UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
In the Matter of
LAFARGE, S.A., a corporation, and
LAFARGE CORPORATION, a corporation.
File No. 981-0161
AGREEMENT CONTAINING CONSENT ORDER
The Federal Trade Commission ("Commission"), having initiated an
investigation of the proposed acquisition by Lafarge Corporation ("Lafarge"), an
entity controlled by Lafarge, S.A., of the Seattle cement plant and related assets of
Holnam, Incorporated ("Holnam"), and it now appearing that Lafarge and Lafarge,
S.A., hereinafter sometimes referred to as the "proposed respondents," are
willing to enter into an agreement containing an order to modify their acquisition and
providing for other relief:
IT IS HEREBY AGREED by and between proposed respondents, by their duly
authorized officers, and counsel for the Commission that:
- Proposed respondent Lafarge Corporation is a corporation organized, existing and doing
business under and by virtue of the laws of the State of Maryland with its office and
principal place of business located at 11130 Sunrise Valley Drive, Suite 300, Reston,
- Proposed respondent Lafarge, S.A., is a corporation organized, existing and doing
business under and by virtue of the laws of France, with its office and principal place of
business located at 61 rue des Belles Feuilles, F-75782 Paris, France.
- Proposed respondents admit all the jurisdictional facts set forth in the draft of
complaint here attached.
- Proposed respondents waive:
- any further procedural steps;
- the requirement that the Commission's decision contain a statement of findings of fact
and conclusions of law;
- all rights to seek judicial review or otherwise to challenge or contest the validity of
the order entered pursuant to this agreement; and
- any claim under the Equal Access to Justice Act.
- 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 respondents, 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.
- This agreement is for settlement purposes only and does not constitute an admission by
proposed respondents 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
jurisdictional facts, are true.
- 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 the
proposed respondents, (1) issue its complaint corresponding in form and substance with the
draft of complaint here attached and its decision containing the following order in
disposition of the proceeding and (2) make information public with respect thereto. When
so entered, the order 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 respondents' counsel
at the address as stated in this agreement shall constitute service. Proposed respondents
waive any right they 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.
- By signing this agreement, proposed respondents represent that they can accomplish the
full relief contemplated by this agreement.
- Proposed respondents have read the proposed complaint and order contemplated hereby.
Proposed respondents understand that once the order has been issued, they will be required
to file one or more compliance reports showing that they have fully complied with the
order. Proposed respondents further understand that they may be liable for civil penalties
in the amount provided by law for each violation of the order after it becomes final.
Proposed respondents agree to comply with the order from the date they sign the Agreement
Containing Consent Order.
IT IS ORDERED that, as used in this order, the following definitions
- "Respondents" or "Lafarge" means Lafarge Corporation and Lafarge,
S.A., their directors, officers, employees, agents, representatives, predecessors,
successors, and assigns; their subsidiaries, divisions, groups and affiliates controlled
by Lafarge Corporation and Lafarge, S.A., and the respective directors, officers,
employees, agents, representatives, successors, and assigns of each.
- "Commission" means the Federal Trade Commission.
- "Holnam Acquisition Assets" means the cement plant in Seattle, Washington, the
cement distribution terminal in Vancouver, Washington, and the rock quarry in Twin Rivers,
Washington, owned by Holnam, Inc., which has its office and principal place of business
located at 6211 Ann Arbor Road, Dundee, Michigan 48131; and the rock quarry on Texada
Island, British Columbia, and the cement distribution terminal in New Westminster, British
Columbia, owned by Holnam West Materials, Ltd., a subsidiary of Holnam, Inc.
IT IS FURTHER ORDERED that respondents shall not enter into any
contract, agreement, or understanding, relating to the acquisition by Lafarge of any or
all of the Holnam Acquisition Assets, in which the amount of any payment by Lafarge
or Holnam made after the closing of the acquisition is calculated by reference
to, affected by, or dependent upon, directly or indirectly, the quantity of cement
produced or sold by Lafarge in any market in the states of Washington or Oregon.
IT IS FURTHER ORDERED that, within thirty (30) days after the date
this order becomes final or within thirty (30) days after the date on which respondents
consummate the acquisition of any or all of the Holnam Acquisition Assets, whichever is
later, respondents shall submit to the Commission a verified written report setting forth
in detail the manner and form in which they have complied with Paragraph II of this order.
Respondents shall include in their compliance report, among other things, a full
description of the efforts made to comply with Paragraph II of the order.
IT IS FURTHER ORDERED that respondents shall notify the Commission 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 corporations 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, respondents shall permit any duly
authorized representative of the Commission:
- 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
- Upon five days' notice to respondents and without restraint or interference from them,
to interview officers, directors, or employees of respondents.
Signed this _____ day of _______________, 19____.
||FEDERAL TRADE COMMISSION
John M. Piecuch
President and Chief Executive Officer
John M. Piecuch
Executive Vice President,
Patricia A. Hensley
|MAYER, BROWN & PLATT APPROVED:
2000 Pennsylvania, Avenue, NW
Washington, DC 20006-1882
Richard J. Favretto, Esq.
Counsel for Lafarge Corporation and
Charles A. Harwood
Seattle Regional Office
William J. Baer
Bureau of Competition