Associated Octel Company, LTD. the

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IN THE MATTER OF THE ASSOCIATED OCTEL COMPANY LTD. , ET AL CONSE"IT ORDER, ETe., I" REGARD TO ALLEGED VIOLATION OF SEe. 5 OF THE FEDERAL TRADE COMMISSION ACT *1 Docket 3815. Complaint June 1998--Decision, June 1998 This consent order requires, among other things, The Associated Octel Company and the Great Lakes Chemical Corporation to modify its supply agreement with Ethyl Corporation. In addition, the consent order prohibits the respondent from disclosing to competitors historical, eliITCn!, or future prices. The consent order also requires the respondents to notify the Commission prior to acquiring the assets my firm engaged in the distribution aflead anti-knock compounds in the United States, or the manufacturing of lead anti-knock compounds worldwide.

Appearances For the Commission: Geoffrey Green, Michael Anta/ics and William Baer.

For the respondents: Sam Haubold, Kirkland Sells and Kevin Arquit, Rogers Wells Washington, D. DECISION AND ORDER The Federal Trade Commission (" the Commission ) having initiated an investigation of certain acts and practices of the respondents named in the caption hereof, and the respondents having been furnished thereafter with a copy of a draft of complaint which the Bureau of Competition proposed to present to the Commission for its consideration and which, if issued by the Commission, would charge the respondents with violation of the Federal Trade Commission Act; and The respondents, their attorneys, and counsel for the Commission having thereafter executed an agreement containing a consent order an admission by respondents of all the jurisdictional facts set forth in the aforesaid draft of 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 ASSOCIATED OCTEL COMPANY LTD. , ET AL. 1287 1286 Decision and Order such complaint, and waivers and other provisions as required by the Commission s rules; and The Commssion having thereafter considered the matter and having determined that it has reason to believe that the respondents have violated the said Act, and that a complaint should issue stating its charges in that respect, and having thereupon accepted the executed consent agreement and placed such agreement on the public record for sixty (60) days, now in further conformty with the procedure described in Section 2. 34 of its Rules, the Commssion hereby issues its complaint, makes the following jurisdictional findings and enters the following order:

1. Respondent The Associated Octel Company Limited is a corporation organized, existing and doing business under and by virtue of the laws of the United Kingdom with its offce and principal place of business located at Oil Sites Road, Ellsemere Port, South Wirral, England, United Kingdom.

2. Respondent Great Lakes Chemical 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 One Great Lakes Boulevard West Lafayette, Indiana.

3. The Federal Trade Commssion has jurisdiction of the subject matter of the proceeding and of the respondents, and the proceeding is in the public interest.

ORDER For purposes of this order, the following definitions shall apply: A. Octet means The Associated Octel Company Limited, its directors, offcers, employees, agents and representatives, predeces­ sors, successors and assigns, and its subsidiaries, divisions, groups and affiliates controlled, directly or indirectly, by The Associated Octel Company Limited, and the respective directors, officers employees, agents and representatives, successors and assigns of each.

B. Great Lakes means Great Lakes Chemical Corporation, its directors, officers, employees, agents and representatives, predeces­ sors, successors and assigns, and its subsidiaries, divisions, groups Decision and Order 125F. and affiliates controlled, directly or indirectly, by Great Lakes Chemical Corporation, and the respective directors, officers employees, agents and representatives, successors and assigns of each.

. C. Respondents means Octel and Great Lakes. D. Commission means the Federal Trade Commssion. E. Ethyl" means Ethyl Corporation, its directors, offcers employees, agents and representatives, predecessors, successors and assigns, and its subsidiaries, divisions, groups, and affliates controlled, directly or indirectly, by Ethyl Corporation, and the respective directors, officers, employees, agents and representatives successors and assigns of each.

F. Supply Contract means the Agreement for Supply of Lead Antiknock Compounds dated as of the 22nd day of December 1993 between The Associated Octel Company Limited and Ethyl Corporation, and includes aU schedules thereto. G. Compounds means lead antiknock compounds of the types described in Schedule B to the Supply Contract, and includes tetraethyllead and tetramethyllead.

H. Compound Manufacturing Facilities means the Great Lakes and/or Octel facilities currently or formerly used for the manufacture of Compounds and located in Ellesmere Port, England, Bussi, Italy, Paimboeuf, France, and Biebesheim, Germany. I. Force Majeure Event means an event or circumstance beyond the reasonable control of the manufacturer of Compounds affected thereby, including fire, storm, flood, act of God, war, or explosion. No event or circumstance shall constitute a Force Majeure Event if such event or circumstance could have been prevented through the exercise of reasonable diligence. J. United States means the fifty states, the District of Columbia, the Commonwealth of Puerto Rico, and all territories, dependencies, and possessions of the United States of America. II.

It is ordered That within thirty (30) days from the date this order becomes final, respondents shall amend the Quantities Term of the Supply Contract to provide that, during each calendar year: A. With respect to supplies of Compounds for Ethyl customers located in the United States, Octel shall make available for sale to ASSOCIATED OCTEL COMPANY LTD., ET AL. 1289 1286 Decision and Order Ethyl all such quantities of Compounds as Ethyl may orderfrom time to time for supply to such customers; and B. With respect to supplies of Compounds for Ethyl customers located outside of the United States, the maximum quantity of Compounds available for sale from Octel to Ethyl shall not diminished by, affected by, or dependent upon the quantity of Compounds purchased by Ethyl for supply to customers located in the United States.

It is further ordered That within thirty (30) days from the date this order becomes final, respondents shall amend the Price Term of the Supply Contract to provide that:

A. With respect to supplies of Compounds purchased by Ethyl from Octel for resale in the United States, the selling price shall not be calculated by reference to, affected by, or dependent upon, directly or indirectly, the price received by Octel for Compounds sold to any other customer or group of customers; and B. With respect to supplies of Compounds purchased by Ethyl from Octel for resale outside the United States, the selling price shall not be calculated by reference to, affected by, or dependent upon directly or indirectly, the price received by Octel for Compounds sold to any customer or group of customers located in the United States. IV.

It is further ordered That respondents shall not enter into any contract modification, contract, agreement, or understanding with Ethyl relating to the supply of Compounds: (A) that directly or indirectly limits the quantity of Compounds available to Ethyl from Octel for resale in the United States; (B) that provides that the maximum quantity of Compounds available from Octel to Ethyl for resale outside of the United States shall be diminished by, affected by, or dependent upon the quantity of Compounds purchased by Ethyl for supply to customers located in the United States; (C) that provides that the price of Compounds purchased by Ethyl for resale within the United States is calculated by reference to, affected by, or depcndent upon, directly or indirectly (i) the price received by Octel for Compounds sold to any other customer or group of customers, and/or (ii) the quantity of Compounds purchased by Ethyl; or (D) that Dccision and Order 125 F.TC. provides that the price of Compounds purchased by Ethyl for resale outside of the United States is calculated by reference to, affected by, or dependent upon, directly or indirectly (i) the price received by Octel for Compounds sold to any customer or group of customers located in the United States, and/or (ii) the quantity of Compounds purchased by Ethyl for resale within the United States. It isfurther ordered, That respondents shall not provide, disclose or otherwise make available to Ethyl, directly or through an intermediary, information regarding respondents ' historical, current or future prices for Compounds sold to customers located in the United States. Provided, however, that this paragraph shall not apply to the disclosure of historical price information for transactions consummated in full more than twenty four (24) months prior to the time of disclosure.

VI.

It is further ordered That, for a period of ten (10) years from the date this order becomes final:

A. Except as provided in paragraph VI.B below, respondents shall not, without providing advance written notification to the Commssion, directly or indirectly, through subsidiaries, parnerships or otherwise:

1. Acquire any stock, share capital, equity or other interest in any person or concern, corporate or non-corporate, engaged in at the time of such acquisition, or within the three years preceding such acquisition engaged in, the distribution of Compounds in or to the United States, or the manufacture of Compounds anywhere in the world; provided, however, that individual employees or directors of respondents and each pension, benefit, or welfare plan or trust controlled by respondents may acquire, for investment purposes only, an interest of not more than two (2) percent of the stock or share capital of such person or concern; or 2. Acquire any assets used or previously used (and still suitable for use) in the distribution of Compounds in the United States, or the manufacture of Compounds anywhere in the world; or ASSOCIATED OCTEL COMPANY LTD. , ET AL. 1291 1286 Decision and Order 3. Sell or transfer Compounds to any person or concern engaged in at the time of such sale or transfer, or within the three years preceding such sale or transfer engaged in, the manufacture of Compounds anywhere in the world.

Said notification shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended (hereinafter referred to as " the Notification ), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee wil be required for any such notification, notification shall be filed with the Secretary of the Commssion, notification need not be made to the United States Dcpartment of Justice, and notification is required only of respondents and not of any other party to the transaction. Respondents shall provide the Notification to the Commssion at least thirty days prior to consummating the transaction (hereinafter referred to as the "first waiting period" ). If, within the first waiting period, representatives of the Commssion make a written request for additional information or documentary material (within the meaning of 16 C.P.R. 803.20), respondents shall not consummate the transaction until twenty days after submitting such additional information or documentary material. Early terminatibn of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition. B. The conditions set forth in paragraph VI.A shall not be applicable to any acquisition for which notification is required to be made, and has been made, pursuant to Section 7 A of the Clayton Act 15 U. c. 18a. The conditions set forth in paragraph VI.A. 2 shall not be applicable to the acquisition from any person during any calendar year of assets having an aggregate fair market value of less than $2 milion. The conditions set forth in paragraph VI.A.3 shall not be applicable to the sale or transfer of Compounds from respondents to Ethyl. .The conditions set forth in paragraph VI.A.3 also shall not be applicable to the sale or transfer of Compounds from respondents to any person where the aggregate volume of Compounds sold or transferred to such person during the calendar year does not exceed the greatest of: (i) one milion pounds (ii) 20 percent of such person s production of Compounds during the preceding calendar year, or (iii) the shortfall in the annual production of Compounds by Decision and Order 125F.T. such person, relative to such person s historical production levels where such shortfall is caused by a Force Majeure Event. C. The conditions set forth in paragraphs VI.A.l and VI.A.3 shall not be applicable to the acquisition of any interest in, or the sale of Compounds to, any person who, at the time of such transaction or within the preceding three years, owned less than 20 percent of the equity stock of Octel, and was not otherwise engaged in the distribution of Compounds in or to the United States or the manufacture of Compounds anywhere in the world. D. In any action by the Commssion alleging violations of paragraph VI.AJ andlor paragraph VI.B of this order, respondents shall bear the burden of proof with regard to demonstrating that the conditions set forth in paragraph VI.B have been satisfied. VII.

It is further ordered That:

A. Within sixty (60) days after the date this order becomes final each respondent shall submit to the Commssion a verified written report setting forth in detail the manner and form in which that respondent has complied and is complying with this order. Such report shall include a copy of the revised Supply Contract, executed by Ethyl and Octel, and incorporating the contract amendments specified in paragraphs II and II of this order. B. One (1) year from the date this order becomes final, annually for the next nine (9) years on the anniversary of the date this order becomes final, and at other times as the Commssion may require respondents shall file a verified written report with the Commission setting forth in detail the manner and form in which they have complied and are complying with this order. VII It is further ordered That respondents shall notify the Commssion at least thirty (30) days prior to any proposed change in the corporate respondents such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of the order. ASSOCIATED OCTEL COMPANY LTD. , ET AL. 1293 1286 Decision and Order IX.

It is further ordered That, for the purpose of determining or securing compliance with this order, upon written request respondents shall permit any duly authorized representative of the Commssion:

A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence memoranda and other records and documents in the possession or under the control of respondents relating to any matters contained in this order; and B. Upon five days ' notice to respondents and without restraint or interference from them, to interview offcers, directors, or employees ofrespondents.

It is further ordered That respondents shall: A. Within thirty (30) days after the date on which this order becomes final, send by first class mail a copy of this order, to all of their directors, officers, and management employees with responsibility for the manufacture, purchase and/or sale of Compounds (hereinafter referred to as "Management Employees B. For a period of three (3) years after the date on which this order becomes final, mail by first class mail a copy of this order to each person who becomes a director, officer, or Management Employee, within thirty (30) days of the commencement of such person s employment or affiliation with respondents; and C. For a period of three (3) years after the date on which this order becomes final, require each of their directors, officers, and Management Employees to sign and submit to respondents within thirty (30) days of the receipt thereof a statement that: (1) acknowledges receipt of the order; (2) represents that the undersigned has read and understands the order; and (3) acknowledges that the undersigned has been advised and understands that non-compliance with the order may subject The Associated Octel Company Limited and/or Great Lakes Chemical Corporation to penalties for violation of the order.

Decision and Order 125 FTC. XI.

It is further ordered That the obligations of Great Lakes Chemical Corporation under this order shall tennnate on July 1 1998 if, prior to that date, (A) Great Lakes Chemical Corporation divests or otherwise disposes of a1l of its Compounds business including the Compound Manufacturing Facilities, thereby creating a new, independent publicly traded company ("Newco ); (B) in advance of such divestiture or disposition referenced above, Great Lakes Chemical Corporation causes its then subsidiary Newco to commt, formally and in writing, that Newco shall be bound by the terms of this Consent Order and considered as a respondent thereto; and (C) Great Lakes Chemical Corporation submits to the Commssion documents sufficient to show that requirements (A) and (B) have been accomplished in a timely manner. This paragraph shall not be construed so as to terminate the obligations under this order of Octel or Newco under any circumstances. XII.

It is further ordered That this order shall tennnate on June 16 2018.

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