Announced Actions for May 23, 2003

The Commission has received an application for approval of proposed divestiture from Shell Oil Company (Shell Oil) and Pennzoil-Quaker State Company (Pennzoil). The application was submitted pursuant to the terms of the 2002 FTC decision and order relating to Shell Oil's acquisition of Pennzoil. Through the application, which is available on the FTC's Web site as a link to this press release, the companies have requested Commission approval of the proposed divestiture of the "Pennzoil Excel Paralubes Interest" (as that term is defined in the order) to Flint Hills Resources, LP, a wholly owned subsidiary of Koch Industries Inc.

The Commission is accepting public comments on the proposed divestiture for 30 days, until June 23, 2003, after which it will decide whether to approve the transaction. Comments should be submitted to: FTC, Office of the Secretary, 600 Pennsylvania Ave., N.W., Washington, DC 20580. (Docket No. C-4059; staff contact is Daniel P. Ducore, Bureau of Competition, 202-326-2526; see press release dated September 27, 2002).

Commission approval of proposed divestitures:

Following a public comment period, the Commission has approved two proposed divestitures from ConocoPhillips, Inc. (ConocoPhillips). The company petitioned the Commission for approval of the divestitures pursuant to a final decision and order with the FTC, announced on February 14, 2003, regarding Conoco's merger with Phillips Petroleum Company (Phillips). As detailed in the application, ConocoPhillips requested approval of the proposed divestiture of Conoco's Gas Gathering Assets in Texas and Phillips' Woods Cross Assets (as those terms are defined in the order) to West Texas Gas, Inc. and Holly Corporation, respectively.

The Commission vote to approve each of the proposed divestitures was 5-0. (FTC File No. 021-0040, Docket No. C-4058; staff contact is Daniel P. Ducore, Bureau of Competition, 202-326-2526; see press releases dated August 30 and September 20 and 24, 2002; and January 14, January 21, February 21, and May 2, 2003.)

Commission approval of order to show cause and order modifying confidential appendix of decision and order:

The Commission has approved an action related to the final decision and order concerning MSC.Software Corporation (MSC), as detailed below. In August 2002, MSC agreed to settle FTC allegations that its 1999 acquisitions of Universal Analytics, Inc. (UAI) and Computerized Structural Analysis & Research Corp. (CSAR) violated federal antitrust laws by eliminating competition and monopolizing the market for advanced versions of Nastran, an engineering simulation software program used most widely in the aerospace and automotive industries. The resulting decision and order of the Commission became final in October 2002.

Through the action announced today, the FTC has issued, with the consent of MSC, an order to show cause and a modifying order that modifies Confidential Appendix B of the decision and order in this matter. Confidential Appendix B contains a list of customers entitled, under certain circumstances, to pro rata refunds if they terminate or rescind multi-year contracts with MSC for advanced versions of Nastran. The modification will improve the accuracy of the information contained in that appendix.

The Commission vote approving the order to show cause and order modifying the confidential appendix was 5-0. (FTC Docket No. D09299, staff contact is Rendell A. Davis, Jr., Bureau of Competition, 202-326-2894; see press releases dated October 10, 2001; August 14, 2002; and January 3, 2003.)

Copies of the documents mentioned in this release are available from the FTC's Web site at http://www.ftc.gov and also from the FTC's Consumer Response Center, Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. Call toll-free: 1-877-FTC-HELP.