6. In the area of loans on the security of automobiles, some competition does exist between commercial banks, captive finance companies and independent finance companies such as American Credit Corporation. The competition tends, however, to be segmented rather than direct; finance companies and commercial banks tend to compete for different types of loans; and although some effect upon such competition may result from the merger, the adverse effect if any upon competition is not substantial and the “line of commerce” and “section of the country” are of questionable definition.
The plaintiff alleges that Wachovia and American compete in the sale of credit life insurance and that the merger will eliminate or reduce this competition
7. It is entirely possible that different conclusions may be reached after a more thorough understanding by the court of the complicated procedures, financing details and economics involved in the case.
8. Since the acquisition is one of stock only and no commingling of assets is contemplated or required, it would appear that the merger can take place without any dislocation of personnel or capital structure or operating procedures if the principals elect to proceed with it before final determination of the cause.
9. The parties may properly be required to hold the capital and other asset structure of the two companies intact and to make no changes in personnel, general scope of American’s operations and other internal affairs pending final judgment on the merits.
10. The plaintiff has failed to show any damage to the public interest which might result from allowing the purchase of stock to take place under these terms.
2. The plaintiff’s request for a preliminary injunction pending trial on the merits is denied. The defendants will not be restrained from proceeding with the transfer of American’s stock as contemplated by the merger agreement.
3. However, pending final judgment the defendants are directed to hold completely separate the personnel and financing and operations and capital of both companies and to refrain from intermingling personnel or their duties, or financing or operations or capital or administrative practices, and generally to maintain each corporation in its complete integrity pending final judgment on the merits.
3. American, at the end of ERICAN BANKER, was the 25th largest finance company in the United States and the 17th largest independent finance company in the United States (GX 68).
16. No evidence was introduced to indicate that the merger might affect competition in the fields of conventional commercial banking, real estate mortgages, trust department operations, international banking, title insurance, bank credit card operation, equipment leasing, computer operations, messenger and other services and general life and casualty insurance.
The evidence does not show with any clarity just who the factoring customers are nor where they are located nor how their business happened to reach the offices of the factors now involved in the factoring business in North Carolina. Except in terms of dollar volume of business factored for North Carolina companies, and testimony that factoring is widely used in furniture and textile industries, there is no definition of the factoring market and no clear basis for any determination on this record whether the State of North Carolina, 540 miles in length, is a proper “section of the country” for consideration under Section 7 of the Clayton Act.
If the risk is high; if the car is old; or if the loan is made without recourse, the interest rates are higher
21. Credit life insurance. The evidence does not support the assertion. One lender, according to the evidence, does not seek to write the insurance on the life of someone who is borrowing from a different lender. The sale of credit life insurance is shown by the evidence to be purely ancillary to the loan. The evidence, in the opinion of the court, does not show any actual or potential violation of the Clayton Act in this particular (Affidavit of Robert L. Heckard, paragraph 10; Affidavit of Archie W. McLean, paragraph 9).
5. In the field of consumer finance (small loans on security other than motor vehicles) no substantial reduction of competition in any demonstrated market area is likely to result from the merger.