0810148

UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Wiliam E. Kovacic, Chairman

Pamela Jones Harbour

Jon Leibowitz

J. Thomas Rosch

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In the Matter of

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CRH pic,

a corporation,

Oldcastle, Inc.,

a corporation,

Docket No. 9335

PUBLIC

Oldcastle Architectural, Inc.,

a corporation,

Robert Schlegel,

an individual,

Pavestone Company, LP

a limited partnership.

JOINT MOTION TO DISMISS COMPLAINT

Complaint Counsel and Respondents jointly move to dismiss the complaint in the abovecaptioned matter. On January 14,2009, Respondents infonned Complaint Counsel that they

have decided not to proceed with the proposed acquisition by Oldcastle Architectural, Inc., a

subsidiary of CRH pic ("CRH"), of the Pavestone companies. As set forth in the attached letter,

CRH has withdrawn its Hart-Scott-Rodino Notitìcation and Report Fonns fied for the proposed

transaction. TIie complaint is now moot.
Accordingly, the parties respectfully request that the Commission dismiss the complaint.

A proposed order is attached.

Respectfully submitted,

\. --

Mary N. Lehner

Bureau of Competition

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

(202) 326-3744

Complaint Counsel

/s/

John R. FomacIari

Sheppard Mullin Richter & Hampton

1300 I Street, N.W., Eleventh Floor East

Washington, D.C. 20005

(202) 218-0009

Counsel for CRH pic

/s/

Deborah L. Feinstein

Arold & Porter LLP

555 Twelfth Street, N.W.

Washington, D.C. 20004

(202) 942-5015

Counsel for Robert Schlegel and the

Paves tone Companies

Attachments

Dated: January 15, 2009

2
UNITED STATES OF AMERICA

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Wiliam E. Kovacic, Chairman

Pamela Jones Harbour

Jon Leibowitz

J. Thomas Rosch

In the Matter of

and

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Docket No. 9335

CRH pic,

a corporation,

Oldcastle, Inc.,

a corporation,

Oldcastle Architectural, Inc.,

a corporation,

Robert Schlegel,

an individual,

Pavestone Company, LP

a limited partnership.

IPROPOSED) ORDER DISMISSING COMPLAINT

This matter comes before the Commission on Complaint Counsel's and Respondents'

Joint Motion to Dismiss Complaint. Having considered the motion, it is hereby

ORDERED, that the Joint Motion to Dismiss Complaint, dated January 15, 2009, is

granted and that the complaint be dismissed without prejudice.

By the Commission.

ISSUED:

Donald S. Clark

Secretary
SHEPPARD MULLIN

SHEPPARD MULLIN RICHTER" HAPTON LLP

1300 I Street, NW I 11 th Floor East I Washington, D.C. 20005-3314

202-218-0000 offCe I 202-218-0070 lox I www.sheppardmullin.com ATTORNEYS AT LAW

Januar 14,2009

John R. Fomaciari

Writer's Direct Dial: 202-218-0009

Writer's Direct Fax: 202-312.9414

jfornaciaric0sheppardmu 11 in .com

BY HAND DELIVERY

Our File No.: 02XT-I04958

Premerger Notification Offce

Federal Trade Commission

Bureau of Competition

600 Pennsylvania Avenue, N.W.

Room 303 .

Washington, D.C. 20580

Director of Operations & Merger Enforcement

Antitrust Division

Deparment of Justice

950 Pennsylvania Avenue, N.W.

Room 3335

Washington, D.C. 20530

Re: CRHSchlegel (Pavestone), FTC File No. 081-0148

Transaction Identification No. 20080898

Dear Sir or Madam:

On behalf of CRH pIc, I hereby withdraw, effective Januar 14,2009, the above-identified

Premerger Notification fiing made under the Hart-Scott-Rodino Antitrust Improvements Act of

1976 relating to the proposed acquisition of Pavestone and its affiiates listed on the HSR filing by

CRH plc/Oldcastle.

Sincerely,

c; tJohn R. Fornaciari

Counsel for CRH pIc

cc: Peter Richman

Mary Lehner

W02-EAST9RMD I \200 164683. I
CRH - CRH annoLDices Pavestone acquisition will not proceed htt://www.crh.com.crhcorp/rrdi a/press/2009/2009-0 1- i 4/?t=pri

Press Releases

14 January 2009

CRH announces Pavestone acquisition wil not proceed

CRH pic, the international building materials group, announces that it has agreed, together with Paves tone Group LP, to withdraw the

Hart-Scott-Rodino (HSR) filing for CRH's proposed acquisition of Pavestone. These actions have been taken following the recent decision

by The United States Federal Trade Commission (FTC) to authorise FTC staff to challenge the proposed acquisition. CRH and Pavestone

regret that as a result the transaction will not now proceed.

Details of the proposed Pavestone acquisition were announced on 13 March 2008, with completion being subject to regulatory approvals

including clearance under United States HSR legislation.

Contact CRH at Dublin 404 1000 (+353 1 404 1000)

Myles Lee, Chief Executive

Albert Manifold, Chief Operating Offcer

Glenn Culpepper, Finance Director

Éimear O'Flynn, Head of Investor Relations

Maeve Carton, Group Controller

lofl 1114/20092:36 PM
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on January 15, 2009, I served the attached Joint Motion to Dismiss

Complaint upon the following:

Office of the Secretary

Federal Trade Commission

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

Hon. D. Michael Chappell

Administrative Law Judge

600 Pennsylvania Avenue, N.W.

Washington, D.C. 20580

John R. Fornaciari

Sheppard Mullin Richter & Hampton

1300 I Street, N.W., Eleventh Floor East

Washington, D.C. 20005

Counsel for CRH pic

Deborah L. Feinstein

Arnold & Porter LLP

555 Twelfth Street, N.W.

Washington, D.C. 20004

Counsel for Robert Schlegel and the Pavestone Companies

v

Mary N. Lehner