051 0115

UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Deborah Platt Majoras, Chairman

Thomas B. Leary

Pamela Jones Harbour

Jon Leibowitz

)

In the Matter of )

)

THE PROCTER & GAMBLE COMPANY, )

a corporation; )

) Docket No. C-4151 

and )

)

THE GILLETTE COMPANY, )

a corporation. )

)

)

ORDER TO MAINTAIN ASSETS 

The Federal Trade Commission ("Commission"), having initiated an investigation of the

proposed acquisition by Respondent The Procter & Gamble Company ("P&G") of Respondent

The Gillette Company ("Gillette"), hereinafter referred to as “Respondents,” and Respondents

having been furnished thereafter with a copy of a draft Complaint that the Bureau of Competition

proposed to present to the Commission for its consideration and that, if issued by the

Commission, would charge Respondents with violations of Section 7 of the Clayton Act, as

amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15

U.S.C. § 45; and 

Respondents, their attorneys, and counsel for the Commission having thereafter executed

an Agreement Containing Consent Orders ("Consent Agreement"), containing an admission by

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a

statement that the signing of said Consent 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, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true,

and waivers and other provisions as required by the Commission’s Rules; and

The Commission having thereafter considered the matter and having determined to accept

the executed Consent Agreement and to place such Consent Agreement on the public record for a
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period of thirty (30) days for the receipt and consideration of public comments, now in further

conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the

Commission hereby issues its Complaint, makes the following jurisdictional findings and issues

this Order to Maintain Assets:

1. Respondent P&G is a corporation organized, existing and doing business under

and by virtue of the laws of the state of Ohio, with its offices and principal place

of business located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202.

2. Respondent Gillette is a corporation organized, existing and doing business under

and by virtue of the laws of the state of Delaware, with its offices and principal

place of business located Prudential Tower, Boston, Massachusetts 02199.

3. The Commission has jurisdiction of the subject matter of this proceeding and of

Respondents, and the proceeding is in the public interest.

ORDER

I.

IT IS ORDERED that, as used in this Order to Maintain Assets, the following

definitions and the definitions used in the Consent Agreement and the proposed Decision and

Order (and when made final, the Decision and Order), which are attached hereto as Appendix A

and incorporated herein by reference and made a part of hereof, shall apply:

A. "P&G" means The Procter & Gamble Company, its directors, officers, employees, agents,

representatives, predecessors, successors, and assigns; and its joint ventures, subsidiaries,

divisions, groups and affiliates in each case controlled by P&G, and the respective directors,

officers, employees, agents, representatives, predecessors, successors, and assigns of each. 

After the Acquisition P&G, shall include Gillette.

B. "Gillette" means The Gillette Company, its directors, officers, employees, agents,

representatives, predecessors, successors, and assigns; and its joint ventures, subsidiaries,

divisions, groups and affiliates in each case controlled by Gillette, and the respective

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

of each.

C. “Respondents” means P&G and Gillette, individually and collectively.

D. "Acquisition" means the acquisition contemplated by the “Agreement and Plan of Merger”

dated as of January 27, 2005, among The Proctor & Gamble Company, Aquarium

Acquisition Corp. and The Gillette Company.
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E. "Acquisition Date" means the earlier of the following dates:

1. the date the Respondents close on the Acquisition pursuant to the Acquisition

Agreement; or

2. the date the merger contemplated by the Acquisition Agreement becomes effective by

filing the certificate of merger with the Secretary of State of the State of Delaware.

F. “Commission” means the Federal Trade Commission.

G. “Closing Date” means as to each Divestiture Product the date on which Respondent (or a

Divestiture Trustee) closes on the divestiture of the assets relevant to such Divestiture

Product pursuant to the Decision and Order.

H. “Commission-approved Acquirer” means the following: (1) an entity that is specifically

identified in the Decision and Order to acquire particular assets that the Respondents are

required to assign, grant, license, divest, transfer, deliver, or otherwise convey pursuant to

the Decision and Order and that has been approved by the Commission to accomplish the

requirements of the Decision and Order in connection with the Commission’s determination

to make the Decision and Order final; or (2) an entity approved by the Commission to

acquire particular assets that the Respondents are required to assign, grant, license, divest,

transfer, deliver, or otherwise convey pursuant to the Decision and Order.

I. “Confidential Business Information” means all information owned by, or in the possession

or control of, Respondents that is not in the public domain and that is related to the research,

Development, manufacture, marketing, commercialization, importation, exportation, cost,

pricing, supply, sales, sales support or use of the Divestiture Product(s) or the IntelliClean

Products, respectively; provided however, that “Confidential Business Information” shall

not include, the following:

1. information that subsequently falls with the public domain through no violation of this

Order or breach of confidentiality or non-disclosure agreement with respect to such

information by Respondents;

2. information related to the SpinBrush Products that Respondent Gillette can demonstrate

it obtained without the assistance of Respondent P&G prior to the Acquisition;

3. information related to the Rembrandt Products that Respondent P&G can demonstrate it

obtained without the assistance of Respondent Gillette prior to the Acquisition;

4. information related to the APDO Products that Respondent P&G can demonstrate it

obtained without the assistance of Respondent Gillette prior to the Acquisition;
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5. information related to the IntelliClean Products that Respondent Gillette can demonstrate

it obtained without the assistance of Respondent P&G prior to the Acquisition;

6. information that is required by Law to be publically disclosed;

7. information that does not relate to the Divestiture Product(s) or the IntelliClean

Products.

J. “Divestiture Assets” means the APDO Assets, the Rembrandt Assets and the SpinBrush

Assets, individually and collectively, as defined in the Decision and Order.

K. “Divestiture Product” means a Product that is the subject of a divestiture under this Order,

i.e., the APDO Products, the Rembrandt Products, or the SpinBrush Products; provided,

however, that, for the purposes of this Order to Maintain Assets, the APDO Products shall

be deemed to include all Products Developed, in Development, manufactured, distributed,

marketed or sold by Respondent Gillette prior to the Acquisition that were marketed or sold

or to be marketed or sold as Products using any of the Product Trademarks Soft&Dri® and

Dry Idea® or any variations or derivatives of such Product Trademarks

L. “Acquisition Date”means the date on which the Acquisition occurs.

M. “Divestiture Core Employees” means the APDO Core Employees, the Rembrandt Core

Employees, Rembrandt Key Employees, and the Spinbrush Core Employees, individually

and collectively, as defined in the Decision and Order.

N. “Interim Monitor” means any monitor appointed pursuant to Paragraph III of this Order to

Maintain Assets or Paragraph VI of the Decision and Order .

O. “Orders” means the Decision and Order and this Order to Maintain Assets.

P. “Pre-Acquisition Marketing Plan” means any marketing or brand plan that was planned or

implemented within the period immediately prior to the Acquisition and without

consideration of the affects of the pending Acquisition for a Product(s) subject to divestiture

under the attached Decision and Order. 

Q. “Remedial Agreement” means the following: (1) any agreement between Respondent(s) and

a Commission-approved Acquirer that is specifically referenced and attached to the Decision

and Order and all amendments, exhibits, attachments, agreements, and schedules thereto,

related to the relevant assets to be assigned, granted, licensed, divested, transferred,

delivered, or otherwise conveyed, and that have been approved by the Commission to

accomplish the requirements of the Decision and Order in connection with the

Commission’s determination to make the Decision and Order final; and/or (2) any

agreement between the Respondent(s) and a Commission-approved Acquirer (or between a
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Divestiture Trustee and a Commission-approved Acquirer) that has been approved by the

Commission to accomplish the requirements of the Decision and Order, and all

amendments, exhibits, attachments, agreements, and schedules thereto, related to the

relevant assets to be assigned, granted, licensed, divested, transferred, delivered, or

otherwise conveyed that have been approved by the Commission to accomplish the

requirements of the Decision and Order. 

II.

IT IS FURTHER ORDERED that from the date this Order to Maintain Assets becomes

final:

A. Respondents shall take such actions as are necessary to maintain the full economic viability,

marketability and competitiveness of the business associated with the Divestiture Assets, to

minimize any risk of loss of competitive potential for the business associated with the

Divestiture Assets, and to prevent the destruction, removal, wasting, deterioration, or

impairment of any of the Divestiture Assets except for ordinary wear and tear. Respondents

shall not sell, transfer, encumber or otherwise impair the full economic viability,

marketability or competitiveness of the Divestiture Assets.

B. Respondents shall maintain the operations of the Divestiture Assets in the regular and

ordinary course of business and in accordance with past practice (including regular repair

and maintenance of the Divestiture Assets) and/or as may be necessary to preserve the

marketability, viability, and competitiveness of each of the Products associated with the

Divestiture Assets and shall use their best efforts to preserve the existing relationships with,

the following: suppliers; vendors including, but not limited to, the High Volume Retail

Account; distributors; customers; Agencies; employees; and, others having business

relations with the Divestiture Assets. Respondents’ responsibilities shall include, but are not

limited to, the following:

1. providing the Divestiture Assets with sufficient working capital to operate the

Divestiture Assets at least at current rates of operation, to meet all capital calls with

respect to the Divestiture Assets and to carry on, at least at their scheduled pace, all

capital projects, business plans and promotional activities for the Divestiture

Assets(including, but not limited to, such capital related to the slotting and/or shelf

spacing assignments of the Divestiture Product with the High Volume Retail Accounts); 

2. continuing, at least at their scheduled pace, any additional expenditures for the

Divestiture Assets authorized prior to the date the Consent Agreement was signed by

Respondents including, but not limited to, all research, Development, and marketing

expenditures (including, but not limited to, expenditures related to the relaunch of the

Spinbrush Products);
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3. provide such resources as may be necessary to respond to competition against the

Products associated with the Divestiture Assets and/or to prevent any diminution in retail

sales of such Products during and after the Acquisition process and prior to divestiture;

4. provide such resources as may be necessary to maintain the competitive strength and

positioning of the Products associated with the Divestiture Assets at the High Volume

Retail Accounts;

5. making available for use by the Divestiture Assets funds sufficient to perform all routine

maintenance and all other maintenance as may be necessary to, and all replacements of,

the Divestiture Assets;

6. providing the Divestiture Assets with such funds as are necessary to maintain the full

economic viability, marketability and competitiveness of the Divestiture Assets; and

7. providing such support services to the Divestiture Assets as were being provided to these

businesses by Respondents as of the date the Consent Agreement was signed by

Respondents.

C. Respondents shall maintain a work force at least as equivalent in size, training, and expertise

to what has been associated with the Divestiture Assets for the relevant Product’s most

recent Pre-Acquisition Marketing Plan.

D. Until the Closing Date for each respective set of Divestiture Assets, Respondents provide all

the related Divestiture Core Employees with reasonable financial incentives to continue in

their positions and to market and promote the relevant Products subject to such divestiture

consistent with past practices and/or as may be necessary to preserve the marketability,

viability and competitiveness of such Products pending divestiture and to ensure successful

execution of the Pre-Acquisition Marketing Plans related to the relevant Products. Such

incentives shall include a continuation of all employee benefits offered by Respondents until

the Closing Date for the divestiture of the respective Divestiture Assets has occurred,

including regularly scheduled raises, bonuses, vesting of pension benefits (as permitted by

Law), and additional incentives as may be necessary to prevent any diminution of the

relevant Product’s competitiveness.

E. Respondents shall:

1. during the Spinbrush Access Period, not interfere with the hiring or employing by the

Commission-approved Acquirer of Spinbrush Core Employees, and shall remove any

impediments within the control of Respondents that may deter these employees from

accepting employment with the Commission-approved Acquirer, including, but not

limited to, any noncompete provisions of employment or other contracts with

Respondents that would affect the ability or incentive of those individuals to be
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employed by the Commission-approved Acquirer. In addition, Respondents shall not

make any counteroffer to an Spinbrush Core Employee who receives a written offer of

employment from the Commission-approved Acquirer; 

provided, however, that this Paragraph II.E.1 shall not prohibit the Respondents from

making offers of employment to or employing any Spinbrush Core Employee during the

Spinbrush Access Period where the Commission-approved Acquirer has notified the

Respondents in writing that the Commission-approved Acquirer does not intend to make

an offer of employment to that employee;

provided further that, if the Respondents notify the Commission-approved Acquirer in 

writing of their desire to make an offer of employment to a particular Spinbrush Core

Employee and the Commission-approved Acquirer does not make an offer of

employment to that employee within twenty (20) Days of the date the Commissionapproved Acquirer receives such notice, the Respondents may make an offer of

employment to that employee.

F. Pending divestiture of the relevant Divestiture Assets, Respondents shall:

1. shall not provide, disclose or otherwise make available, directly or indirectly, any

Confidential Business Information related to the marketing or sales of the APDO Assets

to the employees associated with business related to the antiperspirant and/or deodorant

Products marketed and sold by Respondent P&G prior to the Acquisition (including, but

not limited to, such employees with work responsibilities related to the Old Spice®

trademark and any variations or derivatives of such trademark);

2. shall not provide, disclose or otherwise make available, directly or indirectly, any

Confidential Business Information related to the marketing or sales of the Rembrandt

Assets to the employees associated with business related to the teeth whitening Products

marketed and sold by Respondent P&G prior to the Acquisition (including, but not

limited to, those employees with work responsibilities related to the Crest® trademark

and any variations or derivatives of such trademark);

3. shall not provide, disclose or otherwise make available, directly or indirectly, any

Confidential Business Information related to the marketing or sales of the Spinbrush

Assets to the employees associated with business related to the non-rechargeable battery

operated toothbrush Products marketed and sold by Respondent Gillette prior to the

Acquisition (including, but not limited to, those employees with work responsibilities

related to the Oral-B® trademark and any variations or derivatives of such trademark);
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4. shall institute procedures and requirements to ensure that employees identified above

a. do not provide, disclose or otherwise make available, directly or indirectly, any 

Confidential Business Information in contravention of this Order to Maintain

Assets; and

b. do not solicit, access or use any Confidential Business Information that they are

prohibited under this Order to Maintain Assets from receiving for any reason or

purpose;

G. Not later than thirty (30) days following the Acquisition Date, Respondents shall provide to

all of Respondents’ employees and other personnel who may have access to Confidential

Business Information related to each of the respective Divestiture Assets written or

electronic notification of the restrictions on the use of such information by Respondents’

personnel. At the same time, if not provided earlier, Respondents shall provide a copy of

such notification by e-mail with return receipt requested or similar transmission, and keep an

electronic file of such receipts for one (1) year after the Closing Date. Respondents shall

provide a copy of the form of such notification to the Commission-approved Acquirer, the

Interim Monitor(s), and the Commission. Respondents shall also obtain from each

employee covered by this Paragraph II.H. an agreement to abide by the applicable

restrictions. Respondents shall maintain complete records of all such agreements at

Respondents’ corporate headquarters and shall provide an officer’s certification to the

Commission stating that such acknowledgment program has been implemented and is being

complied with. Respondents shall monitor the implementation by their employees and other

personnel of all applicable restrictions, and take corrective actions for the failure of such

employees and personnel to comply with such restrictions or to furnish the written

agreements and acknowledgments required by this Order to Maintain Assets. Respondents

shall provide the Commission-approved Acquirer with copies of all certifications,

notifications and reminders sent to Respondents’ employees and other personnel.

H. Respondents shall adhere to and abide by the Remedial Agreements (which agreements shall

not vary or contradict, or be construed to vary or contradict, the terms of the Orders, it being

understood that nothing in the Orders shall be construed to reduce any obligations of

Respondents under such agreement(s)), which are incorporated by reference into this Order

to Maintain Assets and made a part hereof.

I. The purpose of this Order to Maintain Assets is to maintain the full economic viability,

marketability and competitiveness of the business(es) associated with the Divestiture Assets,

to minimize any risk of loss of competitive potential for the business associated with the

Divestiture Assets, and to prevent the destruction, removal, wasting, deterioration, or

impairment of any of the Divestiture Assets except for ordinary wear and tear.
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III.

IT IS FURTHER ORDERED that:

A. At any time after Respondents sign the Consent Agreement in this matter, the Commission

may appoint an Interim Monitor to assure that Respondents expeditiously comply with all of

their obligations and perform all of their responsibilities as required by the Orders and the

Remedial Agreements. The Commission may appoint one or more Interim Monitors to

assure Respondents’ compliance with the requirements of the Orders, and the related

Remedial Agreements.

B. The Commission shall select the Interim Monitor, subject to the consent of Respondents,

which consent shall not be unreasonably withheld. If Respondent P&G has not opposed, in

writing, including the reasons for opposing, the selection of a proposed Interim Monitor

within ten (10) Days after notice by the staff of the Commission to Respondents of the

identity of any proposed Interim Monitor, Respondents shall be deemed to have consented to

the selection of the proposed Interim Monitor.

C. Not later than ten (10) Days after the appointment of the Interim Monitor, Respondents shall

execute an agreement that, subject to the prior approval of the Commission, confers on the

Interim Monitor all the rights and powers necessary to permit the Interim Monitor to monitor

Respondents’ compliance with the relevant requirements of the Orders in a manner

consistent with the purposes of the Orders.

D. If one or more Interim Monitors are appointed pursuant to this Paragraph or pursuant to the

relevant provisions of the Decision and Order in this matter, Respondents shall consent to

the following terms and conditions regarding the powers, duties, authorities, and

responsibilities of each Interim Monitor:

1. The Interim Monitor shall have the power and authority to monitor Respondents’

compliance with the divestiture and asset maintenance obligations and related

requirements of the Orders, and shall exercise such power and authority and carry out the

duties and responsibilities of the Interim Monitor in a manner consistent with the

purposes of the Orders and in consultation with the Commission;

2. The Interim Monitor shall act in a fiduciary capacity for the benefit of the Commission;

3. The Interim Monitor shall serve until the later of:

a. the completion by Respondents of the divestiture of all relevant assets required to be

assigned, granted, licensed, divested, transferred, delivered, or otherwise conveyed

pursuant to this Order to Maintain Assets in a manner that fully satisfies the
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requirements of this Order to Maintain Assets and notification by the Commissionapproved Acquirer to the Interim Monitor that it is fully capable of producing the

relevant Product(s) acquired pursuant to a Remedial Agreement independently of

Respondents; and fulfillment of the Respondents obligations under the Decision and

Order with respect to the IntelliClean Products; or

b. the completion by Respondents of the last obligation under the Order pertaining to

the Interim Monitor’s service;

provided, however, that the Commission may extend or modify this period as may be

necessary or appropriate to accomplish the purposes of this Order to Maintain Assets.

E. Subject to any demonstrated legally recognized privilege, the Interim Monitor shall have full

and complete access to Respondents’ personnel, books, documents, records kept in the

normal course of business, facilities and technical information, and such other relevant

information as the Interim Monitor may reasonably request, related to Respondents’

compliance with their obligations under the Orders, including, but not limited to, their

obligations related to the relevant assets. Respondents shall cooperate with any reasonable

request of the Interim Monitor and shall take no action to interfere with or impede the

Interim Monitor's ability to monitor Respondents’ compliance with the Orders.

F. The Interim Monitor shall serve, without bond or other security, at the expense of

Respondents on such reasonable and customary terms and conditions as the Commission

may set. The Interim Monitor shall have authority to employ, at the expense of the

Respondents, such consultants, accountants, attorneys and other representatives and

assistants as are reasonably necessary to carry out the Interim Monitor’s duties and

responsibilities.

G. Respondents shall indemnify the Interim Monitor and hold the Interim Monitor harmless

against any losses, claims, damages, liabilities, or expenses arising out of, or in connection

with, the performance of the Interim Monitor’s duties, including all reasonable fees of

counsel and other reasonable expenses incurred in connection with the preparations for, or

defense of, any claim, whether or not resulting in any liability, except to the extent that such

losses, claims, damages, liabilities, or expenses result from misfeasance, gross negligence,

willful or wanton acts, or bad faith by the Interim Monitor.

H. Respondents shall report to the Interim Monitor in accordance with the requirements of this

Order to Maintain Assets and/or as otherwise provided in any agreement approved by the

Commission. The Interim Monitor shall evaluate the reports submitted to the Interim

Monitor by Respondents, and any reports submitted by the Commission-approved Acquirer

with respect to the performance of Respondents’ obligations under the Orders or the

Remedial Agreement. Within one (1) month from the date the Interim Monitor receives

these reports, the Interim Monitor shall report in writing to the Commission concerning
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performance by Respondents of their obligations under the Orders. 

I. Respondents may require the Interim Monitor and each of the Interim Monitor’s consultants,

accountants, attorneys and other representatives and assistants to sign a customary

confidentiality agreement; 

provided, however, that such agreement shall not restrict the Interim Monitor from

providing any information to the Commission.

J. The Commission may, among other things, require the Interim Monitor and each of the

Interim Monitor’s consultants, accountants, attorneys and other representatives and

assistants to sign an appropriate confidentiality agreement related to Commission materials

and information received in connection with the performance of the Interim Monitor’s

duties.

K. If the Commission determines that the Interim Monitor has ceased to act or failed to act

diligently, the Commission may appoint a substitute Interim Monitor in the same manner as

provided in this Paragraph or the relevant provisions of the Decision and Order in this

matter.

L. The Commission may on its own initiative, or at the request of the Interim Monitor, issue

such additional orders or directions as may be necessary or appropriate to assure compliance

with the requirements of the Orders.

M. The Interim Monitor appointed pursuant to this Order to Maintain Assets or the relevant

provisions of the Decision and Order in this matter may be the same person appointed as a

Divestiture Trustee pursuant to the relevant provisions of the Decision and Order.

IV.

IT IS FURTHER ORDERED that within thirty (30) Days after the date this Order to

Maintain Assets becomes final, and every thirty (30) Days thereafter until Respondents have fully

complied with their obligations to assign, grant, license, divest, transfer, deliver or otherwise

convey relevant assets as required by Paragraph II.A., III.A, IV.A. and V.A. of the related

Decision and Order in this matter, Respondents shall submit to the Commission a verified

written report setting forth in detail the manner and form in which it intends to comply, is

complying, and has complied with this Order to Maintain Assets and the related Decision and

Order; provided, however, that, after the Decision and Order in this matter becomes final, the

reports due under this Order to Maintain Assets may be consolidated with, and submitted to the

Commission at the same time as, the reports required to be submitted by Respondents pursuant to

Paragraph VIII of the Decision and Order.
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V.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least

thirty (30) Days prior to any proposed (1) dissolution of the Respondents, (2) acquisition, merger

or consolidation of Respondents, or (3) any other change in the Respondents that may affect

compliance obligations arising out of the order, including, but not limited to, assignment, the

creation or dissolution of subsidiaries, or any other change in Respondents.

VI.

IT IS FURTHER ORDERED that, for the purposes of determining or securing

compliance with this Order to Maintain Assets, and subject to any legally recognized privilege,

and upon written request with reasonable notice to Respondents made to their principal United

States Office, Respondents shall permit any duly authorized representatives of the Commission:

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

and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda and

all other records and documents in the possession or under the control of Respondents

relating to compliance with this Order to Maintain Assets; and

B. Upon five (5) Days notice to Respondents and without restraint or interference from

Respondents, to interview officers, directors, or employees of Respondents, who may have

counsel present, regarding such matters.

VII.

IT IS FURTHER ORDERED that this Order to Maintain Assets shall terminate on the

earlier of:

A. Three (3) Days after the Commission withdraws its acceptance of the Consent Agreement

pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or
B. The day after the divestiture of all of the Divestiture Assets, as required by and described in

the Decision and Order, has been completed and each Interim Monitor, in consultation with

Commission staff and the Commission-approved Acquirer(s), notifies the Commission that

all related assignments, conveyances, deliveries, grants, licenses, transactions, transfers and

other transitions are complete, or the Commission otherwise directs that this Order to

Maintain Assets is terminated.

By the Commission, Chairman Majoras and Commissioner Harbour recused.

Donald S. Clark

Secretary

SEAL

ISSUED: September 29, 2005
PUBLIC

APPENDIX A

TO THE ORDER TO MAINTAIN ASSETS

AGREEMENT CONTAINING CONSENT ORDER 

AND 

PROPOSED DECISION AND ORDER