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1
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PROPOSED DECISION & ORDER
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EXTRACTED KEY WORDS
PLC RESPONDENTS COMMISSION LAFARGE AGREEMENT ASSETS LIME ASSETS LAKES ASSETS SOLVAY ASSETS ASSETS ACQUIRER DIVESTITURE TRUSTEE BUSINESS EMPLOYEES FEDERAL TRADE COMMISSION ACQUISITION CONSENT ORDERS PROPOSED ACQUISITION PARAGRAPH INDEPENDENT AUDITOR COMPETITIVENESS COMPLAINT ASSETS PURCHASE AGREEMENT PERSONAL PROPERTY BCAX THEREAFTER REPRESENTATIVES CIRCLE PLC RELATING VIOLATION ATTORNEYS |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS: Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
__________________________________________ )
In the Matter of ) )
LAFARGE S.A., )
a corporation, ) )
BLUE CIRCLE INDUSTRIES PLC, )
a corporation, ) ) Docket No. C-
BLUE CIRCLE NORTH AMERICA, INC., )
a corporation, and ) )
BLUE CIRCLE, INC., )
a corporation. )
__________________________________________)
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated an investigation of the
proposed acquisition by Respondent Lafarge S.A. ("Lafarge") of certain voting securities of
Respondent Blue Circle Industries PLC ("Blue Circle PLC"), and Respondents having been
furnished thereafter with a copy of the draft of Complaint that the Bureau of Competition
proposed to present to the Commission for its consideration and that, if issued by the
Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as
amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15
U.S.C. § 45; and
Respondents, their attorneys, and counsel for the Commission having thereafter executed
an Agreement Containing Consent Orders, an admission by Respondents of all the jurisdictional
facts set forth in the aforesaid draft of Complaint, a statement that the signing of the Agreement
Containing Consent Orders is for settlement purposes only and does not constitute an admission
1
1
by Respondents 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 had
reason to believe that Respondents have violated the said Acts and that a Complaint should issue
stating its charges in that respect, and having thereupon issued its Complaint and its Order to
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2
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ORDER TO HOLD SEPARATE
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EXTRACTED KEY WORDS
RESPONDENTS ASSETS LIME AGREEMENT LAKES BLUE CIRCLE BUSINESS CONSENT PLC COMMISSION SEPARATE TRUSTEE LAFARGE EMPLOYEES COMPETITIVENESS LAKES MANAGER FEDERAL TRADE COMMISSION INFORMATION RELATING MATERIAL CONFIDENTIAL INFORMATION ACQUISITION DIVESTITURE EMPLOYMENT SEPARATE PERIOD ASSETS ACQUIRER BLUE CIRCLE INDUSTRIES INVESTIGATIONS THEREAFTER RESPONSIBILITIES REPRESENTATIVES MANAGEMENT |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS: Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
__________________________________________ )
In the Matter of ) )
LAFARGE S.A., )
a corporation, )
)
BLUE CIRCLE INDUSTRIES PLC, )
a corporation, ) ) Docket No. C-
BLUE CIRCLE NORTH AMERICA, INC., )
a corporation, and ) )
BLUE CIRCLE, INC., )
a corporation. )
__________________________________________)
ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS
The Federal Trade Commission ("Commission") having initiated an investigation
of the proposed acquisition by Respondent Lafarge S.A. ("Lafarge") of certain voting
securities of Respondent Blue Circle Industries PLC ("Blue Circle PLC"), and
Respondents having been furnished thereafter with a copy of the draft of Complaint that
the Bureau of Competition proposed to present to the Commission for its consideration
and that, if issued by the Commission, would charge Respondents wi
th violations of
Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15 U.S.C. § 45; and
Respondents, their attorneys, and counsel for the Commission having thereafter
executed an Agreement Containing Consent Orders ("Consent Agreement"), an
admission by Respondents of all the jurisdictional facts set forth in the aforesaid draft of
Complaint, a statement that the signing of the Consent Agreement is for settlement
purposes only and does not constitute an admission by Respondents 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
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3
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DECISION AND ORDER
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EXTRACTED KEY WORDS
PLC RESPONDENTS LAFARGE COMMISSION ASSETS LIME ASSETS LAKES ASSETS SOLVAY ASSETS ASSETS ACQUIRER DIVESTITURE TRUSTEE BUSINESS AGREEMENT EMPLOYEES FEDERAL TRADE COMMISSION ACQUISITION PROPOSED ACQUISITION PARAGRAPH INDEPENDENT AUDITOR COMPETITIVENESS UNITED STATES NORTH AMERICA COMPLAINT PERSONAL PROPERTY ASSETS PURCHASE AGREEMENT BLUE CIRCLE INDUSTRIES THEREAFTER REPRESENTATIVES VIOLATION CONFIDENTIALITY |
001 0112
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
COMMISSIONERS:
Timothy J. Muris, Chairman
Sheila F. Anthony
Mozelle W. Thompson
Orson Swindle
Thomas B. Leary
In the Matter of
LAFARGE S.A., a corporation, BLUE CIRCLE INDUSTRIES PLC, a
corporation, BLUE CIRCLE NORTH AMERICA, INC., a corporation, and BLUE
CIRCLE, INC., a corporation.
Docket No. C-4014
DECISION AND ORDER
The Federal Trade Commission ("Commission") having initiated an
investigation of the proposed acquisition by Respondent Lafarge S.A.
("Lafarge") of certain voting securities of Respondent Blue Circle
Industries PLC ("Blue Circle PLC"), and Respondents having been
furnished thereafter with a copy of the draft of Complaint that the
Bureau of Competition proposed to present to the Commission for its
consideration and that, if issued by the Commission, would charge
Respondents with violations of Section 7 of the Clayton Act, as
amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission
Act, as amended, 15 U.S.C. § 45; and
Respondents, their attorneys, and counsel for the Commission having
thereafter executed an Agreement Containing Consent Orders, an
admission by Respondents of all the jurisdictional facts set forth in
the aforesaid draft of Complaint, a statement that the signing of the
Agreement Containing Consent Orders is for settlement purposes only
and does not constitute an admission by Respondents 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 had reason to believe that Respondents have
violated the said Acts and that a Complaint should issue stating its
charges in that respect, and having thereupon issued its Complaint and
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4
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COMPLAINT
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EXTRACTED KEY WORDS
BLUE CIRCLE MARKET ACQUISITION LIME RESPONDENTS ACT BLUE CIRCLE PLC LAKES FEDERAL TRADE COMMISSION BUSINESS COMPETITION LAFARGE UNITED STATES SALE SYRACUSE CLAYTON ACT VIRTUE AGREEMENT BLUE CIRCLE INDUSTRIES ANALYZE SOUTHEAST COMMERCE PARAGRAPHS REFERENCE RAW MATERIALS MANUFACTURER FIRM BLUE CIRCLE NORTH CIRCLE NORTH AMERICA |
001 0112
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
__________________________________________)
In the Matter of ))
LAFARGE S.A., )
a corporation, ))
BLUE CIRCLE INDUSTRIES PLC, )
a corporation, ) Docket No. C-4014
)
BLUE CIRCLE NORTH AMERICA, INC., )
a corporation, and ))
BLUE CIRCLE, INC., )
a corporation. )
__________________________________________)
COMPLAINT
Pursuant to the provisions of the Federal Trade Commission Act and of the Clayton Act,
and by virtue of the authority vested in it by said Acts, the Federal Trade Commission (the
"Commission"), having reason to believe that Respondent Lafarge S.A. ("Lafarge") has entered
into an agreement to acquire all of the securities of Respondent Blue Circle Industries PLC ("Blue
Circle PLC"); and having reason to believe that the transaction between Respondents is in viola-
tion of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal
Trade Commission Act, as amended, 15 U.S.C. § 45, and it appearing to the Commission that a
proceeding in respect thereof would be in the public interest, hereby issues its Complaint, stating
its charges as follows:
I. RESPONDENTS AND JURISDICTION
1. 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, Paris, France. Lafarge S.A. owns more than 50% of the
common stock of Lafarge Corporation whose office and principal place of business in the
United States is at 12950 Worldgate Drive, Suite 600, Herndon, VA 20191. Lafarge,
among other things, is engaged in the manufacture and sale of cement and lime.
2. Respondent Blue Circle Industries PLC is a company registered in England and Wales
under number 66568 whose registered office is located at 84 Eccleston Square, London,
England. Blue Circle Industries PLC does business in the United States through Blue
Circle North America, Inc., Blue Circle, Inc., BlueChem, L.L.C. and other entities. Blue
Circle PLC, among other things, is engaged in the manufacture and sale of cement and
lime.
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5
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AGREEMENT
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EXTRACTED KEY WORDS
PROPOSED RESPONDENTS SEPARATE CONSENT AGREEMENT BLUE CIRCLE COMMISSION COMPLAINT CIRCLE INDUSTRIES PLC BUSINESS BLUE CIRCLE INDUSTRIES LAWS LAFARGE DIVESTITURE ASSETS COUNSEL UNITED STATES EXECUTION ACCEPTANCE SEPARATE TRUSTEE RELIEF FACTS DRAFT COMPLAINT PROCEEDING CONTEMPLATES PARAGRAPH COMPLIANCE LIME MANAGEMENT LAKES CIRCLE NORTH AMERICA |
UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION
__________________________________________ )
In the Matter of ) )
LAFARGE S.A., )
a corporation, ) )
BLUE CIRCLE INDUSTRIES PLC, ) File No. 001 0112
a corporation, )
)
BLUE CIRCLE NORTH AMERICA, INC., )
a corporation, and ) )
BLUE CIRCLE, INC., )
a corporation. )
__________________________________________)
AGREEMENT CONTAINING CONSENT ORDERS
The Federal Trade Commission ("Commission") having initiated an investigation of the
proposed acquisition by Lafarge S.A. ("Lafarge") of certain voting securities of Blue Circle
Industries PLC ("Blue Circle PLC"), and it now appearing that Lafarge and Blue Circle PLC,
hereinafter sometimes referred to as "Proposed Respondents," are willing to enter into this
Agreement Containing Consent Orders ("Consent Agreement") to divest certain assets and
providing for other relief:
IT IS HEREBY AGREED by and between Proposed Respondents, by their duly
authorized officers and attorney, and counsel for the Commission that:
1. 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, Paris, France. Lafarge S.A. owns more than
50% of the common stock of Lafarge Corporation whose office and principal place of
business in the United States is located at 12950 Worldgate Drive, Suite 600, Herndon,
VA 20191.
2. Proposed Respondent Blue Circle Industries PLC is a company registered in England and
Wales under number 66568 whose registered office is located at 84 Eccleston Square,
1
London, England. Blue Circle Industries PLC does business in the United States through
Blue Circle North America Inc., Blue Circle Inc., BlueChem, L.L.C. and other entities.
3. Proposed Respondent Blue Circle North America, Inc., a corporation controlled by Blue
Circle PLC, is organized, existing and doing business under and by virtue of the laws of
the State of Georgia, and has its office and principal place of business located at 1800
Parkway Place, Suite 1100, Marietta, GA 30067.
4. Proposed Respondent Blue Circle, Inc., a corporation controlled by Blue Circle PLC, is
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6
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TRUSTEE LETTER
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EXTRACTED KEY WORDS
DANIEL SOMES SERVE SEPARATE TRUSTEE WILLIAM TROUTMAN GEORGE ESQ GOTTLIEB HAMILTON WASHINGTON LAFARGE NOTIFY APPOINTED DANIEL LAKES LIME ABOVE-REFERENCED MATTER APARTMENT PORT CLINTON OSPREY |
UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580
Office of the Secretary
June 15, 2001
George S. Cary, Esq.
Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, NW
Washington, DC 20006-1801
Re: Lafarge S.A., et al.
File No. 001-0112
Docket C-4014
Dear Mr. Cary:
This is to notify you that the Commission has appointed Daniel E. Somes to serve as
Great Lakes Hold Separate Trustee and William M. Troutman to serve as the Lime Hold Separate
Trustee on June 15, 2001, in the above-referenced matter.
By direction of the Commission.
Benjamin I. Berman
Acting Secretary
cc: Daniel E. Somes
Apartment E
4287 Marin Woods
Port Clinton, OH 43452
William M. Troutman
411 East Mac Ewen Drive
Osprey, FL 34229
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ANALYSIS
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EXTRACTED KEY WORDS
LIME BLUE CIRCLE ACQUISITION PROPOSED ORDER LAFARGE COMMISSION DIVEST MARKET LAKE COMPLAINT BUSINESS ASSETS SEPARATE ORDER COMPETITION RESPONDENTS CONSENT AGREEMENT ANTICOMPETITIVE EFFECTS SYRACUSE MATERIALS ALLEGES SOUTHEAST REGION CONSUMMATION FIRMS CEMENT MANUFACTURERS NORTH AMERICA JOINT VENTURE SELLS LIME CHEMICAL LIME |
001 0112
Analysis of the Complaint and Proposed Consent Order to Aid Public Comment
Lafarge S.A. and Blue Circle Industries PLC
I. Introduction
The Federal Trade Commission has accepted for public comment a Decision and Order
("Proposed Order"), pursuant to an Agreement Containing Consent Orders ("Consent
Agreement"), against Lafarge S.A. and Blue Circle Industries PLC (collectively "Respondents").
The Proposed Order is intended to resolve anticompetitive effects in the cement and lime markets
stemming from the proposed acquisition by Lafarge of Blue Circle (the "Acquisition"). As
described below, the Proposed Order seeks to remedy anticompetitive effects of the Acquisition in
cement and lime by requiring Respondents to divest certain assets relating to cement to Glens
Falls Lehigh Cement Company; to divest certain other assets relating to cement to an acquirer
approved by the Commission; and to divest certain assets relating to lime to an acquirer approved
by the Commission. The Commission has also issued an Order to Hold Separate and Maintain
Assets ("Hold Separate Order") that, except with respect to the assets to be divested to Glens
Falls, requires Respondents to preserve the businesses they are required to divest as viable,
competitive, and ongoing operations until the divestitures are achieved.
The Proposed Order, if finally issued by the Commission, would settle charges that the
Acquisition may have substantially lessened competition in the markets for cement and lime. The
Commission has reason to believe that the Acquisition would violate Section 7 of the Clayton Act
and Section 5 of the Federal Trade Commission Act. The proposed complaint ("Complaint"),
described below, relates to the basis for this belief.
1
II. The Merging Parties and the Acquisition
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