may be filed and after answers have been filed by the respondents named in such petition, this Court shall proceed to a hearing upon such petition and answers sec. leg., shall take testimony, determine the issues and may thereupon dismiss the petition or grant to the United States of America such relief in the form of an injunction or restraining order as may be equitably required for the enforcement of the provisions of said Flan. Fifth: For the purpose of securing compliance with said Flan, and for no other purpose, duly authorized representatives of the Department of Justice shall, on the written request of the Attorney General or an Assistant Attorney General and on reasonable notice as to time and subject matter and subject to legally recopnized privilege, be permitted (1) reasonable access, during the office hours of defendants signatory hereto, to all books, ledgers, accounts, corresrondence, memoranda, and other records and documents in the possession or under the control of said defendants, relating to any of the matters covered by this Decree, (2) subject to the reasonable convenience of said defendants, and without restraint or interference from them, to interview offic.rs or eflowers of the defendants, in the presene, of counsel, rewarding any such matters; and said defendants on such reruest and subject to such privilere, shall submit such reports in respect of any such matters as may from time to time be reascuably necessary for the prerer enforcement of this Decree, provided, however, that information obtained by the means permitted in this paragraph sholi 5-20-41 not be divulged by any representative of the Department of Justice to any person other than a duly authorized representative of the Department of Justice or used for any purpose except in the course of the enforcement of this Decree. Sixth: Any defendant signatory hereto may apply to the Court at any time for such further orders or directions as may be necessary or appropriate in relation to the construction or performance of this Decree, or the Plan embodied herein, or for the modification thereof (including, without limitation, any modification upon application of the said defendants, or any of them, required in order to conform this Decree, or the Plan embodied herein, to any Act of Congress enacted after the date of entry of this Decree or to the laws or regulations of any State). Seventh: The Complaint in this cause may from time to time be amended by the United States of America uper motion therefor made by the Attorney General or any Assistant Attorney General and additional parties defendant may be added for the purpose of requiring them to ceuse and desist from violations of the antitrust laws of the United States and this Court retains jurisdiction for said purpose. 5-28-41 26 1941 may 26 EMORANDUM RE NEGOTIATIONS LOCKING TOWARD Prior to September of 1940, the Anti-Trust Division of the Department of Justice prepared a comprehensive Complaint against twenty-two major oil companies and nearly three hundred and fifty so-called secondar colonies. The Bill as originally drafted dealt with every phase of the Petroleum Industry from acquisition of undeveloped reserves to distributio of manufactured products. Among other relief intended to be sought was "divorcement" of pipe lines from presently integrated companies and "divorce ment" of marketing operations. Had this Bill been filed as originally prepared, and had the Department prevailed in the litigation, it would have been necessary for the major companies to disintegrate by selling or otherwise disposing of both their transportation and marketing facilities. As a step toward the objective of divorcent of pipe line facilities, the Department of Justice simultaneously prepared sole sixty cœplaints against the major oil companies or their pipe line subsiciaries charging that payment of dividends derived from the collection of rates under tariffs filed with the Interstate Commerce Commission constituted unlawful rebates within the meaning of the Elkins Act. The monetary exposure of the companies under this litigation would have been approximately $2,500,000,000. Prior to the institution of any of the above litigation, the proposed Anti-Trust Complaint was submitted to the National Defense COR 5-2641 mission. This Commission filed a report with the Attorney General in which it was found as a fact that the prayers of the Bill were inconsistent with the purposes of National Defense and, if successful, would cause chaos in one of the most important defense industries. As a result of this report, the prayers of the Complaint were modified so as to eliminate any demand for divorcement of pipe lines or of marketing facilities. As thus reformed, the Complaint was filed in September of 1940 against the twenty-two integrated oil companies and nearly three hundred and fifty secondary companies. At the same time, three test suits were filed against three major oil companies or their pipe line subsidiaries (Phillips Petroleum Co., Great Lakes Pipelines Co. and Standerd Oil Company of Indiana) involving the question whether payment of dividends by a pipe line to its oil company stockholder constituted an unlawful rebate under the Elkins Act. An expediting certificate was filed in these cases and they are now at issue and will be promptly disposed of in the event that the general settlement negotiations hereinafter referred to are not consummated. An extension of time to answer was granted in the anti-trust suit against the integrated companies and the secondary companies (which is generally referred to as the "Mother Hubbard" suit). On December 20, 1940, Messrs. Andrews, Ingersoll and Thompson of Philadelphia, representing Atlantic Refining Company, were introduced by Solicitor General Biddle to Mr. Arnold and the members of the Oil Division. The original purpose of the interview was to ascertain the object 5-26·41 ives of the Department of Justice in the pening and prospective litigation. During the course of the conferences, Mr. Arnold stated that ac would welcome an opportunity to discuss the entire situation with members of the Industry and specifically avec Messrs. Andrews, Ingersoll and Tearson to bring about such a meeting. Following this co ferece a meeting of counsel for the major companies defendant in the Mother Hu hard suit was held in Chicago on January 8. At this meeting Mr. Andrews read a report upon the Arcli interview. The following excerpt is pertinent: "Mr. Arnold's procedural suggestion was that, the bill. The pine line suits would be similarly As a result of the Chicago meeting, a conference of the cxectives of the as for defendants was held in New York and Messrs. Andrews and Thosp Sin were authorized to convey to Mr. Arnold the acceptance by the Industry |