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EXHIBIT A

UNITED STATES DISTRICT COURT
FOR THE
DISTRICT OF NEW JERSEY
 
FILED
MAY 24 1966
AT 4:00 PM
MICHAEL KELLER, JR.
CLERK




UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

STANDARD OIL COMPANY (NEW JERSEY)   
and POTASH COMPANY OF AMERICA,

                  Defendants.


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CIVIL ACTION NO. 954-64

FINAL JUDGMENT

The United States of America having filed its complaint on October 21, 1964, the defendants having filed their answers and having appeared by their attorneys and a trial of this action having been concluded, and, after due consideration of the evidence and the arguments of counsel, this Court having a March 31, 1966; filed its opinion and having adopted said opinion as its findings of fact and conclusion of law.

IT IS HEREBY ORDERED, ADJUDGED AND DECREED as follows:

I

This Court has jurisdiction of the subject matter of this action and the parties hereto pursuant to Section 15 of the Act of Congress of October 15, 1914, as amended, 15 U.S.C. §25;

II

As used in this Final Judgment:

(a) "Jersey" means the defendant Standard Oil Company (New Jersey), a New Jersey corporation and its subsidiaries, affiliation or divisions, or any of them. For purposes of this decree Standard Oil Company (new Jersey) and its subsidiaries, affiliations or divisions, shall be deemed to be one person.

(b) "PCA" means the defendants Potash Company of America, a Colorado corporation and its subsidiaries, affiliates of divisions, or any of them.

(c) "Delaware" means Potash Company of America, a Delaware corporation organization and wholly-owned by Jersey.

(d) "Person" means any individual, partnership, corporation or association or any other legal or business entity.

III

The transfer by the defendants PCA of its entire assets to the defendants Jersey pursuant to the terms of an agreement dated September 16, 1964 between Jersey, PCA and Delaware captioned "AGREEMENT AND PLAN OF REORGANIZATION" or any amendments or revisions thereof will be in violation of Section 7 of the Clayton Act, 15 U.S.C. §18.

IV

Jersey and all person acting in its behalf are hereby enjoined from taking any actions directory or indirectly, to purchase or acquire the stock, assets, properties or businesses of PCA, or from merging and consolidating such assets, properties, or businesses, or acquiring any financial or other interest in PCA, except that nothing herein shall preclude Jersey from purchasing or acquiring goods, wares and merchandise in connection with a bona fide purchase or sale in the regular course of business from PCA.

V.

Jersey is enjoined and restrained, for a period of 12 years from the date of entry of this restrained, for a period of 12 years from the date of entry of this Final Judgment, from, directly or indirectly:

  1. acquiring any stock or other share capital or control of any corporation engaged in commerce in the United States which Jersey knows or should know either owns or his rights in potash deposits or mines, or produces potash, or
  2. acquiring from any such corporation any
    1. potash producing or extractive equipment or installation or
    2. assets being used or business being done in the producing of potash,

without the consent of the plaintiff, until 90 days after the receipt by the Department of Justice of written notice from Jersey containing the complete details of any such proposed transaction; except that nothing herein shall prevent Jersey from acquiring without such consent or notice

  1. licenses with respect to technical data, patents or know-how relating to the production of potash, or
  2. exploration or mining permits or mineral rights, or any interest in real property not being used in the production of potash.

VI

The defendants Jersey and PCA shall pay the costs of this section.

VII.

Jurisdiction of retained for the purpose of enabling any of the parties to this Final Judgment to apply to the Court at any time for further orders or directions as may be necessary or appropriate for the construction or carrying out of this Final Judgment, for the notification or any of the provisions thereof, and for the enforcement of compliance therewith and the punishment of violations thereof.

Dated this 24 day of May, 1966.


Approved as to form:

_______________/s/________________
Attorney for Plaintiff

DAVID M. SATZ, JR.

_______________/s/________________
United States Attorney

By: Matthew J. Seta

_______________/s/________________
United States District Judge

STRYKER, TAMS & DILL

By: _____________/s/______________
Attorneys for Defendants
Standard Oil Company (new Jersey)
Potash Company of America