UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

TEXAS SURGEONS, P.A.,
AUSTIN SURGICAL CLINIC ASSOCIATION, P.A.,
CENTRAL TEXAS SURGICAL ASSOCIATES, P.A.,
and
SURGICAL ASSOCIATES OF AUSTIN, P.A.
professional associations, and
AUSTIN SURGEONS, P.L.L.C.,
BRUCE McDONALD & ASSOCIATES, P.L.L.C.,
and
CAPITAL SURGEONS GROUP, P.L.L.C.,
professional limited liability corporations.

File No. 981-0124

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission"), having initiated an investigation of certain acts and practices of Texas Surgeons, P.A. ("Texas Surgeons"), Austin Surgeons, P.L.L.C. ("AS"), Austin Surgical Clinic Association, P.A. ("ASCA"), Bruce McDonald & Associates, P.L.L.C. ("BM&A"), Capital Surgeons Group, P.L.L.C. ("CSG"), Central Texas Surgical Associates, P.A. ("CTSA"), and Surgical Associates of Austin, P.A. ("SAA"), hereinafter sometimes referred to as "proposed respondents," and it now appearing that proposed respondents are willing to enter into this Agreement Containing Consent Order ("Consent Agreement") to cease and desist from those acts and practices, and providing for other relief:

IT IS HEREBY AGREED by and between proposed respondents, by their duly authorized officers and counsel, and counsel for the Commission that:

1. Proposed respondent Texas Surgeons is a professional association organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 4007 Marathon Blvd., Austin, Texas 78756.

2. Proposed respondent AS is a professional limited liability corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 3901 Medical Parkway, #200, Austin, Texas 78756.

3. Proposed respondent ASCA is a professional association organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 2911 Medical Arts Street, Austin, Texas 78705.

4. Proposed respondent BM&A is a professional limited liability corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 4007 Marathon Blvd., Austin, Texas 78756.

5. Proposed respondent CSG is a professional limited liability corporation organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 3705 Medical Parkway, Austin, Texas 78705.

6. Proposed respondent CTSA is a professional association organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 2300 Round Rock Avenue, Round Rock, Texas 78681.

7. Proposed respondent SAA is a professional association organized, existing, and doing business under and by virtue of the laws of the State of Texas, with its office and principal place of business located at 1015 East 32nd Street, Austin, Texas 78705.

8. Proposed respondents admit all the jurisdictional facts set forth in the draft of Complaint here attached.

9. Proposed respondents waive:

(a) any further procedural steps;
 
(b) the requirement that the Commission's Decision & Order, here attached and made a part hereof, contain a statement of findings of fact and conclusions of law;
 
(c) all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision & Order entered pursuant to this Consent Agreement; and
 
(d) any claim under the Equal Access to Justice Act.

10. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission, it, together with the draft of Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify proposed respondents, in which event it will take such action as it may consider appropriate, or issue and serve its Complaint (in such form as the circumstances may require) and Decision & Order, in disposition of the proceeding.

11. This Consent Agreement is for settlement purposes only and does not constitute an admission by proposed respondents that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft of Complaint, other than jurisdictional facts, are true.

12. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Commission Rule 2.34, 16 C.F.R.  2.34, the Commission may, without further notice to proposed respondents: (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and its Decision & Order in disposition of the proceeding, and (2) make information public in respect thereto. When final, the Decision & Order shall have the same force and effect, and may be altered, modified, or set aside in the same manner and within the same time provided by statute for other orders. The Decision & Order shall become final upon service. Delivery of the Complaint and Decision & Order to proposed respondents by any means specified in Commission Rule 4.4(a), 16 C.F.R. 4.4(a), shall constitute service. Proposed respondents waive any right they may have to any other manner of service. The Complaint may be used in construing the terms of the Decision & Order, and no agreement, understanding, representation, or interpretation not contained in the Decision & Order or the Consent Agreement may be used to vary or contradict the terms of the Decision & Order.

13. By signing this Consent Agreement, proposed respondents represent and warrant that they can accomplish the full relief contemplated by the attached Decision & Order, and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief contemplated by this Consent Agreement are parties to the Consent Agreement and are bound thereby as if they had signed this Consent Agreement and were made parties to this proceeding and to the Decision & Order.

14. Proposed respondents have read the attached Decision & Order and draft of Complaint. Proposed respondents understand that once the Decision & Order has become final, they will be required to file one or more compliance reports showing that they have fully complied with the Decision & Order. Proposed respondents agree to comply with the Decision & Order from the date they execute this Consent Agreement. Proposed respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the Decision & Order after it becomes final.

Signed this day of , 1999.

TEXAS SURGEONS, P.A.

BY:

Jeffrey T. Meynig, M.D.
President

AUSTIN SURGEONS, P.L.L.C.

BY:

President

AUSTIN SURGICAL CLINIC ASSOCIATION, P.A.

BY:

Thomas B. Coopwood, M.D.
President

BRUCE McDONALD & ASSOCIATES, P.L.L.C.

BY:

President

CAPITAL SURGEONS GROUP, P.L.L.C.

BY:

President

CENTRAL TEXAS SURGICAL ASSOCIATES, P.A.

BY:

President

SURGICAL ASSOCIATES OF AUSTIN, P.A.

BY:

President

David A. Ettinger, Esq.
Honigman, Miller, Schwartz and Cohn
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226
Counsel for Proposed Respondents

David W. Hilgers, Esq.
Hilgers & Watkins
San Jacinto Center, Suite 1300
98 San Jacinto Blvd.
Austin, Texas 78701
Counsel for Proposed Respondents

COUNSEL FOR FEDERAL TRADE COMMISSION

Alan J. Friedman

Approved:

George R. Bellack

Richard A. Feinstein
Assistant Director

David R. Pender
Deputy Assistant Director

Willard K. Tom
Deputy Director

Richard G. Parker
Director
Bureau of Competition