B236972 UNITED STATES OF AMERICA In the Matter of CABLEVISION SYSTEMS CORPORATION, a corporation. DOCKET NO. C-3804 COMPLAINT The Federal Trade Commission ("Commission"), having reason to believe that respondent Cablevision Systems Corporation ("CVS"), a corporation subject to the jurisdiction of the Commission, proposes to acquire certain cable television systems owned by Tele- Communications, Inc. ("TCI"), in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act ("FTC Act"), as amended, 15 U.S.C. § 45, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its Complaint pursuant to Section 11 of the Clayton Act, as amended, 15 U.S.C. § 21, and Section 5(b) of the FTC Act, as amended, 15 U.S.C. § 45(b), stating its charges as follows: I. CVS PARAGRAPH ONE: Respondent CVS is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its principal office and place of business located at 1 Media Crossways, Woodbury, New York 11797. PARAGRAPH TWO: Respondent CVS is, and at all times relevant herein has been, engaged in commerce, as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and is a corporation whose business is in or affects commerce, as "commerce" is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. § 44. II. TCI PARAGRAPH THREE: TCI is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its principal executive offices located at 5619 DTC Parkway, Englewood, Colorado 80111. PARAGRAPH FOUR: TCI is, and at all times relevant herein has been, engaged in commerce, as "commerce" is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and is a corporation whose business is in or affects commerce, as "commerce" is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. § 44. III. THE PROPOSED ACQUISITION PARAGRAPH FIVE: Respondent CVS entered into an agreement with TCI in which CVS will acquire certain cable television systems presently owned and operated directly or indirectly by TCI in New Jersey and New York serving approximately 820,000 subscribers, in exchange for CVS voting securities valued at approximately $423,000,000 ("the acquisition"). IV. THE RELEVANT MARKETS PARAGRAPH SIX: The relevant line of commerce in which to analyze the effects of the acquisition is the distribution of multichannel video programming by cable television. PARAGRAPH SEVEN: The relevant geographic areas in which to analyze the effects of the acquisition are the Boroughs of Paramus and Hillsdale, in Bergen County, New Jersey. PARAGRAPH EIGHT: The relevant line of commerce is highly concentrated with only two cable television providers -- CVS and TCI -- in the relevant geographic areas. PARAGRAPH NINE: Respondent CVS is an actual and potential competitor of TCI in the relevant line of commerce in the relevant geographic areas. PARAGRAPH TEN: Timely and effective entry in the relevant line of commerce in the relevant geographic areas is unlikely. V. EFFECTS OF THE ACQUISITION PARAGRAPH ELEVEN: The effects of the acquisition may be substantially to lessen competition or to tend to create a monopoly in the relevant markets in the following ways, among others:
VI. VIOLATIONS CHARGED PARAGRAPH TWELVE: The acquisition agreement described in Paragraph Five constitutes a violation of Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. PARAGRAPH THIRTEEN: The acquisition described in Paragraph Five, if consummated, would constitute a violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. § 45. IN WITNESS WHEREOF, the Federal Trade Commission, having caused this Complaint to be signed by the Secretary and its official seal affixed, at Washington, D.C., this twenty-seventh day of April, 1998, issues its Complaint against respondent. By the Commission. Donald S. Clark SEAL: |