IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

)

In Re SULFURIC ACID ANTITRUST )

LITIGATION ) MDL Docket No. 1536

) Master File No. 03 C 45764

)

)

This Document Relates To: )

)

ALL ACTIONS ) JURY TRIAL DEMANDED

)

DEFENDANT PVS'S ANSWER TO THIRD

CONSOLIDATED AMENDED CLASS ACTION COMPLAINT

Defendants Pressure Vessel Services, Inc. d/b/a PVS Chemicals, Inc., PVS

Chemical, Inx. (Ohio), PVS Chemical Solutions, Inc., and PVS Nolwood, Inc., (collectively 

"PVS") hereby answer as follows the Third Consolidated Amended Class Action

Complaint:

I. NATURE OF THE CASE

1. This is a class action lawsuit brought on behalf of direct purchasers of sulfuric

acid against Defendants for violations of Section I of the Sherman Act, 15 U.S.C. § 1. As 

more fully alleged below, Defendants contracted, combined or conspired to raise, fix, 

maintain or stabilize the price of sulfuric acid sold in the United States. As part of the 

conspiracy, Defendants agreed to limit the supply of sulfuric acid in the United States, to fix 

prices, and to allocate markets and customers for the sale of sulfuric acid in the United 

States. As a result of Defendants' unlawful conduct, Plaintiffs and the Class, as hereinafter 

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defined, paid prices for sulfuric acid that were artificially inflated and they have suffered 

injury to their business and property.

ANSWER: PVS denies that it violated Section 1 of the Sherman Act, 15 U.S.C. § 1, or 

that it has engaged in any other illegal conduct. 

II. JURISDICTION AND VENUE

2. Plaintiffs bring this action pursuant to Sections 4(a) and 16 of the Clayton Act 

(15 U.S.C. § § 15 and 26) to recover damages and costs of suit, including reasonable 

attorneys' fees, as the result of Defendants' violations of Section I of the Sherman Act.

ANSWER: PVS denies that it violated Section 1 of the Sherman. PVS neither admits 

nor denies any remaining allegation of Paragraph 2 on the ground that it characterizes 

Plaintiff's claim and that no answer is required. 

3. Subject matter jurisdiction is proper pursuant to 28 U.S.C. §§ 1331 and 1337 

and Sections 4 and 16 of the Clayton Act, 15 U.S.C. §§ 15, 26.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 3 on the ground 

that it alleges matters of jurisdiction to which no answer is required.

4. Personal jurisdiction over all Defendants comports with the United States

Constitution.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 4 on the ground 

that it alleges matters of jurisdiction to which no answer is required.

5. Venue is proper in this District pursuant to Sections 4(a) and 12 of the 

Clayton Act, 15 .S.C. §§ 15(a) and 22, and 28 U.S.C. §1391(b), (c) and (d) because, 

during the Class Period, Defendants resided, transacted business, were found or had 

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agents in this District, and because a substantial part of the events giving rise to Plaintiffs' 

claims occurred, and a substantial portion of the affected interstate trade and commerce 

described below was carried out, in this District.

ANSWER: PVS admits that it was found or had agents in this district between January 

1, 1988 and January 16, 2003. PVS neither admits nor denies any remaining allegation of 

Paragraph 5 on the ground that it alleges a legal conclusion to which no answer is required.

Ill. DEFINITIONS

6. As used in the Complaint:

a. "Sulfuric acid" is a colorless, odorless, extremely corrosive, oily liquid 

used in making dyes, paints, explosives, fertilizers, other products, 

and in industrial processes.

b. The term "Class Period" refers to the time period from January 1, 

1988 until January 16, 2003.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 6 on the ground 

that it alleges conclusions of law and characterization of Plaintiff's Complaint to which no 

answer is required.

IV. PARTIES

7. Plaintiff Ohio Chemical Services, Inc. is an Ohio corporation and a chemical 

distributor located in Columbus, Ohio. During the Class Period, Ohio Chemical Services, 

Inc. purchased sulfuric acid directly from one or more of the Defendants or their coconspirators, and has been injured in its business and property by reason of the antitrust 

violations alleged in this Complaint.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 7 on the ground 

that it is without sufficient information upon which to form a belief.

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8. Plaintiff Independent Chemical Corporation is a corporation and a chemical 

distributor with its principal place of business located in Glendale, New York. During the 

Class Period, Independent Chemical Corporation purchased sulfuric acid directly from one 

or more of the Defendants or their co-conspirators and has been injured in its business and 

property, by reason of the antitrust violations alleged in this Complaint.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 7 on the ground 

that it is without sufficient information upon which to form a belief.

9. Plaintiff National Alum Corporation is a Texas corporation with its principal 

place of business located in Mesquite, Texas. During the Class Period, National Alum 

Corporation purchased sulfuric acid directly from one or more of the Defendants or their 

coconspirators and has been injured in its business and property by reason of the antitrust 

violations alleged in this Complaint.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 7 on the ground 

that it is without sufficient information upon which to form a belief.

10. Plaintiff Producers Chemical Company is an Illinois corporation with its

principal place of business located in Batavia, Illinois. During the Class Period Producers 

Chemical Company purchased sulfuric acid directly from one or more of the Defendants or 

their coconspirators, and has been injured in its business and property by reason of the 

antitrust violations alleged in this Complaint.

ANSWER: PVS admits that Producers Chemical Company made certain purchases of 

sulfuric acid from PVS in the period from January 1, 1988 to January 16, 2003. PVS 

denies any remaining allegation of Paragraph 10.

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11. Plaintiff Old Bridge Chemicals. Inc. is a New Jersey corporation with its 

principal place of business located in Old Bridge, New Jersey. During the Class Period, 

Old Bridge Chemicals, Inc. purchased sulfuric acid directly, from Defendants or their coconspirators and has been injured in its business and property by reason of the antitrust 

violations alleged in this Complaint.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 11 on the ground 

that it is without sufficient information upon which to form a belief.

12. Plaintiff AG RX is a California corporation located in Oxnard, California. 

During the Class Period, AG RX purchased sulfuric acid directly from one or more of the 

Defendants or their co-conspirators and has been injured in its business and property by 

reason of 'the antitrust violations alleged in this Complaint.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 7 on the ground 

that it is without sufficient information upon which to form a belief.

13. Defendant NorFalco LLC ("NorFalco") is a Delaware limited liability

corporation with its principal place of business located at 6050 Oak Tree Boulevard, Suite 

190 Independence, Ohio 44131. Originally formed in 1998 as a joint venture between 

Noranda Inc. ("Noranda"), Falconbridge Ltd. ("Falconbridge") and E.I. Du Pont de

Nemours & Co. ("DuPont"), NorFalco at that time was named Noranda DuPont LLC. The 

company was renamed NorFalco on or around June 29, 2001, following Noranda's

redemption of DuPont's interest in the joint venture. Currently, Noranda owns 65% of 

Norfalco's capital stock while Falconbridge owns 35%. Norfalco manufactured, marketed, 

sold or distributed sulfuric acid in the United States during the Class Period. NorFalco is 

responsible for Noranda DuPont LLC's illegal and collusive acts, as well as for NorFalco's 

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own acts after Noranda Inc.'s redemption of DuPont's interest in the joint venture. In 

addition, as a result of their direct participation in NorFalco, Noranda and Falconbridge are 

each responsible for NorFalco's illegal and collusive acts.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 13 on the ground 

that it is without sufficient information upon which to form a belief.

14. Noranda DuPont LLC manufactured, marketed, sold or distributed sulfuric 

acid in the United States during the Class Period. Noranda DuPont was a joint venture 

among Noranda DuPont and Falconbridge. As a result of their direct participation in the 

joint venture, Noranda, Falconbridge and DuPont each are responsible for Noranda 

DuPont's illegal and collusive acts, as well as for their own acts prior to and after the 

existence of the joint venture.

ANSWER: PVS admits that Noranda manufactured, marketed, sold or distributed

sulfuric acid in the United States at certain during the Class Period. PVS neither admits 

nor denies any remaining allegation of Paragraph 14 on the ground that it alleges a 

conclusion of law to which no answer is required.

15. Defendant Noranda is a Canadian corporation with its principal place of

business located at 181 Bay Street, Toronto, Canada. Noranda is a major producer of 

sulfuric acid. Noranda sold sulfuric acid to purchasers in the United States during the 

Class Period. Noranda currently sells sulfuric acid in the United States through Norfalco. 

Noranda is a 65% joint venture partner in Norfalco with Falconbridge.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 15 on the 

ground that it is without sufficient information upon which to form a belief.

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16. Noranda has systematic and continuous contacts with the United States in 

addition to its holdings in Norfalco. Noranda is listed on the New York Stock Exchange 

under the symbol NRD. Noranda also does business in the United States through

numerous subsidiaries and affiliates (in addition to Norfalco) including, without limitation, 

the following entities wholly owned by Noranda: (1) Noranda Recycling Inc., headquartered 

in California, is one of the largest processors of precious metal-bearing electronic

materials in the Western United States; (2) American Racing Equipment, Inc., one of the 

leading aluminum automotive wheel producers in the United States, produces aluminum 

wheels at three plants in the Los Angeles, California area and promotes its products 

through a network of more than 45,000 dealers in the United States; (3) Norandal USA, Inc. 

operates three aluminum rolling mills in the United States, employing some 774 people; (4) 

Noranda produces high purity aluminum and aluminum alloy products at its New Madrid 

reduction plant, located on the Mississippi River near New Madrid, Missouri. Molten 

aluminum production of the New Madrid plant was 220,000 tons in 2001.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 16 on the 

ground that it is without sufficient information upon which to form a belief.

17. Noranda presents itself to the public as a unified corporate entity, referring to 

itself and its wholly-owned subsidiaries "individually or collectively" as the "company," "we," 

"us" or "ours" in its financial statements. Noranda's financial statements are consolidated 

with all of its subsidiaries and joint ventures. Of the 13 "principal subsidiaries" that 

Noranda listed in its 2003 Annual lnformation Form filed with the United States Securities 

and Exchange Commission, eight listed under "jurisdiction" are incorporated in Delaware. 

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Noranda stated in its 2000 Annual Report that 46% of its sales were made in the United 

States.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 17 on the 

ground that it is without sufficient information upon which to form a belief.

18. Defendant Falconbridge is a Canadian corporation with its principal place of 

business located at 95 Wellington Street, Toronto, Canada. During the Class Period,

Falconbridge manufactured, marketed, sold or distributed sulfuric acid in the United

States. As of year-end 2002, Noranda owned 59.5% of Falconbridge. Falconbridge is a 

35% joint venture partner with Noranda in NorFalco. Falconbridge has systematic and 

continuous contacts with the United States through its affiliate, Falconbridge U.S., Inc., 

whose offices are located in Pittsburgh, Pennsylvania. Of Falconbridge's total revenues in 

2000, 32% were generated from sales in the United States.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 18 on the 

ground that it is without sufficient information upon which to form a belief.

19. Defendant DuPont is a Delaware corporation with its principal place of

business in Wilmington, Delaware. During the Class Period, DuPont manufactured,

marketed, sold or distributed sulfuric acid in the United States.

ANSWER: Upon information and belief, admitted.

20. Defendant Pressure Vessel Services, Inc., d/b/a PVS Chemicals, Inc.

("PVS"), is a Michigan corporation with its principal place of business in Detroit, Michigan. 

PVS is one of the largest manufacturers and marketers of sulfuric acid and other corrosive 

chemicals in the United States and worldwide. During the Class Period, PVS

manufactured, marketed, sold or distributed sulfuric acid in the United States.

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ANSWER: PVS admits that it is a Michigan corporation with its principal place of

business in Detroit, Michigan and that it manufactured, marketed, sold, or distributed 

sulfuric acid in the United States at certain times during the Class Period. PVS denies any 

remaining allegation of Paragraph 20.

21. PVS Chemicals, Inc. (Ohio) is a subsidiary of Pressure Vessel Services, 

Inc., PVS Chemicals, Inc. (Ohio) changed its name to PVS Chemical Solutions, Inc. PVS 

Chemical Solutions, Inc. has offices in Chicago, Illinois, Copley, Ohio and Buffalo, New 

York. During the Class Period PVS Chemicals, Inc. (Ohio) and PVS Chemical Solutions, 

Inc., manufactured, marketed, sold or distributed sulfuric acid in the United States.

ANSWER: Admitted.

22. PVS Nolwood Chemicals, Inc., is a corporation with its principal place of 

business in Detroit, Michigan. PVS Nolwood Chemicals is a subsidiary of Pressure 

Vessel Services, Inc. During the Class Period PVS Nolwood Chemicals, Inc.,

manufactured, marketed, sold or distributed sulfuric acid in the Unite States.

ANSWER: Admitted.

23. Pressure Vessel Services, Inc., d/b/a PVS Chemicals, Inc., PVS Chemicals, 

Inc. (Ohio), PVS Chemicals Solutions, Inc., and PVS Nolwood Chemicals, Inc. are

collectively referred to herewith as "PVS."

ANSWER: Admitted.

24. Defendant GAC Chemical Corporation ("GAC") is an Indiana corporation 

with its principal place of business in Searsport, Maine. Defendant GAC was formerly

known as General Alum & Chemical Corporation. On March 9, 1994, GAC acquired Delta 

Chemicals, Inc. of Searsport, Maine ("Delta"), a manufacturer of sulfuric acid and other 

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chemicals, and was assigned Delta's sulfuric acid purchase contract with Noranda Sales 

Corporation, Limited. As a result of this merger and of the assignment of Delta's contract 

with Noranda, GAC is responsible for Delta's conspiratorial acts alleged in this Complaint, 

as well as for GAC's own conspiratorial acts prior to and/or subsequent to the merger. 

During the Class Period, Delta Chemicals and GAC manufactured, marketed, sold or 

distributed sulfuric acid in the United States.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 24 on the 

ground that it is without sufficient information upon which to form a belief.

25. Defendant Intertrade Holdings, Inc. is a Georgia corporation with its principal 

place of business in Atlanta, Georgia. Sulfuric acid producer and trader Boliden Intertrade, Inc. merged into Intertrade Holdings, Inc. on December 31, 1995. Intertrade 

Holdings, Inc. assumed Boliden Intertrade, Inc.'s responsibilities under its contract with 

Noranda. As a result of the merger and of the assignment of the contract, Intertrade 

Holdings, Inc. is responsible for Boliden Intertrade, Inc.'s conspiratorial acts alleged in this 

Complaint, as well as its own conspiratorial acts prior to and/or subsequent to the merger. 

During the Class Period, Boliden Intertrade, Inc. and Intertrade Holdings, Inc. (hereinafter, 

collectively, "Boliden") manufactured, marketed, sold or distributed sulfuric acid in the 

United States.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 25 on the ground 

that it is without sufficient information upon which to form a belief.

26. Defendant Marsulex, Inc. ("Marsulex") is a Canadian corporation with its

principal place of business in Toronto, Canada. Marsulex was formed in June 1989 when 

an investor group acquired certain sulfur businesses and assets from CIL Inc. ("CIL"), a 

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major United States producer and marketer of sulfuric acid and other sulfur products. 

During the Class Period, Marsulex and CIL manufactured, marketed, sold or distributed 

sulfuric acid in the United States. As a result of this merger, Marsulex is responsible for 

CIL's conspiratorial acts alleged In this Complaint, as well as for Marsulex's own

conspiratorial acts subsequent to the merger.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 26 on the ground 

that it is without sufficient information upon which to form a belief.

27. In May 1998, Marsulex purchased from Swedish-based Trelleborg AB

("Trelleborg") its wholly-owned subsidiaries IT Holding, Inc. and BCT ChemTrade

Corporation, for the purpose of producing and marketing sulfuric acid from the sulfurburning facility at Copperhill, Tennessee that was previously operated by Boliden. 

ANSWER: PVS neither admits nor denies the allegation of Paragraph 27 on the ground 

that it is without sufficient information upon which to form a belief.

28. Marsulex has systematic and continuous contacts with and does business in 

the United States. According to Marsulex's web site, Marsulex owns and operates plants 

in Long Beach, California; Whiting, Indiana; Toledo, Ohio; and Lebanon, Pennsylvania. 

Marsulex also maintains offices In Toledo, Ohio and Lebanon, Pennsylvania.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 28 on the ground 

that it is without sufficient information upon which to form a belief.

29. Defendant ChemTrade Logistics (U.S.), Inc. ("ChemTrade") is a Delaware 

corporation, with its principal place of business in Cairo, Ohio. ChemTrade also owns and 

operates ocean terminals for sulfuric acid at Savannah, Georgia and Tampa, Florida. 

ChemTrade and its parent company, ChemTrade Logistics Income Fund, were formed in 

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July 2001 to purchase Marsulex's sulfur removal services businesses. ChemTrade is a 

continuation of the sulfuric acid operations of Marsulex, and is responsible for Marsulex's 

conspiratorial acts alleged in this Complaint, as well as for its own conspiratorial acts 

subsequent to the spin-off. During the Class Period, ChemTrade manufactured, marketed, 

sold or distributed sulfuric acid in the United States.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 29 on the ground 

that it is without sufficient information upon which to form a belief.

30. Defendant Koch Sulfur Products Company, now known as Koch Sulfur

Products Company, LLC, has its principal place of business in Wichita, Kansas and is a 

subsidiary of Koch Minereral Services LLC, which is a subsidiary of Koch Industries, Inc. 

During the Class Period, Koch Sulfur Products Company, and/or Koch Sulfur Products 

Company LLC (hereinafter, collectively "Koch") manufactured, marketed, sold or

distributed sulfuric acid in the United States.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 30 on the ground 

that it is without sufficient information upon which to form a belief.

V. CO-CONSPIRATORS

31. Various other persons, firms or corporations not named as Defendants in 

this lawsuit have participated as co-conspirators with Defendants in the offenses alleged in 

this Complaint and have performed acts and made statements in furtherance thereof. 

Evidence of the identity of co-conspirators is in the possession of the Defendants.

ANSWER: Denied.

VI. INTERSTATE TRADE AND COMMERCE

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32. During the Class Period, Defendants sold sulfuric acid in a continuous and 

uninterrupted flow of interstate and foreign commerce to customers located throughout the

United States and in states or countries other than the states or countries in which the 

Defendants produced sulfuric acid. The business activities of Defendants were within the 

flow of, and substantially affected, interstate and foreign trade and commerce.

ANSWER: PVS admits that it sold sulfuric acid to customers in states other than the 

state in which PVS is incorporated and has its principal place of business. PVS neither 

admits nor denies any remaining allegation of Paragraph 32 on the ground that it is without 

sufficient information upon which to form a belief and on the ground that the allegations 

assert conclusions of law to which no answer is required.

VII. STATEMENT OF FACTS

33. Sulfuric acid is the largest volume inorganic chemical produced and sold in 

the United States. Sulfuric acid plays some part in the production of many industrial

processes. Sulfuric acid is produced in either of two ways: voluntarily, in a process of

burning sulfur ore, or involuntarily, as a by-product from the smelting of various metals, 

primarily copper and zinc. "Voluntary" acid is sometimes referred to as "discretionary" or 

"on-purpose" sulfuric acid. In contrast, sulfuric acid that is the by-product of smelting ores 

is referred to as "involuntary", "non-discretionary", "fatal" or "smelter" sulfuric acid.

ANSWER: PVS generally admits the allegations of Paragraph 33, but denies that they 

are a complete or fully accurate description of the use or definitions of sulfuric acid.

34. Smelter sulfuric acid is made from sulfur dioxide, which is a by-product of 

metal smelting that, when released into the environment, has been at least partly

responsible for the phenomenon known as acid rain. Environmental regulations require 

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sulfuric dioxide to be recaptured and converted into sulfuric acid. Sulfuric acid, once 

produced, must be disposed of so that the smelters may continue operating. There are 

virtually no commercially viable alternatives to disposing of sulfuric acid other than selling it 

on the open market.

ANSWER: PVS admits that (1) sulfur dioxide is a byproduct of smelting certain metals; 

(2) release of sulfur dioxide has been associated with acid rain; (3) environmental

regulations in various parts of the world, including the United States and Canada, require 

that sulfur dioxide be recaptured and converted into sulfuric acid; (4) metal smelters that 

produce sulfur dioxide must dispose of the sulfuric acid to continue operating; and (5) the 

only commercially viable means for metal smelters to dispose of sulfuric acid is to sell the 

acid. PVS neither admits nor denies any remaining allegation of Paragraph 34 on the 

ground that it is without sufficient information upon which to form a belief.

35. Producers of sulfuric acid prefer to sell it thought the U.S. merchant market 

for various chemical uses. Sulfuric acid that cannot be sold the merchant market is 

typically sold at a significantly lower price for us in the production of agricultural fertilizers.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 35 on the 

ground that it is without sufficient information to form a belief.

36. During the 1980s, Defendants Noranda and Falconbridge, competitors as 

Canada's leading metal smelters, found themselves with an oversupply of involuntary 

smelter acid. Involuntary sulfuric acid producers such as Noranda and Falconbridge 

cannot reduce their sulfuric acid production without also reducing their smelting operations. 

In order to alleviate this problem, Noranda and Falconbridge increased their exports of 

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sulfuric acid into the United States, which had the initial effect of driving down sulfuric acid 

prices in the United States.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 32 on the ground 

that it is without sufficient information upon which to form a belief.

37. Moreover, Noranda was planning to bring its new Horne Plant on-line in late 

1989, and anticipated that an additional 400,000 metric tons annually of Noranda acid 

soon would flood the United States market. Fearful of the effect this impending influx of 

sulfuric acid would have on sulfuric acid prices in the United States, Noranda approached 

various voluntary producers of sulfuric acid in the United States, including DuPont, PVS, 

Boliden, Koch and GAC/Delta, and obtained illegal agreements from them to cut back their 

voluntary production in order to limit sulfuric acid supply, and raise sulfuric acid prices, in 

the United States. As a result of these agreements, sulfuric acid supply in the United

States was artificially reduced through production cutbacks and plant closures and sulfuric 

acid prices were artificially raised, maintained and/or stabilized.

ANSWER: Denied.

38. In order to limit the supply of sulfuric acid, and to fix, maintain or stabilize the

price of sulfuric acid, PVS and Noranda in March 1988 signed an illegal agreement in 

which PVS agreed to discontinue production of sulfuric acid at its sulfuric acid plant at 

Copley, Ohio, removing 60,000 metric tons of annual capacity from the sulfuric acid 

market. PVS further agreed to purchase its total sulfuric acid requirement from Noranda's 

CEZ and Horne sulfuric acid plants in Canada and to share with Noranda its revenues from 

sulfuric acid sales. PVS did in fact stop producing acid at its Copley sulfuric acid plant in 

or around August 1988.

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ANSWER: PVS admits that PVS Chemicals, Inc. (Ohio) entered into a certain

agreement with Noranda Sales Corporation Ltd. in approximately March 1988 concerning 

sulfuric acid produced in Copley, Ohio, the contents of which agreement are clear,

unambiguous, and speak for themselves. PVS further answers that it made the

independent decision to close the Copley plant based upon its own economic review and 

analysis, and not as part of any conspiratorial agreement or scheme. PVS denies any 

remaining allegation of Paragraph 38 that is not consistent with this answer.

39. Also in 1988, CIL and Noranda agreed that CIL would shut down its sulfuric 

acid plant in Sayreville, New Jersey. CIL did in fact stop production of sulfuric acid at that 

plant in 1989, removing supply from the sulfuric acid market.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 39 on the ground 

that it is without sufficient information upon which to form a belief.

40. In 1988 Delta and Noranda reached an agreement that Delta would shut 

down its sulfuric acid plant at Searsport, Maine, removing approximately 60,000 to 70,000 

tons of annual capacity from the sulfuric acid market. Delta did in fact close down its 

Searsport, Maine plant that year. In October 1989, Noranda and Delta signed an

agreement for Delta to purchase its total requirements for sulfuric acid from Noranda and 

to share with Noranda its revenues from Delta's sales of the Noranda sulfuric acid. Delta 

and Noranda each expressly agreed not to make sulfuric acid sales to existing customers 

of the other party.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 40 on the ground 

that it is without sufficient information upon which to form a belief.

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41. In or around 1988, Koch and Noranda agreed that Koch would close or scale back 

production at one or more of its sulfuric acid plants. Subsequently, Koch closed down a

sulfuric acid plant and/or scaled back production of sulfuric acid, removing supply from the 

sulfuric acid market.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 41 on the ground 

that it is without sufficient information upon which to form a belief.

42. Shortly after the aforementioned sulfuric plants closed or scaled back

production, PVS, CIL, Delta, DuPont and other voluntary sulfuric acid producers raised 

their sulfuric acid prices in concert by $5/ton.

ANSWER: Denied.

43. Between 1988 and 1992, Noranda, DuPont and other producers and sellers 

of sulfuric acid entered into discussions and agreements regarding the restricting of 

sulfuric acid output, customer allocation, revenue sharing, and price fixing.

ANSWER: PVS denies that it entered into any discussions or agreements regarding the 

restricting of sulfuric acid output, customer allocation, revenue sharing, or price fixing. 

44. In August 1990, PVS and Noranda signed an agreement that PVS would 

discontinue production of sulfuric acid at its Bay City, Michigan sulfuric acid plant, thereby 

removing approximately 40,000 metric tons of capacity from the sulfuric acid market. PVS 

did in fact close down its Bay City plant in 1991.

ANSWER: PVS admits that PVS-Nolwood Chemicals, Inc. entered into a certain

agreement with Noranda Sales Corporation Ltd. in approximately August 1990 concerning 

sulfuric acid produced in Bay City, Michigan, the contents of which agreement are clear, 

unambiguous, and speak for themselves. PVS further answers that it made the

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independent decision to close the Bay City Plant upon its own economic review and 

analysis, and not as part of any conspiratorial agreement or scheme. PVS denies any 

remaining allegation of Paragraph 44 not consistent with this answer.

45. In April 1992, Noranda and DuPont entered into a written agreement that 

DuPont would cease production of sulfuric acid at its Linden, New Jersey "Grasselli" plant 

and instead purchase sulfuric acid from Noranda to sell to its customers in replacement of 

such production. DuPont did in fact stop producing sulfuric acid at the Grasselli plant later 

that year, removing tens of thousands of tons of sulfuric acid supply from the sulfuric acid 

market.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 45 on the ground 

that it is without sufficient information upon which to form a belief.

46. Noranda, still concerned about the ever-growing flood of smelter acid into the 

sulfuric acid market, determined that significant further cuts in sulfur-based acid production 

were necessary to stabilize sulfuric acid prices. In or around the early to mid 1990s, 

Noranda held discussions with still more United States producers of sulfur-burned acid, 

leading to additional agreements that sulfur-burned acid producers would curtail production 

in favor of purchasing acid from Noranda. Among others, Defendants GAC (following in 

the legacy of its predecessor-in-interest, Delta), Marsulex, Boliden and Koch engaged in 

collusive meetings and discussions with Noranda regarding sulfuric acid prices and

capacity, and agreed to curtail sulfuric acid production.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 46 on the ground 

that it is without sufficient information upon which to form a belief.

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47. With their patterns and practices of collaboration firmly entrenched,

Defendants continued to regularly meet and communicate throughout the remainder of the 

Class Period, to fix, stabilize or maintain sulfuric acid prices in the United States. Noranda 

coordinated the sharing of pricing information, capacity, and production date and

forecasts, and sensitive competitive information. Defendants agreed to supply each other 

with sulfuric acid, swapping acid back as forth as they deemed necessary in order to 

control capacity expansion and thus the supply of sulfuric acid. Defendants also allocated 

customers among themselves and entered into various agreements to share their revenues 

and not to compete regarding the sale and distribution of sulfuric acid.

ANSWER: Denied.

48. During the Class Period, Defendants regularly increased prices for sulfuric 

acid in a coordinated manner; close in time and in like amounts.

ANSWER: Denied.

49. In 1997, Noranda, DuPont and Falconbridge continued these illegal

practices by deciding to form a joint venture, to control 3 million tons of sulfuric acid per 

year. Noranda and Falconridge were the dominant Canadian smelters, competing with 

each other in the production of base metals and together controlling most of the smelter 

acid being sold in the U.S. merchant market. DuPont was the dominant firm producing 

voluntary sulfuric acid in the merchant market. Through this joint venture, Noranda,

Falconridge and DuPont controlled the merchant marker supply of sulfuric acid.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 49 on the 

ground that it is without sufficient information to form a belief.

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50. Through the joint venture, these defendants jointly decided the prices at 

which the Noranda, Falconbridge and DuPont sulfuric acid would be purchased from the 

respective sulfuric plants. They jointly decided the prices at which all of this "pooled" acid

would be sold to customers in the merchant marker, class members herein. They jointly 

directed DuPont to cut back production at its own sulfuric acid plants, to artificially restrict 

supply, and thus keep the price of sulfuric acid artificially raised and stabilized.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 49 on the 

ground that it is without sufficient information to form a belief.

51. The joint venture itself owned no capital assets of any kind. It had no actual 

staff (employees continued to be paid and receive benefits from the respective companies 

Noranda, Falconbridge and DuPont). The "joint venture" was in essence a sham

organization through which three horizontal competitors were able to fix prices and limit 

supply of sulfuric acid in the merchant market.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 49 on the 

ground that it is without sufficient information to form a belief.

52. On May 18, 2001, Noranda DuPont was dissolved. DuPont's interest in 

Noranda DuPont was redeemed on June 21, 2001.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 49 on the 

ground that it is without sufficient information to form a belief.

VIII. CLASS ACTION ALLEGATIONS

53. Plaintiffs bring this action on behalf of themselves and as a class action 

under the provisions of Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on 

behalf of, and seeking certification of, the following class (the "Class"):

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All persons (excluding federal, state and local governmental 

entities and political subdivisions, the Defendants, and their 

respective parents, subsidiaries and affiliates) who purchased 

sulfuric acid in the United States directly from one or more of 

the Defendants or their parents, subsidiaries or affiliates,

during the period January 1, 1988 through January 16, 2003.

ANSWER: PVS neither admits nor denies the allegation of Paragraph 53 on the ground 

that it characterizes the nature of Plaintiff's Complaint and that no answer is required.

54. The Class is so numerous that Joinder of all class members is impracticable. 

The Plaintiffs do not know the exact size of the Class, since such information is in the 

exclusive control of Defendants. However, based on the nature of the trade and commerce 

involved, Plaintiffs believe that there are at least thousands of class members and that the 

members of the Class are geographically dispersed throughout the United States. Joinder 

of all members of the Class would be impracticable.

ANSWER: Denied.

55. There are questions of law or fact common to the Class, and such common 

questions predominate over any questions affecting only individual members of the Class. 

Such common questions include, but are not limited to, the following:

a. Whether Defendants contracted, combined or

conspired to fix, raise, maintain or stabilize the prices of 

sulfuric acid sold in the United States;

b. Whether Defendants agreed to reduce the supply of

sulfuric acid in order to fix, raise, maintain or stabilize 

the prices of sulfuric acid sold in the United States;

c. Whether Defendants agreed not to compete with one 

another for each other's customers or market share;

d. Whether Defendants agreed to fix prices for sulfuric 

acid sold in the United States;

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e. Whether sulfuric acid was sold in the United States to 

Plaintiffs and members of the Class at prices affected 

by Defendants' antitrust violations;

f. The duration and extent of the antitrust violations

alleged in this Complaint;

g. Whether Defendants' conduct violated the Sherman Act;

h. Whether Defendants' antitrust violations caused injury to 

the business or property of Plaintiffs and the class

members; and

i. Whether the statute of limitations is tolled.

ANSWER: Denied.

56. The claims of Plaintiffs are typical of the claims of the Class in that Plaintiffs 

are direct purchasers of sulfuric acid in the United States from one or more of the 

Defendants.

ANSWER: Denied.

57. Plaintiffs will fairly and adequately protect the interests of the Class in that 

Plaintiffs are typical purchasers of sulfuric acid that have no conflicts with any other

member of the Class and are represented by experienced and able antitrust class action 

counsel. Further, the interests of Plaintiffs are coincident with, and not antagonistic to, 

those of the class members.

ANSWER: PVS neither admits nor denies the allegations of Paragraph 57 on the 

ground that it is without sufficient information upon which to form a belief.

58. Class action treatment is superior to the alternatives, if any, for the fair and 

efficient adjudication of the controversy described herein. A class action will permit a large 

number of injured persons to prosecute their common claims in a single forum

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simultaneously, efficiently and without unnecessary duplication of evidence and effort. 

Class treatment will also permit the adjudication of claims by smaller class members who 

could not afford to individually litigate an antitrust claim against large corporate defendants.

ANSWER: Denied.

IX. VIOLATIONS ALLEGED

59. Beginning at least as early as January 1, 1988 and continuing to at least 

January 16, 2003, the exact dates being unknown at this time, Defendants and their coconspirators entered into and participated in a contract, combination or conspiracy to 

suppress and eliminate competition by fixing, raising, maintaining or stabilizing the price of 

sulfuric acid sold in the United States in violation of Section I of the Sherman Act, 15 U.S.C. 

§ 1. For the purpose of forming and effectuating this contract, combination or conspiracy, 

Defendants did those things that they combined and conspired to do, including among 

others, the following:

a. Participated in meetings and conversations to discuss 

the prices and volume of sulfuric acid sold in the United 

States;

b. Agreed to charge prices at certain levels and to

otherwise raise, fix, maintain or stabilize the prices of 

sulfuric acid sold in the United States;

c. Agreed to reduce the supply of sulfuric acid in order to 

raise, fix, maintain or stabilize the prices of sulfuric acid 

sold in the United States;

d. Agreed to supply each other with sulfuric acid in order 

to control capacity expansion and thus the supply of 

sulfuric acid;

e. Agreed not to compete with one another for each

other's customers or market share;

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f. Sold sulfuric acid at agreed upon prices and in

accordance with agreed upon plans;

g. Reduced sulfuric acid supply; and

h. Agreed to conceal and keep secret their illegal 

agreement.

ANSWER: Denied.

60. Defendants and their co-conspirators engaged in the activities described in 

the foregoing paragraphs in furtherance of their antitrust violations and for the purpose of 

effectuating the unlawful contract, combination or conspiracy described herein.

ANSWER: Denied.

X. EFFECTS

61. The aforesaid contract, combination or conspiracy had the following effects, 

among others:

a. The supply of sulfuric acid in the United States was 

reduced by Defendants and their co-conspirators;

b. Defendants and their co-conspirators sold sulfuric acid 

in the United States at artificial and non-competitive 

price levels;

b. Direct purchasers of sulfuric acid were deprived of the 

benefit of free and open competition in the market for of 

sulfuric acid; and

c. Price competition In the sale of sulfuric acid, was

restrained, suppressed and/or eliminated.

ANSWER: Denied.

62. As a proximate result of Defendants' antitrust violations, Plaintiffs and the 

members of the class were injured and financially damaged in their businesses and 

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property, in that they paid more for sulfuric acid than they would have paid in the absence of 

Defendants' unlawful conduct.

ANSWER: Denied.

XI. TOLLI NG

63. Until shortly before the filing- of the first class action complaint on February 

21, 2003, neither Plaintiffs nor the class members had knowledge of any of the violations 

alleged herein.

ANSWER: Denied.

64. Neither Plaintiffs nor the class members, until that time, could have

discovered, by the exercise of reasonable diligence, that Defendants had engaged in the 

violations alleged herein since Defendants illegal antitrust conspiracy was inherently selfconcealing, thorough, preventing Plaintiffs and the Class members from suing them within 

the normal period of limitations.

ANSWER: Denied.

65. Plaintiffs and the Class members could not have discovered the alleged 

combination and conspiracy at an earlier date by the exercise of reasonable diligence 

because of the deceptive practices and techniques secretly employed by Defendants and 

their co-conspirators to avoid detection of, and to conceal, their combination and

conspiracy. 

ANSWER: Denied.

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66. Defendants and their co-conspirators actively concealed the combination 

and conspiracy herein alleged by various means and methods, including, but not limited to, 

secret meetings and surreptitious communications.

ANSWER: Denied.

67. By reason of the foregoing, the running of any statute of limitations has been 

tolled and suspended with respect to any claims that Plaintiffs and the other class 

members have as a result of the unlawful combination and conspiracy alleged in this 

Complaint.

ANSWER: Denied.

XII. PRAYER FOR RELIEF

WHEREFORE, the PVS Defendants request that this Court dismiss Plaintiffs' 

Complaint and award them any and all relief to which they may be deemed entitled.

/s/ K. Scott Hamilton_________

K. Scott Hamilton

Edward H. Pappas

Attorneys for the PVS Defendants

500 Woodward Avenue, Suite 4000

Detroit, MI 48226

(313) 223-3041

Dated: May 2, 2006

AFFIRMATIVE DEFENSES

First Affirmative Defense

The Third Consolidated Amended Class Action Complaint fails to state a claim 

upon which relief can be granted. 

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Second Affirmative Defense

Plaintiffs' claims, as well as the claims of each punitive class member are barred, in 

whole or in part, by the applicable statute of limitations. 

Third Affirmative Defense

The actions by PVS of which Plaintiff's complain were the result of independent 

investigation and action by PVS.

Fourth Affirmative Defense

Plaintiffs were not injured in their business or property by any act of PVS.

Fifth Affirmative Defense

Plaintiffs have not suffered any antitrust injury by any act, or failure to act, by PVS.

Sixth Affirmative Defense

Plaintiffs have failed to allege fraudulent concealment with sufficient particularity.

Seventh Affirmative Defense

PVS reserves the right to add any additiona Affirmative Defenses of which it may 

become aware during the course of discovery.

/s/ K. Scott Hamilton_________

K. Scott Hamilton

Edward H. Pappas

Attorneys for the PVS Defendants

500 Woodward Avenue, Suite 4000

Detroit, MI 48226

(313) 223-3041

Dated: May 2, 2006

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CERTIFICATE OF SERVICE

I hereby certify that on May 2, 2006, I electronically filed the foregoing paper with the Clerk of the Court using the 

ECF system.

s/K. Scott Hamilton

Dickinson Wright PLLC

500 Woodward Avenue, Suite 4000

Detroit, MI 48226

Phone: (313) 223-3041

E-mail: Khamilton@dickinsonwright.com

P-44095

DETROIT 46831-1 934482v1

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