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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    
STATE OF CONNECTICUT and
STATE OF TEXAS,

                  Plaintiffs,

                  v.

CINGULAR WIRELESS CORPORATION,   
SBC COMMUNICATIONS INC.,
BELLSOUTH CORPORATION and
AT&T WIRELESS SERVICES, INC.,

                  Defendants.


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Civil No. 1:04CV01850 (RBW)

Filed: November 3, 2004

PLAINTIFF UNITED STATES' UNOPPOSED MOTION TO SUBSTITUTE CORRECTED VERSION OF PROPOSED FINAL JUDGMENT AND SUPPORTING MEMORANDUM

Plaintiff United States moves the Court, pursuant to Federal Rule of Civil Procedure 60(a), to substitute a corrected version of the proposed Final Judgment, attached hereto, for the version attached to the Preservation of Assets Stipulation and Order. Pursuant to LCvR 7(m), plaintiff United States discussed this motion with defendants and plaintiffs Connecticut and Texas on November 2, 2004, and none of them oppose this motion as it corrects the proposed Final Judgment to read as all parties originally intended. A proposed order is attached.

Memorandum

The proposed Final Judgment attached to the Preservation of Assets Stipulation and Order, entered by the Court on October 26, 2004, differed in one material respect from the Preservation of Assets Stipulation and Order and plaintiffs and defendants' agreement; it did not include "so long as defendants own the minority interests" in Section II.F, the definition of "Minority Interests." This language was included in the Preservation of Assets Stipulation and Order and was meant by all parties to be included in the proposed Final Judgment, as demonstrated by its inclusion in the Preservation of Assets Stipulation and Order signed by all parties. Therefore, attached to this Motion is a corrected version of the proposed Final Judgment which reflects both plaintiffs and defendants' intended agreement and follows the language of the Preservation of Assets Stipulation and Order. The only change is in the last sentence of Section II.F with the addition of the underlined language:

Plaintiff United States in its sole discretion may approve this request if it is demonstrated that the retained minority interest will become irrevocably and entirely passive, so long as defendants own the minority interests, and will not significantly diminish competition.

Plaintiff United States discussed this Motion with the defendants and plaintiffs Connecticut and Texas, and they do not oppose this Motion. Defendants and plaintiffs all intended the proposed Final Judgment to read as in the corrected version.

Dated: November 3, 2004

  Respectfully submitted,

_______________/s/________________
Hillary B. Burchuk (D.C. Bar # 366755)
Matthew C. Hammond
David T. Blonder
Benjamin Brown
Michael D. Chaleff
Benjamin Giliberti
Jeremiah M. Luongo
Lorenzo McRae (D.C. Bar # 473660)
Attorneys, Telecommunications & Media
Enforcement Section
Antitrust Division
U.S. Department of Justice
City Center Building
1401 H Street, N.W., Suite 8000
Washington, D.C. 20530
(202) 514-5621
Facsimile: (202) 514-6381


CERTIFICATE OF SERVICE

I hereby certify that copies of the PLAINTIFF UNITED STATES' UNOPPOSED MOTION TO SUBSTITUTE CORRECTED VERSION OF PROPOSED FINAL JUDGMENT AND SUPPORTING MEMORANDUM with attachments have been mailed, by U.S. mail, postage prepaid, to the attorneys listed below, the 3rd day of November 2004.

Richard L. Rosen, Esq.
Arnold & Porter LLP
555 Twelfth St., NW
Washington, D.C. 20004

Counsel For Defendants Cingular Wireless
Corporation and SBC Communications, Inc.
Corporation

Ilene Knable Gotts, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd St.
New York, NY 10019

Counsel for Defendant AT&T Wireless Services, Inc.

John T. Prud'homme, Jr., Esq.
Assistant Attorney General
Antitrust and Civil Medicare Fraud Department
Office of the Attorney General
300 West 15th St, 9th Floor
Austin, TX 78701

Counsel for Plaintiff State of Texas

Stephen M. Axinn, Esq.
Axinn, Veltrop & Harkrider LLP
1801 K St., NW
Washington D.C. 20006

Counsel For Defendants Cingular Wireless
Corporation and BellSouth









Rachel O. Davis, Esq.
Assistant Attorney General
Antitrust Department,
Office of Attorney General
55 Elm St.
Hartford, CT 06106

Counsel for Plaintiff State of Connecticut


_______________/s/________________
Hillary B. Burchuk (D.C. Bar # 366755)
Matthew C. Hammond
Attorneys, Telecommunications & Media
Enforcement Section
Antitrust Division
U.S. Department of Justice
City Center Building
1401 H Street, N.W., Suite 8000
Washington, D.C. 20530
(202) 514-5621
Facsimile: (202) 514-6381