<DOC> [106th Congress House Hearings] [From the U.S. Government Printing Office via GPO Access] [DOCID: f:59989.wais] THE ECONOMIC EFFECTS OF THE PROPOSED BFGOODRICH/COLTEC MERGER ======================================================================= HEARINGS before the SUBCOMMITTEE ON NATIONAL ECONOMIC GROWTH, NATURAL RESOURCES, AND REGULATORY AFFAIRS of the COMMITTEE ON GOVERNMENT REFORM HOUSE OF REPRESENTATIVES ONE HUNDRED SIXTH CONGRESS FIRST SESSION __________ JUNE 19, AND JULY 7, 1999 __________ Serial No. 106-35 __________ Printed for the use of the Committee on Government Reform Available via the World Wide Web: http://www.house.gov/reform ______ U.S. GOVERNMENT PRINTING OFFICE 59-989 CC WASHINGTON : 1999 COMMITTEE ON GOVERNMENT REFORM DAN BURTON, Indiana, Chairman BENJAMIN A. GILMAN, New York HENRY A. WAXMAN, California CONSTANCE A. MORELLA, Maryland TOM LANTOS, California CHRISTOPHER SHAYS, Connecticut ROBERT E. WISE, Jr., West Virginia ILEANA ROS-LEHTINEN, Florida MAJOR R. OWENS, New York JOHN M. McHUGH, New York EDOLPHUS TOWNS, New York STEPHEN HORN, California PAUL E. KANJORSKI, Pennsylvania JOHN L. MICA, Florida PATSY T. MINK, Hawaii THOMAS M. DAVIS, Virginia CAROLYN B. MALONEY, New York DAVID M. McINTOSH, Indiana ELEANOR HOLMES NORTON, Washington, MARK E. SOUDER, Indiana DC JOE SCARBOROUGH, Florida CHAKA FATTAH, Pennsylvania STEVEN C. LaTOURETTE, Ohio ELIJAH E. CUMMINGS, Maryland MARSHALL ``MARK'' SANFORD, South DENNIS J. KUCINICH, Ohio Carolina ROD R. BLAGOJEVICH, Illinois BOB BARR, Georgia DANNY K. DAVIS, Illinois DAN MILLER, Florida JOHN F. TIERNEY, Massachusetts ASA HUTCHINSON, Arkansas JIM TURNER, Texas LEE TERRY, Nebraska THOMAS H. ALLEN, Maine JUDY BIGGERT, Illinois HAROLD E. FORD, Jr., Tennessee GREG WALDEN, Oregon JANICE D. SCHAKOWSKY, Illinois DOUG OSE, California ------ PAUL RYAN, Wisconsin BERNARD SANDERS, Vermont JOHN T. DOOLITTLE, California (Independent) HELEN CHENOWETH, Idaho Kevin Binger, Staff Director Daniel R. Moll, Deputy Staff Director David A. Kass, Deputy Counsel and Parliamentarian Carla J. Martin, Chief Clerk Phil Schiliro, Minority Staff Director ------ Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs DAVID M. McINTOSH, Indiana, Chairman PAUL RYAN, Wisconsin DENNIS J. KUCINICH, Ohio BOB BARR, Georgia TOM LANTOS, California LEE TERRY, Nebraska PAUL E. KANJORSKI, Pennsylvania GREG WALDEN, Oregon BERNARD SANDERS, Vermont HELEN CHENOWETH, Idaho HAROLD E. FORD, Jr., Tennessee JOHN T. DOOLITTLE, California Ex Officio DAN BURTON, Indiana HENRY A. WAXMAN, California Jason L. Hopfer, Deputy Staff Director and Chief Counsel A. Lucas Messer, Counsel Gabriel Neil Rubin, Clerk David Sadkin, Minority Counsel C O N T E N T S ---------- Page Hearing held on: June 19, 1999................................................ 1 July 7, 1999................................................. 149 Statement of: DeWine, Hon. Mike, a U.S. Senator from the State of Ohio..... 163 Linnert, Terrence, executive vice president and general counsel, BFGoodrich Co.; Robert Tubbs, executive vice president, general counsel and secretary, Coltec Industries, Inc.; Nancy Loeb, deputy general counsel, AlliedSignal, Inc.; and Joseph Bauer, professor of law, Notre Dame School of Law................................... 14 Linnert, Terrence, executive vice president and general counsel, BFGoodrich; Robert Tubbs, executive vice president, general counsel and secretary, Coltec Industries; Carl Montalbine, senior vice president and general manager, Aircraft Landing Systems, AlliedSignal, Inc.; and Joseph Bauer, professor of law, Notre Dame School of Law..................................................... 168 Luecke, Stephen, mayor, South Bend, IN; Patrick McMahon, executive director, Project Future; and Thomas Bode, president, United Autoworkers Local No. 9.................. 127 Roemer, Hon. Tim, a Representative in Congress from the State of Indiana................................................. 86 Vadovski, Richard, assistant director, region 2, UAW; and Edward W. Rybka, councilman, city of Cleveland, OH......... 331 White, Michael R., mayor, city of Cleveland, OH.............. 233 Letters, statements, etc., submitted for the record by: Bauer, Joseph, professor of law, Notre Dame School of Law, prepared statements of................................... 72, 209 Bode, Thomas, president, United Autoworkers Local No. 9, prepared statement of...................................... 142 DeWine, Hon. Mike, a U.S. Senator from the State of Ohio, prepared statement of...................................... 165 Kucinich, Hon. Dennis J., a Representative in Congress from the State of Ohio: Prepared statement of.................................... 11 Various submissions for the record....................... 242 Linnert, Terrence, executive vice president and general counsel, BFGoodrich, prepared statements of.............. 18, 173 Loeb, Nancy, deputy general counsel, AlliedSignal, Inc., prepared statement of...................................... 186 Luecke, Stephen, mayor, South Bend, IN, prepared statement of 129 McIntosh, Hon. David M., a Representative in Congress from the State of Indiana: Article dated July 8, 1999............................... 226 Letter dated June 30, 1999............................... 116 Letters dated March 18, and April 26, 1999............... 106 Prepared statements of.................................. 4, 153 McMahon, Patrick, executive director, Project Future, prepared statement of...................................... 135 Montalbine, Carl, senior vice president and general manager, Aircraft Landing Systems, AlliedSignal, Inc.: Article entitled, ``Messier-Dowty Claims the Gear Crown'' 34 Prepared statement of.................................... 37 Roemer, Hon. Tim, a Representative in Congress from the State of Indiana: Prepared statement of.................................... 95 Supporting statements from work with FTC................. 88 Tubbs Jones, Hon. Stephanie, a Representative in Congress from the State of Ohio, prepared statement of.............. 160 Tubbs, Robert, executive vice president, general counsel and secretary, Coltec Industries: Article dated July 2, 1999............................... 191 Prepared statements of................................. 57, 195 Vadovski, Richard, assistant director, region 2, UAW, prepared statement of...................................... 333 White, Michael R., mayor, city of Cleveland, OH, prepared statement of............................................... 236 THE ECONOMIC EFFECTS OF THE PROPOSED BFGOODRICH/COLTEC MERGER ---------- SATURDAY, JUNE 19, 1999 House of Representatives, Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs, Committee on Government Reform, South Bend, IN. The subcommittee met, pursuant to notice, at 10 a.m., in the Century Center, Recital Room, South Bend, IN, Hon. David M. McIntosh (chairman of the subcommittee) presiding. Present: Representatives McIntosh and Kucinich. Staff present: Jason L. Hopfer, deputy staff director and chief counsel; A. Lucas Messer, counsel; Gabriel Neil Rubin, clerk; and David Sadkin, minority counsel. Mr. McIntosh. The Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs will come to order. I thank you all for coming this morning. Today I'm here with the subcommittee's Ranking Member Dennis Kucinich from Cleveland to hold a hearing looking into the whole question of whether the review of BFGoodrich's merger with Coltec, Inc. was conducted correctly by the Federal Trade Commission and the Department of Defense. We are concerned about whether that review has been adequately done in terms of the merger's effect under the antitrust laws of the United States. U.S. Senator Mike Dewine of Ohio has conducted a similar investigation in the Senate, and based on some of the testimony that came before his hearing on the topic, we have serious concerns regarding the thoroughness of the FTC and the DOD's review. Hopefully, today's discussion will shed some light on these concerns. This is the first field hearing we are having. We will have a second field hearing in Cleveland, OH, in July. Now, from the outset, I want to point out that three of the parties represented here today, BFGoodrich, AlliedSignal and Coltec, are parties to a private antitrust lawsuit. That matter is properly before Judge Alan Sharp of the U.S. District Court in the Northern District of Indiana, and we will take great care not to interfere with that proceeding. Nonetheless, we are here today to take a hard look at the competitive effects of the national security implications of the proposed merger. We'll examine the FTC and Department of Defense's review and consider the potential impact on the merger to the economies in South Bend and Cleveland. I do expect the parties to be as candid as possible today during their testimony, even given the nature of that lawsuit. In essence, here in South Bend, we are looking to make sure that the 1,100 workers at the AlliedSignal plant and the 650 workers at the Cleveland Pneumatic Plant are given a fair chance to compete. I support free market competition, but it's essential that the actors in that competition play by the rules. If the merger would result in a market concentration that would unfairly take away the opportunity for these workers to compete, then FTC action should be taken. Now, my primary concern today is the welfare of the workers at AlliedSignal, and that's why we are asking BFGoodrich and Coltec to discuss the potential impact of their merger on those workers. We will also be asking AlliedSignal what impact, if any, their merger with Honeywell will have to the operations here in South Bend. We did receive a letter from Mr. Lawrence Bossidy indicating that the proposed merger will not impact jobs in South Bend, and today we'll further pursue that in this hearing. Returning to the BFGoodrich/Coltec merger, my concerns fall into three broad categories. First, I'm concerned about the potential anti-competitive effects of the BFGoodrich/Coltec merger. Now, in entering the preliminary injunction, Judge Sharp concluded the merger would likely result in a U.S. monopoly that would likely lead to higher prices for landing gears. This is a significant problem, not only for South Bend and Cleveland but for the Nation as well. Healthy competition leads to lower prices, increased innovation and improved quality and safety as the industry leaders are forced to improve their product in an effort to compete in the marketplace. If the BFGoodrich/Coltec merger would result in a monopoly that unfairly forces consumers to pay higher prices, then I believe that the FTC's job is to oppose the merger and make sure that does not happen. In addition, there's a national security interest in having at least two domestic suppliers of landing gears, because we can make sure the domestic landing gear in the commercial aircraft, as well as the military aircraft, will be available at those competitive prices. There is one other manufacturer worldwide, a French company, and in testimony before Senator Dewine, DOD indicated that they didn't have an objection on that. But, frankly, I'm not convinced of wisdom of having to rely on a foreign manufacturer for our military component parts. Second, I'm concerned about the potential adverse impact of the merger on the economies here in South Bend and in Cleveland. If, as a result of the merger, the Cleveland plant is closed down, that's 650 jobs. But we also want to examine the impact of the merger and that initial plant closing on the 1,100 jobs here in South Bend. Third, I'm concerned about honest and open public debate. My colleague Dennis Kucinich has been active in this longer than I have and is familiar with some of the record and assertions that were made as the merger was first being contemplated. We will get to the bottom of that and make sure the record is full in that area. One of the things that I think is going to be very important is that we look and see what are the effects of this merger on the competitive supply in this area. And I understand there are changes in the marketplace as people are integrating what used to be separate components, brakes and wheels, and along with the landing structure into one single component that is provided to the consumers. That is something we want to examine and look at. We also need to make sure that there are win-win solutions out there, and that they have been adequately examined by the parties and considered, not only for their own individual interests, but as we expect to happen in a competitive marketplace to ensure that the national interest and competition survives intact and will be possible for us to make sure that we are able to have the consumers in this country benefit from that competition. With that, I'd like to welcome our witnesses here today. Congressman Roemer will be here a little bit later. He's participating in some of the festivities here in South Bend and is excited about being able to participate, as will Mayor Luecke. Today in our first panel, we will have representatives from BFGoodrich, Mr. Terrence Linnert; welcome. And we'll also have a representative from Allied; present general manager, Carl Montalbine. I want to thank you for flying back from Europe to be with us today. Coltec executive vice president and general counsel, Robert Tubbs; thank you for being here. And on our first panel is a professor of law at Notre Dame, Mr. Bauer, who will be talking to us about some of the antitrust implications of this. [The prepared statement of Hon. David M. McIntosh follows:] [GRAPHIC] [TIFF OMITTED]59989.001 [GRAPHIC] [TIFF OMITTED]59989.002 [GRAPHIC] [TIFF OMITTED]59989.003 [GRAPHIC] [TIFF OMITTED]59989.004 Mr. McIntosh. With that, let me now welcome my colleague. We have worked together in this session very well in our subcommittee. He is long familiar with this issue and has been an active voice in Cleveland leadership and now is very active on our subcommittee and I appreciate you taking this Saturday morning to come over here and let me introduce you to all of my friends in Indiana, Mr. Dennis Kucinich, who is one of those hardest working Members in Congress that I've been able to work with. I appreciate you coming over. Thanks. Mr. Kucinich. Thank you very much, Mr. Chairman. And I certainly appreciate the work you've done, and paying attention to this issue, and your concern for the economic well being, not only to the people of Indiana, but also the people of the State of Ohio. And we in Ohio are very grateful for the attention that you pay to this. And for you scheduling the hearings, not only today in South Bend, but also in July in the city of Cleveland. So I again want to thank you for scheduling the hearing. I also want to thank my colleague Congressman Tim Roemer for inviting us into his district so we can look at this issue. I think it's very important for Members of Congress to get into the communities we serve. And it's important for our constituents to have an opportunity to see their government at work, especially when the issue has a direct impact on the district. So, we're here in South Bend today to look at the economic effects of the proposed merger of BFGoodrich and Coltec Industries. On July 7th we're going to be in Cleveland. The American people, especially those in South Bend and Cleveland, have a real interest in the outcome of this proposed merger. BFGoodrich and Coltec Industries are the only two significant domestic manufacturers of landing gear which is used in both military and commercial airplanes. The combination of these companies would effectively create a monopoly in the industry which would likely lead to higher prices for taxpayers and consumers, as well as the loss of hundreds of jobs. At the time the merger was announced, BFGoodrich said they intended to relocate their headquarters from the Cleveland area, where the company has been located since it was founded in 1870 to Charlotte, NC. This move meant the loss of 170 jobs. But according to the company press release issued at the time of the announcement, ``No other Ohio-based jobs will be affected by the decision to relocate the headquarters.'' This commitment was reiterated on November 23rd, 1998, in a letter to me from the company's CEO. It now appears, however, that this statement was not completely correct. While the company was telling the news media, the people of Cleveland, and elected officials like myself that the merger would not result in a loss of manufacturing jobs, company officials were telling government antitrust regulators that the resulting merger would create ``efficiencies'' through consolidation. In fact, a document prepared by BFGoodrich and provided to government regulators gave three options for the company to consider after the merger. All three options, all three options, included closing the Cleveland Pneumatic Co. plant, which employs about 650 people. Many of these employees are my constituents and their families. But it doesn't end there. Since the merger was announced, another 150 Goodrich employees have already been laid off in another facility in Brecksville, OH. Now, how could the BFGoodrich executives tell public officials that the merger would not result in the loss of jobs while telling Federal regulators the opposite? Well, I tried to find out. On April 15th, 1999, I wrote a letter to BFGoodrich's CEO asking for information about whether the company intended to close the Cleveland plant. I did not receive a response. Chairman McIntosh then sent a letter on behalf of the subcommittee, of which I'm the ranking Democratic member, asking for information from the company on the effects of the proposed merger. The company's response was totally insufficient. So today we'll be asking representatives from Goodrich and Coltec these questions in public. And, of course, our great concern is what's going to happen to jobs, when the new merged company starts to integrate its landing gear systems by manufacturing its own components. At the same time that employees are faced with losing their incomes, Coltec will pay its top executive tens of millions of dollars in bonuses. According to a report in the Cleveland Plain Dealer, nine top Coltec executives will receive severance payments totaling nearly $55 million after the company is acquired by BFGoodrich, including a $20 million golden parachute to the CEO. Six of these executives, including the CEO, will be retained by the new company. A company spokesman told the Plain Dealer that the payments are being made because the executives will be making less money and have less responsibility after the merger. So while hundreds of hard working Clevelanders will loose their jobs, these company executives will reap millions of dollars in bonuses to retain jobs with less responsibility. Having said that, I'd like to add, this is not just about jobs. If the merger is allowed to take place, the new company will effectively control the domestic landing gear market. Without competition, this new monopoly will be able to set its own prices. And the biggest losers will be the American taxpayers. The U.S. Government will be forced to buy landing gear for its planes from the new monopoly, hence the taxpayers will get gouged. Of course, the military could buy parts from foreign companies such as Messier-Dowty, a firm owned by the French Government, but this does not seem like a good alternative. American consumers will also pay the price. Airplane manufacturers like Boeing may end up paying higher prices for these components. They in turn will pass these costs on to commercial airlines, who make up the difference by increasing their ticket prices. And those increases will ultimately be paid for by all of us. So what's the answer? Well, today we're going to hear from Carl Montalbine, the vice president and general manager of the AlliedSignal facility in South Bend. And AlliedSignal, we are aware, is willing to pay Goodrich fair market value for the Cleveland plant, which would keep competition in the industry while protecting hundreds of high-paying jobs. Unfortunately, BFGoodrich rejected this offer. AlliedSignal has filed suit to stop the merger, claiming, among other things, that the resulting monopoly would violate Federal antitrust law. A Federal judge here in South Bend recently issued a temporary restraining order to halt the merger. In issuing his order, the judge found that, ``The merger would likely result in a U.S. monopoly for the sale of landing gear that would result in higher prices.'' And that there was, ``substantial likelihood,'' that AlliedSignal would succeed on its antitrust claims. The judge will hold a hearing on this issue next month. So if the judge believes that the merger would likely result in a U.S. monopoly that would result in higher prices for landing gear, Mr. Chairman, why didn't the Department of Defense or the Federal Trade Commission, which both reviewed the proposed merger, object to the merger? Those are some of the questions that remain unanswered that we are certainly going to be getting into. I look forward to hearing from our witnesses, and I again want to stress my gratitude to Mr. McIntosh for his willingness to move forward on this issue which is so important to the people of Indiana, Ohio and the United States. Thank you, Chairman. [The prepared statement of Hon. Dennis J. Kucinich follows:] [GRAPHIC] [TIFF OMITTED]59989.005 [GRAPHIC] [TIFF OMITTED]59989.006 [GRAPHIC] [TIFF OMITTED]59989.007 Mr. McIntosh. Thank you, Representative Kucinich. Let us now turn to the witnesses, and I would ask each of you to please rise and take an oath. And let me assure you we're not singling you out for that; it is the policy of our full committee chairman, Dan Burton, that we swear in every panel we have as an oversight committee. So, if you would please affirm. Do you solemnly swear that the testimony you will give today is the truth, the whole truth, and nothing but the truth? [Panel members respond in unison.] Mr. McIntosh. Thank you. Let the record show that each of the witnesses answered in the affirmative. And we will now begin this panel. And what I would ask each of you to do is summarize the written, prepared statements you've provided. We will include the entire text of your statement in the record, and it will become part of the record of this proceeding. But take about 5 minutes and summarize the key points. And I would ask you to, if you could, focus in on those that address the questions that Representative Kucinich and I brought forward in our opening statements. Let's start with Mr. Linnert from BFGoodrich, if you would share with us your testimony. The light should go on and then the yellow light will go off when you have about 30 seconds left and the end of the 5 minutes is the red light. We are not going to be that strict, but just give you a guidance in terms of how you are doing. So, Mr. Linnert, please share with us the summary of your testimony. STATEMENTS OF TERRENCE LINNERT, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, BFGOODRICH; ROBERT TUBBS, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, COLTEC INDUSTRIES; CARL MONTALBINE, SENIOR VICE PRESIDENT AND GENERAL MANAGER AIRCRAFT LANDING SYSTEMS, ALLIEDSIGNAL, INC.; AND JOSEPH BAUER, PROFESSOR OF LAW, NOTRE DAME SCHOOL OF LAW Mr. Linnert. Thank you, Chairman McIntosh, Representative Kucinich, and good morning. It is helpful to place today's hearing in context. BFGoodrich and Coltec will merge to create a financially stronger, more diverse global competitor than either firm is today standing alone. In today's intensely competitive environment, we need to do this so that we do remain strong, healthy partners with our customers, and so that we provide a growing environment for our employees. This merger will produce savings for our customers and jobs for our employees. There's a lot at stake, in this and every other merger; jobs are created or constructed; companies move or grow; products succeed or flop overnight. Missing an expanding market or not deploying a new technology or borrowing money at the wrong time can create a dinosaur. The results for the U.S. economy, our national security, and the economic health of our workers and shareholders can be disastrous. There will always be critics of these mergers beyond the appropriate interest of the government or the courts, so be it. But those that usually carp the loudest are most afraid that they will lose a preferred position in the marketplace to new, more vigorous, more modern, and, yes, more formidable competition. And most frequently these corporate critics go out and get a deal of their own. It's ironic then that AlliedSignal is our most vocal critic. The Allied/Honeywell merger creates a $45 billion giant that will be able to cross-sell aerospace products in ways that BFGoodrich and Coltec cannot match, because it will not have the breadth of product offerings. It is even more ironic since AlliedSignal will fire 4,500 people in connection with its merger. While Allied's Chairman Bossidy has recently assured South Bend that no jobs will be lost due to the Honeywell merger, one needs only look back to 1995 when AlliedSignal exited its South Bend landing gear business by selling equipment and contracts, to see that Allied's concern for South Bend rises and falls as it suits Allied's corporate purposes. Mergers in the defense and aerospace industries are a fact of life. Since the end of the cold war, U.S. defense spending has declined dramatically. This reduced spending has driven consolidation, as you noted earlier, throughout the defense industry. Other factors such as globalization, requirements of scale and scope, also drive consolidation throughout the defense and aerospace industry. Efficiencies of design and production and the need to generate and consume large amounts of capital quickly dictate corporate and management strategies that must be judged simultaneously in both the short- and long-term. One of the consequences of consolidation is typically the loss of some jobs. As part of Goodrich's merger with Coltec, approximately 170 headquarter's positions will relocate to North Carolina. Similarly, the AlliedSignal/Honeywell merger will result in the closing of Honeywell's headquarters in Minneapolis and a job loss of 1,000 employees. While these relocations have a human impact that we take seriously, they should not overshadow the positive consequences of this merger. The plain fact is the merger of Goodrich and Coltec will produce significant benefits for employees, customers, shareholders and our communities. Following the merger Goodrich will employ 27,000 people worldwide; the size and diversity, financial and technological strength and global reach of our businesses will create job stability and growth opportunities for our existing work force. As a stronger worldwide competitor, we will be better positioned to compete for business abroad; a stronger, better BFGoodrich is good for our employees and our customers. Our customers are very sophisticated; they demand innovative and quality products backed by the highest level of customer service and technical support. All at a fair and competitive price. Our customers are our lifeblood. If they had objected, this merger probably would not have gone forward. They have not objected because they are satisfied that they do have sufficient options to preserve healthy competition for their business, and they recognize the merger enables us to serve them better. Mr. Chairman, as you can see from looking at that one chart, those are the folks--some of the folks who are in the business before this merger, in the wheels and brakes, brake control systems, and landing gear. If you could just visualize that chart, and the number of players on it, I'd like now to show you the post-merger chart. You will see not much change from pre-merger to post-merger because of our consolidation and affiliation with Coltec. Looks awful similar to the pre-merger chart. Mr. Chairman, as you know, the Federal Trade Commission and Department of Defense, as you said in your remarks, like our customers, have each come to the same conclusion following lengthy and comprehensive examinations. Both agencies listened carefully to the various arguments presented by AlliedSignal and Crane; both agencies concluded the merger should be allowed to proceed without objection. I would like to address more specifically your concern about the merger's impact on Ohio jobs. Following the merger, BFGoodrich will employ more than 3,000 people in Ohio in management, manufacturing and research positions. Our performance materials business with more than $1 billion in revenue will remain headquartered in Brecksville. We have other BFGoodrich operations throughout many locations in Ohio. And we have been adding jobs in Ohio; since January 1997, our aerospace employment is up 14 percent. We remain committed to Ohio and to our work force in Ohio. Following the merger, Goodrich will contribute more than $20 million per year in taxes in Ohio as part of its continuing presence in the State. And as our company grows, we'd hope to build on that employment base. Much has been said about the future of our Cleveland landing gear plant. Mr. Chairman, let me be very clear about this. BFGoodrich management has made no decision about this facility or any other landing gear facility. Having said that, I must tell you that the U.S. landing gear business is 15 percent below its peak volume, and customer demand is expected to remain low for the next 10 years. In this business environment, status quo cannot prevail. One of the attractions of the Coltec merger does come from combining the volume of the two firms and achieving more efficient capacity utilization. This added volume of financial strength will allow Goodrich to modernize and update our facilities. After the merger, we will look at our operations and determine how best to become a more efficient and lower cost producer. That may include upgrading plants, reconfiguring our production mix and, perhaps, closing facilities. But failure to make those hard decisions could cost us competitive edge, and even more jobs than if we ultimately decide to close a plant. But until the merger has closed--I want to emphasize--until it has closed, the planning cannot be done and no decisions have been taken. Mr. Chairman, there has been a lot of talk about how our merger will affect South Bend jobs. But that's what it is, talk. If there's more to it, then I'd like hear from AlliedSignal when they plan to layoff the first worker here in South Bend. I'll bet other folks in South Bend would like to know also. AlliedSignal's, the vast majority of their wheels and brake business is in the large aircraft aftermarket. Those aircraft are already in production and operation. AlliedSignal is certified on 13 of the 20 commercial aircraft types built by Boeing and Airbus; each of those aircraft will be in service typically for 20 or more years. AlliedSignal has an annuity in the supply of wheels and brakes on those aircraft, and nothing about our merger can or will change that. If AlliedSignal's wheel and brake business suffers or fails, Mr. Chairman, it will be because AlliedSignal did not meet its customer expectation for quality products at competitive prices. If jobs are lost here in South Bend it will be because AlliedSignal did not run its business here well and not because of our merger. AlliedSignal makes some claim about the need to partner on a team with the landing gear suppliers so it can compete for integrated systems or to avoid gaming of the landing gear wheel and brake interface design. No credible, independent industry expert has supported those claims. But AlliedSignal does have a partner, if it chooses, under the strategic alliance agreement with Coltec. Just this week, the Arbitration panel in New York ruled against AlliedSignal, and found that the merger does not violate that strategic alliance agreement and that adequate safeguards could be implemented to protect any proprietary or confidential information that Allied has. Therefore, their partnership going forward to make landing gear for integrated system is in existence. Moreover, Mr. Bossidy talked about his $10 billion war chest to make more acquisitions after swallowing Honeywell. If AlliedSignal really need a landing gear partner for its wheel and brake business, it could invest $200 million, a small amount, from its acquisition war chest to build a world-class landing gear facility here in South Bend, or wherever they choose. Actions speak louder than words, Mr. Chairman. And AlliedSignal's actions tell me it prefers carping over competing. Our goals are the same, Mr. Chairman. We at Goodrich want to grow so that we can satisfy our customers, challenge, reward and retain our employees, and provide financial returns for our investors. We can only achieve those goals by providing innovative, quality, least-cost products to our customers consistently and timely. By becoming a stronger competitor, we help the economy and the work force. Mr. Chairman, let me tell you what we are committed to. We're committed to growing jobs and marketplace position; we're committed to sustaining a vigorous U.S. national defense position; we're committed to involving workers, shareholders, customers, management and government decisionmakers in our future business growth plans; and we are committed to building and designing the best price and best performing products for this market, or any other marketplace. We challenge AlliedSignal, Crane, Honeywell or anyone else to come and beat us fair and square in the marketplace. Thank you, Mr. Chairman. [The prepared statement of Mr. Linnert follows:] [GRAPHIC] [TIFF OMITTED]59989.008 [GRAPHIC] [TIFF OMITTED]59989.009 [GRAPHIC] [TIFF OMITTED]59989.010 [GRAPHIC] [TIFF OMITTED]59989.011 [GRAPHIC] [TIFF OMITTED]59989.012 [GRAPHIC] [TIFF OMITTED]59989.013 [GRAPHIC] [TIFF OMITTED]59989.014 [GRAPHIC] [TIFF OMITTED]59989.015 [GRAPHIC] [TIFF OMITTED]59989.016 [GRAPHIC] [TIFF OMITTED]59989.017 [GRAPHIC] [TIFF OMITTED]59989.018 [GRAPHIC] [TIFF OMITTED]59989.019 [GRAPHIC] [TIFF OMITTED]59989.020 [GRAPHIC] [TIFF OMITTED]59989.021 Mr. McIntosh. Thank you, Mr. Linnert. You have raised several good points that we will get to in the question and answer period. Let me turn to our second witness for this panel; Mr. Carl Montalbine, who is with AlliedSignal. Mr. Montalbine, feel free to summarize your testimony and focus in on the issues. You are welcome to also respond to Mr. Linnert's testimony. Mr. Montalbine. Thank you. Thank you very much, Chairman McIntosh, Ranking Member Kucinich, and the rest of the committee. It is a privilege to appear before you. I am Carl Montalbine, vice president and general manager of Aircraft Landing Systems, a business unit of AlliedSignal that's located right here in South Bend. AlliedSignal's Aircraft Landing Systems Division sells wheels, brakes, brake control, and integrated landing systems for commercial and military aircraft and employs approximately 1,000 people here in South Bend. I have submitted written testimony and would like to take 5 minutes to discuss that testimony. At the outset, I'd like to emphasize three points: One, the BFGoodrich/Coltec merger will have serious anti-competitive consequences. Two, AlliedSignal is not alone in concluding that the BFGoodrich merger is anti-competitive. Airlines, wheels and brakes manufacturers, and even U.S. military personnel at Hill Air Force Base concur. Three, the anti-competitive effects can be avoided by BFGoodrich selling its Cleveland pneumatics landing gear business to Allied. This sale would ensure vigorous competition for landing systems. It would allow AlliedSignal to maintain a strong presence and relationship with the South Bend community. And AlliedSignal commits it will keep jobs in Cleveland and in South Bend. We'll keep those jobs there for the long-term, not just for 2 years. We have a solid working relationship with our local UAW, and we will continue that relationship by assuming the UAW contract at the Cleveland plant. To understand the negative effects of the merger, I have a diagram similar to the BFGoodrich one, that illustrates how the merger will affect the industry structure. Goodrich, Coltec and Messier control approximately 99 percent of the large, commercial landing gear market. They are the only three companies in the world with the capabilities to design, manufacture, and test landing gear for commercial aircraft. Today, two of these three landing gear companies, Goodrich and Messier, have their own wheels and brakes operations. That leaves a third company, Coltec, as the only viable gear part--landing gear partner for AlliedSignal. One of the important things that I would like to interject here and to note is that when we talk about the supply of landing gear, it's one thing to talk about who can manufacture landing gear, and as Mr. Linnert's chart showed, there were more than just BFGoodrich, Coltec, and Messier, there are a lot of what I call ``mom-and-pop'' shops, ``build-to-print'' organizations; the Liebberr, Aerotech--Liebberr, Heroux, SHL, a number of others, that are not capable of designing the actual original equipment. In fact, if you look at a list of the 21 military programs that compromise 80 of the 90 percent of the U.S. military landing gear designed in this country over the last 30 years, none of it has been manufactured--none of it has been designed by any of those companies. They have all been designed, originally designed, by either BFGoodrich, the Cleveland facility, before it was even purchased by BFGoodrich, Coltec, Menasco, or Messier-Dowty. After the merger, if we were to look at the post-merger world, Goodrich and Messier will have access to the landing gear needed to compete. And Messier is owned by a French firm, which is controlled by the French Government. Right now, we are teamed with our strategic alliance partner Menasco on the Joint Strike Fighter Program. That program is going to be awarded on the basis of a system contract. A letter from Lockheed-Martin, Mr. Art Price, on April 29th, clearly indicated it's their intent to award the system. If you look in the post-merger world, who would AlliedSignal possibly team with to be able to offer a complete landing system? It couldn't be BFGoodrich on the left, as they have their own wheel and brake operations, and it couldn't be Messier-Dowty on the right, they also have their own wheel and brake operation. With that background, let me emphasize three points. The first point I want to emphasize is that AlliedSignal will be harmed by this merger by Goodrich vertically foreclosing or gaining Allied and raising Allied prices for landing gear. Landing gear is similar to the Windows 95 operating system; the wheels and brakes is like the browser. The browser, or wheel and brake companies, must get technical information from the operating system. BFGoodrich/Coltec will control the landing gear information necessary for Allied to understand the interface and to compete. Based on Allied's experience, BFGoodrich will have every incentive to gain the information provided to Allied. And later, if I have some time, there are a number of examples that I'd like to cite showing how this has happened already. Prices will go up. BFG will also control supply of landing gear that Allied needs to compete with BFG as a landing systems integrator. Allied has purchased landing gear on projects such as the Joint Strike Fighter. BFGoodrich, who would compete against Allied on the Joint Strike Fighter, will have no incentive to sell landing gear to Allied at fair prices, if at all. A side point that I'd like to address is that I've heard BFGoodrich say that there is no such thing as a integrated landing systems market. This is false. I've come back, as you know, recently from the Paris Air Show, and at Paris they put out this ``Daily Show News.'' It's published by ``Aviation Week,'' and comes out on a daily basis. And in that--and I'd be happy to make that available to the committee--there's an article---- Mr. McIntosh. I'd suggest, seeing no objection, we will make that part of the record, because I would like to see that. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.022 Mr. Montalbine. There's an article from Dominique Paris, who is the chief executive officer of Messier-Dowty. A very interesting article in it. The whole article is about the future of the landing gear industry moving to integrated landing systems, and how, with their wheel and brake company, they're capable of supplying landing gear systems. And even indicate in here that Airbus has delegated the responsibility for the design manufacturing and product support to Messier- Dowty, so they make the choice on wheels and brakes. And even Boeing begins to look in this direction. All this is quoted here in the article. I would be happy to make it available. There's also another interesting notion about--my notion about this notional market. If it's such a notional market, how come BFGoodrich has already quoted and had been awarded systems contracts in the past? The Fairchild Dornier 728 Program, they're in the process of competing on the Embraer 170 and 190. In fact, there are 12 programs right now, either pending or in early stages of production, that are, and have been awarded, as landing systems. The Joint Strike Fighter coming up; A3XX, Bombardier 100-8, Bombardier 90, a new 90-seat passenger airplane that Bombardier intends to build; the Embraer 170, Embraer 190, Fairchild 728, the Canadair RJ, the Boeing 717, the AS 400 and LAPD, which is Boeing's large aircraft preliminary design answer to the Airbus A3XX, all intend to be let as landing systems. Second point I'd like to emphasize is, that numerous parties who know landing systems recognize these anti- competitive effects. Airlines, who are the customers for wheels and brakes, oppose the merger. SAS, AirTran, Northwest, American, Air New Zealand, and others, have all indicated anti- competitive concerns. Significantly, not a single airline supports the merger as procompetitive. Again, not a single airline supports this merger. Besides Allied, the only other two major independent wheel and brake manufacturers in the world also oppose the merger. ABSC based in Acron, OH, oppose the merger. And I urge the committee to review the sworn affidavit of Mr. Ron Welsh, president of ABSC, which is attached to my written testimony. Again, not a single, major independent wheel and brake manufacturer has provided sworn testimony that the BFGoodrich merger is procompetitive. The third and final point I want to emphasize is, that all these anti-competitive problems can be avoided. According to published reports, BFGoodrich and Coltec will consolidate their landing gear facilities, and they will close the Cleveland business. BFG has said that Allied has not put forward an offer. And this is false. AlliedSignal has privately and publicly offered to buy the Cleveland business at a fair price. And I reaffirm that offer today. BFG has also said that no final decision has been made on closing Cleveland. If that is true, I call in BFGoodrich to give AlliedSignal the opportunity to buy the Cleveland business whenever a final decision is made. There is, however, one problem with BFG selling Cleveland to Allied. If AlliedSignal purchases the Cleveland business, or even a portion of it, BFG will have a competitor in the United States. No more monopoly, no more monopoly profits. The fact that BFGoodrich would prefer to close Cleveland rather than sell Cleveland to AlliedSignal only confirms the high value BFG places on being a monopolist in landing gear. BFGoodrich would prefer to spend money to mothball a business rather than receive money from Allied. I want to emphasize that AlliedSignal has a long-term commitment to this community. We have been a significant employer and strong community leader in South Bend since our company was established in 1924 as the Bendix Corp. We have invested substantial money here in South Bend, especially in terms of research and development, and we want to maintain that relationship. In short, Mr. Chairman, under Allied's proposal, everybody wins. Jobs are preserved in Cleveland and South Bend; the U.S. military will have two suppliers of landing gear; and BFG gets to close its merger with Coltec. Thank you for your time. I would like to thank Congressman Roemer, who I know isn't here, also, who has been a long-time supporter of Allied and our aircraft landing systems business here in South Bend. [The prepared statement of Mr. Montalbine follows:] [GRAPHIC] [TIFF OMITTED]59989.023 [GRAPHIC] [TIFF OMITTED]59989.024 [GRAPHIC] [TIFF OMITTED]59989.025 [GRAPHIC] [TIFF OMITTED]59989.026 [GRAPHIC] [TIFF OMITTED]59989.027 [GRAPHIC] [TIFF OMITTED]59989.028 [GRAPHIC] [TIFF OMITTED]59989.029 [GRAPHIC] [TIFF OMITTED]59989.030 [GRAPHIC] [TIFF OMITTED]59989.031 [GRAPHIC] [TIFF OMITTED]59989.032 [GRAPHIC] [TIFF OMITTED]59989.033 [GRAPHIC] [TIFF OMITTED]59989.034 [GRAPHIC] [TIFF OMITTED]59989.035 [GRAPHIC] [TIFF OMITTED]59989.036 [GRAPHIC] [TIFF OMITTED]59989.037 [GRAPHIC] [TIFF OMITTED]59989.038 [GRAPHIC] [TIFF OMITTED]59989.039 Mr. McIntosh. Thank you, Mr. Montalbine. Let me turn now to Mr. Tubbs, who is with Coltec. Please again share with us the summary of your testimony. Mr. Tubbs. Thank you. Mr. Chairman and Mr. Kucinich, good morning. Let me begin by saying that not one job at AlliedSignal's wheel and brake facility in South Bend is at stake today. Not one. The real story today is about AlliedSignal's competitiveness in the world marketplace and how that impacts jobs in cities where AlliedSignal has plants, like South Bend. This is not about the Coltec Industries/BFGoodrich merger; two companies that have a legacy for creating jobs. Much of what Allied has said in opposition to this merger has been a smoke screen. Now's the time to step up and put real facts on the table. AlliedSignal controls its own destiny here in Indiana, and elsewhere; just as AlliedSignal controlled its fate when it got out of the landing gear business 5 years ago. AlliedSignal also controlled its own fate when it recently lost the wheels and brake business on two very important airplanes. The sole source position on the Boeing 767 and on the Bombardier CRJ-700. AlliedSignal lost because they weren't competitive. AlliedSignal is in a strong position to stay in the wheels and brake business for many years, providing that it competes effectively. Coltec/BFGoodrich merger does not diminish their ability to compete at all. The aircraft wheel and brake industry is booming. You know, our great President Ronald Reagan once said that, ``A government program is as close to eternal life as we will ever see.'' I might add, that the aircraft wheel and brake business runs a very close second. Wheels and brakes are like razor blades; they wear out after a limited amount of time and need to be replaced. A modern jet airliner or military jet has a usage lifespan of at least 40 years, and will require many, many replacement wheels and brakes, that amounts to an annuity for a plant such as AlliedSignal's wheel and brake business here in South Bend. The annuity guarantees jobs. Allied has shown a fear of competition in wheels and brakes, and a distaste for landing gear. One wonders whether they're not using our merger to excuse their failures to compete. Just this week it was reported at the Paris Air Show that industry insiders question whether AlliedSignal Aerospace may well sell off its wheel and brake business following a wider reorganization planned over the next 3 months. Of course, it won't be the first time that AlliedSignal has used an excuse to shut down plants and displace workers. Just ask the union members of UAW local 1010 in Bridgeport, CT, about how forthcoming Allied was when they shut the Lycoming Engine Facility in 1994, shortly after acquiring it from Textron and promising to bring commercial work in to preserve 1,200 jobs, preserve 1,200 jobs. These hearings do have to do with jobs. That being the case, let's look at the effect of the Coltec/BFG merger on jobs here in Indiana. Let's start with the facts. When I look at the wheel and brake business today, I see some interesting facts. AlliedSignal is specified as a wheel and brake supplier on 9 of 13 Boeing commercial aircraft and on 4 of the 7 Airbus airliners. AlliedSignal is specified on 6 of 11 military aircraft. Congressman, there is the annuity. So long as planes fly and so long as Allied produces and sells wheels and brakes at competitive prices to airlines, it will have the opportunity to provide jobs for the citizens of South Bend, IN. Somebody must ask the common sense question about how jobs will be lost when Allied is already specified on 9 existing aircraft platforms and has the opportunity to compete to be added by the airlines to the other 12 existing platforms. It's that eternal life thing again. Of course, Allied will tell you that it's afraid of the future because it claims it could be locked out of future aircraft platforms. Let's talk about that concept for a moment. The idea of a technically superior, integrated system is a fiction. No credible engineer has ever testified any technical benefit, including the increased safety of an airplane, will result from designing wheels and brakes at the same time as a hydraulic landing gear structure. Nobody who knows the industry will dispute the fact that airlines specify what wheels and brakes they want on the planes they fly. Allied has testified that every Airbus airplane that flies has an integrated landing gear system. All that's just more smoke and mirrors from AlliedSignal. A powerful French landing gear company, Messier-Dowty, makes all of the landing gear for Airbus aircraft. Messier-Dowty also owns the wheel and brake company. But it can't exclusively package its landing gear with its wheels and brakes. The airlines won't let them. At least three, and generally four, wheel and brake manufacturers, including AlliedSignal, supply wheels and brakes to fit Airbus airplanes. AlliedSignal wheels and brakes are on all of the Airbus wide-body aircraft. Things are similar at the Boeing company; they buy a dressed gear. Let me tell you something about Coltec and competition. Coltec has been making landing gear since World War II; we were always known as a good small gear manufacturer, just as Allied once was. We could make nose gear, but BFGoodrich made the big gear. We saw military programs going away, and we wanted that chance to compete in the growing commercial marketplace. In the late 1980's, Boeing announced a dramatic, new wide-body airplane, the 777. We went after the landing gear on the 777. We worked with Boeing's landing gear engineers on the 777 design, despite the fact that we had never done a landing gear of that size or of that complexity. We bid the gear to Boeing in competition with Goodrich and others, and we won. Then we had to figure out how to go and make it and where to make it. We built additions to our facilities. We invested over $40 million in equipment, and by the time the first 777 rolled off the assembly line in 1994, it had Coltec's landing gear supporting it. How did we do it? We took a risk, we had ingenuity, we were willing to invest and to compete. That's the American free enterprise way. That creates jobs. During this same timeframe AlliedSignal, unlike Coltec, decided it wouldn't grow its military landing gear business to compete for commercial programs, and decided instead to exit the landing gear business. Yes, Congressman, South Bend had the capability to build landing gear. Except it didn't have-- AlliedSignal didn't have the faith in its South Bend operations to take the same risks that Coltec did on the 777. In 1995, Allied, after trying for 2 years to pedal the business to the British company, Dowty, sold its military landing gear business to Coltec. AlliedSignal didn't require that we take the South Bend work force, all they sold us were their existing contracts and some equipment in bad need of repair. Well, we've upgraded that equipment in our Texas facility and we make a very fine landing gear. There's a theme from this story: Success and jobs come to those who compete, invest and innovate. This committee, which has a focus on allowing the free enterprise system to work, needs to ask the common sense question: Why AlliedSignal, soon to be part of a $45 billion behemoth, which is 10 times larger than we will be, can't or won't compete? That's the key question facing this panel today. The questions that truly control the fate of jobs in South Bend. Thank you. [The prepared statement of Mr. Tubbs follows:] [GRAPHIC] [TIFF OMITTED]59989.040 [GRAPHIC] [TIFF OMITTED]59989.041 [GRAPHIC] [TIFF OMITTED]59989.042 [GRAPHIC] [TIFF OMITTED]59989.043 [GRAPHIC] [TIFF OMITTED]59989.044 [GRAPHIC] [TIFF OMITTED]59989.045 [GRAPHIC] [TIFF OMITTED]59989.046 [GRAPHIC] [TIFF OMITTED]59989.047 [GRAPHIC] [TIFF OMITTED]59989.048 [GRAPHIC] [TIFF OMITTED]59989.049 [GRAPHIC] [TIFF OMITTED]59989.050 Mr. McIntosh. Thank you, Mr. Tubbs. Let me turn now to the final witness on this panel, Professor Joseph Bauer, who is a professor of antitrust law here at Notre Dame University. Professor Bauer, please share with us the summary of your testimony. Mr. Bauer. Congressman McIntosh, Congressman Kucinich, it is a privilege to be able to share my views with the subcommittee regarding the proposed merger between BFGoodrich and Coltec. Let me first give a little background of my professional experience and on my relationship to this transaction. I am a 1969 graduate of the Harvard Law School, and I then worked for 3 years in the antitrust litigation department of a large New York City law firm. I have been on the faculty of Notre Dame Law School since 1973, and have taught Antitrust at least once each year since then for a total of over 30 times. I have written four books and probably a dozen law review articles in the antitrust field. And finally, I spent a summer working in the Washington, DC, headquarters of the Federal Trade Commission as a staff attorney and consultant doing work in the conglomerate merger enforcement area. Let me now both make a disclosure about my relationship to this litigation and a disclaimer about my role here. I was retained by AlliedSignal through their law firm Kirkland & Ellis to work as a consultant on the antitrust issues and particularly the issues raised by section seven of the Clayton Act. But having said that, as a consultant, I want you to know that I am sincerely and genuinely concerned about this merger, and I firmly believe that this merger is bad for competition, and bad for consumers. But having said that, I want to state as a disclaimer, that some of the views that I am going to share with you this morning are my own views and do not necessarily reflect the views of AlliedSignal. Now, as I proceed, let me say a little bit about the relevant industry and the positions of the parties in the industry, although the charts that were here this morning have described them well and so I can skip over them. Mr. McIntosh. Well, let me interrupt, Mr. Bauer, because I think your testimony is going to be very valuable for this. What I would suggest you do is put your full written testimony in the record. But one of things I am going to want to get to in the question and answer, and maybe you can elaborate on this, those charts depicted two very different views of what the market was. Which, as we know, is critical in the question of antitrust. Perhaps you would take a few minutes and just comment on them and the differences in--and why they're relevant. Mr. Bauer. I'd be glad to, Congressman. It is interesting, as the chart on the right, which is the one provided by AlliedSignal, has fewer players, of course, than the chart on the left. The problem of the chart on the left is that it is not to scale. For example, if one looks on the chart on the left in the landing gear industry, my testimony will reflect that in the market--the worldwide market for commercial wide- bodied landing gear structures, BFGoodrich, which is there, accounts for 33 percent of the market; Coltec accounts for 30 percent of the market; and, Messier-Dowty accounts for 34 percent of the market. That's a quick addition, of three firms with close to 99 percent of the market. The other three firms, or the other four firms, are in the market, but that chart is nowhere near to scale. If they were--they would be like little pebbles on that chart rather than equal size partners. The proposition that I'm going to assert this morning, I'll be glad to elaborate Congressman---- Mr. McIntosh. Is it true or is there a similar breakdown in the wheels and brakes and in the brake control systems? Mr. Bauer. I don't have the comparable numbers here, but it is equally true that in the wheels and brakes industry that is not to scale. But the impact of the merger--I mean, there are several different impacts of the merger. One will be that as a result of the merger, when one looks at the domestic side of the industry, the landing gear industry, BFGoodrich and Coltec will be close to 100 percent of the domestic supply of that market, and with Messier-Dowty, there will be a duopoly, again, accounting for close to 100 percent of the worldwide portion of that market. The chart on the right, Congressman, displays the difficulty that in offering an integrated landing system; that is, the combination of wheels and brakes, landing gear and, to a lesser extent, the brake controls, a wheel and brake manufacturer, no matter how many there are out there, must have a partner of a firm that designs, manufactures, and provides, is willing to sell, landing gears. And it is at that level that AlliedSignal will have no opportunity to have a purchaser, or alternatively, BFGoodrich, as a merged firm, might be selling to AlliedSignal, but would have the opportunity to charge disadvantageous prices. And backing up, at the design portion of the market, Goodrich will be in a position, either to design landing gears so that they don't properly interface with AlliedSignal's wheels and brakes, or alternatively, will withhold information so that in designing its wheels and brakes, AlliedSignal will have a time disadvantage. So, the fact is, that even though there may be numerous competitors in the wheels and brakes portion of the market, it is at the landing gear part that that chart is grossly deceptive. Mr. McIntosh. And I'm going to just interrupt you and keep asking you questions. Mr. Bauer. Certainly. Mr. McIntosh. If you don't mind, because I think your testimony will be important to help us understand the testimony of the other panelists. Is it essentially two separate markets that we are thinking about here, or need to think about; one, essentially the initial sale, does that tend to be integrated? And then the--I think someone referred to it as the aftermarket, the replacement wheels and brakes, are those separate markets? Should it be looked at as one? And do the percentages hold up across both of those in terms of the number of competitors? Mr. Bauer. I'm not an expert in the industry, and perhaps that's a question to direct to others. But in a sense there are two portions of three overlapping industries. The two portions are you--you've identified, Congressman, is the OEM market, the original equipment market, and then the replacement market. There are then markets for landing gears; there are markets for wheels and brakes; and there are markets for the system taken as an entirety, which is the direction in which the industry is heading. As Mr. Montalbine referred, it is increasingly becoming common that a single firm, an integrator, will take over the role of airframe manufacturer such as Boeing, and become engaged at a much earlier stage in designing the various components and designing the interface of those components so that they operate together. But, as to say, I should really defer on the industry side to others on this panel. Mr. McIntosh. OK. Let me let you proceed, and I'll come back to Mr. Linnert because I do want to address that question, because I think there are two different views of the world there and we need to sort out what those are and figure them out. Mr. Bauer. I wanted to say two things this morning; one is to be descriptive about the merger and then I know this committee is concerned about the role that the Federal Trade Commission played, and so I would like to address the standards the Federal Trade Commission applies in examining mergers, and my view of how this merger lines up with those standards. But first, of the merger has, both, horizontal and vertical impact. And just to state them briefly, if one looks at the chart on the right, excuse me, in the landing gear industry, at present we have two major domestic competitors, BFGoodrich and Coltec. And they are competing with one another. And I think something that every person in this room will agree on is the value of competition to the American free enterprise system. Competition is designed to advance a number of goals. It's designed to give higher quality. It's designed to promote lower prices. It's designed to enhance innovation. And all of those indirectly is what gives rise to jobs. Jobs exist when strong companies produce good products at low prices and there's a desire for those products. So competition is what the Sherman Act and the Clayton Act are all about. And one looks at the landing gear industry, which as I say, has two domestic players. After the merger, it won't. There will be a single firm. So whatever competition previously existed between Coltec/Menasco on the one hand and Goodrich on the other will disappear. It is a merger to monopoly. And there is no other way to characterize that. And we know why we are concerned about monopoly. Because monopolists don't have to compete in the same way that competitors do. So that's one component of this merger. The other component of the merger is the vertical part, and that is that firms buy from and sell to others. And AlliedSignal, in order to be able to compete as an integrator, in order to compete successfully in the wheels and brakes industry, needs a reliable, good supplier of landing gears. It entered in 1995 into a strategic alliance with Coltec when it sold its landing gear business to Coltec, that was a 10-year strategic alliance that's been discussed briefly this morning. But, as a result of this merger, AlliedSignal will either not have a source of landing gears, or alternatively, its source of its landing gears will be its own competitor, and there are many problems that can flow from that. In the interest of time, let me go on to the next part of my testimony, and that is to talk briefly about the Federal Trade Commission guidelines. The Federal Trade Commission and the Department of Justice have established, promulgated merger guidelines. The first version of them was promulgated in 1968, but we're presently concerned with the guidelines that were promulgated in 1992--excuse me, 1982, as amended. What those guidelines do is, after defining the relevant product and geographic markets in which the merging firms operate, construct some numerical indicators, which are called the Herfindahl-Hirschmann Index [HHI]. And HHI is designed to obtain a more sophisticated interpretation of the significance of the market shares of the merging companies, and of the extent of concentration, both before and after the proposed merger, in the affected industries. And what the HHI--excuse me. What the guidelines do is have three different categories of HHI numbers, low, medium and high. As you would expect, the low numbers are those which are presumptively lawful, the middle category are those which are presumptively problematic, and the third category is one wherein it says, ``Markets are highly concentrated and the guidelines themselves, say, ``These mergers are deemed likely to, `raise significant competitive concerns.' '' Those problematic numbers are where the post-merger HHI exceeds 1,800, and where the merger produces an increase in the HHI of over 100. OK? The HHI can range from a low of 1 up to a high of 10,000. But where the post-merger HHI exceeds 1,800 and an increase of over 100 points, this is the kind of merger where the Department of Justice and the FTC is both likely to challenge the merger, and where the merger challenge is appropriate. And just using those numbers then, look at what's happened here. In the commercial wide-body landing gear market, the premerger HHI is 3,230, the post-merger HHI would be 5,272, for a net change in the HHI of 2,042. So, the numbers here, post- merger HHI is close to 3 times what the guidelines say is problematic. The increase is 20 times what the guidelines say is going to be problematic. Now, the guidelines establish certain kinds of defenses that the Commission might look at. And I will be very brief, in light of the shortness of time. Those three defenses are that one of the firms may be a failing firm. It's clearly not present here. The second is that there are low barriers to entry. This is an industry which has enormous barriers to entry: capital barriers; technological barriers; specialized manufacturing equipment barriers; time line barriers; need for product certification barriers; so, this is not a low-barrier entry firm. And, finally, efficiencies. The only efficiency I've heard here is that as a result of the merger, BFGoodrich and Coltec may be able to close the Cleveland plant, not only costing 650 jobs, but eliminating competition. In my view, that's not an efficiency. And so, if I look at the high HHI numbers, if I look at the potential defenses, and they're not there, I find this merger very, very problematic, even within the FTC's own guidelines. And at that point I'll pause and, once again, thank the committee for its attention. [The prepared statement of Mr. Bauer follows:] [GRAPHIC] [TIFF OMITTED]59989.051 [GRAPHIC] [TIFF OMITTED]59989.052 [GRAPHIC] [TIFF OMITTED]59989.053 [GRAPHIC] [TIFF OMITTED]59989.054 [GRAPHIC] [TIFF OMITTED]59989.055 [GRAPHIC] [TIFF OMITTED]59989.056 [GRAPHIC] [TIFF OMITTED]59989.057 [GRAPHIC] [TIFF OMITTED]59989.058 [GRAPHIC] [TIFF OMITTED]59989.059 [GRAPHIC] [TIFF OMITTED]59989.060 [GRAPHIC] [TIFF OMITTED]59989.061 [GRAPHIC] [TIFF OMITTED]59989.062 [GRAPHIC] [TIFF OMITTED]59989.063 Mr. McIntosh. Thank you, Professor Bauer, and we will get back to that. Because I think you've raised really the crux of the question in what we are looking at. I understand that Representative Roemer is here, and that he wanted to join us and make a statement, before he moved on to his next scheduled event. So, before we get to the question and answer period, let me invite him to come forward. Mr. Kucinich. Mr. Chairman, after Mr. Roemer speaks, then we will have a chance to ask questions. Mr. McIntosh. Yes, I think that's very important. I guess we are getting hand signals he'll be in in a couple seconds. Let me start by essentially asking a question related to this marketplace. And I'll ask you, Mr. Montalbine, what percentage of the product manufactured here in South Bend comes from original equipment orders, and what percentage is the aftermarket? Mr. Montalbine. Approximately 70 percent are aftermarket and the balance of the OEM up front manufacturer. Mr. Tubbs. Let me just add a point, though, and maybe ask Carl about that. On those 30 percent on the OEM, isn't--you give those away to the airframe manufacturers, don't you? They're given away for free? Mr. Montalbine. For the most part. Mr. Tubbs. So the real money comes from the aftermarket. So the job protection is really funded by the aftermarket, isn't that right? Mr. Montalbine. It's part of the story. If you don't get on new programs, there is no aftermarket. There are 12 new programs coming down the line, all asking for landing systems. If I am precluded from getting on those programs in the post- merger world, because I have no landing gear partner, then no sense in having an engineering department, won't be engineering new products. That would affect about 350 people. While it's true that airplanes last for 25, 30 years and for all of the programs we are on, we will be making spare parts. That will dwindle down very rapidly over time. So, if that is what Mr. Tubbs described as the perfect exit to business strategy for ALS, and that's how we would exit the business. No sense in investing on new programs, we'll just ride out annuity, as he put it, and we'll close the doors and turn the lights out when we run out of business. Mr. McIntosh. So, if you were to do that 5 years from now, what would the work force look like to you? Mr. Montalbine. Probably half. Half of what it is today. Mr. Tubbs. But on the 767, which they were the sole source on, Messier-Bugatti just came in and got certified. So, you can always be certified on a platform after the initial production. So, it's not that you can't compete, Messier-Bugatti did and took them out of the sole source position. Mr. McIntosh. So, the annuity is not a perfect annuity in the aftermarket, but you're saying there's also opportunities to compete. Mr. Tubbs. It's only affected by competition. Mr. McIntosh. Right. Mr. Montalbine. Congressman, in the history of the wheel and brake industry, that is an extremely rare event. That did happen. Messier-Dowty spent $25 million to get certified on that program. To be one of two suppliers for OEM equipment. They then had to go out into the aftermarket and compete, OK, at the airlines so they could put their wheels and brakes on instead of ours. That program is 3 years old. They have zero percent market share. They have not won one award. It is an up- hill battle. It is virtually impossible. And coming on a program very late in the game and not being there up front, most of the market share's gone. A good example, on the A3- 3340, as Mr. Tubbs indicated, AlliedSignal is on that program, an Airbus program, as the third supplier. We came on the program late. We have about a 12 percent market share, and is not much opportunity for us to expand that market share over time. So if you're not there up front, when that new airplane is rolled on the 777, history says that it is going to be extremely hard for you to capture any significant market share to justify the amount of investment that you have to make to get on. Mr. McIntosh. And let me ask one other question of Mr. Montalbine to understand the dynamics here. What percentage of the product do you make in South Bend? Where does that go to be assembled with the landing gear? Of the 30 percent that is new equipment, where does that go? Is that into the Cleveland plant exclusively with your alliance or---- Mr. Montalbine. Some of it does. It depends on the program. On the 777, we send it to Menasco up in Seattle. They put it on landing gear, and then they wheel that assembled landing gear over to be installed on the airplane. The C-17, we send it to BFGoodrich; they put it on, the landing gear, up in Cleveland. Most of it, though, goes directly to, right now, if it's not a system, goes directly to the OEM, like Boeing or Airbus. Mr. McIntosh. And while we are waiting for Mr. Roemer, let me ask another---- Mr. Hopfer. He is here. Mr. McIntosh. Is He? Oh, OK. Great. Tim, come forward, please. You need no introduction for this audience. But, for the record, joining us will be Representative Tim Roemer, who is the Congressman from this area. And let me invite you to give a statement, and you're welcome to stay and join us for the question and answers. I know you, like me, probably have a schedule to keep. But feel free to join us in that. And for the next 5 minutes, I'm going to turn over the chair to Mr. Kucinich, and I'll take a personal break. But, Tim, thank you for joining us. STATEMENT OF HON. TIM ROEMER, A REPRESENTATIVE IN CONGRESS FROM THE STATE OF INDIANA Mr. Roemer. Thank you, David. Thank you very much. First of all, I want to thank you, Mr. Chairman, for holding the hearing and welcome you to South Bend. Mr. Kucinich, a good friend of mine from the neighboring State of Ohio, we're also delighted to have you here. I'm coming from our Ethnic Festival, parade and festivities, and I know you are in parades and festivals all the time, Mr. Kucinich, and we would hope that you and Mr. McIntosh, and our distinguished panelists, after your hot and heavy testimony here today, would go down and get a little hot food and cold drink and enjoy the food and the folks and wonderful South Bend, and get some of our wonderful hospitality. So, welcome to the community. Mr. Kucinich. Thank you very much, Mr. Roemer. And as you know, the principles which I announced at the Washington Press Club before I was officially sworn in as a Member of Congress, or just after having been sworn in as a Member of Congress, were Polka, bowling and kielbasa, so this being in South Bend during an ethnic festival just fits right in my program. Mr. Roemer. Well, don't show me up in any bowling now, Dennis. Mr. Kucinich. I won't do that. Mr. Roemer. It's against the rules to beat the hometown Congressman in any competition. Mr. Kucinich. Well, it's so good to have you here, and we look forward to your testimony. Mr. Roemer. Thank you. Well, let me, first off ask unanimous consent to revise and extend my remarks. Mr. Kucinich. You have it. Mr. Roemer. And let me also ask unanimous consent to enter into the record some letters, particularly letters from Governor O'Bannon's office, letters from the Attorney General, and supporting statements from my work with the FTC, a letter that I wrote back on March 5th, 1999 to Chairman Pitofsky at the FTC, stating my concerns about the harmful effects of this merger. Mr. Kucinich. Without objection. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.064 [GRAPHIC] [TIFF OMITTED]59989.065 [GRAPHIC] [TIFF OMITTED]59989.066 [GRAPHIC] [TIFF OMITTED]59989.067 Mr. Roemer. I appreciate that. Mr. Chairman and Mr. Kucinich, again, we're delighted to have you here. My job as a U.S. Congressman is to look out for our jobs here in this community. And I take that fundamental job extremely seriously. And I want to make sure that when I have hundreds of people employed in my district with a company that has been here since 1927, a company that has an annual payroll of $75 million into this community, a company that gets involved in this community with alternative schools, a company that gets involved in United Way, a company that is a conscientious and committed company to this community, that employs a lot of people, that shows our community how labor and management can get along and work together, I want to make sure that these jobs stay in this community. That is a fundamental responsibility for me as a U.S. Congressman, to represent their jobs. So that's foremost my responsibility here today. It is also to work with this distinguished committee, to get their help, not just today for a hearing, not just next week or next month, but a commitment from them to continue to work to help us look at the ramifications of this potential merger. And to help us study it and understand it from a national security perspective, from an anti-competitiveness perspective, from a general merger perspective, and the impact on other companies in the United States that may produce wheels and brakes, and landing gear, and airline manufacturers; and to better help us analyze and assess the impact of this on our security and competitiveness, and, most of all, on our people here in South Bend. Now, I want to assure my workers, because I look out in the audience and I see some of the hard workers, people that depend on paychecks, people that support their families and their children, and it's a tough environment out there, as you and I talk about all the time, Dennis, that to support a family these days, and to make sure that you are getting enough time with your family these days, to raise your kids in the right way, as we're on the verge of Father's Day tomorrow; to make sure our union and our UAW workers and our management, to make sure that they are not scared or frightened or overwhelmed when a committee comes to town and says there might be some possible job losses. As you all know, I've been working very closely with AlliedSignal for many months now to challenge this proposal. I have been assured by AlliedSignal that even if this merger goes through, it will not--it will not--result in any immediate job losses in South Bend. And let me repeat that for the hard working people in this community, I have been assured by AlliedSignal that neither this merger nor Allied's proposed merger with Honeywell will result in any immediate job losses in South Bend. So we're here to look at the consequences of this, to try to assure our employees that we're looking out for their best interest and not to scare them; and to try to find some ways that, through this committee, and through our Attorney General and Governor's Office, and other interested people, that we can try to make sure that the best interests of the community and the company and the country are looked out for. Now, AlliedSignal and I go back a long way. We've worked together on many important projects. To equip the defense and aircraft industry with wheels and brakes including the F-15 Eagle, the F-16 Falcon, the F-22 Raptor, the B-2 Bomber, the G- 17 Globe Master Transport and the F-18 Hornet. And we can be really proud, really proud of what our workers did out there at AlliedSignal that helped contribute to the success of our brave men and women overseas, primarily through the Air Force, and this equipment that we make in South Bend that gained us the principal victory against ethnic cleansing. So I am very proud of the contribution that AlliedSignal has made and the employees make in our community, to our national defense, the better schools, and to contribute toward helping people across the community, with good, high-paying jobs. Let me just go over very briefly some of the history of my involvement in this. I wrote a letter to the Federal Trade Commission on March 5th, 1999, expressing my serious concern about this proposal. A copy of my letter to the FTC and an article from the Wall Street Journal, including my comments, are attached. I also expressed my concerns in a direct phone call about this matter with the FTC. I encouraged them to look at all--to look at all--aspects of this merger, including some of the aspects brought up by our articulate panelists here today. I don't want to go on too much longer, other than to restate, and which Mr. Kucinich has graciously agreed to include in the record as well, an article and a letter that I received from AlliedSignal's chairman, when I wrote to him and I inquired to him about the Honeywell/Allied merger, Larry Bossidy, the chairman and CEO of AlliedSignal, was very fast in getting back to me. And he stated, unequivocally, that no jobs will be lost at these operations as a result of this new proposed merger. And I am pleased to include a copy of this letter to the press, to Mr. Kucinich, to Mr. McIntosh, our chairman, to make sure that this is part of the record here today. Again, we've got a lot of excellent testimony from people that are in law, like, Professor Bauer, who has given us a very good insight into this. We have distinguished panelists that will be looking at this, and have a great deal of knowledge about it. We have our distinguished members of the committee here that will take this information for the record back to Washington and followup on what they've learned. And we hope to work with everybody and anybody across the spectrum to make sure that our jobs in South Bend, IN, are protected; that we look out for the concerns about competitiveness; that we look out for concerns about depending on maybe one supplier across the ocean in France for some vital equipment that I just read off about F-16's and F-15's and F-22's and Globe Master Transporters and so forth. It gets into very seriously dangerous grounds when we can only rely on one supplier who is overseas, and I think that this committee needs to take a very, very careful and in-depth look at that. So, I want to again thank you for taking the time out of your busy Saturdays to come into your South Bend, IN. I'm sorry you missed the parade, that you didn't have a chance to walk up and down the streets and meet some of the great people here in South Bend. Some of them which work at AlliedSignal, and told me on my way in here to ``Fight for our jobs,'' and that's exactly what I'm going to do. And I again appreciate your help and your participation, Governor O'Bannon's participation, our Attorney General, who has been helpful in the injunction, and his participation; and everybody and anybody who will continue to work with us, management, our labor union, UAW, hard-working people that make some of the best things in the world here in South Bend, IN. And with that, I'm going to probably shortly excuse myself and go grab some of this great food at the ethnic festival. And I hope you guys get out there and spend a little money in our local economy, David and Dennis. With that, again, thank you for the unanimous consent agreement to include my testimony in there. I know we've got the distinguished Mayor Luecke, coming up here to testify as well, too. He is doing a wonderful job for our community. And he just walked in the parade with me as well, too. And I think he's still dripping wet, sweating a little bit. He sweats more than I do. So, you might want to put him out on the panel because he may have to take a shower before he gets up here. [The prepared statement of Hon. Tim Roemer follows:] [GRAPHIC] [TIFF OMITTED]59989.068 [GRAPHIC] [TIFF OMITTED]59989.069 [GRAPHIC] [TIFF OMITTED]59989.070 [GRAPHIC] [TIFF OMITTED]59989.071 [GRAPHIC] [TIFF OMITTED]59989.072 [GRAPHIC] [TIFF OMITTED]59989.073 Mr. McIntosh. Thank you, Mr. Roemer, for joining us today and we appreciate your remarks. Let me now focus back in on some of these questions. And in order to make sure we've got time for the other panel, we've got about 25 minutes or so with you all. Thank you. I appreciate you joining us. And so, I may end up cutting to the chase on some of them. It's not intended to cut you off, but it's to make sure we get a lot of ground covered. Mr. Linnert, you had started to raise a point when we were talking about the market, and, maybe, Jason, if you could put those two charts back up there. Let me ask you, essentially do you disagree with the characterization of that; perhaps, if you look at the large airlines or airplanes, that the marketplace is more like that description there than the other, and in terms of large supplies and large players. But let me let you make your point as well. Mr. Linnert. Thanks. Yes, I do disagree. Let me first note that Professor Bauer's antitrust expertise certainly exceeds mine. So, I'm going to comment on that in a minute. I would also like to note that Professor Bauer is an attorney of record in this matter, and has helped enable Allied to develop its case, but his name is on the pleadings. What I think something---- Mr. Kucinich. I think the Professor disclosed his---- Mr. Linnert. That he was a consultant. I just wanted to point out he was also an attorney-of-record in the matter. What I would like to do is comment, that article that Carl put into the record earlier that came from the Paris Air Show, there's a nice graph there where what it shows in terms of landing gear, that Messier-Dowty has 40 percent of the worldwide market; Goodrich has 21 percent; Coltec 22 percent; and ``others'' 17 percent. So, there is a vibrant other group of landing gear manufacturers depending what market you're in. Mr. McIntosh. That's when you defined it as including all airplanes? Mr. Linnert. Yes. Mr. McIntosh. And the ``other'' numbers are when you define sort of the large, commercial or military aircraft? Mr. Linnert. Yes, and that's a good point. I think, the way I think of this is, there's a lot of markets to consider here. But there's--let's say there's basically large, commercial, regional, business and military. And that chart that I mentioned that's in that air show article talks about that totality, so there's 17 percent of that market is made up with other landing gear manufacturers. But to just to help with the---- Mr. McIntosh. What do you mean--I'm sorry. Mr. Linnert. Sure. Mr. McIntosh. Of those different subcomponents, which are the most significant, either in terms of revenue or profits, for your companies; is it the military? Is it the larger commercial? Is it the smaller regional aircraft? Mr. Linnert. You're talking to a non-expert, but one thing I do know is, it is not military. I believe it's the large commercial market. Mr. McIntosh. Large, commercial. Is that in your experience, too, Mr. Tubbs? Mr. Tubbs. Yeah. Mr. McIntosh. OK. Mr. Linnert. The one point I do want to make, on large commercial, there are a couple other players beside Goodrich, Coltec, and Messier-Dowty. SHL, who Carl referred to, is an Israeli company; they do provide the landing gear for the Boeing 717. And Heroux, which he also mentioned, is a Canadian firm. They provide landing gear for the C-17. So there are some others with capabilities. Mr. McIntosh. Do those tend to be sole source, are they multi-source? Mr. Linnert. Usually with the way a landing gear platform works, somebody is picked as the landing gear provider for that particular platform; it's the wheel and brakes that the airlines do want dual or multiple sources, because that's the wear out, the higher wear out pieces. And I just wanted to finish up on something Professor Bauer said. As I said, he's an antitrust expert and I'm not. I would just like to point out to the committee something I said in my comments earlier. All of the points that Professor Bauer raised, I feel confident were raised at the FTC in a 5-month process, and at the DOD in a 4- month process. And the reason I feel confident is because AlliedSignal and Crane participated in that process. May be a little bit unusual, but they participated. So the staff had a thorough opportunity to, not only look at those arguments, they requested more documents from us. And in the end, to show the end of that, Allied did and Crane had audiences with each of the FTC Commissioners, is our understanding; private audiences for that last little explanation or concerns. And again, as you all know, the FTC and the DOD came out favorably for the merger. So I just wanted to--while I can't debate the antitrust---- Mr. McIntosh. Let everybody know the next phase of this will be for us to sit down in a staff level with the FTC attorneys. A significant part of what we're doing is making sure that as they made that decision they considered the correct factors. Let me ask a couple more questions real quickly about the marketplace so we can gain an understanding of that. What percentage currently, and I guess anticipated future contracts, are likely to be integrated where you need to have those alliances versus, I don't know what the other term of it is, but the more traditional one that an airline would pick a different supplier. Mr. Linnert. And just to help with it, so I'm answering the question correctly, you're asking the question of how many new programs, forget all the existing ones, how many new programs would be bid where the landing gear, the wheels and brake, brake controls and all these things put together. Mr. McIntosh. That's the important part. Give us the existing one, too, so we get an idea of how they fit into context. Is there a shift in the marketplace that's occurring, or---- Mr. Linnert. In the existing market, there is a very, very, low percentage of systems that are asked for and have been asked for on an integrated basis. Certainly, large, commercial. More so in the regional and business. But if you look forward in time, we believe, Goodrich believes, it will continue to be a low percentage going forward, particularly in the large, commercial markets. And Carl did make a good point before. He said, ``Well,'' he said, ``some of these other firms that Terry had up on that chart, they don't have the ability to design these larger landing gears.'' Boeing helps design the landing gear and owns the data rights to the design, so that's why they can pick among different landing gear manufacturers to build something for them. They own the data rights. It's not something that is proprietary to us. Mr. McIntosh. OK. And, Mr. Montalbine, the article you told us about indicates that the French firm Messier thinks--has a different prediction than Mr. Linnert about the future; they think it's for the large, commercial ones they will be more integrated. Mr. Montalbine. Yeah, their view of the world is significantly different, more in line with our view of the world. Mr. McIntosh. And that's yours as well. Mr. Montalbine. That's correct. Mr. McIntosh. OK. Mr. Montalbine. And that is why back in 1995--if I could correct this one point, Mr. Chairman. In 1995, when we sold our landing gear business, as Mr. Tubbs indicated, that's true; but it's a half truth. We sold it on the condition in exchange for a strategic alliance agreement with Menasco so that we could gain access to large, commercial landing gear capability. We had a very small, military business that was over capacity in 1993/94, timeframe; made no sense to invest in it any further. Menasco, being alone, as we were interested in also teaming with a wheel and brake supplier, because they saw the trend toward systems integration. So that is the other side of the story. We willingly sold it, but in exchange for the alliance agreement. Mr. McIntosh. And was Menasco at that time owned by Coltec? Mr. Montalbine. Yes, this is the parent company. Mr. McIntosh. So you got that from the parent. Let me get one quick question, then I'll let Mr. Kucinich have a series of questions. But speaking of that strategic alliance and the background that we heard about earlier; the decision on that portion of the dispute, that Arbitrator said Coltec needed to affirm they would continue that in the merged company. I guess to Mr. Tubbs and Mr. Linnert, are you both prepared to say that will be the decision of the company? Mr. Tubbs. Absolutely. Mr. Linnert. Absolutely. In fact, it's a condition of the merger agreement that all contracts are honored. We have said, since before the litigation was filed, we have told AlliedSignal in personal meetings that we not only would live up to and honor the agreement, we would be willing to entertain whatever additional safeguards they thought might make sense to protect their proprietary information, whether it was firewalls, whatever. Mr. McIntosh. Does the agreement obligate you on these--I forget what the number was--but these additional platforms that are going to be bid on in the future? Mr. Linnert. Yes. Mr. Tubbs. Yes. Mr. Linnert. Let me just put--to help put that in perspective. That agreement has about 5\1/2\ or 6 years left on it. So, when Allied exited the landing gear business, Carl is right, they entered into the strategic alliance agreement. Well, it was for a term certain. They have no protection in terms of a partner after that period of time. What they were concerned about is not having a partner now. What the Arbitration panel essentially said is, ``You have your partner, the contract will be honored.'' Mr. McIntosh. But, as Mr. Bauer is pointing out, that partner will also be their chief competitor. Mr. Tubbs. But what the Arbitration panel said was, ``And we'll work with you to develop safeguards so that there is a firewall between the data. So that you can go ahead.'' In fact, there are some programs that are going on right now where Allied is working with other wheel and brake manufacturers to design wheels and brakes for new airplanes. So they're sharing in that. Mr. McIntosh. So, in order to live up to that, you anticipate some of the new business you acquire having a significant part of it outsourced to Allied in order to live up to that? Mr. Tubbs. We don't make wheels and brakes, so we can't outsource---- Mr. McIntosh. But BFGoodrich does. Mr. Linnert. We make wheels and brakes. The way the agreement works is if a customer says, Please bid an integrated system to us, you know, all four parts together; what the agreement says is, we will team our landing gear with their wheel and brakes, not ours. And we will put in an integrated system bid. Now, our wheel and brakes are completely separate, firewall. If they want to bid as a component, that's a whole separate matter. But we will honor the agreement. So they have their partner. Mr. McIntosh. Let me turn the question time to Mr. Kucinich for any questions he might have. Mr. Kucinich. Thank you, Mr. Chairman. To Mr. Linnert, did I hear you say that the Department of Defense and FTC supported the merger? Did you say that? Mr. Linnert. The letter from the Department of Defense, I understand, was their standard letter which permits mergers to go ahead, which they said to the FTC, ``We do not object to this merger.'' The FTC's letter to us, which said we could go ahead with the merger, was their standard letter out of their procedures manual. So, yes. Mr. Bauer. Can I followup on that, Congressman? Mr. McIntosh. Sure. Mr. Kucinich. Yeah, go ahead. Mr. Bauer. The procedures of, both, the Department of Defense and the Federal Trade Commission--and I should focus particularly on the Federal Trade Commission under the Hart- Scott Rodino legislation, in the premerger notification portion of that, do not require the enforcement agencies, whether it be FTC or the Antitrust Division, or here where there's national security implications, the Department of Defense, affirmatively to approve the merger; it's a decision not to challenge the merger, but says nothing about the impact that that might have on private litigants as, in fact, is prevailing in the Federal District court here in South Bend. Mr. Kucinich. I just wanted to--Mr. Chairman, thank you. I just wanted to clarify that, Mr. Linnert, so that we keep the record clear on that point. Mr. Linnert. And I could--maybe I could help---- Mr. Kucinich. I--you now, I just wanted to establish---- Mr. Linnert. OK. Mr. Kucinich [continuing]. What the record is. The record does not state that they support it. It states, rather, they don't object to it. Mr. Linnert. Right. I'll read from the Department of Defense letter---- Mr. Kucinich. We can continue. I'm going to continue with my questions. Mr. McIntosh. We will put those letters in. Mr. Kucinich. We will put that in the record. That will be fine. I appreciate having that in the record. Thank you. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.074 [GRAPHIC] [TIFF OMITTED]59989.075 Mr. Kucinich. Now, to Mr. Tubbs. When did Coltec decide that it wanted to be a business partner with BFGoodrich; that they wanted to merge with BFGoodrich? Mr. Tubbs. Our first--the first meeting of the two, Mr. Chairman, was, I believe, October 14th of last year. It was October of last year. Mr. Kucinich. Were there meetings on a staff level prior to that? Mr. Tubbs. No. Mr. Kucinich. Were there meetings between attorneys prior to that? Mr. Tubbs. No. Mr. Kucinich. Was there any contact of any kind between officers or representatives of BFGoodrich and Coltec prior to the meeting of the CEO's, or the chairman? Mr. Tubbs. I don't know where you're going, but let me---- Mr. Kucinich. I'm asking a question. That's where I'm going. Mr. Tubbs. Not on that merger. We--we had a business relationship with Goodrich on other things, and, of course, there were meetings about that. But the first time the merger ever came up between those two companies was at dinner on October 14, 1998. Mr. Kucinich. It was at dinner. All right. And who was at that dinner? Mr. Tubbs. Mr. Guffey, the Coltec chairman, and Mr. Burner, the BFGoodrich chairman. Mr. Kucinich. So, was there anyone else at that meeting? Mr. Tubbs. No. Mr. Kucinich. So you don't have any knowledge really of what was discussed at that meeting. Mr. Tubbs. Only what was told to me, sir. Mr. Kucinich. OK. And what is your official position with the company? Mr. Tubbs. I'm general counsel of the company. Mr. Kucinich. Was there, to your knowledge, at any time any discussions between Coltec and BFGoodrich as to what would be the competitive position--of how the competitive position of Coltec would be enhanced in such a merger? Mr. Tubbs. There were many discussions in-house about how good this merger was for us, and what it meant for all our facilities and all our locations throughout the United States; there were a lot of discussions about that. I mean, that's what you have to do to convince the board of directors that it is a good merger. Mr. Kucinich. In those discussions, was it ever stated that there would be a competitive advantage for Coltec if it merged with BFGoodrich? Mr. Tubbs. Sure. Mr. Kucinich. And in that was it ever discussed that in such a competitive advantage that you would be able to effectively displace AlliedSignal in a key area in the marketplace? Mr. Tubbs. Not to my knowledge. We had our agreement with AlliedSignal. Mr. Kucinich. So you had no discussion about competition with anyone, is that what you're saying? Mr. Tubbs. No. I'm not saying that. You asked me whether we had talked about displacing AlliedSignal. And I don't know that that's true. But certainly in our discussions we recognized that we were going to have to go through an antitrust review process; that there was a merger--there was an overlap--a product overlap that was going to have to be looked at. We certainly knew that. I mean, we're attorneys; we asked advice; we went to see our customers about that to ask if they had a problem with it. We did those things, yes. Mr. Kucinich. So, but yes or no, I mean, did you ever have any discussions about the competitive advantage which Coltec/ BFGoodrich would have as opposed to AlliedSignal? Mr. Tubbs. Not as opposed to AlliedSignal. We had it as the competitive effects of the merger were discussed. Mr. Kucinich. Did you ever have any discussions about the monopoly position which Coltec and BFGoodrich would have if the merger went through? Mr. Tubbs. Well, first of all, it's not a monopoly position. So, no, we did not discuss a monopoly position. Mr. Kucinich. Did you discuss marketplace dominance? Mr. Tubbs. We did not discuss marketplace dominance. I mean, we talked about---- Mr. Kucinich. Why would you merge, if you didn't discuss the marketplace? Mr. Tubbs. Pardon? Mr. Kucinich. Why would you have a merger if you didn't discuss marketplace dominance? Mr. Tubbs. We talked about the synergies; the good that would come to Coltec as a result of merging with BFGoodrich. That's not marketplace dominance. Mr. Kucinich. Mr. Linnert, when was the first time that the discussion of a merger with Coltec took place? Mr. Linnert. My understanding is exactly the same; it was a dinner meeting of the two CEO's. And it was mid-October. Mr. Kucinich. Are there memos about the result of that dinner meeting available? Mr. Linnert. I don't have one. I was not at the meeting. Mr. Kucinich. Were you--did anyone have a discussion with you about that meeting? Mr. Linnert. Yes. Mr. Burner reported that they had a dinner meeting and that we should get--the next step was to get together as companies and have a discussion. Mr. Kucinich. And was there any discussion about the content of that meeting? Mr. Linnert. No. Not specifically. Not to me. Mr. Kucinich. Was there any discussion with you and any officers, other officers of BFGoodrich, as to how this merger would enable you to achieve a dominance in a particular sector of this industry? Mr. Linnert. No, not with me personally. There was--one of the hopes for from the merger was that we would be a better competitor with Messier-Dowty for Airbus business, so-called crack Fortress Europe, as we refer to it. Try to get more business on a global basis. Mr. Kucinich. Was there ever any discussions or any meetings or planning sessions where the--where the impact of this merger on a competitive position of AlliedSignal was discussed? Mr. Linnert. Not to my knowledge, no. Mr. Kucinich. Was AlliedSignal ever discussed in any of these meetings? Mr. Linnert. The one place I remember AlliedSignal's name coming up was in connection with the strategic alliance agreement, and that we would have to honor that agreement going forward. Mr. Kucinich. Did you--was it ever in your planning at any time to achieve a dominance of the marketplace with regard to an advantage over one--any competitor? Mr. Linnert. No. What we wanted to do was become a stronger competitor, particularly in the large, commercial markets where we have had very little success in winning Airbus programs. Airbus, obviously, the counterpart of Boeing. So we wanted to be able to compete for Airbus programs. We also, on the military side, since there were less programs coming along, we wanted to be able to have the resources necessary from a military side to look at the new programs. They had a better military presence than we do. Mr. Kucinich. So, to your knowledge, there were no discussions, no documentation, no possibility that any direction was taken toward achieving a monopoly in landing gears? Mr. Linnert. No, sir, in the discussions I remember we were to become a stronger competitor; and the one I clearly recall is try to win or secure some Airbus business going forward. Mr. Kucinich. I have one final question, if I may, Mr. Chairman, of Mr. Montalbine. In looking at some of the documents that have been provided to this committee, thanks to the work of Mr. McIntosh. I have come across some of the assessments that BFGoodrich has made about the facility in the city of Cleveland, Cleveland Pneumatic. And in looking at those assessments, BFGoodrich has put a rather low priority on keeping that particular facility. Three different levels of analysis indicated they would not do so, indicating the condition of the plant, the personnel, perhaps the cost of the personnel, perhaps the union status of the facility, and the long-term viability of that facility, all were not to the advantage of the corporation. How then, since you're in a profit-making business, I presume, could you presume that you would, in fact, be able to operate such a facility and not be in the same condition that BFGoodrich found itself in with this document--which I think we already have in the record, Mr. Chairman--which states that its equipment, the people and the expansion capability are all undesirable, according to this document? Could you respond to that? Mr. Montalbine. Congressman, those are the assessments of internal people at BFGoodrich, and I can't speak to why they came up with those assessments. Mr. Kucinich. But why would you be able to make a go of it there and they can't? Mr. Montalbine. We intend, right now in the post-merger world we would have no landing gear business, so we would have no alternative but to invest in the facilities, invest in the training of the people. AlliedSignal has a history of acquisition in the past where we've been able to upgrade the culture in these organizations through the training programs that we have. Mr. Kucinich. So, you're saying you would want to do that to keep a position in the marketplace. Mr. Montalbine. Absolutely. And we would make that investment in the people, plant and equipment and be an available competitor. Mr. Kucinich. Is it your feeling that the reason why BFGoodrich wouldn't want to sell that to you is to stop you from having a position in the marketplace? Mr. Montalbine. Absolutely. We are the primary competitors on the wheel and brake side. And, as Mr. Tubbs pointed out, that's where the money is. And given the fact that the entire industry's moving toward landing systems, it would be very easy for them to foreclose us from that market. Mr. Kucinich. Do you have any information, however, to present to this committee or any information that is available that would suggest that BFGoodrich and Coltec specifically are trying to exclude AlliedSignal from this business, or, in doing so, have taken a competitive position to the direct disadvantage of AlliedSignal? Mr. Montalbine. Other than the experiences we've had when Menasco, in our existing strategic alliance, we don't feel they---- [Discussion off the record.] Mr. Montalbine. I guess I'm being counseled to be careful with the lawsuit. Mr. Kucinich. OK. Why don't we just stop there. Mr. Montalbine. OK. Mr. Kucinich. Mr. Chairman. Mr. McIntosh. Thank you, Mr. Kucinich. Let me ask both Mr. Tubbs and Mr. Linnert, have the documents that you've submitted to the committee, do they cover all of the documents relating to that October dinner? From the company? Mr. Linnert. The documents we submitted were in response to the subpoena. And if that was discussed at the dinner, yes, those documents would have been disclosed. But I don't know that there is any documents. Mr. Tubbs. The only document that I know would be the proxy that we issued to--our joint proxy that we issued to our shareholders to approve the deal. Of course, that was fully disclosed in that SEC document. Mr. McIntosh. There weren't internal documents saying, this is the dinner, we're now getting together, back and forth? Mr. Tubbs. No. Mr. McIntosh. All that communication was done orally? Mr. Tubbs. Well, it was in Ohio at Youngstown. And the reason for the meeting was because the parties had been, at lower levels, had been talking about doing a joint venture in landing gear overhaul. And both the chairmen had finally found out about it, they didn't like--they didn't think it made much sense. So they were meeting to say, does this make sense? And at that meeting, Mr. Burner suggested to Mr. Guffey, maybe what does makes sense is to merge the two companies. I mean, that's what happened at that meeting. It was not a, you know, charts and dog and pony show kind of meeting. Mr. Linnert. Mr. McIntosh, let me---- Mr. McIntosh. But following after that meeting, have you all submitted to the committee all the documents that went from that meeting forward to the submission for a merger with the FTC? Mr. Linnert. Mr. McIntosh, we submitted documents to the committee in response to the--there was a letter from the committee and then a subpoena. We had prepared documents in response to the letter, and I believe we have provided those. The subpoena had a different timeframe. I think it was the same documents, but it was just a different timeframe. So it may be that there's some more to come, because the subpoena, a cover letter said we supply what we had available. We did. And then if there's more to come, we will submit those. Mr. Tubbs. We will be happy to work with the staff to make sure they have that. Mr. Linnert. We have complied the best we can. Mr. McIntosh. Good. We will make sure. And I've asked you to go back and do a review if there were any other things that, perhaps, fell out of the letter request but pertain to that meeting or pertain to the benefits that Representative Kucinich was referring to. Make sure we've got those documents as well. Let me ask you, Mr. Linnert, to refer to a document dated January 8th, which you made available to the committee yesterday, I think, in response to the subpoena. And it's a document entitled, ``To Jack Carmola and Roger White from Mr. Ernie Schaub.'' To make sure I understand who the players are. Mr. Schaub, is he with BFGoodrich? Mr. Linnert. Yes, sir. He is a group vice president, if I've got his title right, in the aerospace business of BFGoodrich. Mr. McIntosh. And, Mr. Carmola? Mr. Linnert. Mr. Carmola would be in charge of our landing gear business. I don't know his exact title. Mr. McIntosh. OK. And Mr. Wright? Mr. Wright, Roger? Mr. Linnert. Mr. Wright is an employee of Coltec. Again, I just don't know his exact title. Mr. Tubbs. He's the head of our landing gear business. Mr. McIntosh. OK. So it is written from the head--your VP for the aerospace to the two heads of the--respectively of the two companies of the landing gear business. And, ``The following is a summary of our meeting and discussions of January 6th.'' He then goes on to talk about, ``In an ideal word, we would have production facilities that are union free, cost effective, flexible and efficient in their layout, and as self-contained as possible. We would subcontract all parts or processes for which we are non-competitive or that are not part of our core competency.'' Has that been--does this memo reflect, essentially, the policies that the company, when merged, would follow? Mr. Linnert. I don't believe so, no. I believe this is just what the memo says, it--folks got together to talk about the existing facilities and it was just a discussion among themselves. And it never went to aerospace management in the form of Marshall Larson. I didn't see it myself until it was handed to me when I came in here today. But I know and I have to be careful about the litigation also, but Marshall Larson has never been apprised of any studies or any discussion with respect to the future of the landing gear facilities. Because, again, any work that has been done is very preliminary. We're not allowed to share operating data. Mr. McIntosh. Well, let me ask this: What percentage of the production, either currently or post-merger, would be outsourced? Mr. Tubbs. In building a landing gear, 65 percent of our landing gear is subcontracted. And I think---- Mr. Linnert. It's over 90 percent for us. Mr. Tubbs. Ninety on their case. So, you send a part out to a very qualified supplier and ask him to make it; you bring it back, you might put it together. So, a lot is outsourced. Mr. McIntosh. So, for very sound business reasons, I assume. Mr. Tubbs. Sure. Mr. McIntosh. Now, what does--do those parts include the wheels and the brakes, or are there other things? Mr. Linnert. No. Bob was talking about it's the landing gear assembly itself. Mr. Tubbs. The hydraulic cylinder. Mr. Linnert. Yeah, the wheel and brakes are a separate item. But on the landing gear, he can speak for Coltec, but in our case it's more than 90 percent of that work is subcontracted out. The parts. Mr. McIntosh. Now, for an integrated contract, is that true there as well, that the parts are subcontracted? When you have an integrated contract to supply landing gear wheels and brakes? Mr. Linnert. Well, look, it certainly would remain true for the landing gear piece, because that's how it would be made. I am not as familiar in wheel and brakes how much work is done in-house versus outside. Carl may know. Mr. Tubbs. But let's go back to, I think where your question is, on--if you say that there's a whole four things or five things that you use to land an airplane, sometimes we will put those together in the case, as Carl described it, in Everett, WA, for the 777; the wheels and brakes are shipped in, tires are shipped in. I don't know if the brake control systems are. But, and then our structures. And we have people there who put them together. We wheel them across the runway, right into Boeing's facility. Sometimes we do that at our Oakville facility. I think on 737 that's where we combine them is in Oakville. So, sometimes those are. But we always do it to what Boeing tells us to do. It's their specification that says use an Allied wheel and brake, use a BFGoodrich wheel and brake. We don't choose that. We're told do that. Mr. McIntosh. Is that true of the subcontracting on the landing gear part? Mr. Tubbs. No. They have to approve who our subcontractors are. This is a highly regulated industry. The FAA looks at everything. So everything is documented. All your processes have to be controlled. So, before you run out, they have to be an approved subcontractor, but they don't tell you to use them. Mr. McIntosh. Generally, the ultimate consumer of the product, the airline manufacturer, or aircraft manufacturer, also reserves the right to approve the contracting out? Mr. Tubbs. I think so. Mr. McIntosh. OK. It would make sense to me if they would. Mr. Linnert. I can try to answer it one way, is, again I've only been with Goodrich a year and a half, but my understanding is, you do what Boeing tells you to do or Airbus, or Bombardier, because they're your customer. And if you're not going to satisfy them, you won't be there for very long. So I think they do control. Mr. McIntosh. And does BFGoodrich ever subcontract or transfer the manufacture or production for aircraft parts to companies that are located in a foreign country? Mr. Linnert. I believe we do, because what I said last week to Senator Dewine's committee is take military landing gear; there's people who make military landing gear and beneath them there's all these subcomponent suppliers, and there's more than 25 of those, so they have to be in multiple countries. Mr. Tubbs. And I know that we do, because we own a facility in Poland; we bought a facility in Poland to do that so the F- 16 and many parts of the F-16 are made at Krosn. Mr. McIntosh. But those are in your facility. Mr. Tubbs. We own it. Mr. McIntosh. But then would you also subcontract out to another company in Poland? Mr. Tubbs. We could, I mean. Part of that, Mr. McIntosh, depends on--you know, you're trying to bid--build value in a landing gear, especially a military landing gear, so you can sell it to the allies, so you have to have local content on that kind of aircraft. So you're always balancing, especially on the military side, when you are trying to do a NATO program, with local content. Mr. McIntosh. So, the combined company would plan to use that option in the future, to outsource to some foreign---- Mr. Linnert. I believe we would look at the best practices of both companies of how we do things and hopefully learn from each other. And if that included subcontracting, yes. In addition, I think, as the air--as the aircraft manufacturer goes through cycles, clearly, you have to ramp up and down for cycles, and I think outsourcing is one of the things you use to help meet the higher volume part of the cycle. Mr. McIntosh. OK. Are there any plans to take parts that are currently manufactured by companies here in the United States and perhaps for valid cost reasons subcontract them out to manufacturers located overseas? Mr. Linnert. Not to my knowledge. But let me answer a question that was asked me by your staff. The question was asked, ``Do you use--do you obtain subcomponents for military landing gear from anyone in China or Russia?'' That was a question--OK, maybe that wasn't a question that was asked of me. I can answer that. Mr. McIntosh. It was one I was going to ask. Yeah, go ahead and provide the answer to that. Mr. Linnert. My understanding, the answer to that one is no. Mr. McIntosh. No. Are there any plans to do that in the future? Specifically with one of your planes, the Dornier 728? Mr. Linnert. To go to China or Russia? I don't know, honestly. Mr. McIntosh. OK. And I think that's a civilian aircraft. Would you find that out for us? Mr. Linnert. Sure. Mr. McIntosh. We will hold the record open from this hearing. Mr. Linnert. I'll speak with him and get the exact question. Mr. McIntosh. We'd hold the record, if it's unanimous consent, for 10 days and put that into the record. And also, let me ask you unanimous consent to put this document that we were talking about in the record. Mr. Kucinich will be interested to note, once again, on this document the close of the Texas, Cleveland and plating, approximately 866,000 square feet, eliminate 700 hourly positions, 300 salaried positions and relocate 200 people. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.076 [GRAPHIC] [TIFF OMITTED]59989.077 [GRAPHIC] [TIFF OMITTED]59989.078 [GRAPHIC] [TIFF OMITTED]59989.079 [GRAPHIC] [TIFF OMITTED]59989.080 [GRAPHIC] [TIFF OMITTED]59989.081 [GRAPHIC] [TIFF OMITTED]59989.082 Mr. Kucinich. I am, Mr. Chairman, glad you wanted that submitted in the record. May I for a second here? Mr. McIntosh. Yes. Mr. Kucinich. This document--thank you, Mr. Chairman. I consider this document instructive for a number of reasons. It's been BFGoodrich's contention all along that nothing's final, these are just planning discussions. However, it's been consistent in all their planning discussions to direct the closing of the Cleveland facility. Because of the number of people in my district who happen to be affected by this, I'd just like to have the privilege of asking this question. In a number of internal communications that I've reviewed with respect to BFGoodrich, there is a--seems to be a consistent interest in facilities that are, ``union free.'' What do you mean by that? What does that mean? Mr. Linnert. I don't know what that means, because that is not the policy of BFGoodrich. Mr. Kucinich. What do you think that means? Why would that be in a---- Mr. Linnert. I do not know. Mr. Kucinich [continuing]. Communication? Mr. Linnert. As I said a minute ago, Representative Kucinich, that is not the policy of BFGoodrich. Mr. Kucinich. Is this document from BFGoodrich? Mr. McIntosh. It is. It was one of the ones they submitted. Mr. Kucinich. Could I ask the gentleman to look at it. Mr. Linnert. Is this the one you gave them? OK. I have it. Mr. Kucinich. Have you looked at that? Mr. Linnert. I was handed it before this hearing started, yes. Mr. Kucinich. Who is Mr. Ernie Schuab? Mr. Linnert. He is the group vice president--one of the four group vice presidents in our aerospace business. Mr. Kucinich. He works for BFGoodrich? Mr. Linnert. Yes. Mr. Kucinich. Who's Mr. Jack Carmola? Mr. McIntosh. Oh, we established that. He is with BFGoodrich, also. And Mr. Wright's with Menasco with Coltec. Mr. Kucinich. So you're saying that, despite the fact that you have a memo here, which is from BFGoodrich, that relates to having production facilities that are union free, you're saying that's not your policy? Mr. Linnert. Yes. Mr. Kucinich. Would you also say that your interest in merging with Coltec has nothing to do with the fact that Coltec's located in a right-to-work State? Mr. Linnert. That is correct. It has nothing to do with that. Mr. Kucinich. So, the fact that there is a memo here, a company memo, that assesses this stage before a merger and it mentions that the facilities would be union free. And not only once, I think it's mentioned several times throughout the BFGoodrich's documents. And that you would go to a--move to a right-to-work State and out of a unionized environment, you're saying that that's not your policy? Mr. Linnert. That is not our policy. That is exactly what I'm saying. Mr. Kucinich. But it's becoming your policy. Mr. Linnert. No, sir, it is not. Mr. Kucinich. I see. Thank you for your answers. Mr. McIntosh. Thank you. I have one last question for the panel, and undoubtedly we'll need to ask you all to join us at our field hearing in Cleveland because there is some more information we'll be getting, but Mr. Montalbine, Mr. Roemer referred to a letter from your CEO about the merger between AlliedSignal and Honeywell. For the record, and under oath, do you know any reason that would preclude AlliedSignal from following through with that promise not to reduce the work force here in South Bend as a result of that merger? Mr. Montalbine. I know of no reason that that would be the case. There really are no synergies in the area of landing gear, wheel and brake, or brake control with Honeywell; they simply do not make those products, and I see no conflict there with regard to jobs in South Bend. It's not the indication. Mr. McIntosh. On the other hand, you said that you felt if you had to adopt a strategy of simply servicing the aftermarket, that in 5 years the work force might need to be diminished by about half. Mr. Montalbine. Approximately, yes, I said that. Mr. McIntosh. Are you comfortable that with the continuation of the strategic alliance agreement with Coltec for an additional, approximately, 5 years, that that can be forestalled during that period? Mr. Montalbine. If the alliance agreement existed as it does today, where we have complete trust that our proprietary information was not going to be compromised, yes, that would be forestalled, we'd be able to compete in the 12 or so programs that are coming down the line. But the proposal that's been made is that, simply put, that I trust a competitor with very sensitive information. I have not been convinced that it is possible to put firewalls in place and that those firewalls won't inadvertently be sometimes taken advantage of. Mr. McIntosh. So given that, if the merger is allowed to go forward, and the court case is resolved in that way, and the requirement for Coltec is to continue to live up to that agreement, what would be AlliedSignal's strategic plan at that point? Mr. Montalbine. We'd have no choice but to live up to the agreement that we've had, and make the best of it. Mr. McIntosh. By ``make the best of it,'' would you anticipate participating in bidding on those 13? Mr. Montalbine. I think it would be difficult for us to participate as we've planned in those programs. Again, we would be subject to information that we had to rely on was accurate from a competitor; there are numerous opportunities to gain the system, slow us down, inadvertently leave key information, you know, out of drawings and interface documents. It's been done today. It's done today. It's done today by Messier. Mr. Linnert. Mr. McIntosh---- Mr. Montalbine. So, I quite frankly, would be---- Mr. McIntosh. Let me ask one other question. Mr. Linnert. No, let me respond to that one for you. I resent that. What he is saying is that BFGoodrich and Coltec will not live up to that agreement, and that I take affront that anyone says that we are going to game a system or take advantage of proprietary data. The Arbitration panel will stay in place. If there's a problem down the road, we will be back to that Arbitration panel. But they have said, this agreement can work and they'll help us make it work. Mr. McIntosh. I see. Mr. Montalbine. Mr. Montalbine. Let's address, you know, what's been proposed here only addresses strategic alliance agreement, not the antitrust issue, which is the other side of the story here. And, in addition, in the area where a systems bid is proposed, you know, the strategic alliance agreement, I would have to live with; but how about if a systems bid was not the case? BFGoodrich would have an 18-month head start--because that's how long a landing gear is designed in advance to wheels and brakes--they would have an 18-month head start on the design, and they would have an opportunity to tailor that design for their equipment. By the time we saw it, we would be out of the game, it would be impossible for us to recover. And that's what happens today. Mr. McIntosh. Let me ask this: If there is a systems bid, that's determined by aircraft manufacturer. Mr. Montalbine. That's correct. Mr. McIntosh. And if they did ask for that, would you, under that strategic alliance, be competing with another part of the BF-Coltec--BFGoodrich/Coltec merged company? Mr. Montalbine. If the strategic alliance agreement was followed, they would have to use our wheels and brakes exclusively. Mr. McIntosh. So, in the resulting marketplace for landing gears to the extent there are systems bids requested by the aircraft manufacturers for the two-thirds of the business--and that obviously changes as you have contracts that compete for each other--BFGoodrich would need to use you for the wheels and brakes component; they couldn't use a different manufacturer or build it themselves in a completely integrated system. Mr. Montalbine. They can compete--if an integrated system is requested, they can try to compete on a component basis only, BFGoodrich wheels and brakes. They would have to use Goodrich--the Goodrich landing gear business would have to use our wheels and brakes for the system. The wheels and brakes Goodrich provides would have to be on a component basis. Mr. McIntosh. OK. Again, I think we will continue to explore these in the next subcommittee hearing. We've decided to keep the record open for an additional 10 days. We will have questions for each of you we may be asking as a result of digesting the material today. Also let me invite you, if there is some additional thoughts that come to you after we finish this, we'll also accept those. If you end up referring to somebody else, we will give them an opportunity to comment as well. So, but we'll--this is an on-going process and we'll have another public forum in a few weeks in Cleveland to continue with those. So, thank you all for coming. It has been enormously helpful to me. Mr. Kucinich. I just want to ask you, before the hearing's concluded, will we--is the committee going to call witnesses from BFGoodrich and Allied again? Mr. McIntosh. I believe it will be necessary to do that. Mr. Kucinich. Yeah, I think it will be. Mr. McIntosh. Yeah. And BFGoodrich, Allied and Coltec. Mr. Kucinich. Just so that they're advised right now, if you would. Mr. McIntosh. Yes, I believe we will need to do it. Your testimony today has been enormously helpful in framing the issues on the marketplace and the back and forth. It's gotten some very important facts out on the table, such as what is the consequence here in South Bend if AlliedSignal is indeed forced out of the business and just has to rely on the aftermarket. I think that's a very tragic consequence for the employees here. So, we'll continue that. Thank you for coming. I appreciate it. Particularly in giving up a Saturday to be here. It has allowed us to be able to do our job in Washington, but continue with this subcommittee work. The next one, by the way, will be scheduled, for July 7th. And so if you could mark your calendars for that, I won't ask you to give up another weekend day. So, thank you and we will move on to the next panel. Mr. Linnert. Thank you, Mr. Chairman. Mr. McIntosh. Let me call forward now the second panel. Mayor Luecke of South Bend, Patrick McMahon, who is the executive director of South Bend's Project Future, and Thomas Bode, who is the AlliedSignal employee--works for AlliedSignal and president of the United Autoworkers there, local No. 9. If you all would please come forward. Thank you. Thank you, in addition, for waiting, Mayor Luecke, to do this; I appreciate you, on a busy day here in your city, coming forward and participating in this. And welcome to our subcommittee. Mayor Luecke. Thank you. Mr. McIntosh. Let me ask each of you--and as I explained in the first panel, please don't take it personally, but we have a policy that Chairman Burton has put into place, it is a long- standing policy with our committee, of swearing in all our witnesses. So if I could ask each of you to please rise, and do you solemnly swear that the testimony you will give today is the truth, the whole truth and nothing but the truth? [Witnesses sworn.] Mr. McIntosh. Let the record show that each of the witnesses answered in the affirmative. What we're going to do again is take all of the prepared remarks and the materials you've given us, and put them into the record. I'll now ask each of you to spend about 5 minutes summarizing that testimony. And then if there are questions that Representative Kucinich or I have, we will ask them after that. Mayor Luecke, thank you for coming today and let me ask you to lead off this panel with your testimony. STATEMENTS OF STEPHEN LUECKE, MAYOR, SOUTH BEND, IN; PATRICK MCMAHON, EXECUTIVE DIRECTOR, PROJECT FUTURE; AND THOMAS BODE, PRESIDENT, UNITED AUTOWORKERS LOCAL NO. 9 Mayor Luecke. Thank you, Mr. Chairman, Mr. Kucinich, welcome to South Bend, home of the perfect day. And home of the world-famed ethnic festival. I echo Congressman Roemer's invitation to you, after you're done here to come and enjoy some great food and friendship with the people of South Bend. As mayor of the city, I appreciate your focus on this issue of the merger of BFGoodrich and Coltec Industries, and I thank you for the opportunity to express my concerns on the impact that such a merger could have on AlliedSignal and on the South Bend economy. I've been mayor of South Bend since 1997. Prior to that, I served as a city council member for 9 years; I certainly do not have the expertise of members of the first panel or of members of this panel, but where my expertise does lie is in knowing the importance of having good jobs in the city of South Bend, and AlliedSignal certainly provides good jobs to our citizens. Those jobs are important, both for the families that are supported by those jobs, for local economy, because those employees buy goods here and also for the local economy because AlliedSignal buys goods locally and regionally as they produce their products. I want to say that certainly good jobs are also important in our community because when we have a good economy it helps to reduce crime and it certainly helps to provide opportunity and hope for young people that are entering the work force that they will be able to support themselves and support their families as they choose a positive path, rather than a negative one. Just for all these reasons that the city of South Bend has focused its economic development efforts on trying to attract and maintain manufacturing, light industrial, warehousing and distribution jobs in our community, we have focused in that area, rather than the service sector, as a means to provide, again, good jobs for our people in the community. I would tell you that we have worked hard with AlliedSignal to build their business here in South Bend; we have provided some government incentives to them, both tax abatements for an on-going hundred million dollar expansion of business that they are in the process of doing; we are also working to expand our urban enterprise zone to include AlliedSignal so that they can continue to be competitive in the marketplace, both nationally and internationally. We certainly appreciate their annual payroll of over $75 million. They bring many things to this community. In addition to the business and the jobs, AlliedSignal has been a good corporate citizen for our community and has worked hard in contributing to a variety of different efforts. And I would point in particular to their assistance with our DARE program, they have worked in partnership with our Fire Department, the Center For the Homeless and a project at Hamilton School, among other things. So that they are not just a good corporate citizen, but also a good citizen in terms of working in the community, in a variety of ways, to make South Bend a great place to call home. As I say, we have worked hard with them, over the years, so that the ripple effect of their investments continues to impact positively in this community. I want to thank--Congressman Roemer has been very instrumental in working with AlliedSignal to bring jobs to this community. The Governor's office, our State Representatives, certainly the local council members also. I will actually defer mostly to Mr. McMahon to talk more about the specifics of impact on the local economy. But again, thank you for your attention to this matter. We are certainly dedicated to working hard with AlliedSignal to keep them and their jobs in this community, to continue providing the effect that they have. Looking forward to continue to working with your subcommittee in any manner that we can to support this effort with the Governor's office, with Congressman Roemer, the Attorney General of our State, as well as our local State legislators. So, thank you and welcome to South Bend. [The prepared statement of Mayor Luecke follows:] [GRAPHIC] [TIFF OMITTED]59989.083 [GRAPHIC] [TIFF OMITTED]59989.084 [GRAPHIC] [TIFF OMITTED]59989.085 [GRAPHIC] [TIFF OMITTED]59989.086 Mr. McIntosh. Thank you, Mayor. I appreciate that. And you've made it very clear that the community here really has a lot at stake in the outcome of this, and it's something we want to make sure works for the future of South Bend. And I appreciate your attention to this, and the good work. The staff has kept me abreast of exactly how concerned you've been about this. Thank you. Mayor Luecke. Thank you. Mr. McIntosh. Mr. McMahon, thank you for coming and share with us, as the Mayor said, you fill in the broad--or the details on that broad perspective of how good the corporate citizen they are. Mr. McMahon. Mr. McIntosh, Mr. Kucinich, thank you very much for this opportunity. I am the executive director of Project Future. We are an Economic Development organization that's community-based; have been in business since 1982. During those 17 years, we've brought hundreds of millions of dollars of investment into the community; a good deal of it is manufacturing based, not unlike what we have with AlliedSignal. We are involved in entrepreneurship activities in supporting the development of new business; we're in the business of moving forward with strong programs in the community, to reinforce work force development and skill levels across the community, that aid in increasing the quality of life of the wages earned by our citizens. And so, I believe over these 17 years we've developed a fair amount of expertise in taking a look at what the impacts of businesses such as AlliedSignal's had on our overall community and on our economy. If I could elaborate on that. I have provided you with some testimony that talks about the investments that Allied has made here specifically in recent years; the Mayor touched on that. Let me say that the U.S. Government provides us with some excellent tools to take a look at the ripple effect of businesses in our community, and what the direct and indirect impacts are of different business units. You know that the total employment of the South Bend operations for AlliedSignal is about 1,500. And that you know that the total payroll in this community is about $75 million. If you specifically take a look at the aircraft landing area, we would estimate that its share of the local payroll is about $45 million. Through modeling we can take a look at the impact of purchased services in the area. We understand that the aircraft division purchases approximately $22 million in services from Indiana-based suppliers alone. Of the 599 Indiana suppliers that currently serve this division, 415 are located in St. Joseph County. If we apply some percentages to that, it would appear to us that roughly $15 million of the $22 million of Indiana purchases occur in this immediate area. The direct impact of the landing systems on our community is roughly 942 jobs, $45 million in payroll and about $15 million in purchase services. That's a huge impact when you add it together. We talk locally about Notre Dame football and things that happen at the University. The $60 million stadium impact over a 2- or 3-year period is repeated every year by the Allied division based on the economic impact into the community; it has great significance here. Of the 942 jobs, as we take a look at how that level of job impacts a community, we would suggest that there is another 830 indirect jobs that really bring the impact of that division to our community to roughly 1,770 individuals. From an income multiplier standpoint, we look at $45 million in payroll and we would suggest that the indirect income loss would add another $24 million, which would bring it roughly to about a $70 million impact from payroll in the community. These are very, very significant. Last, let me say that, we spend a great deal of time focusing our efforts on developing highly skilled work force and well-paying jobs in the community. The significance of the AlliedSignal presence here in this division is huge in that regard. The average payroll for employees at AlliedSignal is 35 percent above the rest of the manufacturing base in this community. And is about 80 percent above the average payroll in the community for all jobs across St. Joseph County. This is a huge impact and reflects a very major employer in the community. Not only from the standpoint of employees, purchase services, but also from the economic ripple effect. Also, as you know, in addition to the 942 individuals that are based here, there's another 500 that are associated with this division that are spread out throughout the country; and, if you look at our adjacent States from a purchase/service standpoint, in addition to the $22 million that is spent in Indiana, there is another $52 million that's spread across Illinois, Michigan and Ohio. So, we appreciate Allied as a very significant employer, and we look at this particular division as having a huge impact on the community. [The prepared statement of Mr. McMahon follows:] [GRAPHIC] [TIFF OMITTED]59989.087 [GRAPHIC] [TIFF OMITTED]59989.088 [GRAPHIC] [TIFF OMITTED]59989.089 [GRAPHIC] [TIFF OMITTED]59989.090 [GRAPHIC] [TIFF OMITTED]59989.091 Mr. McIntosh. Thank you. I appreciate that. That helps enormously to put in perspective the dire consequences of making sure that this decision was made correctly in the government agencies that approved the merger. So, it's important to look at exactly what that impact is on real people's lives, and I appreciate you for quantifying that for me. Let me turn now to our final witness on the panel, Mr. Thomas Bode. I appreciate very much you coming and representing the perspective directly of those workers and what it will mean in their lives. So, welcome to our subcommittee, and please share with us a summary of your testimony today. Mr. Bode. Thank you very much, Chairman McIntosh, Ranking Member Kucinich, rest of the committee, and Congressman Roemer for his participation, though I believe he's gone. It's a privilege to appear before you this morning. It's not morning anymore. I'm Tom Bode, president of local 9 UAW here in South Bend. I was elected to my second term to the presidency earlier this month. I've been affiliated with AlliedSignal and then Bendix local 9 for 33 years. Since 1993, I served as committeeman, vice president and president of local 9. In addition, I serve on the credentials committee of the UAW International in its Aerospace Advisory Council. I'm vice president of the four State AlliedSignal UAW Council. One of our primary responsibilities on this council is to negotiate AlliedSignal's master agreement for more than 7,500 retirees and 944 active employees. As the president of local 9, my job was to represent the interest of our 2,700 members, active and retired, in every aspect of the UAW's affairs; including labor negotiations, collective bargaining issues, work conditions, wages and benefits, community involvement and political action. I served as the link and strategic business partner between labor and management on the aircraft landing systems leadership team. Besides competitive benefits and pay, AlliedSignal [ALS], leads the way in labor management relations. In the last several years, ALS has been living a unique partnership. An aggressive and changing aerospace industry inspired ALS and our UAW work force to rethink our business and manufacturing processes. With the productivity at near capacity, and the demand increasing, we had to work smarter and more efficiently. This meant changing the culture and layout of a 75-year-old company. Approximately 45 percent of our total employee population are members of UAW local 9, which was chartered in 1935. Clearly, we had legacy issues and we had to address them. At the same time, we had an established mind set in the salaried work force. By creating a true partnership, we have been able to develop business and manufacturing efficiencies never before experienced in the history of this well- established company. This is a type of work force we have in place; aggressive, responsive and willing to change to ensure the continued growth and success of our wheel and brake business. We are currently positioned to be a strong competitor in a free and open market. If the Goodrich/Coltec merger is approved, it will have a devastating effect on aircraft landing systems and its employees; that merger would severely impact our ability to be a supplier to, both, original equipment manufacturers and the airlines. This merger would virtually eliminate a fair and open market. There's a trend in the industry that indicates the aircraft manufacturer looking toward the procurement of landing systems to reduce their cost of new aircraft, integrated landing systems require gears, wheels, brakes and brake control. If we're missing any one of these components, we can't provide the landing system. This purchasing trend is very common now in the regional aircraft market. We have evidence to show that this is a trend in large commercial air transport as well. In recent years, ALS has increased jobs, in part because of the growing business and new projects that ALS obtained through its innovative efforts. If the BFG/Coltec merger goes through ALS will not be on new projects and jobs will be lost. The Goodrich/Coltec merger would have a significant impact on ALS business. The greatest concern is over the next 5 to 10 years; if we cannot provide an integrated landing systems, airlines will not choose us. If we're not on the original equipment, we are virtually eliminated from aftermarket business. With the lack of new projects, our jobs and our future jobs will be severely jeopardized. The end result is that our customer base would shrink for any substantial questions about the long-term viability of our wheel and brake business. ALS is not the only business in the community that would feel the impact of a reduction in work; there are more than 500 local suppliers who depend upon ALS for their business. Since January 1st, ALS has spent more than $33 million in the community. These dollars represent both revenue to our suppliers and contributions to local non-profit organizations. AlliedSignal is the sixth largest employer in this community. The Goodrich/Coltec merger, if allowed to proceed, will have a lasting negative effect on this business and ultimately the community. Thank you to the committee for allowing me to speak before you today on this important matter. I would also like to thank, again, Congressman Roemer for being a long-time friend, supporter of local 9 AlliedSignal in our community. [The prepared statement of Mr. Bode follows:] [GRAPHIC] [TIFF OMITTED]59989.092 [GRAPHIC] [TIFF OMITTED]59989.093 [GRAPHIC] [TIFF OMITTED]59989.094 [GRAPHIC] [TIFF OMITTED]59989.095 Mr. McIntosh. Thank you, Mr. Bode. And I'll confirm with you that he's a good friend in Washington, as well. He talks quite a bit to his colleagues about the importance of this. Let me just ask a general question. We heard in the first panel some different scenarios about how the future might play out. But one of them that was disturbing to me was that AlliedSignal, although they continue manufacturing for the aftermarket for some time that if that was the only part of their business, they would essentially be reducing their work force here to about 500 in 5 years. And that seems to be the crux of what is going, can they compete in the new purchases for those landing gears, which as Mr. Bode and several people in the earlier panel said many in the industry seem to think is the direction this is heading. That sort of 5 years down to 500 number, that has tremendous consequences. And I wanted to just get your feedback on what that would mean for the community, what that would mean for the workers at the plant. Mayor Luecke. Mr. Chairman, thank you. I don't pretend to be an expert in terms of what may or may not happen in terms of the proposed merger, but we certainly would be concerned about the loss of jobs at AlliedSignal. AlliedSignal are good-paying jobs in the community, as has already been mentioned; they're high-skill jobs; they're the type of jobs that we want our young people to be able to look forward to moving into at some point. It certainly would mean a loss of purchasing power in the community. And that would impact the housing market. It would impact sales of retail items, and certainly would impact contributions to charities and volunteer activities, also. So, clearly, we want to do all that we can to make sure that those jobs can continue in this community. Mr. McIntosh. Mr. McMahon, the data you provided, would that put in danger, substantially, a significant portion of the economy that you outlined that was dependent on the AlliedSignal? Mr. McMahon. From a job standpoint, it's roughly half. And so to the extent that it correlates, it would roughly affect those other numbers perhaps by half also. I don't know where the different business sections fall into subsets with any of those categories. But to drop the work force by half would be a very significant impact and could potentially affect half of those other numbers. We would hope that Allied would aggressively find a way to deal with that. And aggressively find a way to substitute or reinforce or recreate activities within their framework so that they could be competitive on all sides of this. Mr. McIntosh. What they indicated in their testimony they would like to do is step into that competition for the whole integrated system. And be able to expand, rather than contract as a result. Mr. Bode, any final comments from you? Mr. Bode. Well, in respect to decline of 500 jobs, I can echo what the rest of the committee has said. It would impact everyone in the community; no one more directly than the UAW membership. A true contradiction, we're at a time where we have grown successfully 25 percent in the last 4 years, and people are continuing to return to AlliedSignal after being laid off for sometimes in excess of 10 years; they expect to come back to this place. It is the best place to work. It shows a commitment from those people to come back. I think it's been stated over and over today, that if you're not on that original integrated system, you can't play catch-up, and you can't get on, and you can't gain enough in the aftermarket to sustain that. There's been mention before that the money is in the aftermarket, and that's true. But if you're not on the integrated system, you're not on the aftermarket. And one other point, maybe selfishly, but a point nonetheless, is that I have a number of people that are gainfully employed, producing that equipment that we may give away early on in the marketplace, but they manufacture that material just the same, and they get paid well for doing it. So if that goes away and so do those wages and those jobs. It's critical. Mr. McIntosh. Thank you. Mr. Kucinich, do you have anything? Mr. Kucinich. Yes. First of all, in any community which our committee does work, we certainly recognize the importance of the civic leadership, the business leadership and the representatives of working people. And having been a mayor of a city, I understand, Mr. Mayor, how crucial it is to make sure that the major businesses in your community and the corporate partners are going to be safe and secure. And Congressman McIntosh and I have proceeded with this review in the spirit of trying to make sure there is some job security provided in this State as well as Ohio. And having worked closely with the business community in the city of Cleveland, any time there's a potential adverse impact to the community, we certainly are going to get information, all the information we can, which is what this whole endeavor has been about. Now, to Mr. Bode, actually my involvement in this came through being contacted by Region Two of the UAW, Warren Davis, who sends his regards. And he noted that the 650 jobs-- including Pneumatic, were on the line. Now Chairman McIntosh, in starting this probe, has been able to get control of some documents, which I think start to spell out what some of the underlying currents are here. And in this one document that's dated January 8th, 1999, in talking about closing the Texas, Cleveland and plating plants, eliminating 700 hourly positions, at 6 months' severance pay. The hourly positions they're talking about--this is what it says here in the document, assumes $50,000 a year. And it talks about eliminating 300 salary positions, assuming at $60,000 a year. And in this document, it--as I pointed out in the questioning of Mr. Linnert, it speaks of having production facilities which are union free. One of the things that occurred to me is that in consolidating work in North Carolina, it would be going to a place that was nonunion. In fact, in this document it talks about building a plant, adding 300 people, nonunion, new hires. There is a relationship between the stability of a community having solid, good-paying jobs, and the long-term viability of the community. We found that out in Cleveland, you know, in changes in the steel industry, for example. And so, you know, I can well understand the concerns that your Congressman has expressed, Congressman Roemer, to make sure these jobs are solid. And the concerns that Mr. McIntosh has, the same reason. And to assure all of you, who have kindly agreed to give your views this morning, that we are going to pursue this in every way possible, in working with Senator Dewine, in working with other Members of Congress, and in tracking down every bit of details so we can see what we can do about protecting these good-paying jobs and keeping the communities healthy, and also protecting interests of the American taxpayers. Because, as Congressman McIntosh has stated earlier, anywhere there's a monopoly, especially in a defense- related industry, that has to--it's inevitable that that will result in higher prices for--what the government pays for these goods and services. It's inevitable. And having been on many reviews and our committee, as we've done in Government Oversight, on the purchasing practices, on spending practices of the Department of Defense, we have to be extremely careful to make sure that the American public is always getting the best possible purchase. And the way that we assure that is through competition. Which is why we are proving, throughout this whole discussion of merger, Mr. Chairman, we have seen how competition can be of benefit. And I'm very grateful to have a chance to visit this fine community and to work with you on this. And I can tell you that this information that we've gathered today has been helpful and will be instructive as we prepare for the hearings in Cleveland. So thanks for all of you. And thank you, Mr. Chairman. Mr. McIntosh. Thank you, Mr. Kucinich, for coming over and joining us. And welcome to Indiana today. With that, that closes out this field hearing. And again, thanks to everybody, and all of you on this panel for participating. The committee is adjourned. [Whereupon, at 1 p.m., the subcommittee was adjourned.] THE ECONOMIC EFFECTS OF THE PROPOSED BFGOODRICH/COLTEC MERGER ---------- WEDNESDAY, JULY 7, 1999 House of Representatives, Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs, Committee on Government Reform, Cleveland, OH. The subcommittee met, pursuant to notice, at 10 a.m., in the Cleveland City Council Community Room, City Hall, Cleveland, OH, Hon. David McIntosh (chairman of the subcommittee) presiding. Present: Representatives McIntosh and Kucinich. Also present: Representative Tubbs Jones. Staff present: Luke Messer, counsel; Gabriel Neil Rubin, clerk; and David Sadkin, minority counsel. Mr. McIntosh. The Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs will come to order. I would like to at this point recognize our host, Mr. Jay Westbrook, who is the president of the Cleveland City Council and the person who arranged for us to be in this lovely room. Jay, thank you very much. Mr. Westbrook. To Congressman McIntosh and our two Congress people, Dennis Kucinich and Stephanie Tubbs Jones and to our outstanding Senator, Senator Michael DeWine; the city council is very honored to host this extremely important hearing today. Congressman, we are extremely appreciative of your time commitment. We know that you have an important engagement later this afternoon, which even highlights more your commitment in being here. Ed Rybka, the councilman of the 12th ward, where this plant is located, Cleveland Pneumatic, now BFGoodrich, has had a great history in Cleveland. Cleveland has had a great history and one which we are striving hard to regain as an industrial center and one where we think we are making great strides. But to this panel, I have to say that we cannot do this all alone and we are extremely appreciative of your interest in the impact upon the community that this proposed merger could have. We know that we are in a period in our economy, some would say a boom, but with every boom, we certainly do not want that to be a bust for this community. And through your deliberations here today, through our hosting of this meeting, we hope that we can find the proper guarantees to our community that whatever actions are taken will not result in harm, but will result in the continued ability of this community to host a great plant for the manufacturing of aeronautical equipment. So Congressman, we appreciate having you here today. Our facilities are at your disposal. Our staff is committed to making this a success and we again are deeply appreciative of your commitment here today. Thank you. Mr. McIntosh. Thank you very much and thank you for making this wonderful facility available to us. We are here today as a subcommittee to express our concerns over the proposed merger between BFGoodrich and Coltec, Inc., and to examine whether that violates the Nation's antitrust laws. I want to say at the outset that this is our second hearing, this issue first came to my attention when Representative Kucinich started talking with me about the problems and the concerns he has about the merger over 2 months ago. And I am pleased to have our colleague join us in the panel, Stephanie Tubbs Jones--in fact, let me ask unanimous consent that she join us as a member of this subcommittee with full privileges today as our special guest, without objection, so ordered. Our first hearing was June 19 in South Bend, where the AlliedSignal plant could be affected by the consequences of this merger. And earlier in the month, your Senator, Mike DeWine, who is going to be testifying later today, conducted a parallel hearing in the Senate, which first brought many of the documents and the testimony forward that we have used in this review in our oversight investigation. I still have very serious concerns regarding the thoroughness of the Federal Trade Commission and the Department of Defense's review of this merger, and I am hopeful today that our discussion will shed further light on those concerns. As I mentioned in our June 19th hearing, I am well aware that the three parties represented today--BFGoodrich, AlliedSignal and Coltec--are also parties to a private antitrust lawsuit. That matter is properly before Judge Allen Sharp of the U.S. District Court in the Northern District of Indiana and we will be careful not to interfere in this proceeding with that judicial process. Nonetheless, there have been some very significant developments in the case since we held our field hearing on June 19th. Dennis was kind enough to come over to South Bend for that first hearing. On June 23rd, the U.S. Court of Appeals for the Seventh Circuit upheld Judge Sharp's motion granting a preliminary injunction in this matter. And on June 28th, Judge Sharp issued an order indicating that trial in the matter will go forward on July 12th. So we will ask the parties here today to make sure that we do not interfere with that judicial proceeding, but also be as candid as possible in the matters before us. In essence, we are here to ensure that the 1,100 workers at the AlliedSignal plant in South Bend and the 650 workers in the Cleveland Pneumatic Plant are given a fair chance to compete. I support free market competition, but you have to play by the rules to ensure that everyone benefits from that. If the merger would result in a market concentration that unfairly takes away the opportunities for these workers to compete, then the Federal Trade Commission should take action. After the testimony at our June 19th hearing, I would say there are still three areas in which we have some very significant concerns. The first is about the potential anti-competitive effects of the merger. Now in entering a preliminary injunction, Judge Sharp concluded that the merger might be anti-competitive. As he said, ``the merger would likely result in a United States monopoly . . . that would likely result in higher prices for [landing] gears.'' At our first hearing, Professor Bauer, who is also testifying again today, spoke about the important pro- competitive goals that result from our Federal antitrust laws. Healthy competition leads to lower prices, increased innovation, and improved quality of safety, as industry leaders are forced to improve in an effort to compete in the marketplace. However, Professor Bauer also testified that he is concerned this merger could result in a monopoly that would force, in an unfair way, consumers to pay higher prices for landing gears. Now using the FTC's own system of analysis, he indicated that their index that grades mergers would grade this merger about 20 times higher than what the guidelines say are the threshold for raising significant competitive concerns. We will be asking Professor Bauer later today to further elaborate on that analysis. There are also some concerns that we have to look at nationally. One concern is that the concentration here in the United States leads to there being only two suppliers worldwide, the other one being a company owned by the French Government. As Senator DeWine brought forward in his hearing, that could lead to some very significant concerns for us in national defense and for our domestic market. The second concern that I have got is the potential adverse impact on the local economies. Now as a result of this merger, if we lose 650 jobs here in Cleveland and jobs over in South Bend, that has a truly negative impact on the local economies in those cities. And I want to make sure, frankly, that that does not happen. The third concern is about open and honest public debate. We have had some questions that have been raised there and this committee will look into all of those to find out exactly what the truth is and what will be happening as this merger moves forward. Now in closing, I want to emphasize I am not an automatic no to a merger. At Senator DeWine's hearing, AlliedSignal proposed what I think would be a win-win solution, where they could purchase BFGoodrich's Cleveland facility. If this sale occurs, everyone seems to win. BFGoodrich and Coltec could complete their merger, as they would like to do and receive the benefits of that new joint operation. AlliedSignal could continue to have an opportunity to compete and the workers here in the Cleveland plant could continue on their jobs to produce excellent products. Most importantly, according to AlliedSignal's earlier testimony, they are committed to long-term investments that would preserve jobs both in South Bend and in Cleveland. I am sure this offer will be discussed again here today. To me, it looks like a common sense solution. I would hope the parties would be able to consider that. With that, let me again say welcome to our guests; Senator DeWine, who will be our first witness, and Congresswoman Tubbs Jones, who will be with us here on the panel; BFGoodrich's senior vice president and general counsel, Terrence Linnert; AlliedSignal deputy general counsel, Nancy Loeb; Coltec executive vice president and general counsel, Robert Tubbs; Notre Dame Professor Bauer and the assistant director of the UAW region 2, Mr. Richard Vadovski. We are hoping later, if the mayor is able to, he will also try to come by and testify at this hearing. With that, Dennis, let me turn to you, if you have got an opening statement and then we can proceed with our witnesses. [The prepared statement of Hon. David M. McIntosh follows:] [GRAPHIC] [TIFF OMITTED]59989.096 [GRAPHIC] [TIFF OMITTED]59989.097 [GRAPHIC] [TIFF OMITTED]59989.098 [GRAPHIC] [TIFF OMITTED]59989.099 Mr. Kucinich. I do. As the ranking Democrat on this Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs, I want to thank Chairman McIntosh for scheduling this hearing this morning. I would also like to thank Senator DeWine and Congresswoman Stephanie Tubbs Jones for joining us today as well as to thank city council president, Jay Westbrook, as well as the councilman representing the District, Mr. Ed Rybka, and the people of Cleveland for inviting us to hold a hearing on the economic effects of the proposed merger between BFGoodrich and Coltec Industries. I think it is very important for Members of Congress to get into the communities that we serve and for our constituents to have an opportunity to see their government at work, especially when an issue such as this has a direct impact on our district and our city. That is why we are here this morning, to hear firsthand from those who have a stake in this--from elected officials, company executives and the union that represents the people that will be most affected by the merger, the 650 people at the Cleveland Pneumatic Co. whose jobs would be placed in jeopardy if this merger goes through. At the time the merger was announced, BFGoodrich said they intended to relocate their headquarters from northeast Ohio, where the company has been located since it was founded in 1870, to Charlotte, NC. This move meant the loss of 170 jobs. But, according to a company press release issued at the time of the announcement, ``no other Ohio-based jobs would be affected by the decision to relocate the headquarters.'' That is a direct quote. This commitment was reiterated in a November 23, 1998 letter to me from the company's CEO. But while the company was telling the news media, the people of Cleveland and elected officials such as Senator DeWine and myself that the merger would not result in the loss of manufacturing jobs, company officials were busy crunching numbers and telling government antitrust regulators that the company was considering three post-merger options. All options included the closing of the Cleveland facility. Why Cleveland? There is one person that could answer that question definitively. Chairman McIntosh and I asked BFGoodrich CEO David Burner to testify today before this subcommittee and to answer our questions under oath and on the record. Mr. Burner has refused our invitation. But what we do know is that according to the company's own documents, closing Cleveland was part of a strategy to meet the company's ``ideal world objectives'', which included ``no union.'' At the same time that these unionized employees are faced with losing their incomes, BFGoodrich and Coltec will pay their top executives tens of millions of dollars in bonuses. According to a report in the Cleveland Plain Dealer, nine top Coltec executives will receive severance payments totaling nearly $55 million after the company is acquired by BFGoodrich, including a $20 million golden parachute to the CEO. Six of these executives, including the CEO, will be retained by the new company. A company spokesman told the Plain Dealer that the payments are being made because the executives will be making less money and have less responsibility after the merger. So, while hundreds of hard-working Clevelanders will lose their jobs, these company executives will reap millions of dollars in bonuses to retain jobs with less responsibility. Maybe that is why those executives decided to change the merged company's name from BFGoodrich to Inrich--or should I say ``enrich.'' Well, there is still hope. A Federal judge in Indiana has entered a temporary restraining order to halt the merger. In issuing his order, the judge found that the merger would likely result in a U.S. monopoly for the sale of landing gear that would result in higher prices. And there is a substantial likelihood that AlliedSignal would succeed on its antitrust claims. This ruling was recently upheld on appeal. But even if this merger is allowed to go through, BFGoodrich could still decide to keep the Cleveland landing gear plant open. And if BFGoodrich is that anxious to get out of Cleveland, they could sell the facility to a company that wants to be here. AlliedSignal has offered to buy the landing gear facility from BFGoodrich and to upgrade the facility and honor the existing union contracts. So I urge BFGoodrich to do the right thing, keep these jobs in Cleveland. Thanks again, Mr. Chairman, and again, I appreciate your vigorous concern about this, because as all of you should know, the chairman is here despite the fact that he has got a very important day in his career at Heddon, IN this afternoon, and I certainly appreciate your good faith in being here. Thank you. Mr. McIntosh. Thank you for your leadership on this, Dennis. You have, on behalf of the subcommittee and even before, been a vigorous leader in finding out exactly what is going on here. So I truly appreciate that. Congresswoman Jones, would you like to make any statement at this point? Ms. Tubbs Jones. I have a written statement and I am not going to try and review the entire statement. I would just like to briefly thank the chairman, Mr. McIntosh, my colleague Congressman Kucinich, Jay Westbrook and everyone here appearing, as well as Senator DeWine. I am particularly interested in seeing that no merger would impact jobs or economic development here in the city of Cleveland. I have had an opportunity to meet with representatives of BFGoodrich, Coltec and I said to them, as I say this morning, I am a former summer employee of the Cleveland Pneumatic Tool, I worked there two summers in the plant pulling and removing document specification at that plant. But it is more important than the fact that I was a summer student working there, that the jobs in Cleveland remain, and economic development and economic revitalization remain in the city of Cleveland and in the 11th Congressional District. I am pleased to have an opportunity to participate and I plan to be here most of the morning. And thank you again, gentlemen, for giving me an opportunity to be a part of a subcommittee that I am not really a part of. So I am going to enjoy it. Mr. McIntosh. Welcome, we hope you do enjoy working with us. Thank you. And I would ask unanimous consent that the Congresswoman's entire statement be included in the record at this point. [The prepared statement of Hon. Stephanie Tubbs Jones follows:] [GRAPHIC] [TIFF OMITTED]59989.100 [GRAPHIC] [TIFF OMITTED]59989.101 [GRAPHIC] [TIFF OMITTED]59989.102 Mr. McIntosh. Let us turn now to our first witness, Ohio's esteemed Senator who has, as I mentioned in my testimony, been very active on this issue and held his own hearing in the Senate on the antitrust implications of it. You need no introduction today, Senator, but thank you very much for joining us in this proceeding. STATEMENT OF HON. MIKE DEWINE, A U.S. SENATOR FROM THE STATE OF OHIO Senator DeWine. Mr. Chairman, thank you very much. Chairman McIntosh, we appreciate very much you holding this field hearing today in Cleveland. It is very important to Cleveland, very important to the State of Ohio, and as I will indicate later on in my testimony, I think it is also very important to our national defense. Congressman Dennis Kucinich has been a real leader in this. I appreciate having the opportunity to testify in front of him today, along with Congressman Stephanie Tubbs Jones, who I know is also very, very interested and concerned about this issue. As you know, and as you have pointed out, Mr. Chairman, last month, you and Congressman Kucinich testified before the Antitrust, Business Rights and Competition Subcommittee in the U.S. Senate, which I chair. And you testified on the competitive implications of the proposed Goodrich/Coltec merger. I believe, Mr. Chairman, that that particular Senate hearing afforded the Senate a good opportunity to consider this issue. I am certainly glad to see that the House is doing the same today in what is now your second hearing. Mr. Chairman, what brings us here today is not good news for the people of the State of Ohio, nor for Cleveland. As we all know, the proposed merger of BFGoodrich and Coltec has raised some very troubling questions about the future of Goodrich's landing gear facility and the fate of the hundreds of dedicated Ohioans who work there--650 families will be affected by this action. Mr. Chairman, my office and I have had numerous meetings, as you know, and discussions with Goodrich executives in an attempt to try to shed some light on this very disturbing issue. My interest, which I am sure is shared by my Ohio colleagues, is to see this facility remain a strong, competitive player in the landing gear industry. We all hope that the Cleveland plant stays open. But I have to confess that I am very concerned for the future of this facility. Based on the evidence that I have seen, it appears that Goodrich is planning to close the plant. That would be a significant loss to the Cleveland community and, of course, a great hardship for the plant's workers and for their families. The impact of this proposed merger between Goodrich and Coltec goes far beyond its effect on Cleveland. The merger itself poses significant competition and national security issues. The Antitrust Subcommittee hearing I held last month confirmed that the merger would leave the U.S. military with only one major domestic supplier for landing gear, and that supplier would be, of course, the merged Goodrich/Coltec. The only other provider would be Messier, a company owned by the French Government. So we would be left, Mr. Chairman, with only one domestic supplier. This creation of a domestic monopoly is obviously a matter of great concern, both for competitive and national security reasons. Despite the very serious issues raised by the proposed merger, the Defense Department was either unwilling or unable to explain to our subcommittee how it had analyzed the deal. Even more troubling is the fact that the Department of Defense was unable to offer a satisfactory explanation of how it had come to the conclusion that the merger was in the best interest of our national defense. Now Mr. Chairman, members of the committee, I specifically asked David Oliver, the Principal Under Secretary of Defense for Acquisition and Technology, the following question: ``What is the advantage, though, of this merger? What does the Defense Department pick up by this merger? How are we better off?'' That was my question. Mr. Oliver responded by saying--and these are his precise words: ``I am not sure--we did not look at that.'' Let me read it again--``I am not sure--we did not look at that.'' Not long after that, I asked Mr. Oliver to clarify if, and this was my question: ``is it better to have two competitors than three.'' Mr. Oliver responded to my question: ``Absolutely not,'' but later said, ``We did not look at that specific problem.'' I find the testimony of Mr. Oliver to be inexplicable; it makes absolutely no sense to me at all. Mr. Chairman, members of the committee, I continue to be very troubled by the lack of candor offered by the Defense Department. To date, I do not know why the Defense Department supports this merger and why it is, in their opinion, in our national security and fiscal interest to have only one domestic supplier of landing gear. Mr. Chairman, I plan to followup next week with a meeting with a representative from the Pentagon when I will again ask these questions and hopefully get some answers. As I said at the hearing last month, the workers at the Cleveland landing gear facility deserve the truth, their families deserve the truth. And I hope we can get closer to the truth at today's hearing. Let me conclude, again, Mr. Chairman, by congratulating you for your leadership on this very important issue. I also applaud Representative Kucinich, and Representative Tubbs Jones for their efforts on behalf of the people of Cleveland, the workers and their families involved. Mr. Chairman, as it stands now, this merger looks bad for Cleveland, bad for our national security, bad for the workers. I know that we are all going to keep working to address the very significant concerns that are raised by the Goodrich/ Coltec merger and I look at this hearing as being a very constructive effort and a constructive step as we all work together in this regard. The questions that remain are very, very troubling. They concern the future of workers, they concern the future of families and they concern, Mr. Chairman, our national defense. Again, I congratulate you and thank you for giving me the opportunity to testify in front of the subcommittee. [The prepared statement of Hon. Mike DeWine follows:] [GRAPHIC] [TIFF OMITTED]59989.103 [GRAPHIC] [TIFF OMITTED]59989.104 Mr. McIntosh. Thank you very much, Senator. It is an honor to have you join us today. You have raised some very disturbing points that hopefully we will be able to address in this subcommittee as well. I wonder what exactly they are doing over at the Department of Defense if they are not addressing the real thrust of the question about whether this merger will be good or bad for us in national security terms. And I appreciate your leadership in getting to the bottom of that. Thank you very much. Senator DeWine. Thank you. Mr. Kucinich. I would like to add to Senator DeWine, I think you put your finger on one of the crucial questions of these hearings and the hearings that you have had as well, and that is: Just what is the Department of Defense doing about this merger? Have national security interests really been taken into account or has this merger simply been rubber stamped because it is some predetermined set of circumstances? And I know that is what we are concerned about and I appreciate the fact that you have been pursuing this and the Chair and I have had some discussions about this as well. Thank you. Senator DeWine. Mr. Chairman, if I just could, and Congressman Kucinich, respond to your statement. What was particularly troubling about our hearing is that we had a number of these questions when we went into the hearing, about national security. Unfortunately, when we came out of the hearing, we had more questions. The representative from the Defense Department simply had no answers. And when we pinned him down on specific questions, ``did you take this into consideration, how are we better off as a country with one less competitor, with only one domestic supplier, why is that better for the United States,'' the answer was well, we did not consider that. Mr. McIntosh. That is amazing. I can see how reasonable people might disagree on something like that, but you would at least expect them to have thought it through. Senator DeWine. It was just very, very troubling testimony and we are going to stay on this and we are not going to let up until we get better answers. Mr. Kucinich. Thank you. Mr. McIntosh. Thank you very much, Senator. Let me now call our next panel and we will get right to the thrust of this matter. Mr. Linnert, Mr. Tubbs, Ms. Loeb and Professor Bauer, please come forward. As I mentioned to you all, all of you except Ms. Loeb had joined us in Indianapolis, so you are familiar with the process in the committee, but we have a standing rule from the full committee that we swear in all of our witnesses. So do not take it as any reflection on you, but I would ask you to please stay standing and take the following oath. [Witnesses sworn.] Mr. McIntosh. Thank you. Let the record show that each of the witnesses answered in the affirmative. What we will do now is ask each of you, for about 5 minutes, to summarize your testimony. I would ask unanimous consent at this point that all written remarks that you would like and have prepared, be included in the record. Feel free to summarize it. Frankly, as the day goes on, if you want to interject after all the witnesses, we will get into a fairly open flowing dialog. The purpose will be to get the arguments and the evidence out on the table for us. So I will start from my left to right, your right to left, and start with Mr. Linnert, who is with BFGoodrich Co. Summarize your testimony for us, Mr. Linnert, and especially any new information that you have from the hearing that we had a few weeks ago. STATEMENTS OF TERRENCE LINNERT, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, BFGOODRICH CO.; ROBERT TUBBS, EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, COLTEC INDUSTRIES, INC.; NANCY LOEB, DEPUTY GENERAL COUNSEL, ALLIEDSIGNAL, INC.; AND JOSEPH BAUER, PROFESSOR OF LAW, NOTRE DAME SCHOOL OF LAW Mr. Linnert. Thank you, Chairman McIntosh, Congressman Kucinich, Congresswoman Tubbs Jones. It is helpful to place today's hearing in context. BFGoodrich and Coltec will merge to create a financially stronger, more diverse, global competitor than either firm is standing alone today. In today's intensely competitive environment, we need to do this so that we remain strong, healthy partners with our customers, and so that we provide a growing environment for our employees. This merger will produce savings for our customers and jobs for our employees. There is a lot at stake in this and every other merger. Jobs are created or constructed, companies move or grow, products succeed or flop overnight. Missing an expanding market or not deploying a new technology or borrowing money at the wrong time could create a dinosaur. The results for the U.S. economy or national security and the economic health of our workers and shareholders can be disastrous. There will always be critics of these mergers, beyond the appropriate interest of the government or the courts. So be it. But those who usually carp the loudest are most afraid that they will lose a preferred position in the marketplace to new, more vigorous, more modern and yes, more formidable competition. And most frequently, these corporate critics go out and get a deal of their own. It is ironic then that AlliedSignal is our most vocal critic. The Allied/Honeywell merger creates a $45 billion giant that will be able to cross- sell aerospace products in ways that BFGoodrich and Coltec cannot match, because we will not have the breadth of product offerings that they do. It is even more ironic since AlliedSignal will fire 4,500 people in connection with its merger. While Allied's Chairman Bossidy has recently assured South Bend that no jobs will be lost due to the Honeywell merger, one need only look back to 1995 when AlliedSignal exited its South Bend landing gear business by selling equipment and contracts, to see that Allied's concern for South Bend rises and falls as it suits Allied's purposes. Mergers in the defense and aerospace industries are a fact of life. Since the end of the cold war, U.S. defense spending has declined dramatically. This reduced spending has driven consolidation through that defense industry. Other factors, such as globalization and requirements of scale and scope also drive consolidation through both the defense and aerospace industries. Efficiencies of design and production needed to generate and consume large amounts of capital quickly dictate corporate strategies that must be judged simultaneously, in both the short and long term. One of the consequences of consolidation is typically the loss of some jobs. As part of BFGoodrich's merger with Coltec, approximately 170 headquarters positions will relocate to North Carolina. Similarly, the AlliedSignal/Honeywell merger will result in the closing of Honeywell's headquarters in Minneapolis. While these relocations have a human impact that we take seriously, they should not overshadow the positive consequences of this merger. The plain fact is the merger of Goodrich and Coltec will produce significant benefits for employees, customers and shareholders. Following the merger, Goodrich will employ 27,000 people worldwide. The size and diversity, financial and technological strength and global reach of our businesses will create job stability and growth opportunities for our existing work force. As a stronger worldwide competitor, we will be better positioned to compete for business abroad. A stronger, better Goodrich is good for all our stakeholders. Our customers are very sophisticated. They demand innovative and quality products backed by the highest levels of customer service and technical support, all at a fair and competitive price. Those customers are our life blood. If they had objected to this merger, it probably would not have gone forward. They have not objected because they are satisfied that they do have sufficient options to preserve healthy competition for their business and they recognize the merger enables us to serve them better. The Federal Trade Commission and the Department of Defense, like our customers, have each come to the same conclusion following lengthy and comprehensive examinations. Both agencies listened carefully to the arguments presented by AlliedSignal and Crane Industries and both agencies concluded the merger should be allowed to proceed without objection. I would like to emphasize that those examinations took place over a 4 and 5 month period respectively. I would like to address more specifically the Chair's concern about the merger's impact on Ohio jobs. In early 1999, Goodrich did prepare a preliminary internal study that presented possible options for restructuring the landing gear business following the merger. This preliminary study was a tentative initial look at a combined Goodrich/Coltec landing gear business. Since the merger had not been consummated, the study does not reflect Coltec costs or other competitively sensitive information. This makes the study incomplete and therefore, it has not been presented to Goodrich senior management. The study was not prepared for the Department of Defense, it was provided to the Department in response to their request for any reconfiguration study. We clearly cautioned the Department of Defense against relying on the study, stating that, ``Its views concerning reconfiguration are necessarily tentative,'' because it did not have cost information regarding any Coltec facilities. I want to be very clear about the future of our Cleveland landing gear plant. While each option presented in that preliminary study contemplated closing the Cleveland plant, BFGoodrich senior management has made absolutely no decision about the future of this facility. Having said that, I will tell you that U.S. landing gear business is 15 percent below its peak volume and customer demand is expected to remain low for the next 10 years. In this business environment, we will consider all our options, because status quo cannot prevail. BFGoodrich has been frank with its employees, has been frank with you, both in private discussions and public testimony. We will not shrink from our obligation to all of our stakeholders, employees, shareholders, customers and suppliers, to run our businesses effectively and efficiently as we can. In this regard and consistent with our culture of partnering with our employees, we have consistently shared with all landing gear associates and UAW officials our view that the competitiveness of the Cleveland facilities must be improved. It is no secret that we have in the past considered closing the Cleveland plant because its performance did not meet our standards. However, the facilities that Goodrich acquired in 1993 were in poor repair. Many pieces of equipment were inoperable, engineering tools were outdated and prospects for the future of that facility were bleak. Each time the status of that Cleveland plant was reviewed, however, the company concluded it was not wise to close it. Instead, Goodrich invested nearly $30 million in its Cleveland landing gear facility since 1993. This includes investment in buildings, equipment, business information systems and engineering tools. After a nearly $30 million investment, the prospects for Cleveland have improved greatly. We have not achieved these gains alone, but have had the cooperation of our employees and UAW officials. While we have made much progress in our competitive business, more remains to be done. In this regard, we have been encouraged by ongoing discussions with union officials about ways to make those operations more competitive. After the merger, we will look at all of our operations and determine how best to become a more efficient and lower cost producer. This may include upgrading plants, reconfiguring our production mix, and perhaps closing facilities. The failure to make those hard decisions could cost us our competitive edge and even more jobs than if we ultimately decide to close a plant. Until the merger is closed, however, we do not have access to the information we need to make an intelligent decision, and as a consequence, no decisions have been taken. I promise you this--we will include all of our stakeholders in the process. We have already received a much appreciated invitation from Governor Taft, to consult with his office as we go forward in our planning and we have assured him that we will do so. Likewise, we will talk to the unions, other State, local and Federal Government officials as well as other interested groups, to help us make the most informed and sound decision possible. Whatever decision is reached regarding any of our facilities, Goodrich remains committed to Ohio. Following the merger, Goodrich will employ more than 3,000 people in Ohio in management, manufacturing and research positions. Our performance materials business, with more than $1 billion in revenue, will remain headquartered in Brecksville. Other BFGoodrich operations in Ohio are located in Akron, Avon Lake, Chagrin Falls, Cleveland, Cincinnati, Columbus, Dayton, Elyria, Green, Troy, Twinsburg and Uniontown. We have been adding jobs in Ohio. Since January 1997, we have added 200 jobs to our aerospace work force here in Ohio. Our aerospace employment is up 14 percent. We remain committed to Ohio and to our work force in Ohio. Indeed, just this year, BFGoodrich invested approximately $20 million to buy a new business right here in northeastern Ohio. Following the merger, BFGoodrich will contribute more than $20 million per year in taxes to Ohio as part of its continuing presence in this State. This does not even take into account, Coltec's operations in Ohio, including a business in Congressman Kucinich's district. The bottom line is this--Goodrich has roots in Ohio. Even though our headquarters will be moving, BFGoodrich will continue to have a strong and growing presence in this State. When we were in South Bend, Congressman Kucinich asked some questions about BFGoodrich's views toward unions. BFGoodrich has a long history of positive labor relations. BFGoodrich operates both union and non-union facilities. We count union facilities among our most productive and efficient. Indeed, three of the landing gear facilities operated by BFGoodrich and Coltec are union facilities. I would also like to address briefly AlliedSignal's contention that the BFGoodrich/Coltec merger will adversely affect jobs at AlliedSignal's plant in South Bend. For months now, we have heard dire predictions from Allied that a Goodrich/Coltec merger would cost 1,000 South Bend jobs. We have been saying all along this was just a scare tactic. Our view was confirmed at your hearing in South Bend. Congressman Roemer, who represents South Bend, testified at your hearing that Allied's Chairman Bossidy had promised that the BFGoodrich/Coltec merger would have no immediate impact on jobs in South Bend. Mr. Montalbine, who runs the South Bend business for Mr. Bossidy, confirmed this. The vast majority of AlliedSignal's sales of wheels and brakes are in the large aircraft after-market. These aircraft are already in production and operation. AlliedSignal is already certified on 13 of the 20 commercial aircraft types built by Boeing and Airbus. Each of those aircraft will see service typically for 20 or more years. AlliedSignal has an annuity in the supply of wheels and brakes on those aircraft and nothing about our merger can or will affect that. If AlliedSignal's wheel and brake business suffers or fails, Mr. Chairman, it will be because AlliedSignal did not meet their customer expectations for quality products at competitive prices. If jobs are lost in South Bend, it will be because Allied did not run its business well and not because of our merger. AlliedSignal makes claims about the need to partner or team with the landing gear suppliers so they can compete for integrated systems or to avoid gaming of the landing gear/wheel and brake interface design. No credible independent industry expert has supported those claims. In fact, AlliedSignal does have a partner if it chooses under the strategic alliance agreement with Coltec. Just last month, resolving a claim that AlliedSignal had filed, an arbitration panel in New York ruled that the merger does not violate the strategic alliance agreement, and that adequate safeguards could be implemented to protect any proprietary or competitively sensitive data. Therefore, Allied has their landing gear partner going forward. Moreover, Mr. Bossidy boasts about a $10 billion war chest to make more acquisitions, but if they really need a landing gear partner, they could invest $200 million from their acquisition war chest to build a world class landing gear facility in South Bend or anywhere else. Actions speak louder than words. Our goals are the same, Mr. Chairman. We at BFGoodrich want to grow so that we can satisfy our customers, challenge, reward and retain our employees and provide financial returns for our shareholders. We can only achieve those goals by providing innovative, quality, least-cost products to our customers consistently and timely. By becoming a stronger competitor, we help the economy and our work force. Let me tell you what BFGoodrich is committed to. We are committed to growing jobs and marketplace position. We are committed to sustaining a vigorous U.S. national defense position. We are committed to involving workers, shareholders, customers, management and government decisionmakers in our future business growth plans. And we are committed to building and designing the best priced and best performing products for this or any other marketplace. We challenge AlliedSignal, Crane, Honeywell or anyone else to beat us fair and square in that marketplace. Thank you for the opportunity. [The prepared statement of Mr. Linnert follows:] [GRAPHIC] [TIFF OMITTED]59989.105 [GRAPHIC] [TIFF OMITTED]59989.106 [GRAPHIC] [TIFF OMITTED]59989.107 [GRAPHIC] [TIFF OMITTED]59989.108 [GRAPHIC] [TIFF OMITTED]59989.109 [GRAPHIC] [TIFF OMITTED]59989.110 [GRAPHIC] [TIFF OMITTED]59989.111 [GRAPHIC] [TIFF OMITTED]59989.112 [GRAPHIC] [TIFF OMITTED]59989.113 [GRAPHIC] [TIFF OMITTED]59989.114 Mr. McIntosh. Thank you for your testimony. On one point before we move on, my recollection of the testimony at that field hearing was not completely as you characterized it. While the immediate impacts were not that great, when you looked out 5 years, I remember Allied saying that it'd be about 500 jobs, because they would not be expecting to be entering into new businesses. Mr. Tubbs. Chairman McIntosh, we never got to really talk to Carl Montalbine about that statement, but I would like to challenge that statement about how 500 jobs were going to be lost when he is on 13 of 19 commercial programs going forward and he is going to be--you have got airplanes that are going to fly for 40 to 70 years. He might have said that there was no growth in his market, but I do not know how he is going to lose jobs. Mr. McIntosh. Let us turn now to Ms. Loeb and perhaps she will address that in her testimony. Our next witness will be Nancy Loeb, who is the deputy general counsel of AlliedSignal. Ms. Loeb. Thank you very much, Congressman McIntosh, Congressman Kucinich and Congresswoman Tubbs Jones. It is a privilege to appear before you here in Cleveland, and I would like to thank the subcommittee for inviting me to participate in the public debate of this important issue. I am Nancy Loeb, I am the deputy general counsel of AlliedSignal, which manufacturers and sells aircraft wheels and brakes on landing systems through its aircraft landing systems business in South Bend, IN. I have submitted written testimony and I would like to take just a few minutes to discuss that testimony. At the outset, I would like to emphasize three points. No. 1, the BFGoodrich/Coltec merger will have serious anti- competitive consequences, including foreclosing AlliedSignal from landing gear and landing gear data necessary for AlliedSignal to compete. No. 2, AlliedSignal is not alone in concluding that the BFGoodrich merger is anti-competitive. Aero Line and other wheels and brake manufacturers concur. No. 3, the anti-competitive effect can be avoided by BFGoodrich selling its Cleveland Pneumatics landing gear business or even a portion of that business to AlliedSignal. This sale would ensure vigorous competition for landing systems. In the event that BFG sells the CPC business or a portion of that business to AlliedSignal, AlliedSignal commits it will keep jobs in Cleveland and it will grow that business. We will, of course, assume the UAW contract of the Cleveland plant. Let me briefly talk about the industry and this merger. Today, Goodrich, Coltec and the French company Messier, control approximately 99 percent of the large commercial landing gear market. They are also the only three companies in the world with the capabilities to design, manufacture and test landing gear for commercial aircraft. Thus, this BFG/Coltec merger is a merger to a U.S. monopoly or a merger to a worldwide duopoly. Elaborating on my initial three points--the first point I would like to emphasize is that AlliedSignal will be harmed by this merger. By vertically foreclosing or gaming Allied and raising prices paid by Allied for landing gear, AlliedSignal will be harmed. To address the question that was just raised, we look at our landing systems business as something other than an annuity. We look at it as a business with employees and an opportunity to grow and to move forward and to continue investing. Exclusion from the opportunities to participate in new landing gear and new aircraft will limit the growth and the long-term viability of that business. The Windows browser analogy we are all familiar with is on point here. Landing gear is similar to the operating system in a computer and wheels and brakes are like the browser. The browser or the wheel and brake companies like AlliedSignal must, must get technical information from the landing gear manufacturer, the equivalent of the operating system owner, in order to compete. BFGoodrich/Coltec will control the landing gear information necessary for Allied to understand the interface between the wheels and brakes and the landing gear. Based on Allied's experience, BFGoodrich will have every incentive to game the information provided to Allied. Prices will also go up. BFGoodrich will control the supply of landing gears that Allied needs to compete with BFGoodrich as a landing systems integrator. Allied has purchased landing gear on projects called integrated landing systems. BFGoodrich will have no incentive to sell landing gear to Allied at fair prices. The second point I would like to emphasize is that it is not just AlliedSignal and Crane who are concerned about this transaction. Numerous parties who know landing systems recognize the anti-competitive effects of this deal. Aero Line who are the customers for wheels and brakes, oppose the merger. SAF, which is part of an eight-member Aero Line/Star alliance, AirTran, Northwest, American, Air New Zealand and others have all stated clearly their concerns about this transaction. Significantly, not one single air line has affirmatively supported this merger as being pro-competitive. Further, besides Allied, the only other two major independent wheel and brake manufacturers in the world, Dunlop and ABSC, also oppose the merger. ABSC, based in Akron, OH, opposes the merger. I urge the committee to review the sworn affidavit of Mr. Ron Welch, president of ABSC, which was made part of the record at the subcommittee hearing held in South Bend. Again, not a single major independent wheel and brake manufacturer has provided sworn testimony that the BFGoodrich merger is pro-competitive. The third and final point I want to emphasize is that all of these anti-competitive problems can be avoided. According to published reports, BFGoodrich and Coltec will consolidate their landing gear facilities and will close their Cleveland business. BFG has said AlliedSignal has not put forward an offer to purchase this business. This is false. AlliedSignal has both privately and publicly offered to buy the Cleveland business or a portion of that business at a fair price. I reaffirm that offer today. BFG has said that no final decision has been made on closing Cleveland. If that is true, I call on BFGoodrich to give AlliedSignal the opportunity to buy the Cleveland business whenever a final decision is made. In conclusion, BFGoodrich and Coltec have announced a merger that will result in a single U.S. landing gear manufacturer and one of only two worldwide. A Federal court in Indiana has preliminarily enjoined the merger, based on a finding that ``the merger would likely result in a U.S. monopoly for the sale of landing gear that would result in higher prices for such gear.'' The U.S. Court of Appeals for the Seventh Circuit has affirmed the entry of that injunction. The Attorneys General of Indiana, Iowa and Connecticut have joined as amicus curiae, in that case. The Ohio Attorney General is conducting an investigation but has not taken any steps to stop the merger. In these circumstances, there can be no argument that the BFG/Coltec merger does not harm competition. Thank you for your time. [The prepared statement of Ms. Loeb follows:] [GRAPHIC] [TIFF OMITTED]59989.115 [GRAPHIC] [TIFF OMITTED]59989.116 [GRAPHIC] [TIFF OMITTED]59989.117 [GRAPHIC] [TIFF OMITTED]59989.118 Mr. McIntosh. Thank you, Ms. Loeb, I appreciate that. And in the question and answer, we will get into more details on some of the points you have raised. Let me now turn to our third witness. Again, welcome back to the subcommittee, Mr. Tubbs, and summarize your testimony, particularly emphasizing any new information from last time. Mr. Tubbs. Thank you, Mr. Chairman. Mr. Kucinich and Ms. Tubbs Jones, I want to emphasize that Tubbs in Tubbs Jones, I do not get to meet somebody that shares my name very often. Ms. Tubbs Jones. Any relation here? Mr. Tubbs. I think so. We will talk about that. Thank you for giving me the opportunity to appear again before the subcommittee, and today, I want to focus on the issue of competition and I want to talk about real world facts. I want to reiterate that the BFGoodrich/Coltec merger has been thoroughly investigated by the Federal Trade Commission and by the Department of Defense. Each of the major purchasers of landing gear in the United States, our customers, after thorough discussions, did not object to this merger. Nobody dropped the ball. On Friday, an editorial appeared in the South Bend Tribune authored by Kevin Arquit, former FTC general counsel and head of its Bureau of Competition. And I would like that editorial to be entered in the record of this hearing, if possible. Mr. McIntosh. Yes, if you could get us a copy, that would be great. Mr. Tubbs. I will be glad to, Mr. Chairman. Mr. McIntosh. We will put that into the record. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.236 Mr. Tubbs. Mr. Arquit described the current state of antitrust law and how the review process works. He paints a very different picture than Professor Bauer, and of course Mr. Arquit is not being paid by Coltec or Goodrich to give his opinions. If we follow Mr. Arquit's guidance, we focus on our customers and try to understand why fancy talk about the Herfindahl-Hirschman Index and the sum of the squares of the market shares means little in the real world. The Index is, after all, a guideline that Mr. Arquit points out needs to be interpreted. And with all due respect to Allied's paid advocate, and attorney of record, Professor Bauer, let me point out that current case law, starting with General Dynamics and Baker-Hughes, requires regulatory agencies to look at the market realities and move past mechanical formulas. If the Herfindahls are high for a given merger, the FTC's focus shifts to whether or not the merged companies can actually exercise the market power that this high index might suggest. This index is simply the starting point, not the end point that the Professor has suggested. So what is the next normal step for the FTC's review? Well, not surprisingly, the FTC goes to major customers and asks them if they are concerned about the merger and the ability of the new company to raise prices, limit product development, control investment or prevent other companies from entering the particular business. The reason is that if the customers do not have a problem, then the likelihood of the merged company being able to exercise market power as a monopolist is small indeed. In our case, when the FTC asked our major customers-- Boeing, Lockheed and the Department of Defense--about their reaction to the Goodrich/Coltec merger, each of these large, sophisticated organizations responded that they were not concerned about market power because they understand all too well how the market for landing gear really works. In fact, they saw a number of advantages, including the potential for lower cost products and improved technology. Let me tell you, these advantages matter greatly for a company like Boeing who is battling a very strong government- subsidized competitor like Airbus. In fact, this year, Airbus has sold three planes for every one Boeing plane sold. And I might add, since BFGoodrich and Coltec do not supply landing gear to Airbus, every plane Airbus sells to airlines like U.S. Airways is one less landing gear that we can supply. That is fewer jobs here in the United States. We need Boeing to be successful. We need to price our products to help them sell airplanes. The idea that there is a simple pass-through of costs ignores simple market reality. The FTC did not miss the concept that in today's aerospace market, we sell to power buyers. Classic economics tell you that power buyers discipline the market. The Boeing company, Lockheed and Bombardier all have staffs of qualified landing gear engineers. Their landing gear engineers work with our landing gear engineers to design landing gear structures that fit their airplanes. At the end of the day, Boeing may choose us to make the landing gear structure, but they own the design, just like the Department of Defense does on military aircraft. Boeing and the DOD can take the design to another landing gear company and have the landing gear made for them. Even AlliedSignal admits that in addition to the major French landing gear company, Messier-Dowty, there are a number of very capable companies that they called build-to-print landing gear companies, both here and abroad. Every manufacturing process used in creating a landing gear has been reviewed and certified by Boeing and by Lockheed. Airplane manufacturers know how to make landing gear as well as we do and they can tell anybody how to do it. And they pretty much determine what they want to pay--they call it target pricing. The idea that a BFGoodrich/Coltec landing gear company will hold Boeing captive is nonsensical. Crane and Allied's hired experts have argued that Messier- Dowty is not a competitor within the United States. Believe me, Messier-Dowty is here today competing to be supplier to Boeing and to the U.S. military. The next generation military aircraft, the Joint Strike Fighter, is currently being designed. Two teams are going after the Joint Strike Fighter. One team is led by Lockheed Martin, the other by Boeing. Coltec is on the Lockheed Martin team. Boeing chose Messier-Dowty to be on its team. Messier-Dowty has opened up a facility in Seattle so as to get closer to its customer. It intends to supply landing gear from its North American facility located in Canada. Messier has shown its willingness to invest in its businesses, not just its landing gear business, but also its wheel and brake business. Messier's willingness to invest in order to compete needs to be contrasted with Allied's unwillingness to invest. Previously we learned that Messier aced AlliedSignal out of its sole source position on the Boeing 767. Allied testified that Messier did so by investing over $25 million in order to become certified on the program. AlliedSignal exited the landing gear market in 1995 because they did not want to invest in the landing gear market. Allied testified that it was not getting a large share of the Airbus market for wheels and brakes, probably because AlliedSignal is not competitive either on price or on quality. Allied did not tell us why they were not named as a supplier on the Bombardier regional jet 700. Why is a monopolist like the Crane Co. and a company that is afraid to compete like AlliedSignal opposed to this merger and opposed to the business and job growth that will result from having a financially strong entity which can draw on the best practices of two fine industrial companies? Well, the answer is obvious. First, they do not like competition. Second, Crane wanted to buy Coltec and Allied twice tried to buy Coltec's aerospace business. As late as 1997, Allied made plans to buy BFGoodrich. Neither company was willing to step up and pay what our businesses are worth, so they decided to abuse the legal process and the political process to interfere with this merger. They are like school yard bullies. If they cannot have something, they do not want anybody else to have it either. Do not let AlliedSignal and Crane, through their paid distinguished advocates, wrap themselves in a flag proclaiming to protect consumers. Let us not kid ourselves. There will be no increase in ticket prices as a result of this merger--the deregulated air travel market will not allow it. There will be no loss of safety for those that fly as a result of this merger--the FAA will not allow that, nor will Boeing. Let me close by referring to a June 2 letter to President Clinton, signed by 240 leading independent economists in the United States, including economists from Ohio University, Case- Western, Indiana University and Ohio State. Let me point out that neither Coltec nor Goodrich paid to have these economists write the letter or state their position. The letter refers to the increasing practice of companies turning to the government for protection, claiming antitrust concerns rather than competing on the basis of product quality and price. In pursuit of antitrust protectionism, these companies attempt to short-circuit the workings of the market. They are attempting to replace the decisions of the marketplace with the decisions of bureaucrats and politicians. Successful innovators are penalized, scale economies are lost and competition is thwarted, not enhanced. Instead of preventing prices from rising, antitrust protectionism keeps prices from falling. Now is not the time, nor is the BFGoodrich/Coltec merger the deal, to institute further antitrust protectionism. This committee needs to tell AlliedSignal and Crane Co. to go compete and this committee needs to let BFGoodrich and Coltec move ahead together to compete in the marketplace, to grow their businesses and, in doing so, to grow jobs. Thank you. [The prepared statement of Mr. Tubbs follows:] [GRAPHIC] [TIFF OMITTED]59989.119 [GRAPHIC] [TIFF OMITTED]59989.120 [GRAPHIC] [TIFF OMITTED]59989.121 [GRAPHIC] [TIFF OMITTED]59989.122 [GRAPHIC] [TIFF OMITTED]59989.123 [GRAPHIC] [TIFF OMITTED]59989.124 [GRAPHIC] [TIFF OMITTED]59989.125 [GRAPHIC] [TIFF OMITTED]59989.126 [GRAPHIC] [TIFF OMITTED]59989.127 [GRAPHIC] [TIFF OMITTED]59989.128 Mr. McIntosh. Thank you, Mr. Tubbs. Our final witness on this panel will be Professor Bauer from the Notre Dame Law School. Professor Bauer, if I could ask you to summarize your testimony and particularly emphasize additional points from the last hearing. Mr. Bauer. Congressman McIntosh, Congressman Kucinich, Congresswoman Tubbs Jones, thank you for inviting me to testify before the subcommittee. It is a pleasure to be in Cleveland for the second phase of these hearings. I will accept Congressman McIntosh's invitation to offer a brief summary of my statement and then hopefully reserve time for questions at the end of that. Although the merger under scrutiny involves the aircraft landing system industry, to use an old cliche, you do not have to be a rocket scientist to conclude that this merger raises numerous red flags regarding its adverse impact on competition. As has been said multiple times already this morning, presently in the market for the design and manufacture of landing gear for large commercial aircraft and for many military aircraft, there are only three companies in the entire world and only two companies in the United States. Looking at the market share for commercial wide-bodied aircraft landing gears, Coltec has approximately 30 percent of the market, BFGoodrich, approximately 34 percent of the market and Messier, which is owned by the French Government, also approximately 34 percent of the market--a total of upwards of 98 percent of the market accounted for by three firms. If this merger is consummated, after the merger, there will only be two firms left in the world and only one firm left in the United States. In short, this will be a merger resulting in a domestic monopoly in the design and manufacture of commercial wide-bodied landing gears. The Chair noted earlier this morning some of the remarks I made at our hearings in South Bend about the advantages that flow to industry and to the market from competition. Innovation, more and better products, lower prices, and indirectly, more jobs. What about the loss of competition? The firms which were formerly competitors no longer have to compete vigorously against each other to innovate. They are not quite as driven to produce more and better products. And they do not have the stimulus to reduce their prices. So the effect of the elimination of competition in this industry will be felt by aircraft manufacturers; the U.S. military; by airlines which are consumers of replacement parts including replacement wheels and brakes; by consumers, including you and me who fly in those airplanes; and by you and me again as taxpayers, who may have to pay more when the U.S. military pays more for both original equipment and replacement parts. There is a second effect that may flow from this merger. Today, BFGoodrich is an integrated company, making not only landing gears but also making aircraft wheels and brakes. And in that capacity, BFGoodrich is a competitor of AlliedSignal. There has been, over the last several years, a trend in this industry toward designing and manufacturing and selling integrated landing systems, including in those integrated landing systems, landing gears and wheels and brakes. AlliedSignal presently has a strategic alliance agreement with one of the parties to the merger, Coltec, which provides for the sharing of information and which gives AlliedSignal a partner in the design and sale of integrated landing systems. But after the merger, when BFGoodrich and Coltec become a single entity, that merged entity will have both the opportunity and the incentive to favor BFGoodrich wheels and brakes relative to AlliedSignal's wheels and brakes. There are a number of possibilities that will flow as a result of that merger. BFGoodrich may not release information to its competitors in the same way it does today. The design of wheels and brakes so that the interface operates properly may become more difficult. BFGoodrich will clearly be in a position to sell landing gears to AlliedSignal and others at elevated prices, or it will have the choice not to sell to AlliedSignal at all. The effect then of the merger, the vertical component of the merger, is harm to competitors, harm to competition and higher prices to consumers. Let me talk about the law regarding acquisitions and mergers. The statute, as you all know, is section 7 of the Clayton Act. The Clayton Act was amended in 1950. Since 1950, there have been a number of decisions from the Supreme Court of the United States describing how one should evaluate both horizontal and vertical mergers. But the principal determinants are to look at the market shares of the merging companies, both before and after the merger, to look at the concentration of firms in the industry, to look at the changes in concentration as a result of the merger, and then to consider potential defenses, including efficiency. This merger will result in a merged firm having 64 percent of the domestic market, only two companies in the world and only a single company in the United States. Mr. Chairman, I would like to address, because you referred to it again this morning, the merger guidelines drafted by the Department of Justice and the Federal Trade Commission. Those guidelines are intended to give guidance to business and to industry as to those mergers which the enforcement agencies will and will not challenge. So that industry knows as to certain measures there is a safe harbor, but as to other potential mergers, these are problematic and there is a substantial probability that the enforcement agencies may challenge them. Those guidelines set forth three categories and use an index drawn up or devised by two economists known as the Herfindahl-Hirschman Index [HHI]. The HHI can range at its very lowest from a number of one up to its very highest if there was a single firm with 100 percent of the market, 10,000. The three categories are below 1,000, 1,000 to 1,800 and the third category where the HHI is over 1,800. In that third category where the HHI is over 1,800 and where the merger would result in a change of the HHI of more than 100, the guidelines say these mergers are quite likely to cause competitive effects and therefore suggests that the agencies are likely to challenge those mergers. Let us look at the numbers here. Before the merger, in the market for commercial wide-bodied aircraft, the HHI is already 3,230. After the merger, it will rise to 5,272, for a change of over 2,000 points. So you can tell, HHI over 1,800, here post- merger 5,270, and a change of 2,000 percent over the threshold in the guidelines. But Mr. Tubbs says, and correctly so, we do not only look at the numbers. There are other factors to look at. And among the factors in the guidelines are that one of the firms may be a failing company. I do not believe either Coltec or BFGoodrich are failing companies. A second possible defense is that there may be low barriers to entry. Well, Mr. Linnert has told us, well maybe for $200 million you can build a plant, but the barriers to entry here are enormous. There are technological barriers, there are engineering barriers, there are capital barriers, there are time lag barriers, there are certification barriers. You just do not go in and startup a landing gear business overnight. And then the third thing that the guidelines identify are efficiencies. I am not sure what the efficiencies are, I hear that there is going to be a stronger company, but it sounds to me like the greatest efficiency that is going to flow from this is we can close one of these plants and that will allow us to work more efficiently--two plants rather than three. So no great surprise, my conclusion, my personal conclusion, this is a merger that the Federal Trade Commission should have challenged. And if I can add three points, and I will do it quickly in view of limitations on my time. No. 1. Simply to remind the committee and everybody else that the decision by the Federal Trade Commission under the Hart-Scott-Rodino procedure, not to challenge this merger, is not affirmative approval. They do not say we think this merger is good, all they say is we are not going to take any action here. And in fact, the letter sent on April 26, 1999 to BFGoodrich explicitly says, ``This action is not to be construed as a determination that a violation of Section 7 of the Clayton Act or Section 5 of the FTC Act may not have occurred.'' That is for Judge Sharp to decide, not for the FTC and not for this committee and not for you or me. Second point, the Seventh Circuit opinion. Let me now add a few comments about the June 23, 1999 decision of the U.S. Court of Appeals for the Seventh Circuit. In my testimony before the subcommittee last month, I noted that under the Hart-Scott- Rodino pre-merger notification procedure, the enforcement agencies do not give their affirmative approval to proposed mergers, but only indicate that they will not challenge them. I therefore stressed that the Commission's decision in April not to seek to stop this merger should not have any effect on AlliedSignal and Crane's lawsuit presently pending in the U.S. District Court for the Northern District of Indiana. The Seventh Circuit reached the same conclusion, pointing out that, ``Courts do not generally defer to an agency's decision not to challenge a merger'' and that, ``to the contrary, Federal regulators will not necessarily challenge every potentially troublesome merger, which is why Congress made private enforcement `an integral part of the congressional plan for protecting competition.' '' And then I went on to observe in my statement, but I will save time, the Court of Appeals also expressly noted that the District Court did not abuse its discretion in concluding that the plaintiffs had ``shown a sufficient likelihood of a Clayton Section 7 violation.'' Finally, Mr. Chairman, if I can refer very briefly to the op-ed piece that Mr. Tubbs referred to in the South Bend Tribune last Friday by Kevin Arquit. I should add that the South Bend Tribune has asked me if I would respond to that piece and so my response will also appear this week and I will make that a copy of this committee's record. But let me just note two things that Mr. Arquit said. He says, ``The idea that the FTC missed the boat''--I am quoting from his piece--``The idea that the FTC missed the boat in approving this merger, as alleged by its critics is hard to imagine, given its aggressively activist stance of late.'' Let me give you the FTC's own data--this comes from them, not from me. In the last year, 1998, there were 4,643 filings and 33 enforcement actions, 0.71 percent. Now if that is aggressively activist, then I can play one-on-one with Michael Jordan. Mr. Arquit also talks about the viability of foreign competitors and he puts it in the plural. But in fact, there is only one foreign competitor, Messier, and we have evidence that at least with respect to certain programs, the Department of Justice does not like to do business with other than American companies. So this opinion, while interesting and provocative, is flawed and I will just stand on the statement that I am going to make in response to it. Mr. Chairman, thank you very much. [The prepared statement of Professor Bauer follows:] [GRAPHIC] [TIFF OMITTED]59989.129 [GRAPHIC] [TIFF OMITTED]59989.130 [GRAPHIC] [TIFF OMITTED]59989.131 [GRAPHIC] [TIFF OMITTED]59989.132 [GRAPHIC] [TIFF OMITTED]59989.133 [GRAPHIC] [TIFF OMITTED]59989.134 [GRAPHIC] [TIFF OMITTED]59989.135 [GRAPHIC] [TIFF OMITTED]59989.136 [GRAPHIC] [TIFF OMITTED]59989.137 [GRAPHIC] [TIFF OMITTED]59989.138 [GRAPHIC] [TIFF OMITTED]59989.139 [GRAPHIC] [TIFF OMITTED]59989.140 [GRAPHIC] [TIFF OMITTED]59989.141 [GRAPHIC] [TIFF OMITTED]59989.142 [GRAPHIC] [TIFF OMITTED]59989.143 [GRAPHIC] [TIFF OMITTED]59989.144 Mr. McIntosh. Thank you, Professor Bauer, and let me ask unanimous consent that your response to that be included in the record when you have submitted it to us. In fact, what we will do is keep the record open for an additional 15 days for additional information that may come as a result of the questions posed here. [The information referred to follows:] [GRAPHIC] [TIFF OMITTED]59989.145 Mr. McIntosh. Let me start the questioning with the panel. Mr. Linnert, you mentioned and stated there was a risk in the business essentially, that if you make a misstep or you borrow money at the wrong time, do not get a contract that could be potentially very disastrous for any one of the companies there, and that the merger will allow you to avoid some of those risks. Stepping back, not from the company's standpoint, but from society's standpoint, if that analysis is correct and there are those risks there, if you have got fewer players in the field, then the possible negative outcome takes on a much greater implication. From society's standpoint, you have got, say five companies and one of them makes a misstep and fails, you have got four others that provide the service or the product. But when you only have one in the United States and two worldwide, then the potential negative impact of one of those risks from society's standpoint, again I will emphasize that, seems to me significantly greater. And that is one of the concerns that we have in looking at the appropriateness of this type of merger. I wanted to put that out there so you could see that our perspective has to be that broader one than one individual. But I wanted to also give you an opportunity to elaborate how you thought from the combined company standpoint, those risks would be diminished. Mr. Linnert. Sure, thanks. A couple of points I would like to make. First, one of the things that Mr. Oliver testified to in Washington at the hearing--and let us take the different markets, because as you just talked about, the risk to society of maybe less companies in a given field, you have to look at it by the market that they are in. So let us take military for the moment. I believe what Mr. Oliver testified was that while Messier-Dowty, Coltec and Goodrich have a predominant share of this military market---- Ms. Tubbs Jones. Excuse me, Mr. Linnert. I believe that people in the back may be having difficult hearing you. Would you pull the microphone over closer, please. Mr. Linnert. Thank you. Again, takes a market analysis, what Mr. Oliver did was speak about the military markets. One of the points he did make is while Messier-Dowty, Goodrich and Coltec are the predominant suppliers of military landing gear, they are not all. I will come back to that point. But while they are the predominant suppliers, one of the points he emphasized was quality of competition. Professor Bauer talked about this HHI index, that is a starting point. The next thing you look at is quality of competition. And what the Department of Defense, I believe said at that hearing was that they thought the Coltec/Goodrich merger created a stronger, higher quality competitor for landing gear long-term. Now we are the larger ones in the military field, but we are not the only ones. Let me just read off some other names of folks who are actually on military programs already. You have heard about Messier-Dowty, but Heroux in Canada manufacturers military gear, as does Castle Precision, APPH, SHL and then Goodrich and Coltec. So there are other folks who are capable of making military gear and are already on some programs. And I have a chart that will show that. This is a chart that shows the multi-national military landing gear suppliers and it shows the programs tested, the F-18, it gives you the number of suppliers on the C-17, T-45s. So again, I just want to point out there are more players here than just two in the world. But going back again to your question, Congressman---- Mr. McIntosh. My eyes are not as good as they used to be. Just so we know which column is BFGoodrich and which is Coltec, if you could---- Mr. Linnert. Yes, sir. The first column is Goodrich and this is McDonnell Douglas, this is Menasco, which is the name of the Coltec landing gear business. Mr. McIntosh. Right. Mr. Linnert. Messier-Dowty, Heroux and some of the others. But going back to your question about how society would look at this. Again, quality of supplier in terms of being a strong competitor able to invest in technology and in research and development is a factor I believe Department of Defense did look at. Now let us take a different market, let us take that large commercial market that folks are concerned about. There is principally BFGoodrich and Coltec and then Messier-Dowty. Now this is the large landing gear programs. A couple of folks who are missed whenever people talk about those lists are--and I will just read off the names--SHL, which is a subsidiary of Israeli Industries. They provide the landing gear for the Boeing 717; Heroux, which is a Canadian firm, provides landing gear for C-17, that is large gear, so they are capable also of being in that market. Why do they not have a bigger share? It is background, BFGoodrich, Coltec and Messier-Dowty are strong competitors. And again, I think when you look at the quality of the supplier, both in terms of financial strength, ability to invest in R&D and ability to grow, I think that is a factor, Congressman, as you point out, that should be considered. Now the only other market that is of relevance--I spoke about military and large commercial--the other markets are regional and business. Those are more vibrant markets than military or large commercial, and we can go into a whole long list of people who compete there. Mr. McIntosh. And I remember from your chart, the other one, those were where you had multiple competitors. Mr. Linnert. Right. Mr. McIntosh. Looking at that, if you merge the first and the third column, then at least in terms of U.S. suppliers, you really get down to one with McDonnell-Douglas being the one exception there for one of the planes, that is a supplier for most of the aircraft, than for the military. And as I was listening to Senator DeWine, I think the question he was asking is how does that benefit the military. And presumably you all made some arguments to them and they could not repeat them back to him, or at least did not. So let me give you a chance now--and Mr. Tubbs, if you want to add to that too. Mr. Tubbs. Well, let me just--because they are not out there because they are not now on a military program, but Castle Precision, which is a U.S. company is on the MD-80 and 90 which are fairly good size regional aircraft. They are also a major spare parts supplier to the U.S. military. So it is not to say that you do not have another build-to-print shop, as Allied calls them, out there. You have Castle Precision. Let me give you an anecdote about research and development. We cannot get on Airbus, we, the American companies, cannot get on Airbus. Part of the reason is because in order to get on Airbus, we have to fund the research and development and if they do not sell one airplane, we do not get any of our money back. So we are taking the total investment risk of research and development. We cannot do that in the way--we have to have returns for our shareholders in the United States. A government-supported company like Messier-Dowty certainly will do that. Part of the thought here is if you put Goodrich and Coltec together, you can get the economic strength to go in and offer to invest in their programs so that we can sell to Airbus. The same thing holds true in a military program. We need the financial strength to invest into the business so that if it is awarded, we get a return on our contract. Messier-Dowty is with Boeing already, as I talked about, on the Joint Strike Fighter. So what we are talking about is not past market shares, those have already been awarded, those are already determined. What we are talking about is the future, and the future is we need to be strong in order to invest in the future. Mr. Linnert. What the Department of Defense witness said at Senator DeWine's hearing, he did talk about, you know, research and development, he did talk about quality supplier. A third point that he made is when he was looking at--when the Senator kept asking a question about, well, you know, are you not concerned that there would only be one domestic supplier, and his answer seemed to be I want a strong domestic supplier. But what he also said was this, he said the military owns the design rights to the landing gear, their landing gear, just like Boeing does. When you own the design rights, landing gear is something that you could go different places and have built to your print. And Professor Bauer said maybe there are barriers to entry in terms of somebody starting things up, but the point is this, military owns the design, they already use foreign suppliers and they can go any place they want in order to have that landing gear made. And he did add this, he said--I do not want to put words in his mouth, but I think he said landing gear was not in the military hierarchy of components of an airplane that they were worried about secrecy or national defense. Mr. McIntosh. OK. But so that we understand your point there, again I think it is something I did not know when we first started these hearings, but you have made apparent to me. There is this difference between sort of past contracts, designs that are already there. And you are describing airplanes where the military already has the designs versus the ones going forward. And you have got different interests, the military would have different interests as to both. And if I understand your point correctly, you are saying as to those existing aircraft, there is some protection for them because they own the design rights. Mr. Tubbs. Yes, that is correct. Mr. McIntosh. Let me--and I think my colleagues from Ohio will probably go into this in more detail, but let me just ask you, Mr. Linnert, you talked about the preliminary study that has been much cited here and the options, the three options, none of which resulted in the Cleveland plant staying open. Mr. Linnert. Right. Mr. McIntosh. But tried to emphasize no decision has been made. Mr. Linnert. Right. Mr. McIntosh. Let me ask you two questions with respect to that. Has the management considered an option that is not reflected in that study that would keep that plant open? Is there an active option that is being considered and developed and researched by the company there? Mr. Linnert. I think evidence that there has been continuing study about how to keep that plant open--I mentioned the $30 million that has been invested since 1993. Let me just quote a couple of metrics, if I might. Our folks took a look at the Cleveland operations from 1993 until now and they had some metrics they came up with. Sales from the Cleveland facility have improved 200 percent in that time period. Safety incident rate has improved by 360 percent. Quality measures are all improved, productivity is improved, cycle time is improved. Another thing that I will point out, in terms of a metric, is back in 1993, there was little attention to training development, little internal advancement opportunities. We believe we made significant investment in employee training and development activities. Significant investment has been made in the engineering talent that is at that plant because those facilities, the Cleveland facilities are not just UAW facilities, there is also an engineering staff there. So again, we have made investments and I think that is an indication--just what you started with, we want that facility to be competitive, so there is no predetermined game plan here to do anything other than measure all the Coltec and Goodrich facilities post-merger on a level playing field. And I guess I would like to quote from a letter, just to reinforce it, a letter that Mr. Burner sent out to the Cleveland landing gear folks. He said ``It has been indicated that we are planning to close the Cleveland landing gear facility.'' This is a quote from the letter. ``This is absolutely not true. Currently we have no plans to close the Cleveland operations.'' He talks about that study that was done, he said, ``This review was limited in scope since it did not include any operating data involving the Coltec facilities. Absolutely no decision has been made, based on this preliminary analysis.'' He goes on to say though, we will do it, we have said it as plain as we can, post-merger, we will do a study of our landing gear, all our landing gear operations to try and take a look at what is the best, most efficient, cost-productive, customer- friendly operation we can have. We just have not predetermined the outcome. Mr. McIntosh. OK. And I do not want to put words in your mouth, so correct me if I am not distilling this correctly. You are saying there is no decision. There is that preliminary study and I assume you not disavowing the work that was done there, that will be part of the deliberative process. But I did not hear you say there is another study or an additional study that indicates the plant would be kept open. Mr. Linnert. That is correct. The next study that will be done is post-closing of the merger. Mr. McIntosh. OK, let me now turn to Ms. Loeb and focus in on the question that we started to raise with the back and forth with Mr. Tubbs. If I am remembering correctly--and I think it again hinged on this analysis of business going forward versus supplying contracts that have already been awarded and having the ability to manufacture for existing aircraft and replacement parts-- that if you looked out 5 years, the estimate was the work force in South Bend at the AlliedSignal plant would be reduced somewhere 500 to 600 employees if they were only relying on that replacement business. Is that accurate, am I remembering that correctly? Ms. Loeb. Representative McIntosh, I am going to apologize. As you can see, I was handed a note by counsel, so I am going to try to answer your question in generalities. Counsel has advised me because of the trial and the testimony of Mr. Montalbine, that I should not answer specifically, but that I can talk to you generally--more generally about that. Mr. McIntosh. Also I was going to offer you, you may not be familiar with those estimates since you are in the legal department. I mean if you need to get more data, I want to be sure the answer is correct. Ms. Loeb. I can assure you that I do not have the data that Mr. Montalbine would. But I also have been advised by counsel not to discuss---- Ms. Tubbs Jones. Again, would you use your microphone? The people in the back cannot hear. Ms. Loeb. I apologize. I would like to say a couple of things about the point that you were just making. One of the things that is fascinating to me, having listened to Mr. Tubbs' testimony, during which at length he berated AlliedSignal for not being willing to make the investments needed to compete in this business. He has just sat here after making that testimony and said that BFGoodrich and Coltec, the incumbent major U.S. suppliers, are not willing or able to make the investments needed in this business in order to compete for Airbus aircraft. Basically what they have told you is either they are undermining their suggestions about the ease of entry or they have told you that indeed it is very unlikely and very difficult for a company like AlliedSignal to enter without the technology. This is one of the reasons why we have offered to buy an ongoing business. And as I said, I reiterate today our offer to do so. With respect to your question concerning historical versus going forward competition, I think your point or where you seem to be leading, Congressman McIntosh, is exactly correct. Many names are being bandied about, about build-to-print shops and being put up on charts, but the reality of who can actually compete to design and manufacture new landing gear structures for new aircraft is very different from the list that is put on this board. And I would submit to you that for certain aircraft, especially our large commercial aircraft and certain very high technological and high capability requirement aircraft in the military, that it is really only in the United States, Goodrich and Coltec that are capable of competing going forward. Mr. McIntosh. Thank you. Mr. Linnert. Congressman, could I make one comment about that, because I just want to make sure--I think what Congressman Roemer said only was that there would be no immediate impact. I think those were the words. And then you asked him correctly about the next 5 or 6 years. And the reason that time became relevant is because the arbitration panel ruled that the strategic alliance agreement would stay in place. So I think that is what he meant to say, is there could not be an impact until after that. Mr. McIntosh. I think that is right. Mr. Linnert. I would suggest that. Mr. McIntosh. I think that is right. You have got that potential as well as this different dynamic in the market where your companies are supplying both on existing planes and aggressively, as you should be, trying to get market place in future aircraft that are built. Thank you. I see my red light is on. Let me turn now to Representative Kucinich for a round of questions. Mr. Kucinich. Thank you very much, Mr. Chairman. I have just been notified that the mayor of the city of Cleveland has asked to submit his testimony right now and I would be more than pleased, as a former mayor of Cleveland, to defer to him at this time and then I will, with the Chair's permission, with unanimous consent, then proceed with my questions. So if Mayor White is here, we would be happy to have him come forward. Mr. McIntosh. That is a great suggestion. Mr. Kucinich. He is supposedly on his way over. Mr. McIntosh. Why don't you start your questioning and then I would ask the panel's indulgence in order to accommodate the mayor's schedule, we will interrupt and come back to you after that. Mr. Kucinich. I am going to ask if staff would just look down the hall and see if he is coming, because I think, with the Chair's permission, I do not want to interrupt this line of questioning. Mr. McIntosh. OK. Perhaps while we are waiting, let me ask a question I wanted to get back to, and then turn it back to Representative Kucinich. But--and I understand you all are parties to a lawsuit and therefore, this has to be carefully weighed with what you say-- is there a chance that a win-win solution can come out of this? And I guess I would ask each of you to weigh that. Mr. Linnert. I will be happy to take a shot. Allied has offered publicly and privately to buy our landing gear business. We have said publicly and privately it is not for sale. We are in the landing gear business, we want to stay in the landing gear business, so our business is not for sale. And business means manufacturing facilities, customer contracts, research and development programs--we are not going to sell that business. Mr. McIntosh. That would not necessarily preclude, if the company went ahead and made a decision--which you have told us they have not made yet--about the Cleveland plant, to create an opportunity there where it can be a win-win solution. Mr. Linnert. If what you are suggesting is if after the study is complete, if a decision was made--do you want me to keep going? Mr. McIntosh. Keep going. Mr. Linnert. If a decision was made to close the facility, whatever State it is in, or country, because remember one of these facilities is in Canada--after the consolidation is complete, if there is a facility left over or vacant, sure, we would be happy to consider selling it to anyone who would be interested in buying that. Mr. Kucinich. Mr. Chairman, as I indicated earlier, I would defer my round of questioning until the mayor of the city of Cleveland has a chance to present his testimony. So at this time, it is an honor for me to introduce to the chairman somebody who Congresswoman Tubbs Jones and I know very well and we are very happy to have him here in front of our subcommittee--the mayor of the city of Cleveland, Michael White. Mayor White. Mr. McIntosh. Thank you, Mayor for coming. Let us make sure that we have a seat with a microphone, if we could, for you. While you are seated, let me tell you, I was delighted as we came into the city today, to see the wonderful condition of the downtown, and you had an opportunity to testify before our full committee about 4 years ago when Mr. Clinger was in Cleveland with the commit- tee. I was impressed then by your ideas on how to make our Nation's cities an even better place to live and raise a family, and I can see you have been working hard at that, or at least the results are evident by a Hoosier who has come over here to visit in Ohio. So thank you for taking time to join us today, and please present a summary of your testimony. We will put the entire written remarks into the record. STATEMENT OF MICHAEL R. WHITE, MAYOR, CITY OF CLEVELAND, OH Mayor White. Thank you very much, Mr. Chairman. Let me, first of all, welcome you to Cleveland and just indicate to you how this old Buckeye's heart feels so warmed by a Hoosier saying such great things about what is going on in one of the cities of the Buckeye State. I also want to just pay my respects to my Congresslady, Congresswoman Stephanie Tubbs Jones, and also one of my predecessors, the now Congressman Dennis Kucinich, who is also, as well as Congresswoman Jones, doing an outstanding job on behalf of our city. Let me also thank you for affording us the opportunity to speak with you about our concerns regarding the merger matters before you involving a number of important companies in the United States of America. Ladies and gentlemen of the panel, I would just like to very quickly focus you on three fundamental issues. No. 1, I do not believe that the issue that is before you is solely about the issue of two corporate giants and the effect of that merger on the landing gear industry and the military of this country. I think even before you can get to that question, the question of landing gears, the question of mergers, the question of the stuff that lawyers are employed for, for many many years, there is a human element to the discussion that is taking place. And I would just respectfully submit to you today that it is that human question that ought to be the paramount question. And that question revolves around 650 men and women from all parts of Cuyahoga County, who come to work every day and do the best they can. They do the best they can on behalf of their employer, they do the best they can on behalf of their families, they do the best they can on behalf of the community and they do the best they can on behalf of our Nation, since the work they do is so important. If that is true, and I submit to you today that it is true, then I think that we, as leaders of the community and the country at the local, county, State and Federal level have an obligation first to those 650 workers; second, to their spouses and significant others; and last, but not least, to their children. Because this discussion goes even beyond those 650 workers, it goes to all of the men and women and children and aunts and uncles and grandparents who are financially or otherwise dependent upon these breadwinners at this particular plant. So I come today first of all to say to you that I hope within your deliberations, I hope that within the work of the Congress, that you will help these companies arrive at a position that you would want them to arrive at if the three of you were members of the 650 employee contingent. Second, Mr. Chairman, I come to just raise with you in a very small way and to restate to you in a very small way, the whole question of monopolies as it pertains to some of the matters and some of the products that are manufactured by these two entities. I have not come today to suggest to you that I have any global or national understanding of what is before you, but I do know this--and I think if there is any area where Congressman Kucinich and I would agree, monopolies are bad. Bad for the country, bad for the consumer and in the end, really bad for the corporation because it does not create the incentive to do better, it does not create the incentive to be better. It does not create the incentive to think about how to create a different and more unique product. And I think in the area that we are talking about today, the critical importance of the products that are being manufactured, we need the very best. We need those products at the cutting edge and we need to be better than anybody in the rest of the world. So whether it is the private industry or the military, we need to assure that these products are in fact critically important. I have last come just to ask you to assist us. The water is kind of muddy. Mr. Chairman, on a good day, on a hot day in Cleveland, Lake Erie is green, blue or greenish-blue. You can stand our on Willard Park Garage and look out at our lake and it is a beautiful sight to behold. But every now and then, just like yesterday, we have a storm and that storm is very strong, that storm is very powerful. Sometimes if that storm rages long enough, that green or that blue or that greenish-blue lake is no longer green, blue or even greenish-blue. It becomes tan or even brown, but it becomes murky. You can no longer just stick your hand in the water and see your hand or see some of the fish at the docks, that swim by. I would suggest to you from my small seat on the sidelines, the issue of this merger, the real intent of the industries and the corporations that are involved in this merger, are like the morning after of a bad storm on Lake Erie. Their intentions are not clear, their commitments are not understood, they have not been forthright and direct about what their true intentions are. In my own small way, that kind of behavior has always bothered me, because I have found that when people I deal with or entities I deal with are not forthright, it is because they do not want to be, not because they do not know how to be. I hope, not on my behalf, but on behalf of the 650 families and the thousands of other people who are dependent upon them, and on behalf of our community, that you will keep them at the table and that you will force them to be forthright and clear about what their true intentions are, because it is only by assuring that we understand their clear and firm intentions that we can adequately protect those 650 workers, the thousands of people who depend on them, our community and indeed, just maybe, the United States of America. I thank you for hearing my remarks. I thank you for coming to Cleveland to look at this very important issue. Let me say to you that there are many, many people in our community who are depending on you to get to the bottom of what is going on, and we are convinced that it is only the Representatives of the Congress and the Congress, including the very esteemed and very honorable U.S. Senator, Michael DeWine, that will enable us to get where we need to go. And I do want to publicly, just as I end, thank him as well for the outstanding leadership that he has given to us. Thank you, Mr. Chairman. [The prepared statement of Mayor White follows:] [GRAPHIC] [TIFF OMITTED]59989.146 [GRAPHIC] [TIFF OMITTED]59989.147 [GRAPHIC] [TIFF OMITTED]59989.148 [GRAPHIC] [TIFF OMITTED]59989.149 [GRAPHIC] [TIFF OMITTED]59989.150 Mr. McIntosh. Thank you, Mayor White, I think you have indeed summarized the crux of the issue for us, particularly starting from that very first perspective of what does it do for the families whose jobs are at stake. And so thank you for coming and I will assure you, we will get to the bottom of this and leave no stone unturned in terms of finding out what is intended and what will happen. Mayor White. Thank you, Mr. Chairman. Mr. Kucinich. Thank you, Mr. Mayor. Nice to see you. Mr. McIntosh. Dennis, if you want to proceed with the questioning of the panel please do so. To each of the witnesses there, I appreciate your letting us be able to interrupt that with the testimony, so we were able to include that in the record. Mr. Kucinich. Mr. Chairman, I have a unanimous consent request. I have a number of documents, correspondence, et cetera, that I am going to ask be submitted into the record, if they may be. Mr. McIntosh. Absolutely, we will include those at this point in the record. 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I would like to start out by asking Ms. Loeb some questions. Are you familiar with a phone call that Mr. Bossidy made to me related to an assurance of AlliedSignal's willingness to purchase the Cleveland Pneumatic Co.? Ms. Loeb. No, Congressman, I am not familiar with that phone call. I am familiar with general statements. Mr. Kucinich. Are you familiar with a letter---- Ms. Loeb. The letter, yes, I am. Mr. Kucinich [continuing]. That Mr. Bossidy wrote. Ms. Loeb. Yes, I am. Mr. Kucinich. And this letter is substantially the same letter which--it mirrors your testimony today, would you not say? You are familiar with the letter? Ms. Loeb. Absolutely, yes. Mr. Kucinich. And you stand by this, of course, it is in your testimony; is that correct? Ms. Loeb. Absolutely. Mr. Kucinich. I read your testimony carefully and there is a point in your testimony which is on page 4, where you say the sale of CPC, Cleveland Pneumatic, or a portion, may not of course be the only solution to the problems posed by the BFG/ Coltec merger, but it is an easy solution. When I heard you say that and I read your testimony, you are saying ``a portion.'' Is not the Cleveland Pneumatic Co. an integrated manufacturing facility? Ms. Loeb. Congressman, based on the information we have-- and obviously at this point it is still limited--it is our understanding that there are several facilities that are a part of that business. And we believe that we could operate a strong competitive landing gear business going forward without buying all of Cleveland Pneumatic, if buying all of the business were an obstacle to being able to sell us something that would enable us to compete. Now it has always been our understanding that the crux of Cleveland Pneumatics is Cleveland, and that there are other aspects of the business that may be assembly facilities or something like that. The other thing that we have said is that--and I would like to make sure this clarification is here--that we would like to buy a business and we look to a business to mean an ongoing business with workers employed and contracts to fill that business. Mr. Kucinich. And that is substantially what this letter says and what your statement was. Now do you foresee any possibility or set of circumstances where BFGoodrich and AlliedSignal could, let us say, come to an agreement, which would still close the Cleveland Pneumatic Co.? Ms. Loeb. Congressman, do you mean in the context of settling the litigation? Mr. Kucinich. I will run it by you again. Do you foresee any set of circumstances, do you have any knowledge of any set of circumstances, under which BFGoodrich and AlliedSignal could come to an agreement where you would jointly decide in an agreement to shut the Cleveland Pneumatic Co.? Ms. Loeb. The first thing is that AlliedSignal will never agree to shut the Cleveland facility, that is not a decision that we could or would make. It is possible--we are, as you know, pursuing---- Mr. Kucinich. When you say could or would make, you mean because you do not own it. Ms. Loeb. Because we do not own it. Mr. Kucinich. Right. Ms. Loeb. And we have made every attempt, in fact, to buy it, so that we could keep it open and invest in it. So as you have heard Mr. Linnert say again today, it is the ongoing decision of Goodrich and the unwillingness of Goodrich to sell us that business so that we can operate it, that is the obstacle. Mr. Kucinich. But it is possible you could conclude your differences with BFGoodrich without that plant being at issue. Ms. Loeb. It is possible that our wheels and brakes business could be protected as an ongoing business through some form of settlement. It is conceivable to me that it could be, without our being able to obtain Cleveland. And that, as I said, is something that we ourselves cannot resolve. Mr. Kucinich. Mr. Bauer, can you foresee any set of circumstances where if BFGoodrich and AlliedSignal came to an agreement which did not involve the Cleveland Pneumatic Co. and in effect resulted--as a secondary result--would mean the closing of Cleveland Pneumatic, could you foresee that kind of an agreement passing a competitive--an anti-competitive test? Mr. Bauer. Let me start out, Congressman, by saying that while I think I know a fair amount about antitrust, I do not know nearly as much about the dynamics of this industry. But the picture that I have tried to portray was that the impact, the competitive impact that would flow from this merger would be to unite in a single entity all of the domestic production for the design and manufacture of certain landing gears. Now as you know, there is at present a strategic alliance agreement between Coltec, which is one of the entities to this merger, and AlliedSignal, which as presently designed, gives AlliedSignal certain measures of protection. I should say two things---- Mr. Kucinich. I am familiar with that and I do not want to go too much into that right now. The thing that I want to do, with all due respect, is to go back to AlliedSignal and point this out to the Chair that it is possible that we could--you know, I am looking at AlliedSignal's qualification here where they talk about a portion of CPC, and in looking at that statement, I am comparing it with the letter that the chairman or the CEO, Mr. Bossidy, wrote to me, which did not talk about a portion. As I look at that, what occurs to me is the possibility--on one hand you have BFGoodrich, which has said Cleveland Pneumatic is not for sale, but it is very clear that they could shut it down without selling it. And on the other hand, you have AlliedSignal, which, while they state verbally and in writing that they are interested in purchasing Cleveland Pneumatic, but they are not selling--BFGoodrich is not selling--they well could be in a position where they come to an agreement where Cleveland Pneumatic is left out of the picture. And I am letting you know, Mr. Chairman, that this is something that we need to keep an eye on, because while the Justice Department essentially passed this decision along to the Federal Trade Commission, I would like to state publicly that if there is any set of circumstances in which AlliedSignal comes to an agreement with BFGoodrich and Cleveland Pneumatic is kept out that, that I would be prepared to vigorously pursue action before the Justice Department to make sure that the competitive aspects get reviewed, because they have not been reviewed before the FTC in this manner. Nor have they been reviewed by the Justice Department--or by the Defense Department, which is something that Senator DeWine pointed out. So I would like Mr. Linnert to answer some questions about his company's plans for a landing gear facility here in Cleveland. Now this plant currently employs approximately 650 workers, many of whom are constituents of mine or constituents of Congresswoman Stephanie Tubbs Jones. I am concerned about what is going to happen to their livelihood if BFGoodrich decides to close this facility, which they say is not for sale, after its merger with Coltec. On the day the merger was announced, Mr. Burner, the chief executive officer of BFGoodrich, sent me a letter stating that aside from employees who would lose their jobs when the company moved its headquarters to Charlotte, ``none of these other 3,400 [by the way] Ohio-based jobs would be affected by the relocation of the headquarters.'' I will refer to this as exhibit No. 1, Mr. Chairman, to Mr. Linnert, have you seen this letter? Mr. Linnert. Yes. Mr. Kucinich. To the best of your knowledge, was this a truthful and accurate statement? Mr. Linnert. Yes. Mr. Kucinich. In fact, when you testified before this committee on June 19, you said again that no decision has been made about the future of the Cleveland landing gear facility, is that correct? Mr. Linnert. That is correct. Mr. Kucinich. Do you still stand by this statement? Mr. Linnert. That no decision has been made about the future of the Cleveland--yes. Mr. Kucinich. I would like to draw to your attention these documents that you have in front of you. The first document is a February 24, 1999, memo from Hank Borisenko to Jack Carmola. Can you tell me who these people are, Mr. Linnert? Mr. Linnert. Jack Carmola is head of the Cleveland landing gear business. Mr. Kucinich. Mr. Borisenko? Mr. Linnert. I do not know who Mr. Borisenko is. Mr. Kucinich. He is a general manager in the BFGoodrich finance department. Now this memo describes cost improvement projects that would be part of the company's restructuring after the merger. It provides in great detail an estimate of the revenues that would be generated by selling the land, buildings, equipment and the cost of severance pay for the Cleveland employees. I would like to draw to your attention in particular, the third page in this, where it says ``Specific actions to determine the restructuring reserve for landing gear operations.'' The memo identifies two facilities, the Cleveland manufacturing operation and the Cleveland plating operations that ``can be closed within the first 18 to 24 months.'' It goes on to state that ``closing of the Cleveland and Plating operations is estimated to impact 583 employees'' including 334 employees represented by the UAW local 2333. The second document, which I believe is dated March 1, 1999, goes through a similarly detailed financial analysis related to the ``Cleveland closing.'' Now these are pretty specific documents, do you not think? But according to your testimony, there is no specific plan to close the Cleveland facility. Is that correct? Mr. Linnert. That is correct. What we have said--and I said it in my written testimony and I have said it orally today-- there was a preliminary study done based on BFGoodrich data only. The documents that you are referring to are the documents that relate to that study. No study has been shown to senior management, no decision has been made by senior management, and in fact, what senior management has said and I read from Dave Burner's letter a short time ago, a study will be done. Mr. Kucinich. Well, I appreciate that, Mr. Linnert, that a study will be done. But this is the third document I referred to now. On January 6, 1999, a month before that memo was written, a group of---- Mr. Linnert. I am sorry---- Mr. Kucinich. On January 6, 1999, I am going to refer now to document four. On January 6, 1999, a month before the memo was written, a group of BFGoodrich and Coltec executives held a meeting to discuss the pros and cons of the combined companies' landing gear facilities, including the labor relations climate at each facility. This next document dated January 8 are the typed notes from that meeting, which you saw at the last hearing. They were sent from Ernie Schaub to Jack Carmola and Roger Wright. Now we know that Jack Carmola is the vice president of the BFGoodrich landing gear division. Can you tell me who these other people are? Mr. Linnert. Jack Carmola, I think his title is general manager, but he's head of the landing gear division. Roger Wright is his counterpart for Menasco, which is Coltec's business. Ernie Schaub, the gentleman who wrote the memo or wrote the notes, is the vice president--group vice president for one piece of aerospace, which does include wheels and brakes and landing gear. Mr. Kucinich. So these are pretty senior people. Now the notes say, ``we thought that the following actions should occur if we are to meet as many of our ideal-world objectives as we can: `1. Close . . . Cleveland and Plating.' '' Now according to the attached document, listed first under the company's objectives, ``no union.'' Now do you intend to close the Cleveland facility as a way to eliminate union jobs? Mr. Linnert. Absolutely not. In fact---- Mr. Kucinich. Is the fact that the Cleveland work force is unionized going to be a factor in your decision as to which facilities to lose? Mr. Linnert. Absolutely not. As I testified before, three of our six landing gear facilities are represented by unions and this memo, as it says up in the first paragraph, this rating is obviously very subjective and the reason for that is they did not have access to the Coltec operating data. Mr. Kucinich. And may I ask you, these are documents that you turned over to the Department of Defense as part of the review of the proposed merger. Attached to this letter dated February 1, 1999 from BFGoodrich's attorneys to the Department of Defense, is a chart dated January 29, that evaluated the combined company's landing gear facilities in terms of equipment, people and expansion capability. Only one of those five facilities got a down arrow for all three categories. And this is document five, which I wanted to submit into the record. Can you tell me which facility it was that got the down arrows in these documents submitted to the Department of Defense? Mr. Linnert. Yes, the Cleveland facility. Mr. Kucinich. And did Cleveland get the down arrow in the category of people because they are union members? Mr. Linnert. I do not know that. Mr. McIntosh. Excuse me, Mr. Kucinich, can I interrupt you just 1 second? Mr. Kucinich. Yes. Mr. McIntosh. Mr. Linnert, you have said repeatedly that they made this analysis without the Menasco data, but the second paragraph of Mr. Kucinich's document No. 4 has the following sentence in it: ``A summary of both the Menasco and the BFGoodrich facilities is attached. As part of this review, we rated the plants as shown below.'' That seems to imply they were considering the data from both corporations. Mr. Linnert. No. The very next sentence, Congressman McIntosh, says ``The rating is an overall rating and is obviously very subjective.'' The reason is that our people legally were not allowed to have the operating cost data or competitively sensitive information from each other's business until we close the merger. And in fact, the letter to the Department of Defense transmitting the document that Representative Kucinich was referring to says in the cover letter, ``To restate the January 29 letter, the merger review has not progressed to the point at which detailed information necessary to create and decide upon such actionable plans can be shared.'' So these folks did work based on Goodrich data only. Mr. McIntosh. So the different plants listed here--and I do not know all the different facilities--those are all Goodrich facilities? Mr. Linnert. No, I can help you with that. Oakville is a Canadian facility, that is a Coltec facility. There are actually two facilities in Washington, Tullahoma is a facility in Tennessee, that is a BFGoodrich facility. Dallas is a Coltec facility and then Cleveland is a Goodrich facility. And then there is one that is not on here, it is in Poland. Mr. McIntosh. Well, then when it says, for example, expand Oakville, the cost for machinery is $20 million---- Mr. Linnert. I am sorry, where are you at? Mr. McIntosh. Page No. 2 of that exhibit. Mr. Linnert. The February 1 letter? Mr. McIntosh. January 6 meeting notes memo. Mr. Linnert. Which page are you on now, page 2? Mr. McIntosh. It is the second one in the order I have got. It is BFGoodrich document---- Mr. Linnert. I see where you are saying. Mr. McIntosh. That $20 million, that came from a BFGoodrich estimate? Mr. Linnert. Yes, whatever our projected costs are for expanding the facility, that is what they would have used. Mr. McIntosh. Even though it is a Coltec facility? Mr. Linnert. Yeah, I assume what they did is apply a standard expansion metric to any facility. Mr. McIntosh. And Mr. Wright was participating in this meeting from Coltec. Now if he said we can do it differently than that, that would not have been reflected in the meeting? Mr. Linnert. I would have assumed it would have been. Mr. McIntosh. So presumably he agreed that---- Mr. Linnert. As an expansion cost number, yes. Mr. McIntosh. I am a little puzzled on your assertion that this is based on BFGoodrich data alone since they were analyzing the plants owned by both companies. Mr. Linnert. Well again--go ahead. Mr. Tubbs. Mr. Chairman, I think that there is a little bit of difference here. What Mr. Linnert is saying is that we never allow them to talk in terms of operating data, so on an ongoing basis, it would be hard for them to know whether a plant is going to operate effectively in the future. When you are doing rough cut expansion analysis, you can look at a building and you can say (a) do I have enough land to expand, how many square feet do I need, what is the normal cost of expansion, is it $10 a square foot, $20 a square foot. So you can do rough cut analysis. The fact that it is not $20.65 tells me that that is a rough cut analysis and that--engineers who are making that will make those kinds of judgments. Mr. McIntosh. And your point would be further reflected on the second page where it says ``ongoing savings, 400 people, assume $80,000 per year,'' that obviously is an assumption. Mr. Tubbs. It is an assumption based upon an average salary, is what my guess would be. Mr. McIntosh. Let me ask both of you and then I will return the questioning to Mr. Kucinich, because I interrupted his time, but do you anticipate there being significant changes of those assumptions once you get the actual data? Mr. Tubbs. Those assumptions on average cost of expansion, I do not think you will have a 50 percent difference in that, I think you might be able to fine-tune it in order to know what, you know, once you start going to do your purchasing. Mr. McIntosh. And the same thing on the $80,000 estimate? Mr. Tubbs. Your average cost per employee fully loaded is a general number. Maybe it is 77.3 versus 78.6, but it is not going to be a 50 percent difference. Mr. McIntosh. So just an observation and conclusion. I mean, I understand you are saying maybe they have not done any actual detailed review and that is yet to come. But based on what you are telling me right now, I think it is fair for us to assume the corporate personnel have a pretty good idea---- Mr. Tubbs. No, because you are still not looking at how well a plant runs. That is fine to say if you do close it, what will your costs be. That does not reach the question of should you close it because it is not operating efficiently or it cannot operate efficiently. Mr. McIntosh. So the missing data from this memo is the sales or profit attributable to the plant. Mr. Tubbs. No, it is throughput, it is number of units you can make. It does not reach your age of equipment, to judge throughput and things like that. It does not give you any operating rates and any of that kind of stuff. So it is not just a P&L, you cannot just depend upon P&Ls to do that. Mr. McIntosh. Thank you. Excuse me for interrupting you. Mr. Kucinich. I appreciate the Chair's questioning, because you are, as usual, getting into the heart of the matter as far as the intent here. Now on November 23, 1998, BFGoodrich CEO David Burner, in a letter to me, wrote that the proposed merger would not affect any manufacturing jobs in Ohio. We have documents, however, which I believe show that BFGoodrich planned to close the Cleveland facility long before Mr. Burner made that statement. Now, Mr. Chairman, I would like to show two letters written by Mr. Burner to the BFGoodrich Board of Directors concerning this merger. The first letter, written November 19, 1998, states that the merger also creates the opportunity for significant savings through the elimination of duplicative costs and improved operating efficiencies. The social, family and community implications are serious and significant. Now Mr. Linnert, what do you suppose Mr. Burner meant by that? Was he referring to closing some of the landing gear facilities? Mr. Linnert. Could you refer me to where you were, Congressman? I was trying to find the document, but I think I have got it. The November 19 letter? Mr. Kucinich. I will just continue. Now in a followup letter written the next day, Mr. Burner attached--this is document 7. I am now going to refer to document 8. Mr. Linnert. OK. Mr. Kucinich. In a followup letter written the next day, Mr. Burner attached a summary of opportunities for synergies which included, ``estimated consolidation costs savings'' for landing gear manufacturing, $10 million in the year 2000 and $15 million in the year 2001. Here it is right here. It has been redacted as far as the numbers. ``Estimated consolidation cost savings.'' Now can you tell me, Mr. Linnert, where those specific consolidation savings from landing gear manufacturing are going to come from? Mr. Linnert. From looking at this, my belief is that the estimate for landing gears, sensors and MRO consolidation, all were estimates done by BFGoodrich people. Mr. Kucinich. Where did the $10 million come from? If they were done by your people, would you like to speculate where that $10 million would come from? Mr. Linnert. You mean what the form of consolidation was it that was the underpinning for this study? It could have come from a lot of things, it could have come from reducing from two or three shift operations to one shift, it could have come from becoming more efficient, I just do not know. Mr. Kucinich. Now even before that, in a document titled ``Acquisition Overview'' dated November 16, 1998, which discussed the proposed merger under the header ``Implementation Plan,'' on page 4 is the statement, ``Our consolidation plan for the merged enterprise has four main elements. The two landing gear manufacturing entities will be combined and rationalized.'' It then refers to Attachment C, which is the same chart referred to by Mr. Burner, showing savings of $10 million in the year 2000, and $15 million in the year 2001. This is exhibit No. 9, Mr. Chairman. Now Mr. Linnert, do you still expect us to believe that these specific savings do not refer to a specific plan for consolidation? Mr. Linnert. Yes. What these refer to is an estimate that was done by Goodrich people. And as you can see from the same chart, they looked at various overlaps between the company--it was not limited to landing gear only, it also included sensors and MRO. The detailed data to do an action plan as opposed to an estimate, is not available, we are not allowed to share that data. Mr. Kucinich. Well, you know, I think you could expect us to accept an answer, but I just wonder if Wall Street would accept the numbers that were not backed up by any specific plans for consolidation. In a November 2, 1998 letter from Les Vinney, the company's vice president of finance to David Burner, Mr. Vinney wrote, ``Attached is the Project Runway analysis. We have run our models using various assumptions agreed upon by CS First Boston and Morgan Stanley. These assumptions include: Synergies of $36/67/80 MM in the years 99-00-01, respectively.'' Now Mr. Chairman, this is document No. 10, which I will submit for the record. Furthermore, BFG's presentations to Moody's and Standard & Poor's also included estimates for savings from landing gear consolidation of, guess what, $10 million in 2000 and $15 million in year 2001. And these are documents that BFGoodrich presented to Moody's Investors Service November 19, 1998, which I want to submit for the record; and here is what BFGoodrich presented to Standard & Poor's November 18, 1998, exhibit No. 12, which I would like to present to the record. Now Mr. Linnert, do you still stand by your statements that these saving estimates, which you are using to sell the proposed merger to Wall Street investors, do not include specific estimates from closing any particular facility? Mr. Linnert. They may include an estimate for a facility, not a specific facility. They may include downsizing a facility. I do not know exactly what they include. Those are estimates. When you said CS First Boston, that was the investment---- Mr. Kucinich. So a facility does not mean a specific facility, just a facility, is that what you are telling this committee? Mr. Linnert. Yes, because again, what you have seen in that prior study, one of the options involved other facilities besides Cleveland. Mr. Kucinich. As we see from the record, however, Mr. Chairman and Mr. Linnert, all the documents which were present in the records concerning BFGoodrich's intentions, all of them involved the closing of the Cleveland facility, notwithstanding your testimony to the contrary. Mr. Linnert. So there is no misunderstanding, we have never said we were not going to do a study. We never said we were not going to consider closing a facility or other consolidation opportunities. What we have consistently said---- Mr. Kucinich. No, I understand that from the record, because you had to say that in order to pass muster with Wall Street. I have documents here from Moody's and Standard & Poor's which makes it very clear that you made--that BFGoodrich made statements that consolidation was part of their goal here--it is very clear. Mr. Linnert. We have always said that. Mr. Kucinich. Now according to David Burner, the first time the merger was discussed was at a dinner meeting between the CEOs on October 14, 1998, and this was followed up by a meeting in New York City on October 21. Did you attend that meeting? Mr. Linnert. Yes. Mr. Kucinich. And do you know where the meeting took place? Mr. Linnert. It took place at the Pierre Hotel. Mr. Kucinich. The Four Seasons Pierre Hotel, is that correct? Mr. Linnert. The Pierre Hotel is the only name I know. Mr. Kucinich. Do you know if the topic of closing of any landing gear facilities was discussed at the meeting? Mr. Linnert. My recollection is that we discussed the synergies that could be obtained from various combinations. Headquarters, landing gear, sensors and maintenance, repair and overhaul operations were all---- Mr. Kucinich. When you say synergies, what do you mean by synergies? Mr. Linnert. Some type of cost savings or improvements in efficiency or another synergy, for instance, is Coltec is a highly leveraged company, we would be able to refinance all their debt, that would be a financial synergy. It would result ultimately in some kind of cost savings or efficiency improvement. Mr. Kucinich. Now Mr. Chairman, I would just like to submit for the record that, according to Webster's Dictionary, synergy is defined as a combined action or operation. I have one more question. I would like to show Mr. Linnert a set of handwritten notes taken at that October 21 meeting in New York City. This is exhibit 13, for the record. I would like for Mr. Linnert to look at page 4, a little more than halfway down the page, it says ``$50 million synergies, landing gear, \1/2\ in 12 months, all in 2 years'' Mr. Linnert, I believe that this document, these handwritten notes from the meeting at the Four Seasons Pierre Hotel, demonstrates that BFGoodrich knew from the beginning that it was going to close the Cleveland landing gear facility. And I believe that this document, which was not in the possession of the FTC and not in the possession of the Department of Defense, needs to be in the possession of the U.S. Justice Department so that we can see if an appropriate antitrust review can be done from another level. Mr. Linnert. Congressman Kucinich, for your---- Mr. Kucinich. And I would appreciate your response, of course. Mr. Linnert. Sure. The sentence that you are quoting included a number of things. It said $50 million in synergies-- corporate headquarters, overhead, landing gear, \1/2\ in 12 months, all in 2 years. It included a list of where possible synergies were. What is missing is financial synergies, as I mentioned, and the sensors, which you have seen on other charts as well as MRO. In terms of antitrust analysis, I will go back to what we said earlier, this transaction received unusual scrutiny in terms of an anti-competitive review. The Department of Defense took 4 months, and the Department of Defense not only reviewed it against their own merger guidelines, which do include anti- competitive review--not only did they do that because AlliedSignal and Crane opposed our merger, they went in with their antitrust and anti-competitive arguments--full analysis by DOD. More importantly, Congressman Kucinich, the Federal Trade Commission, who is charged from a regulatory basis, with looking at that issue, took 5 months. They gave AlliedSignal the opportunity to not only interact with the staff, but with each Commissioner, including the Chair, and Crane also. And at the end of that process and an exhaustive analysis, they came to the conclusion they would not object to this merger. That does not mean Allied does not have a right to be in court. That is fine, we will meet---- Mr. Kucinich. Nor does it mean that this committee does not have the right to ask questions that perhaps the regulatory agencies did not. Mr. Linnert. Congressman Kucinich, as you know, we have fully cooperated with this committee in every---- Mr. Kucinich. And you have, and I think we are all grateful. Thank you very much, Mr. Chairman. Mr. McIntosh. Thank you, Mr. Kucinich. Thank you for bringing that document to the committee's attention. Let me turn now to our guest, Congresswoman Jones, if you have any questions for this panel. Ms. Tubbs Jones. I know that time is awasting here, so I am going to try and be brief. I will not try and review all the questions that my colleagues have previously asked. But having had the opportunity to sit as a judge in a preliminary injunction on many instances, I wanted to ask Professor Bauer, in the litigation that you were testifying in, who in fact was the other hired--the battle of the experts, who appeared on the other side on issues that you raised, sir? Mr. Bauer. Congresswoman, I should correct. Two things---- Ms. Tubbs Jones. You were a consultant, excuse me. Mr. Bauer. I am a consultant and I am an attorney of record. There has yet not been a trial and therefore there has not yet been testimony. The trial is scheduled to start July 12. Ms. Tubbs Jones. So you are saying that the judge in this instance granted a preliminary injunction without any hearing? Mr. Bauer. No, there was a hearing. Ms. Tubbs Jones. That is what I asked about. Mr. Bauer. There was a hearing, but the hearing involved-- the judge at that hearing, the hearing was held on April 30, which was the day the merger otherwise would have closed. Ms. Tubbs Jones. OK. Mr. Bauer. At the hearing, counsel for AlliedSignal, Coltec and BFGoodrich made presentations to the judge, and there were voluminous documents presented to the judge, but there was no testimonial evidence actually heard in court. There were of course---- Ms. Tubbs Jones. Well, then your statement, Professor Bauer, did you provide a written statement to the attorneys for AlliedSignal to present to the court? Mr. Bauer. I did not. Ms. Tubbs Jones. OK. Mr. Bauer. I mean I certain---- Ms. Tubbs Jones. So you have not ever testified in open court on this particular issue in this case. Mr. Bauer. Nor am I scheduled to do so. Ms. Tubbs Jones. Nor are you scheduled to testify. Mr. Bauer. Right. Ms. Tubbs Jones. How is it then that you come here to be a witness? Mr. Bauer. Well, I have served as a consultant to AlliedSignal and I---- Ms. Tubbs Jones. And you were invited by? Mr. Bauer. The committee. Ms. Tubbs Jones. OK, I want to understand. Is there another person that serves on the other side in a similar capacity that might be of interest to me to hear, that raises the same issues that you raise? Mr. Bauer. Well, I assume that both BFGoodrich and Coltec have engaged antitrust experts---- Ms. Tubbs Jones. But as a consultant then, in preparation for a trial, you do have the opportunity to review deposition testimony or whatever else of another person on the other side to assist counsel in making arguments; is that a fair statement? Mr. Bauer. To be sure. Ms. Tubbs Jones. Have you done that? Mr. Bauer. No, I've done it only on a very limited basis. Ms. Tubbs Jones. OK. Well, briefly then, tell me what an expert that would sit on the other side of this issue would say in response to your statements with regard to the monopolistic result of this merger. And the only reason I am asking this is because having, as I said, been a judge, I always like to hear both sides of an argument before I reach a conclusion. Mr. Bauer. Well, Congresswoman, I feel somewhat sheepish trying to--I guess the phrase is--be the devil's advocate. Ms. Tubbs Jones. Do not feel sheepish, I am giving you an opportunity to be bold. Go ahead. Mr. Bauer. No, I appreciate that--and to articulate the views to support this merger. Mr. Tubbs showed the committee this op ed piece from the South Bend Tribune that appeared last week by Kevin Arquit. Mr. Arquit is a former high staff member in the Bureau of Competition at the Federal Trade Commission, and he attempted to identify considerations which would support the FTC's decision not to go ahead. If you read Mr. Arquit's testimony, he--excuse me, his article, do you have that in front of you? Ms. Tubbs Jones. Yes, I do. Mr. Bauer. In the second column, you see he says, ``Although market share is an important consideration to any merger,'' and those were the HHI numbers that I referred to and Mr. Tubbs dismissed, he says, ``they are by no means the only determinant.'' And he identifies in his opinion other key factors. And I would refer those to you. Ms. Tubbs Jones. Hold on a minute, Professor Bauer. Since Mr. Tubbs is here to testify, I can ask him those kind of questions. Let me refer then to your own statement. Let us go to page 7. It says, ``In short, the potential impact of this merger on competition in the landing system market is devastating.'' And it skips on and then you have, ``merger to monopoly.'' What would someone sitting in your role on the other side say in response to your statement ``merger to monopoly?'' Mr. Bauer. Well, I think, Congresswoman, perhaps someone would say two things. Monopoly, of course, requires defining the relevant market. If the relevant market is worldwide rather than only domestic, then there are two firms, and so instead of having monopoly, there is a duopoly. That is one response. Certainly a second response, somebody sitting on the other side of the fence from me would say that there are strong buyers in this industry and particularly firms like Boeing and Airbus. And so that there is countervailing buying power, which would offset the countervailing selling power on the part of the monopolist. A third argument that somebody sitting in my opposite position I think would say is that there are efficiencies which would flow from this merger. Certainly there are always efficiencies which flow from any merger. The question--again now taking my own position, the question is what are those efficiencies, from what do those efficiencies flow and of course one of the things we have talked about this morning is that the alleged efficiencies may flow from the closing of a plant. And then, of course, to the extent that there are efficiencies, are those offset by anti-competitive effects, because section 7 of the Clayton Act, the final phrase says that a merger is unlawful when there is a reasonable probability of a substantial lessening of competition. Substantial lessening of competition means that the anti- competitive effects outweigh the pro-competitive effects. But somebody attempting to defend this merger, I believe, would talk about potential pro-competitive effects from the merger. Call them synergies, that is a nice word; call them efficiencies; whatever. Mr. Tubbs. Congresswoman---- Ms. Tubbs Jones. I appreciate--I will get to you in a minute. Professor Bauer, let me ask you another question. I appreciate your response to my question, you did a good job. It was not hard, it did not hurt you, did it? Mr. Bauer. Well, you know that this is what a law professor does; you ask the question of one student and then you ask the same question---- Ms. Tubbs Jones. So it is like being the student instead of the law professor. Mr. Bauer. You are putting me on the spot. Ms. Tubbs Jones. Not intentionally, please know that. Let us talk for a moment about a statement that Mayor White made, which was the human element of the result of this merger. Can you elaborate, if you will, step aside from the legal and the ethical--well, I do not want to go ethical--the legal side of it for a moment and say, based on your review, what the human element of the--or impact of this merger might be. Mr. Bauer. I think every person in this room is sensitive to the potential human element. And the human element is the ability of people who are capable of working hard, who have put in substantial years for a company working hard, who have done their best and who may lose their jobs, their livelihoods and the impact that that is going to have both on them, on their families, on their communities. And I think nobody is insensitive to that. I think, if I can--again, you are asking me to view this in a larger sense--from an antitrust perspective, what antitrust is designed to do is enhance competition because it is competition which will, as I said before, increase innovation, make for better and less expensive products or services; and then I said in my testimony this morning, and indirectly increase jobs. But it may well be, and I think we all recognize that, there may be situations in which competition may---- Ms. Tubbs Jones. Dr. Bauer, can you hold on 1 second? Our esteemed chairman has to make a leave and I want to give him an escape route, so why don't you just stop for a minute and let me---- Mr. McIntosh. I will excuse myself and thank you, Congresswoman Jones. Let me now turn over the Chair for this proceeding to Representative Kucinich and let me particularly apologize to the next panel and the representative of the UAW. I will be reading your testimony with great interest and wish I could stay to hear it personally. But Dennis and I will catch up when we are back in Washington about a week from now. This has been a very helpful hearing and very helpful for me in understanding the dynamics here. Please continue and I look forward to looking at the full record. Thank you. Mr. Kucinich [presiding]. Thank you very much, again, Congressman McIntosh. Good luck to you and have a safe trip home. Thank you. Please proceed, Congresswoman. Ms. Tubbs Jones. Dr. Bauer. Mr. Bauer. Yes, you were asking me about the---- Ms. Tubbs Jones. The human element, right. Mr. Bauer [continuing]. Role of the potential loss of jobs. I think antitrust scholars and economists recognize that in some situations, competition will be enhanced and the welfare of the society at large will be enhanced, even though it may result in the loss of jobs. So I do not think one can take the position that the potential loss of jobs is itself sufficient reason to say that a merger should not go ahead, or other kinds of business activities go ahead. I think in this case what you have is a joining of various elements. That is, my position is that this merger is harmful to competition, it is harmful to consumers because it may result in higher prices and less diversity. And in addition, it results in substantial impact on local economies and the loss of jobs. So, Congresswoman, the loss of jobs by themselves are certainly not, in my view, looking at it from an antitrust perspective, sufficient to say the merger should or should not go ahead. But it adds to the mix and makes us even more concerned about the transaction. Ms. Tubbs Jones. Last line of questioning with you, Dr. Bauer. You are familiar, I am assuming, with the history of Allied and BFGoodrich and Coltec and BFGoodrich and Allied; correct? Mr. Bauer. Yes. Ms. Tubbs Jones. Does the fact that these three companies have had prior relationships impact your position on whether this merger is good for our country or bad for our country? Mr. Bauer. Mr. Tubbs--and I do not mean to mischaracterize it, so I am just going to paraphrase--referred to AlliedSignal as the bullies in the playground or the disappointed suitors. In my view from an antitrust perspective, it has no role whatsoever. Ms. Tubbs Jones. And that is because? Mr. Bauer. In order for a private litigant to bring an action to challenge a merger, the antitrust laws, section 16 of the Clayton Act, imposes certain requirements for a private litigant to seek injunctive relief for violation of the antitrust laws. In fact, in the 1980's, the Supreme Court, in two decisions, made it more difficult for private plaintiffs to bring an action. And in part, for reasons that were described this morning. We do not want people who are merely affected themselves to challenge a merger because they are unhappy. They can challenge it if, and only if, they can show that the merger is going to harm competition, if the merger is going to harm consumers. And so there are cases which require both antitrust injury and standing. The Seventh Circuit, in their opinion, I believe it was June 23, addressed that issue. The question, one of the questions that BFGoodrich and Coltec raised in their briefs before the Seventh Circuit is that these private plaintiffs are not properly before this court because they lack standing, they cannot show antitrust injury. They are just unhappy competitors. And the Seventh Circuit rejected that position, and I believe properly so. So the fact that they are unhappy, for whatever reason, is beside the point. The issue before the Court when the trial starts next Monday, and the issue I think that this committee is addressing is what is the impact under the antitrust laws, what is the impact on consumers, what is the impact on competition, what is the impact on national defense. And AlliedSignal and Crane are empowered under the Clayton Act, that has been part of the antitrust laws for a century, to take the position of the public. In fact, there is a phrase ``private attorneys general'' used to refer to people in the role of---- Ms. Tubbs Jones. It is like a taxpayer lawsuit. Mr. Bauer. So I guess that is my view, that to the extent that they legitimately assert competitive impact, that is what is in play here. Ms. Tubbs Jones. I am going to be a little more quick, but my last question to you, Professor Bauer is, in fact there are instances where preliminary injunctions are in fact granted and ultimately permanent injunctions are denied. Mr. Bauer. That is true in antitrust, that is true in all kinds of cases. Ms. Tubbs Jones. Right, right. Thanks. Let me quickly go to Ms. Loeb and then I am going to allow you gentlemen--ask you a few questions as well. Ms. Loeb, you stated that AlliedSignal would honor any UAW contracts of the employees at Cleveland Pneumatic Tool were you permitted to purchase Cleveland Pneumatic Tool. Are all the employees of Cleveland Pneumatic Tool or the Cleveland branch union employees? Ms. Loeb. I do not know that. Mr. Linnert might be able to answer that, but I can tell you that---- Ms. Tubbs Jones. But you are representing whether they are union, no matter what they are, you---- Ms. Loeb. We plan, if we were able to buy the Cleveland Pneumatic business, it would be our intention to grow that business, and therefore, we want to honor the contracts and the terms of employment of the employees there. Ms. Tubbs Jones. Would you--go ahead, I'm sorry, go ahead. Ms. Loeb. To honor the existing contracts and to continue to employ the employees there. Ms. Tubbs Jones. Would you be willing to unionize or allow those that are not union, if there are any of those, to unionize? Are you willing to make that same commitment as well? Ms. Loeb. I do not know that, under the law, we have any ability to preclude anyone from unionizing. Ms. Tubbs Jones. That is not the question I asked you. It is a yes or no answer. Ms. Loeb. I think I just answered it to the best of my ability. Ms. Tubbs Jones. It is a yes or no answer, would you allow those that are not union to unionize? Ms. Loeb. I think the answer is I do not think we as a corporation have any ability to preclude anyone from unionizing and it is certainly not our intent and I think it is certainly not the spirit of the letters sent to Representative Kucinich by our chairman to in any way infringe with union activities. Indeed, it was our intent to make a very clear statement about our commitment to this business and to growing this business in Cleveland, that of his own initiative, Mr. Bossidy, our chairman, stated quite clearly our intent, if we were allowed to buy that business, to honor those contracts. Ms. Tubbs Jones. Except that we have seen historically that growing businesses in fact may mean that unions are displaced. Is that a fair statement? Ms. Loeb. I can tell you that it is not our intent. Ms. Tubbs Jones. Answer my question. The question was, we in fact seen that growing businesses often may well mean that unions are displaced. Ms. Loeb. I can tell you that I personally cannot speak to that. I am not trying to be evasive, I am not the company's employment lawyer, I am not familiar with that area of the law and that is why I am trying to speak about---- Ms. Tubbs Jones. But you are prepared to sit here and say then that if you were able to buy the business, unions would be able to stay. Ms. Loeb. I can say that because our chairman, Mr. Bossidy, clearly said that in a letter that was made public to Representative Kucinich, to Senator DeWine--our intent to buy this business and grow it. Ms. Tubbs Jones. OK. Ms. Loeb. And to honor contracts---- Ms. Tubbs Jones. And what I am trying to understand, is does grow include the possibility that unions could be displaced. Ms. Loeb. I can simply tell you I have not in any way ever heard anyone inside AlliedSignal suggest that that would be the case. Mr. Kucinich. The record has shown a statement, written statement, from Mr. Bossidy, which we have in the record, which states--and I would like to quote from that. I understand the Congresswoman's import of her question, it is well-taken, but the third point that he makes, ``If we are permitted to purchase CPC, we plan to continue to work with the current union, just as we work with the unions at other AlliedSignal's unionized facilities, and would honor the existing contract.'' That is what you are referring to. I think the Congresswoman is referring to something else. Ms. Tubbs Jones. Specifically I am saying that you say you would honor the union contract, but you are also talking about growth. And all of us recognize that sometimes when a company speaks to the issue of growth, it does not always mean that at some juncture you are going to honor the contract. How long is the contract, do you have any idea how long the UAW contract is? Ms. Loeb. No, we do not have access to that information. If I could just give some context to this, that I think is very important here, Congresswoman. And that is that our statements, I would hope, would be seen in the positive light in which they were made and that is that we recognize or believe, based on the documents that have all been presented here, that there is a significant possibility that the Cleveland Pneumatic facility here in Cleveland will be closed if this deal goes through. And in attempting to resolve our own antitrust concerns as well as to recognize that there was an opportunity to address the kinds of issues that have been addressed here today, including by Mayor White, we made an affirmative offer to buy a business that we believe would be at very significant cost. And rather than say that we will look for cost synergies, to take costs out of this business, we said--or to say we are going to look to deunionize this business--we said we recognize there is a UAW contract here, we affirmatively, positively want to work with the union here. We want to grow this business. Now beyond that---- Ms. Tubbs Jones. I understand what you are saying, but let me be clear on what I am saying to you. That I have seen instances wherein we are in a hoopla about an issue and someone steps up and says I will do it, I will take it, I will take it over, and make promises that are empty umbrellas. And so all I am trying to make an inquiry further on is your company is stepping up to the plate, making all these positive statements, I want to be clear on just what you are saying so we do not end up in a dilemma like we are now or questioning what those statements mean. That is the sole purpose of my inquiry. Ms. Loeb. And I can tell you that I believe the statements of our chairman were made in good faith and that---- Ms. Tubbs Jones. And I am not questioning his good faith. Ms. Loeb [continuing]. And that those questions that were made---- Ms. Tubbs Jones [continuing]. And I am allowed to inquire, so let me keep going so we can get through. Ms. Loeb. Sure. Ms. Tubbs Jones. What has been the history of your company's relationship with BFGoodrich? Ms. Loeb. We are competitors in the marketplace. I believe to a very limited extent, there may be some areas in which we buy component parts from each other or sell to each other. There has been a suggestion I believe made by Mr. Tubbs in his testimony that we had planned to buy BFGoodrich at some point. I can tell you unequivocally that that is not true. I can tell you that people have examined looking at many businesses inside the aerospace industry to determine whether or not they might be proper acquisition candidates. I can tell you, as someone who provided advice to people who asked whether that was do- able, that I absolutely and unequivocally advised that it was not. And so there is no broader relationship here. Ms. Tubbs Jones. Did in fact you sell a portion of your business to BFGoodrich? Ms. Loeb. No, we did not. Ms. Tubbs Jones. At no time? Ms. Loeb. At no time. Ms. Tubbs Jones. Did you sell some to Coltec at some point? Ms. Loeb. Yes, we had a very small--I reiterate, very small--landing gear business that we did not believe would be competitive against Messier or with BFGoodrich on its own. It was a very small landing gear business, limited to military, I believe the F-18 aircraft. We went to Coltec, and we said can we work together to team or partner in some way to become a more effective landing gear competitor against Messier and BFGoodrich, and they said to us we are willing to work with you but only on the condition, only on the condition, that you sell us that small landing gear business that you have and then we will become effectively--we will enter into what became known as the strategic alliance agreement--so that we would work together as effectively a third landing gear, integrated landing gear wheel and brake supplier. And we entered into a 10-year contract to do that. Ms. Tubbs Jones. What year was the contract? Ms. Loeb. It was in 1995 and it expires in 2005. Ms. Tubbs Jones. And according to the negotiation--excuse me, arbitration, that contract is recognized and still exists, is that correct? Ms. Loeb. Yes. Although I would like to say that I believe the scope of the arbitration panel's decision is much broader than has been characterized here. The arbitration panel simply said that they did not believe that this merger per se violated the strategic alliance agreement, but what they also said is that very significant protection would have to be put in place to protect our rights under the contract to enable us to continue to compete. Ms. Tubbs Jones. But it did recognize the agreement. Ms. Loeb. It absolutely recognized that there is an agreement, in effect, a legally effective agreement. Ms. Tubbs Jones. Thank you. Let me real quickly, Congressman Kucinich, ask a couple of questions of Mr. Linnert, please. Mr. Linnert, there has been some testimony in your letter and our discussions, you said that at some juncture, the Cleveland plant was considered to be closed. I am not talking about the area that Congressman Kucinich went through, but previously considered being closed, and it was not closed. Why was it considered--why did you consider closing Cleveland previously? Mr. Linnert. My understanding is when we acquired that facility in 1993, the equipment there, the condition of the plant, its productivity was not what we would have liked it to be. So we began to invest in that plant from 1993 coming forward. My understanding is it was a--there was a series of studies where it looked at--they looked at the efficiencies and productivity of that plant and said is there a better way to do this. Each time the decision was no, let us keep going and keep investing. And to date, a total of just under $30 million since 1993 has been invested in improving both facilities. Ms. Tubbs Jones. So what was it, if you are familiar with what Cleveland did that caused you to say no, we are going to keep it open, we are going to keep it open, we are going to keep it open? Mr. Linnert. My understanding, it was just the efficiencies and productivity of the plant, the all-end costs of manufacturing, I honestly do not know more than that. Ms. Tubbs Jones. So if it is efficiencies and productivity, are those areas that would have to be considered by you or Coltec or whoever, before you would consider closing Cleveland, if, as you say, the decision has not been made to close Cleveland? Mr. Linnert. Yes, when the study is done, at each of the facilities, those are important things that will be looked at, you know, in terms of what the operating efficiency is, what the quality of operations is; as Bob mentioned before, what the throughput is. Those will all be looked at. And I say that the evidence that Goodrich is committed--as Congressman McIntosh said at the start of this hearing, one of the purposes here is to make sure folks have a fair chance to compete. That is what we want too. Our investment in Cleveland indicates we are trying to make that happen. We just negotiated a new energy supply contract for that facility, getting a discount. We are talking to the folks there about the cell form of manufacturing. I think those are evidences, we want that plant to compete and compete well. Ms. Tubbs Jones. You recognize that Congressman Kucinich, Mayor White, Congresswoman Jones, the UAW in the back, we want the opportunity to compete. Are you prepared then to make a statement that you are going to give the Cleveland plant a fair opportunity to compete in the decisionmaking if this merger goes through? Mr. Linnert. Absolutely, Congresswoman. And not only are we going to give it a fair chance to compete, we are doing everything to make sure it has that chance. As I mentioned earlier, we are going to meet with Governor Taft's staff to look at whatever offers or whatever help they can think of in providing to make it more competitive. We will explore all opportunities, yes. Mr. Kucinich. Excuse me, Congresswoman, but the gentleman can state that without having done a study? Mr. Linnert. That we will give it all opportunities? Mr. Kucinich. Please continue. Ms. Tubbs Jones. I have to laugh, Congressman, let us lighten up a little bit here. I even lost my train of thought, hold on a second. Mr. Kucinich. Talking about keeping it open. Ms. Tubbs Jones. Oh, I know. As an attorney, Mr. Linnert, you recognize the concern that is being expressed by my colleagues and me with regard to the inconsistencies, for lack of a better term, in the different paperwork that we received with regard to the proposed merger, as well as the documents that were presented for testimony. You recognize our concern. Mr. Linnert. Yes, ma'am. Ms. Tubbs Jones. And were you seated, as Congressman Kucinich and I are seated, you would have that same concern about leaders of a company who have presented these differing presentations, is that a fair statement? Mr. Linnert. That is exactly why we have taken the time to meet privately and with this committee at every juncture to try to explain exactly what will be done going forward. I agree. We understand there is a concern and that is why we are here to address it. And we have tried to address it privately also. Ms. Tubbs Jones. But you understand why we are still leery. Mr. Linnert. Yes. Ms. Tubbs Jones. OK. Let me see--I would like to adopt as my own many of the questions that my colleagues have already asked. I do not want to go through much more of that. Let me now go to my brother, Mr. Tubbs--and that is a joke, for the record, Mr. Tubbs, and I have no relationship, though you could not tell by looking at either one of us. Mr. Tubbs, you wanted to respond to several of the inquiries that I had made earlier with Professor Bauer. Do you have your notes so you know what you wanted to say? Mr. Tubbs. I just wanted to talk a little bit about what Professor Bauer was talking about in terms of defining the market. That seemed to be a key question that we have talked about today. What market do we have and what does the airplane market look like. And I do want to point out to the committee that it was not too long ago that there were two producers of commercial aircraft in the United States, McDonnell-Douglas and Boeing, and now there is one, and it is McDonnell-Douglas- Boeing. And that company is having to compete worldwide against Airbus. So as we see the consolidation in the air frame market, you also begin to see the consolidation in the supply market. You have seen that with the United Technology/Sunstrand merger, you see that in the Honeywell/Allied merger. There was an article in today's Wall Street Journal about a similar consolidation in the railroad parts industry following the consolidation in the locomotive and freight car industry. So as we look at the market, we begin to see things begin to parallel at all levels, and when you look at this market over here, there is a lot of people supplying a lot of parts and a lot of different landing gear to a lot of different people. So I think that we have got to remember that we are talking as lawyers here, we like to carve things as closely as we can, we like to define markets and submarkets as closely as we can to make our point. But I think you have to step back and look at the overall picture. You have one extremely large air frame manufacturer in the United States, Boeing, competing against one extremely large worldwide air frame manufacturer. They are fighting real hard to survive and all of us who are in the supply chain are also trying to survive in that business. And I think we have got to step back and look at the whole picture on this. Ms. Tubbs Jones. Real quickly, this is my last question, I promise. Mr. Bauer was using your words to respond to one of the questions I asked him. Can you put yourself in Mr. Bauer's shoes for a moment and respond to the question I asked of him, which is the potential impact of this merger on competition in the landing system market is devastating. Could you support that argument? Mr. Tubbs. Can I support that it is devastating? No, I cannot support that it is devastating? No, I cannot support that it is devastating at all. I see multiple suppliers at all levels, I see a Boeing company and a Lockheed Martin with staffs of landing gear engineers who can do design. I can see that they own the landing gear at the end of it. I think at the end of the day, what you have is a very, very strong landing gear company being able to support its customers. So I do not think it is devastating at all. Ms. Tubbs Jones. What will we get--assume--well, the FTC and the DOD said they did not oppose the merger, and I am not taking a position, that is not my job at this juncture--but my question is on page 8 of Mr. Bauer's statement, he says, ``I would next like to address some of the case law in this area. What all of the cases, both the older and the more recent, reveal is that with respect to a horizontal merger, the primary concern is the extent to which the competition which formerly prevailed between the parties will be eliminated.'' If that statement is in fact true, what are we going to get in place of competition if this merger is permitted to proceed? Mr. Tubbs. Well, both Ms. Loeb and Professor Bauer sort of dismissed the idea of failing company and dismissed us being able to invest. But let me talk a little bit about what a Coltec is. A Coltec is a $1.2 billion company versus an about to be $45 billion Allied/Honeywell company. We are leveraged with about $600 million worth of debt. We need to have a partner like a BFGoodrich, so that we can invest, we can put the money into programs so that we are a stronger company. And this is not just about landing gear, Congresswoman. This is about fuel systems for helicopters, this is about gaskets that go in chemical plants, this is about compressors that go in every part of our infrastructure. These are all things that we make. This merger makes our company stronger across the board to be able to compete in many different markets. In the landing gear side of things, you are getting a much stronger company, who can now go and compete head on head with Messier-Dowty, maybe take in--maybe get an Airbus contract so that we can break the fortress Europe. I think you are getting a much stronger company as a result of this merger. Ms. Tubbs Jones. Ms. Loeb, lest I give the men in the room the last word, let me give you the last word. Ms. Loeb. I would like to say that we recognize that Coltec and BFGoodrich are both much broader companies than just their landing gear businesses, and indeed in some of those areas outside of landing gear, we also compete. We have not in any way objected to the merger with respect to any other aspect. We do hope they will be able to form a much more efficient company; however, this is what we believe is an unnecessary aggregation of market power, specifically in landing gear, in a way that will affect not only competition in landing gear, but also affect competition in wheels and brakes and unfairly, contrary to the law, unfairly preclude us from being a competitor going forward and preclude consumers--and in this instance you have heard many consumers, the airlines, make clear their concerns about this--preclude the consumers from getting the benefit of a true third competitor out there. Ms. Tubbs Jones. I am done, Congressman Kucinich, thank you very much. Mr. Bauer. Congresswoman, could I respond for 30 seconds? Ms. Tubbs Jones. Sure. Mr. Bauer. Mr. Tubbs failed to see my problem, my characterization of the merger as devastating. The Sherman Act was enacted in 1890 and it has two essential premises. One, that competition is good; and two, that monopoly is not good. Presently in the landing gear portion of this market, there are two vigorous American companies. After the merger, there will only be one. Mr. Kucinich. I think with that, we will conclude the testimony of this panel. I want to thank all of you very much for your participation and this panel will continue--this committee will continue to be in touch with you regarding whatever information we derive from our continuing research of the records in this case. But again, I want to thank you very much for your participation today. I think that all of you have been very thorough in presenting your point of view and the information that you have. At this time, I am going to call the third panel forward, you have been very patient sitting there. Representatives of the workers, Mr. Rich Vadovski of the UAW and also a representative of the people in the community, the city councilman, Edward Rybka. I would ask the gentlemen to take your positions and before you are seated, it is the custom of this committee, since we are a regulatory oversight and investigative committee, to swear in all witnesses. And I will ask you just to stand and raise your right hands. [Witnesses sworn.] Mr. Kucinich. The record will show that the people who are to testify have been appropriately sworn and I will ask Mr. Vadovski if he would like to proceed with his written statement. STATEMENTS OF RICHARD VADOVSKI, ASSISTANT DIRECTOR, REGION 2, UAW; AND EDWARD W. RYBKA, COUNCILMAN, CITY OF CLEVELAND, OH Mr. Vadovski. Thank you, Congressman Kucinich, and I would like to also thank Chairman McIntosh as well as yourself for holding this important field hearing here in Cleveland today, as well as the participation from Congressperson Stephanie Tubbs Jones. I am Richard Vadovski, assistant director with the auto workers region 2 here in Cleveland. UAW region 2 represents 90,000 active and retired UAW members in eastern Ohio, western Pennsylvania and the State of West Virginia. There are approximately 325 hourly UAW members represented by local 2333, as well as some 350 salaried workers working at Cleveland Pneumatic Co. of BFGoodrich. Because of your pursuit of BFGoodrich's true aims in acquiring Coltec, the workers know the seriousness of the situation facing us and our community. We know that in spite of BFGoodrich's public assurances to the contrary, BFGoodrich intends to use this merger to close the Cleveland plant, eliminate the union and move jobs to the south. Internal corporation documents prove this without a doubt. Nevertheless, BFGoodrich has employed a public disinformation campaign where they have lied to Members of Congress, to public officials in Cleveland and to the public at large. At stake with this merger is not only the jobs of the workers, the community as a whole directly benefits from these good paying jobs. Six hundred and fifty workers earn and spend a payroll in the area of $25 million in Cleveland's neighborhoods. They pay $500,000 in payroll taxes alone to the city of Cleveland. This, in addition to paying property taxes, sales taxes, sin taxes, et cetera. Community economic development experts will tell you that the workers' payroll is spent and turned over three times in the community, where workers spend their paychecks, where merchants sell their goods, employ others who then spend and so on. It is fair to say that the BFGoodrich payroll is the economic lifeblood of the community around the plant. Closing the plant will cutoff not just the workers and their families, but the community as a whole. Interestingly, poverty figures released recently by the Council for Economic Opportunities in Greater Cleveland reveal that family income is dropping. In this supposedly hot economy, income for Clevelanders dropped by some 4.7 percent. The data shows that Cleveland working family incomes, adjusted for inflation, dropped from $24,829 to $23,654 per family during the 1990's. In short, Clevelanders are losing serious economic ground. The closing of this highly skilled plant, which has decent paying jobs, will further devastate the Cleveland economy. Our union regards the merger as an attack on our members. Thanks to the documents your committee has unearthed, it is plainly obvious that BFGoodrich is deliberately using corporate law to destroy the union, a democratically elected representative of the workers at that plant. Our union has pursued more detailed information from BFGoodrich as it relates to the current contracts between the company and the union. We think that plans to close the plant are relevant to the necessary good faith of a collectively bargained and agreed upon contract. We consider the plans of BFGoodrich to be a willful violation of the contract, just as we would the underpaying of workers or the unfair firing of an employee. The government is the people's representatives. You, in the U.S. Congress, are aggressively representing the public interest by investigating the merits and representations of this merger. I wish the same could be said about the Ohio Attorney General. The internal BFGoodrich documents revealing that Goodrich intends to lay off the 650 Cleveland workers if it is allowed to merge with a North Carolina firm, have been available to the Ohio Attorney General for months. But the Attorney General of Ohio, who should care about the impact of the merger on Ohio and the creation of monopolies, has done nothing to stop the merger. Ohio Attorney General Betty Montgomery has the power to help save Cleveland jobs and the local community by filing suit in Federal court. Well, where is she? Why does she not file a motion to stop the merger? Why is she knowingly allowing BFGoodrich to close down Cleveland, create a monopoly in the landing gear business, when the bulk of the impacts of that merger will be felt in her own home State and by her constituents here in Ohio? We urge you to continue your investigation into this monopoly grab by BFGoodrich corporate officials. The work you are doing protects our Nation, this State and 650 decent paying jobs here in Cleveland. Again, thank you for this hearing here in Cleveland today and my opportunity to appear here and testify. Thank you. [The prepared statement of Mr. Vadovski follows:] [GRAPHIC] [TIFF OMITTED]59989.219 [GRAPHIC] [TIFF OMITTED]59989.220 Mr. Kucinich. Thank you very much, Assistant Regional Director Rich Vadovski. At this time, we are going to turn to the city councilman, Edward Rybka, who represents ward 12. Councilman Rybka holds a seat that I once held and I am very grateful for his service to the community and would ask him to proceed with his testimony. At the conclusion of Mr. Rybka's testimony, we are going to ask some questions of both Mr. Vadovski and Mr. Rybka. Councilman, please proceed. Mr. Rybka. Thank you, Congressman, and indeed it is a privilege to have been serving as your successor as the Broadway Councilman, and certainly it is a privilege to be joining the UAW in this panel in representing the 650 employees and their families. And last, it is a privilege to address both Congressmen who represent the Broadway community. Thank you very much, and to the chairman for having this hearing here in Cleveland. Thank you for waiting this length of time to allow us to address you. Congressman Kucinich, I know you succeeded me--preceded me here and I know the seat---- Mr. Kucinich. You never know about this business, I might succeed you too. [Laughter.] Mr. Rybka. Well, I also know the seat that you are sitting in right now and I will refrain from any attempts at humor there. But I also know the red light system and it is on already. Mr. Kucinich. I know some members of the media who would understand the supreme irony of this seat, but we will not get into that. Mr. Rybka. I was more concerned as to whether or not you were controlling the green and red lights. Mr. Kucinich. I have never been as powerful as I am at this moment, I will tell you. Go ahead, Mr. Rybka. Mr. Rybka. Thank you. And again, I do not wish to take time trying to address antitrust or national security except that since 1980 when I graduated from law school and I think if I remember correctly, the purpose for debate around those issues, the purpose of those laws, is to protect the quality of life of the citizens of this country. And may I suggest that the quality of life of the 650 employees at the Cleveland Pneumatic/BFGoodrich facility and their families deserve that protection and that debate. Certainly the evidence, Congressman Kucinich, that you have been able to document and present at this hearing, and I might add that the hours I have sat here and listened to this deliberation, have been most edifying for myself and indicates these 650 employees and their families have reason to be concerned about their futures and their quality of life. If I may briefly also, as a city official, address other impacts, the impact on the revenue and the general fund of the city of Cleveland with the closure of this kind of facility, the loss of those jobs, personal property taxes. This is a machine-intensive industry that generates a lot of personal property tax, which is the primary revenue source for the Cleveland Public Schools and the nearly 80,000 children in that school system. They would be adversely impacted by the closure of this plant as well. And I might add one other impact. Across the street from this existing facility is the other half of the former Cleveland Pneumatic facility; offices, manufacturing facility, huge complex, hundreds of thousands of square feet, totally unoccupied, a total blight on the Broadway community, fenced in by a cyclone fence to avoid an arson and a tragedy that has previously happened in the Broadway community. We need to make sure that this facility that today is operating with 650 people does not contribute to that kind of urban blight and scenario. I do not mean to belittle the importance of a communication that goes to a Member of the U.S. Congress, but Congressman Kucinich, I too have my November 23, 1998 letter from the CEO of BFGoodrich, who also indicated and gave me assurances that the other jobs in Cleveland besides the 170 corporate jobs, were all safe and not in harm's way. Unfortunately, having succeeded you now in this job for 13\1/2\ years, I have become a little cynical, and did not quite trust that November 23 letter, and therefore, on December 21, 1998, sent my own letter to David Burner. If I could read just a few of the sentences. Mr. Kucinich. Of course. Mr. Rybka. It addresses the concern I have with the responses that you have been given assuring that this $30 million investment in the plant that has taken place since 1993 shows a bright future--we ignore this light in city council also, so if you do not mind, I will ignore that red light for a few seconds. Mr. Kucinich. Proceed. Mr. Rybka. ``I appreciate the assurances in the fourth paragraph of your correspondence indicating that no other Ohio- based jobs will be affected by the relocation of the headquarters. However, I am troubled that as a rationalization can be offered to relocate a corporate headquarters out of a state where 3,400 other company jobs exist, just as swift a rationalization could be made to further downgrade or to close and relocate facilities to another location. At the minimum, if a decision to downgrade or close is being considered, the City and I be given the opportunity to address concerns. These jobs are important to those who hold them and to the City.'' When I hear testimony that we are talking about one of these two companies being $1 billion operation with $600 million of leveraged debt, then I suggest to you Honorable Members of Congress and fellow elected officials that a $30 million investment is a drop in the bucket and it can easily be rationalized away as the cost of doing business, the cost of synergism and any other term of art that you might want to throw into this debate and into this mix. And I would add that there has probably been very few issues in my term as the Broadway Councilman that have had more of a roller coaster than has Cleveland Pneumatic/BFGoodrich. It started off 12 years ago when Cleveland Pneumatic was making plans for huge expansions, the opportunity to bring their suppliers to locations adjacent to this facility, to grow this plant. And then BFGoodrich became the owner and it was all nice talk. But yet in the October 25, 1993 Crane's Cleveland Business, ``Only Room for One, Goodrich Pits Plants Here and in Tennessee Against Each Other.'' Cleveland Plain Dealer, same thing, Tuesday, September 21, 1993, ``Pneumatic Warns of Layoffs. BFGoodrich warned 325 hourly workers yesterday that they are in danger of losing their jobs.'' It has been the chronic scenario, it happens every time the union contract comes up. And I am going to suggest that any affirmations that were made today, especially couched in the light of a $30 million investment, a much needed investment, I do not disagree at all with that, leaves me, though, still lacking in the assurances that I need as representative of the people of Broadway. And those 650 employees are my constituents as well, even though they might not all live in the Broadway community. And therefore, would urge this Congress working with the Senate to continue its careful scrutiny of this merger and how it impacts the lives of people. Thank you very much. Mr. Kucinich. Thank you very much, Councilman Ed Rybka. You know, as you were speaking, I am looking at that chart there, when you talked about all of the ups and downs of the Cleveland Pneumatic Co.'s promises, hope for expansion, things put on hold, multi-national military landing gear suppliers, just count the number of flags, U.S. flags, foreign flags, and you see that here we have a condition where of all this work that is being done on all these different facilities in all these different countries--or companies, it looks like America is not really leading the picture worldwide. It is pretty well dispersed and as a matter of fact, there are 9 U.S. flags there and 11 foreign flags. One of the subtexts of this committee's work, national economic growth, also deals with how many jobs end up going not only south but out of the country. And jobs that are lost--and in this case, what makes it even more ironic is some of the work that is being done is for the U.S. taxpayers. So we can end up losing U.S. jobs, U.S. firms losing the jobs to foreign firms, jobs that should be done in this country for the U.S. taxpayers being farmed out of this country. So it is another complicating matter. Now to Mr. Vadovski, how many members do you have in region 2? Mr. Vadovski. Approximately 90,000, Congressman, in region 2, both active and retired. Mr. Kucinich. And at this particular facility, you have 650 jobs that you spoke to, correct? Mr. Vadovski. Correct. Mr. Kucinich. Now what is the range of pay that people make? These are pretty good paying jobs, are they not? Mr. Vadovski. To just maybe highlight a little, there are 650 total that we spoke, we are talking about all the jobs, not just the union jobs, but---- Mr. Kucinich. Right, I understand that. Mr. Vadovski. The rates range in the landing gear facility, which has approximately 300 of our members, from $19.88 to approximately $21.47 an hour, is the rate of the jobs. Mr. Kucinich. So those are good paying jobs we are talking about. Mr. Vadovski. Correct. Mr. Kucinich. These are jobs that help support families, pay the mortgage, send kids to college. Mr. Vadovski. Absolutely. Mr. Kucinich. And they are jobs that are part of the social and economic fabric of a community. Mr. Vadovski. Yes. Mr. Kucinich. And you are representing the members, but in a sense you are also representing those families as well, who are affected by this. Mr. Vadovski. Yes, we are. Mr. Kucinich. What is the overall payroll at that facility? Mr. Vadovski. I believe we are looking at in excess of $25 million a year, of which $500,000 is paid in payroll taxes. Mr. Kucinich. That relates of course to Councilman Rybka's point of view. Mr. Vadovski. Right. Mr. Kucinich. You made a statement that I think is very telling here. You are in contract negotiations right now, is that correct? Mr. Vadovski. There is some discussions with the local union committee over some jobs. The labor agreement does not expire at the landing gear division until mid-year of next year. Mr. Kucinich. Is there a reopener, are you in a reopening period? Mr. Vadovski. No, they are just talking about some placement of some machinery. Mr. Kucinich. Has it been your experience that talk of moving is used as leverage in arriving at a contract that is favorable to a company? Mr. Vadovski. Oh, absolutely. Threats of closures and moving, yes. Mr. Kucinich. And, you know, how does your membership respond to something like that? Mr. Vadovski. Well, you know, they do not lay down over it. They are not going to give away everything with no hope at the end of that task of having anything left. Mr. Kucinich. What is the mood of the membership right now about this whole---- Mr. Vadovski. The mood of the membership is angry, angry at not being told the truth by the employer that they work for, that corporation. Mr. Kucinich. And you feel you have not been told the truth--why? Mr. Vadovski. You know, I think just in the documents that have been uncovered as a result of your efforts, the chairman and the committee. The contradictions, the contradictions we just heard here today in previous testimony about documents and what the intent was and the discussions and who was involved in those discussions. Did they talk about closure, did they talk about consolidation? And it seems like every time you turn the page, you have a different viewpoint as to what was said or what was not said. Mr. Kucinich. Did you get a copy of this letter dated June 30, 1999, from BFGoodrich's CEO David Burner to BFGoodrich Landing Gear Associates--are you familiar with that letter? Mr. Vadovski. Yes. Mr. Kucinich. You have read it then? Mr. Vadovski. Yes, I have. Mr. Kucinich. This letter was distributed to the UAW officials and to the UAW members? Mr. Vadovski. Correct. Mr. Kucinich. And this letter goes on to say that ``In the past several weeks, newspaper and television stories based primarily on comments from elected officials and officials of AlliedSignal have indicated that we are planning to close the Cleveland landing gear facility. This is absolutely not true.'' Now that is what BFGoodrich's CEO says. He goes on to say that ``We have been encouraged by the ongoing discussions with union officials about the way to make the operations more competitive. We work cooperatively with the UAW,'' it goes on and on. Have they been cooperating with you in regards to these reports about the company's---- Mr. Vadovski. Absolutely not. Mr. Kucinich [continuing]. Changing status? Mr. Vadovski. Absolutely not. We have a number--the servicing rep, the international representative, assigned to that local union has sent in a number of letters requesting various information and requesting various documents of which, as of today, we have not received response to. Mr. Kucinich. So despite the fact that Mr. Burner wrote a letter a little more than a week ago, distributed it to the UAW members and by reference to the community, saying that they have no plans to close the Cleveland operations and saying that they have been encouraged by ongoing discussions with union officials and furthermore stating they are working cooperatively with the UAW, you are saying they are not cooperating with you and you are saying that for all intents and purposes they are not communicating with you. Mr. Vadovski. Yes, that is correct. And may I add my opinion to this? This letter conveniently came out just a few days prior to the hearing here. Mr. Kucinich. Well, you know, when you are in the business of holding investigative hearings, it is not unusual for statements to be released in advance of the hearings to try to put some coloration on the hearings. We understood that. I just wanted to know what your testimony would be as the second highest UAW official in the region, and you are telling us that there has really been no communication with the membership about this, notwithstanding the fact that Mr. Burner has written a letter, period. Mr. Vadovski. Correct. Mr. Kucinich. OK. Councilman Rybka, a number of businesses in this area depend on the maintenance of that plant, is that not correct? Mr. Rybka. Not necessarily in this area, but obviously in the Greater Cleveland marketplace. Mr. Kucinich. Restaurants---- Mr. Rybka. And retailers as well. Mr. Kucinich. And in particular, if this plant were to close, what kind of impact would it have on the small businesses in the area? Mr. Rybka. I think it would have an extreme impact. At 650 jobs, this is one of the larger employment locations in the corporate limits of the city of Cleveland. So to take that much of a job presence out of the Broadway community would have a negative impact on the small restauranteur or the drug store operation or wherever a convenience operation might be. And I might add even Greater Cleveland wise, though, the suppliers to this company. Going back 11-12 years ago when Cleveland Pneumatic was focusing on an expansion, that was one of their strategies, to assemble land to bring those suppliers closer to this facility. Mr. Kucinich. Has anyone from BFGoodrich come to you as the Council representative of the area and asked for help in any way to enable them to stay in the neighborhood? Mr. Rybka. The December 21, 1998 correspondence I sent to Mr. Burner was not responded to. Mr. Kucinich. So no communication from them. Mr. Rybka. No. Mr. Kucinich. Thank you. Congresswoman Tubbs Jones. Ms. Tubbs Jones. Just briefly. Thank you both for coming to testify this afternoon and waiting through our questioning to be heard. Are you familiar, Mr. Vadovski--is that correct? Mr. Vadovski. Right. Ms. Tubbs Jones [continuing]. With any--you heard the testimony earlier today about some contemplation of closing the Cleveland plant previously. Are you privy to any of that discussion, were you representing Cleveland Pneumatic Tool during those times and were you as a representative of UAW involved in any of that discussion? Mr. Vadovski. No, I was not. Ms. Tubbs Jones. Are you familiar with who in the UAW may well have been involved in that process? Mr. Vadovski. I think the corporation never discussed with us the closure, you know. And I said earlier, Congresswoman, that the contradiction between documents that have been uncovered are very puzzling to us. Ms. Tubbs Jones. Let me be clear, the closure I am discussing is back in 1993 when they invested other dollars. Were you the representative of UAW overseeing Cleveland Pneumatic Tool at that time? Mr. Vadovski. I was not the Assistant Director at that time. Ms. Tubbs Jones. OK. Mr. Vadovski. And I was not involved in those negotiations. Ms. Tubbs Jones. Could you, if you could, determine if there are any UAW people that were around back in 1993 coming forward? It might be of interest to both you and our hearing, our members, to determine what was going on back with the UAW and Pneumatic---- Mr. Vadovski. We still have members who were there at that time. Ms. Tubbs Jones. It might be of interest to us to learn what it was that kept this plant open. I am confident it was the work of the UAW workers and their productivity and all that was going on that may have been a part and parcel, and it might be useful as we go down this road. Mr. Vadovski. I can say this, that it is a highly skilled work force running some very close tolerance work that is, you know, inspected by those customers very meticulously. And again, it is the skills of workers in Cleveland which have worked in that facility for many, many years. Ms. Tubbs Jones. Thank you. Councilman Rybka, only one question. Are you still prepared to do what you could do, in your capacity as a Council person, to assist in keeping Cleveland Pneumatic Tool and seeing what could be done from your perspective to maintain that facility? Mr. Rybka. That is the pledge I made in the December 21 communication that I sent and certainly it is a commitment I have received from the city administration, that we would do all we could legislatively or non, to the State, to the Federal Government, to wherever, to help with the issues that surround the viability of this facility. Ms. Tubbs Jones. It is fair to say that you are looking for a response to your December 21 letter. Mr. Rybka. Yes. Ms. Tubbs Jones. Thank you, Congressman. Mr. Kucinich. I want to thank the witnesses, Mr. Vadovski of the United Auto Workers region 2, for your leadership and your participation, and let your membership know that this committee is doing everything it can to try to get to the bottom of this issue and to find out exactly what the truth is. Hopefully we will be in a position to favorably report at some point that we have been successful in our efforts to demonstrate the economic importance of that facility and be successful--from my own personal standpoint, I am hoping that our efforts are going to help keep that plant open and I want Councilman Rybka to know the same. This is another in a series of meetings which the Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs is having on the Goodrich/Coltec merger. This committee has been involved in researching the records of firms involved and we will continue to do so using the powers which are vested in us by virtue of the Constitution of the United States and the role of this committee as the investigating committee of the Congress. I want to thank all of the witnesses who appeared here today for their presence and their cooperation. I want to thank the members of the congressional staff for being here, both from Mr. McIntosh's staff and from our own committee staff of the subcommittee. I want to express my appreciation to the representatives of Cleveland's media who have taken the time to communicate this event back to the citizens of our town, and thank all those in attendance in the audience. This is a very serious matter because it relates to the economy of this country and more specifically, Congresswoman Tubbs Jones and I are concerned because this relates to the economy of our community. Without further ado, this meeting of the Subcommittee on National Economic Growth, Natural Resources, and Regulatory Affairs will be adjourned and I want to once again thank Congressman McIntosh for his outstanding leadership on this critical economic issue. We stand adjourned. Thank you. [Whereupon, at 1:34 p.m., the subcommittee was adjourned.] [Additional information submitted for the hearing record follows:] [GRAPHIC] [TIFF OMITTED]59989.221 [GRAPHIC] [TIFF OMITTED]59989.222 [GRAPHIC] [TIFF OMITTED]59989.223 [GRAPHIC] [TIFF OMITTED]59989.224 [GRAPHIC] [TIFF OMITTED]59989.225 [GRAPHIC] [TIFF OMITTED]59989.226 [GRAPHIC] [TIFF OMITTED]59989.227 [GRAPHIC] [TIFF OMITTED]59989.228 [GRAPHIC] [TIFF OMITTED]59989.229 [GRAPHIC] [TIFF OMITTED]59989.230 [GRAPHIC] [TIFF OMITTED]59989.231 [GRAPHIC] [TIFF OMITTED]59989.232 [GRAPHIC] [TIFF OMITTED]59989.233 [GRAPHIC] [TIFF OMITTED]59989.234 [GRAPHIC] [TIFF OMITTED]59989.235