October 28, 1998
Ben C. Burkett, II
Dear Mr. Burkett:
This letter responds to the May 12, 1998, applications that were submitted on your behalf by Patrick A. Reardon, Esq., your counsel in this matter, seeking prior approval by the Federal Trade Commission ("Commission") of the divestiture of the Specified Data, as that term is defined in the July 28, 1997, order in Docket No. C-3759 ("Order"), to Penn Well Publishing Corporation ("Penn Well"), Petris Technology, Inc. ("Petris"), QC Data, Inc. ("QC Data") and The WhiteStar Corporation ("WhiteStar").
Paragraph II of the order requires the respondents ("Dwight's") to divest the Specified Data to an acquirer or acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. The purpose of the divestiture is to ensure the continued use of the Specified Data in the same type of business in which the Specified Data was used at the time of the merger leading to issuance of the order, and to remedy any lessening of competition resulting from the merger as alleged in the Commission's complaint. You were appointed as the Trustee in this matter pursuant to Paragraph III of the order, which delegates to you the authority to effect the divestiture to a person or persons approved by the Commission.
Paragraph II.A. of the order requires prior Commission approval of any proposed divestiture, and each proposed transaction that you submitted is contingent upon such approval. In determining whether to grants its approval, the Commission has considered whether a proposed divestiture would satisfy the remedial purposes of the order to ensure the continued use of the Specified Data in the same type of business in which the Specified Data was used at the time of the merger and to remedy any lessening of competition resulting from the merger.
The Commission has reviewed the PennWell, Petris, QC Data and WhiteStar applications, information supplied by Dwight's and by the prospective acquirers, and other information available to the Commission. Based upon its review of the divestiture applications, the Commission has determined to approve the proposed divestiture to PennWell. The Commission has concluded, based in part upon PennWell's financial and management resources, its ongoing businesses, and its plans for marketing and maintaining the Specified Data, that divestiture to PennWell will best assure that the purposes of the order in this matter are achieved.
In according its approval to this divestiture, the Commission has relied upon the information submitted and representations made in connection with the applications for prior Commission approval of the proposed divestiture, and has assumed them to be accurate and complete.
Accordingly, the Commission directs you to execute such documents as may be reasonable and necessary to effect divestiture to PennWell as provided in Paragraphs II and III of the order.
By direction of the Commission.
Donald S. Clark