Bass Brothers Enterprises, Inc

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IN THE MATTER OF BASS BROTHERS ENTERPRISES, INC., ET AL.

CONSENT ORDER IN REGARD TO ALLEGED VIOLATION OF SEC. 5 OF THE FEDERAL TRADE COMMISSION AND SEC. 7 OF THE CLAYTON ACTS Docket 9178. Complaint May 1984-Decision, Aug. , 1986 This consent order requires, among other things, a Fort Worth, Tex. producer of carbon black to obtain prior FTC approval for the acquisition of securities or assets of any company over a certain size in the U.S. carbon black industry. Appearances For the Commission: Steven B. Feirman and Edward F. Glynn, Jr. For the respondents: Charles E. Koob, Simpson, Watcher Bartlett New York City.

DECISION AND ORDER The Commission having heretofore issued its complaint charging the respondents named in the caption hereof with violation of Section 7 ofthe Clayton Act, as amended, and Section 5 of the Federal Trade Commission Act, as amended, and the respondents having been served with a copy ofthat complaint, together with a notice ofcontemplated relief; and The respondents, their attorney, 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, 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and other provisions as required by the Commission s Rules; and The Secretary ofthe Commission having thereafter withdrawn this matter from adjudication in accordance with Section 3.25(c) of its Rules; and The Commission having considered the matter and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further conformity with the procedure prescribed in Section 3. 25(0 of . Complaint previously publi.'hed at 107 F. C. 303. Decision and Order J08 F. its Rules, the Commission hereby makes the following jurisdictional findings and enters the following order:

1. Respondent Bass Brothers Enterprises, Inc. is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas, with its offce and principal place of business located at 2700 First City Bank Tower, 201 Main Street, in the City of Forth Worth, State of Texas.

2. Respondent Sid Richardson Carbon & Gasoline Co. is a corporation organized, and existing under the laws of the State of Texas with its corporate headquarters at 2700 First City Bank Tower, 201 Main Street, in the City of Fort Worth, State of Texas. 3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and ofthe respondents, and the proceeding is in the public interest.

ORDER Definitions For the purposes of this order the following definitions shall apply: Carbon black means furnace-process and thermal-process carhon black, whether used for rubber or other applications. Bass Brothers means Bass Brothers Enterprises, Inc., as well as its oflicers, employees, agents, its parents, divisions, subsidiaries, successors, assigns, and the ofiicers, employees or agents of its parents divisions, subsidiaries, successors and assigns. SRCG means Sid Richardson Carbon & Gasoline Co., as well as its offcers, employees, agents, its parents, divisions, subsidiaries, successors, assigns, and the offcers, employees or agents of its parents divisions, subsidiaries, successors and assigns. Ashland means Ashland Oil, Inc., as well as its offcers, employees agents, its parents, divisions, subsidiaries, successors, assigns, and the officers, employees or agents of its parents, divisions, subsidiaries successors and assigns.

Production capacity means the practical annual productive capacity of all units, including units currently in operation and units that could be put into operation with or without time delay or additional investment.

It is ordered That, unless Bass Brothers and SRCG have already done so, they will, not later than fourteen (14) days after this order Decision and Order becomes final, terminate any agreement that provides for or contemplates the acquisition of Ashland's carbon black business by Bass Brothers or SRCG, including but not limited to the letter of intent signed on or about November 15, 1983, withdraw the premerger notification fiing submitted to the Federal Trade Commission with respect to that letter of intent, return or destroy all documents containing or recording confidential information provided to Bass Brothers or SRCG by Ashland, and recover from Ashland all documents containing or recording confidential information provided to Ashland by Bass Brothers and SRCG, in connection with acquisition negotiations or agreements. Nothing herein contained shall relieve Bass Brothers or SRCG from any obligation of confidentiality imposed by agreement among Bass Brothers, SRCG and Ashland. II.

It is further ordered That for a period offive (5) years from the date this order becomes final, neither Bass Brothers nor SRCG shall acquire, directly or indirectly, without the prior approval of the Commission, any part of the United States carbon black business of any other person or corporation, whether represented by securities or assets, other than products or securities obtained in the regular course of business, if as a result of such acquisition Bass Brothers or SRCG would cumulatively increase its United States carbon black production capacity by more than 130 million pounds. II.

It is further ordered That while Paragraph II of this order is effective, Bass Brothers or SRCG shall notify the Commission at least thirty (30) days prior to any proposed corporate change such as dissolution, assignment of substantially all assets, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries in the United States, that may affect compliance obligations arising out of this order.

IV.

It is further ordered That Bass Brothers or SRCG shall, within thirty (30) days after making an acquisition of United States carbon black production capacity permitted under this order while Paragraph II of this order is effective, fie with the Commission a written report describing such acquisition.

EDERAL TRADE COMMISSION DECISIONS Decision and Order 108 F. It is further ordered, That Bass Brothers and SRCG shall, within sixty (60) days after service upon them of this order, fie with the Commission a written report setting forth in detail the manner and form in which they have complied with this order. Interlocutory Order