IN THE UNITED STATES DISTRICT COURT 


FOR THE EASTERN DISTRICT OF PENNSYLVANIA 


IN RE: HYDROGEN PEROXIDE CIVIL ACTION NO. 05-666 

ANTITRUST LITIGATION 

THIS DOCUMENT RELATES TO: 

MDL DOCKET NO. 1682 

INDIRECT PURCHASER CLASS ACTION 

--.. --~--------

ORDER 

AND NOW, this 16th day of August, 2010, upon 

consideration of class plaintiffs' third motion for preliminary 

approval of their proposed settlement with defendants (a) Solvay 

S.A., Solvay America, Inc., and Solvay Chemicals, Inc.; (b) Evonik 

Degussa Corporation and Evonik Degussa GmbH; (c) EKA Chemicals, 

Inc, Akzo Nobel, Inc. and Akzo Nobel Chemicals International B.V., 

(d) FMC corporation; (e) Kemira Chemicals, Inc. and Kemira Oyj; and 

(f) Arkema Inc. (f/k/a/ Atofina Chemicals, Inc.) (docket no. 703), 

which the defendants do not oppose, it is hereby ORDERED that: 

1. The motion (docket no. 703) is GRANTED; 

2. The Court finds that the proposed settlement with 

the defendants, as set forth in the Settlement Agreement between 

the parties and subject to final determination following proper 

notice and a fairness hearing, is sufficiently fair, reasonable and 

adequate to authorize dissemination of notice to the following 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 1 of 43
settlement classes (the "Settlement Classes"), which the Court 

hereby certifies solely for the purpose of the proposed settlement 

with the defendants as follows: 

(a) Arizona Class: All persons and business entities 

that indirectly purchased Hydrogen Peroxide in Arizona from January 

1, 1994 through January 9, 2006; 

(b) California Class: All persons and business entities 

that indirectly purchased Hydrogen Peroxide in California from 

January 1, 1994 through January 9, 2006; 

(c) Nebraska Class: All persons and business entities 

that indirectly purchased Hydrogen Peroxide in Nebraska from 

January 1, 1994 through January 9, 2006; 

(d) Tennessee Class: All persons and business entities 

that indirectly purchased Hydrogen Peroxide in Tennessee from 

January 1, 1994 through January 9, 2006; 

(e) Vermont Class: All persons and business entities 

that indirectly purchased Hydrogen Peroxide in Vermont from January 

1, 1994 through January 9, 2006; 

(f) California Public-Entity Class: All public entities 

that indirectly purchased Hydrogen Peroxide in California from 

January 1, 1994 through January 9, 2006; 

2 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 2 of 43
3. The classes identified in subparagraphs (a) through 

(e) above all exclude public entities; the classes identified in 

subparagraphs (a) through (fl exclude defendants; entities in which 

any defendant has a controlling interest; defendants' employees, 

officers, directors or attorneys; defendants' legal 

representatives, heirs, successors or assigns; and judicial 

officers and jurors who may hear the case; 

4. For purposes of settlement with the defendants and 

on the basis of the entire record before the Court, and there being 

no opposition to certification of the Settlement Classes presently 

operative, the Court finds that the Settlement Classes fully comply 

with the requirements of Fed. R. Civ. P. 23; specifically, the 

Court finds (1) the Settlement Classes are so numerous that joinder 

of all members is impracticable; (2) there are questions of law or 

fact common to the Settlement Classes; (3) the claims or defenses 

of the representative parties are typical of the claims or defenses 

of the Settlement Classes; and (4) the representative parties will 

fairly and adequately protect the interests of the class; 

additionally, for purposes of settlement, the Court finds that one 

or more of the subsections of Fed. R. Civ. P. 23(b) are also met, 

including, but not limited to, finding that the questions of law or 

fact common to class members predominate over any questions 

3 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 3 of 43
affecting only individual members, and that a class action is 

superior to other available methods for fairly and efficiently 

adjudicating the controversy; the Court makes no determination, in 

accordance with In re Warfarin Sodium Antitrust Litig., 391 F.3d 

516, 529-30 (3d Cir. 2004), concerning the manageability of this 

action as a class action if the matter were to go to trial; 

5. The Court approves the form and content of the (a) 

Notice of Proposed Settlement, Distribution of Approved Settlement 

Fund, and Request of Class Counsel for Attorneys' Fees and Expenses 

("Notice"), attached hereto as Exhibit 1; (b) Summary Notice of 

Proposed Settlement, Distribution of Approved Settlement Fund, and 

Request of Class Counsel for Attorneys' Fees and Expenses ("Summary 

Notice"), attached hereto as Exhibit 2; and (c) Proof of Claim 

Regarding Indirect Purchaser Settlement, attached hereto as Exhibit 

6. The Court finds that the mailing and publication of 

the Notice and summary Notice, respectively, in the manner set 

forth herein constitute the best notice practicable under the 

circumstances and is due and sufficient notice to all persons 

1 We expect the plaintiffs to amend these documents to 

reflect that the fairness hearing will convene in Courtroom 15B, 

not Courtroom lOB. 

4 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 4 of 43
entitled thereto and complies fully with the requirements of Fed. 

R. Civ. P. 23 and the due process requirements of the Constitution 

of the United States; 

7. On or before August 23, 2010, to the extent not 

previously provided to the plaintiffs, the defendants shall PROVIDE 

to Class Counsel a list of potential indirect purchasers of 

Hydrogen Peroxide for the time period and states covered by the 

Class definitions, insofar as such a list is reasonably available, 

which will be subject to any applicable protective order already or 

hereafter entered in this action; 

8. On or before November 19, 2010, plaintiffs' counsel 

shall FILE an application for reimbursement of expenses and an 

award of attorneys' fees'; 

9. On or before September 16, 2010 ("Notice Daten), the 

Notice shall be MAILED by first class mail, postage prepaid, to all 

public entities in the State of California; the Notice shall also 

be MAILED by first class mail, postage prepaid, to any other 

entities identified in any list of potential indirect purchasers 

provided by the defendants and all persons who request it in 

2 We decline to set a maximum amount of expenses that 

counsel may request in that application. 

5 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 5 of 43
response to the published Summary Notice provided for in Paragraph 

10 herein; 

10. On or before September 30, 2010, plaintiffs' counsel 

are hereby DIRECTED to cause the Summary Notice, in the form 

attached hereto as Exhibit 2, to be published on two occasions as 

soon as feasible after the Notice Date, in the following 

newspapers: San Francisco Chronicle, Los Angeles Times, San Diego 

union Tribune, Sacramento Bee, Fresno Bee, Arizona Republic, 

Arizona Daily Star, Omaha World-Herald, Lincoln Journal-Star, 

Burlington Free Press, Memphis Commercial Appeal, Nashville 

Tennessean, and Knoxville News Sentinel; in addition, copies of the 

Notice shall be POSTED on the Internet Web site 

www.parishsmall.com; 

11. All requests for exclusion from the Settlement 

Classes must be sent by certified mail, return receipt requested, 

and be received on or before November 5, 2010 and must otherwise 

comply with the requirements set forth in the Notice; 

12. Any member of one or more Settlement Classes who 

objects to the settlement must do so in writing; the objection must 

include the caption of this case, be signed, and be received by the 

Court, Class Counsel and counsel for the defendants on or before 

6 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 6 of 43
November 5, 2010 and shall otherwise comply with the requirements 

set forth in the Notice; 

13. On or before November 19, 2010, plaintiffs' counsel 

shall FILE with the Court and SERVE on the defendants the motion 

for final approval of the Settlement Agreement; 

14. On or before November 19, 2010, plaintiffs' counsel 

shall FILE with the Court and SERVE on the defendants affidavits or 

declarations of the person under whose general direction the 

mailing of the Notice and the publication of the Summary Notice 

were made, showing that mailing and publication were made in 

accordance with this Order; 

15. The Court will CONVENE a fairness hearing ("Fairness 

Hearing") on December 3, 2010 at 2:00 p.m., in Courtroom 15B to 

determine the fairness, reasonableness, and adequacy of the 

proposed settlement with the defendants; any member of the 

Settlement Classes who follows the procedure set forth in the 

Notice may appear and be heard at this hearing; the Fairness 

Hearing may be continued without further notice to the Settlement 

Classes; 

16. Any member of the Settlement Classes who seeks to 

appear and be heard at the Fairness Hearing shall by November 5, 

7 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 7 of 43
2010 SEND a letter with that request to the Clerk of Court, Class 

Counsel, and counsel for the defendants; 

17. The Court APPROVES the establishment of a Settlement 

Fund as set forth in the Settlement Agreement; the Court RETAINS 

continuing jurisdiction over any issues regarding the formation or 

administration of the Settlement Fund; Class Counsel and their 

designees are AUTHORIZED to expend funds from the Settlement Fund 

to pay taxes, tax expenses and notice and administration costs, as 

set forth in the Settlement Agreement, with prior notice to the 

defendants; 

18. Any proofs of claim shall 	be DUE by January 14, 2011; 

19. Gilardi and Co. LLC, 3301 Kerner Blvd., San Rafael, 

California 94901 is APPROVED to serve as Claims Administrator and 

is hereby bound by the terms of the Protective Order previously 

entered in this litigation; Class Counsel shall promptly PROVIDE 

Gilardi and Co. LLC with a copy of the Protective Order; and 

20. The litigation in this action is STAYED, pending 

further 	Order of the Court. 

BY THE COURT: 

8 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 8 of 43
" 

" 

- EXHIBIT 1 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 9 of 43
IN THE UNITED STATES DISTRICT COURT 


FOR THE EASTERN DISTRICT OF PENNSYLVANIA 


IN RE: HYDROGEN PEROXIDE Civil Action No. 05-666 

ANTITRUST LITIGATION 

MDLDocketNo.1682,--_~__ '-~ 

THIS DOCUMENT RELATES TO 

,INDIRECT PURCHASER ACTIONS 

NOTICE OF PROPOSED SETTLEMENT, DISTRIBUTION OF 


APPROVED SETTLEMENT FUND, AND REQUEST 


OF CLASS COUNSEL FOR ATTORNEYS' FEES AND EXPENSES 


Pursuant to Rule 23 ofthe Federal Rules ofCivil Procedure and an Order of the 

United States District Court for the Eastern District of Pennsylvania (the "Court"), you 

are hereby notified, as set forth hereafter, that class representative plaintiffs ("PlaintiffS") 

have entered into a Settlement Agreement with Defendants Solvay S.A.; Solvay America, 

Inc. and Solvay Chemicals, Inc. ("Solvay"); Evonik Dcgussa Corporation formerly 

known as Degussa Corporation and Evonik Degussa GmbH ("Degussa"); EKA 

Chemicals, Inc., Akzo Nobel, Inc., and Akzo Nobel Chemicals International B.V. 

("Akzo"); FMC Corporation ("FMC"); Kemira Chemicals, Inc. and Kemira Oyj 

("Kemira"); and Arkerna Inc. formerly known as Atofma Chemicals, Inc. ("Arkema") (all 

Defendants colleetively referred to herein as "Settling Defendants''). 

You are further notified of a proposed distribution of funds to be derived from the 

Settlement once the Settlement has been approved by the Court, as well as a request by 

Plaintiffs' counsel ("Class Counsel") for an award of attorneys' fees and expenses. 

PLEASE READ THIS NOTICE CAREFULLY IN ITS ENTIRETY, AS IT EXPLAINS 

YOUR RIGHTS WITH RESPECT TO THE PROPOSED SETTLEMENT, HOW AND 

WHEN THE SETTLEMENT FUND WILL BE DISTRIBUTED, HOW AND WHEN 

YOU MUST SUBMIT A PROOF OF CLAIM FORt\1 TO BE ELIGIBLE TO RECEIVE 

A SHARE OF THE SETTLEMENT I<UND. HOW AND WHEN YOU MAY OBJECT 

TO THE SETTLEMENT AND HOW AND WHEN YOU MAY OPT OUT OF THE 

SETTLEMENT. IT ALSO EXPLAINS A REQUEST THAT CLASS COUNSEL WILL 

MAKE FOR AN AWARD OF ATTORNEYS' FEES AND REIMBURSEMENT OF 

EXPENSES FROM THE SETTLEMENT FUND. 

I. BACKGROUND OF THE LITIGATION 

This lawsuit was filed by Plaintiffs as representatives of those who indirectly 

purchased in Arizona, California, Nebraska, Tennessee and Vermont at any time during 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 10 of 43
the period from January I, 1994 through January 9, 2006 (the "Class Period") hydrogen 

peroxide, sodiwn perborate or sodiwn percarbonate produced by the Settling Defendants 

(or any of their subsidiaries or affiliates) ("Hydrogen Peroxide''). An "indirect purchase" 

of Hydrogen Peroxide is a purchase of product produced by one of the Settling 

Defendants but made through an intermediary, such as a distributor, rather than directly 

from a Settling Defendant The Settling Defendants in the lawsuit are: Solvay S.A.; 

Solvay America, Inc. and Solvay Chemicals, Inc. ("Solvay"); Evonik Degussa 

Corporation formerly known as Degussa Corporation and Evonik Degussa GmbH 

("Degussa"); EKA Chemicals, Inc., Ak:zo Nobel, Inc., and Akzo Nobel Chemicals 

International B.V. ("Akzo"); FMC Corporation ("FMC"); Kemira Chemicals, Inc. and 

Kemira Oyj ("Kemira"); and Arkema Inc. formerly known as Atofina Chemicals, Inc. 

("Arkema"). 

The lawsuit asserts that, as a result of the alleged conduct of the Settling 

Defendants, the prices paid for Hydrogen Peroxide produced by the Settling Defendants 

during the Class Period were higher than they otherwise would have been. The lawsuit 

seeks treble damages, injunctive relief; attorneys' fees and costs from Settling 

Defendants. 

A. 	 Proposed Settlement With Settling Defendants 

Plaintiffs have entered into a proposed Settlement Agreement with Settling 

Defendants. 

While Plaintiffs believe they have meritorious claims against Settling Defendants, 

each Settling Defendant vigorously denies any liability. The parties entered into the 

Settlement Agreement to avoid further expense, inconvenience, and the distraction of 

burdensome and protracted litigation. 

Plaintiffs and Class Counsel have concluded that the Settlement with the Settling 

Defendants according to the terms of the Settlement Agreement is in the best interests of 

the members of the Settlement Classes (defined below), which are represented by the 

Plaintiffs. Plaintiffs and Class Counsel have entered into the proposed Settlement 

Agreement after weighing the benefits of the Settlement against the probabilities of 

success or failure of the lawsuit against Settling Defendants. The Settlement described in 

this Notice was reached after arms-Iength negotiatiollS. 

The Court has certified classes for settlement purposes (the "Settlement Classes"), 

which are defined as follows: 

(a) 	 Arizona Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Arizona from January I, 1994 

through January 9, 2006. 

(b) 	 California Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in California from January I, 1994 

through January 9, 2006. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 11 of 43
(c) 	 Nebraska Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Nebraska from January I, J994 

through January 9, 2006. 

(d) 	 TelUlessee Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Tennessee from January I, 1994 

through January 9, 2006. 

(e) 	 Vennont Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Vennont from JanllllIj' I, 1994 

through JanllllIj' 9, 2006. 

(f) 	 California Public-Entity Class: All public entities that indirectly 

purchased Hydrogen Peroxide in California from JanllllIj' I, 1994 

through January 9, 2006. 

The classes identified in subparagraphs (a) through (e) above all exclude public entities. 

The classes identified in subparagraphs (a) through (f) exclude Settling Defendants; 

entities in which any Settling Defendant has a controlling interest; Settling Defendants' 

employees, officers, directors, or attorneys; Settling Defendants' legal representatives, 

heirs, successors, or assigns; and judicial officers and jurors who may hear the case. 

The Court has certified the Settlement Classes solely for the purpose of settling 

potential claims against Settling Defendants. No class of plaintiffs is certified in this 

litigation for any purpose other than the proposed Settlement 

B. 	 Terms Of Proposed Settlement With Settling Defendants 

Under the proposed Settlement, Settling Defendants have agreed to pay the 

following individual amounts: 

Solvay $ 2,100,000 


Degussa $ 950,000 


Akzo $ 675,000 


FMC $ 250,000 


Kemira $ 225,000 


Arkema $ 0 


Each Settling Defendant has paid its individual amount and Class Counsel has 

deposited the total $4.2 million payment in a fully-insured deposit account. 

Under the Settlement Agreement, a $50,000 opt-out credit will be allocated 

among Degussa, Aho, FMC and Kemira for each business or government entity that 

opts out of the Settlement and which has $2,000,000 or more of Hydrogen Peroxide 

purchases during the Class Period. If more than four (4) such business or government 

entities opt-out of this settlement, Plaintiffs may, but are not required to, withdraw from 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 12 of 43
the settlement with any defendant that does not agree to cap its credit at the amount it 

would have received had only four (4) such business or government entities opted out. 

The portion of the Settlement Fund that will be distributed to eligible business and 

governmental members ofthe Settlement Classes who submit a valid and timely Proofof 

Claim form is that portion (the ''Net Settlement Funds'') that remains after deduction of: 

distribution to chatities in the amount of $166, 130 for the indirect benefit ofindividual 

class members; notice and adminlstration costs, ineluding the fees and costs of the Claims 

Administrator that may hereafter be approved by the Court; any expenses that the Court 

may award; any attorneys' fees and expenses that may hereafter be awarded to Class 

Counsel; and any opt out eredit for Defendants Degussa, Akzo, FMC and Kemira as 

described above. The amount of attorneys' fees and expenses that Class Counsel will 

request the Court to award is described in Section V. below. 

To settle claims of consumer class members, $166,130 shall be distributed to notfor-profit organizations and governmental entities that promote competition in the 

marketplace, work for conswner protection or which otherwise would benefit consumer 

Class Members, as approved by the Court. 

The above is only a summary of the basie terms ofthe proposed Settlement. You 

should rely on the precise terms and conditions ofthe Settlement Agreement, and not 

merely this summary ofthe basic terms, in evaluating the Settlement and your rights and 

options with respect thereto. 

The full Settlement Agreement is on file and may be examined or copied during 

regular business hours at the office of the Clerk ofthe United States District Court for the 

Eastern District of Pennsylvania, 601 Market Street, Philadelphia, Pennsylvania 19106. 

Copies of the Settlement Agreement are also available from Plaintiffs' counsel identified 

in this Notice and at www.parishsmal1.com. 

PLEASE DO NOT TELEPHONE THE COURT REGARDING ANY 

INQmRIES CONCERNING THE PROPOSED SETTLEMENT. 

II. 	 CONSEOUENCES OF SETTLEMENT CLASS MEMBERSHIP-OPTION 

TO REOUEST EXCLUSION FROM THE SETTLEMENT CLASSES 

Ifyou come within the definition of one or more of the Settlement Classes, you 

are a member ofthose Settlement Classes and have the following options: 

A. You May Do Nothing and Remain a Member ofQQe or More of the Settlement 

Classes. If you are a member of one or more of the Settlement Classes and wish to remain 

a member, you do not have to do anything. Ifyou choose to take no action, your interests 

as a member of a Settlement Class will be represented by the Plaintiffs and Class 

Counsel. You will be bound by the terms of the Settlement Agreement and by any final 

judgment that may be entered. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 13 of 43
As a member of a Settlement Class, you will not be responsible for attorneys' fees 

or litigation expenses. 

In addition, if the Court grants final approval of the Settlement Agreement, you 

will be bound by the terms ofthat agreement and by any judgment entered in accordance 

with it. 

luere is no need to do anything now other than complete and return a Proof of 

Claim on or before , unless you wish to exclude yourself from the 

Settlement Classes or to object to the Settlement described herein, the distribution of the 

Settlement Fund, or the application of Class Counsel for attorneys' fees and expenses 

described in this Notice. Along with this Notice, you have been sent a Proof of Claim 

that you will need to complete if you wish to share in the proceeds of the proposed 

Settlement. If you submit a valid and timely proof of claim, your share ofthe distribution 

will be as set forth below under the heading "Distribution ofSettlement Fund." 

B. You May Remain A Member ofOne or More ofthe Settlement Classes and 

Hire Your Own Attorney to Represent You At Your Own Expense. Ifyou are a member 

of one or more ofthe Settlement Classes and do not wish to be represented by the 

Plaintiffs and Class Counsel, you may enter an appearance through your own attorney. 

To do so, your attorney must file a Notice ofAppearance with the Clerk ofthe United 

States District Court for the Eastern District of Pennsylvania, 601 Market Street, 

Philadelphia, Pennsylvania 19106, and send a copy ofthe Notice ofAppearance to 

counsel for the Plaintiffs and Defendants who are identified at the end ofthis Notice. 

You will then continue, as a member ofthe Settlement Classes with representation by 

your own attorney, and you will be responsible for the fees and costs ofthat attorney. 

C. you May Request Exclusion from One or More ofthe Settlement Oasses: If 

you elect to exclude yourself from the Settlement Classes, you must mail a written 

request identifying the Settlement Class from which you wish to be excluded to the Clerk 

ofthe Court clo Settlement Administrator at the following address: Gilardi & Co. LLC, 

3301 Kerner Blvd., San Rafael, CA 94901, Phone: (800) 654·5763. The written request 

for exclusion must inelude the full name ofthe purehaser, including any predecessor or 

successor entities, and your address, the dollar amount of purehases made by the 

purchaser ofHydrogen Peroxide in Arizona, California, Nebraska, Tennessee and 

Vermont during the period from January 1, 1994 through January 9, 2006, and 

specifically state that you request exclusion from the Settlement Classes. The written 

request for exclusion must be sent by certified mail, return receipt requested, and be 

received no later than ,2010 [50 days after notice is mailed). If 

you elect to be excluded from a Settlement Class and the proposed Settlement with 

respect to that Settlement Class is fmally approved, you will not be entitled to share in the 

proceeds of that settlement and will remain free to pursue any legal rights you may have 

against the Settling Defendants. 

D. you May Object. If you are a member ofone or more ofthe Settlement 

Classes and do not elect exclusion from a given Settlement Class, you may object to the 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 14 of 43
terms of the Settlement Agreement, the distribution of the approved Settlement Fund or 

the application for attorneys' fees and expenses described in this Notice. To do so, you 

must mail a written objection, including a statement of the nature and grounds for your 

objection to the Clerk of the Court at the following address: 60 I Market Street, 

Philadelphia, Pennsylvania 19106, and copies of any objections must also be mailed to 

Class Counsel and counsel for Defendants listed at the end ofthis Notice. The written 

objeetion must include the caption of this litigation, be signed, and be received no later 

than ____________' 

III. EFFECT OF THE SETTLEMENT 

The Settlement Agreement is intended to settle and contains a release of all claims 

that the Settlement Classes, as indirect purchasers of Hydrogen Peroxide in Arizona, 

California, Nebraska. Tennessee and Vermont, have asserted or could have asserted 

arising out of any act or omission that is the subject matter ofthe lawsuit. The Release is 

set forth in the Settlement Agreement, which is on file with the Clerk of the Court and 

which is also available from Class Counsel identified in this Notice and at 

www.parishsmaIl.com. Ifyou do not exclude yourself from a Settlement Class, you (and 

your respective past and present parents, subsidiaries, successors, affiliates, and agents, 

heirs, successors, administrators and assigns) will be deemed to have entered into the 

corresponding release if the Settlement is approved by the Court and becomes effective. 

If you remain in a Settlement Class, you may not, after the Effective Date, seek to 

institute, maintain, prosecute or continue to maintain or prosecute any suit, action or other 

proceeding, or collect from or proceed against the Settling Defendants and other 

Releasees based on the Released Claims. 

If the Settlement is approved by the Court and the approval become fmal, the 

Settlement will be consummated on the terms set forth in the Settlement Agreement as 

described herein, and the litigation as to the Settling Defendants will be completed in its 

entirety. Ifthe proposed Settlement is not approved by the Court or does not become 

final for some other reason, the litigation shall continue against any Settling Derendant(s) 

whose Settlement Agreement is not approved or does not become final. 

IV. DISTRIBUTION OF THE SETTLEMENT FUND 

Ifthe Settlement receives final approval, the Settlement Fund will be distributed 

to members of the Settlement Classes who are eligible to receive a share of the 

Settlement Fund as described in this Notice. If you exclude yourself from one or more of 

the Settlement Classes, you will not be able to share in the approved Settlement Fund 

with respect to those classes. PLEASE NOn! THAT, IN ORDER TO BE EUGIBLE 

TO RECEIVE A SHARE OF THE SETTLEMENT PROCEEDS, EUGIBLE CLASS 

MEMBERS MUST COMPLETE AND SUBMIT A PROOF OF CLAIM FORM 

BY , AS SPECIFIED IN THE ACCOMP ANYINO PROOF OF 

CLAlMFORM. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 15 of 43
A. The portion of the Settlement Fund that will be distributed to eligible 

business and governmental members ofthe Settlement Classes who submit a valid and 

timely Proof ofClaim form is that portion (the "Net Settlement Funds") that remains after 

deduction of: distribution to charities in the amount 0($166,130 for the indirect benefit 

ofindividual class members, notice and administration costs, including the fees and costs 

ofthe Claims Administrator that may hereafter be approved by the Court; any expenses 

that the Court may award; any attorneys' fees and expenses that may hereafter be 

awarded to Class Counsel; and any opt out credit for Defendants Degussa, Akzo, FMC 

and Kemira as described above. The amount of attorneys' fees and expenses that Class 

Counsel will request the Court to award is described in Section V. below. 

B. The Net Settlement Funds will be distributed pro-rata to each eligible 

member ofthe Settlement Classes who submits a valid and timely Proof of Claim based 

on its total "Recognized Claim." 

(i) The "Recognized Claim" for indirect purchases of 

Hydrogen Peroxide in Arizona, California, Nebraska, Tennessee 

and Vermont during the period January 1, 1994 through January 9, 

2006 shall be equal to the dollar amount of the Settlement Class 

Member's purchases ofHydrogen Peroxide in the Settlement Class 

Member's state during that period. 

(ii) Only indirect purchascs (indirect purehases do not include 

purchases from the defendants or from another manufacturer) of 

Hydrogen Peroxide may be claimed. 

(iii) For purposes of distribution, the Settlement Classes will be 

treated as a single class, so that each eligible member who files a 

recognized claim will receive a pro rata share ofthe Settlement 

Fund based on Recognized Claims filed by eligible members of all 

Settlement Classes. 

C. The Net Settlement Fund will be distributed to eligible business and 

governmental Settlement Class members on a pro rata basis among all Settlement Class 

members who submit valid and timely claims. In other words, each Settlement Class 

member shall be paid the percentage of the Net Settlement Fund that each Settlement 

Class member's Recognized Claim bears to the total of the Recognized Claims of all 

Settlement Class members who have submitted valid and timely proof ofclaim forms. 

v. 	 APPLICATION FOR AN AWARD OF ATTORNEYS' FEES AND 

REIMBURSEMENT OF EXPENSES 

Class Counsel intend to ftle an application for reimbursement ofexpenses and an 

award ofsuch attorneys' fees as the court may award not to exceed 30% ofthe Settlement 

Fund ("Fee Petition"), prior to any applicable reduction. The Fee Petition will also 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 16 of 43
include a request by Class Counsel to be reimbursed for disbursements for litigation 

expenses, not to exceed $____-' 

The Fee Petition will be filed with the Court on or before , 2010 

and will be available for inspection in the office ofthe Clerk ofthe United States District 

Court for the Eastern District of Pennsylvania, 601 Market Street, Philadelphia, 

Pennsylvania 19106. The Fee Petition is also available through the Claim Administrator 

or Class Counsel. 

VI, HEARING 

The Court will hold a hearing at the United States District Court for the Eastern 

District of Pennsylvania, 601 Market Street, Courtroom lOB, Philadelphia, Pennsylvania 

19106, on 2010, at (a.mjp.m.), with respect to the motion of Class Counsel for 

final approval ofthe Settlement with Settling Defendants, the distribution ofthe approved 

Settlement Funds, and the request by Class Counsel for an award of attorneys' fees and 

expenses to be paid from the approved Settlement rund as described above. The Hearing 

may be continued without further notice. It is not necessary for you to appear at the 

Hearing unless you wish to be heard. 

You may ask the Court for permission to speak at the Hearing. To do so, you 

must send a letter saying that it is your "Notice of Intention to Appear in In re Hydrogen 

Peroxide Antitrust Litigation." Be sure to include your name, address, telephone number, 

and your signature. Your Notice ofIntention to Appear must be postmarked no later than 

-=--=--=---:-__-:--:' and be sent to the Clerk ofthe Court, Class Counsel and counsel 

for Defendants at the addresses listed below. 

VII. NOTICE TO ATTORNEYS OF RECORD 

Copies ofall documents filed with the Clerk ofthe Court should be sent to each of 

the following counsel: 

William H. Parish 

PARISH & SMALL 

A Professional Law Corporation 

1919 Grand Canal Blvd., Suite A-.5 

Stockton, California 95207 

Francis O. Scarpulla 

ZELLE HOFFMAN VOEBEL & MASON LLP 

44 Montgomery Street, Suite 3400 

San Francisco, California 94104 

Gordon Ball, TN BPR # 00113.5 

BALL & SCOTI LAW OrFICES 

Suite 601, Bank: ofAmerica Center 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 17 of 43
550 Main Street 

Knoxville, TN 37902 

Co-Lead Counsel for Plaintiffs 

Robert A. Sacks 

Adam S. Paris 

SULLIVAN & CROMWELL LLP 

1888 Century Park East 

Los Angeles, California 90067 

Counselfor Solvay 

Daniel G. Swanson 

GIBSON DUNN & CRUTCHER LLP 

333 South Grand Ave. 

Los Angeles, CA 90071 

Reid J. Allred 

GmSON DUNN & CRUTCHER LLP 

1801 California Street 

Denver, CO 80202-2642 

Counsel for Akzo 

Michael Antalics 

William T. Buffaloe 

O'Melveny & Myers LLP 

1625 Eye Street NW 

Washington, D.C. 20006-4001 

Counselfor Evonik Degussa Corporation 

and Evonik Degussa GmbH 

Joseph A. Tate 

Christine C. Levin 

DECHERTLLP 

CiraCentre 

2929 Arch Street 

Philadelphia, P A 19104 

Counselfor FMC 

Jeffrey S. Cashdan 

KING & SPALDING LLP 

1180 Peachtree Street, NE 

Atlanta, GA 30309-3521 

Counsel for Kemira 

Steven E. Bizar 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 18 of 43
Bu;;hanan Ingersoll & Rooney PC 

50 South 16th Street, Suite 3200 

Philadelphia, PA 19102-2555 

Counsel for Arkema 

VIII. CHANGE OF ADDRESS 

Ifthis Notice reached you at an address other than the one on the mailing label, or if your 

address changes, please send your correct address to the Claims Administrator at _~ 

Dated:____, 2010. 

PLEASE DO NOT TELEPHONE THE COURT REGARDING ANY INQUIRIES 

CONCERNING THIS NOTICE. 

Clerk ofCourt 

United States District Court 

for the Eastern District of Pennsylvania 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 19 of 43
· . EXHIBIT 2 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 20 of 43
IN THE UNITED STATES DISTRICT COURT 


FOR THE EASTERN DISTRICT OF PENNSYLVANIA 


IN RE: HYDROGEN PEROXIDE ICivil Action No. 05-66 

ANTITRUST LITIGA TlON 

. MDL Docket No. 1:...:6"'8::.2______-1 

I

THIS DOCUMENT RELATES TO 

. INDIRECT PURCHASER ACTIONS 

SUMMARY NOTICE OF PROPOSED SETTLEMENT, DISTRIBUTION 


OF APPROVED SETILEMENT FUND, AND REQUEST 


OF CLASS COUNSEL FOR ATTORNEYS' FEES AND EXPENSES 


IF YOU PURCHASED HYDROGEN PEROXIDE. SODIUM PERHORA TE. OR 


SODIUM PERCARBONATE FROM JANUARY I. 1994 THROUGH JANUARY 9. 


2006. PLEASE READ THIS LEGAL NOTICE 


YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil 

Procedure and an Order of the U ruted States District Court for the Eastern District of 

Pennsylvania dated , 2010, that a Fairness Hearing will be held on 

::---::-~__' 2010, before the Honorable Stewart Dalzell, United States District Court 

for the Eastern District of Pennsylvania, at 601 Market Street, Philadelphia, PA 19106. 

The Fairness Hearing is to determine whether a proposed settlement of the abovecaptioned class action with Defendants should be approved by the Court as falr, 

reasonable and adequate, and whether the class action against the Defendants should be 

dismissed with prejudice. In addition, the Court will consider the request of counsel to 

the class representative plaintiffs ("Class Counsel") relating to distribution of the 

Settlement Fund, as well as the requests of Class Counsel for an award of attorneys' fees 

and reimbursement of expenses that have been advanced and incurred in connection with 

the prosecution ofthis litigation. 

PLEASE DO NOT CONTACT THE COURT OR 


THE CLERK'S OFFICE FOR INFORMATION. 


Who is Involved? 


You are a member of a Settlement Class if you indirectly purchased hydrogen peroxide, 


sodium perborate, or sodium percarbonate manufactured by a Settling Defendant 


("Hydrogen Peroxide") and sold in Arizona, California, Nebraska, Tennessee or Vermont 


from January 1, 1994 to January 9, 2006 and you are not excluded as described below. 


The Settling Defendants are: Solvay S.A.; Solvay America, Inc. and Solvay Chemicals, 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 21 of 43
Inc. ("Solvay"); Evonik Degussa Corporation formerly known as Degussa Corporation 

and Evonik Degussa GmbH ("Degussa"); EKA Chemicals, Inc., Akzo Nobel, Inc., and 

Akzo Nobel Chemicals International B.V. ("Akzo"); FMC Corporation ("FMC"); Kemira 

Chemicals, Inc. and Kemira Oyj ("Kemira"); or Arkema Inc. formerly known as Atofma 

Chemicals, Inc. ("Arkema") (collectively "Settling Defendants"). 

The term "indirectly purchased" means that you did not buy Hydrogen Peroxide directly 

from any Settling Defendant, but instead purchased Hydrogen Peroxide from an 

intermediary. 

IF YOU ARE A MEMBER OF A SETILEMENT CLASS, YOUR RIGHTS WILL BE 

AFFECTED AND YOU MAY BE ENTITLED TO A SETTLEMENT AWARD. 

Who is Excluded From Being a Member of a Settlement Class? 

Public entities in states other than California are excluded. Settling Defendants; entities 


in which any Settling Defendant has a controlling interest, Settling Defendants' 


employees, officers, directors, or attorneys, Settling Defendants' legal representatives, 


heirs, successors, or assigns, and judicial officers and jurors who may hear the case are 


also excluded. 


Who are the Settling Defendants? 


Settling Defendants Solvay S.A.; Solvay America, Inc. and Solvay Chemicals, Inc. 


("Solvay"); Evonik Degussa Corporation formerly known as Degussa Corporation and 


Evonik Degussa GmbH ("Degussa"); EKA Chemicals, Inc., Akzo Nobel, Inc., and Akzo 


Nobel Chemicals International B.V. ("Akzo"); FMC Corporation ("FMC"); Kemira 


Chemicals, Inc. and Kemira Oyj ("Kemira"); and Arkema Inc. formerly known as 


Atofina Chemicals, Inc. ("Arkema") 


Wbat is this Litigation About? 


Plaintiffs alleged that the Settling Defendants participated in an unlawful conspiracy to 


fix, maintain or stabilize the price of Hydrogen Peroxide in violation ofCalifornia, 


Tennessee, Arizona, Nebraska and Vermont law. The lawsuit asserts that, as a result of 


the alleged conduct ofthe Settling Defendants, the prices paid for Hydrogen Peroxide 


during the Class Period were higher than they otherwise would have been. Settling 


Defendants deny Plaintiffs' allegations, and deny that this lawsuit should be certified as a 


class action. 


What are the Terms of the Settlement? 


The Court has preliminarily approved the settlement whieh calls for the Settling 


Defendants to pay as follows; Solvay· $2,100,000; Degussa - $950,000; Akzo­


$675,000; FMC - $250,000, Kemira $225,000; Arkema - $0, for a total of $4.2 million. 


Each Settling Defendant is responsible only for its individual share stated above. 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 22 of 43
Settling Defendants Degussa, Akzo, Kemira and FMC also have the right to receive a 

credit (up to a collective total of $200,000) for opt outs, as more fully set forth in the 

Settlement Agreement. 

The amount paid in settlement by Settling Defendants after deduction for payment of any 

(I) court-ordered attorneys' fees, (2) reimbursement of litigation expenses as approved by 

the Court, (3) expenses ofproviding notiee to the Settlement Classes and ofadministering 

and distributing the settlement fund (including tax-related expenses and (4) opt out refund 

will be paid as follows: a portion of the Settlement Fund ($166,130) will be distributed 

to not-for-profit organizations and government entities that promote competition in the 

marketplace, work for consumer protection, or which otherwise would indirectly benefit 

consumer Class members as approved by the Court. The remainder will be distributed to 

business and government class members who submit valid claims based upon the class 

members' percentage oftota! purchases. 

Class Counsel intend to file an application for an award of attorneys' fees and 

reimbursement of expenses ("Fee Petition") for such fees as the Court may award but not 

to exceed 300/0 of the Settlement FWld, prior to any applicable reduction. The Fee Petition 

will also include a request by Class Counsel to be rcimbursed for disbursements for 

litigation expenses, not to exceed $_____ 

The Fee Petition will be filed with the Court on or before ,2010 and 

will be available for inspection in the office ofthe Clerk of the United States District 

Court for the Eastern District of Pennsylvania, 601 Market Street, Philadelphia, 

Pennsylvania 19106. The Fee Petition is also available through the Claim Administrator 

at Gilardi & Co. LLC, 3301 Kerner Blvd., San Rafael, CA 94901, Phone: (800) 654­

5763, www.gilardi.com or Class CounseL 

What are My Rights? 

I. You May Do Nothing and Remain a Member ofa Settlement Class. Ifyou are a 

member of a Settlement Class and wish to remain a member, you do not have to do 

anything. If you choose to take no action, your interests as a member of one or more of 

the Settlement Classes will be represented by the Plaintiffs and Class Counsel. You will 

be bound by the terms of the Settlement Agreement and by any final judgment that may 

be entered. 

In order to receive a portion ofthe Settlement Fund, you must complete and 

return a Proof of Claim on or before . Claim Forms are available by 

contacting the Claim Administrator at Gilardi & Co. LLC, 3301 Kerner Blvd., San 

Rafael, CA 94901, Phone: (800) 654-5763, www.gilardLcom or at 

www.parishsmall.com. PLEASE NOTE THAT YOU MUST SUBMIT A PROOF OF 

CLAIM FORM ON OR BEFORE ,2010, IN ORDER TO BE 

ELIGIBLE TO RECEIVE A SHARE OF THE SETTLEMENT FUND. 

2. You May Remain A Member of One or More of the Settlement Classes and 

Hire YOW Own Attorney to Represent You At Your Own Expense. Ifyou do not wish to 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 23 of 43
be represented by the Plaintiffs and Class Counsel, you may enter an appearance through 

your own attorney. To do so, your attorney must file a Notice of Appearance with the 

Clerk of the United States District Court for the Eastern District ofPennsylvania, 601 

Market Street, Philadelphia, Pennsylvania 19106, and send a copy of the Notice of 

Appearance to counsel for the Plaintiffs and Defendants who are identified at tbe end of 

this Notice. You will then continue, as a member ofthe Settlement Classes with 

representation by your own attorney, and you will be responsible for the fees and costs of 

that attorney. 

3. You May Request Exclusjon from the Settlement Classes; If you elect to 

exclude yourselffrcm one or more ofthe Settlement Classes, you must mail a written 

request identifying the Settlement Class from which you wish to be excluded to the Clerk 

ofthe Court clo Settlement Administrator at the following address: Gilardi & Co. LLC, 

3301 Kerner Blvd., San Rafael, CA 94901, Phone: (800) 654·5763. The written request 

for exclusion must include the full name ofthe purchaser, including any predecessor or 

successor entities, and your address, the dollar amount of purchases of Hydrogen 

Peroxide made by the purchaser in Arizona, California, Nebraska, Tennessee and 

Vermont during the period from January 1, 1994 through January 9, 2006, and 

specifically state that you request exclusion from one or more of the Settlement Classes. 

The written request for exclusion must be sent by certified mail, return receipt requested, 

and be received no later than , 2010 [50 days after noti~e is 

mailed). If you elect to be excluded from a Settlement Class and the proposed 

Settlement is finally approved, you will not be entitled to share in the proceeds of the 

Settlement and will remain free to pursue any legal rights you may have against the 

Settling Defendants. 

4. You May Object Ifyou are a member ofone or more of the Settlement 

Classes and do not elect exclusion from a given Settlement Class, you may object to the 

terms of!be Settlement Agreement prior to final approval, the distribution ofthe 

approved settlement funds or the application for attorneys' fees and expenses described in 

this Notice, To do so, you must mail a written objection, including a statement ofthe 

nature and grounds for your objection to the Clerk ofthe Court to the following address: 

601 Market Street, Philadelphia, Pennsylvania 19106. Copies of any objections must 

also be mailed to Class Counsel and counsel for Defendants listed at the end ofthis 

Notice. The written objection must include the caption ofthis litigation, be signed, and be 

received no later than _____________ 

You may request a copy ofthe Settlement Agreement or direct questions about 

the lawsuit or the settlement in writing to Class Connsel at the following addresses: 

William H. Parish, PARISH & SMALL, P.C, 1919 Grand Canal Blvd., Suite A-5, 

Stockton, California 95207, Tele: 209-952·1992, Fax: 209·952-0250; Frands O. 

S~arpulla, ZELLE HOFFMAN VOEBEL & MASON LLP, 44 Montgomery Street, 

Suite 3400, San Francisco, California 94104, Tele: 415-693·0700, Fax: 415-693-0770; 

W. Gordon Ball, BALL & SCOTT LAW OFFICES, Suite 601, 550 Main Street 

Knoxville, TN 37902, Tele: 865-525-7028, Fax: 865-525-4679. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 24 of 43
Defense Counsel are: Robert A. Sacks, Adam S. Paris. SULLIVAN & 

CROMWELL LLP, 18S8 Century Park East, Los Angeles, California 90067, Counsel for 

Solvay; Daniel G. Swanson, GIBSON DUNN & CRUTCHER LLP, 333 South Grand 

Ave., Los Angeles, CA 90071 and Reid J. Allred, GIBSON DUNN & CRUTCHER LLP 

180 I California Street, Denver, CO 80202-2642, Counsel for Akzo; Michael Antalics 

and William T. Buffaloe, O'Melveny & Myers LLP, 1625 Eye Street NW, Washington, 

D.C. 20006-4001; Counsel for Degussa; Joseph A. Tate and Christine C. Levin, 

DECHERT LLP, Cira Centre, 2929 Arch Street Philadelphia, PA 19104, Counsel for 

FMC; Jeffrey S. Cashdan, KING & SPALDlNG LLP, 1180 Peachtree Street, NE. 

Atlanta, GA 30309·3521. Counsel for Kemira; Steven E. Bizar, Buchanan Ingersoll & 

Rooney PC, 50 South 16th Street, Suite 3200. Philadelphia. PA 19102·2555, Counsel for 

Arkema. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 25 of 43
EXHIBIT 3 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 26 of 43
IN THE UNITED STATES DISTRICT COURT 


FOR THE EASTERN DISTRICT OF PENNSYLVANIA 


IN RE: HYDROGEN PEROXIDE ICivil Action No. 05-666 

ANlTIRUST LITIGATION I _________ --i MDL Docket No. 1682 

THIS DOCUMENT RELATES TO 

INDIRECT PURCHASER ACTIONS 

PROOF OF CLAIM REGARDING INDIRECT PURCHASER SETILEMENT 

PLEASE READ THIS ENTIRE FORM CAREFULLY 

This claim form relates to a proposed settlement between the Settlement Qasses 

and Defendants as described in the accompanying Notice of Proposed Settlement, 

Distribution of Approved Settlement Fund and Application for an Award of Attorneys' 

Fees and Expenses ("Notice"). 

As described more fully in the Notice, if the proposed Settlement with the 

Defendants is approved by the Court, Plaintiffs will seek permission from the Court to 

distribute the settlement proceeds, less (1) any amounts that may be awarded by the Court 

for attorneys' fees and expenses as set forth in the Notice, (2) a $166,130 distribution to 

charities for the indirect benefit of individual consumers who suffered very small 

monetary losses and whose identity would be difficult, if not impossible, to determine, 

(3) expenses of providing notice to the Settlement Classes and of administering and 

distributing the settlement fund (including tax-related expel1Jles), and (4) any opt-out 

credit for Defendants as described in the Notice ("Net Settlement Funds"). 

The Net Settlement Funds "'ill then be distributed to members of the Settlement 

Classes described in the Notice who submit a valid and timely proof ofclaim on or before 

______-',2010. 

If you are a member of a Settlement Class, you may be entitled to share in the 

distribution of the Net Settlement Funds. To receive your share of the Net Settlement 

Funds, you must submit a timely and valid Proof of Claim in accordance with these 

instructions. 

YOU MUST FILE mE ATTACHED PROOF OF CLAIM WITH THE CLAIMS 

ADMINISTRATOR ON OR BEFORE ,2010 TO SHARE IN 

THE SETTLEMENTS. THE PROOF OF CLAIM MUST BE SIGNED BY YOU, A 

DUL Y AUTHORIZED OFFICER, OR OTHER AUTHORIZED AGENT OF THE 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 27 of 43
CLAlMANT AND MUST CLEARLY IDENTIFY THE NAME AND POSITION OF 

THE PERSON SIGNING. 

FOR THE PURPQsE OF COMPLETING THIS FORM. HYDROGEN PEROXIDE 

INCLUDES SODIUM PERBORATE AND SODIUM PERCA@ONATE 

MANUfACTURED BY THE DEFENDANTS ("HYDROGEN PEROXIDE"). 

rr: What is included in the Proof ofClaim? . 

The Proof of Claim contains several sections. It includes the Identity ofthe Claimant, the 

Contact Person, SchedUle of Hydrogen Peroxide Purchases, Trade Names and Years 

Used, Purchases Made on Behalf of Another Entity, Other Locations (Including Affiliates 

and Subsidiaries), Proof of Purchases, Basis for Estimates, Claims Based Upon 

Assignment or Transfer, a Certification, and a Substitute Form W-9. All must be 

completed, if applicable, and returned to the Claims Administrator. Please type or neatly 

print all requested information. 

The Schedule of Hydrogen Peroxide Purchases is for you to complete with the amount of 

your indirect Hydrogen Peroxide purchases in Arizona, California, Nebraska, Tennessee 

and Vermont during the period January I, 1994 through January 9, 2006. ("Class 

Period"). 

The Certification contains statements to be certified as true. 

The Substitute Form W -9 requires the submission of a federal taxpayer identification 

number. 

The information in the sections entitled "Identity of Claimant" and "Contact Person," will 

be used to communicate with you. If you fail to complete that information, including the 

name, address, telephone number and e-mail address of the person to be contacted, you 

will make it difficult, if not impossible, for us to send you a check for your share ofthe 

settlement 

I 2. Am I eligible. to participate in the Settlement Fund? 

You are eligible to submit this Proof of Claim seeking to share in the distribution of the 

Net Settlement Funds in this litigation if you have not excluded yourself from the 

Settlement Classes and ifyou fit one or more ofthe following descriptions: 

(a) 	 Arizona Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Arizona from January I, 1994 

through January 9, 2006. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 28 of 43
(b) 	 California Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in California from January I, 1994 

through January 9, 2006. 

(c) 	 Nebraska Class: AU persons and business entities that indirectly 

purchased Hydrogen Peroxide in Nebraska from January 1, 1994 

through January 9, 2006. 

Cd) 	 Tennessee Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Tennessee from January 1, 1994 

through January 9, 2006. 

(e) 	 Vermont Class: All persons and business entities that indirectly 

purchased Hydrogen Peroxide in Vermont from January 1, 1994 

through January 9, 2006. 

(f) 	 Califgrnia Public-Entity Class: All public entities that indirectly 

purchased Hydrogen Peroxide in California from January I, 1994 

through January 9, 2006. 

The classes identified in subparagraphs (a) through (e) above all exclude public entities. 

The classes identified in subparagraphs (a) through (f) exclude Defendants; entities in 

which any Defendant has a controlling interest; Defendants' employees, officers, 

directors, or attorneys; Defendants' legal representatives, heirs, successors, or assigns; 

and judicial officers and jurors who may hear the case. 

I 3. What ifI received more than one Procfof Claim? 

You may reeeive more than one Proof of Claim if you used more than one billing 

address, more than one delivery address or more than one trade name. Whether or not 

you receive more than one Proof ofClaim, you should complete only one Proof of Claim 

and list all applicable trade names and addresses. 

I4. What ifI purchased formQre than one entity or at more than one location? 

Each business or public entity making a claim must submit its claim on a separate Proof 

of Claim. You should list all applicable names and addresses for each company for which 

you are filing a claim. 

15. What do I have to do? 

You must complete this Proof of Claim pursuant to these instructions and sign the 

Certification and Substitute Form W-9. A claim may be submitted on a photocopy ofthis 

Proof of Claim form. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 29 of 43
You should then return the Proof of Claim to the Claims Administrator. Do not send your 

Proof ofClaim to the Court or to any ofthe parties or their counsel. 

The address, telephone number and website for the Claims Administrator are: 

Gilardi & Co. LLC 


3301 Kerner Blvd. 


San Rafael, CA 9490 I 


Phone: (800) 654-5763 


www.gilardLcom 


You should keep a copy of what you send for your file. You should also retain any 

records you have concerning purehases of Hydrogen Peroxide in Arizona, California, 

Nebraska, Tennessee and Vermont from January 1, 1994 through January 9,2006. 

Your response must be sent by ____ ,2010. 

Failure to complete all applicable parts ofthis Proof of Claim may result in denial ofthe 

claim, may delay processing the claim, or may otherwise adversely affect the claim. 

I6. Do I need assistance to fill out my Proof of C,:!la!"im;::?.:...___________...J 

NO. THERE ARE COMPANIES THAT MAY WlUTE OR CALL CLASS MEMBERS 

UPON LEARNING OF A PENDING CLASS ACTION DISTRIBUTION AND OFFER 

TO HELP CLASS MEMBERS FILE CLAIM FORMS IN EXCHANGE FOR A SHARE 

OF THE MONEY THAT THE CLASS MEMBERS MAY ULTIMATELY RECOVER. 

YOU DO NOT NEED TO USE ONE OF THESE COMPANIES. ASSISTANCE IS 

AVAILABLE FROM THE CLAIMS ADMINISTRATOR AND CLASS COUNSEL 

(IDENTIFIED BELOW AT 18) AT NO COST TO YOU. 

I7. Will I receive confirmation ofreceipt of my Proof of Claim? 

The Claims Administrator will confirm the receipt of your claim in writing. Please do 

NOT assume that your claim has been filed until you receive confirmation, in writing, 

from the Claims Administrator. If you do not receive confirmation that your Proof of 

Claim has been filed within 30 days of your mailing the Proof of Claim, please contact 

the Claims Administrator toll free at (800) 654-5763. 

I 8. What if my contact information changes? 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 30 of 43
Until the distributions have been concluded, if your contact infonnation should change, 

please keep the Claims Administrator advised of any change in your current mailing 

address by mail at the address above. 

9. What infonnation is to be completed on the Schedule ofHydrogen Peroxide 


'-'-'==-=.: Purchases? ______________________ ~_~ ,---.J'


The Schedule of Hydrogen Peroxide Purchases has space for you to fill in your indirect 

purchases of Hydrogen Peroxide manufactured by one ofthe Defendants, which purchase 

occurred in Arizona, California, Nebraska, Tennessee and Vermont during the period 

from January 1, 1994 through January 9, 2006. You should state the total dollars you 

paid for purchases of Hydrogen Peroxide manufactured by each Defendant. Purchases of 

Hydrogen Peroxide manufactured by a non-Defendant should not be included. If 

purchases of Hydrogen Peroxide manufactured by a non-Defendant are included, these 

purchases will be stricken from your claim. In providing the dollar amount ofpurchases, 

rebates and discounts must be included and sales taxes must be excluded. Remember that 

an indirect purchase means buying Hydrogen Peroxide manufactured by one of the 

Defendants, but not purchased directly from one of the Defendants. 

I 10. What proof of purchases are required? 

Tbe Proof of Purchases section only requires a detailed explanation of your available 

documentation - such as invoices, purchase orders, account statements or extracts of 

books and records -that supports your claimed purchases. The documentation is not 

required to be submitted with this Proof of Claim. 

HOWEVER, AS YOUR CLAIM IS SUBJECT TO AUDIT BY THE CLAIMS 

ADMINISTRATOR, YOU MAY, AT A LATER TIME, BE REQUIRED TO PROVIDE 

ALL OR A PORTION OF THE UNDERLYING DOCUMENTATION SUPPORTING 

YOUR CLAIM. THEREFORE, PLEASE RETAIN THE DOCUMENTATION 

SUPPORTING YOUR CLAIM UNTIL THE CONCLUSION OF THIS LITIGATION. 

FAILURE TO PROVIDE SUCH REQUESTED INFORMATION MIGHT DELAY, 

ADVERSELY AFFECT, OR RESULT IN DENIAL OF YOUR CLAJM. 

I 11. What if I do not have records of my purchases? 

When records are Dot available you may submit purchase information based on 

estimates, but your estimates may be accepted or rejected. Ifyou do submit your purchase 

infonnation based on estimates, you must provide an adequate explanation as to why 

documents are not available to you, the steps taken to locate the information, and why the 

estimation is reasonable. In the explanation of how you calculated the estimated 

purchases, you must identify the documents you used as a basis for your estimates. 

Estimations can be based on extrapolation from similar circumstances in the same year 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 31 of 43
(for which you have documentation) or extrapolation from the same or nearly the same 

circumstances in other years (for which you have documentation). For example, if you 

have no records allowing you to calculate your purchases in 1998, you may calculate 

those purchases by using available records, dated as close as possible (e.g., 1997 or 

1999). If you are using purchase data and trends to estimate your purchases, you must 

explain in detail your calculations and retain the documentation used for your calculation 

until the conclusion ofthis litigation. It is important that you identify all the records upon 

which yon rely for estimates. The acceptance or rejection of your claim may depend on 

the type and quality ofthe information upon whieh you rely and the methodology you use 

making your estimates. 

LR What happens ifthere is disagreement about my purchases of Hydrogen Peroxide? 

We may verify or audit all or any portion of your Proof of Claim. We may ask for all or 

a portion of the backup documentation for your claim. If we disagree with the amounts 

on your Schedule of Hydrogen Peroxide Purchases, we will send you a writing stating the 

disagreement. If we cannot resolve the disagreement, then, if necessary, it will be 

brought before the Court for resolution. 

113; What happens after there is agreement on the amount of my purchases of 

H dr~gen Peroxide? ..___.________.___ _____~ 

IF WE ACCEPT THE INFORMATION ON YOUR SCHEDULE OF HYDROGEN 

PEROXIDE PURCHASES, THEN THOSE AMOUNTS WILL BE BINDING FOR 

PURPOSES OF ANY DISTRIBUTION FROM THE NET SETTLEMENT FUNDS. 

[l4. What is the Plan of Distribution of the Settlement Fund? 

The Plan ofDistribution is described in the NOTICE OF PROPOSED SETTLEMENTS, 

DISTRIBUTION OF APPROVED SETTLEMENT FUND, AND REQUEST OF 

CLASS COUNSEL FOR ATTORNEYS' FEES AND EXPENSES, which is available 

from Class Counselor the Claims Administrator. 

IIS. WhenwillIbepaid? 

All Proofs of Claim must be sent to the Claims Administrator by , 2010. 

The Proofs of Claim must be reviewed and any disputes resolved. When all disputes are 

resolved, distributions will be made. There is no way at this time to predict with certainty 

when the distributions will be made. 

i 16. What if! do notretum a Proof of Claim? 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 32 of 43
IF YOU DO NOT SUBMIT A PROOF OF CLAIM POSTMARKED ON OR BEFORE 

, WE WILL NOT INCLUDE ANY CLAIM ON YOUR BEHALF 

=FR::"COC::M-:-=TIlE=-=-N=E=T-"S=E'TTLEMENT FUNDS AND YOU WILL NOT SHARE IN THE 

NET SETTLEMENT FUNDS. However, you will still be bound by the judgments 

entered in this case and you will be barred from commencing any action on your own 

behalf against the Defendants for the claims involved in this class action. 

117. What ifI fail to complete::th:.;:ec.;Ce::..:.:.rti:::fi:.:;lc:=a:::tio",n:;;,;?c--~~_~_._._____~_-_-_-_-_-=--=--=-::::::_~-----;----' 

The Certification must be signed by a duly authorized officer or agent of the Claimant. If 

you fail to sign and return the Certification, we will not include any claim on your behalf 

from the Settlement Fund. 

I 18. Where can I get additional iluormation? 

You may contaet the Claims Administrator at: 

Gilardi & Co. LLC 


3301 Kerner Blvd. 


San Rafael, CA 94901 


Phone: (800) 654-5763 


wv.w.gilardLcom 


Class Counsel will also be pleased to answer any questions you have. They are: 

William H. Parish 


P ARlSH & SMALL 


A Professional Law Corporation 


1919 Grand Canal Blvd., Suite A-5 


Stockton, California 95207 


Tele: 209-952-1992 


Fax: 209-952-0250 


Francis O. Scarpulla 


ZELLE HOFFMAN VOEBEL & MASON LLP 


44 Montgomery Street, Suite 3400 


San Francisco, California 94104 


Tele: 415-693-0700 


Fax: 415-693-0770 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 33 of 43
Gordon Ball 

BALL & SCO'IT LAW OFFICES 

Suite 601, Bank of America Center 


550 Main Street 


Knoxville, TN 37902 


Tele; 865·525·7028 


Fax: 865-525-4679 


You may also contact your own attorney or other person to assist you at your own 

expense. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 34 of 43
PROOF OF CLAIM 

HYDROGEN PEROXIDE ANTITRUST LmGATION 

IDENTITV OF CLAIMANT 

Indicate below the Claimant's name and mailing address. Please note: Correspondence 

conceming your claim will be directed to you at your mailing address. If the following address 

changes subsequent to your submitting this Proof of Claim, you should notifY the Claims 

Administrator promptly. Later in this Proof of Claim you will be asked to identifY additional 

locations covered by this Proof of Claim. 

Name: ____________________________________________~~_____ 

Street Address: __________________________~ 

City; ___________________ State; ___Zip; ________ 

Country: 

LJ LJ LJ';;:;-;--;::-~-;--_ Area Code Telephone No.(day) Area Code Telephone No.(evening) Area Code Fax Number 

E-Mail Address: ____________ ___________________ 

Claimant is a (check one): 

o Corporation 0 Partnership 0 LLC 0 Estate 

o Governmental Entity D Trustee in Bankruptcy 0 Sole Proprietorship 

o Other (specifY, and provide the name and address of the person or entity on whose behalf you 

are acting): 

CONTACT PERSON 

Indicate below the person to be contacted regarding this claim and the person's telephone 

numbers. 

Name: __________________________________ 

LJ LJ LJ,=-:--c:--:-:---;--­ Area Code Telephone No.(day) Area Code Telephone No.(evening) Area Code Fax Number 

E-Mail Address: _________ 

If it is different from the claimant's address stated above, provide the contact person's address: 


Street Address: ___________________________ 


City: ____________ State: ________ Zip: ________ 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 35 of 43
YOU MUST NOTIFY THE CLAIMS ADMINISTRATOR OF ANY CHANGE 1N THE 

ADDRESSES AND TELEPHONE NUMBERS STATED ABOVE. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 36 of 43
SCHEDULE OF HYDROGEN PEROXIDE PURCHASES 

On the following table, list the dollar amount (in U.S. dollars) ofyonr indirect purchases 

of Hydrogen Peroxide (defined as hydrogen peroxide, sodium perborate. or sodium percarbonate 

manufactured by the Defendants) during the Class Period in the states of Arizona, California, 

Nebraska, Tennessee and Vermont. Purchased indirectly means from a distributor or other seller, 

but not purchased directly from the manufacturer. Ifyou do not know the identity of the 

manufacturer ofthe Hydrogen Peroxide, please include the purchase in the "unknown" column. 

If you did not purchase Hydrogen Peroxide during a particular year, write "none." 

! UNKNOWN IAKZO' IARKEMA' 

: 

DEGUSSA' FMC< KEMlRA' SOLV A y' , TOTALSJ

1994 : 

.-. .----J 

I i 

1995 

1996 . I

t=t i 

1997 i 

I I I I 

1998 I I 

I , I 

. 1999 

I -1

2000 I 

2001 i 

·2002 I , ! 

i I i i 

\ 2003 I I -,-:­ . 

, 

1 2004 I 

I I I I I 

. : i 2005 !

I . 111106 •.. J 

\--­

i 119106 

I TOTALS 

I I I .~.

}J(:ro means Eka Chemicals, IDe" Akzo Nobel CM:micals International B,V., and Akzo Nobel, Inc. 

Arkema means Alkema, lIIe. formerly known as AlOfina Chemicals, Tnc. formerly known as Eif AtQCbem North America, 

(ne., furmcr1y known as Atochem North America, ~ 

) Degussa means Evontk Degussa Gmbh and Evonik Degussa Corporation formerly known as Degus!m Corporation. 

FMC means FtvfCCorponrtion. 


Kemira means Kemira Chemicals, [nco and Kemira Oyj 


Solvay means Solvay America, Inc., SQlvay Chemicals, Ine.> and Solvay SA. and fOffile!" subsidiary Solvay Intemx, In<:, 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 37 of 43
TRADE NAMES AND YEARS USED 

Please list the trade names under which you have operated and purchased 

Hydrogen Peroxide and the dates the trade names were used. If you need more space, you 

should attach a separate sheet in the same format as this schedule and list the names and 

dates under the heading TRADE NAMES AND YEARS USED. Please put your name in 

the top right-hand comer of all separate sheets. 

-----~..---..--.-----~-------

PURCHASES MADE ON BEHALF OF ANOTHER ENTITY 

If you made purchases on behalf of other entities, please list the names and 

addresses of those entities below. If you need more space, you should attach a separate 

sheet in the same format as this schedule and list the names and addresses under the 

heading PURCHASES MADE ON BEHALF OF ANOTHER ENITIY. Please put your 

name in the top right-hand comer of all separate sheets . 

.--.-.-------------­

OTHER LOCATIONS UNCLUDING AFFILIATES AND SUBSIDIARIES) 

If you bought for locations or used a billing or delivery address other than the 

location listed in the Identity of Claimant section above, list the name and address of ail 

those locations below. If you need more space, you should attach a separate sheet in the 

same format as this schedule and list the names and addresses under the heading OTHER 

LOCATIONS (INCLUDING AFFILIATES AND SUBSIDIARIES). Please put your 

name in the top right hand comer of all separate sheets. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 38 of 43
PRom' OF PURCHASES 

Please list and identify below those records (e.g., invoices, purchase journals, 

accounts payable journals, etc.) used by you to calculate your claimed purchases in the 

Schedule of Hydrogen Peroxide Purchases. If you need more space, you should attach a 

separate sheet in the same format as this schedule and list the records under the heading 

PROOF OF PURCHASES. Please put your name in the top right-hand comer of all 

separate sheets. 

--..----------------~-------

-~.-.--

As your claim is subject to audit by tbe Claims Administrator, you may, at a 

later time, be required to provide all or a portion of tbe underlying documentation 

supporting your claim. Tberefore, please retain the documentation supporting your 

claim until the conclusion of tbis litigation. 

BASIS FOR ESTIMATES 

If you based your claim on estimates, explain why the purchase infonnation was 

not available, the steps taken to locate the infonnanon, the basis for the estimate and list 

and identify those records (e.g., invoices, purchase journals, sales journals, accounts 

payable journals, etc.) used by you as the basis of your estimates. If you need more 

space, you should attaeh a separate sheet in the same fonnat as this schedule and continue 

your explanation under the heading BASIS FOR ESTIMATES. Please put your name in 

the top right-hand comer of all separate sheets. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 39 of 43
---------------------------------------------------~.---

CLAIMS BASED UPON ASSIGNMENT OR TRANSFER 

If the claimant on whose behalf this claim is being submitted acquired the rights 

that are the basis of the claim from some other person or entity (as assignee, transferee, 

successor or otherwise), please check the box below and attach eopies of legal documents 

in support of the acquisition of such rights. 

DYes - This claim is based upon an assignment or transfer, and I have attached 

copies of supporting legal documents. 

CERTIFICATION 

(1) I have reviewed the compleled Proof of Claim, and it is true and eomplete 

to the best of my knowledge and information and is based on claimant's records. If there 

are estimated purchases on the Schedule of Hydrogen Peroxide Purchases, I have 

provided a written explanation of why the information was not available, the steps taken 

to locate the information, and the basis for the estimate, all of which is true to the best of 

my knowledge and information. 

(2) Claimant is asserting its claim based on indirect purchases listed in the 

Schedule of Hydrogen Peroxide Purchases, which will be the basis of any recovery for its 

claim. 

(3) I have the authority to execute this Certification on behalf of the Claimant. 

(4) Unless indicated otherwise in this Proof of Claim, Claimant did not timely 

opt oul ofthe class action. 

I HEREBY SWEAR UNDER PENALTY OF PERJURY THAT THE 

INFORMATION PROVIDED IN THIS CLAIM FORM IS TRUE AND CORRECT, TO 

THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF. 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 40 of 43
Dated:_____ 

SIGNATURE 


PRINTED NAME OF PERSON SIGNING FOR CLAIMANT 


TITLE OR POSITION OF PERSON SIGNING 


PRINTED NAME OF CLAIMANT 


Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 41 of 43
SUBSTITUTE I.R.S. FORM W-9 


REQUEST FOR T AXPA YER IDENTIFICATION AND CERTIFICATION 


Name: ---:-----~-:-:--:o-- :---:-o--:-c---,-- --.,.-~--,,---~ A sole proprietor must write hislher individual name, but can also write the business or a 


"doing business as" name. 


Check tbe appropriate box: 


C Corporation 0 Partnership u LLC 0 Estate 


o Govermnental Entity 0 Trustee in Bankruptcy 0 Sole Proprietorship 

o Otber (specify, and provide tbe name and address of the person or entity on whose 

behalf you are acting): 

Enter your Taxpayer Identification Number ("TIN") below. For individuals, this is 

your Social Security number ("SSN"). If you are a sole proprietor, you may enter either 

your SSN or your Employer Identification Number ("EIN"). For other types of entities. 

enter your EIN. 

or 

Social Security Number Employer Identification Number 

Ifyou are exempt from backup withholding, enter your TIN above and write "exempt" on 

tbe following line: ________ 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 42 of 43
THIS PROOF OF CLAIM MUST BE SUBMIlTED OR POSTMARKED NOT LATER 

THAN ,2010 AND MUST BE MAILED TO: 

Gilardi & Co. LLC 

3301 Kerner Blvd. 

San Rafael, CA 94901 

Phone: (800) 654·5763 

A Proof of Claim received by the Claims Administrator shall be deemed to have been 

submitted when posted if mailed by , 2010, if a postmark is indicated on the 

envelope and it is mailed first-class and addressed in accordance with the above instructions. In 

all other cases, the Proof of Claim shall be deemed to have been submitted when actually 

received by the Claims Administrator. 

You should be aware that it will take a Significant amount of time to process fully all the 

Proofs of Claim and to administer the settlement. This work will be completed as promptly as 

time permits given the need to investigate and tabulate ea<>h ProofofClaim, 

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. 

THANK YOU FOR YOUR PATIENCE. 

Reminder Checklist: 

J. Please sign the Proof ofClaim on page _ and the Substitute Form W-9 on page_. 

2, Please be sure that all required infonnation has been provided. 

3. 	 Keep a copy of the completed Proof of Claim, any attachments and all supporting 

documentation for your records. 

4, 	 The Claims Administrator will confrrm the receipt of your claim in writing, Please do 

NOT assume that your claim has been filed until you receive confirmation, in writing, 

from the Claims Administrator. If you do not receive continnation that your Proof of 

Claim has been flied, within thirty (30) days of your mailing the Proof ofClaim, please 

contact the Claims Administra10r toll free at ::::-:--_' 

5, 	 If you move after submitting your Proof of Claim, please send the Claims Administrator 

your new address, 

6. 	 If you have any questions concerning this Proof of Claim or need additional copies, 

contact the Claims Administrator at: 

Gilardi & CQ. LLC 

3301 Kerner Blvd. 

San Rafael, CA 94901 

Phone: (800) 654-5763 

www.gilardi.com 

Case 2:05-cv-00666-SD Document 705 Filed 08/16/10 Page 43 of 43