9810345
B255403

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:

Robert Pitofsky, Chairman

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

In the Matter of
The British Petroleum Company p.l.c.,a corporation,
Amoco Corporation,a corporation, and
BP Amoco p.l.c., a corporation.

Docket No. C-3868

Decision and Order

The Federal Trade Commission ("Commission") having initiated an investigation of the proposed merger between The British Petroleum Company p.l.c. ("BP") and Amoco Corporation ("Amoco"), which merger resulted in Amoco becoming a direct, wholly owned subsidiary of BP Amoco p.l.c. ("BP Amoco") (collectively "Respondents"), and Respondents having been furnished with a copy of a draft complaint that the Bureau of Competition proposed to present to the Commission for its consideration, and which, if issued by the Commission, would charge Respondents with violations of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed an agreement containing a consent order, an admission by Respondents 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 Respondents that the law has been violated as alleged in such complaint, 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 Respondents have violated the said Acts, and that 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, now in further conformity with the procedure prescribed in Section 2.34 of its Rules, the Commission hereby issues its complaint, makes the following jurisdictional findings and enters the following Order:

1. Respondent BP was a corporation organized, existing and doing business under and by virtue of the laws of England and Wales, with its office and principal place of business located at Brittannic House, 1 Finsbury Circus, London EC2M 7BA, England. BP was renamed BP Amoco p.l.c.

2. Respondent Amoco was a corporation organized, existing and doing business under and by virtue of the laws of the State of Indiana, with its office and principal place of business located at 200 East Randolph Drive, Chicago, Illinois 60601. Amoco was renamed BP Amoco Corporation, which is a wholly owned subsidiary of BP Amoco.

3. Respondent BP Amoco is a corporation organized, existing and doing business under and by virtue of the laws of England and Wales, with its office and principal place of business located at Brittannic House, 1 Finsbury Circus, London EC2M 7BA, England.

4. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the Respondents, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

1. "Amoco" means Amoco Corporation, its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by Amoco Corporation, and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.
2. "BP" means The British Petroleum Company p.l.c., its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by The British Petroleum Company p.l.c., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.
3. "BP Amoco" means BP Amoco p.l.c., its directors, officers, employees, agents, representatives, predecessors, successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates controlled by BP Amoco p.l.c., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.
4. "Amoco Branded Seller" means any person (other than BP or Amoco) that has, by virtue of contract or agreement with Amoco in effect at the time Respondents execute the agreement containing consent order, the right to sell gasoline using Amoco's brand name at Retail Sites located in any Branded Seller Metropolitan Area, or to resell gasoline to any such person. "Amoco Branded Seller" does not include Retail Sites leased from Amoco except for sites leased from Amoco by Amoco Two Party Dealers.
5. "Amoco Retail Divestiture Assets" means all Retail Assets owned by Amoco or leased by Amoco from another person located in the following Metropolitan Areas: Tallahassee, Florida and Pittsburgh, Pennsylvania. "Amoco Retail Divestiture Assets" do not include Retail Sites leased from Amoco by Amoco Two Party Dealers.
6. "Amoco Two Party Dealer" means a person that directly or indirectly owns or leases from a lessor other than Amoco a Retail Site in a Branded Seller Metropolitan Area and that has leased to Amoco and directly or indirectly leased back from Amoco the Retail Site.
7. "Amoco Two Party Dealer Lease" means all leases, deeds, contracts, rights and obligations associated with the lease of a Retail Site by any person to Amoco and the lease of that Retail Site back to such person or an affiliate of such person.
8. "BP Branded Seller" means any person (other than BP or Amoco) that has, by virtue of contract or agreement with BP in effect at the time Respondents execute the agreement containing consent order, the right to sell gasoline using BP's brand name at Retail Sites located in any Branded Seller Metropolitan Area, or to resell gasoline to any such person, except that "BP Branded Seller" does not include Retail Sites leased from BP.
9. "BP Retail Divestiture Assets" means all Retail Assets owned by BP or leased by BP from another person located in the following Metropolitan Areas: Charleston, South Carolina; Charlotte, North Carolina; Columbia, South Carolina; Jackson, Tennessee; Memphis, Tennessee; and Savannah, Georgia.
10. "Branded Fuels" means motor gasoline purchased by a person for resale under a trade name owned by another person.
11. "Branded Seller Metropolitan Area" means (1) each of the following Metropolitan Areas: Albany, Georgia; Athens, Georgia; Birmingham, Alabama; Charleston, South Carolina; Charlotte, North Carolina; Charlottesville, Virginia; Clarksville, Tennessee; Cleveland, Ohio; Columbia, South Carolina; Columbus, Georgia; Cumberland, Maryland; Dothan, Alabama; Fayetteville, North Carolina; Florence, Alabama; Goldsboro, North Carolina; Hattiesburg, Mississippi; Hickory, North Carolina; Jackson, Tennessee; Memphis, Tennessee; Mobile, Alabama; Myrtle Beach, South Carolina; Pittsburgh, Pennsylvania; Raleigh, North Carolina; Rocky Mount, North Carolina; Savannah, Georgia; Sumter, South Carolina; Tallahassee, Florida; Toledo, Ohio; and Youngstown, Ohio; and (2) the city of Meridian, Mississippi and the counties of Kemper, Lauderdale, and Newton, Mississippi.
12. "Commission" means the Federal Trade Commission.
13. "Deed Restriction" means any obligation that would prevent or inhibit the owner of a Retail Site (or the owner's tenant) from selling motor fuels at that Retail Site other than a brand licensed from Respondents.
14. "Existing Supply Agreement" means each franchise agreement, supply contract, image agreement, jobber outlet incentive program contract, Amoco Two Party Dealer Lease, and all related agreements between Respondents and any BP Branded Seller or Amoco Branded Seller relating to such person's right or obligation to sell or resell gasoline using BP's brand name or Amoco's brand name at a Retail Site in a Branded Seller Metropolitan Area.
15. "Long Term Lease" means a lease the terms of which allow Respondents to divest to the acquirer of Retail Assets a right to occupy those Retail Assets for ten (10) years or longer from the date on which the order becomes final, and where such divestiture is not subject to landlord approval or, if subject to such approval, Respondents have obtained the necessary approval prior to the divestiture. "Long Term Lease" does not include a leasehold interest in which any Respondent is a lessor.
16. "Merger" means the proposed merger of Amoco and BP.
17. "Metropolitan Area" means any Metropolitan Statistical Area or Consolidated Metropolitan Statistical Area as defined by the U.S. Office of Management and Budget as of June 30, 1998.
18. "Ohio Metropolitan Area" means each of the following Metropolitan Areas: Toledo, Ohio, and Youngstown, Ohio.
19. "Ohio Retail Divestiture Assets" means a package of Retail Assets, to be identified by Respondents but approved by the Commission, (i) that includes individual Retail Sites with aggregate sales of 40 million gallons of gasoline in Youngstown, Ohio during 1997, and aggregate sales of 14 million gallons of gasoline in Toledo, Ohio during 1997; (ii) each of which complies with all 1998 and 1999 environmental requirements for underground storage tanks; and (iii) for each of which Respondents can convey fee ownership or a Long Term Lease.
20. "Option Effective Date" means a date identified by the Amoco Branded Seller or BP Branded Seller that is not later than sixty (60) days after Respondents' receipt of a written notice from an Amoco Branded Seller or BP Branded Seller pursuant to Paragraph IV.A.1.
21. "Option Period" means, for each BP Branded Seller or Amoco Branded Seller, a sixty (60) day period commencing upon the date on which such person receives the written notification specified in Paragraph IV.A of this Order; except that, if this Order is made final on or after April 20, 1999, the Option Period shall end on June 30, 1999.
22. "Person" means any individual, partnership, association, company or corporation.
23. "Respondents" means BP Amoco, Amoco and BP, individually and collectively.
24. "Retail Assets" means, for each Retail Site, all assets, tangible or intangible, that are used at the Retail Site, including but not limited to all permits and contracts, and all assets relating to all ancillary businesses (such as automobile mechanical service, convenience stores, restaurants, and car washes) located at each Retail Site. Respondents shall make good faith diligent efforts to obtain all third-party approvals necessary to convey all licenses, permits, consents and ancillary businesses with each Retail Site. Retail Assets do not include Respondents' proprietary trademarks, trade names, logos, trade dress, identification signs, additized product inventory, petroleum franchise agreements, petroleum product supply agreements, credit card agreements, satellite-based or centralized credit card processing equipment not incorporated in gasoline dispensers, or systemwide software and databases.
25. "Retail Divestiture Assets" means the Amoco Retail Divestiture Assets and the BP Retail Divestiture Assets.
26. "Retail Site" means a business establishment from which gasoline is sold to the general public.
27. "Terminaling" means the services performed by a facility that provides temporary storage of gasoline received from a pipeline or marine vessel, and the redelivery of gasoline from storage tanks into tank trucks or transport trailers.
28. "Terminal Assets" means all assets, tangible and intangible, relating to Terminaling at the Terminaling facilities owned by Amoco (including but not limited to real property, tanks, loading racks, offices, buildings, warehouses, equipment, machinery, fixtures, tools, spare parts, licenses, permits, and other property used for Terminaling) at the following locations: Aurora, Ohio; Chattanooga, Tennessee; Jacksonville, Florida; Knoxville, Tennessee; Meridian, Mississippi; Mobile, Alabama; Montgomery, Alabama; North Augusta, South Carolina; and Spartanburg, South Carolina.
29. "Terminated Retail Site" means a Retail Site as to which an Amoco Branded Seller or BP Branded Seller has exercised the option to cancel an Existing Supply Agreement pursuant to Paragraph IV of this order.

II.

IT IS FURTHER ORDERED that:

A. Respondents shall divest, absolutely and in good faith, the Terminal Assets to Williams Energy Ventures, Inc., in accordance with the Purchase and Sale Agreement dated October 29, 1998 between Amoco Oil Company and Williams Energy Ventures, Inc., no later than:

(1) ten (10) days after the date on which the Merger is consummated, or

(2) thirty (30) days after the date on which Respondents sign the agreement containing consent order, whichever is later. Provided, however, that if Respondents have divested the Terminal Assets to Williams Energy Ventures, Inc. prior to the date the order becomes final, and if, at the time the Commission determines to make the order final, the Commission notifies Respondents that Williams Energy Ventures, Inc., is not an acceptable buyer of the Terminal Assets or that the manner in which the divestiture was accomplished is not acceptable, then Respondents shall immediately rescind the transaction with Williams Energy Ventures, Inc., and shall divest the Terminal Assets within six months from the date the Order becomes final, absolutely and in good faith, at no minimum price, to an acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.

B. Pending divestiture of the Terminal Assets, Respondents shall take such actions as are necessary to maintain the viability and marketability of the Terminal Assets and to prevent the destruction, removal, wasting, deterioration or impairment of any of the Terminal Assets except for ordinary wear and tear that does not affect the viability and marketability of the Terminal Assets.

C. Respondents shall comply with all terms of the Purchase and Sale Agreement dated October 29, 1998, between Amoco Oil Company and Williams Energy Ventures, Inc., for the Terminal Assets, and such agreement is incorporated by reference into this order and made a part hereof as Confidential Appendix B. Any failure by Respondents to comply with the requirements of such agreement shall constitute a failure to comply with this order.

D. The purpose of this Paragraph II is to ensure the continuation of the Terminal Assets as ongoing, viable enterprises engaged in the Terminaling of gasoline and other petroleum products, and to remedy the lessening of competition resulting from the Merger in Terminaling markets as alleged in the Commission's complaint.

III.

IT IS FURTHER ORDERED that:

1. Respondents shall divest, at no minimum price, absolutely and in good faith, within six months from the date Respondents execute the agreement containing consent order, the Retail Divestiture Assets.
2. Upon divestiture, Respondents shall cancel all existing dealer leases, dealer loans, building incentive agreements, and related dealer agreements between Respondents and their lessee dealers applicable to the divested Retail Sites.
3. For each Metropolitan Area identified in Paragraphs I.E. and I.I., Respondents shall divest the Retail Divestiture Assets in such Metropolitan Area to a single acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.
4. Pending divestiture of the Retail Divestiture Assets, Respondents shall take such actions as are necessary to maintain the viability and marketability of the assets and to prevent the destruction, removal, wasting, deterioration, or impairment of any of such assets except for ordinary wear and tear. Respondents shall continue at least at their scheduled pace all capital projects involving the assets that were ongoing, planned, or approved as of the date the agreement containing consent order is signed by Respondents, and otherwise shall maintain the Retail Divestiture Assets at least at the same standards and on the same schedule as Respondents have been maintaining them until the date of divestiture. Respondents shall not remove or degrade the brand identification at the Retail Divestiture Assets, until the divestiture of the assets is completed.
5. The purpose of this Paragraph III is to ensure the continued use of these assets in the same business in which they were engaged at the time of the proposed Merger, and to remedy the lessening of competition in the sale of gasoline in each of the Metropolitan Areas identified in Paragraphs I.E. and I.I. resulting from the proposed Merger as alleged in the Commission's complaint.

IV.

IT IS FURTHER ORDERED that:

A. Within ten days from the date this order becomes final, Respondents shall provide written notification to each BP Branded Seller and each Amoco Branded Seller, giving each such person the option to cancel, without penalty, that portion of any Existing Supply Agreement with BP or Amoco that applies to any Terminated Retail Site, upon the following terms and conditions:

1. Such option to cancel may be exercised by delivering written notice to BP or Amoco during the Option Period. Each such written notice shall identify by address each Retail Site within any Branded Seller Metropolitan Area as to which the BP Branded Seller or Amoco Branded Seller intends to exercise such option, and the Option Effective Date for each such Retail Site. The exercise of such option shall become effective on the Option Effective Date.

2. Respondents shall release each BP Branded Seller or Amoco Branded Seller from all debts, loans, Deed Restrictions, obligations or responsibilities, attributable to Terminated Retail Sites, except for amounts owed for fuels actually received and for the unamortized portion of any debt identified in Confidential Appendix C, on the condition that such BP Branded Seller or Amoco Branded Seller notifies Amoco or BP in writing within the Option Period that such BP Branded Seller or Amoco Branded Seller (a) intends to cease purchasing Branded Fuels from Respondents for resale at such Terminated Retail Site, (b) intends to continue to purchase gasoline for resale at such Terminated Retail Site, but (c) will not purchase Branded Fuels for resale as Branded Fuels at such Terminated Retail Site from any person that has a market share of more than 20% in such Branded Seller Metropolitan Area, as measured by the 1998 annual market share estimates published by NPD Group, Inc.

3. For a period of two years from the Option Effective Date, Respondents shall not sell Branded Fuels for resale as Branded Fuels at Terminated Retail Sites. For a period of two years from the date upon which respondents receive the notice specified in Paragraph IV.A.1, Respondents shall not solicit or engage in any discussions or negotiations to sell Branded Fuels to the Amoco Branded Seller or BP Branded Seller for resale as Branded Fuels at any Terminated Retail Site.

B. The purpose of this Paragraph IV is to prevent Respondents from enforcing agreements that may deter or impede existing sellers of BP or Amoco gasoline in Branded Seller Metropolitan Areas from switching wholesale suppliers of fuels for resale at Terminated Retail Sites, and to remedy the lessening of competition resulting from the Merger in gasoline markets as alleged in the Commission's complaint.

V.

IT IS FURTHER ORDERED that:

A. Unless BP Branded Sellers or Amoco Branded Sellers that in 1998 had total yearly sales of at least 40 million gallons of gasoline in the Youngstown, Ohio Metropolitan Area and 14 million gallons of gasoline in the Toledo, Ohio Metropolitan Area cease purchasing Branded Fuels from Respondents by the end of the Option Period or by June 30, 1999, whichever is later, Respondents, within twelve (12) months from the date Respondents execute the agreement containing consent order, shall divest, at no minimum price, absolutely and in good faith, the Ohio Retail Divestiture Assets.

B. Respondents shall divest the Ohio Retail Divestiture Assets in each Ohio Metropolitan Area to a single acquirer that receives the prior approval of the Commission and only in a manner that receives the prior approval of the Commission.

C. Pending divestiture of the Ohio Retail Divestiture Assets, Respondents shall take such actions as are necessary to maintain the viability and marketability of all Retail Assets that might be included as part of the Ohio Retail Divestiture Assets, and to prevent the destruction, removal, wasting, deterioration, or impairment of any of such assets except for ordinary wear and tear. Respondents shall continue at least at their scheduled pace all capital projects involving any Retail Assets that might be included as part of the Ohio Retail Divestiture Assets that were ongoing, planned, or approved as of the date the agreement containing consent order is signed by Respondents, and otherwise shall maintain such assets at least at the same standards and on the same schedule as Respondents have been maintaining them until the date of divestiture. Respondents shall not remove or degrade the brand identification at any Retail Assets that might be included as part of the Ohio Retail Divestiture Assets, until the divestiture of the assets is completed.

D. The purpose of this Paragraph V is to ensure the continued use of these assets in the same business in which they were engaged at the time of the proposed Merger, and to remedy the lessening of competition in the sale of gasoline in Toledo and Youngstown, Ohio, resulting from the proposed Merger as alleged in the Commission's complaint.

VI.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested, absolutely and in good faith, the Terminal Assets pursuant to Paragraph II. of this order, the Retail Divestiture Assets pursuant to Paragraph III. of this order, and the Ohio Retail Divestiture Assets pursuant to Paragraph V. of this order, the Commission may appoint a trustee or trustees to divest the Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets. The trustee shall divest the Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets at no minimum price, to an acquirer that receives the prior approval of the Commission, and in a manner that receives the prior approval of the Commission.

B. In the event that the Commission or the Attorney General brings an action pursuant to § 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute enforced by the Commission, Respondents shall consent to the appointment of a trustee or trustees 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 available, including a court-appointed trustee or trustees, pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by the Respondents to comply with this order.

C. If any trustee is appointed by the Commission or a court pursuant to the terms of this order, Respondents 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 Respondents, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Respondents have not opposed, in writing, including the reasons for opposing, the selection of the proposed trustee, within ten (10) days after notice by the staff of the Commission to Respondents of the identity of the proposed trustee, Respondents 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 Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets.

3. Within ten (10) days after appointment of the trustee, Respondents 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 divest the Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets.

4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph IV.C.3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-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 only two (2) times.

5. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets, or to any other relevant information, as the trustee may request. Respondents shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Respondents shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in the divestiture caused by Respondents shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for 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 Respondents' absolute and unconditional obligation to divest expeditiously at no minimum price. The divestiture shall be made in the manner and to the acquirer or acquirers as set out in Paragraphs II., III., and V. of this order, provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by Respondents from among those approved by the Commission, provided further, however, that Respondents shall select such entity within five (5) days of receiving notification of the Commission's approval.

7. The trustee shall serve, without bond or other security, at the cost and expense of Respondents, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Respondents, 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 divestitures and all expenses incurred. After approval by the Commission 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 the Respondents, 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 divesting the Terminal Assets, the Retail Divestiture Assets, or the Ohio Retail Divestiture Assets.

8. Respondents 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, willful or wanton acts, or bad faith by the trustee.

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 VI.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 divestitures required by this order.

11. Except as otherwise provided in this order, the trustee shall have no obligation or authority to operate or maintain the assets to be divested.

12. The trustee shall report in writing to Respondents and the Commission every sixty (60) days concerning the trustee's efforts to accomplish the divestitures.

VII.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this order becomes final, Respondents shall not, without providing advance written notification to the Commission, directly or indirectly, through subsidiaries, partnerships, joint ventures, or otherwise, acquire :

A. 1. any stock, share capital, equity, partnership, membership or other interest in any concern, corporate or non-corporate, engaged, at the time of such acquisition or within the year preceding such acquisition, in providing Terminaling services and located in any of the counties in Alabama, Florida, Georgia, Mississippi, Ohio, South Carolina or Tennessee, listed on Appendix A hereto, or

2. any assets used or previously used (and still suitable for use) in providing Terminaling services and located in any of the counties in Alabama, Florida, Georgia, Mississippi, Ohio, South Carolina or Tennessee listed on Appendix A hereto, or

B. 1. any stock, share capital, equity, partnership, membership or other interest in any concern, corporate or non-corporate, engaged, at the time of such acquisition or within the year preceding such acquisition, in the sale of gasoline in any Branded Seller Metropolitan Area, or

2. any assets used or previously used (and still suitable for use) in the sale of gasoline in any Branded Seller Metropolitan Area for which the aggregate purchase price exceeds $10 million.

Said notification 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 Respondents and not of any other party to the transaction. Respondents shall provide the Notification to the Commission at least thirty (30) days prior to consummating the 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 or documentary material (within the meaning of 16 C.F.R. § 803.20), Respondents shall not consummate the transaction until twenty (20) days after submitting such additional information or documentary material. Early termination of the waiting periods 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 required 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.

VIII.

IT IS FURTHER ORDERED THAT:

A. Within thirty (30) days from the date this order becomes final and every thirty (30) days thereafter until Respondents have fully complied with the provisions of Paragraphs II, III, IV and V of this order, Respondents shall submit to the Commission a verified written report setting forth in detail the manner and form in which they intend to comply, are complying, and have complied with Paragraphs II, III, IV and V of this order. Respondents shall include in their 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, III, IV and V of this order, including a description of all substantive contacts or negotiations for the divestitures and the identity of all parties contacted. Respondents shall include in their compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestitures.

B. 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 other times as the Commission may require, Respondents shall file a verified written report with the Commission setting forth in detail the manner and form in which they have complied and are complying with each provision of this order.

IX.

IT IS FURTHER ORDERED that:

A. Respondents shall notify the 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 a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of the order.

B. Upon consummation of the Merger, Respondents shall cause the merged entity to be bound by the terms of this order.

X.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this order, upon written request, 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, ledgers, 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 days' notice to Respondents and without restraint or interference from it, to interview officers, directors, or employees of Respondents.

By the Commission.
Donald S. Clark
Secretary
SEAL:

ISSUED: April 19, 1999