B232734

UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Robert Pitofsky, Chairman

Mary L. Azcuenaga

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

______________________________

)

In the Matter of )

) Docket No. C-3783

INSILCO CORPORATION, ) DECISION AND ORDER

a corporation. )

______________________________)

The Federal Trade Commission having initiated an

investigation of the acquisition of the assets of HelimaHelvetion International, Inc. ("Helima"), and of all the capital

stock of ARUP Alu-Rohr und Profil GmbH ("ARUP") from Helmut

Lingemann GmbH & Co. by respondent, and the respondent having

been furnished thereafter with a copy of a draft of Complaint

that the Bureau of Competition presented to the Commission for

its consideration and which, if issued by the Commission, would

charge respondent 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

Respondent, its attorneys, and counsel for the Commission

having thereafter executed an Agreement containing a Consent

Order, an admission by respondent of all the jurisdictional facts

set forth in the aforesaid draft of Complaint, a statement that

the signing of said Agreement is for settlement purposes only and

does not constitute an admission by respondent that the law has

been violated as alleged in such Complaint, or that the facts as

alleged in such complaint, other than jurisdictional facts, are

true and waivers and other provisions as required by the

Commission’s Rules; and

The Commission having thereafter considered the matter and

having determined that it had reason to believe that the

respondent has violated the said Acts, and that a Complaint

should issue stating its charges in that respect, and having

thereupon accepted the executed Consent Agreement and placed such

Agreement on the public record for a period of sixty (60) days,

and having duly considered the comment received, now in further

conformity with the procedure described in § 2.34 of its Rules,
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the Commission hereby issues its Complaint, makes the following

jurisdictional findings and enters the following Order:

1. Respondent Insilco is a corporation organized,

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

the state of Delaware, with its office and principal place of

business located at 425 Metro Place N., Dublin, Ohio 43017.

2. The Federal Trade Commission has jurisdiction of the

subject matter of this proceeding and of the respondent, and the

proceeding is in the public interest.

ORDER

I

IT IS ORDERED that, as used in this Order, the following

definitions shall apply:

A. "Respondent" means Insilco Corporation ("Insilco"), its

directors, officers, employees, agents, and representatives,

predecessors, successors, and assigns; its subsidiaries,

divisions, groups, and affiliates controlled by Insilco; and the

respective directors, officers, employees, agents,

representatives, successors, and assigns of each.

B. "Lingemann" means Helmut Lingemann GmbH & Co., its

directors, officers, employees, agents, and representatives,

predecessors, successors, and assigns; its subsidiaries,

divisions, groups, and affiliates controlled by Lingemann; and

the respective directors, officers, employees, agents,

representatives, successors, and assigns of each.

C. "Maschinenbau" means Helmut Lingemann Maschinenbau

GmbH, its directors, officers, employees, agents, and

representatives, predecessors, successors, and assigns; its

subsidiaries, divisions, groups, and affiliates controlled by

Maschinenbau; and the respective directors, officers, employees,

agents, representatives, successors, and assigns of each.

D. "Commission" means the Federal Trade Commission.

E. "Helima Acquisition" means the acquisition of the

assets of Helima-Helvetion International, Inc. and of all the

capital stock of ARUP Alu-Rohr und Profil GmbH from Lingemann by

Insilco.
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F. "Thin-Wall Welded-Seam Aluminum Tubes" means weldedseam aluminum heat exchanger tubes with wall thickness less than

0.65 millimeters used in the manufacture of heat exchangers,

which are devices that transfer heat from one fluid or gas to

another medium, generally air. These heat exchangers generally

are used in automotive applications. Thin-Wall Welded-Seam

Aluminum Tubes does not include tubes used as spacers between

thermal pane windows, condenser headers, or manifolds.

G. "Welded Tube Mill" means a high frequency welding

machine capable of producing Thin-Wall Welded-Seam Aluminum

Tubes.

H. "Lingemann Mill" means a Welded Tube Mill manufactured

by Lingemann and operated by Helima-Helvetion International,

Inc., or ARUP Alu-Rohr und Profil GmbH prior to the Helima

Acquisition.

I. "Marketability, Viability, and Competitiveness" means

that the specified assets, when used in conjunction with the

assets of the acquirer, are capable of operating in substantially

the same manner, quality, and efficiency employed or achieved by

the respondent prior to divestiture.

J. "Non-Aggregated, Customer-Specific Information" means

information about a product’s cost and/or price that is in such a

form that the cost and/or price of a product for an identifiable

individual customer can be identified.

K. "Strategies or Policies Related to Competition" means

information relating to a company’s approach to negotiating with

specific customers, targeting specific customers, identifying or

in any other manner attempting to win specific customers,

retaining specific customers, or risk of loss of specific

customers, including, but not limited to, all sales personnel

call reports, market studies, forecasts, and surveys which

contain such information.

L. " Analyses or Formulas Used to Determine Costs or

Prices" means a method, study, test, program, examination, tool,

or other type of logical reasoning used to determine a product’s

cost and/or price for an identifiable individual customer.

M. "Person" means any natural person, corporate entity,

partnership, association, joint venture, or trust.

N. "Independent Agent" means a Person not regularly

employed by the company that does not have and will not have

direct or indirect responsibility for prices or pricing or the
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ability to influence prices or pricing or an attorney regularly

employed by the company that does not have and will not have

direct or indirect responsibility for prices or pricing or the

ability to influence prices or pricing.

O. "Assets To Be Divested" include the following:

(a) one (1) fully functioning and operational Lingemann

Mill, consisting of a high frequency welder, a rollforming

base, a cutoff saw, a finished product drop table, a stock

reel decoder, a vacuum coil lifter, and control cabinets,

capable of producing Thin-Wall Welded-Seam Aluminum Tubes

with a diameter of less than forty (40) millimeters;

(b) one (1) fully functioning and operational Lingemann

Mill, consisting of a high frequency welder, a rollforming

base, a cutoff saw, a finished product drop table, a stock

reel decoder, a vacuum coil lifter, and control cabinets,

capable of producing Thin-Wall Welded-Seam Aluminum Tubes

with a diameter of greater than seventy-five (75)

millimeters; and

(c) one (1) set of tooling capable of operating on both

mills.

P. "Technology and Know-How" means all of Respondent’s

drawings, patents, specifications, tests, and other

documentation, and all information contained therein or available

to Respondent’s personnel relating to the design, and the

production methods, processes, and systems used in the production

of Thin-Wall Welded-Seam Aluminum Tubes utilizing Lingemann Mills

or the operation and maintenance of Lingemann Mills for use in

the production of Thin-Wall Welded-Seam Aluminum Tubes. 

Technology and Know-How does not include the drawings, patents,

specifications, tests, and other documentation, and all

information not acquired by Respondent in the Helima Acquisition

and not developed by Respondent following the Helima Acquisition

specifically relating to the design, and the production methods,

processes, and systems used in the production of Thin-Wall

Welded-Seam Aluminum Tubes utilizing Lingemann Mills or the

operation and maintenance of Lingemann Mills for use in the

production of Thin-Wall Welded-Seam Aluminum Tubes.

Q. "Sole Source Replacement Parts" means all parts needed

to operate and maintain the Assets To Be Divested that are not

readily available from a source other than Respondent.

 R. "Helima Assets" means all Welded Tube Mills, including

machinery, fixtures, equipment, and tooling used in the
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maintenance or operation of such mills, acquired by Insilco in

its acquisition of the assets of Helima-Helvetion International,

Inc., from Lingemann. 

II

IT IS FURTHER ORDERED that:

A. Respondent shall divest, absolutely and in good faith,

no later than four (4) months after the date on which this Order

becomes final, the Assets To Be Divested.

B. The divestiture shall be made to an acquirer that

receives the prior approval of the Commission and only in a

manner that receives the prior approval of the Commission. The

purpose of the divestiture is to ensure the continued use of the

Assets To Be Divested in the same business in which the Assets To

Be Divested are presently engaged, and to remedy the lessening of

competition resulting from the Helima Acquisition as alleged in

the Commission’s complaint.

C. Respondent shall also divest to the acquirer such

additional ancillary assets that are not readily available from a

source other than Respondent, including, but not limited to,

machinery, fixtures, equipment, and software, used in the

maintenance or operation of the Assets To Be Divested as are

necessary to assure the Marketability, Viability, and

Competitiveness of the Assets To Be Divested.

D. Respondent shall grant to the acquirer a perpetual,

non-exclusive royalty-free license of any and all Technology and

Know-How necessary to assure the Marketability, Viability, and

Competitiveness of the Assets To Be Divested. Such license shall

be effective only in connection with the operation of the Assets

To Be Divested by the acquirer, any successor to the acquirer, or

any subsequent owner of the Lingemann Mills included in the

Assets To Be Divested. The acquirer shall also have the right to

sublicense the Technology and Know-How encompassed within its

license for use on other assets or equipment physically located

in North America.

E. A condition of approval by the Commission of the

divestiture shall be the submission by the acquirer to the

Commission of an acceptable five-year business plan for the

Assets To Be Divested demonstrating that the acquirer will

establish the Assets To Be Divested as a viable and competitive

business in North America.
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F. On reasonable notice to Respondent from the acquirer of

the Assets To Be Divested, Respondent shall provide assistance

and training to the acquirer to enable the acquirer to design,

manufacture, and produce Thin-Wall Welded-Seam Aluminum Tubes at

a comparable cost in substantially the same manner and quality

employed or achieved by the respondent with the Assets To Be

Divested prior to divestiture. Such assistance and training

shall include, without limitation, consultation with employees of

Insilco knowledgeable about Lingemann Mills and training at the

North American manufacturing facilities of Insilco utilizing

Lingemann Mills. If training at the North American manufacturing

facilities of Insilco utilizing Lingemann Mills is not possible,

Respondent shall provide training at any manufacturing facility

of Insilco utilizing Lingemann Mills. Respondent shall charge no

more than its own direct costs incurred in providing such

assistance and training, including reimbursement (commensurate

with the salary and benefits of Insilco personnel involved) for

the time plus expenses of Insilco personnel providing assistance

and training. Respondent shall continue to provide such

assistance and training until the acquirer of the Assets To Be

Divested is satisfied in its reasonable business judgement that

it is capable of producing Thin-Wall Welded-Seam Aluminum Tubes

utilizing the Assets To Be Divested at a comparable cost in

substantially the same manner and quality achieved by Respondent

prior to divestiture with the Assets To Be Divested; provided,

however, Respondent shall not be required to continue providing

such technical assistance and training for more than one (1) year

after the date on which the divestiture required by this Order is

made if the acquirer of the Assets To Be Divested is a

manufacturer of Thin-Wall Welded-Seam Aluminum Tubes with sales

of Thin-Wall Welded-Seam Aluminum Tubes greater than one million

dollars ($1,000,000) in the fiscal year prior to the date of

divestiture. If the acquirer of the Assets To Be Divested is not

a manufacturer of Thin-Wall Welded-Seam Aluminum Tubes with sales

of Thin-Wall Welded-Seam Aluminum Tubes greater than one million

dollars ($1,000,000) in the fiscal year prior to the date of

divestiture, Respondent shall be required to provide such

technical assistance and training for a period not longer than

three (3) years after the date on which the divestiture required

by this Order is made.

G. On reasonable notice to Respondent from the acquirer of

the Assets To Be Divested, Respondent shall provide Sole Source

Replacement Parts to the acquirer. Respondent shall charge no

more than its own direct costs incurred in providing such Sole

Source Replacement Parts. Respondent shall not be required to

continue providing such Sole Source Replacement Parts for more
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than two (2) years after the date on which the divestiture

required by this Order is made.

H. The Assets To Be Divested shall be supplied as

completely wired and piped systems, requiring only the placement

and bolting together of the sub-bases, the reconnection of the

electrical wires at numbered terminal block junctions, and the

connection of the piping to the union joints.

I. Qualification, performance, and the acquirer’s

acceptance of the Assets To Be Divested shall be performed at the

facility of the acquirer in a manner to ensure that the Assets To

Be Divested are capable of producing Thin-Wall Welded-Seam

Aluminum Tubes in substantially the same manner and quality

employed or achieved by the respondent with the Assets To Be

Divested prior to divestiture.

J. On reasonable notice to Respondent by a customer,

Respondent shall provide the approved acquirer tooling owned by,

assigned to, or licensed to the Respondent, which was produced

prior to the date this Order becomes final and not included in

the Assets To Be Divested, and which was manufactured

specifically for and used solely for that customer’s products. 

Respondent may charge the reasonable costs incurred in the

manufacture of the tooling.

K. Pending divestiture of the Assets To Be Divested,

Respondent shall take such actions as are reasonably necessary to

maintain the Marketability, Viability, and Competitiveness of the

Assets To Be Divested and to prevent the destruction, removal,

wasting, deterioration, or impairment of the Assets To Be

Divested.

L. Pending divestiture of the Assets To Be Divested,

Respondent shall take such actions as are reasonably necessary to

maintain the Marketability, Viability, and Competitiveness of the

Helima Assets to prevent the destruction, removal, wasting,

deterioration, or impairment of the Helima Assets.

III

IT IS FURTHER ORDERED that:

A. If Respondent has not divested, absolutely and in good

faith and with the Commission’s prior approval, the Assets To Be

Divested within four (4) months of the date this Order becomes

final, then the Commission may appoint a trustee to divest the
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Helima Assets and effect such additional arrangements as are

necessary, in order to assure the Marketability, Viability, and

Competitiveness of the Helima Assets. In the event the

Commission or the Attorney General brings an action pursuant to

Section 5(l) of the Federal Trade Commission Act, 15 U.S.C.

§ 45(l), or any other statute enforced by the Commission,

Respondent shall consent to the appointment of a trustee in such

action. Neither the appointment of a trustee nor a decision not

to appoint a trustee under this Paragraph shall preclude the

Commission or the Attorney General from seeking civil penalties

or any other relief (including, but not limited to, a

court-appointed trustee) pursuant to the Federal Trade Commission

Act or any other statute, for any failure by the Respondent to

comply with this Order.

B. If a trustee is appointed by the Commission or a court

pursuant to Paragraph III(A) of this Order, Respondent shall

consent to the following terms and conditions regarding the

trustee’s powers, duties, authority, and responsibilities:

1. The Commission shall select the trustee, subject

to the consent of Respondent, which consent shall not be

unreasonably withheld. The trustee shall be a person with

experience and expertise in acquisitions and divestitures. 

If Respondent has not opposed, in writing, including the

reasons for opposition, the selection of any proposed

trustee within ten (10) days after notice by the staff of

the Commission to Respondent of the identity of any proposed

trustee, Respondent shall be deemed to have consented to the

selection of the proposed trustee.

2. Subject to the prior approval of the Commission,

the trustee shall have the exclusive power and authority to

divest the Helima Assets and effect such additional

arrangements as are necessary, in order to assure the

Marketability, Viability, and Competitiveness of the Helima

Assets.

3. Within ten (10) days after appointment of the

trustee, Respondent shall execute a trust agreement that,

subject to the prior approval of the Commission (and, in the

case of a court-appointed trustee, of the court), transfers

to the trustee all rights and powers necessary to permit the

trustee to effect the divestiture of the Helima Assets and

effect such additional arrangements as are necessary to

assure the Marketability, Viability, and Competitiveness of

the Helima Assets, in order to expeditiously accomplish the

remedial purposes of this Order.
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4. The trustee shall have twelve (12) months to

accomplish the divestiture required by this Order, which

shall be subject to the prior approval of the Commission. 

If, however, at the end of the twelve (12) month period, the

trustee has submitted a plan of divestiture or believes that

divestiture can be achieved within a reasonable time, the

divestiture period may be extended by the Commission (or, in

the case of a court-appointed trustee, by the court);

provided, however, the Commission may extend this period for

no more than two (2) additional times.

5. The trustee shall have full and complete access to

the personnel, books, records, and facilities related to the

Helima Assets or to any other relevant information necessary

to permit the trustee to effect the divestiture of the

Helima Assets, as the trustee may request. Respondent shall

develop such financial or other information as such trustee

may request and shall cooperate with the trustee. 

Respondent shall take no action to interfere with or impede

the trustee’s accomplishment of the divestiture. Any delays

in divestiture caused by the Respondent shall extend the

time for divestiture under this Paragraph III in an amount

equal to the delay, as determined by the Commission (or, in

the case of a court-appointed trustee, by the court).

6. The trustee shall use his or her best efforts to

negotiate the most favorable price and terms available in

each contract that is submitted to the Commission, subject

to Respondent’s absolute and unconditional obligation to

divest at no minimum price. The divestiture shall be made

in the manner, and to the acquirer or acquirers, as set out

in Paragraph II of this Order; provided, however, if the

trustee receives bona fide offers from more than one

acquiring entity, and if the Commission approves more than

one such acquiring entity, then the trustee shall divest to

the acquiring entity or entities selected by Respondent from

among those approved by the Commission. 

7. The trustee shall serve, without bond or other

security, at the cost and expense of Respondent, on such

reasonable and customary terms and conditions as the

Commission or a court may set. The trustee shall have

authority to employ, at the cost and expense of Respondent,

such consultants, accountants, attorneys, investment

bankers, business brokers, appraisers, and other

representatives and assistants as are necessary to carry out

the trustee’s duties and responsibilities. The trustee

shall account for all monies derived from the divestiture

and all expenses incurred. After approval by the Commission
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(and, in the case of a court-appointed trustee, by the

court), of the account of the trustee, including fees for

his or her services, all remaining monies shall be paid at

the direction of Respondent and the trustee’s power shall be

terminated. The trustee’s compensation shall be based at

least in significant part on a commission arrangement

contingent on the trustee’s accomplishing the divestiture

required by this Order.

8. Respondent shall indemnify the trustee and hold

the trustee harmless against any losses, claims, damages,

liabilities, or expenses arising out of, or in connection

with, the performance of the trustee’s duties, including all

reasonable fees of counsel and other expenses incurred in

connection with the preparation for, or defense of any

claim, whether or not resulting in any liability, except to

the extent that such liabilities, losses, damages, claims,

or expenses result from misfeasance, gross negligence,

recklessness, willful or wanton acts, or bad faith by the

trustee or his or her agent or representative.

9. If the trustee ceases to act or fails to act

diligently, a substitute trustee shall be appointed in the

same manner as provided in Paragraph III(A) of this Order.

10. The Commission (or, in the case of a

court-appointed trustee, the court) may on its own

initiative or at the request of the trustee issue such

additional orders or directions as may be necessary or

appropriate to accomplish the divestiture required by this

Order.

11. The trustee shall have no obligation or authority

to operate or maintain the Helima Assets.

12. The trustee shall report in writing to Respondent

and the Commission every thirty (30) days concerning the

trustee’s efforts to accomplish the divestiture.

IV

IT IS FURTHER ORDERED that Respondent shall not enforce

beyond one (1) year any contract for the sale of Thin-Wall

Welded-Seam Aluminum Tubes with a term greater than one (1) year

entered into after the consummation of the Helima Acquisition and

prior to the divestiture of the Assets To Be Divested.
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V

IT IS FURTHER ORDERED that:

A. For a period of twenty (20) years from the date this

Order becomes final, Respondent shall not, in any proposed

acquisition of stock, share of capital, or production assets of

any person that is a competitor of Respondent in the design,

manufacture, or sale of Thin-Wall Welded-Seam Aluminum Tubes, to

which Respondent is a party, prior to consummating the

acquisition, obtain, seek, provide, or agree to obtain, seek, or

provide the following types of information with respect to ThinWall Welded-Seam Aluminum Tubes except to the extent that such

information is publicly available: (1) current or future NonAggregated, Customer-Specific Information; (2) current or future

pricing plans; (3) current or future Strategies or Policies

Related to Competition; and (4) Analyses or Formulas Used to

Determine Costs or Prices.

B. For a period of ten (10) years from the date this Order

becomes final, Respondent shall not, in any proposed acquisition

of stock, share of capital, or production assets of any person

that is a competitor of Respondent in the design, manufacture, or

sale of any product or service, to which Respondent is a party,

prior to consummating the acquisition, obtain, seek, provide, or

agree to obtain, seek, or provide the following types of

information with respect to any competing product or service

except to the extent that such information is publicly available: 

(1) current or future Non-Aggregated, Customer-Specific

Information; (2) current or future pricing plans; (3) current or

future Strategies or Policies Related to Competition; and (4)

Analyses or Formulas Used to Determine Costs or Prices. 

C. Nothing contained in Paragraphs V(A) or V(B) of this

Order shall prohibit respondent or any other person from

obtaining, seeking or providing, or agreeing to obtain, seek or

provide (1) current or future Non-Aggregated, Customer-Specific

Information; (2) current or future pricing plans; (3) current or

future Strategies or Policies Related to Competition; and (4)

Analyses or Formulas Used to Determine Costs or Prices, if such

information is provided to an Independent Agent. Information

received by an Independent Agent pursuant to Paragraph V of this

Order may be provided to Respondent or any other person by such

Independent Agent if such information is converted into a form

that would not be in violation of Paragraph V of this Order.

VI
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IT IS FURTHER ORDERED that, for a period of ten (10) years

from the date this Order becomes final, Respondent shall not,

without prior notification to the Commission:

(a) directly or indirectly acquire any production assets of

Maschinenbau if the cumulative value of all such acquisitions in

the prior twelve (12) months exceeds $1 million; and

(b) directly or indirectly acquire any stock, share of

capital, or production assets, other than assets acquired in the

ordinary course of business, of any person engaged in the design,

manufacture, or sale of Welded Tube Mills or any person engaged

in the design, manufacture, or sale of Thin-Wall Welded-Seam

Aluminum Tubes in North America; provided, however, that an

acquisition of securities will be exempt from the requirements of

this paragraph if, after such acquisition of securities,

Respondent will hold no more than five (5) percent of the

outstanding shares of any class of securities of such person and

provided further that an acquisition of assets will be exempt

from the requirements of this paragraph if the acquisition price

is less than one (1) million dollars.

VII

IT IS FURTHER ORDERED that the prior notifications required

by Paragraph VI of this Order shall be given on the Notification

and Report Form set forth in the Appendix to Part 803 of Title 16

of the Code of Federal Regulations as amended (hereinafter

referred to as "The Notification"), and shall be prepared and

transmitted in accordance with the requirements of that part,

except that no filing fee will be required for any such

notification, notification shall be filed with the Secretary of

the Commission, notification need not be made to the United

States Department of Justice, and notification is required only

of Respondent and not of any other party to the transaction. 

Respondent shall provide The Notification to the Commission at

least thirty days prior to consummating any such transaction

(hereinafter referred to as the "First Waiting Period"). If,

within the First Waiting Period, representatives of the

Commission make a written request for additional information,

Respondent shall not consummate the transaction until twenty days

after substantially complying with such request for additional

information. Early termination of the waiting periods in this

paragraph may be requested and, where appropriate, granted by

letter from the Bureau of Competition.
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Provided, however, that prior notification shall not be

required by Paragraph VI of this Order for a transaction for

which notification is required to be made, and has been made,

pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a.

VIII

IT IS FURTHER ORDERED that within thirty (30) days after the

date this Order becomes final, and every thirty (30) days

thereafter until Respondent has fully complied with the

provisions of Paragraphs II and III of this Order, Respondent

shall submit to the Commission verified written reports setting

forth in detail the manner and form in which Respondent intends

to comply, is complying, and has complied with Paragraphs II and

III of this Order. Respondent shall include in its compliance

reports, among other things that are required from time to time,

a full description of the efforts being made to comply with

Paragraphs II and III of the Order, including a description of

all substantive contacts or negotiations for the divestiture and

the identity of all parties that have contacted Respondent or

that have been contacted by Respondent. Respondent shall include

in its compliance reports copies of all written communications to

and from such parties, all internal memoranda, and all reports

and recommendations concerning divestiture.

IX

IT IS FURTHER ORDERED that one (1) year from the date this

Order becomes final, annually for the next nine (9) years on the

anniversary of the date this Order becomes final, and at such

other times as the Commission may require, Respondent shall file

a verified written report with the Commission setting forth in

detail the manner and form in which it has complied and is

complying with Paragraphs IV, V, VI, and VII of this Order.

X

IT IS FURTHER ORDERED that Respondent shall notify the

Commission at least thirty (30) days prior to any proposed change

in the corporate Respondent that may affect compliance

obligations arising out of the Order, such as dissolution,

assignment, sale resulting in the emergence of a successor

corporation, or the creation or dissolution of subsidiaries.
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XI

IT IS FURTHER ORDERED that, for the purpose of determining

or securing compliance with this Order, Respondent shall permit

any duly authorized representatives of the Commission:

A. Access, during office hours and in the presence of

counsel, to inspect and copy all books, ledgers, accounts,

correspondence, memoranda, and other records and documents

in the possession or under the control of Respondent

relating to any matters contained in this Order; and
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B. Upon five (5) days’ notice to Respondent, and

without restraint or interference, to interview officers,

employees, or agents of Respondent.

By the Commission, Commissioner Swindle not participating.

Benjamin I. Berman

Acting Secretary

SEAL

ISSUED: January 27, 1998