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Federal Trade Commission Act, as amended, 15 U.S.C. 45, and the 

respondents having been served with 

a.copy ofthat complaint, togtther 

with a notke of contemplated relief; and 

The respondents, their attorneys, and counsel for the Commi$sion 

having thereafter executed an agr¢ement containi_ng a consent order, 

an admission by respondents of all the jurisdictional facts set forth in 

the complaint, a statement that the sign,ing of said agreement _is for 

settlement purposes only: and does not constitute an admission by 

respondents t.hat the law ... has been violated as allegeq ir1 such 

complaint, or that. the facts as alleged in such complaint, other than 

j.urisdictjt1nal facts. are true and waiv~rs and other provisions as 

required by the C0mmissiori1s Rules; and 

The $e.cretary of th¢ Commission having thereafter withdraw11 

this rnatter fro.m adjudication inaccordance·withSection 3.25(c)of 

its Rules; and 

The Ceirnmis:sion having cons1dered the matter and having 

thereupon accepted the executedconseht agreement and placed suqh 

agreement on the public record for a pe.riod of sixty (60) days, and 

having duly considered the comtnentsfile:d thereafter by interested 

persons pqrsuant to Section 

3 .25(f) of its Rules, now in further 

conformity with the procedure prescribed in Section 3 .25(t) of its 

Rules, the Commission h,ereby makes the follov.'ing jqrisdictional 

findings and enters the following order: 

1. Re~pondent Monier Lifetile LLC is a limited liability company 

organized, e~isting 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 One Park Plaza, Suite 900, Irvine, California. 

2. RespondentBoral Ltd. is a corporation organized~ existing and 

doing business under and by virtue of the laws of Australia, with its 

office and principal place of business located at .50 Bridge Street, 

Sydn~y, NSW 2000, Australia. 

3. Respondent Lafarge S.A. is a corporation organized, existing 

~d doing business under and by virtue ofthe laws of F ranee, with its 

office and principal place of business located at 61 rue des Belles 

Feuilles, Paris, France. 

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It is ordered, That, as used in this order, the foUowing definitions 

shall apply: 

A. "Monier Lifetile0 means Mpnier Lifotile LLC, its directors, 

office:ts1Jert1ployees,agents, representatives, predecessors, successors 

and assi¥ns~ its joint ventures, subsidiaries, divisions, groups and 

affiliates controlled by Monier Lifotile, and the respective directors, 

officers, employees, agents, representatives, successors, and assigns 

of each. 

B. "l}oral" means Boral Ltd,, its directors. officers, employees, 

~gentsirepreserttativest predecessors, successors and assigns; its joint 

ventures, subsidiaries, divisions, groups and affiliates controlled· by 

.BoraL and the respective directors~ officers, employees, agents, 

representatives, succ.essors, and a~signs of each. 

C.. "Lafarge 11 means Lafarge · S.A., its directors, officers; 

employees, .agents, representatives;-predecessors, successors and 

assigns; }ts joint ventures; su.bsidiaries, d.jvisfons, groups and 

affiliates con.trolled by Lafarge> and the respective directors, officers, 

employees, agents, representqtives, succ.cssors, and assigns ofeach. 

D .. "Respo11dents 11 meads Monier Lifetile, Botal and Lafarge, 

individually and collectively. 

E. ''CRH'' means CRH PLC~ a corporation organized, existing and 

dCJing business under and by virtt.Ie of the laws of Ireland, ·with its 

offl~e and principal place of business located at Belgard Castle, 

Clondalkin, Dublin 22, Ireland; and its subsidiaries, divisions, groups 

and affifiates controlled by CRH,including OldcastJe, Inc. 

F. ,;Commission'1 means the Federal Trade Commission. 

G. "Joint Venturei 1 means the formation of the limited liability 

company~ Monier Lifetiie, on or about August 15, 1997, through the 

issuance of membership interest and coμtribution of assets of tbe 

respecti,leUnited States concrete roofing tile operations ofBoral and 

Redland PLC, now a wholly-owned subsidiary of Lafarge. 

H. "AtquirerH means CRH or the entity/entities to whom 

respondents divest the Tile Manufacturing Assets To Be Divcsced. 

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K. ''Field Tile Line'1 means adelivered, assembled, installed, and 

functioning production line that produces Field Tile. ·· 

L. "Trim Tile:" means Corn;reteRoofing Tile that is used to cover 

the crest and soffit of a roof. 

M. "Trim Llne 11 .means a delivered, assembled, installed, and 

fμnctioningproduction Hne that has the capacity to'produce Trim Tile 

at a level of at least ten (1 O} per cent of the overall Field Tile 

production capacity o'f the tile manufacturing facility irt which the 

Trim Line is located. 

N. "Divestiture Agreement" means the Acquisition Agreement 

between Monier Lifetile and Oldcastle, Inc., dated January 2 I, 1999, 

and a,H exhibits thereof, incorporated by reference into this order and 

made a part hereof as a Confidential Appendix, regardless of whether the purchase and sale ofassets contemplated· by such. agreement is 

consummated. 

0. "Tile Afanufc;,cturing Assets To Be Diw:stecfi means the 

following: 

1. The Corona tile manufacturing facility, lociated at 1745 

Sampson Avenue, Corona, California, including: two (2) Field Tile 

Lines ~nd one (1) Tdm Line, y;.,ith a minimum llnnual produ,ction 

capacity of 600,000 squares of Concrete Roofing Tile; and all assets 

relatied to the production ofCoucrete Roofing Tile at the Corona tile 

manufacturing facility included in. the Divestiture Agreement. 

. 2. The Casa Grande tile manufacturing .. facilit_v, located at 1742 

South Rooftile Road, Casa Grnnde, Arizona,including: (wo (2) Field 

Tile Lines and one ( l) Trim Line 1 with a minimum annual production 

capacity of 700~000 squares of Concrete Roofing Tile;and all assets 

related to the production of Concrete Roofing Tile at the Casa Grande 

tile manufacturing facility included in the.Divestiture Agreement 

3. The Ft. Lauderdale tile manufacturing faciHty, located at 

19~~ N.\V. 21~t Avenue, Ft: Lauderd~e. ~lodda_. as a functio~ing 

f~c1ht~ producing Co~cre.t~ Roo?ng Ttl~~- mcludmg: one (1) Fi~ld 

Tile Lmc and one Tnm Lme, with a m1mmum annual product10n 

capacity of 300,000 squares of Concrete Roofing Tile; and all 

~(ated the production of Concrete Rpofing Tile at the 

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inventions; trade secrets; technology; knowMhow; intellectual property 

rights; patents; patent applications; formulas; copyrights; licenses; 

trademarks; trade names; and rights, expressed or implied, included 

in the Divestiture Agreement. 

P, "Cost" means direct cash cost oflabor. 

Q. "No:r)'-PublicAcJJUirer Information" means any information not 

in the public domain obtained by respondents directly or indirectly 

from the Acq uirer prior to the effective date, or during the term, of 

the provision ofassistance to the Acquirer as required by paragraph 

II.C. Qfthis order. Non-Public A~quirer Inform.;:l.tion sliall not include 

information thatsubsequently falls.within the public domain through 

po viol..ltion of thi~ order by respondents. 

R. "Southern Calijornid' meansall of the state of California south 

of~ and including, Bakersfield. 

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It isfurther ordered, That: 

A. Respondents shall divest absolutely and in good faith the Tile 

Manufacturing Assets To Be Divested to CRH in accordance with the 

Divestiture Agreement within .five (5) days of the date th.e 

Commission serves its final decision containing the order herein on 

respondents' c-0unst!l, in dispositionofthis matter, 

B. The purpose of the divestiture of the Tile Manufacturing 

AssetsTo Be Divested is to ensure that theTile Manufacturing Assets 

To Be Divested are used to produce and sell Concrete Roofing Tile 

of commercial quality similar to that currently produced by Monier 

Lifetile and to remedy the lessening of competitiqn resulting from the 

Joint Venture as alleged in the Commission's complaint. 

C. Respondents shall commit to provide at Cost upon reasonable 

notice and request by t1e Acquirer, for a period not to exceed six ( 6) 

months from the date each divestiture is completed: (a) such 

assistance, personnel and training as are rea.~onably necessary to 

enable the Acquirer to manufacture Concrete Roofing Tile in 

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Acquirer and to sell Concrete Roofing Tile in each of the counties in 

which MQnier Lifetile currently sells Concrete Roofing Tile in the 

state where the tile manufacturing facility acquired by the Acquirer 

is located, 

D. Respondents shall nofprovide1 di~close or otherwise make 

available to any of their employees .not involved in providing 

assistance any Non-Public Acquirer lrtforrn.ation, nor shall respondents use any Non-Public Acquirer Information obtained or derived 

by respondents in their capacity as providers of assistance pursuantto 

paragraph ILC., except for the sole purpose ofprovidfog assistance 

pursuanno paragraph IL C. 

E. Pending divestiture of the Tile l'vfanutacturing Assets To Be 

Divested, respondents shall take such actions as are necessary to 

maintain the. viability~ marketability and cornpetitiveness of the Tile 

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

removal~ wasting, deterioration or impairment of any. of the Tile 

Manufacturing t\.ssetsiTo Be Divested except for on.lin(lcy wear ,and 

tear. 

F. Respondents .shaU comply with the terms of the Divestiture 

Agreement and such agreement is incorporated byrefei:ence into this 

order and made a part hereof a.s a Confidential Appendi){. Any failure 

by respondents to comply with the terms of the Divestiture 

Agreement shall constitute a failure to comply with this Order . 

. · G. Respondents shall take all steps necessary to restore.the.Ft. 

Lauderdale tile manuft1cturing facility, located at 1900 N. W, 21st 

A venue, Ft. Laud_erdale, Florida,· as a functioning facility, capable of 

produdngatle~t 300,000 squares annually of Concrete Roofing Tile 

of commercial quality similar to that currently produced by Monier 

Lifetile, 11.nd respondents shall complete all restoration work, 

including addition of the Trim Liue,by April 30, 1999, or vvithin two 

(2) months .of the date respondents signed the agreement containing 

consent order in this matter, whichever is later. 
U,A. of this 9rder~ the Commission may appoint a trustee to divest the 

Tile Manufacturing Assets To Be Divested. In the event that the 

Commission or the Attorney General brings an action pursuant to 

Section 5([) ofthe FederalTrade Commission Act, 15 U.S.C. 45(/), 

or any other statute enfor~ecl by the Ctnn111ission, respondents sh}l!i 

c~nsent to the .appointment of a trustee in such action. Neither the appoint111e,nt ofa trustee nor a decision not to appoint a tn+stee μnder 

thi.s paragraph shallpreclude the Commission or the Attorney General 

from seeking civil penalties or any other relief available to it, 

including a court-appoirHed ·trustee pursuant to Section 5{{) of the 

Federal Trade Commission Act, or any other statute enforced by the 

Cornm:ission,. for any· failure by respondents to comply with this 

order. 

B. If a trustee isappoit1tedby theCommissionor a court pursuant 

to. paragraph Ill.A. or this order, respondents shall consent lo the 

.following te:rms an4 conditions regarding thetrustee's powers, duties, 

authorhy and resp.onsibilitk:s: 

l. The Con.1mission shall select th.e trustee, subject to the consent 

ofrespoqdents, which consentshaH hot be unreasonably withheld. 

The trustee shaU he a · person with .experience and expertise in. 

acquisitions anddive.stitures. IfivfonierLifetile has notopposed) in 

writing, including the reasons for opposing, the selection of any 

proposed trustee within ten (lQJ days after notice by the staff of the 

Commission to Monier 'Lifetile of the identity of any proposed 

trustee, resPondents shall QC deemed to have consented to the 

selection of the proposed trustee. 

2. Subject to the prior approval of the- Commission; the trustee 

shan have the exclusive power and authority to accomplish the 

divestitures described in paragraph IU . .l\. of the order. 

3 . \Vithin ten (l 0) days after appointment of the trustee, respondents shall execute a trust a:greement that; subject to the prior approval 

of the Commission, and in the case of a court~appofoted trustee, ofthe 

court, transfers to the trU'stee all rights and powers necessary to permit 

the trustee to effect the divestitures required by this order. · 
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twelve (12) month period

 the trustee has submitted a plan for the 

divestitures . .required by this order or believes th~t the divestitures 

required by this order can be achieved within a reasonable time, then 

the divestitlJte period may be extended by the Comm issirm, or, in the 

case ofa court-appointed trustee, by the court; pto videdr however, the 

Commission n1.ay extend the• period for the• ~ivestitures only two (2) 

times. 

5 .. The trustee shall have full and complete access to the 

personnel, books~ records and facilities related to the Tile 

Manufacturing Assets To .8e Divesterl or to any other relevant 

infotm.ation, as the trustee may request. Respondents shall devefop 

suc.h financial· .or other illformation a.s the trustee may request and 

shall. cooperate with the trustee. Respondents shall take no action to 

interfere with or impede the trustee's ac(}omplishment of the 

<livestitun~s. An.y delays in any divestiture caused by respondents 

shall extend the time for thatdivestitu,re under this paragraph inan 

amount equal to the delay, asdeterminedby the Commission or, for 

a cOurHtppointed trustee, b}' the court. 

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

the most favorable price and tetms available in each contract that is 

submitted to fh.e Commission, subject to respondents' absolute and 

unconditional obligatio.n to divest.expeditiously at no minimum price. 

The divestitures shallbe·made in a manner consistent with the terms 

of this orde:t; provided, .however, if the .trustee· receives bona. fide 

offers for aTiJe Manufacturing Facility from more than one acquiring 

entity, and• if th~ Commis;ion determines to. approve more than one 

such acquiring entity, the trustee shall divest to the acquiring entity 

or entities selected by respondents from amongthose approved by the 

Commission; provided further, however,thattespondents shall select 

such entity within five (5) days of receiving notification of the 

Commission's approval. 

7. The trustee shall serve, withm.1.t bond or other security, at the 

cost and expense ofrespondcnts, on such reasonable and customary 

tcntl.s and conditions as the Commission or a court may set. The trustee shall have the authority to employ, atthe cost and expense of 

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approva.l.by theConnnissi.on and, in the case ofa cot1.rt-appointed 

.trustee, by. the court, of the account of the. trustee, including.fees. for 

his or her services, all remaining monies sh.all be paid atthedirection 

ofthe respondents, and the trustee's power shall be tenninated. The 

ttustee's. cotnpensation shall be based at least in significantpart on a 

cqrnmi~sioU arrangement• contingent on the trustee's. accomplishing 

the. divestitures required by paragraph III.A. of th.is order. 

8. Respondents shall inden1J1.ify the trustee• and hold the truste~ 

harmless against any losses, claimsr damages, liabilities or expens,:s 

arising .out o.f, or in connection with, the performance of the tmsttee'~ 

duties, including all reasonable fees of counsel and other expenseI; 

incurred in connection with .the preparation for, o.r defense of, .<1i1y 

claim whether or .not resulting in .an.y liability, except to the extent 

that such liabilities, losses~ damiilges, cl~Jms or .expenses result fror:n 

misfeasance> gross· negligence> vvi llfu1 or wanton acts o.r bad faith by the trustee. 

9. Ifthe .trustee ceases to act or fails to act diligently, a substitute 

trustee shall be appointed in. the same manner as provided in this 

paragraph. 

lO..The Commission or, in the case of a court~appointedtrustee, 

the court • 1 tnay ,on its own initiative or at the request .of the trustee 

issue ~uch addjtiotial orders or directions as may be reasonably 

necessary or appr9priate to accomplish the divestitures required by 

this order. 

1•.t .Thetrustee n1a.y divest_such additional ancillary assets related 

to the Tile Manufacturing Assets To Be Divested and effe~J sttcJ:1 

ancillary arrangements as are necessaryto satisfy the requirements or 

purposes of this order. 

12. The trustect_shall have no obligation or authoritytO operate or 

maintain the Tile Manufacturing Assets To Be Divested. 

13. The tru.stee• shall report in writing to respondents and the 

Commission every sixty (60) days concerning the trustee's effoxts to accomplish the divestitures required by this order. 
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and III. of this order, respondents shall submit to the Commission 

verified vffitten reports setting forth in detail the manner and form in 

which they intend to comply, are complying,.and.havecomplied with 

the requirements of this order. Respondents shall include in their 

compliance report!$, among other things. that are required from time 

to time,. a full description of the efforts being made to comply with 

paragraphs IL and III. of the order, Respondents shall include in their 

compliance reports copies of all written communications to and from 

any Acquirer, all internal documents (except privileged documents), and all reports and recommendations, concerning the divestitures. 

V. 

lt isfurther.ordered, That, fo.n1perfod often(lO)years from.the 

dat<;, this Q.rder becomes final,.regpondentsshatl not,without providing 

advance written notification to the Comrnission, directly or indirectly, 

through subsidiaries, partnershjpS; joint Ventures, or•otherwise: 

A. Acquire any stock, share capital, equity!> partnership, 

membership or otner interest in, .any concern, corporate or noncorporate, engaged in, at the time of such acquisition or within the 

year preceding suchacquisition, the rnanufacture of Concrete Roofing 

Tile in Southern .California, Arizona; Nevada or .Florida; or 

B.. Acquire any assets t1sed at the time of sμch acquisition or 

within the year preceding such acquisition in the manufacture .. of 

Concrete Roofing Tile in .southern California, •Arizona) ·Nevada or 

Florida. 

Said notification sh~ll 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. The Notification shall be filed with 

the Secretary of the Commission, notification need not be made to the 

United States Department ofJustice, and notification is required only 

of respondents and not o.f any other party to the transaction. 

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of 16CFR 8'03. 20), respondents shall not consummate the transaction 

1:1ntil twenty (20) days after sub111itting such additional information or 

documentary material. Early tennination ofthe waitingperiQds in this 

paragraph may be requested and, where appropriate, granted by letter 

from the Bureau of Competition. Provided,. however, that prior 

notification shall not be tequ.ired by this paragraph 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. 

VI. 

lt is further ordered, That respondents shaU notify tbe 

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

the .corporate respondents such as dissolution, assignment, sale 

resulting in the emergence of successor corporations, or the creation 

ordissolution of subsidiaries or any other change in the corporations or Joint Venture that i11ay affect compliance obligations arising out of 

theQrder. 

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It is further ordered, That. for the purpose of determining or 

securing compliance with this order, respondents shall permit any 

duly authorized representative of the Commission; 

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

all facilities and access to inspect and copy all books, ledge.ts, 

accounts, correspondence, memoranda and other records and 

documents in the possession or under the control of respondents 

relating to .any matters contained in this order; and 

B, Upon five (5) days' notice to respondents and without restraint 

or interference from re-spondents. to intervie\v offic.ers, directors or 

cn1ployees of respondents, wh9 may have counsel present, regarding 

such matters. 

[CONFIDENTIAL APPENDIX RDDACTED] 

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