UNITED STATES OF AMERICA,                   Plaintiff,                   v. FRANKLIN ELECTRIC CO., INC., UNITED DOMINION INDUSTRIES LIMITED,    and UNITED DOMINION INDUSTRIES, INC.,                Defendants.

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Civil No: Filed: 5/31/00

This cause came to be heard on plaintiff's Complaint and motion for a preliminary injunction, its supporting Memorandum, declarations, and exhibits, and on defendants' response thereto.

The Court, having considered the evidence, memoranda, and arguments presented by both plaintiff and defendants, concludes that defendants Franklin Electric Co., Inc. ("Franklin Electric") and United Dominion Industries, Inc. ("UDI") intend to form a joint venture in which Franklin Electric would contribute the voting stock of its submersible turbine pump subsidiary, FE Petro, Inc., and UDI would contribute the principal submersible turbine pump assets of its Marley Pump Co. subsidiary. Franklin Electric would own seventy-five percent (75%) of the joint venture, and UDI would own twenty-five percent (25%). The joint venture would be formed before a trial on the merits of plaintiff's Complaint could be held and a decision rendered.

The joint venture may result in a monopoly in the manufacture of submersible turbine pumps used in gasoline service stations in the United States. It appears to the Court that plaintiff is substantially likely to prevail at trial in demonstrating that the acquisition will violate § 7 of the Clayton Act, as amended, 15 U.S.C. § 18. It also appears that consummation of the agreement may result in irreparable public harm that is not outweighed by any private harm to the defendants and may severely limit or frustrate the effectiveness of any relief that this Court may render after trial.

This Court has authority under § 15 of the Clayton Act, as amended, 15 U.S.C. § 25, to issue such preliminary injunctions as may be deemed just.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED as follows:

Plaintiff's motion for a preliminary injunction is granted, and defendants and all persons acting on their behalf are hereby enjoined and restrained from taking any action, directly or indirectly, in furtherance of the joint venture agreement or any other plan or agreement by which either defendant will acquire any of the capital stock or assets of the other, or the effect of which would be to combine the businesses or assets of the defendants or to result in common ownership, pending final adjudication of the merits of this case or further order of the Court.

____________________________________ UNITED STATES DISTRICT COURT JUDGE

Dated: _____________________