UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
THE ASSOCIATED OCTEL COMPANY LIMITED, a corporation
File No. 991-0288
AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST
The Federal Trade Commission ("the Commission") having
initiated an investigation of the proposed acquisition of the voting
securities of Oboadler Company Limited by
The Associated Octel Company Limited ("Octel"), and it now
appearing that Octel, hereinafter sometimes referred to as
"Proposed Respondent," is willing to enter into an agreement
containing a consent order:
IT IS HEREBY AGREED by and between The Associated
Octel Company Limited, by its duly authorized officers and attorneys,
and counsel for the Federal Trade Commission that:
- 1. Proposed 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 office and
principal place of business located at Berkeley Square House,
Berkeley Square, London, W1X 6DT, England, United Kingdom.
- 2. Proposed Respondent admits all of the jurisdictional facts set
forth in the draft of complaint here attached.
- 3. Proposed Respondent waives:
- (a) Any further procedural steps;
- (b) The requirement that the Commission's decision contain a
statement of findings of fact and conclusions of law;
- (c) All rights to seek judicial review or otherwise to challenge
or contest the validity of the order entered pursuant to this
- (d) Any claim under the Equal Access to Justice Act.
- 4. This agreement shall not become part of the public record of
the proceeding unless and until it is accepted by the Commission. If
this agreement is accepted by the Commission, it, together with the
draft of complaint contemplated thereby, will be placed on the
public record for a period of sixty (60) days and information in
respect thereto publicly released. The Commission thereafter may
either withdraw its acceptance of this agreement and so notify the
Proposed Respondent, in which event it will take such action as it
may consider appropriate, or issue and serve its complaint (in such
form as the circumstances may require) and decision, in disposition
of the proceeding.
- 5. This agreement is for settlement purposes only and does not
constitute an admission by Proposed Respondent that the law has been
violated as alleged in the draft of complaint here attached, or that
the facts as alleged in the draft complaint, other than the
jurisdictional facts, are true.
- 6. This agreement contemplates that, if it is accepted by the
Commission, and if such acceptance is not subsequently withdrawn by
the Commission pursuant to the provisions of § 2.34 of the
Commission's Rules, the Commission may, without further notice to
Proposed Respondent, (1) issue its complaint corresponding in form
and substance with the draft of complaint here attached and its
decision containing the following order to cease and desist in
disposition of the proceeding, and (2) make information public in
respect thereto. When so entered, the order to cease and desist
shall have the same force and effect and may be altered, modified or
set aside in the same manner and within the same time provided by
statute for other orders. The order shall become final upon service.
Delivery by the U.S. Postal Service of the complaint and decision
containing the agreed-to order to Proposed Respondent's attorney of
record, Mark L. Kovner, Esq., Kirkland & Ellis, 655 Fifteenth
Street, N.W., Washington, D.C. 20005, shall constitute service.
Proposed Respondent waives any right it may have to any other manner
of service. The complaint may be used in construing the terms of the
order, and no agreement, understanding, representation, or
interpretation not contained in the order or the agreement may be
used to vary or contradict the terms of the order.
- 7. Proposed Respondent has read the proposed complaint and order
contemplated hereby. Proposed Respondent understands that once the
order has been issued, it will be required to file one or more
compliance reports showing that it has fully complied with the
order. Proposed Respondent further understands that it may be liable
for civil penalties in the amount provided by law for each violation
of the order after it becomes final.
For purposes of this order, the following definitions shall apply:
- A. "Octel" or "Respondent" means The
Associated Octel Company Limited, its directors, officers,
employees, agents and representatives, predecessors, 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. "Commission" means the Federal Trade Commission.
- C. "Allchem" means Allchem Industries, Inc., a
corporation organized, existing and doing business under and by
virtue of the laws of the State of Florida, and includes the
assignee of Allchem Industries, Inc. (if any) under the Supply
- D. "Supply Agreement" means the Agreement for Supply of
Tetra Ethyl Lead Additive dated as of July 19, 1999 together with
and as amended by the Supplemental Agreement for the Supply of Tetra
Ethyl Lead Additive dated as of July 30, 1999, between The
Associated Octel Company Limited and Allchem Industries, Inc., as
may be further amended from time to time in accordance with
Paragraph III.A of this Order, and includes all appendices and
schedules thereto. The Supply Agreement is incorporated by reference
- E. "Compounds" means lead antiknock compounds of the
types described in Appendix 1 to the Supply Agreement.
- F. "Core Provisions of the Supply Agreement" means each
and any of the following provisions of the Supply Agreement:
Paragraph 2 ("Definitions"), Paragraph 3.1 as amended by
the Supplemental Agreement for the Supply of Tetra Ethyl Lead
Additive dated as of July 30, 1999 ("Duration of
Agreement"), Paragraph 3.2 ("Purpose of Agreement"),
Paragraph 4.1 ("Product Specification"), Paragraph 4.2
("Quantity"), Paragraph 4.5 ("Price and
Payment"), and Paragraphs 25.1 and 25.2
- G. "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.
IT IS ORDERED that, for a period of fifteen (15)
years from the date this Order becomes final, Respondent shall provide
Allchem with all such quantities of Compounds as Allchem may order from
time to time for supply to customers located in the United States,
pursuant to the terms and conditions of the Supply Agreement and subject
to the termination provision thereof (Paragraph 3.1 as amended by the
Supplemental Agreement for the Supply of Tetra Ethyl Lead Additive dated
as of July 30, 1999), and shall in all other respects remain in
compliance with the Supply Agreement. Any failure of Respondent to
comply with the terms set forth in the Supply Agreement shall constitute
a failure to comply with this Order.
IT IS FURTHER ORDERED that:
A. Respondent shall not, directly or indirectly, without the prior
approval of the Commission, make or agree to any amendment or
modification with respect to the Core Provisions of the Supply
Agreement. Provided, however, that Respondent may agree to renew or
extend the term of the Supply Agreement.
- B. Respondent shall provide to the Commission, as promptly as
possible and in any event no later than thirty (30) days after
either their receipt or transmittal, copies of any:
- (i) communications between Respondent and Allchem regarding any
alleged breach of the Supply Agreement; (ii) notice of a force
majeure event under the Supply Agreement; and/or
- (iii) amendment or modification to the Supply Agreement.
IT IS FURTHER ORDERED that:
- A. Within sixty (60) days after the date this Order becomes final,
Respondent shall submit to the Commission a verified written report
setting forth in detail the manner and form in which Respondent has
complied and is complying with 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 such other times as the Commission may
require, Respondent shall file a verified written report with the
Commission setting forth in detail the manner and form in which it
has complied and is complying with this Order.
IT IS FURTHER ORDERED that Respondent shall notify
the Commission at least thirty (30) days prior to any proposed change in
the corporate respondent 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.
IT IS FURTHER ORDERED that, for the purpose of
determining or securing compliance with this Order, upon written
request, Respondent shall permit any duly authorized representative of
- A. Access, during office hours and in the presence of counsel, to
all facilities and access to inspect and copy all books, ledgers,
accounts, correspondence, memoranda and other records and documents
in the possession or under the control of Respondent relating to any
matters contained in this Order; and
- B. Upon five days' notice to Respondent and without restraint or
interference from it, to interview officers, directors, or employees
IT IS FURTHER ORDERED that this Order shall
terminate fifteen (15) years from the date this Order becomes final.
Signed this ____ day of __________________ 1999.
|For the Bureau of Competition
Geoffrey M. Green
William J. Baer
|For The Associated Octel Company Limited
Dennis J. Kerrison
President and Chief Executive Officer
Mark L. Kovner
Kirkland & Ellis
Attorney for The Associated Octel