RSR Corporation

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Inn THE MATTER OF RSR CORPORATION MODIFYING ORDER IN REGARD TO ALLEGED VIOLATION OF SEC. 7 OF THE CLAYTON ACT Docket 8959. Order, Dec. 2, 1976—Modifying Order, Nov. 13, 1981 This order reopens the proceeding and modifies the Commission’s order issued on December 2, 1976 (42 F.R. 4; 88 F.T.C. 800),.so as to relieve respondent of the obligation of divesting the lead recycling plants specified in the original order, since no purchaser(s) could be found. Among other things, the modified order requires respondent to timely divest or auction at no minimum price_all the assets and properties (with certain specified exceptions) constituting the lead recycling plants in Dallas, Texas and Seattle, Washington; and offer to license all of its patented sulphur removal and battery recycling process to a qualified purchaser(s).

ORDER MODIFYING ORDER TO DIVEST AND TO CEASE AND DESIST On April 17, 1981, respondent RSR Corporation filed a ‘Petition for Relief From Divestiture Order,” seeking to be relieved of its obligation to divest Quemetco, Inc. on the ground that it has been unable to find an acquirer for Quemetco’s lead recycling plants at any price. Based upon respondent’s petition, supplemental information submitted by respondent, and other information available to it, the Commission has determined that it is in the public interest to reopen and modify the order in this case. The Commission also has considered a draft agreement between its staff and respondent concerning modification of the order and has determined that the agreed-to modification is in the public interest. Accordingly, It is ordered, That the proceeding be, and it hereby is, reopened. _ It is further ordered, That Paragraphs I, II and VII of the Final Order to divest and to cease and desist issued by the Commission on December 2, 1976 be, and they hereby are, modified to read as follows:

I.

It is ordered, That Respondent, RSR Corporation (hereinafter “RSR”), a corporation, and its officers, directors, agents, representatives, employees, subsidiaries, affiliates, successors and assigns, shall divest all assets, title, properties, interest, rights and privileges, of whatever nature, tangible and intangible, including without limitation all buildings, machinery, equipment, customer lists, and other away Vuaee 872 Modifying Order property of whatever description that comprise the lead recycling plants owned by RSR subsidiaries in Dallas, Texas and Seattle, Washington, except as listed in Appendix A hereto. The plants may be divested either as a unit or separately. In the event that divestiture is not accomplished by other means, RSR must auction the plants, at no minimum price, to an acquirer or acquirers who represent that the plants will be used as lead recycling plants. The divestiture required by this Paragraph shall be absolute, shall be accomplished no later than one (1) year from the date when this modified order shall become final, and shall be subject to the prior approval of the Federal Trade Commission. II.

It is further ordered, That such divestiture shall be accomplished absolutely and in good faith to an acquirer or acquirers approved in advance by the Federal Trade Commission so as to transfer the plants as operable and viable plants engaged in the production of recycled bulk lead, lead alloys and lead products. RSR shall grant to the acquirer or acquirers of the plants ordered to be divested under this order, at the option of such acquirer or acquirers, a nonexclusive license, subject to a reasonable royalty not to exceed 2%, to all of RSR’s patented sulphur removal and battery recycling processes; provided, however, that in the event the acquirer of either of the plants to be divested is a battery manufacturer RSR shall only be required to grant such patent licenses to such an acquirer for use at the acquired plant; and further provided that RSR is not required to grant such licenses to an acquirer that is a primary lead producer. VI.

It is further ordered, That within thirty (30) days from the effective date of this modified order and every sixty (60) days thereafter until it has fully complied with Paragraph I of this modified order, RSR shall submit a verified report in writing to the Federal Trade Commission setting forth in detail the manner and form in which it intends to comply, is complying or has complied therewith. All such reports shall include, in addition to such other information and documentation as may hereafter be requested, (a) a specification of the steps taken by RSR to make public its desire to divest the Dallas, Texas and Seattle, Washington plants, (b) a list of all persons or organizations to whom notice of divestiture has been given, (c) a summary of all discussions and negotiations together with the identity and address of all interested persons or organizations, and Modifying Order . 98 ETC.

(d) copies of all reports, internal memoranda, offers, counter-offers, communications and correspondence concerning said divestiture. APPENDIX A ASSETS NOT REQUIRED TO BE DIVESTED 1. Allassets and liabilities related to Bestolife Corporation. 2. Undeveloped land near the 26 acres of the Dallas, Texas plant property.

3. Inventory, including obligations by RSR or its subsidiaries to return such inventory under tolling contracts, and also including raw materials, work in process and finished goods. 4. Accounts receivable.

5. Accounts payable.

6. Cash.

7. Books and records, other than books and records relating to production.

BIB : neg os Intérlocutory Order