UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

 

)

 In the Matter of )

)

CHARLOTTE PIPE AND ) File No. 111 0034

 FOUNDRY COMPANY, )

)

a corporation, )

 AND )

)

RANDOLPH HOLDING )

 COMPANY LLC, )

)

a corporation. )

 )

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”), having initiated an investigation

of certain acts and practices of Charlotte Pipe and Foundry Company and its subsidiary,

Randolph Holding Company, L.L.C., hereinafter referred to as “Proposed Respondents,” and it

now appearing that Proposed Respondents are willing to enter into an Agreement Containing

Consent Order to Cease and Desist (“Consent Agreement”) from certain acts and practices, and

providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly

authorized officers and attorneys, and counsel for the Commission that:

1. Respondent Charlotte Pipe and Foundry Company, is a corporation organized, existing, and

doing business under and by virtue of the laws of the State of North Carolina with its

principal place of business located at 2109 Randolph Road, Charlotte, NC 28207.

2. Respondent Randolph Holding Company, LLC is a wholly-owned subsidiary of Charlotte

Pipe and is a limited liability company organized, existing, and doing business under and by

virtue of the laws of the State of Delaware with its principal place of business located at

2109 Randolph Road, Charlotte, NC 28207.
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3. Proposed Respondents admit all the jurisdictional facts set forth in the draft Complaint here

attached.

4. Proposed Respondents waive:

1. any further procedural steps;

2. the requirement that the Commission’s Decision and Order, which is attached

hereto and made a part hereof, contains a statement of findings of fact and

conclusions of law;

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

the Order entered pursuant to this Consent Agreement; and

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

5. 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.

6. Not later than thirty (30) days after the date this Consent Agreement is signed by the

Proposed Respondents, Proposed Respondents shall submit an initial report, pursuant to

Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33. Proposed Respondents shall

submit subsequent reports every thirty (30) days thereafter until the Decision and Order

becomes final. Each compliance report submitted shall describe in detail the manner in

which Proposed Respondents have complied, are complying and will comply with the

Consent Agreement and the Order. In addition, each report shall provide sufficient

information and documentation to enable the Commission to determine independently

whether the Proposed Respondents are in compliance with this Consent Agreement and the

Order. Such reports will not become part of the public record unless and until the Consent

Agreement and Decision and Order are accepted by the Commission for public comment.

7. Each report submitted pursuant to paragraph 6 above shall be verified by a notarized

signature or sworn statement, or be self-verified in the manner set forth in 28 U.S.C. §1746. 

Section 2.41(a) of the Commission’s Rules of Practice requires that an original and two

copies of all compliance reports be filed with the Commission. Proposed Respondents shall

file an original report and one copy with the Secretary of the Commission, and shall send

one copy directly to the Bureau of Competition’s Compliance Division. 

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

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

Agreement is accepted by the Commission, it, together with the draft of Complaint

contemplated thereby, will be placed on the public record for a period of thirty (30) days and

information in respect thereto publicly released. The Commission thereafter may either
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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 issue and serve its

Complaint (in such form as the circumstances may require) and Decision and Order, in

disposition of the proceeding.

9. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such

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

§ 2.34 of the Commission’s Rules, 16 C.F.R. § 2.34, the Commission may, without further

notice to the Proposed Respondent: (1) issue and serve its Complaint corresponding in form

and substance with the draft of Complaint here attached and its Decision and Order, and (2)

make information public with respect thereto.

10. When final, the Decision and Order 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 shall become final upon service. Delivery of the

Complaint and the Decision and Order to Proposed Respondents by any means provided in

Commission Rule 4.4(a), 16 C.F.R. § 4.4(a) – including, but not limited to, delivery to any

office within the United States of, Mark W. Merritt, Esq., of Robinson, Bradshaw & Hinson,

P.A.; or of any other lawyer or law firm listed as Counsel for Proposed Respondent s on this

Consent – shall constitute service as to Proposed Respondents. Proposed Respondents

waive any right they may have to any other manner of service. 

11. The Complaint may be used in construing the terms of the Decision and Order, and no

agreement, understanding, representation, or interpretation not contained in the Decision

and Order or the Consent Agreement may be used to limit or contradict the terms of the

Decision and Order. 

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

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

and that all parents, subsidiaries, affiliates, and successors necessary to effectuate the full

relief contemplated by this Consent Agreement are within the control of the parties to this

Consent Agreement.

13. Proposed Respondents agree to comply with the terms of the proposed Decision and Order

from the date they sign this Consent Agreement; provided, however, that Proposed

Respondents will have no obligation to comply with the terms of the proposed Decision and

Order in the event the Commission withdraws its acceptance of this Consent Agreement.

14. 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 after it becomes final.
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CHARLOTTE PIPE AND FOUNDRY

COMPANY and RANDOLPH HOLDING 

COMPANY, L.L.C.

By: 

Roddey Dowd, Jr. 

Chief Executive Officer

Charlotte Pipe and Foundry Company

Dated 

_______________________________

Mark W. Merritt, Esq.

Robinson, Bradshaw & Hinson, P.A.

Counsel for Charlotte Pipe and 

Foundry Company and Randolph Holding 

Company, L.L.C.

Dated 

FEDERAL TRADE COMMISSION

By: 

William L. Lanning

Attorney, Bureau of Competition

____________________________

Tejasvi Srimushnam

Attorney, Bureau of Competition 

APPROVED:

By:

Melanie Sabo

 

Assistant Director

Bureau of Competition

_____________________________

Geoffrey M. Green 

Deputy Assistant Director

Bureau of Competition 

 

Peter J. Levitas

Deputy Director

Bureau of Competition

 

Richard A. Feinstein

Director

Bureau of Competition