Southland Corp., et al.

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Docket 8915. Complaint,* Feb. 16; 1973—Decision, Jan. 24, 1974 oo Consent ordér requiring ‘the nation’s largest operator and franchisor of self-service con venience retail food stores, principally “7- ELEVEN, ”? and producer and ‘distributor of dairy products; based in Dallas, Tex., among other things to cease engaging in illegal reciprocal ‘purchasing or selling arrangements: The ‘order. further requires respondent to withdraw:and isolate from all sales and: purchasing personnel certain statistical data relating to purchases and sales. : Appearances For the Commission: Joseph A. Jeffrey, Carl D. Hevener, Harold G. Munter —.

For the respondents: G. Duane Vieth, Arnold & Porter, Wash., D.C. COMPLAINT Pursuant to the provisions of the Federal Trade Commission Act (15 U.S.C. Section 41 et seq:) and by virtue of the authority vested in it by said Act, the Federal Trade Commission, having reason to believe that the corporation and the individuals named as respondents in the caption » hereof, and more particularly designated and described hereinafter, have violated and are now violating the provisions of Section 5 of the Federal Trade Commission Act, as amended, and it appearing to the Commission that a proceeding by it in respect thereof is in the public interest, hereby issues its complaint, stating the following: PARAGRAPH 1.. Respondent, the Southland Corporation, (hereinafter “Southland”) is a corporation, incorporated in Texas on Nov. 21, 1961 as Southland Corporation of Texas, succeeding Southland Corporation (Delaware), which had been organized on Dec. 10, 1934. The present corporate name was adopted on Mar. 18,1963. The principal offices of Southland are located at 2828 North Haskell Avenue, Dallas, Tex.

PAR. 2. Southland is the country’s largest operator and franchisor of self-service convenience retail food stores and is also a major processor _and distributor of dairy products. Southland’s total sales for the year ended Dec. 31, 1971, were $1,085,107,334 and net earnings were $17,796,595. At year end 1971, Southland’s total assets were $326,478,061 and net worth was $137,132,383. In Fortune magazine’s rating of the fifty largest retailing companies in the United States, Southland ranked 24th in sales in.1970 and 26th in 1969. Southland’s rate of sales growth during _ the period 1960-1970 was 14.74 percent, ranking it 10th among the nation’ s top 50 retailers.

PAR. 3. On Dec. 31, 1971, Southland’s operations included 4,460 stores—some of which were convenience food stores (principally “?- * Complaint reported as ordered amended by the administrative law judge at a prehearing conference on May 17, 1973, and confirmed by order: of May 24, 1973. 1284 - FEDERAL TRADE: COMMISSIONS DECISIONS. : ; Complaint a Se 83oR, T. Cc.

ELEVE ”), Bradshaw supermarkets, and. Barricini Candy Shops. ‘Southland’s other operations included dairy, chemical and ice operations Bs -in 87 states and the District of Columbia. ee Par. 4. (a) ‘The organizational structure of Southland i is divided into Divisions—namely, Stores, Dairies, Ice and Chemicals. i -(b) The Stores Division operates the 7-Eleven convenience food . stores, Gristede’s stores, and Bradshaw supermarkets. _(¢) The Dairies Division processes, distributes and sells milk, ‘Gream and. related products; it is further divided into 11 subdivisions : - with distribution in 27 states and the District of Columbia through 30 processing plants and 89 principal distribution centers. (d) The Ice Division manufactures, delivers and sells commercial and packaged block and processed ice.

(e) The Chemical. Division presently manufactures and distributes various products, some of which are, but not limited thereto, the following: cleaning compounds, sanitizing agents, food stabilizers, flavor. concentrates and other specialty chemical products, largely for industrial customers. This division consists of 10 sales offices and 5 plants located | in 11 cities in six states, marketing its products in nearly.every state in - the nation. , Par. 5. Southland, as an operator of food stores and also as a large dairy operator, purchases substantial quantities of numerous food products and related commodities, raw materials, equipment, supplies and services from many other companies, a number of which are among the major corporations in-the United States in their respective product and service areas. Some of the major industries from whom Southland makes substantial purchases are: baking, beer, dairy, beverage, and other food processing, food distribution and food-related industries. _ PAR. 6. The Chemical Division of Southland was organized on Jan. 1, 1969. Prior to this date, the chemical operations were conducted through the Southland Chemical Corporation (hereinafter referred to as - Chemical Corporation), located at 2841 Pierce Street, Dallas, Tex. The latter corporation was incorporated in the State of Texas on Mar. 30, 1965 as a wholly-owned subsidiary of Southland and: subsequently liquidated on Dec. 31, 1968.

PAR. 7. The Chemical Division of Southland presently manufactures and distributes, as did its predecessor, the Southland Chemical Corporation, a diversified line of products and specialty chemical products. These products and specialty chemical products include, but are not ~ limited to: cleaning compounds, sanitizing agents, food stabilizers, flavor concentrates, conveyor lubricants, insecticides, adhesives, can end sealants, release and other coatings, fountain syrups, colors, jurees, beverage concentrates, flavor bases, miscellaneous flavors, SOUTHLAND CORP., ET AL. 1200 1282 Complaint sodium and calcium propionate, food additives, paint, industrial coatings, and other products.

PAR. 8. Sales are made in a not insubstantial amount by Southland’s Chemical Division to the major companies from whom Southland purchases substantial quantities and dollar value of products, namely, companies operating in the baking, beer, dairy, beverage, and other food processing, food distribution and food-related industries. PAR. 9. (a) Respondent John P. Thompson, an individual, is chairman of the board and chief executive officer of Southland and formerly served as president of the Southland Chemical Corporation. (b) Respondent H.E. Hartfelder, an individual, is president of Southland and formerly served as vice president of the Southland Chemical Corporation.

(c) Respondent Jere W. Thompson, an individual is vice president, Stores Operations of Southland and formerly served as vice president of the Southland Chemical Corporation.

(d) Respondent M. T. Cochran, Jr., an individual, is vice president, Dairy Operations, of Southland, and formerly served as vice president of the Southland Chemical Corporation.

(e) Respondent Ronald R. Goodnight, an individual, is general manager of Southland’s Chemical Division, and formerly served as vice president, general manager, of the Southland Chemical Corporation. (f) Respondent W. R. Tennison, an individual, is national sales manager of Southland’s Chemical Division, and formerly served: as sales manager of the Southland Chemical Corporation. PAR. 10. Southland, in the course and conduct of its business, is engaged in the shipment, manufacturing, purchase for resale, and sale of various goods and products in “commerce,” as commerce is defined in the Federal Trade Commission Act.

PAR. 11. In the course and conduct of Southland’s business since at least as early as 1965, and continuing to the date of this complaint, respondents are now and have been engaged in unfair acts and practices in commerce, in that they have engaged in reciprocal dealing through the use of the purchasing leverage of the Southland Stores and Dairies Division to obtain sales for Southland’s Chemical Corporation and thereafter its Chemical Division.

Respondent Southland engaged in reciprocal acts through the assistance of individual respondents John P. Thompson, H. E. Hartfelder, Jere W. Thompson, M. T. Cochran, Jr., Ronald R. Goodnight, and W. R. Tennison. The respondents have done, among other things, one or more of the following:

(a) Planned and subsequently entered into the manufacture of certain Complaint 83 F.T.C.

specialty chemical products with the objective of selling said products to Southland’s suppliers on the basis or reciprocal purchases. (b) Compiled a list of potential customers for the Chemical Corporation and the Chemical Division by obtaining and utilizing a list of suppliers from Southland’s Stores Division. (c) Utilized the information obtained in (b) to estimate the potential sales to such suppliers and thereafter did endeavor to promote and sell Southland’s chemicals and related products of its Chemical Division and Chemical Corporation to such suppliers through a course of reciprocal dealings.

(d) Utilized the assistance of the executive officers of Southland by requesting and obtaining their influence, power, prestige and cooperation relative to selling or other problems which developed with customers or potential customers of the Chemical Corporation or Chemical Division who were also suppliers to Southland’s other divisions. (e) Made a number of acquisitions of stock or assets of companies with products in the speciality chemical industry to facilitate Southland’s rapid expansion into the industry and to put it into a position to sell such products to those of its principal suppliers who were known to use such products and who were likely to purchase such products from Southland in the hope of retaining Southland’s purchases of their own products.

(f) Communicated and conferred with executives in a number of corporations which are suppliers to Southland and requested, induced, encouraged and/or required, directly or indirectly, said supplier corporations to purchase products from the Southland Chemical Division and/or the Chemical Corporation with the result that said supplier corporations did make said purchases from Southland. (g) Used the substantial purchasing leverage of the Southland Stores Division to promote sales of the Chemical Division and/or Chemical Corporation to the supplier corporations of the Stores Division. (h) Compiled and coordinated comparative purchase and sales data and other information between the Stores Division and the Chemical Division or Chemical Corporation.

(i) Utilized the data and information referred to in (h) in sales calls, discussions, conferences, telephone calls, communications and high level “management meetings, with actual and potential customers of the Chemical Division and/or the Chemical Corporation relative to their sales to Southland’s Stores Division and their purchases from the Chemical Division or Chemical Corporation.

PAR. 12. The aforesaid acts and practices by the respondents have had the following effects, among others:

(a) Major supplier corporations of Southland have caused instructions SOUTHLAND CORP., ET AL. 1287 1282 Decision and Order to be circulated within such corporations wherein Southland’s specialty chemicals and related products were requested to be purchased and were so purchased.

(b) Respondent Southland’s competitors in the sale of specialty chemicals and other related products have lost sales of such products in a nat insubstantial amount by being terminated and foreclosed from selling to firms from whom Southland is a substantial purchaser. (c) Respondents’ acts and practices have unduly and unfairly hindered and obstructed Southland’s competitors from competing on the basis of price, quality and service in the sale of specialty chemicals and related products.

PAR. 13. The aforesaid acts and practices of respondents constitute a restraint of trade and an unfair method of competition in commerce in violation of Section 5 of the Federal Trade Commission Act. DECISION AND ORDER The Commission having heretofore determined to issue its complaint charging the respondent named in the caption hereto with violation of the Federal Trade Commission Act, and the respondent having been served with notice of said determination and with a copy of the complaint the Commission intended to issue, together with a proposed form of order; and The respondent and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondent of all the jurisdictional facts set forth in the complaint to issue herein, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent, that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission’s rules; and The Commission having considered the agreement and having provisionally accepted same, and the agreement containing consent order having thereupon been placed on the. public record for a period of thirty (30) days, and having duly considered the comments filed thereafter pursuant to Section 2.34(b) of its rules, now in further conformity with the procedure prescribed in Section 2.34(b) of its rules, the Commission hereby issues its complaint in the form contemplated by said agreement, makes the following jurisdictional findings, and enters the following order:

1. Respondent the Southland Corporation is a 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 2828 North Haskell Avenue, Dallas, Tex.

Decision and Order 83 F.T.C.

2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondent, and the proceeding is in the public interest.

ORDER For the purposes of this order, the definitions below shall apply, although words of inclusion used herein are not words of limitation: “Respondent” includes the Southland Corporation, a corporation, its divisions, subsidiaries, affiliates, successors, and assigns. “Company” includes any business entity other than respondent. “Purchase” and “purchases” include any receipt or products, services, or raw materials from any company in exchange for money, products, services, or raw materials. ;

“Sell” and “sales” include any conveyance of products or raw materials to, or any performance of services for any company in exhenage for money, products, services, or raw materials, but shall not include sales to consumers by respondent’s retail stores. “Personnel” includes officers, directors, employees, agents and representatives.

“Sales personnel” includes any personnel who are primarily engaged in promoting or obtaining sales to any company on behalf of respondent, including, but not limited to, respondent’s personnel holding any of the positions listed in Appendix 1, hereof.

“Purchasing personnel” includes any personnel who are primarily engaged in making purchases from any company on behalf of respondent, including, but not limited to, respondent’s personnel holding any of the positions listed in Appendix 2, hereof. “Executive personnel” refers to respondent’s personnel holding any of the positions listed on Appendix 3, hereof. “Purchasing decision” includes any decision as to the selection by respondent of any company as a supplier, the allocation of purchases by respondent among companies, the purchase by respondent of any products, services, or raw materials, the failure or refusal by respondent to place any company on a bidders list, the failure or refusal by respondent to designate any company as a qualified bidder, the selection by respondent of a winning bidder, or the continuance, discontinuance, increase, or decrease of purchases by respondent from any company. I.

It is ordered, That respondent, its officers, directors, employees, agents, and representatives, directly or through any corporate or other device, shall forthwith cease and desist from: A. Purchasing or entering into or adhering to any agreement or SUULHLAND UCUORP., E'T AL. 1Z8Y 1282 Decision and Order understanding to purchase from any company which is an actual or potential supplier of respondent on the understanding that any of such purchases are conditioned upon or related to any sales by respondent or any company other than such actual or potential supplier; .

B. Selling or entering into or adhering to any agreement or understanding to sell to any company which is an actual or potential customer of respondent on the understanding that any of such sales are conditioned upon or related to any purchases by respondent or any company other than such actual or potential customer; C. Purchasing in order to promote or induce sales to any company; .

D. Communicating to any company that:

1. respondent’s purchasing decisions will or may be conditioned upon or related to sales by respondent. or any company;

2. sales by respondent will or may be conditioned upon or related to purchases by respondent or any company; E. Discussing, comparing, or exchanging statistical data or other information with any company in order to ascertain, develop, facilitate, or further any relationship between purchases and sales of the nature prohibited by this order;

F. Preparing or maintaining any document containing statistical data or other information regarding respondent’s actual or potential purchases from any company and its actual or potential sales to such company;

G. Discussing, comparing, or utilizing data regarding actual or potential sales by respondent to any actual or potential supplier in making any purchasing decision;

H. Causing or permitting any sales personnel to: 1. engage in purchasing from any company;

2. obtain or retain statistical data or other information which shows actual or potential purchases from any company; 3. attend any meeting, the primary purpose of which is a discussion of respondent’s purchases or its purchasing strategy, or at which there is a discussion of the purchases or the purchasing strategy of any division of respondent other than the divisions for which such sales personnel has sales responsibilities;

4, specify or recommend that purchases could or should be made froni any company.

Provided, however, That nothing contained in this subparagraph H shall prohibit sales personnel holding the bracketed ([]) positions listed Decision and Order 83 F.T.C.

in Appendix 1, hereof, from making or participating in the making of purchasing decisions incidental to their sales functions, so long as such activities do not have the purpose or effect of developing, facilitating, or furthering any relationship between purchases and sales of the nature prohibited by this order.

I. Causing or permitting any purchasing personnel to: 1. engage in obtaining sales to any company; 2. obtain or retain statistical data or other information which shows actual or potential sales to any company; 3. attend any meeting, the primary purpose of which is a discussion of respondent’s sales or its strategy for obtaining sales, or at which there is a discussion of the sales or sales strategy of any division of respondent other than the divisions _ for which such purchasing personnel has purchasing responsibilities.

_ 4. specify or recommend that sales could or should be made to any company.

J. Causing or permitting any executive personnel holding the bracketed ([]) positions listed in Appendix 3, hereof to: 1. engage in promoting or obtaining sales by respondent’s Chemical Division to any company which is an actual or potential supplier to respondent;

2. obtain or retain statistical data or other information which shows actual or potential sales by respondent’s Chemical Division to any company which is an actual or potential supplier to respondent;

3. attend any meeting at which there is a discussion of sales by respondent’s Chemical Division to any company which is an actual or potential supplier to the division of respondent for which such personnel has executive responsibility, or the Chemical Division’s strategy for obtaining sales to any such company;

4. specify or recommend that sales could or should be made by respondent’s Chemical Division to any company which is an actual or potential supplier to respondent. I.

It is further ordered, That respondent shall, within sixty (60) days subsequent to the date of this order, withdraw and continue to isolate: (A). from the possession, custody and control of all sales personnel, all statistical data and other information which shows actual or potential purchases by respondent from any company; (B). from the possession, custody and control of all purchasing OVULAMLAINY UUNI., wi AL, bee 1282 Decision and Order personnel, all statistical data and other information which shows actual or potential sales by respondent to any company. I.

It is further ordered, That respondent shall, within sixty (60) days subsequent to the date of this order:

A. issue a copy of Attachment A, hereof, to each of respondent’s current personnel who, at any time within the two (2) years preceding the date of this order, has served as sales or purchasing personnel, or who has compiled or distributed statistical purchase or sales data (other than messenger personnel); B. insert and maintain within all manuals and other such documents which set out respondent’s policies or procedures for purchasing from any company or for obtaining sales to any company, or its policies relating to the compilation or distribution of statistical purchase or sales data:

1. the language of Attachment A, hereof;

2. a current list of all of respondent’s positions held by personnel who are primarily engaged in purchasing or in obtaining sales.

Iv.

It is further ordered, That respondent shall, within sixty (60) days subsequent to the date of this order, mail a copy of Attachment B, hereof, together with a copy of this order, to: A. each company from which respondent has made purchases, in either of its two (2) fiscal years preceding the date of this order, in excess of twenty thousand dollars ($20,000); B. each company to which respondent’s Chemical Division has made sales in either of its two (2) fiscal years preceding the date of this order.

V.

It is further ordered, That respondent notify the Federal Trade Commission at least thirty (80) days prior to any proposed change in its corporate structure which may affect compliance obligations arising out of this order, including, but not limited to dissolution, assignment or sale resulting in the:emergence of a successor corporation, or the creation or dissolution of operating subsidiaries, and shall promptly notify the Federal Trade Commission of any other change in the respondent which may affect compliance obligations arising out of this order. Decision and Order 88 F.T.C.

VI.

It is further ordered, That respondent shall, within sixty (60) days subsequent to the date of this order, file with the Federal Trade Commission a written report setting forth in detail the manner and form in which it has complied with this order, including, but not limited to the following:

A. the name and title of each individual to whom a copy of Attachment A, hereto, was issued pursuant to Paragraph III. above.

B. the name of each company to which a copy of this order was mailed pursuant to Paragraph IV. above.

VII.

It is further ordered, That respondent shall, within sixty (60) days of the third (3rd) anniversary of the date of this order: A. Cause each of its then-current sales personnel to complete and furnish to respondent a sworn statement in the form of Attachment C, hereof;

B. Cause each of its then-current purchasing personnel to complete and furnish to respondent a sworn statement in the form of Attachment D, hereof;

C. Cause each of its then-current executive personnel to complete and furnish to respondent a sworn statement in the form of Attachment E, hereof.

VU.

It is further ordered, That respondent shall: A. Request each of its personnel who, at any time subsequent to the date of this order, has served as sales personnel, and who leaves the employ of respondent prior to the third (8rd) anniversary of the date of this order, to complete and furnish to respondent within ten (10) days preceding such termination of employment, a sworn statement in the form of Attachment C, hereof; B. Request each of its personnel who, at any time subsequent to the date of this order, has served as purchasing personnel, and who leaves the employ of respondent prior to the third (8rd) anniversary of the date of this order, to complete and furnish to respondent within ten (10) days preceding such termination of employment, a sworn statement in the form of Attachment D, hereof; C. Request each of its personnel who, at any time subsequent to the date of this order, has served as executive personnel, and leaves the employ of respondent prior to the third (8rd) anniversary of the date of this order, to complete and furnish to respondent SOUTHLAND CORP., ET AL. 1293 1282 Decision and Order within ten (10) days preceding such termination of employment, a sworn statement in the form of Attachment E, hereof. 10.6 It is further ordered, That respondent shall submit to the Federal Trade Commission:

A. Within sixty (60) days subsequent to the third (3rd) anniversary of the date of this order, all sworn statements which it has received pursuant to Paragraph VII, above; B. Within sixty (60) days subsequent to the first (1st) anniversary of the date of this order, and annually thereafter for a period of two (2) years, all sworn statements which it has received pursuant to Paragraph VIII, above, together with the name and last-known address of each individual who failed to complete a sworn statement as requested by respondent pursuant to said Paragraph VIII at any time in the one (1) year period immediately prior to any such submission.

X.

It is further ordered, That nothing in this order shall prohibit respondent from purchasing from any company, or entering into any agreement or understanding with any company to purchase, food products manufactured or processed to respondent’s uniform specifications and bearing respondent’s trademarks or trade names, on the condition that respondent’s proprietary chemical ingredients (other than propionates or ice cream stabilizers) are used in the manufacture of such products, and where the use of respondent’s ingredients is essential to insure nationwide uniformity in the quality of such products. ATTACHMENT A Re: Federal Trade Commission Order Concerning the Selling and Purchasing Activities of The Southland Corporation and its Subsidiaries. Pursuant to an Order of the Federal Trade Commission, we issue the following policies and guidelines:

General No employee shall:

1. discuss, compare, or exchange statistical data or other information with another company in order to ascertain, develop, facilitate, or further any reciprocal relationship between our purchases and our sales.

2. prepare, maintain, or in any mamner obtain any document containing statistical data or other information regarding our purchases from any company and our sales to such company. ‘ Purchasing It is our policy to purchase solely on the basis of price, quality, and service. Purchasing Decision and Order 83 F.T.C.

personnel shall be prepared to justify all purchases in light of these criteria. No purchase may be conditioned upon or related to our sales or sales by any other company, nor shall any employee suggest or imply to any actual or potential supplier that any purchase is so conditioned or related.

No purchasing personnel shall:

1. engage in sales or marketing on our behalf; 2. in any manner obtain statistical data or other information which shows our actual or potential sales to any company, or which specifies that purchases should be made from a company because of the status of such company as an actual or potential customer; 3. attend any meeting, the primary purpose of which is the discussion of our sales or our strategy for obtaining sales, or at which there is a discussion of the sales or sales strategy of any of our divisions other than those for which you have purchasing responsibilities. :

4. specify or recommend to our sales or marketing personnel that sales could or should be made to any company. * Selling No employee promoting sales to any actual or potential customer shall suggest or imply that such sales are conditioned upon or related to our purchases or purchases by any other company.

No sales or marketing personnel shall:

1. engage in purchasing on our behalf;

2. in any manner obtain statistical data or other information which shows our actual or potential purchases from any company, or which specifies or recommends that sales could or should be made to a company because of the status of such company as an actual or potential supplier;

3. attend any meeting, the primary purpose of which is the discussion of our purchases or our purchasing strategy, or at which there is a discussion of the purchases or purchasing strategy of any of our divisions other than those for which you have sales responsibilities.

4. specify er recommend to our purchasing personnel that purchases could or should be made from any company.

Violation of Policies or Guidelines Violation of the above policies or guidelines shall subject any offending employee to dismissal from his employment.

ATTACHMENT B To Our Customers and Suppliers:

Pursuant to the attached Order of the Federal Trade Commission, we herewith advise you that it is the policy of The Southland Corporation to purchase solely on the basis of price, quality, and service. We wish to assure you that our purchases will in no way be conditioned upon or related to our sales to you or any other company. : Chief Executive Officer ATTACHMENT C Name:

Dates of Employment and positions held with The Southland Corporation or its subsidiaries:

I have marked the statements below which have been true at all times since (the date of this Order) SOUTHLAND CORP., ET AL. 1295 1282 Decision and Order 1. Ihave not discussed, compared, or exchanged statistical data or other information with another company in order to ascertain, develop, facilitate, or further any reciprocal relationship between purchases and sales by The Southland Corporation or its subsidiaries.

——— 2. I have not prepared, maintained, or in any manner obtained any documents containing statistical data or other information regarding purchases and sales by The Southland Corporation and its subsidiaries. ——— 3. I have not prepared, maintained, or in any manner obtained statistical data or other information which specified or recommended that sales could or should be made to any company because of the status of that company as an actual or potential supplier of The Southland Corporation or its subsidiaries. -__. 4. [have not suggested or implied to any company that purchases by The Southland Corporation or its subsidiaries might be conditioned upon or related to sales to that company.

——. 5. While employed in a selling capacity, I have not engaged in purchasing on behalf of The Southland Corporation or its subsidiaries, other than incidential purchases in connection with my sales functions. :

___. 6. While employed in a selling capacity, I have not in any manner obtained statistical data or other information which showed actual or potential purchases from any company by The Southland Corporation or its subsidiaries. ___-7. While employed in a selling capacity, I have not attended a meeting, the primary purpose of which was the discussion of the purchases or purchasing strategy of The Southland Corporation or its subsidiaries. (Signature) City of _ a State of 0 Sworn to and subscribed before me this day of, 1973.

(Notary Public) ATTACHMENT D Name:

Dates of Employment and positions held with The Southland Corporation or its subsidiaries:

I have marked the statements below which have been true at all times since (the date of this Order) ....1. Thave not discussed, compared, or exchanged statistical data or other information with another company in order to ascertain, develop, facilitate, or further any reciprocal relationship between purchases and sales by The Southland Corporation or its subsidiaries.

Decision and Order 83 F.T.C.

____2. I have not prepared, maintained, or in any manner obtained any. documents containing statistical data or other information regarding purchases and sales by The Southland Corporation and its subsidiaries. ____8. I have not prepared, maintained, or in any manner obtained statistical data or other information which specified or recommended that purchases could or should be made to any company because of the status of that company as an actual or potential customer of The Southland Corporation or its subsidiaries. ___.4. Ihave not suggested or implied to any company that purchases by The Southland Corporation or its subsidiaries might be conditioned upon or related to sales to that company.

5. While employed in a purchasing capacity, I have not engaged in sales or marketing on behalf of The Southland Corporation or its subsidiaries. 6. While employed in a purchasing capacity, I have not in any manner obtained statistical data or other information which showed actual or potential,sales to any company by The Southland Corporation or its subsidiaries. ; .__-7. While employed in a purchasing capacity, I have not attended a meeting, the primary purpose of which was the discussion of the sales or sales strategy of The Southland Corporation or its subsidiaries. (Signature) City of - State of 0.

Sworn to and subscribed before me this day of, 1973.

(Notary Public) ATTACHMENT E Name and address:

Positions held, with dates with The Southland Corporation or its subsidiaries since _ (the date of this Order):

I have marked the statement below is true: ; —_-1. I have engaged in one or more of the activities of the nature prohibited by PARAGRAPH I, subparagraphs A through G, inclusive, of (this Order) at some time since (the date of this Order).

___2. I have not engaged in any activities of the nature prohibited by PARAGRAPH I, subparagraphs A through G, inclusive, of (this Order) since (the date of this Order) .

(Signature) DUULOLAND UCUKF., WL AL. 129 ( 1282 Decision and Order City of _ State of Sworn to and subscribed before me this day of 1973.

(Notary Public) Appendix 1 [Sales Managers] Assistant Sales Managers [Sales Representatives] Branch Outside Salesmen Appendix 2 Procurement Managers Purchasing Agents Buyers Assistant Merchandise Managers Inventory Managers Appendix 3 Chairman of the Board President Executive Vice President Vice President—Store Operations Vice President—Dairy. Operations Store Operations {Operations Managers] (Merchandise Managers] [Regional Managers] [Division Managers] [Zone Managers] [District Managers] Dairy Operations {Operations Manager] (Regional Managers] {Division Managers] [Zone Managers] (District Managers] (Branch Managers] Other Operations (excluding Chemical Division) [Operations Managers] (Regional Managers] Complaint 83 F.T.C.

{Division Managers] (Zone Managers] {District Managers] [Branch Managers] [Distribution Center Managers] [Assistant Distribution Center Managers] Chemical Division Division Manager Assistant Division Manager