UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
- Robert Pitofsky, Chairman
- Sheila F. Anthony
- Mozelle W. Thompson
- Orson Swindle
- Thomas B. Leary
In the Matter of
THE ASSOCIATED OCTEL COMPANY LIMITED, a corporation
DOCKET NO. C-3913
DECISION AND ORDER
The Federal Trade Commission ("the Commission") having initiated an
investigation of certain acts and practices of the respondent named in the caption hereof,
and the respondent 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 respondent with
violations of the Clayton Act and the Federal Trade Commission Act; and
The respondent, its attorneys, and counsel for the Commission having thereafter
executed an agreement containing a consent order, an admission by respondent 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 respondent that the law has been violated as alleged in such complaint, or
that the facts as alleged in such complaint, other than jurisdictional facts, are true,
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
has reason to believe that the respondent has 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 sixty (60)
days, and having considered the comments filed thereafter by interested persons pursuant
to § 3.25(f) of its Rules, now in further conformity with the procedure described in
§ 2.34 of its Rules, the Commission 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 United Kingdom, with its office and
principal place of business located at Berkeley Square House, Berkeley Square, London, W1X
6DT, England, United Kingdom.
- 2. The Federal Trade Commission has jurisdiction of the subject matter of the proceeding
and of the respondent, and the proceeding is in the public interest.
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 Agreement.
- 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 ("Miscellaneous").
- 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 the Commission:
- 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 of Respondent.
IT IS FURTHER ORDERED that this Order shall terminate on December 22,
By the Commission,
Commissioner Leary not participating.
Benjamin I. Berman
ISSUED: December 22, 1999