Blair, Claude M

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IN THE MATTER Of CLAUDE M. BLAIR CONSENT ORDER, ETC. , IN REGARD TO ALLEGED VIOLATION OF SEC. 5 OF THE FEDERAL TRADE COMMISSION ACT AND SEe. 8 OF THE CLAYTON ACT Docket 3037. Complaint, Aug. 21, 1980-Decision, Aug. 21, 1980 This consent order prohibits, among other things, an individual whose principal place of business is located at the National City Corporation in Cleveland, Ohio, from serving simultaneously as a director of two or more competing companies, anyone of which has capital, surplus. and undivided profits aggregating more than one million dollars and revenues that exceed the lesser often milion dollars, or one percent of the corporation s total revenues. Appearances For the Commission: Dennis F. Johnson and Thomas J. Keary. For the respondent: Robert H Rawson, Jr., Jones, Day, Reavis & Pogus Cleveland, Ohio.

COMPI,AINT The Federal Trade Commission, having reason to believe that the above-named respondents have violated the provisions of Section 8 of the Clayton Act, 15 U. C. 19, and Section 5(a)(I) of the Federal Trade Commission Act, 15 U. C. 45(a)(I), and that a proceeding by it in respect thereof would be in the public interest, issues this complaint, stating its charges as follows: COUNT I PARAGRAPH 1. Gould Inc. ("Gould") is a corporation organized under the laws of the State of Delaware, with its principal place of business located at 10 Gould Center, Rollng Meadows, Ilinois. Gould has capital, surplus and undivided profits aggregating more than one million dollars.

PAR. 2. Respondent Midland-Ross Corporation ("Midland-Ross ) is a corporation organized under the laws of the State of Ohio, with its principal place of business located at 20600 Chagrin Boulevard, Cleveland, Ohio. Midland-Ross has capital, surplus and undivided profits aggregating more than one milion dollars. PAR. 3. Respondent Claude M. Blair is an individual, with his CLAUDE M. BLAIR 185 184 Complaint principal place of business located at National City Corporation, Post Office Box 5756, Cleveland, Ohio.

PAR. 4. Gould conducts its business, as described herein, in various States of the United States and is thereby engaged in activity in or affecting commerce within the meaning of Section Four of the Federal Trade Commission Act, as amended, 15 U. C. 44, and Section 1 of the Clayton Act, 15 U.S.C. 12. PAR. 5. Midland-Ross con(iucts its business, as described herein, in various States of the United States and is thereby engaged in activity in or affecting commerce within the meaning of Section Four of the Federal Trade Commission Act, as amended, 15 U.s.C. 44, and Section 1 of the Clayton Act, 15 U. C. 12. PAR. 6. Claude M. Blair was, until his resignation from Gould' board of directors on or about July 24, 1979, a member of the boards of directors of both Gould and Midland-Ross. He has been a director of Midland-Ross since 1974, and was a director of Gould from 1969 unti his resignation.

PAR. 7. During all or part of the period that Claude M. Blair concurrently served as a director of Gould and Midland-Ross, the business of Gould and Midland-Ross included the manufacture and sale of various electrical products, including electrical busways and electrical conduit fittings.

PAR. 8. By the nature of their business as hereinabove described and the locations of their operations, Gould and Midland-Ross have been competitors, during all or part of the time period that Claude M. Blair concurrently served as a director of Gould and Midland- Ross, so that the elimination of competition by agreement between them would constitute a violation of the antitrust laws. PAR. 9. The simultaneous membership of Claude M. Blair on the boards of directors of Gould and Midland-Ross consititutes a violation of Section 8 of the Clayton Act and Section 5(a)(I) of the Federal Trade Commission Act.

COUNT II PAR. 10. Paragraphs One and Four are incorporated herein. PAR. 11. Respondent Narco Scientific, Inc. ("Narco ) is a corporation organized under the laws of the State of Delaware, with its principal place of business located at Fort Washington Industrial Park, Fort Washington, Pennsylvania. Narco has capital, surplus and undivided profits aggregating more than one milion dollars. PAR. 12. Respondent Willam C. Musham is an individual, with his Decision and Order 96 F. principal place of business located at Gould Inc., 10 Gould Center Rollng Meadows, Ilinois.

PAR. 13. N arco conducts its business, as described herein, in various States of the United States and is thereby engaged in activity in or affecting commerce within the meaning of Section Four of the Federal Trade Commission Act, as amended, 15 U.S.c. 44, and Section 1 of the Clayton Act, 15 U. C. 12. PAR. 14. Wiliam C. Musham was, until his resignation from Narco s board of directors during January 1980, a member of the boards of directors of both Gould and N arco. He has been a director of Gould since 1976, and was a director of Narco from 1977 until his resignation.

PAR. 15. During all or part of the period that Willam C. Musham concurrently served as a director of Gould and Narco, the business of Gould and Narco included the manufacture and sale of electronic medical devices.

PAR. 16. By the nature of their business as hereinabove described and the locations of their operations, Gould and Narco have been competitors, during all or part of the time period that Willam C. Musham concurrently served as a director of Gould and Narco, so that the elimination of competition by agreement between them would constitute a violation of the antitrust laws. PAR. 17. The simultaneous membership offi1iam C. Musham on the boards of directors of Gould and Narco constitutes a violation of Section 8 of the Clayton Act and Section 5(a)(I) of the Federal Trade Commission Act.

DECISION AND ORDER The Federal Trade Commission, having initiated an investigation of interlocking personnel relationships between Gould Inc. and other corporations, and Claude M. Blair, having been furnished thereafter with a copy of a draft of complaint which the Bureau of Competition proposed to present to the Commission for its consideration and which, if issued by the Commission, would charge Claude M. Blair with violation of Section 8 of the Clayton Act (15 U. C. 19) and Section 5 of the Federal Trade Commission Act (15 U. C. 45); and Claude M. Blair, his attorney, and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by Claude M. Blair of all the jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by Claude M. Blair that the law has been CLAUDE M. BLAIR 187 184 Decision and Order violated as alleged in such complaint, and waivers and other provisions as required by the Commission s Rules; and The Commission having thereafter considered the matter and having determined that it had reason to believe that Claude M. Blair has violated the said Acts, and that complaint should issue stating its charges in that respect, and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further conformity with the procedure prescribed in Section 2.34 of its Rules, the Commission hereby issues its complaint, makes the following jurisdictional findings and enters the following order:

1. Claude M. Blair is an individual with his offce and principal place of business located at National City Corporation, P.O. Box 5756, Cleveland, Ohio.

2. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of Claude M. Bl",ir, and the proceeding is in the public interest.

ORDER It is ordered That the following definition shall apply herein: Product or service market" means any line of commerce in which the annual revenues of a corporation of which Claude M. Blair is a director exceed the lesser of:

(a) Five milion dollars; or (b) One-half of one percent of the total annual revenues of that corporation.

It is further ordered That Claude M. Blair shall not be a director in any two or more corporations, anyone of which has capital, assets and undivided profits aggregating more than one milion dollars engaged in whole or in part in commerce, if such corporations are, by virtue of their business and location of operation, competitors, so that the elimination of competition by agreement between them would constitute a violation of any of the provisions of any of the antitrust laws, providing that the revenues of either corporation derived from the product or service market(s) in which they are competitors exceed the lesser of:

Decision and Order 96 F. (a) Ten million dollars; or (b) One percent of the total revenues of that corporation. , after his election, competition arises in any product or service market between corporations upon which Claude M. Blair serves as a director such as would cause him to violate the terms of this paragraph, then Claude M. Blair shall not be liable under this paragraph until the date of the first annual meeting of shareholders following the time such competition arose. It is further ordered That Claude M. Blair shall: (a) within sixty (60) days after the date of service of this order, fie with the Commission a written report setting forth in detail the manner and form in which he has complied with this order; and (b) fie with the Commission such other reports of compliance as may be requested by the Commission.

It is further ordered That the obligations imposed upon Claude M. Blair under the terms of this order shall continue for a period of five years following the date of service of this order. WILLIAM C. MUSHAM 189 189 Complaint