Amerada Hess Corporation

Text (OCR of the scan at left; may contain errors)

In THE Marrer OF AMERADA HESS CORPORATION, ET AL.

CONSENT ORDER, ETC., IN REGARD TO ALLEGED VIOLATIONS OF THE FEDERAL TRADE COMMISSION ACT AND TIE CLAYTON ACT, SEC. 7 Docket C-2456. Complaint, Sept. 18, 19%78—Decision, Sept. 18, 1978. Consent order requiring a New York City based refiner-transporter of petroleum products, among other things to divest itself entirely of Clarco Pipe Line Co., a transporter of crude oil; prohibiting the acquired company Clarco from refusing to transport crude oil; and restraining a Burlington, Vt., manufacturer of asphalt, with operations in the State of Mississippi, from acquiring any asphalt refineries shipping asphalt in or into Mississippi. The order further prohibits two corporations and two-individuals, in perpetuity, from owning or controlling any equity or debt interest in Clarco except for those already existing.

Appearances For the Commission: Harold G. Munter and Hugh F. Bangasser, For the respondents: Briscoe R. Smith, of Milbank, Tweed, Hadley & McCloy, New York, New York ComrLaInr The Federal Trade Commission, having reason to believe that Amerada Hess Corporation has acquired a controlling stock interest in Clarco Pipe Line Company, a Mississippi corporation, and that it has purchased the Black Creek Refinery at Purvis, Mississippi, including pipeline and terminal facilities, from Gulf Oil Corporation, a corporation, in violation of Section 7 of the Clayton Act, as amended (15 U.S.C., Section 18), and/or in violation of Section 5 of the Federal Trade Commission Act, as amended (15 U.S.C., Section 45); that through its officers and directors and others has unreasonably restrained competition in the production and sale of crude oil to, and asphalt from, refineries located in the State of Mississippi; and that through its officers and directors and others it has attempted to monopolize and has monopolized the transportation of crude oil in eastern Mississippi; and that it has acquired the power to exercise total price control over crude oil produced in eastern Mississippi; hereby issues this complaint pursuant to Section 11 of the Clayton Act (15 U.S.C., Section 21) and Section 5(b) of the Federal Trade Commission Act (15 U.S.C., Section 45(b)), stating its charges as follows: Complaint 83 F.T.C.

I DEFINITIONS Paracrary 1. As used herein :

(a) The term “asphalt refinery” means any refinery which produces asphalt as its principal product in terms of unit or dollar volume; (b)' The term “Eastern Mississippi” refers to the area covered by Jones, Jasper, Clarke, Wayne, Smith, and Covington Counties, or counties or portions thereof situated directly south thereof which are located north of the East-West Trans-State pipeline owned by Amerada Hess Corporation ;

(c) The term “pipeline” refers to pipelines transporting crude oil. II RESPONDENTS A. Amerada Hess Corporation Par. 2. Amerada Hess Corporation (Amerada Hess), a respondent herein, is a Delaware corporation incorporated on February 7, 1920. It was the surviving corporation in the merger, on June 20, 1969, of Hess Oil & Chemical Corporation into Amerada Petroleum Corporation, with principal executive offices at 51 West 51st Street, New York, N.Y.

Par. 8. Amerada Hess is engaged in the exploration for and the production, purchase, gathering, transportation, refining and marketing of petroleum products and petrochemicals; and the terminaling of petroleum. Amerada Hess Corporation’s exploration and production operations are conducted primarily in the United States (including the Gulf of Mexico and Alaska), Canada, Libya and the North Sea. Its refineries are located in the United States, Virgin Islands, New Jersey and Mississippi, and its marketing of refined petroleum products is conducted primarily in the Northeastern and Southeastern regions of the United States.

Par 4. Total sales of Amerada Hess for the year 1970 were $1,086,- 290,166; its total assets were $1,116,175,637. Amerada Hess was the 95th largest industrial corporation in the United States in assets, and 111th in sales in 1970.

Par. 5. Prior to the aforementioned acquisitions, and to the present time, Amerada Hess has owned and operated a crude oil pipeline system in Mississippi which serves, among other areas, parts of Clarke, AMERADA HESS CORPORATION, ET AL. 489 487 Complaint Jasper, Jones, and Wayne Counties in Mississippi. Oil entering this pipeline is transported, in part, to states other than Mississippi. Par. 6. At all times relevant herein, Amerada Hess purchased, refined, transported, and sold crude oil and products made therefrom in interstate commerce throughout the Northeastern and Southeastern regions of the United States; it was and is engaged in commerce as defined in the Clayton Act and the Federal Trade Commission Act. B. Clarco Pipe Line Company.

Par. 7. Clarco Pipe Line Company (Clarco), is a Mississippi corporation which was incorporated on April 17, 1967, with offices in Room 1001, First National Bank Building, Jackson, Mississippi. It began transmission of crude oil by means of a pipeline system serving various areas of Clarke, Jasper, Jones, and Wayne Counties in Mississippi in July 1968, and operates a gas recycling plant in Jones County, Mississippi, which produces natural gasoline, butane and propane gas. Amerada Hess acquired a 35 percent interest in Clarco’s outstanding stock on January 15, 1971. At the same time, Amerada Hess acquired the right to vote a 70 percent stock interest in Clarco. On August 31, 1971, Amerada Hess purchased the remaining 30 percent of the stock of Clarco Pipe Line Company from Ergon, Inc. and Miller Oil Purchasing Company.

Par. 8. All crude oil which entered the Clarco pipeline system in Mississippi, from the date of its construction up to and including January 15, 1971, was transported to and entered the Humble Oil & Refining Company pipeline at Soso, Mississippi, for transportation to Humble’s refinery at Baton Rouge, Louisiana. Par. 9. At all times relevant herein, Clarco transported crude oil in interstate commerce in the State of Mississippi; it was and is engaged in commerce as defined in the Clayton Act and the Federal Trade Commission Act.

C. VGS Corporation (Vermont Gas Systems, Inc.) Par. 10. VGS Corporation (VGS) (formerly Vermont Gas Systems, Inc.), is a Vermont corporation with corporate offices located at 31 Swift Street, Burlington, Vermont. Among other enterprises, VGS manufactures asphalt under the trade style Southland Oil Corporation. Par. 11. VGS owns and operates two refineries and leases and operates one other in the State of Mississippi. Asphalt is the principal product of these three refineries which are the only asphalt refineries in Mississippi using Mississippi crude oil. Par. 12. The products refined from crude oil by VGS in various s loca: Complaint 83 F.T.C.

tions in the State of Mississippi are sold in Mississippi and adjoining states.

Par. 13. VGS is a purchaser of crude oil; it possesses a crude oil import quota which it has exchanged with Amerada Hess. Par. 14. At all times relevant herein, VGS was producing and selling asphalt and other products refined from crude oil in interstate commerce in Mississippi and surrounding states; it was and is engaged in commerce as defined by the Clayton Act and Federal Trade Commission Act.

D. Robert M. Hearin Par. 15. Robert M. Hearin is chairman of the board and chief executive officer of the First National Bank of Jackson, Jackson, Mississippi, and a director of the Amerada Hess Corporation. He was a member of the board of directors of Hess Oil and Chemical Corporation from 1962 until its merger into Amerada Petroleum Corporation on June 20, 1969. Robert M. Hearin, Annie Laurie Hearin and Robert M. Hearin, Jr. were beneficial owners of 58.666 percent of the stock in Southland Oil Company between August 1, 1965, and January 1, 1968. Southland Oil Company was merged into Vermont Gas Systems, Inc. in January 1968. Mr. Hearin and his immediate family are the owners of 46 percent of the shares of VGS Corporation; Mr. Hearin is a director of that corporation. VGS exchanged foreign crude oil with Hess Oil & Chemical Corporation, receiving the latter’s domestic crude; in addition, VGS sold petroleum products to Amerada Hess and Amerada Hess sold crude oil to VGS.

Ei. Leon Hess Par. 16. Leon Hess is the major stockholder, a director, and chairman of the executive committee of Amerada Hess Corporation. He is beneficial owner of 3 percent of the shares of stock in VGS Corporation. , IIE The following companies and individuals are not named as respondents herein, but are described because of their relationship to the transactions complained of herein.

A. Gulf Oi Corporation Par. 17. Gulf Oil Corporation (Gulf), a Pennsylvania corporation with principal offices in the Gulf Building, Pittsburgh, Pennsylvania, owned the Black Creek Refinery at Purvis, Mississippi, with a capacity of 28,500 barrels a day until its sale in April, 1971, for cash to Amerada 487 Complaint Hess. It has, at all times relevant herein, been engaged in interstate commerce.

B.A. Ff. Chisholm and J. EF. Stack, J.

Par. 18. A. F. Chisholm, P.O. Box 2766, Laurel, Mississippi, owned or controlled 35 percent of the capital stock of Clarco Pipe Line Company from the time of its organization, as noted: A. F. Chisholm 21.5 percent.

Cynthia W. Chisholm 4.5 percent.

Margaret A. Chisholm 4.5 percent.

Jean C. Lindsay 4.5 percent.

He5 1 6 1 1 2 621 848 28 31 96.905693 is5 1 6 1 1 3 666 859 63 20 96.888718 ones 1 6 1 1 4 745 849 38 31 96.976044 of5 1 6 1 1 5 800 848 58 32 97.010811 thes 1 6 1 1 6 876 848 163 32 96.983589 founders5 1 6 1 1 7 1056 840 38 40 93.283043 of5 1 6 1 1 8 1111 849 119 33 91.798546 Clarco5 1 6 1 1 9 1248 848 86 41 96.895584 Pipes 1 6 1 1 10 1350 848 85 32 96.881989 Lines 1 6 1 1 11 1451 848 193 41 94.122314 Company;5 1 6 1 1 12 1663 848 85 31 95.143478 with5 1 6 1 1 13 1764 848 32 32 91.305908 J.5 1 6 1 1 14 1813 848 41 31 91.305908 E.4 1 6 1 2 0 550 899 1306 42 -1 5 1 6 1 2 1 550 899 112 40 92.547607 Stack,5 1 6 1 2 2 679 899 64 40 88.332932 Jr.,5 1 6 1 2 3 758 899 42 31 96.892471 he5 1 6 1 2 4 816 899 29 31 96.641281 is5 1 6 1 2 5 861 910 19 20 96.641281 a5 1 6 1 2 6 897 899 170 41 96.476288 principals 1 6 1 2 7 1083 900 38 31 96.812675 of5 1 6 1 2 8 1136 900 57 31 96.947136 thes 1 6 1 2 9 1210 899 163 32 95.389923 Brandon5 1 6 1 2 10 1390 899 175 42 95.389923 Company5 1 6 1 2 11 1581 899 152 41 95.994545 engaged5 1 6 1 2 12 1748 899 35 31 95.620567 in5 1 6 1 2 13 1798 899 58 31 95.620567 thea 1 6 1 3 0 550 949 1306 43 -1 5 1 6 1 3 1 550 950 214 40 95.894531 exploration5 1 6 1 3 2 796 950 56 31 95.894531 for5 1 6 1 3 3 883 951 67 31 96.792847 ands 1 6 1 3 4 982 950 142 42 96.792847 drilling5 1 6 1 3 5 1152 951 38 31 95.884613 of5 1 6 1 3 6 1219 950 46 32 95.165466 oils 1 6 1 3 7 1295 951 36 31 96.405190 in5 1 6 1 3 8 1360 950 217 40 95.532913 Mississippi,5 1 6 1 3 9 1608 950 151 40 96.499336 Florida,5 1 6 1 3 10 1789 949 67 32 96.312057 anda 1 6 1 4 0 550 1001 177 31 -1 5 1 6 1 4 1 550 1001 177 31 96.657913 Alabama.3 1 6 2 0 0 548 1045 1308 249 -1 4 1 6 2 1 0 589 1045 1267 47 -1 5 1 6 2 1 1 589 1052 82 31 94.400772 Par.5 1 6 2 1 2 696 1053 48 30 96.409042 19.5 1 6 2 1 3 767 1052 33 32 93.071053 J.5 1 6 2 1 4 825 1051 39 32 74.380310 E.5 1 6 2 1 5 890 1050 114 41 93.287323 Stack,5 1 6 2 1 6 1026 1052 63 40 86.660461 Jr.,5 1 6 2 1 7 1111 1052 82 32 96.326241 P.O.5 1 6 2 1 8 1216 1052 74 40 96.963928 Box5 1 6 2 1 9 1313 1053 90 38 96.273094 1023,5 1 6 2 1 10 1426 1050 187 41 96.877632 Meridian;5 1 6 2 1 11 1638 1045 218 47 96.589203 Mississippi,4 1 6 2 2 0 548 1100 1306 43 -1 5 1 6 2 2 1 548 1101 117 32 94.967712 owned5 1 6 2 2 2 683 1103 38 30 95.618980 355 1 6 2 2 3 740 1106 136 36 96.706902 percent5 1 6 2 2 4 892 1101 40 32 96.796684 of5 1 6 2 2 5 947 1102 57 32 96.378578 thes 1 6 2 2 6 1021 1102 125 41 96.514412 capital5 1 6 2 2 7 1164 1102 93 32 96.437172 stocks 1 6 2 2 8 1273 1102 38 31 92.454079 of5 1 6 2 2 9 1324 1101 124 33 92.454079 Clarco5 1 6 2 2 10 1465 1101 86 41 96.195129 Pipes 1 6 2 2 11 1567 1101 85 32 96.452347 Lines 1 6 2 2 12 1668 1100 186 43 96.146149 Company.4 1 6 2 3 0 550 1151 1304 34 -1 5 1 6 2 3 1 550 1152 55 31 96.704521 He5 1 6 2 3 2 627 1152 28 30 95.268761 is5 1 6 2 3 3 679 1163 61 19 95.268761 ones 1 6 2 3 4 763 1152 39 31 96.223206 of5 1 6 2 3 5 824 1153 57 30 96.223206 thes 1 6 2 3 6 905 1152 162 32 96.437492 founders5 1 6 2 3 7 1090 1152 38 32 93.301491 of5 1 6 2 3 8 1152 1152 119 33 91.891228 Clarco5 1 6 2 3 9 1294 1152 67 32 96.768944 ands 1 6 2 3 10 1384 1152 29 31 96.226250 is5 1 6 2 3 11 1435 1151 185 32 95.969299 associated5 1 6 2 3 12 1644 1151 84 32 96.246979 with5 1 6 2 3 13 1750 1152 42 31 93.210342 A.5 1 6 2 3 14 1815 1151 39 31 89.234268 F.4 1 6 2 4 0 549 1202 1307 42 -1 5 1 6 2 4 1 549 1202 186 40 96.663048 Chisholm,5 1 6 2 4 2 751 1202 150 42 96.879791 through5 1 6 2 4 3 916 1203 57 30 96.838463 thes 1 6 2 4 4 988 1203 163 31 96.823822 Brandon5 1 6 2 4 5 1164 1202 190 41 96.417206 Company,5 1 6 2 4 6 1369 1202 34 31 96.596817 in5 1 6 2 4 7 1418 1202 57 31 96.487572 thes 1 6 2 4 8 1489 1202 214 40 95.790695 exploration5 1 6 2 4 9 1719 1202 55 31 96.416740 for5 1 6 2 4 10 1789 1202 67 31 96.416740 anda 1 6 2 5 0 550 1252 1078 42 -1 5 1 6 2 5 1 550 1252 204 41 96.576523 productions 1 6 2 5 2 772 1253 38 31 96.228134 of5 1 6 2 5 3 826 1253 103 32 93.090973 crude5 1 6 2 5 4 947 1253 45 32 94.659828 oils 1 6 2 5 5 1011 1253 35 32 96.821800 in5 1 6 2 5 6 1064 1254 207 40 96.508461 Mississippi5 1 6 2 5 7 1290 1253 66 31 96.689186 ands 1 6 2 5 8 1374 1253 126 41 96.413567 nearby5 1 6 2 5 9 1517 1256 111 28 96.413567 states.3 1 6 3 0 0 547 1302 1311 195 -1 4 1 6 3 1 0 590 1302 1268 42 -1 5 1 6 3 1 1 590 1304 81 31 96.364128 Par.5 1 6 3 1 2 693 1305 47 30 95.348129 20.5 1 6 3 1 3 763 1304 100 31 96.411201 Prior5 1 6 3 1 4 883 1307 36 28 96.781677 to5 1 6 3 1 5 938 1304 181 31 95.999130 December5 1 6 3 1 6 1139 1306 48 38 96.000786 31,5 1 6 3 1 7 1207 1303 91 40 96.288673 1970,5 1 6 3 1 8 1316 1304 134 31 95.935257 Messrs.5 1 6 3 1 9 1471 1303 176 33 96.638756 Chisholm5 1 6 3 1 10 1666 1303 68 31 96.395515 ands 1 6 3 1 11 1753 1302 105 34 96.395515 Stack4 1 6 3 2 0 550 1353 1306 42 -1 5 1 6 3 2 1 550 1364 84 21 96.394157 were5 1 6 3 2 2 647 1354 73 31 96.589523 vices 1 6 3 2 3 734 1354 172 40 96.441345 presidents 1 6 3 2 4 918 1354 67 31 93.260582 ands 1 6 3 2 5 998 1358 360 37 91.659424 secretary-treasurer,5 1 6 3 2 6 1372 1353 230 42 96.219574 respectively,5 1 6 3 2 7 1614 1353 68 32 96.219574 ands 1 6 3 2 8 1694 1353 162 32 96.660439 directors4 1 6 3 3 0 548 1404 1307 42 -1 5 1 6 3 3 1 548 1404 39 31 93.204742 of5 1 6 3 3 2 599 1404 120 33 90.974846 Clarco5 1 6 3 3 3 733 1404 85 42 96.797768 Pipes 1 6 3 3 4 829 1404 85 32 95.823311 Lines 1 6 3 3 5 925 1404 185 42 95.299667 Company.5 1 6 3 3 6 1123 1404 100 34 96.678139 Since5 1 6 3 3 7 1231 1405 184 31 96.370239 December5 1 6 3 3 8 1426 1407 49 37 96.861397 31,5 1 6 3 3 9 1487 1404 90 40 96.946083 1970,5 1 6 3 3 10 1588 1404 80 42 96.653954 they5 1 6 3 3 11 1678 1404 88 31 96.322418 have5 1 6 3 3 12 1773 1404 82 31 96.322418 been4 1 6 3 4 0 547 1455 1107 42 -1 5 1 6 3 4 1 547 1455 174 40 94.058777 presidents 1 6 3 4 2 742 1455 67 31 88.430267 ands 1 6 3 4 3 832 1459 360 38 88.430267 secretary-treasurer,5 1 6 3 4 4 1213 1455 231 40 96.218269 respectively,5 1 6 3 4 5 1464 1455 39 31 93.249573 of5 1 6 3 4 6 1525 1455 129 32 92.300087 Clarco.2 1 7 0 0 0 548 1521 945 42 -1 3 1 7 1 0 0 548 1521 945 42 -1 4 1 7 1 1 0 548 1521 945 42 -1 5 1 7 1 1 1 548 1521 37 33 88.623039 C.5 1 7 1 1 2 595 1522 130 40 81.348709 Ergon,5 1 7 1 1 3 735 1522 71 32 94.418701 Inc.5 1 7 1 1 4 818 1523 69 31 95.453476 ands 1 7 1 1 5 896 1522 117 32 95.453476 Millers 1 7 1 1 6 1024 1522 57 32 62.120136 Oils 1 7 1 1 7 1090 1523 213 40 95.918579 Purchasing5 1 7 1 1 8 1316 1523 177 40 96.357872 Company2 1 8 0 0 0 546 1579 1316 689 -1 3 1 8 1 0 0 547 1579 1308 196 -1 4 1 8 1 1 0 589 1579 1266 44 -1 5 1 8 1 1 1 589 1579 82 32 96.321541 Par.5 1 8 1 1 2 689 1581 48 30 95.555191 21.5 1 8 1 1 3 755 1581 129 41 93.250633 Ergon,5 1 8 1 1 4 902 1581 81 41 89.936951 Inc.,5 1 8 1 1 5 1002 1591 19 20 93.917374 a5 1 8 1 1 6 1038 1581 206 42 96.308685 Mississippi5 1 8 1 1 7 1263 1580 227 42 96.402794 corporation,5 1 8 1 1 8 1507 1581 29 30 96.591171 is5 1 8 1 1 9 1554 1581 56 30 96.551529 thes 1 8 1 1 10 1630 1584 121 37 92.812477 parents 1 8 1 1 11 1768 1590 87 21 92.340111 com-4 1 8 1 2 0 547 1629 1308 44 -1 5 1 8 1 2 1 547 1640 91 31 95.685577 pany5 1 8 1 2 2 658 1629 40 31 95.631676 of5 1 8 1 2 3 716 1630 117 32 96.449188 Millers 1 8 1 2 4 853 1630 57 33 95.874748 Oils 1 8 1 2 5 932 1632 213 41 96.424377 Purchasing5 1 8 1 2 6 1166 1632 177 41 93.260086 Company5 1 8 1 2 7 1370 1630 216 42 91.663963 (MOPCO),5 1 8 1 2 8 1608 1641 19 21 96.326866 a5 1 8 1 2 9 1648 1629 207 42 95.540878 Mississippi4 1 8 1 3 0 547 1680 1307 42 -1 5 1 8 1 3 1 547 1680 227 41 96.611572 corporation,5 1 8 1 3 2 786 1680 83 32 96.851662 with5 1 8 1 3 3 881 1682 105 31 96.283852 offices5 1 8 1 3 4 998 1685 35 28 96.283852 at5 1 8 1 3 5 1045 1682 58 31 96.529022 1075 1 8 1 3 6 1114 1683 94 32 96.829033 West5 1 8 1 3 7 1220 1682 99 31 79.339874 Pearls 1 8 1 3 8 1334 1681 121 39 96.427536 Street,5 1 8 1 3 9 1468 1682 159 39 96.575096 Jackson,5 1 8 1 3 10 1638 1680 216 42 96.207840 Mississippi.4 1 8 1 4 0 547 1731 1180 44 -1 5 1 8 1 4 1 547 1731 116 30 94.861374 Millers 1 8 1 4 2 674 1731 57 33 92.822197 Oils 1 8 1 4 3 744 1731 214 42 96.142281 Purchasing5 1 8 1 4 4 966 1731 178 44 96.288651 Company5 1 8 1 4 5 1156 1733 28 31 96.837402 is5 1 8 1 4 6 1195 1732 124 41 96.658173 wholly5 1 8 1 4 7 1331 1732 119 31 96.237099 owned5 1 8 1 4 8 1460 1731 44 41 96.300301 by5 1 8 1 4 9 1516 1732 129 41 96.300301 Ergon,5 1 8 1 4 10 1657 1731 70 31 96.447891 Inc.3 1 8 2 0 0 548 1781 1311 94 -1 4 1 8 2 1 0 592 1781 1267 43 -1 5 1 8 2 1 1 592 1782 82 30 96.532013 Par.5 1 8 2 1 2 694 1784 48 29 95.472145 22.5 1 8 2 1 3 766 1782 102 31 96.071976 Prior5 1 8 2 1 4 885 1786 35 27 96.948982 to5 1 8 2 1 5 937 1783 136 41 96.618126 August5 1 8 2 1 6 1090 1785 50 39 96.765579 31,5 1 8 2 1 7 1159 1783 89 40 96.830292 1971,5 1 8 2 1 8 1266 1783 128 41 96.296951 Ergon,5 1 8 2 1 9 1412 1782 69 32 95.399727 Inc.5 1 8 2 1 10 1498 1782 71 31 90.744781 ands 1 8 2 1 11 1585 1782 178 39 90.744781 MOPCO,5 1 8 2 1 12 1780 1781 79 31 96.341560 each4 1 8 2 2 0 548 1832 1267 43 -1 5 1 8 2 2 1 548 1832 118 31 96.914665 owned5 1 8 2 2 2 681 1835 36 29 96.566208 155 1 8 2 2 3 731 1839 136 34 96.566208 percent5 1 8 2 2 4 880 1833 37 31 96.706001 of5 1 8 2 2 5 929 1833 57 31 96.979324 thes 1 8 2 2 6 998 1833 126 42 96.862419 capital5 1 8 2 2 7 1138 1834 94 30 96.569633 stocks 1 8 2 2 8 1243 1834 39 30 93.292099 of5 1 8 2 2 9 1295 1833 121 33 93.033073 Clarco5 1 8 2 2 10 1429 1833 87 40 95.905136 Pipes 1 8 2 2 11 1528 1832 85 31 95.905136 Lines 1 8 2 2 12 1629 1832 186 40 96.053253 Company.3 1 8 3 0 0 546 1883 1316 233 -1 4 1 8 3 1 0 592 1883 1268 43 -1 5 1 8 3 1 1 592 1883 82 31 95.646561 Par.5 1 8 3 1 2 691 1885 49 29 92.426064 23.5 1 8 3 1 3 763 1884 116 31 95.723640 Millers 1 8 3 1 4 896 1884 57 33 95.848656 Oils 1 8 3 1 5 969 1884 213 42 96.127182 Purchasing5 1 8 3 1 6 1198 1884 177 42 96.363052 Company5 1 8 3 1 7 1391 1894 78 29 95.259209 was,5 1 8 3 1 8 1485 1887 35 27 96.730568 at5 1 8 3 1 9 1535 1884 44 30 95.394409 all5 1 8 3 1 10 1595 1883 99 31 96.544434 times5 1 8 3 1 11 1709 1883 151 38 96.407570 relevant4 1 8 3 2 0 547 1932 1310 43 -1 5 1 8 3 2 1 547 1932 126 42 96.402901 herein,5 1 8 3 2 2 690 1935 152 40 96.881119 engaged5 1 8 3 2 3 859 1934 35 30 96.230736 in5 1 8 3 2 4 911 1935 58 31 96.713776 thes 1 8 3 2 5 986 1935 174 40 96.573921 purchase,5 1 8 3 2 6 1177 1934 270 41 96.456253 transportation5 1 8 3 2 7 1465 1933 67 32 95.491722 ands 1 8 3 2 8 1551 1933 68 32 96.144356 sales 1 8 3 2 9 1636 1933 38 31 96.858116 of5 1 8 3 2 10 1693 1932 102 33 96.579582 crude5 1 8 3 2 11 1812 1932 45 31 96.762108 oil4 1 8 3 3 0 547 1983 1311 43 -1 5 1 8 3 3 1 547 1983 36 31 96.704811 in5 1 8 3 3 2 605 1983 216 43 96.403557 Mississippi.5 1 8 3 3 3 845 1984 36 31 94.813263 It5 1 8 3 3 4 905 1995 76 30 96.457466 was,5 1 8 3 3 5 1003 1984 89 33 96.268829 until5 1 8 3 3 6 1114 1986 136 40 96.179665 August5 1 8 3 3 7 1273 1986 49 39 96.179665 31,5 1 8 3 3 8 1347 1983 90 40 96.292320 1971,5 1 8 3 3 9 1459 1985 58 30 96.731110 thes 1 8 3 3 10 1540 1983 67 32 96.591988 soles 1 8 3 3 11 1631 1986 168 28 96.548653 customers 1 8 3 3 12 1820 1983 38 31 96.893776 of4 1 8 3 4 0 549 2034 1313 43 -1 5 1 8 3 4 1 549 2034 120 32 92.219391 Clarco5 1 8 3 4 2 682 2034 85 41 96.921219 Pipes 1 8 3 4 3 780 2034 86 32 96.161316 Lines 1 8 3 4 4 878 2034 177 43 96.161316 Company5 1 8 3 4 5 1069 2035 125 42 96.491814 during5 1 8 3 4 6 1205 2035 59 31 96.858765 thes 1 8 3 4 7 1276 2035 107 32 96.637848 entire5 1 8 3 4 8 1396 2034 119 43 96.523193 periods 1 8 3 4 9 1528 2035 39 31 93.299469 of5 1 8 3 4 10 1580 2034 148 33 92.284119 Clarco’s5 1 8 3 4 11 1741 2043 121 31 86.611084 opera-.4 1 8 3 5 0 546 2084 82 32 -1 5 1 8 3 5 1 546 2084 82 32 96.580719 tion.3 1 8 4 0 0 547 2133 1312 135 -1 4 1 8 4 1 0 589 2133 1270 45 -1 5 1 8 4 1 1 589 2135 82 31 95.769478 Par.5 1 8 4 1 2 685 2137 51 29 87.896996 24.5 1 8 4 1 3 751 2136 172 31 96.673897 Amerada5 1 8 4 1 4 939 2136 87 31 96.655975 Hess5 1 8 4 1 5 1040 2136 189 42 96.326408 purchased5 1 8 4 1 6 1245 2136 45 31 95.735245 all5 1 8 4 1 7 1306 2136 39 31 96.985580 of5 1 8 4 1 8 1359 2136 57 31 96.742096 thes 1 8 4 1 9 1431 2135 127 41 96.908035 capital5 1 8 4 1 10 1573 2136 95 30 96.811897 stocks 1 8 4 1 11 1683 2134 38 31 92.729332 of5 1 8 4 1 12 1738 2133 121 34 92.729332 Clarco4 1 8 4 2 0 551 2184 1308 45 -1 5 1 8 4 2 1 551 2186 85 41 96.489792 Pipes 1 8 4 2 2 652 2186 85 32 95.980385 Lines 1 8 4 2 3 753 2186 177 43 96.315941 Company5 1 8 4 2 4 946 2188 116 31 96.538612 owned5 1 8 4 2 5 1078 2188 43 41 96.936470 by5 1 8 4 2 6 1138 2188 128 40 96.510590 Ergon,5 1 8 4 2 7 1282 2187 70 31 96.344864 Inc.5 1 8 4 2 8 1369 2187 67 31 93.300186 ands 1 8 4 2 9 1452 2185 166 33 90.420540 MOPCO5 1 8 4 2 10 1635 2186 56 31 96.832954 for5 1 8 4 2 11 1705 2184 154 42 96.660912 $900,0004 1 8 4 3 0 547 2236 87 32 -1 5 1 8 4 3 1 547 2236 87 32 95.535149 cash. Complaint 83 F.T.C.

_ TRADE AND COMMERCE Par. 25. Mississippi is a major crude oil producing state. Oil produced therein is transported to points in Louisiana, Alabama and to interstate pipelines; four refineries which depend upon Mississippiproduced crude are located in the state. One other, located at Pas- -cagoula, utilizes offshore crude from Louisiana as its prime raw material.

(Par. 26. The eastern portion of the State of Mississippi, particularly Jasper, Clarke, Jones, Wayne, Smith and Covington Counties, has been growing in importance as an oil producing area during the past ten years. At present, production of crude in these counties approximates 90,000 barrels a day, with an average wellhead price in excess of $3 a barrel. Value of this production is in excess of $88,000,000 annually.

Par. 27. Immediately prior to the organization of the Clarco Pipe Line Company, only two pipeline systems were available to transport oil from eastern Mississippi to various markets in Mississippi, Alabama, Louisiana, and other points in the United States. Par. 28. One of these two pipeline systems was, at all times relevant herein, owned and controlled by Hunt Oil Company and was and is used solely for the transportation by Hunt of crude from eastern Mississippi to the Hunt refinery at Tuscaloosa, Alabama. This refinery has a capacity of about 9,000 barrels a day. Par. 29. The remaining system was owned by Amerada Hess. The nucleus of the system was acquired by Hess Pipeline Company by purchase from Humble Pipeline Company on April 1, 1963. As constituted immediately before the acquisition of control of 'Clarco, this system connected with the Humble Pipeline at Soso, Mississippi, and extended into various oil fields in Smith, Jasper, Clarke, Wayne and Jones Counties in Mississippi. In addition to the Humble connection at Soso, the system connected at Eucutta Station in Wayne County with an Amerada Hess pipeline running south to the Purvis refinery of Gulf Oil Company and from Lumberton Station, south of Purvis, where a connection existed with an Amerada Hess pipeline running east-southeast from Southdale, Mississippi, to the Amerada Hess terminal at Mobile, Alabama. In 1970, the Amerada Hess Pipeline system transported in excess of 27.7 million barrels of oil. Par. 30. Clarco was incorporated on April 17, 1967, to compete with the Amerada Hess system in the transportation of eastern Mis- 487 Complaint Sissippi crude to various markets. The original line ran from Humble’s Soso terminal to the Quitman oil field in Clarke County and, more specifically, to those wells controlled by Messrs. Chisholm and Stack operating under the title of the Brandon Company. Par. 31. The Clarco line paralleled the Amerada Hess line; all extensions of the original Clarco line were made into areas within the ‘boundaries of the area served by Amerada Hess, or close enough to the Amerada Hess line to have warranted an extension thereof. By December 31, 1970, both lines had extended into the Pachuta Creek, Nancy, Wausau and Pool Creek oil fields, and were in direct competition with each other for the transportation of oi] from other fields in Mississippi.

Par. 32. Miller Oil Purchasing Company (MOPCO), was the sole user of the Clarco line. It competed for the purchase of oil at wellhead from producers, in direct competition with Amerada Hess; and transported it via Clarco to Humble’s Soso connection. Humble was MOPCO’s only customer. Except for the comparatively minimal purchases by Hunt (see Paragraph Twenty-Eight), Amerada Hess had no significant competition for the purchase of eastern Mississippi crude prior to the construction of Clarco. MOPCO was the purchaser of Brandon Company oil and one of the original organizers of Clarco. Par. 83. On or about April 16, 1971, Amerada Hess completed the purchase of the Black Creek Refinery, located at Purvis, Mississippi, including pipeline and terminal facilities, from Gulf Oil Corporation. The refinery, which has a 28,500 barrel a day refining capacity, is to be expanded to 100,000 barrels a day. It is the only refinery in Mississippi using Mississippi crude which is not. primarily an asphalt refinery.

Par. 34. The Amerada Hess pipeline system previously extended to Purvis from the area served by Clarco. Par. 35. On August 31, 1971, Amerada Hess purchased 30 percent of the capital stock of Clarco from Ergon and MOPCO, thus gaining 100 percent voting control of the Clarco pipeline. Par. 36. It is possible to reverse the flow of the Clarco pipeline from its present westerly direction to a southerly direction to feed the additional anticipated requirement of the Purvis refinery. In such an event, Humble will be unable to obtain eastern Mississippi crude oil by pipeline; and because of excessive trucking costs, eastern Mississippi producers would be precluded from selling to Humble. Except for the minor Hunt oi] purchases, eastern Mississippi oil producers would have no purchaser readily available other than Amerada Hess. 494. FEDERAL TRADE COMMISSION DECISIONS Complaint 83 F.T.C.

Par. 37. Prices paid to producers of crude in eastern Mississippi increased immediately upon announcement and construction of the Clarco line.

Par. 38. Prior to August 1, 1965, three asphalt refineries existed in the State of Mississippi, located at points near Yazoo City, Laurel and Lumberton. The Yazoo and Laurel refineries were owned by the Southland Company, a partnership. The Lumberton plant was owned by Mississippi Federated Cooperative and was operated as Lamar Refining Company.

Par. 39. The assets of the Southland Company were purchased in August 1965, by Southland Oil Company, a corporation, for approximately $7,000,000. Leon Hess and Robert M. Hearin posted a total of $2,200,000 to secure the financing of the purchase. Par. 40. In January 1968, Southland Oil Company was acquired by VGS Corporation (Vermont Gas Systems, Inc.). Par. 41. Robert M. Hearin and members of his family are the largest holders of record of VGS stock (76,172 shares of a total of 161,409). Leon Hess is the beneficial owner of 2,276 shares of VGS. Prior to VGS’ acquisition of Southland, Leon Hess and Robert M. Hearin were joint owners of a convertible debenture of VGS (from which Hess has derived his present stock interest in VGS). Par. 42. Amerada Hess is also the principal supplier of crude oil to Southland’s asphalt refineries.

Par. 48. In June 1968, VGS leased the asphalt refinery at Lumberton from Mississippi Federated Cooperative. VGS now owns or controls all asphalt refineries in Mississippi. Par. 44. Total sales of asphalt by VGS in 1970 were $6,319,033. Sales for the first six months of 1971 were $3,759,108. Vv VIOLATIONS CIHLARGED Count IT Par. 45. Respondents Amerada Hess Corporation, Clarco Pipe Line Company, Leon Hess, Robert M. Hearin, and VGS Corporation are hereby charged with a violation of Section 5 of the Federal Trade Commission Act in that they have, by a continuing course of conduct, tended to monopolize the purchase, transportation and refining of crude oil produced in the State of Mississippi and specific portions thereof, as follows:

487 Complaint (a) By purchasing Humble Pipeline Company’s pipeline and gathering system April 1, 1963, Amerada Hess eliminated Humble as a direct purchaser of oil in eastern Mississippi; (b) By January, 1967, Amerada Hess had acquired all the crude oil pipelines serving eastern Mississippi east of Soso with the exception of the Hunt Oil Co. pipeline and small lines serving the Black Creek Refinery and small asphalt refineries; ;

(c) With the assistance of financing collateralized by Robert M. Hearin and Leon Hess, the Southland Company, owner of two of three Mississippi asphalt refineries, was absorbed by Southland Oil Company;

(d) As of January 1, 1968, Vermont Gas Systems, Inc. (VGS), of which Hearin and Hess were joint holders of convertible debentures, acquired Southland Oil Company; Hearin remains the largest stockholder of VGS; Hearin and Hess jointly own about 49 percent of VGS stock ;

(e) As of August 1968, VGS acquired an eight-year lease on the only remaining asphalt refinery in Mississippi; (f) Clarco Pipe Line Company came into being in April 1967 as a competitor to Amerada Hess’ pipeline described in subsection (a) wbove ;

(g) On or about October 2, 1970, as a direct result of personal action taken by Robert M. Hearin and Leon Hess, Amerada Hess and Messrs. Chisholm and Stack entered an agreement providing Amerada Hess with an option to purchase control of Clarco Pipe Line Company ; (h) On January 15, 1971, Amerada Hess purchased 70 percent voting control and 35 percent of the stock of Clarco from A. F. Chisholm and J. E. Stack, Jr., with an option to purchase the remaining 35 percent controlled by them;

(1) On April 16, 1971, Amerada Hess had completed the purchase of Gulf Oil Corporation’s Black Creek Refinery at Purvis, Mississippi, the only non-asphalt refinery in Mississippi using Mississippi crude oil;

(j) On August 31, 1971, Amerada Hess purchased the remaining 30 percent interest in Clarco from Ergon, Inc. and Miller Oil Company.

Par. 46. As a result of the aforementioned continuing course of conduct:

(a) Completion in the transportation of crude oil by pipeline in eastern Mississippi has been substantially eliminated ; Complaint 83 F.T.C.

(b) Substantial barriers to entry have been raised to potential pipeline builders;

(c) Control of pipelines and direct or indirect control of all refining capacity eliminates, or may eliminate, all effective outlets, other than Amerada Hess, for the sale of crude oil by producers in eastern Mississippi;

(d) Excessive market power in the Mississippi market for asphalt has been obtained ;

(e) The power to set non-competitive prices on asphalt produced in Mississippi has been enhanced ;

(f) Amerada Hess has acquired the power to set low non-competitive prices on crude oil at wellhead in eastern Mississippi. The above course of conduct constitutes an unfair method of competition.

Count IT Par. 47. Respondents Amerada Hess Corporation and Clarco Pipe * Line Company are hereby charged with a violation of Section 5 of the Federal Trade Commission Act in that they have attempted to monopolize the purchase and transportation of crude oil produced in eastern Mississippi and to eliminate competition in the transportation of eastern Mississippi crude oil as follows: (a) Amerada Hess Corporation purchased 70 percent voting control of Clarco Pipe Line Company on January 15, 1971; (b) On April 15, 1971, Clarco’s board of directors, voting Hess controlled stock, eliminated the independent management of Clarco by turning over all management, operating, bookkeeping, and accounting functions of the company to Amerada Hess; (c) Amerada Hess purchased the 30 percent minority interest in Clarco Pipe Line Company on or about August 31, 1971. Clarco Pipe Line Company is now under the complete control of Amerada Hess; (d) In contrast to its previous rapid growth, Clarco has not expanded its lines since the assumption of voting control by Amerada Hess.

Par. 48. As a result of the aforementioned attempt to monopolize and to eliminate competition :

(a) Clarco Pipe Line Company has been eliminated as an independent competitor in eastern Mississippi in the transportation of crude oil;

(b) Amerada Hess owns, controls or manages all crude oil pipe- 487 Complaint lines in eastern Mississippi east of Humble’s line at Soso and west of Hunt Oil’s line into Alabama; ;

(c) Amerada Hess has acquired the power to foreclose eastern Mississippi oil producers from any market other than Amerada Hess; (d) Amerada Hess has acquired the power to prevent any competitive expansion of Clarco into newly discovered or producing oil fields, thereby preventing competition for the purchase or transportation of crude oil in such newly discovered fields. This attempt to monopolize and to eliminate competition is an unfair method of competition.

Count III Par. 49. Respondent Amerada Hess is hereby charged with a violation of Section 7 of the Clayton Act in that, on or about January 15, 1971 and August 31, 1971, it purchased all of the stock of Clarco Pipe Line Company, a Mississippi corporation, and has assumed control and management of all of the business and assets of Clarco Pipe Line Company, thereby substantially lessening competition and tending to create a monopoly in the transportation of crude oil in eastern Mississippi and probably substantially lessening competition and tending to create a monopoly in the purchase and transportation of crude oil . produced in the States of Mississippi, Alabama, and Florida or seg- ‘ments thereof.

Par. 50. The effects of the aforesaid acquisition have been or may be as follows:

(a) Actual and potential competition between Amerada Hess and Clarco in the transportation of crude oil in Mississippi and to other states has been or probably will be eliminated ; (b) Actual and potential competition between Amerada Hess and independent oil purchasers in the purchase of crude oil in the areas served by the Amerada Hess and Clarco pipelines has been, or may be, substantially curtailed ;

(c) Amerada Hess has accumulated the power to monopolize the purchase of oil in eastern Mississippi;

(d) Amerada Hess has effectively established a monopoly in the transportation of crude oil by pipeline in eastern Mississippi; (e) The existence of the Amerada Hess and Clarco pipeline systems under the control of one company heightens the barriers to the entry of new pipeline companies in Mississippi; (f) Concentration in the transportation of crude oil in eastern Mississippi has been increased from duopoly to monopoly; and 498 FEDERAL TRADE. COMMISSION DECISIONS Complaint 83 F.T.C.

(g) The expansion of the Clarco Pipe Line system as an independent competitive factor into Alabama and Florida has been effectively forestalled, thereby probably substantially lessening competition and tending to create a monopoly in the purchase and transportation of crude oil in those states or segments thereof. Count IV Par. 51. Respondent Amerada Hess is hereby charged with a violation of Section 7 of the Clayton Act in that, on or about April 16, 1971, it purchased the Black Creek Refinery of the Gulf Oil Corporation located at Purvis, Mississippi, thereby probably substantially lessening competition and tending to create a monopoly in (a) the refining of Mississippi crude oil in the State of Mississippi, (b) the purchase of crude oil produced in eastern Mississippi, and (c) the purchase of crude oil produced in Mississippi or adjoining states or segments thereof.

Par. 52. The effects of the aforementioned acquisition are as follows: (a) The acquisition and the planned expansion of the refinery will create a demand by Amerada Hess for oil in excess of the entire production of eastern Mississippi;

(b) In connection with the Clarco acquisition, other markets for eastern Mississippi crude oil producers have been, or may be, eliminated ;

(c) Concentration of available markets for crude oil in eastern Mississippi and/or Alabama has been, or may be, increased to the point of monopsony by Amerada Hess;

(d) Amerada Hess has acquired a monopoly of crude oil refining capacity in Mississippi which utilizes Mississippi-produced crude. DeEcISION AND ORDER The Commission having heretofore determined to issue its com-. plaint charging the respondents named in the caption hereto with violation of Section 7 of the Clayton Act, as amended, and/or Section 5 of the Federal Trade Commission Act, as amended, and the respondents having been served with notice of said determination and with a copy of the complaint the Commission intended to issue, together with a proposed form of order; and The respondents and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by the respondents of all the jurisdictional facts set forth in the complaint 487 Decision and Order to issue herein, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondents that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission’s rules; and , The Commission having considered the agreement and having provisionally accepted same, and the agreement containing consent order having thereupon been placed on the public record for a period of thirty (80) days, now in further conformity with the procedure prescribed in Section 2.84(b) of its rules, the Commission hereby issues its complaint in the form contemplated by said agreement, makes the following jurisdictional findings, and enters the following order : 1. Respondent Amerada Hess Corporation is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 51 West 51st Street, New York, New York. Respondent Clarco Pipe Line Company is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Mississippi, with its office and principal place of business located at Room 1001, First National Bank Building, Jackson, Mississippi.

Respondent VGS Corporation is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Vermont, with its office and principal place of business located at 31 Swift Street, Burlington, Vermont.

Respondent Robert M. Hearin is chairman of the board and chief executive officer of the First National Bank of Jackson, Jackson, Mississippi, and a director of respondents Amerada Hess Corporation and VGS Corporation.

Respondent Leon Hess is the major stockholder, a director, and chairman of the board of directors of respondent Amerada Hess Corporation.

ORDER For the purposes of this order, the definitions below shall apply: “Respondent Amerada Hess” refers to Amerada Hess Corporation, a corporation, its subsidiaries, affiliates, successors, and assigns. “Respondent Clarco” refers to Clarco Pipe Line Company, a corporation, its subsidiaries, affiliates, successors and assigns. “Respondent VGS” refers to VGS Corporation, a corporation, its subsidiaries, affiliates, successors and assigns. Decision and Order 838 F.T.C.

“Person” means any individual, corporation, partnership, association, firm, or other business or legal entity. I It is ordered, That respondent Amerada Hess, its officers, directors, agents, representatives, and employees shall, within twelve (12) months from the date of service upon it of this order, divest absolutely and in good faith, subject to the approval of the Federal Trade Commission, all stock, voting rights, assets, properties, rights and privileges, tangible and intangible, including, but not limited to, all plants, pipelines, equipment, machinery, inventory, and customer lists acquired by respondent Amerada Hess as a result of its acquisition of the stock of respondent Clarco, together with all additions and improvements thereto, of whatever description. rm It is further ordered, That respondent Amerada Hess shall be restrained, forthwith and for a period ending eighteen (18) months from the date of the divestiture ordered by Paragraph I of this order, from expanding its pipeline system to such existing crude oil production as it obtained from Messrs. Stack and Chisholm; and, further, that any pipelines, equipment, machinery, and inventory which were removed from respondent Clarco’s pipeline at the time of, or subsequent to, acquisition by respondent Amerada Hess and utilized on respondent Amerada Hess’ pipeline shall be returned to respondent Clarco along with any improvements, additions, replacements and alterations thereto.

III It is further ordered, That none of the stock, voting rights, assets, properties, rights or privileges described in Paragraph I of this order shall by such divestiture be transferred, directly or indirectly, to any person who has been an officer, director, employee, or agent of respondent Amerada Hess, or has owned or controlled, directly or indirectly, more than one (1) percent of the outstanding shares of respondent Amerada Hess or respondent VGS at any time from the date of the first acquisition by respondent Amerada Hess of respondent Clarco’s stock.

, Iv lt is further ordered, That, pending divestiture, respondent Clarco shall be operated as if a common carrier for the transportation of 487 Decision and Order crude oil between all existing points of delivery on its lines and Soso, Mississippi, with transportation charges not to exceed those posted by respondent Clarco at the time of its acquisition by respondent Amerada Hess.

v It is further ordered, That, after divestiture, respondent Clarco shall be prohibited from having as directors, managers, accountants or other managing officials any person having been employed or retained, in any manner, by respondent Amerada Hess or respondent VGS, or who acted as an officer of respondent Clarco at any time from the date of respondent Amerada Hess’ first acquisition of respondent Clarco’s stock until the time of divestiture, except such persons who were officers of respondent Clarco prior to such acquisition. VI It is further ordered, That respondent Clarco shall be prohibited for a period of ten (10) years from the date of service upon it of this order, from refusing directly or indirectly, to transport crude oil for any customer to any destination to which it delivered crude oil for such customer prior to January 1, 1971. VII It is further ordered, That respondent VGS, its officers, directors, agents, representatives, and employees shall be restrained, for a period of ten (10) years from the date of service upon it of this order, from acquiring any asphalt refineries shipping asphalt in or into Mississippi; Provided, however, That nothing in this paragraph shall preclude respondent VGS from exercising options or other rights held by it as of July 6, 1973 with respect to the asphalt refinery at Lumberton, Mississippi leased by it as of the date of service of this order.

VI Itis further ordered, That respondents Amerada Hess, VGS, Robert M. Hearin, and Leon Hess are prohibited in perpetuity, from owning or controlling in any manner, directly or indirectly, any equity or debt iterest in respondent Clarco, except for debt interests existing at the date of service of this order.

Decision and Order 83 F.T.C. .

Ix It is further ordered, That, with respect to the divestiture required herein, nothing in this order shall be deemed to prohibit respondent Amerada Hess from accepting consideration which is not entirely cash and from accepting and enforcing a loan, mortgage, deed of trust or other security interest for the purpose of securing to respondent Amerada Hess full payment of the price, with interest received by it in connection with such divestiture; Provided, however, That should respondent Amerada Hess by enforcement of such security interest, or for any other reason, regain direct or indirect ownership or control of the divested plants, land or equipment, said ownership or control shall be redivested, subject to the provisions of this order, within one (1) year from the date of reacquisition. x It is further ordered, That, pending divestiture, respondent Amerada Hess shall not make or permit any deterioration in any of the plants, machinery, buildings, equipment or other property or assets of respondent Clarco, which may impair respondent Clarco’s present market value, unless such value is restored prior to. divestiture. xI It is further ordered, That respondents Amerada Hess, Clarco, and VGS shall not acquire, directly or indirectly, through joint ventures or otherwise, without the prior approval of the Federal Trade Commission, the whole or any part of the stock or share capital of any person engaged in the transportation and refining of crude oil produced in the States of Mississippi or Alabama, or any of such persons’ assets (other than crude oil) which are related to the transportation or refining of crude oil produced in either of such states. XII It is further ordered, That respondents shall, within sixty (60) days from the date of service upon them of this order and every sixty (60) days thereafter until the divestiture ordered by Paragraph I hereof is effected, submit to the Federal Trade Commission a detailed written report of their actions, plans and progress in complying with the provisions of this order, and fulfilling its objectives. All compliance reports shall include, among other things that are from time to 487 Decision and Order time required, a summary of all discussions and negotiations with any person or persons who are potential owners or managers of the assets to be divested, the identity of all such persons, copies of all communications to and from such persons, and all internal memoranda, reports, and recommendations concerning divestiture. xr It is further ordered, That respondents Amerada Hess, Clarco, and VGS shall notify the Federal Trade Commission at least thirty (80) days prior to any proposed change in their corporate structures, such as dissolution, assignment or sale resulting in the emergence of successor corporations, the creation or dissolution of subsidiaries, or any other change in said respondents which may affect compliance obligations arising out of this order.