9810161
B251897

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:
Robert Pitofsky, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle

In the matter of
LAFARGE, S.A.
, a corporation,
and
LAFARGE CORPORATION, a corporation.

Docket No. C-3852

DECISION AND ORDER


The Federal Trade Commission ("Commission") having initiated an investigation of the proposed acquisition by Lafarge Corporation, a corporation controlled by Lafarge, S.A. (collectively "Lafarge"), of the Seattle cement plant and related assets of Holnam, Inc. ("Holnam"), and respondents having been furnished with a copy of a draft of complaint which, if issued by the Commission, would charge respondents with violation of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.  45, and violation of Section 7 of the Clayton Act, as amended, 15 U.S.C.  18; 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 aforesaid draft of complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by the 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 thereafter considered the matter and having determined that it had reason to believe that the respondents have violated the said Acts, 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 a period of sixty (60) days, now in further conformity with the procedure prescribed in  2.34 of its Rules, the Commission hereby issues its complaint, makes the following jurisdictional findings and enters the following order:

1. Respondent Lafarge, S.A., is a corporation organized, existing and doing business under and by virtue of the laws of France with its principal executive offices located at 61 rue des Belles Feuilles, F-75782 Paris, France.

2. Respondent Lafarge Corporation is a corporation controlled by Lafarge, S.A., with its principal executive offices located at 11130 Sunrise Valley Drive, Reston, Virginia 20191.

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

ORDER

IT IS ORDERED that, as used in this order, the following definitions shall apply:

    1. "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.
    2. "Commission" means the Federal Trade Commission.
    3. "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.

III.

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.

IV.

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.

V.

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:

    1. 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
    2. Upon five days' notice to respondents and without restraint or interference from them, to interview officers, directors, or employees of respondents.

By the Commission.

Donald S. Clark
Secretary
SEAL:

ISSUED: February 12, 1999