UNITED STATES OF AMERICA,          Plaintiff,                   v. IMETAL, DBK MINERALS, INC., ENGLISH CHINA CLAYS, PLC, and    ENGLISH CHINA CLAYS, INC.,                Defendants.

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Civil No: 99 1018 GK

On February 24, 2000, the Paper, Allied-Industrial, Chemical and Energy Workers International Union ("PACE") filed an amended motion to intervene, or in the alternative to appear as amicus curiae, in this Tunney Act proceeding. PACE's original motion seeking intervention had been filed on February 3, 2000. The Court denied the motion on procedural grounds on February 16, 2000.

The United States opposes PACE's amended motion for the same reasons it opposed the original motion.⁽¹⁾ PACE has failed to demonstrate any cognizable interest in the proceeding that would justify intervention, has failed to show that its participation would aid the Court in any way in making the public interest determination that is the subject of this proceeding, has failed to show bad faith or malfeasance on the part of the Government, and has shown no reason why it should be able to appear as amicus simply to present cumulative arguments about why it doesn't like the proposed Final Judgment. A copy of the Memorandum Of The United States In Opposition To Motion Of The Paper, Allied-Industrial, Chemical and Energy Workers International Union To Intervene, or in the Alternative to Appear as Amicus Curiae, which was filed with the Court on February 17, 2000, is attached to this Memorandum at Tab A, and incorporated by reference herein.

For the reasons set forth in that Memorandum, PACE's Motion to Intervene or in the Alternative for Leave to Appear as Amicus Curiae should be denied.

Dated: March 8, 2000

Respectfully submitted,

_______________/s/________________ Patricia G. Chick D.C. Bar # 266403 U.S. Department of Justice Antitrust Division 1401 H Street, N.W. Suite 3000 Washington, D.C. 20530 Telephone: (202) 307-0946 Facsimile: (202) 514-9033 Attorney for Plaintiff the United States

I hereby certify that I caused a copy of the foregoing Memorandum of the United States In Opposition to Amended Motion of the Paper, Allied-Industrial, Chemical and Energy Workers International Union To Intervene, or in the Alternative to Appear as Amicus Curiae, to be served by first class mail, postage prepaid, this 8th day of March, 2000 on:

George M. Chester, Jr., Esquire Covington & Burling 1201 Pennsylvania Avenue, NW Washington, D.C. 20004-7566 Counsel for All Defendants Jonathan W. Cuneo, Esquire THE CUNEO LAW GROUP, P.C. 17 Massachusetts Avenue, NE Suite 300 Washington, D.C. 20002 Counsel for Movant

_______________/s/________________ Patricia G. Chick D.C. Bar # 266403 Trial Attorney U.S. Department of Justice Antitrust Division 1401 H Street, NW, Suite 3000 Washington, D.C. 20530 (202) 307-0946

FOOTNOTES

1. The United States filed its Memorandum in Opposition to the motion on February 17, 2000, before it learned of the Court's order. Defendants also filed a Memorandum in Opposition that same day. PACE filed a Reply Brief on February 28, 2000.