. Between thirty and forty percent of MTV's
domestic programming consists of original programming developed
and produced in the United States, and much of that programming
is exported to Viacom's foreign subsidiaries. Similarly, VH-1's
programming contains a mix of music video and original
programming.
Viacom's music services reach over 250 million homes

throughout the world. In addition to MTV, Viacom currently has

four international MTV affiliates: MTV Europe, MTV Japan, MTV
Latino, and MTV Brasil. A fifth international MTV affiliate, MTV

Asia, was on the air from September 1991 to May 1994. Viacom
plans to re-launch MTV Asia in English and Mandarin later this
year and has additional plans for individual countries in Asia.

Recently, Viacom launched its VH-1 service in the United Kingdom.

All of Viacom's foreign programming incorporates MTV's or VH-1's
logo, formats, original programming and interstitial material as

well as a substantial number of U.S.-made music videos.

In Europe, Japan, Brasil and Asia, Viacom provides or will
provide its service through subsidiaries formed in the region

where the service is provided, with the subsidiary incorporating

some foreign videos and making other programming adjustments
required to tailor the service to the local culture. MTV-Latino,
however, is assembled in the United States and beamed unchanged
from an uplink facility in Florida to a satellite, from which it

7
is distributed to parts of the United States and most of Central
and South America.
3. Black Entertainment Holdings, Inc.
Washington, D.C.-based Black Entertainment Holdings, Inc.
owns the BET Cable Network ("BET"). BET is the first and only
basic cable network that specifically targets the viewing

interests of African Americans. The "footprint" of satellites

carrying BET encompasses Canada and the Caribbean countries. BET
distributes its U.S. music video programming to Identity
Television Limited (Identity), a London-based cable service,
targeting viewers in the United Kingdom. BET loaned start-up
capital to Identity and holds an option to purchase an equity

interest in the venture. BET sends tapes of original programming

that incorporates music video programming, such as "Caribbean
Rhythm" and "Rap City," to the United Kingdom via courier.

Similarly, BET delivers original programming, some of which

incorporates music videos, to South Africa, Zimbabwe, Kenya,
Tanzania and Uganda. In 1995, BET plans to launch a jazz music

video channel, first in the U.S., Canada and the Caribbean, and
then expanding to Europe and other regions.
4. MOR Music TV

New entrant MOR Music TV of St. Petersburg, Florida, uses

music video programming as a vehicle for direct over-the-phone
selling of compact discs and cassettes. The operating premise is
this: while a music video is being played, a computer-generated
L-shaped menu appears on the viewer's screen providing a

8
telephone number to call and describing the artist, song, album
and price of a CD. Operated as a video "record club," MOR Music
TV also sells music-oriented material such as promotional T-
shirts. The company plans to expand its music video home-
shopping service into Europe in 1995. All programming decisions
will be made in the United States, and the plan is to beam the
channel from the United States via satellite to the United
Kingdom, where it will be delivered unchanged to consumers. A
joint venture partner will help distribute merchandise overseas.

5. Video Jukebox Network, Inc.

"The Box" is a service of Video Jukebox Network, Inc. (VJN),
headquartered in Miami, Florida. The Box is a viewer-interactive

music video television service that operates 24 hours per day.

Through a combination of technologies, viewers may select music
videos by choosing them from a menu appearing on their television

screens. The order is placed by making a "900" number telephone

call. A "box" consisting of a computer, video cassette
recorders, and a laser disc player is located in the viewer's
local cable company office or broadcast station. When a
telephone order is received, the "box" programs the order and
cues the videotape or laser disc, which then transmits the music

video to everyone receiving the signal. Typically, a selected

video appears on the viewer's screen within twenty minutes.
Similar to an ordinary juke box, no music videos are played if no

one makes a call. Currently, VJN offers its music video

programming service in the United Kingdom and plans to extend its

9
service throughout Europe and to other regions. A London-based
affiliate has discretion over programming. However, the laser
disc containing a "menu" of music videos is produced in the
United States and then sent by VJN to the United Kingdom. VJN
also sends the "boxes" to the United Kingdom. Maintenance and
repair of the boxes is performed in the United States.
6. International Cablecasting Technologies, Inc.
International Cablecasting Technologies, Inc. ("ICT") d\b\a
Digital Music Express ("DMX"), operates a twenty-four hour

subscription digital radio service. DMX offers thirty channels

of CD-quality audio programming with no commercial or dee-jay
interruption. DMX uses remote control devices that serve the
twin functions of permitting the subscriber to change channels
and of displaying information (e.g., the artist and song title)
on a screen incorporated into the device.

ICT launched its DMX service in Europe in 1993. As with

CMT, MOR Music TV and MTV-Latino, the DMX service is "packaged"
in the United States and beamed, through several wire and

satellite connections, to European subscribers without any change

in programming content. In 1995, ICT intends to launch a direct-
to-home satellite service that will dramatically increase its

exposure. ICT projects over two million European subscribers by

the year 2000.
B. The Supply of Music Videos in the U.S.

The principal focus of the investigation is on access to

music programming inputs. The majors control access to records

10
and music videos that they produce or contract with others to
produce. A collective refusal to physically deliver music videos
to programmers, or a collective decision to charge a high price
before making such a delivery, might adversely affect
programmers' ability to compete. More importantly, the majors
also control the various intellectual property rights that attach
to their records and music videos. The nature of these
intellectual property rights, and the majors' use of them,
require some elaboration.

Depending on international treaties and the laws of various

countries, a music video may contain several major copyright and
other intellectual property rights that must be licensed before a

programmer is free to air the video. For present purposes, the

most important of these is the "public performance right" in the
sound recording of the musical composition and the video. This

right does not exist under the laws of the United States but is
often protected in other nations. A programmer operating in
England, for example, cannot broadcast a music video without

first obtaining a license for the right to "perform" the video.

Typically, the music company holds of this right.
Similarly, many countries have created a performance right

in music companies for pre-recorded music such as records, CDs

and tapes. Again, that right does not exist in the United
States, although the music industry has sought legislation to
create such a right applicable to digital (as opposed to
broadcast) radio transmissions. For the moment, at least, a

11
digital radio programmer operating in the United States can buy a
CD from a retailer and broadcast the music over its system
without a license from the music company. In Europe, on the
other hand, the programmer would violate the music company's
performance right if it did not first obtain a license.
In the United States, music video programmers typically pay
nothing for the music videos they broadcast on their networks.
This has less to do with the absence of a performance right than
with the dynamics of the market. Music videos, although products

in themselves and essential elements of a music video

programmer's service, are used by the majors principally as a
promotional tool for records. It is considered essential for a

music company's music videos to appear as often as possible on

programmers' networks. Although the music companies would prefer
to receive compensation for music videos, individually they lack

the economic power to force programmers to pay. As with other

forms of advertising, the benefits accruing to record sales
outweigh the costs of production.

C. Collective Licensing.
Outside the United States, the majors have refused to
license the rights to their music and music videos except through
associations called "copyright societies".
The International Federation of the Phonographic Industry
("IFPI") is an international copyright society which, among other

things, guards against copyright piracy and advances the music

companies' legislative agenda throughout the world. Beneath the

12
IFPI umbrella, the majors have formed national copyright
societies in many countries. In the United Kingdom, the music
video copyright society is Video Performance, Limited ("VPL"),

and the copyright society having jurisdiction over digital radio

is Phonographic Performance, Limited ("PPL"). Although these
copyright societies have numerous member music companies, they

are controlled by the majors.

In addition to their other functions, the copyright
societies act as collective licensing bodies for performance

rights. As a condition of membership in VPL, for example, a

music company assigns or exclusively licenses the rights to its
music videos to VPL.4/ In order to play the same videos on their

4
At least in the case of Europe, the copyright societies
appear specifically designed to avoid the "American" model of
music video licensing and to target American programming services
that attempt to follow that model. For example, according to its
Consultant Director, VPL was formed in 1984 for the following
purpose:
Europe's record companies feared that MTV
type operations were being planned for Europe
and that the UK record industry would allow
these operations to get access to the videos
of certain American-based companies on a
free-of-charge basis and then, for
promotional purposes, the rest of the
industry would be bound also to license their
videos to these operations on a free-of-
charge basis. This was the experience in the
early days of MTV.
To prevent this happening, the UK industry
formed VPL . . . to negotiate a blanket
license . . . .

Roger Drage, Opinion: Business Growth v Rights, International

Media Law 50 (1985). In 1986, when MTV entered the European
market, it attempted to negotiate individual licenses, but these
attempts were rebuffed. Eventually it signed a blanket license
13
European networks as they do on their channels in the United
States, The Box, Viacom, CMT, BET and MOR Music TV must pay a
blanket licensing fee to VPL for the rights to all U.S.- and
foreign-produced music videos. In the case of digital radio
programmers, the fee would be paid to PPL. The fee demanded is
typically 20 percent of all revenues, though in the case of The

Box the initial demand was a staggering 50 percent of revenue.

Pursuant to various agreements and formulas, VPL or PPL then
distributes the fees to the other affected copyright societies
and to the majors.
It appears that copyright societies similar to VPL exist in
almost every European country, Canada, Israel, Australia and New

Zealand. They may exist in other countries. In Asia, IFPI

appears to act as the collective licensing authority. At least
in Sweden, Asia and Australia, programmers appear to be subject

to a 20-percent demand. In Latin America, although no copyright

societies are yet in place, the majors may nevertheless be
collaborating on license fees charged to MTV-Latino, each

demanding similar fees derived from the 20 percent benchmark set

by copyright societies in other regions.
On June 10, 1992, MTV filed a complaint with the Commission
of the European Communities (EC) alleging that the majors,

agreement of the type described in the text. In April 1991,

after Viacom had begun more vigorous attempts to negotiate
individual licenses with the majors, the majors-dominated VPL
Board adopted and enforced a resolution requiring member
companies to assign all "performing" and "dubbing rights" rights
to VPL.
14
through VPL and IFPI's collective licensing practices, had
created a price-fixing cartel. In a Statement of Objections
issued March 10, 1994, the Commission preliminarily concluded
that the collective licensing provisions violated Articles 85 and
86 of the Treaty of Rome, which govern competition policy in the
European Union.
After the filing of the European complaint, the EC brokered
an interim licensing agreement between Viacom and VPL/IFPI. With
some modifications, it extended an earlier licensing agreement

that capped payments at 15 percent of revenue. When Viacom

recently attempted to expand its service into Spain and
Czechoslovakia, regions not covered by the EC-brokered agreement,

IFPI wrote to Viacom's customer broadcast stations saying that

Viacom did not have the right to perform its videos in those
countries. Viacom is facing a current demand of 20 percent of

revenues in order to expand its operations into these and other

regions.
D. Joint Ventures.
Beginning in 1992, the majors began forming or joining music
programming joint ventures that compete directly with existing
programmers.
DCR is a U.S. joint venture among three of the majors (Sony,
Warner, and EMI), a cable equipment manufacturer, and six cable
television multiple system operators (MSOs). The three DCR music

company partners account for 50 percent of the U.S. record

market, and each holds an 11.6% interest in the DCR joint

15
venture. At least two of the remaining majors, BMG and PolyGram,
may have been invited to join the DCR joint venture. When Warner
and Sony joined the venture in 1992, DCR agreed to pay each music
company 2% of revenue, and later agreed to pay the same amount to
EMI when that company joined.5/ A European version of the DCR
joint venture has been formed in Europe, with Warner owning a

controlling interest. Details of that transaction are unclear.

The majors (four of the six) have created one music video
programming joint venture in Germany and are in the process of
creating a similar joint venture in the United States (five of
the six) and Asia (four of the six). As reported in the trade
press, each of these ventures will be targeted at MTV's audience,

though the ventures appear to have the capacity to compete

against programmers operating in other niches of the music
programming market. Again, it is believed that other majors have
been invited to join, or have expressed interest in joining,
these ventures. It is believed that further joint ventures are
being planned.

II. Procedural History

The Department of Justice is currently conducting an
investigation into possible violations of the Sherman Antitrust

Act, 15 U.S.C. §§ 1 and 2, in connection with the restraint or

5
Each of the license agreements between DCR and the
majors contains a most-favored-nation clause which, in operation,
guarantees that the license fees will remain uniform for each
major. In light of the absence of a performance right in the
United States, it is unclear what rights are "licensed" under
these agreements.
16
monopolization of domestic and international markets for cable,
wire, and satellite-delivered music programming.
On July 7, 1994, CIDs were issued to Warner, Sony, EMI, BMG
and PolyGram by the Department directing the companies to produce
documentary material and to answer interrogatories described in
the attached schedule by August 15, 1994. A CID and schedule
were issued to MCA on July 18, 1994 directing that company to
respond by August 22, 1994. With the exception of the CID
addressed to Warner, the CID document requests were limited in

the first instance to documents located in the United States.6/

In the case of Warner, the initial search for documents has been
limited by agreement to U.S. entities represented to be

principally involved in the U.S. joint ventures.

The United States has granted substantial extensions of time
in which to respond to the CIDs and has reached agreement with

the parties clarifying or reducing the burden of various

interrogatories and document requests.7/ Each of the majors has
produced some information and documents related to the domestic
joint ventures described above. With respect to foreign
activities, however, the majors have uniformly objected to
producing information or documents related to foreign activities.

6
Letters requesting voluntary production of information
and documents were sent to foreign parents.
7
The majors have also raised a number of "boilerplate"
objections, including claims of burdensomeness and ambiguity.
The United States anticipates that such objections can be
resolved through negotiation.
17
With minor exceptions, no documents relating to foreign
activities have been produced.8/
The petition to enforce is brought pursuant to Section

104(a) of the Antitrust Civil Process Act, 15 U.S.C. § 1314(a),

which provides for such an action.
ARGUMENT

I. Unless Jurisdiction is Plainly Lacking Based on

Clear Authority and Undisputed Facts, the
Government Has the Right to Investigate All
Factual Issues Relating to a Potential Antitrust
Violation, Including Issues Relevant to
Jurisdiction.
In ruling on the instant petition, the Court need not

address the complex legal and factual issues relating to its

ultimate subject-matter jurisdiction over the majors' foreign
activity. The threshold and dispositive issue is whether the

Government is entitled to investigate the factual basis for an

antitrust claim, including evidence regarding jurisdictional
questions, through a CID. Clearly, it is.

Section 102 of the Antitrust Civil Process Act (ACPA)

provides that a CID may issue
[w]henever the Attorney General, or the
Assistant Attorney General in charge of the
Antitrust Division of the Department of
Justice, has reason to believe that any
person may be in possession, custody, or
control of any documentary material, or may
have any information, relevant to a civil
antitrust investigation . . . .

8
Some documents relating to Latin American activities
have been produced, apparently in recognition that the MTV-Latino
signal encompasses some parts of the United States. EMI, while
maintaining its jurisdictional objection, has produced some
information and documents relating to foreign joint ventures.
18
15 U.S.C. § 1312(a). The term "antitrust investigation," in
turn, means "any inquiry conducted . . . for the purpose of
ascertaining whether any person is or has been engaged in any
antitrust violation . . . ." 15 U.S.C. § 1311(c).
Whenever an antitrust investigation encompasses some
overseas conduct, "ascertaining" the existence of an "antitrust
violation" necessarily entails an inquiry into the nature of that
conduct and whether the activity triggers U.S. jurisdiction under
the antitrust laws, i.e., whether there is "conduct" involving

"commerce with foreign nations" that has the requisite impact on

domestic, import or export commerce. See 15 U.S.C. §§ 1-2, 6a;
Hartford Fire Ins. Co. v. California, 113 S.Ct. 2891 (1993).

Logically, therefore, CID responses that shed light on the

existence, nature or intent of the foreign conduct and its
effects constitute "information" and "documentary materials" that

are "relevant to a civil antitrust investigation." 15 U.S.C. §

1312(a).
The case law fully supports this conclusion. Thus, the

Supreme Court has held that a regulatory subpoena duces tecum,

provided for by statute, may be used to investigate whether the
statute "covers" the recipient of the subpoena at all. Oklahoma

Press Publishing Co. v. Walling, 327 U.S. 186, 214-18 (1946).9/

9
Similarly, it has long been recognized that "the grand
jury ha[s] authority and jurisdiction to investigate the facts in
order to determine the question whether the facts show a case
within [its] jurisdiction." Blair v. United States, 250 U.S.
273, 282-83 (1919); accord United States v. Partin, 552 F.2d 621,
630 (5th Cir. 1977). The simple yet compelling rationale for
this holding is that "the identity of the offender, and the
19
In Oklahoma Press, the Court held that statutory language similar
to that contained in the ACPA, and lacking any "express condition
requiring showing of coverage,"10/ clearly authorized the

administrative agency to issue subpoenas seeking "the production

of specified records to determine whether [the recipients] were
violating the Fair Labor Standards Act, including records

relating to coverage." Id. at 189, 200. Courts in this Circuit

have applied the Oklahoma Press doctrine to regulatory subpoenas,
FTC v. Ernstthal, 607 F.2d 488, 490 (D.C. Cir. 1979) (ordinarily,

a party may not challenge an agency's jurisdiction in subpoena

enforcement proceeding), and, most importantly, to Civil
Investigative Demands. Australia/Eastern U.S.A. Shipping

Conference v. United States, 1982-1 Tr. Cas. (CCH) ¶64,721

(D.D.C. 1981) (rejecting challenge to CID requests alleged to
relate to activities outside the Antitrust Division's

jurisdiction).11/

precise nature of the offense, if there be one, normally are

developed at the conclusion of the grand jury's labors, not at
the beginning." Blair, 250 U.S. at 282.
10
Section 11(a) of the Fair Labor Standards Act provided
at that time for the Administrator of the Wage and Hour Division
of the U.S. Department of Labor to inspect places and documents
"`and investigate such facts, conditions, practices, or matters
as he may deem necessary or appropriate to determine whether any
person has violated any provision of this Act, or which may aid
in the enforcement of the provisions of this Act.'" Oklahoma
Press, 327 U.S. at 199 (emphasis added) (quoting 29 U.S.C. §
211(a)).
11
See also Associated Container Transp. (Australia), Ltd.
v. United States, 705 F.2d 53, 60 (2d Cir. 1983) (Antitrust
Division CID similar to agency subpoena: "[o]nly when permitted
to utilize its investigating authority will the Division be able
to exercise its expertise to determine . . . whether the Noerr-
20
 Under these precedents, a party may not raise a
jurisdictional challenge to a regulatory subpoena except in
extraordinary circumstances, and any party attempting to make

such a challenge bears an extremely heavy burden. In Oklahoma

Press, the Court rejected the proposition that the agency must
show "probable cause, that is, probability in fact, of coverage"
before it could be entitled to the records sought, concluding
that the agency's
investigative function, in searching out violations
with a view to securing enforcement of the Act, is
essentially the same as the grand jury's, or the
court's in issuing . . . orders for discovery of
evidence, and is governed by the same limitations.
These are that [it] shall not act arbitrarily or in
excess of [its] statutory authority, but this does not
mean that [its] inquiry must be "limited . . . by
forecasts of the probable result of the investigation .
. ."

Id. at 216 (quoting Blair, 250 U.S. at 282) (footnote omitted).

Thus, the strong presumption of authority to investigate can be
overcome only where the investigation is arbitrary, cf.

Chattanooga Pharm. Ass'n v. United States Dep't of Justice, 358

F.2d 864, 865 (6th Cir. 1966) (setting CID aside based on
uncontradicted allegations that CID was issued to harass and
intimidate the recipient), or where settled law and
uncontroverted facts show that the agency or department clearly
lacks jurisdiction. Ernstthal, 607 F.2d at 490 (where the agency

Pennington doctrine immunizes appellees' conduct"); Amateur

Softball Ass'n of America v. United States, 467 F.2d 312 (10th
Cir. 1972)(permitting Antitrust Division to use CID to fully
investigate facts of conduct alleged by recipients to fall
outside the Division's subject-matter jurisdiction).
21
"does not plainly lack jurisdiction, and the jurisdictional
question turns on issues of fact, the agency is not obliged to
prove its jurisdiction in a subpoena enforcement proceeding . .
."); Australia/Eastern, 1982-1 Tr. Cas. (CCH) ¶64,721, p.74,062
("where the question is not absolutely determined by authority,
and facts surrounding the question of the coverage of the

antitrust laws are unresolved, the Antitrust Division is

authorized by the ACPA to fully investigate those facts") (citing
Amateur Softball, 467 F.2d 312, 316 (10th Cir. 1972)). As Judge

Greene concluded in Australia/Eastern:

To summarize the status of jurisdictional
challenges to CIDs under the ACPA, there is no
statutory language directly stating that such
challenges are appropriate, or should be treated
differently from similar challenges to the subpoenas of
other agencies. The House Report does reflect that the
limitation by definition of the ACPA to antitrust
violations permits challenges based upon clear
exemptions from the antitrust laws. The case law on
the matter is scant, but appears to allow such
challenges only when no factual development is required
to determine the issue. In conclusion, there appears
to be little, if any, difference between the standards
that have traditionally been applied in subpoena
enforcement cases . . . and those that should be
applied to CIDs under the ACPA.
Id. at 74,062-63 (emphasis added).

The Antitrust Division's investigation cannot be regarded as

arbitrary. The formation and operation of license fee collecting
societies raise substantial antitrust issues, see Broadcast

Music, Inc. v. Columbia Broadcasting System, Inc., 441 U.S. 1

(1979),12/ as does the formation of a programming joint venture in

12
Although the investigation is not complete, the
"copyright societies" at issue here appear to bear little
22
which the major suppliers of programming participate. See United
States v. Columbia Pictures Industries, Inc., 507 F. Supp. 412,
429-30 (S.D.N.Y. 1980) (programming joint venture including major
movie studios condemned as per se illegal), aff'd mem., 659 F.2d
1963 (2d Cir. 1981). The European Commission has issued a
Statement of Objections suggesting that some of the majors'

foreign activity is anticompetitive. Under these circumstances,

it is hardly surprising or unreasonable for the United States to
undertake its own investigation of these potential antitrust
violations and their effects on U.S. domestic and export
commerce.
Nor can the majors reasonably claim that the law or the

facts compel a finding that the United States clearly lacks

jurisdiction. Foreign activities may be subject to U.S.
antitrust laws in a variety of circumstances, see 15 U.S.C. §6a

(conduct having a direct, substantial and reasonably foreseeable

effect on U.S. domestic or export commerce supports Sherman Act
jurisdiction), and any determination of what constitutes an

relationship to the types of collective licensing organizations

judged under the antitrust "rule of reason" in Broadcast Music.
The American Society of Composers, Authors and Publishers
("ASCAP") and Broadcast Music, Inc. ("BMI"), are organizations
representing tens of thousands of individual composers and other
holders of copyrights in musical compositions. Copyright owners
grant ASCAP and BMI the non-exclusive right to license their
musical compositions.
In contrast, the copyright societies under
consideration have fewer members, are controlled by a handful of
music companies and require, as a condition of membership, that
members assign or exclusively license all performance and dubbing
rights to the organization, thus preventing programmers from
negotiating directly with a music company.
23
appropriate jurisdiction-triggering "effect" on export or
domestic commerce is inherently fact-specific. Cf. Ernstthal,
607 F.2d at 491 (where jurisdiction rested on factual issue of
classification, regulatory subpoena would be enforced).
Accordingly, and given that the majors have entered into a series
of collaborative arrangements in the United States and abroad,

any further inquiry into ultimate jurisdiction is unnecessary at

this stage, and the Court should grant the petition without
hesitation.
II. Available Information Suggests Several Grounds on
Which the Majors' Conduct May Be Subject to the
Sherman Act.
We do not believe that it is necessary for the court to

consider the issue of subject-matter jurisdiction over various

violations that may be uncovered in this investigation in order
to grant the instant petition. Nor do we believe that it is

necessary or appropriate at this stage of the investigation to

discuss in detail all possible theories related to jurisdiction.
The majors, however, have asserted that no reasonable basis

exists for the exercise of jurisdiction in this case. In fact,

there is such a basis.
The CIDs in question were issued to investigate possible
violations of Sections 1 and 2 of the Sherman Act, both of which
apply to "commerce among the several states, or with foreign
nations." 15 U.S.C. §§1,2. It has long been clear that

anticompetitive behavior is not immune from U.S. antitrust

scrutiny simply because it occurs overseas, so long as it has

24
substantial effects on American commerce. Hartford Fire Ins. Co.
v. California, 113 S.Ct. 2891, 2909 (1993); United States v.
Aluminum Co. of Am., 148 F.2d 416, 444 (2d Cir. 1945).13/
The Foreign Trade Antitrust Improvements Act of 1982
clarified the case law relating to "foreign commerce"
jurisdiction under the Sherman Act and provides in pertinent

part:
Sections 1 through 7 of [the Sherman Act] shall
not apply to conduct involving trade or commerce (other
than import trade or import commerce) with foreign
nations unless
--
(1) such conduct has a direct, substantial and
reasonably foreseeable effect--
(A) on trade or commerce which is not trade
or commerce with foreign nations . . .; or
(B) on export trade or export commerce with
foreign nations, of a person engaged in such
trade or commerce in the United States
. . . .
15 U.S.C. § 6a.

13
"Foreign commerce" jurisdiction has often been directed
at the collusive anticompetitive behavior of international
cartels, see Zenith Radio Corp. v. Hazeltine Research, Inc., 395
U.S. 100, 114-15 (1969); Laker Airways, Ltd. v. Sabena, Belgian
World Airlines, 731 F.2d 909, 916-17 (D.C. Cir. 1984); Daishowa,
Int'l v. North Coast Export Co., 1982-2 Tr. Cas. (CCH) ¶ 64,774,
p. 71,786 (N.D. Cal. 1982), including their control over
intellectual property rights. Zenith, 395 U.S. at 114-15; United
States v. Westinghouse Elec. Corp., 471 F. Supp. 532, 538 (N.D.
Cal. 1978), aff'd in part, rev'd in part, 648 F.2d 642 (9th Cir.
1981), see also United States v. Imperial Chem. Indus., Ltd., 100
F. Supp. 504, 517 (S.D.N.Y. 1951); United States v. General Elec.
Co., 82 F. Supp. 753, 798 (D.N.J. 1949); United States v. Timken
Roller Bearing Co., 83 F. Supp. 284, 290 (N.D. Ohio 1949); United
States v. General Elec. Co., 80 F. Supp. 989, 1004 (S.D.N.Y.
1948).
25
 Here, there is reason to believe that the major American and
foreign music companies, through various associations, ventures
and agreements, may have formed an international conspiracy
designed to dominate, discipline, eliminate or extract monopoly
prices from music programmers. As set forth above, the majors
have (1) created a web of "copyright societies" that collectively
negotiate licensing fees and thus may have fixed the price of the
intellectual property rights to pre-recorded music and music
videos; (2) formed an international network of digital radio and
music video programming joint ventures which may operate to raise
the price of music videos supplied to all programmers or tend to
eliminate competition in the music programming market; and (3)

entered into collateral agreements supportive of an international

price-fixing scheme. Depending on the exact nature and
characteristics of these arrangements, these collaborative

endeavors may support jurisdiction in any of several ways.14/

A. The United States has Jurisdiction Over
an International Conspiracy Having
Domestic Members, Components and
Effects.
Where an antitrust conspiracy affecting American commerce is
composed of domestic and foreign components, Sherman Act

14
Considerations of comity may also bear on the
Department of Justice's decision regarding the nature and extent
of any action it might bring at the conclusion of its
investigation. See Antitrust Enforcement Guidelines for
International Operations 1994, Draft for Public Comment, 59 Fed.
Reg. 52,810, 52,818-19 (October 13, 1994). The evidence that
bears on the jurisdictional and substantive antitrust issues in
the investigation will also be relevant to the Department's
consideration of comity factors.
26
jurisdiction applies to the entire conspiracy so long as the
domestic effects are direct, substantial and reasonably
foreseeable. 15 U.S.C. §6a; Continental Ore Co. v. Union Carbide
& Carbon Corp., 370 U.S. 690 (1962). In Continental Ore, cited
with approval in the FTAIA's legislative history, the Supreme
Court held that the trial court erred in excluding evidence

relating to the Canadian components of a conspiracy having U.S.

members, components and effects. Id. at 702-07.15/ Just as
important to this investigation--which includes various

transactions that may be part of a single unlawful scheme--the

unanimous opinion in Continental Ore held that courts should not
"tightly compartmentaliz[e]" the various factual components of an

alleged antitrust conspiracy but should give plaintiffs "the full

benefit of their proof" and judge the character and effect of the
conspiracy "by looking at it as a whole." Id. at 699.16/

Concluding that the appellate court erred in examining the

individual parts of the defendants' conduct seriatim, id. at 698-
99, the Court remanded for "a new trial of the entire case in

view of the close interconnection between the Canadian and

domestic issues . . . ." Id. at 708.

15
In so holding, the Court rejected arguments that the
defendants' foreign conduct was immune because it occurred
outside the United States, because there was some foreign
government involvement, and because the conduct was legal under
foreign law. Id. at 704-07.
16
Accord Avis Rent-A-Car System v. Hertz Corp., 782 F.2d
381, 385 (2d Cir. 1986) (court must look at "entire mosaic");
Regency Oldsmobile, Inc. v. General Motors Corp., 723 F. Supp.
250, 258 (D.N.J. 1989) ("the Court must strive to see the
constellation from the stars").
27
 Here, the available information, viewed as a whole and in
light of the fact that the investigation is at an early stage,
suggests that the majors have entered into a conspiracy that
includes U.S. members, components and effects. With respect to
participation, Time Warner is an American company and, in
addition, appears to be the driving force behind many of the
collaborative associations and agreements under consideration.
Other CID recipients, though subsidiaries of foreign parents, are
well-known and substantial American companies. It is believed

that, by themselves, the American CID recipients and their

subsidiaries are collectively responsible for the majority of
records and music videos heard and seen throughout the world.

Many of the agreements and decisions relating to foreign

activities were likely negotiated and made in the United States,
though this cannot be confirmed without access to all of the

relevant documents.
More importantly, the majors entered into two American music
programming joint ventures. While their stated purpose is to

provide audio and video music programming to United States

audiences, they appear to be "closely interconnected" with the
majors' foreign collaborative activities. See Continental Ore,
370 U.S. at 708. As with the copyright societies, for example,
one underlying intent and effect of the U.S. joint ventures
appears to be to raise the price of music and music videos

28
provided to all U.S. programmers.17/ Moreover, to the extent that
the conspiracy is intended to dominate high-technology
distribution systems, and eventually retail distribution of tapes
and CDs through home-shopping services provided through the same
systems, the domestic joint ventures may share that purpose and
effect with the foreign joint ventures. Both U.S. joint

ventures, moreover, share common ownership, timing of creation

and subject-matter with their foreign counterpart ventures. See
Adam Sandler, They Want Their MTV, Daily Variety, Jan. 21, 1994,

at 7 ("[t]he first phase of the launch of the new channel,

according to sources, would be the creation of several foreign
music channels . . .").18/ If an unlawful conspiracy exists,

therefore, purely American activities form a significant and

inseparable segment of the scheme. An investigation directed at

17
The licensing agreements between DCR and, respectively,
Warner, Sony and EMI contain identical language calling for a
uniform license fee (2 percent of revenue) supported by most
favored nations clauses. An original draft of the U.S. music
video joint venture partnership agreement provided for the
payment of licensing fees identical to the 20 percent figure
routinely demanded by the majors-dominated copyright societies
abroad. Even now, the U.S. music video joint venture channel is
seen as a price-setting "example" to other programmers. See
Martin Peers, Bertelsmann Joins Rival MTV Channel, New York Post,
June 29, 1994, at 24 (BMG executive "admitted that Bertelsmann
wanted music video channels to pay for the use of videos. `We
think one way to influence that would be to be involved in at
least one channel that might set an example to the others', he
added").
18
Many documents already produced by the majors as
relevant to these joint ventures contained references to foreign
activities but have been redacted to exclude such references;
this further supports the conclusion that the domestic and
foreign conduct is intertwined.
29
establishing any such connection is clearly consistent with the
jurisdictional approach of Continental Ore.

B. The United States has Jurisdiction Over

Foreign Conduct Having Direct,
Substantial and Foreseeable Effects on
U.S. Domestic and Export Commerce.
1. Domestic Effects.

The activities of the foreign "copyright societies", in the

context of this industry, may have direct, substantial and
reasonably foreseeable effects on domestic commerce under the
FTAIA. For example, a horizontal price fix of music video rights
licensed to MTV-Latino would affect domestic commerce, since MTV-
Latino's signal encompasses part of the United States. Moreover,

the collective licensing scheme in foreign countries may

constitute a horizontal agreement among competitors not to
provide world-wide licenses to U.S. programmers.19/ The effect of

such a collective refusal to deal may be (1) to support an

agreement among the majors not to pay for airplay on programmers'
networks in the United States or (2) to eventually coerce U.S.

programmers into paying higher-than-competitive fees for any such

world-wide licenses, which by definition encompass programmers'
foreign and U.S. programming inputs.

Further, the collective licensing arrangement by VPL and

other copyright societies requires programmers to pay a
percentage of their total revenue, regardless of the percentage

19
The exclusive licenses to VPL effectively prevent any
music company from entering into a world-wide license without
receiving permission or withdrawing from the society.
30
of programming actually devoted to the licensed music videos.
This licensing scheme may have the effect of decreasing
programmers' revenues for original programming as well as video
programming. Moreover, in light of the majors' antipathy to such
original programming, it is possible that this was not only an
effect, but a principal intent underlying the total-revenue
structure of the collective licensing scheme.
Accordingly, the United States is seeking to determine the
extent to which these arrangements directly affect commerce in

the United States.

2. The Majors' Foreign Activity
Has Direct, Substantial and
Reasonably Foreseeable Effects
on U.S. Export Commerce.
In addition to the numerous domestic effects set forth

above, the majors' foreign conduct directly, substantially and

foreseeably affects the export trade of American music
programmers.

a. The Relevant
Exports.
Although exports and imports of services are less tangible
than commodities hauled to a loading dock, they are entitled to
the same treatment for jurisdictional purposes. See, e.g., Laker

Airways, 731 F.2d 909 (D.C. Cir. 1984); Pacific Seafarers, Inc.
v. Pacific Far East Line, Inc., 404 F.2d 804 (D.C. Cir. 1968),
cert. denied, 393 U.S. 1093 (1969). Each of the U.S. programming
exporters has developed a complex, unique, consistent and
recognizable type of service in the United States, which the

31
company then brings to market in foreign countries. The total
service package generally includes substantial numbers of U.S.-
produced music videos, trade and service marks, other
intellectual property rights and know-how, original programming,
interstitial material, art and formats--all developed in the
United States. Foreign consumers, businesses and governments
typically identify these services as American in origin.
Indeed, several of the music programmers package each day's
programming in the United States, from which it is beamed

unchanged via satellite uplinks to foreign consumers. In other

cases, the American company exports its service through a foreign
subsidiary that tailors the service to the local culture. In

addition, programmers like Viacom exports to that subsidiary a

substantial quantity of U.S.-produced original programming.20/
These transfers, whether effectuated by electromagnetic wave

transmission, a foreign branch or subsidiary, or physical

delivery clearly constitute export commerce under the FTAIA.21/

20
Similarly, BET exports six-hours per day of original
programming to its joint venture affiliate in London. In the
case of MOR Music TV, merchandise sold on its proposed overseas
channel may also be exported to its overseas joint venture.
21
The use by a programmer such as Viacom of a wholly-
owned foreign subsidiary or branch, even one that has discretion
over programming, does not alter the "export" character of the
unique package of services being delivered to foreign consumers.
Rather, a court must look to the degree of American involvement
and content in the export. Thus, although the fact that a
foreign service provider is American-owned is clearly not
sufficient to justify treating the service as a U.S. export, see
Power East Ltd. v. Transamerica Delaval, Inc., 558 F. Supp. 47,
48-49 (S.D.N.Y.), aff'd, 742 F.2d. 1439 (2d Cir. 1983), it is
also clear that an American service provider's use of a
subsidiary, branch, joint venture or other entity in the foreign
32
 b. Effects on Export
Commerce.

Effects on these U.S. exports may well prove to be direct,

substantial and reasonably foreseeable. First, the investigation
may show that the collective licensing scheme raises costs to the
point where some programmers will find it unprofitable to export
their programming at all. Whether they exit, choose not to
enter, or choose not to expand to the next country, region or

cable system, the foreclosure effect on exports is substantial.

Second, for programmers like Viacom, the price fix may have the
possibly intended effect of eliminating or reducing original
programming exported from the United States so that airplay of
the majors' music videos is increased. Third, the potential
effects of the various overseas joint ventures on exports by U.S.

programmers are severe. To the extent that the majors restrict

programmer access to the rights to music and music videos played
on the channel, the ability to export music programming

necessarily is impeded. Likewise, to the extent that such

ventures are formed as a means of coercing other programmers into
acquiescing to the price fixed by the copyright societies, they

contribute to the adverse effects described above.

country to tailor the service to the local culture does not

disqualify the service as an export or the American company as an
exporter. Cf. United States V. Minnesota Mining & Mfg. Co., 92
F. Supp. 947, 952-63 (D. Mass. 1950)(export company's use of
wholly owned subsidiary to modify and sell exported product
treated as "export trade" under Webb-Pomerene exception to
Sherman Act). Here, all of Viacom's overseas operations are
properly regarded as exports.
33
 In short, the available facts indicate numerous ways in
which U.S. jurisdiction based on anticompetitive harm to domestic
and export commerce may result from the majors' collaborative
efforts overseas.
III. The United States is Entitled to the Information
and Materials Requested in the CID Because
Evidence of the Majors' Activity Overseas is
Relevant to Show the Character and Purpose of the
Majors' Domestic Conduct.
Even if the potential impact of the majors' foreign
activities on domestic and export commerce would not, under any
theory or any set of circumstances, be direct and substantial
enough to confer jurisdiction, the United States is entitled to
discover U.S.-located information and materials relating to the

foreign copyright societies and joint ventures because such

evidence is highly relevant to the intent, nature and effects of
the two domestic joint ventures.
If this matter proceeds to trial, such evidence will be
admissible pursuant to Rule 404(b) of the Federal Rules of
Evidence (evidence of other crimes, wrongs or acts admissible to

prove, inter alia, motive, intent, plan and knowledge). Clearly,

evidence related to the foreign copyright societies and joint
ventures is relevant to the issues of intent, motive and
knowledge with respect to the majors' contemporaneous domestic
joint ventures. See Rothberg v. Rosenbloom, 771 F.2d 818, 823
(3d Cir. 1985) (trial court properly admitted evidence of four

joint ventures not at issue in the case to show the "nature and

34
purposes" of two other joint ventures alleged to have violated
federal securities laws).22/
Rule 404(b) codified, inter alia, "the established judicial

rule of evidence that testimony of prior or subsequent

transactions, which for some reason are barred from forming the
basis for a suit, may nevertheless be introduced if it tends
reasonably to show the purpose and character of the particular
transactions under scrutiny." United Mine Workers of Am. v.
Pennington, 381 U.S. 657, 670-71 n.3 (1965) (internal quotations,

citations omitted); Local Lodge No. 1424, Int'l Ass'n of

Machinists, AFL-CIO v. NLRB, 264 F.2d 575, 580 (D.C. Cir.
1959)(evidence of acts outside the period received to "illuminate

and explain events within the period"), rev'd on other grounds,

362 U.S. 411 (1960). This rule applies whether or not the
conduct in question was legal, Pennington, 381 U.S. at 670-71

22
Accord United States v. Southwest Bus Sales, Inc., 20
F.3d 1449, 1456 (8th Cir. 1994)(evidence of a Minnesota
conspiracy was of the exact nature of the charged South Dakota
conspiracy and was admissible and relevant to the issues of
intent to conspire, motive, and lack of mistake); United States
v. Misle Bus & Equipment Co., 967 F.2d 1227, 1234 (8th Cir.
1992)(evidence of a conspiracy separate from the charged
conspiracy was admissible on the ground that it was relevant to
and probative of defendants' knowledge and general intent); Movie
1 & 2 v. United Artists Communications, Inc., 909 F.2d 1245, 1250
(9th Cir. 1990) (testimony regarding previous agreements was
admissible to demonstrate other anti-competitive conduct by
defendant), cert. denied, 501 U.S. 1230 (1991); United States v.
Suntar Roofing, Inc., 897 F.2d 469, 479 (10th Cir. 1990)(evidence
concerning similar agreements entered into by defendants charged
with conspiracy in violation of the Sherman Act before and during
the time period charged is admissible as being relevant to the
issue of intent); United States v. Haldeman, 559 F.2d 31, 88-89
(D.C. Cir. 1976)(evidence of a break-in of the offices of a
psychiatrist was relevant to show a central motive for the
Watergate conspiracy), cert. denied, 431 U.S. 933 (1977).
35
n.3, or outside the subject-matter jurisdiction of the court.
See, e.g., Standard Oil Co. of New Jersey v. United States, 221
U.S. 1, 46-47 (1911) (activity prior to passage of the Sherman
Act admitted to show nature of subsequent conduct); Whittaker
Corp. v. Execuair Corp., 736 F.2d 1341, 1347 (9th Cir. 1984)
("Evidence of events or transactions which cannot be the subject
of a suit by virtue of a statute of limitations bar may be
introduced to show the nature and character of transactions under
scrutiny or to establish a course of conduct").

CONCLUSION
The United States is entitled to the documents and
interrogatory answers sought by its CIDs because it is authorized

to investigate the factual basis for a potential antitrust claim,

because U.S. courts probably have jurisdiction to hear such a
claim, and because the information is otherwise relevant to

understanding, and admissible to establish, the full nature and

intent of the majors' domestic activities over which U.S.
jurisdiction is undisputed.

36
 WHEREFORE, the United States requests that the instant
petition be granted.
Respectfully submitted,
ANNE K. BINGAMAN ___________________________
Assistant Attorney General Robert P. Faulkner (430163)
ROBERT E. LITAN ___________________________
Deputy Assistant Attorney General Minaksi Bhatt (434448)
MARK SCHECHTER ___________________________
Deputy Director of Operations Stacy S. Nelson
Attorneys
U.S. Department of Justice
Antitrust Division
Civil Task Force
1401 H. Street, N.W.
Suite 3700
Washington, DC 20005
Telephone: (202) 514-8398

37