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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, 
 

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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 

organized, existing and doing business under and by virtue of the laws of the State of 

Alabama, and has its office and principal place of business located at 1800 Parkway Place, 

Suite 1100, Marietta, GA 30067.

5. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint 

here attached.

6. Proposed Respondents waive

a. any further procedural steps;

b. the requirement that the Commission's Order to Hold Separate and Maintain 

Assets (the “Hold Separate”) and Decision and Order, here attached and made a 

part hereof, contain a statement of findings of fact and conclusions of law;

c. all rights to seek judicial review or otherwise to challenge or contest the validity of 

the Hold Separate and Decision and Order entered pursuant to this Consent 

Agreement; and

d. any claim under the Equal Access to Justice Act.

7. Proposed Respondents shall submit an initial compliance report within thirty (30) days 

from the date on which this Consent Agreement is executed setting forth in detail the 

manner in which Proposed Respondents have complied and will comply with the Hold 

Separate and the Decision and Order. Such reports will not become part of the public 

record unless and until this Consent Agreement and the accompanying Decision and Order 

and Hold Separate are accepted by the Commission for public comment.

8. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If this Consent Agreement is accepted 

by the Commission, it, together with the Complaint contemplated thereby, will be placed 

on the public record for a period of thirty (30) days and information in respect thereto 
 

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publicly released. The Commission thereafter may either withdraw its acceptance of this 

Consent Agreement and so notify Proposed Respondents, in which event it will take such 

action as it may consider appropriate, or amend its complaint if circumstances so require 

and issue its Decision and Order, in disposition of the proceeding.

9. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondents that the law has been violated as alleged in the draft 

Complaint here attached, or that the facts as alleged in the draft Complaint, other than 

jurisdictional facts, are true.

10. Because there may be interim competitive harm, and divestiture or other relief resulting 

from a proceeding challenging the legality of the proposed acquisition might not be 

possible, or might be less than an effective remedy, the Commission may issue the Hold 

Separate at any time after it accepts this Consent Agreement.

a. Within ten (10) days after execution of this Consent Agreement, Proposed 

Respondents shall enter into the Lime Hold Separate Trustee Agreement (which 

shall include a trust agreement between Proposed Respondents and the Divestiture 

Trustee for the Lime Assets) as provided in Paragraph II of the Hold Separate.

b. Within ten (10) days after execution of the Lime Hold Separate Trustee 

Agreement, Proposed Respondents shall enter into a management agreement with 

the Lime Manager as provided in Paragraph II of the Hold Separate.

c. Within ten (10) days after execution of this Consent Agreement, Proposed 

Respondents shall enter into the Great Lakes Hold Separate Trustee Agreement 

(which shall include a trust agreement between Proposed Respondents and the 

Divestiture Trustee for the Great Lakes Assets) as provided in Paragraph III of the 

Hold Separate.

d. Within ten (10) days after execution of the Great Lakes Hold Separate Trustee 

Agreement, Proposed Respondents shall enter into a management agreement with 

the Great Lakes Manager as provided in Paragraph III of the Hold Separate.

e. Proposed Respondents shall not consummate the Acquisition (as this term is 

defined in the Decision and Order) unless and until Proposed Respondents have 

entered into the agreements described in this paragraph 10.

11. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (1) issue its Complaint corresponding in form and substance with the 

draft Complaint here attached, (2) issue and serve its Hold Separate, (3) issue and serve its 
 

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Decision and Order, and (4) make information public with respect thereto. If such 

acceptance is not subsequently withdrawn by the Commission pursuant to the provisions 

of Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice 

to Proposed Respondents, issue the attached Decision and Order containing an order to 

divest in disposition of the proceeding. When final, the Decision and Order and Hold 

Separate shall have the same force and effect, and may be altered, modified or set aside in 

the same manner and within the same time provided by statute for other orders. The 

Decision and Order and Hold Separate shall become final upon service. Delivery of the 

Complaint, Decision and Order, and Hold Separate to Proposed Respondents' United 

States counsel named in this Consent Agreement by any means specified in Commission 

Rule 4.4(a), 16 C.F.R. § 4.4.(a), shall constitute service. Proposed Respondents waive 

any right they may have to any other manner of service. The Complaint may be used in 

construing the terms of the Decision and Order and Hold Separate. No agreement, 

understanding, representation, or interpretation not contained in the Decision and Order, 

Hold Separate, or the Consent Agreement may be used to vary or contradict the terms of 

the Decision and Order or the Hold Separate.

12. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can accomplish the full relief contemplated by the attached Decision and Order and 

the Hold Separate, and that all parents, subsidiaries, affiliates, and successors necessary to 

effectuate the full relief contemplated by this Consent Agreement are parties to the 

Consent Agreement and are bound thereby as if they had signed this Consent Agreement 

and were made parties to this proceeding and to the orders.

13. Proposed Respondents have read the Complaint, Decision and Order, and Hold Separate 

contemplated hereby. Proposed Respondents understand that once the Decision and 

Order and Hold Separate have been issued they will be required to file one or more 

compliance reports showing that they have fully complied with the Decision and Order and 

the Hold Separate. Proposed Respondents agree to comply with the Decision and Order 

and the Hold Separate from the date they execute this Consent Agreement. Proposed 

Respondents further understand that they may be liable for civil penalties in the amount 

provided by law for each violation of the Decision and Order and the Hold Separate.
 

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LAFARGE S.A. FEDERAL TRADE COMMISSION

By: By: _______________________ 

Bernard Kasriel Chul Pak

Vice Chairman and Chief Operating Officer Attorney

Dated: , 2001 APPROVED:

 ________________________ 

George S. Cary, Esq. Morris A. Bloom

Cleary, Gottlieb, Steen & Hamilton Deputy Assistant Director

Counsel for Lafarge S.A.

BLUE CIRCLE INDUSTRIES PLC

________________________

Richard Liebeskind

Assistant Director

By: ________________________ 

Richard Tapp

Head of Group Legal and Secretariat

________________________

Molly S. Boast

Dated: , 2001 Director

Bureau of Competition

_______________________ 

William Blumenthal, Esq.

King & Spalding 

Counsel for Blue Circle Industries PLC
 

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BLUE CIRCLE NORTH AMERICA INC.

By: 

Frederick J. Kemph

Vice President, Corporate Resources and Chief Financial Officer

Dated: , 2001

____________________________ 

William Blumenthal, Esq.

King & Spalding 

Counsel for Blue Circle Industries PLC

BLUE CIRCLE INC.

By: 

Frederick J. Kemph

Vice President, Corporate Resources and Chief Financial Officer

Dated: , 2001

____________________________ 

William Blumenthal, Esq.

King & Spalding 

Counsel for Blue Circle Industries PLC

Attachments

Complaint

Order to Hold Separate and Maintain Assets

Decision and Order