3236 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

H. Ferguson, Liberty, Missouri, to

acquire 2.94 percent; Russell J. Bysel,

Prairie Village, Kansas, to acquire 5.87

percent; Richard L. Bond, Overland

Park, Kansas, to acquire 4.41 percent;

Carl Edward Bradley, Lake Waukomis,

Missouri, to acquire .73 percent;

Gregory R. Walton, Leawood, Kansas, to

acquire 3.67 percent; Angela L.

Mitchell, Overland Park, Kansas, to

acquire 1.47 percent; James D.

Robertson, Liberty, Missouri, to acquire

2.94 percent; and W. Jackson Letts,

Mission Hills, Kansas, to acquire 1.47

percent, of the voting shares of Guaranty

Bancshares Corporation, Kansas City,

Missouri, and thereby indirectly acquire

Guaranty Bank and Trust, Kansas City,

Kansas.

2. Bill Taylor, Lansing, Kansas; to

acquire an additional 1.13 percent, for a

total of 11.12 percent of the voting

shares of Lansing Financial Corporation,

Lansing, Kansas, and thereby indirectly

acquire First State Bank of Lansing,

Lansing, Kansas.

Board of Governors of the Federal Reserve

System, January 9, 1995.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 95–902 Filed 1–12–95; 8:45 am]

BILLING CODE 6210–01–F

The Royal Bank of Canada; Notice of

Application to Engage de novo in

Permissible Nonbanking Activities

The company listed in this notice has

filed an application under § 225.23(a)(1)

of the Board’s Regulation Y (12 CFR

225.23(a)(1)) for the Board’s approval

under section 4(c)(8) of the Bank

Holding Company Act (12 U.S.C.

1843(c)(8)) and § 225.21(a) of Regulation

Y (12 CFR 225.21(a)) to commence or to

engage de novo, either directly or

through a subsidiary, in a nonbanking

activity that is listed in § 225.25 of

Regulation Y as closely related to

banking and permissible for bank

holding companies. Unless otherwise

noted, such activities will be conducted

throughout the United States.

The application is available for

immediate inspection at the Federal

Reserve Bank indicated. Once the

application has been accepted for

processing, it will also be available for

inspection at the offices of the Board of

Governors. Interested persons may

express their views in writing on the

question whether consummation of the

proposal can ‘‘reasonably be expected to

produce benefits to the public, such as

greater convenience, increased

competition, or gains in efficiency, that

outweigh possible adverse effects, such

as undue concentration of resources,

decreased or unfair competition,

conflicts of interests, or unsound

banking practices.’’ Any request for a

hearing on this question must be

accompanied by a statement of the

reasons a written presentation would

not suffice in lieu of a hearing,

identifying specifically any questions of

fact that are in dispute, summarizing the

evidence that would be presented at a

hearing, and indicating how the party

commenting would be aggrieved by

approval of the proposal.

Comments regarding the application

must be received at the Reserve Bank

indicated or the offices of the Board of

Governors not later than January 27,

1995.

A. Federal Reserve Bank of New

York (William L. Rutledge, Senior Vice

President) 33 Liberty Street, New York,

New York 10045:

1. The Royal Bank of Canada,

Montreal, Quebec, Canada; to engage de

novo through its subsidiary BFA

Receivables Acquisition Corp.,

Wilmington, Delaware, in acquiring,

making and servicing receivables, loans

or other extensions of credit for BFA’s

account or the account of others,

pursuant to § 225.25(b)(1) of the Board’s

Regulation Y.

Board of Governors of the Federal Reserve

System, January 9, 1995.

Jennifer J. Johnson,

Deputy Secretary of the Board.

[FR Doc. 95–903 Filed 1–12–95; 8:45 am]

BILLING CODE 6210–1–

FEDERAL TRADE COMMISSION

[File No. 951–0013]

Reckitt & Colman plc; Proposed

Consent Agreement With Analysis To

Aid Pubic Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

SUMMARY: In settlement of alleged

violations of federal law prohibiting

unfair acts and practices and unfair

methods of competition, this consent

agreement, accepted subject to final

Commission approval, would allow,

among other things, Reckitt & Colman to

acquire L&F Products Inc. with the

required prior approval on the condition

that it sells its own rug cleaning assets,

within six months, to a Commission

approved acquirer. If the divestiture is

not completed on time, the consent

agreement would permit the

Commission to appoint a trustee to

complete the transaction. In addition,

the consent agreement would require

the respondent to obtain Commission

approval, for ten years, before acquiring

any interest in the carpet-deodorizer

business in the United States.

DATES: Comments must be received on

or before March 14, 1995.

ADDRESSES: Comments should be

directed to: FTC/Office of the Secretary,

Room 159, 6th Street and Pennsylvania

Avenue NW., Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT: ANN

MALESTER, FTC/S–2224, WASHINGTON, D.C.

20580. (202) 326–2682.

SUPPLEMENTARY INFORMATION: Pursuant

to Section 6(f) of the Federal Trade

Commission Act, 38 Stat. 721, 15 U.S.C.

46 and Section 2.34 of the Commission’s

Rules of Practice (16 CFR 2.34), notice

is hereby given that the following

consent agreement containing a consent

order to cease and desist, having been

filed with and accepted, subject to final

approval, by the Commission, has been

placed on the public record for a period

of sixty (60) days. Public comments is

invited. Such comments or views will

be considered by the Commission and

will be available for inspection and

copying at its principal office in

accordance with Section 4.9(b)(6)(ii) of

the Commission’s Rules of Practice (16

CFR 4.9(b)(6)(ii)).

Agreement Containing Consent Order

Commissioners: Janet D. Steiger, Chairman,

Mary L. Azcuenaga, Roscoe B. Starek, III,

Christine A. Varney.

The Federal Trade Commission

(‘‘Commission’’), having initiated an

investigation of the proposed

acquisition by Reckitt & Colman plc

(‘‘Reckitt & Colman’’), a United

Kingdom corporation, of substantially

all of the assets and liabilities of L&F

Products Inc., a Delaware corporation,

from Eastman Kodak Company, and it

now appearing that Reckitt & Colman,

hereinafter sometimes referred to as

‘‘proposed respondent,’’ is wiling to

enter into an agreement containing an

order to divest certain assets and cease

and desist from making certain

acquisitions, and providing for certain

other relief:

It is hereby agreed by and between

proposed respondent, by its duly

authorized officers and attorneys, and

counsel for the Commission that:

1. Proposed respondent Reckitt &

Colman is a corporation organized,

existing, and doing business under and

by virtue of the laws of England and

Wales with its principal executive

offices located at One Burlington Lane,

London, England W4 2RW. Reckitt &

Colman does business in the United

States through its wholly-owned

subsidiary Reckitt & Colman Inc., with

its offices and principal place of
Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3237

business at 1655 Valley Road, Wayne,

New Jersey 07474–0943.

2. Proposed respondent admits all the

jurisdictional facts set forth in the draft

of complaint.

3. Proposed respondent waives:

(a) any further procedural steps;

(b) the requirement that the

Commission’s decision contain a

statement of findings of fact and

conclusions of law;

(c) all rights to seek judicial review or

otherwise to challenge or contest the

validity of the order entered pursuant to

this agreement; and

(d) any claims under the Equal Access

to Justice Act.

4. This agreement shall not become

part of the public record of the

proceeding unless and until it is

accepted by the Commission. If this

agreement is accepted by the

Commission it, together with the draft of

complaint contemplated thereby, will be

placed on the public record for a period

of sixty (60) days and information in

respect thereto publicly released. The

Commission thereafter may either

withdraw its acceptance of this

agreement and so notify the proposed

respondent, in which event it will take

such action as it may consider

appropriate, or issue and serve its

complaint (in such form as the

circumstances may require) and

decision, in disposition of the

proceeding.

5. This agreement is for settlement

purposes only and does not constitute

an admission by proposed respondent

that the law has been violated as alleged

in the draft of complaint, or that the

facts as alleged in the draft complaint,

other than jurisdictional facts, are true.

6. This agreement contemplates that,

if it is accepted by the Commission, and

if such acceptance is not subsequently

withdrawn by the Commission pursuant

to the provisions of Section 2.34 of the

Commission’s Rules, the Commission

may, without further notice to proposed

respondent, (1) issue its complaint

corresponding in form and substance

with the draft of complaint and its

decision containing the following order

to divest and to cease and desist, in

disposition of the proceeding, and (2)

make information public with respect

thereto. When so entered, the order

shall have the same force and effect and

may be altered, modified, or set aside in

the same manner and within the same

time provided by statute for other

orders. The order shall become final

upon service. Delivery by the U.S.

Postal Service of the complaint and

decision containing the agreed-to order

to 1655 Valley Road, Wayne, New Jersey

07474–0943 shall constitute service.

Proposed respondent waives any right it

may have to any other manner of

service. The complaint may be used in

construing the terms of the order, and

no agreement, understanding,

representation, or interpretation not

contained in the order or the agreement

may be used to vary or contradict the

terms of the order.

7. Proposed respondent has read the

proposed complaint and order

contemplated hereby. Proposed

respondent understands that once the

order has been issued, it will be

required to file one or more compliance

reports showing that it has fully

complied with the order. Proposed

Respondent further understands that the

Commission’s approval, pursuant to the

Commission’s Order in Docket No. C–

3306, of the Acquisition, as defined in

the following order, is conditioned upon

the proposed respondent’s compliance

with the terms of the following order.

Proposed respondent further

understands that it may be liable for

civil penalties in the amount provided

by law for each violation of this order

after it becomes final, or of the

Commission’s Order in Docket No. C–

3306.

Order

I.

Definitions

It is ordered that, as used in this

order, the following definitions shall

apply:

A. ‘‘Reckitt & Colman’’ means Reckitt

& Colman plc, its predecessors,

successors and assigns, the divisions,

subsidiaries, affiliates, companies,

groups, partnerships and joint ventures

that Reckitt & Colman controls, directly

or indirectly, and their directors,

officers, employees, agents and

representatives, and their respective

successors and assigns.

B. ‘‘Kodak’’ means Eastman Kodak

Company, its predecessors, successors

and assigns, the divisions, subsidiaries,

affiliates, companies, groups,

partnerships and joint ventures that

Kodak controls, directly or indirectly,

and their directors, officers, employees,

agents and representatives and their

respective successors and assigns.

C. ‘‘L&F’’means the United States

Assets and Businesses acquired by

Reckitt & Colman in the Acquisition.

D. ‘‘Respondent’’ means Reckitt &

Colman.

E. ‘‘Commission’’ means the Federal

Trade Commission.

F. ‘‘Acquisition’’ means Reckitt &

Colman’s acquisition of substantially all

of the assets and liabilities of the

household products, professional

products and personal products

businesses of L&F Products Inc.

pursuant to an asset purchase agreement

dated September 26, 1994, with

Eastman Kodak Company, L&F Products

Inc., a wholly-owned subsidiary of

Kodak, and Sterling Winthrop Inc., a

wholly-owned subsidiary of L&F

Products Inc.

G. ‘‘Carpet Deodorizer Products’’

means powder products designed to

combat and eliminate offensive odors in

rugs and carpets that are distributed to

consumers primarily through grocery,

drug, and mass merchandise stores.

Carpet Deodorizer Products does not

include Rug Cleaning Products.

H. ‘‘Carpet Deodorizer Assets’’ means

all of Reckitt & Colman’s United States

rights, title and interest in and to:

(1) Carpet Deodorizer Products,

including, but not limited to, the

brands, trademarks and tradedress

‘‘Carpet Fresh’’, ‘‘Rug Fresh’’; and

(2) All of Reckitt & Colman’s Carpet

Deodorizer Products assets and

businesses delineated in Schedule A,

attached hereto and made a part hereof.

Carpet Deodorizer Assets excludes

any assets or businesses acquired in the

Acquisition.

I. ‘‘Rug Cleaning Products’’ means

products designed to clean rugs and

carpets that are applied by aerosol

spray, or in liquid, foam or other forms

and that are distributed to consumers

primarily through grocery, drug, and

mass merchandise stores. Rug Cleaning

Products does not include Carpet

Deodorizer Products.

J. ‘‘Rug Cleaning Assets’’ means all of

Reckitt & Colman’s United States rights,

title and interest in and to:

(1) Rug Cleaning Products, including,

but not limited to, the right to use the

brands, trademarks and tradedress

‘‘Woolite Heavy Traffic Carpet Cleaner’’,

‘‘Woolite One Step Carpet Cleaner’’,

‘‘Woolite Spot & Stain Carpet Cleaner’’,

‘‘Woolite Fabric and Upholstery

Cleaner’’, and ‘‘Woolite Pet Stain Carpet

Cleaner’’ in connection with the

production, marketing and sale of Rug

Cleaning Products; and

(2) all of Reckitt & Colman’s Rug

Cleaning Products assets and businesses

delineated in schedule B, attached

hereto and made a part hereof.

Rug Cleaning Assets excludes any

assets or businesses acquired in the

Acquisition.

K. ‘‘Woolite Fabric Care Products’’

means products designed to clean fabric

and clothing that are applied by aerosol

spray, or in liquid, foam or other forms

and that are distributed to consumers

primarily through grocery, drug, and

mass merchandise stores. Woolite
3238 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

Fabric Care Products excludes Rug

Cleaning Products.

L. ‘‘Woolite Assets’’ means all of

Reckitt & Colman’s United States rights,

title and interest in and to:

(1) Woolite Fabric Care Products,

including, but not limited to, the brand

and trademark ‘‘Woolite’’; and

(2) all of Reckitt & Colman’s Woolite

Fabric Care Products assets and

businesses delineated in Schedule C,

attached hereto and made a part hereof.

Woolite Assets excludes any assets or

businesses acquired in the Acquisition.

M. ‘‘Air Freshener Products’’ means

products that are specifically designed

to scent the air in the home that are

applied by aerosol spray, or in liquid,

solid, wick or other forms and that are

distributed to consumers primarily

through grocery, drug, and mass

merchandise stores.

N. ‘‘Air Freshener Assets’’ means all

of Reckitt & Colman’s United States

rights, title and interest in and to:

(1) Air Freshener Products, including,

but not limited to, the brands and

trademarks ‘‘Airwick’’, ‘‘Stick Ups’’,

‘‘Air Waves’’, ‘‘Wizard’’, ‘‘Botanicals’’,

and ‘‘Airwick Neutra Air’’; and

(2) all of Reckitt & Colman’s Air

Freshener Products assets and

businesses delineated in Schedule D,

attached hereto and made a part hereof.

Air Freshener Assets excludes any

assets or businesses acquired in the

Acquisition.

II

Divestiture of Carpet Deodorizer Assets

It is ordered that:

A. Reckitt & Colman shall divest the

Carpet Deodorizer Assets, absolutely

and in good faith, within six (6) months

of the date this order becomes final, and

shall also divest such additional

ancillary assets and effect such

arrangements as are necessary to assure

the marketability, viability, and

competitiveness of the Carpet

Deodorizer Assets; provided, however,

that Reckitt & Colman is not required to

divest nay of the Carpet Deodorizer

Assets identified in Schedule A, Part 2,

if such assets are not required by the

acquirer.

B. Reckitt & Colman shall divest the

Carpet Deodorizer Assets only to an

acquirer that receives the prior approval

of the Commission, and only in a

manner that receives the prior approval

of the Commission. The purpose of the

divestiture of the Carpet Deodorizer

Assets is to ensure the continuation of

the assets as an ongoing, viable

enterprise engaged in the same

businesses in which the Carpet

Deodorizer Assets presently are

employed, and to remedy the lessening

of competition resulting from the

Acquisition as alleged in the

Commission’s complaint.

C. Upon reasonable notice from the

acquirer of the Carpet Deodorizer Assets

to Reckitt & Colman, for a period of six

(6) months following the date of the

divestiture, Reckitt & Colman shall

provide such personnel, information,

assistance, advice and training to the

acquirer as is necessary to transfer the

Carpet Deodorizer Assets pursuant to

Paragraph II.A. of this order and

establish such business as a viable,

ongoing concern. Such assistance shall

include reasonable consultation with

knowledgeable employees of Reckitt &

Colman as necessary to satisfy the

acquirer’s management that its

personnel are appropriately trained in

the manufacture, distribution and

marketing of Carpet Deodorizer

Products. Reckitt & Colman shall not

charge the acquirer a rate more than its

own direct costs for providing such

assistance.

D. Reckitt & Colman shall cooperate

and assist the acquirer in obtaining

approvals for the transfer of all

registrations, leases, licenses,

certifications, permits, or similar

documents relating to the Carpet

Deodorizer Assets.

E. Reckitt & Colman shall take such

actions as are necessary to maintain the

viability and marketability of the Carpet

Deodorizer Assets and to prevent the

destruction, removal, wasting,

deterioration or impairment of any of

the Carpet Deodorizer Assets except in

the ordinary course of business and

except for ordinary wear and tear.

III

Rug Cleaning Divestiture

It is further ordered that:

A. Reckitt & Colman shall divest,

absolutely and in good faith, within six

(6) months of the date the Commission

approves the Acquisition pursuant to

Paragraph V of the order in Docket No.

C–3306, the Rug Cleaning Assets, and

shall also divest such additional

ancillary assets and effect such

arrangements as are necessary to assure

the marketability, viability, and

competitiveness of the Rug Cleaning

Assets; provided, however, that Reckitt

& Colman is not required to divest any

of the Rug Cleaning Assets identified in

Schedule B, Part 2, if such assets are not

required by the acquirer.

B. Reckitt & Colman shall divest the

Rug Cleaning Assets only to an acquirer

that receives the prior approval of the

Commission, and only in a manner that

receives the prior approval of the

Commission. The purpose of the

divestiture of the Rug Cleaning Assets is

to ensure the continuation of the assets

as an ongoing, viable enterprise engaged

in the same businesses in which the Rug

Cleaning Assets presently are employed,

and to remedy the lessening of

competition resulting from the

Acquisition as described in the

Commission’s letter approving the

Acquisition.

C. Upon reasonable notice from the

acquirer of the Rug Cleaning Assets to

Reckitt & Colman, for a period of six

months following the date of the

divestiture, Reckitt & Colman shall

provide such personnel, information,

assistance, advice and training to the

acquirer as is necessary to transfer the

Rug Cleaning Assets pursuant to

Paragraph III.A. of this order and

establish such business as a viable,

ongoing concern. Such assistance shall

include reasonable consultation with

knowledgeable employees of Reckitt &

Colman to satisfy the acquirer’s

management that its personnel are

appropriately trained in the

manufacture, distribution and marketing

of Rug Cleaning Products. Reckitt &

Colman shall not charge the acquirer a

rate more than its own direct costs for

providing such assistance.

D. Reckitt & Colman shall cooperate

and assist the acquirer in obtaining

approvals for the transfer of all

registrations, leases, licenses,

certifications, permits, or similar

documents relating to the Rug Cleaning

Assets.

E. Reckitt & Colman shall take such

actions as are necessary to maintain the

viability and marketability of the Rug

Cleaning Assets to prevent the

destruction, removal, wasting,

deterioration or impairment of any of

the Rug Cleaning Assets except in the

ordinary course of business and except

for ordinary wear and tear.

IV

Trustee provisions

It is further ordered that:

A. (1) If Reckitt & Colman has not

divested, absolutely and in good faith

and with the Commission’s prior

approval the Carpet Deodorizer Assets

within six (6) months of the date this

order becomes final, the Commission

may appoint a trustee to divest the

Carpet Deodorizer Assets and the Air

Freshener Assets; provided, however,

that the trustee is not required to divest

any of the Carpet Deodorizer Assets

identified in Schedule A, Part 2, or any

of the Air Freshener Assets identified in

Schedule D, Part 2, if such assets are not

required by the acquirer.
Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3239

(2) If Reckitt & Colman has not

divested, absolutely and in good faith

and with the Commission’s prior

approval the Rug Cleaning Assets

within six (6) months of the date the

Commission approves the Acquisition

pursuant to the order in Docket No. C–

3306, the Commission may appoint a

trustee to divest the Rug Cleaning Assets

and the Woolite Assets; provided,

however, that the trustee is not required

to divest any of the Rug Cleaning Assets

identified in Schedule B, Part 2, or any

of the Woolite Assets identified in

Schedule C, Part 2, if such assets are not

required by the acquirer.

B. In the event the Commission or the

Attorney General brings an action

pursuant to § 5(1) of the Federal Trade

Commission Act, 15 U.S.C. § 45(1), or

any other statute enforced by the

Commission, Reckitt & Colman shall

consent to the appointment of a trustee

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 to

it, including a court-appointed trustee,

pursuant to Section 5(1) of the Federal

Trade Commission Act, or any other

statute enforced by the Commission, for

any failure by Reckitt & Colman to

comply with this order, or the order in

Docket No. C–3306.

C. If a trustee is appointed by the

Commission or a court pursuant to

Paragraph IV.A.(1) or Paragraph IV.A.(2)

of this order, Reckitt & Colman shall

consent to the following terms and

conditions regarding the trustee’s

powers, duties, authorities, and

responsibilities.

1. The Commission shall select the

trustee, subject to the consent of Reckitt

& Colman, which consent shall not be

unreasonably withheld. The trustee

shall be a person with experience and

expertise in acquisitions and

divestitures. If Reckitt & Colman has not

opposed, in writing, including the

reasons for opposing, the selection of

any proposed trustee within ten (10)

days after notice by the staff of the

Commission to Reckitt & Colman of the

identity of any proposed trustee, Reckitt

& Colman shall be deemed to have

consented to the selection of the

proposed trustee.

2. Subject to the prior approval of the

Commission and under the terms and

conditions described in Paragraph IV.A.

of this order, the trustee shall have the

exclusive power and authority to divest

the Carpet Deodorizer Assets and the

Air Freshener Assets, and/or the Rug

Cleaning Assets and the Woolite Assets,

together with any additional, incidental

assets of Reckitt & Colman that may be

reasonably necessary to assure the

viability and competitiveness of the

Carpet Deodorizer Assets and the Air

Freshener Assets, and/or the Rug

Cleaning Assets and the Woolite Assets.

3. Within ten (10) days after the

appointment of the trustee, Reckitt &

Colman shall execute a trust agreement

that, subject to the prior approval of the

Commission, and, in the case of a courtappointed trustee, of the court, transfers

to the trustee all rights and powers

necessary to effect the divestiture(s)

require by this order.

4. The trustee shall have twelve (12)

months from the date the Commission

approves the trust agreement described

in Paragraph IV.C.3. of this order to

accomplish the divestiture(s). If,

however, at the end of the twelve-month

period, the trustee has submitted a plan

of divestiture or believes that

divestiture(s) can be accomplished

within a reasonable time, the divestiture

period may be extended by the

Commission or, in the case of a courtappointed trustee, by the court;

provided, however, the Commission

may only extend the divestiture period

two (2) times.

5. The trustee shall have full and

complete access (subject to the terms

and conditions described in Paragraph

IV.A. of this order) to the personnel,

books, records, and facilities related to

the Carpet Deodorizer Assets, Air

Freshener Assets, Rug Cleaning Assets

and Woolite Assets and to any other

relevant information, as the trustee may

reasonably request. Reckitt & Colman

shall develop such financial or other

information as such trustee may request

and shall cooperate with the trustee.

Reckitt & Colman shall take no action to

interfere with or impede the trustee’s

accomplishment of the divestiture(s).

Any delays in the divestiture(s) caused

by Reckitt & Colman 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. Subject to Reckitt & Colman’s

absolute and unconditional obligation to

divest at no minimum price the assets

described in Paragraph IV.A. of this

order (and subject to the terms and

conditions described in Paragraph IV.A.

of this order), and to remedy the

lessening of competition resulting from

the Acquisition as alleged in the

Commission’s complaint and as

described in the Commission’s letter

approving the Acquisition, the trustee

shall use his or her best efforts to

negotiate the most favorable price and

terms available with each acquirer for

each divestiture described in Paragraph

IV.A of this order. If the trustee receives

bona fide offers from more than one

acquirer for each divestiture, and if the

Commission determines to approve

more than one such acquirer, the trustee

shall divest the assets described in

Paragraph IV.A. of this order to each

acquirer selected by Reckitt & Colman

from among those approved by the

Commission for each divestiture.

7. The trustee shall serve, without

bond or other security, at the cost and

expense of Reckitt & Colman, on such

reasonable and customary terms and

conditions as the Commission or a court

may set. The trustee shall have authority

to employ, at the cost and expense of

Reckitt & Colman, such consultants,

accountants, attorneys, investment

bankers, business brokers, appraisers,

and other representatives and assistants

as are reasonably necessary to carry out

the trustee’s duties and responsibilities.

The trustee shall account for all monies

derived from the sale and all expenses

incurred. After approval by the

Commission and, in the case of a courtappointed 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 Reckitt

& Colman 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 assets described in

Paragraph IV.A. of this order.

8. Reckitt & Colman 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 trusteeship,

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, claims, or

expenses result from misfeasance,

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 IV.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 each divestiture required by

this order.

11. The trustee shall have no

obligation or authority to operate or
3240 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

maintain the assets described in

Paragraph IV.A. of this order.

12. The trustee shall report in writing

to Reckitt & Colman and to the

Commission every thirty (30) days

concerning the trustee’s efforts to

accomplish the divestitures.

V

Hold Separate

It is further ordered that Reckitt &

Colman shall comply with all terms of

the Agreement to Hold Separate,

attached to this order and made a part

hereof as Appendix I. The Agreement to

Hold Separate shall continue in effect

according to its terms until Reckitt &

Colman has divested all of the Rug

Cleaning Assets and all of the Carpet

Deodorizer Assets as required by this

order.

VI

Prior approval

It is further ordered that, for a ten (10)

year period commencing on the date

this order becomes final, Reckitt &

Colman shall not, without the prior

approval of the Commission, directly or

indirectly, through subsidiaries,

partnerships or otherwise:

(1) acquire any stock, share capital,

equity or other interest in any concern,

corporate or non-corporate, engaged in

at the time of such acquisition, or

within the two years preceding such

acquisition engaged in the development,

production, distribution, or sale for

resale of Carpet Deodorizer Products in

the United States; or

(2) acquire any assets used or

previously used (and still suitable for

use) in the manufacture, distribution, or

sale for resale of Carpet Deodorizer

Products in the United States.

Provided, however, that this

Paragraph VI shall not apply to the

acquisition of products or services

acquired in the ordinary course of

business.

VII

Compliance Reports

It is further ordered that:

A. Within sixty (60) days after the

date this order becomes final and every

sixty (60) days thereafter until Reckitt &

Colman has fully complied with the

provisions of Paragraphs II, III, IV and

V of this order, Reckitt & Colman 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 those provisions. Reckitt & Colman

shall include in its compliance reports,

among other things that are required

from time to time, a full description of

all substantive contacts or negotiations

for each divestiture, including the

identity of all parties contacted. Reckitt

& Colman also shall include in its

compliance reports, subject to any

legally recognized privilege, copies of

all written communications to and from

such parties, all internal memoranda,

and all reports and recommendations

concerning each divestiture.

B. One (1) year from the date this

order becomes final and annually

thereafter for nine (9) years on the

anniversary date of this order, Reckitt &

Colman shall submit to the Commission

a verified written report setting forth in

detail the manner and form in which it

has complied and is complying with

this order.

VIII

Access

It is further ordered that, for the

purposes of determining or securing

compliance with this order, and subject

to any legally recognized privilege,

upon written request and on reasonable

notice to Reckitt & Colman, Reckitt &

Colman shall permit any duly

authorized representatives of the

Commission:

A. Access, during office hours and in

the presence of counsel, to inspect and

copy all books, ledgers, accounts,

correspondence, memoranda and other

records and documents in the

possession or under the control of

Reckitt & Colman or L&F relating to any

matters contained in this consent order;

and

B. Upon five (5) days’ notice to

Reckitt & Colman, and without restraint

or interference from Reckitt & Colman,

to interview officers or employees of

Reckitt & Colman or L&F, who may have

counsel present, regarding such matters.

IX

Corporate Change

It is further ordered that Reckitt &

Colman shall notify the Commission at

least thirty (30) days prior to any

proposed change in the corporate

respondent 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.

Schedule A

Reckitt & Colman shall divest all of

the Carpet Deodorizer Products assets

and businesses pursuant to the terms of

this order. The assets and businesses

identified in Paragraph I.H.(2) of this

order shall include all assets, properties,

business and goodwill, tangible and

intangible, utilized by Reckitt & Colman

in the development, production,

distribution and sale of Carpet

Deodorizer Products in the United

States, including, but not limited to, the

following:

Part 1

(1) all customer lists, vendor lists,

catalogs, sales promotion literature,

existing advertising materials, marketing

information, product development

information, research materials,

technical information, management

information systems, software,

inventions, trade secrets, technology,

know-how, specifications, designs,

drawings, processes and quality control

data;

(2) intellectual property rights,

patents and patent applications and the

formulas, copyrights, trademarks, trade

names, tradedress, service marks, and

UPC codes;

(3) all rights, title and interest in and

to the contracts entered in the ordinary

course of business with customers

(together with associated bid and

performance bonds), suppliers, sales

representatives, brokers and

distributors, agents, inventors, product

testing and laboratory research

institutions, providers of electronic data

exchange services, personal property

lessors, personal property lessees,

licensers, licensees, consignors and

consignees;

(4) all rights under warranties and

guarantees, express or implied;

(5) all Environmental Protection

Agency and all other federal and state

regulatory agency registrations and

applications, and all documents related

thereto;

(6) all books, records, files, financial

statements, business plans and

supporting documents;

(7) all items of prepaid expense; and

(8) a perpetual license at no royalty to

use the brands, trademarks and

tradedress ‘‘Airwick Neutra Air’’ and

‘‘Botanicals’’ in connection with the

production, marketing and sale of

Carpet Deodorizer Products in the

United States.

Part 2

(1) a perpetual license at no royalty to

use the brand, trademark and tradedress

‘‘Airwick’’ in connection with the

production, marketing and sale of

Carpet Deodorizer Products in the

United States;

(2) all machinery, fixtures, equipment,

molds, vehicles, furniture, tools and all

other tangible personal property;

(3) inventory;
Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3241

(4) accounts and notes receivable; and

(5) all rights, title and interest in and

to owned or leased real property,

together with appurtenances, licenses

and permits.

Schedule B

Reckitt & Colman shall divest all of

the Rug Cleaning Products assets and

businesses pursuant to the terms of this

order. The assets and business

identified in Paragraph I.J. (2) of this

order shall include all assets, properties,

business and goodwill, tangible and

intangible, utilized by Reckitt & Colman

in the development, production,

distribution and sale of Rug Cleaning

Products in the United States,

including, but not limited to, the

following:

Part 1

(1) a perpetual license at no royalty to

use the brand, trademark, and

tradedress ‘‘Woolite’’ in connection

with the production, marketing and sale

of Rug Cleaning Products in or into the

United States;

(2) all customer lists, vendor lists,

catalogs, sales promotion literature,

existing advertising materials, marketing

information, product development

information, research materials,

technical information, management

information systems, software,

inventions, trade secrets, technology,

know-how, specifications, designs,

drawings, processes and quality control

data;

(3) intellectual property rights,

patents and patent applications and the

formulas, copyrights, trademarks, trade

names, service marks, and UPC codes;

(4) all rights, title and interest in and

to the contracts entered in the ordinary

course of business with customers

(together with associated bid and

performance bonds), suppliers, sales

representatives, brokers and

distributors, agents, inventors, product

testing and laboratory research

institutions, providers of electronic data

exchange services, personal property

lessors, personal property lessees,

licensors, licensees, consignors and

consignees;

(5) all rights under warranties and

guarantees, express or implied;

(6) all Environmental Protection

Agency and all other federal and state

regulatory agency registrations and

applications, and all documents related

thereto;

(7) all books, records, files, financial

statements, business plans and

supporting documents; and

(8) all items of prepaid expense.

Part 2

(1) all machinery, fixtures, equipment,

molds, vehicles, furniture, tools and all

other tangible personal property;

(2) inventory;

(3) accounts and notes receivable; and

(4) all rights, title and interest in and

to owned or leased real property,

together with appurtenances, licenses

and permits.

Schedule C

The trustee shall divest all of the

Woolite Fabric Care Products assets and

businesses pursuant to the terms of this

order. The assets and businesses

identified in Paragraph I.L.(2) of this

order shall include all assets, properties,

business and goodwill, tangible and

intangible, utilized by Reckitt & Colman

in the development, production,

distribution and sale of Woolite Fabric

Care Products in the United States,

including, but not limited to, the

following:

Part 1

(1) all customer lists, vendor lists,

catalogs, sales promotion literature,

existing advertising materials, marketing

information, product development

information, research materials,

technical information, management

information systems, software,

inventions, trade secrets, technology,

know-how, specifications, designs,

drawings, processes and quality control

data;

(2) intellectual property rights,

patents and patent applications and the

formulas, copyrights, trademarks, trade

names, tradedress, service marks, and

UPC codes;

(3) all rights, title and interest in and

to the contracts entered in the ordinary

course of business with customers

(together with associated bid and

performance bonds), suppliers, sales

representatives, brokers and

distributors, agents, inventors, product

testing and laboratory research

institutions, providers of electronic data

exchange services, personal property

lessors, personal property lessees,

licensors, licensees, consignors and

consignees;

(4) all rights under warranties and

guarantees, express or implied;

(5) all Environmental Protection

Agency and all other federal and state

regulatory agency registrations and

applications, and all documents related

thereto;

(6) all books, records, files, financial

statements, business plans and

supporting documents; and

(7) all items of prepaid expense.

Part 2

(1) all machinery, fixtures, equipment,

molds, vehicles, furniture, tools and all

other tangible personal property;

(2) inventory;

(3) accounts and notes receivable, and

(4) all rights, title and interest in and

to owned or leased real property,

together with appurtenances, licenses

and permits.

Schedule D

The trustee shall divest all of the Air

Freshener Products assets and

businesses pursuant to the terms of this

order. The assets and businesses

identified in Paragraph I.N.(2) of this

order shall include all assets, properties,

business and goodwill, tangible and

intangible, utilized by Reckitt & Colman

in the development, production,

distribution and sale of Air Freshener

Products in the United States,

including, but not limited to the

following:

Part 1

(1) all customer lists, vendor lists,

catalogs, sales promotion literature,

existing advertising materials, marketing

information, product development

information, research materials,

technical information, management

information systems, software,

inventions, trade secrets, technology,

know-how, specifications, designs,

drawings, processes and quality control

data;

(2) intellectual property rights,

patents and patent applications and the

formulas, copyrights, trademarks, trade

names, tradedress, service marks, and

UPC codes;

(3) all rights, title and interest in and

to the contracts entered in the ordinary

course of business with customers

(together with associated bid and

performance bonds), suppliers, sales

representatives, brokers and

distributors, agents, inventors, product

testing and laboratory research

institutions, providers of electronic data

exchange services, personal property

lessors, personal property lessees,

licensors, licensees, consignors and

consignees;

(4) all rights under warranties and

guarantees, express or implied;

(5) all Environmental Protection

Agency and all other federal and state

regulatory agency registrations and

applications, and all documents related

thereto;

(6) all books, records, files, financial

statements, business plans and

supporting documents; and

(7) all items of prepaid expense.
3242 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

Part 2

(1) all machinery, fixtures, equipment,

molds, vehicles, furniture, tools and all

other tangible personal property;

(2) inventory;

(3) accounts and notes receivable, and

(4) all rights, title and interest in and

to owned or leased real property,

together with appurtenances, licenses

and permits.

Appendix I—Agreement to Hold

Separate

This Agreement to Hold Separate

(‘‘Hold Separate’’) is by and between

Reckitt & Colman plc (‘‘Reckitt &

Colman’’), 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 at One Burlington

Lane, London 4W 2RW, England, which

does business in the United States

through its wholly-owned subsidiary

Reckitt & Colman Inc., with its offices

and principal place of business at 1655

Valley Road, Wayne, New Jersey 07474-

0943; and the Federal Trade

Commission (‘‘the Commission’’), an

independent agency of the United States

Government, established under the

Federal Trade Commission Act of 1914,

15 U.S.C. § 41, et seq. (collectively the

‘‘Parties’’).

Premises

Whereas, on September 26, 1994

Reckitt & Colman entered into an

agreement with Eastman Kodak

Company (‘‘Kodak’’) to acquire

substantially all of the United States

assets and liabilities of the household

products, professional products and

personal products businesses of L&F

Products Inc. (such assets and

businesses hereinafter referred to as

‘‘L&F’’), as well as the voting securities

of certain wholly-owned subsidiaries of

L&F or Kodak that sell products outside

the United States (hereinafter

‘‘Acquisition’’); and

Whereas, on October 22, 1990, the

Commission, with the consent of Reckitt

& Colman, issued its complaint and

made final its Order to settle charges

that the acquisition by Reckitt & Colman

of the Boyle-Midway Division of

American Home Products Corporation

violated Section 7 of the Clayton Act, as

amended, 15 U.S.C. § 18, and Section 5

of the Federal Trade Commission Act

(‘‘FTC Act’’), as amended, 15 U.S.C. § 45

(In the Matter of Reckett & Colman plc,

FTC Docket No. C–3306); and

Whereas, the Order in Docket No. C–

3306 provides that for a period of ten

(10) years Reckitt & Colman shall not

acquire, without the prior approval of

the Commission, directly or indirectly

through subsidiaries, partnerships, or

otherwie, any interest in, or the whole

or any part of the stock or share capital

of any person or business that is

engaged in the rug cleaning products

business in the United States, or, except

in the ordinary course of business, any

assets used or previously used in (and

still suitable for use in) the rug cleaning

products business; and

Whereas, Reckitt & Colman products

and markets, among other things, Carpet

Deodorizer Products and Rug Cleaning

Products, as defined in Paragraph I of

the Agreement Containing Consent

Order (‘‘Consent Agreement’’ or

‘‘Consent Order’’) to which this Hold

Separate is attached and made a part

thereof as Appendix I; and

Whereas, L&F, with its principal

office and place of business located at

225 Summit Avenue, Montvale, New

Jersey 07645–1575, produces and

markets, among other things, Carpet

Deodorizer Products and Rug Cleaning

Products, as defined in Paragraph I of

the Consent Order; and

Whereas, the Commission is now

investigating the Acquisition to

determine whether it would violate any

of the statutes enforced by the

Commission and whether the

Commission should approve the

Acquisition pursuant to the Order in In

the Matter of Reckitt & Colman plc, FTC

Docket No. C–3306; and

Whereas, the Commission has

determined to grant Reckitt & Colman

the prior approval required for its

acquisition of L&F conditioned,

however, upon Reckitt & Colman

divesting, as required under the Consent

Agreement, the Carpet Deodorizer

Assets and the Rug Cleaning Assets, as

defined in Paragraph I of the Consent

Agreement; and

Whereas, if the Commission accepts

the Consent Agreement, the

Commission must place it on the public

record for a period of at least sixty (60)

days and may subsequently withdraw

such acceptance pursuant to the

provisions of Section 2.34 of the

Commission’s Rules; and

Whereas, the Commission is

concerned that if an understanding is

not reached, preserving the status quo

ante of the Carpet Deodorizer Assets

and the Rug Cleaning Assets, as defined

in Paragraph I of the Consent

Agreement, during the perioid prior to

the final acceptance and issuance of the

order by the Commission (after the 60-

day public comment period), divestiture

resulting from any proceeding

challenging the legality of the

Acquisition might not be possible, or

might be less than an effective remedy;

and

Whereas, the Commission is

concerned that if the Acquisition is

consummated, it will be necessary to

preserve the Commission’s ability to

require the divestiture of the Carpet

Deodorizer Assets and the Rug Cleaning

Assets, as defined in Paragraph I of the

Consent Agreement, and the

Commission’s right to have the Carpet

Deodorizer Assets and the Rug Cleaning

Assets continue as viable competitors;

and

Whereas, the purpose of the Hold

Separate and the Consent Agreement is:

1. to preserve the Carpet Deodorizer

Assets, the Air Freshener Assets, and

the Rug Cleaning Assets as viable,

independent, ongoing enterprises,

pending the divestiture of the Carpet

Deodorizer Assets, the Air Freshener

Assets, and Rug Cleaning Assets

required under the terms of the Consent

Agreement;

2. to remedy any anticompetitive

effects of the Acquisition; and

3. to preserve the Carpet Deodorizer

Assets, the Air Freshener Assets, and

the Rug Cleaning Assets as ongoing and

competitive entities engaged in the same

businesses in which they are presently

employed until each of the respective

divestitures required under the terms of

the Consent Agreement is achieved; and

Whereas, Reckitt & Colman’s entering

into this Hold Separate shall in no way

be construed as an admission by Reckitt

& Colman that the Acquisition is illegal;

and

Whereas, Reckitt & Colman

understands that no act or transaction

contemplated by this Hold Separate

shall be deemed immune or exempt

from the provisions of the antitrust laws

of the FTC Act by reason of anything

contained in this Consent Agreement.

Now, Therefore, the Parties agree,

upon the understanding that the

Commission has not yet determined

whether the Acquisition will be

challenged, and in consideration of the

Commission’s conditional approval of

the Acquisition and its agreement that,

at the time it accepts the Consent

Agreement for public comment it will

grant early termination of the HartScott-Rodino waiting period, and unless

the Commission determines to reject the

Consent Agreement, it will not seek

further relief from Reckitt & Colman

with respect to the Acquisition, except

that the Commission may exercise any

and all rights to enforce this Hold

Separate and the Consent Agreement to

which it is annexed and made a part

thereof, and the Order in Docket No. C–

3306, and in the event the required

divestiture of the Carpet Deodorizer
Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3243

Assets is not accomplished, to appoint

a trustee to seek divestiture of the Air

Freshener Assets as well as the Carpet

Deodorizer Assets, and in the event the

required divestiture of the Rug Cleaning

Assets is not accomplished, to appoint

a trustee to seek divestiture of the

Woolite Assets as well as the Rug

Cleaning Assets, or to seek civil

penalties or a court appointed trust or

other equitable relief, as follows:

1. Reckitt & Colman agrees to execute

and be bound by the Consent

Agreement.

2. Reckitt & Colman agrees that from

the date this Hold Separate is accepted

until the earlier of the dates listed below

in subparagraphs 2.a and 2.b, it will

comply with the provisions of

paragraph 4 of this Hold Separate:

a. three (3) business days after the

Commission withdraws its acceptance

of the Consent Order pursuant to the

provisions of Section 2.34 of the

Commission’s rules; or

b. the day after the divestiture of the

Carpet Deodorizer Assets required by

the Consent Order has been completed.

3. Reckitt & Colman agrees that from

the date this Hold Separate is accepted

until the day after the divestiture of the

Rug Cleaning Assets required by the

Consent Order has been completed, it

will comply with the provisions of

Paragraph 5 of this Hold Separate.

4. Reckitt & Colman agrees to manage

and maintain the Carpet Deodorizer

Assets and the Air Freshener Assets, as

they are presently constituted, on the

following terms and conditions:

a. Reckitt & Colman shall appoint four

individuals, one each from among

Reckitt & Colman’s current employees

working in Reckitt & Colman’s

marketing, sales, materials management,

and finance operations, to manage and

maintain the Carpet Deodorizer Assets

and the Air Freshener Assets. These

individuals (‘‘the management team’’)

shall manage the Carpet Deodorizer

Assets and the Air Freshener Assets

independently of the management of

Reckitt & Colman’s other businesses,

except that these individuals will

arrange for the Reckitt & Colman Carpet

Deodorizer Products and the Reckitt &

Colman Air Freshener Products to be

marketed and sold by Reckitt &

Colman’s marketing and sales forces.

The management team shall not

thereafter, until the Carpet Deodorizer

Assets are divested pursuant to the

Consent Order, be in any way involved

in the marketing, selling or materials

management of any other Reckitt &

Colman product.

b. The management team, in its

capacity as such, shall report directly

and exclusively to an independent

auditor/manager, to be appointed by

Reckitt & Colman. The independent

auditor/manager shall have exclusive

control over the operations of the Carpet

Deodorizer Assets and the Air Freshener

Assets, with responsibility for the

management of the Carpet Deodorizer

Assets and the Air Freshener Assets and

for maintaining the independence of

those businesses.

c. Reckitt & Colman shall not exercise

direction or control over, or influence

directly or indirectly, the independent

auditor/manager or the management

team or any of its operations relating to

the operations of the Carpet Deodorizer

Assets and the Air Freshener Assets;

provided however, that Reckitt &

Colman may exercise only such

direction and control over the

management team and the Carpet

Deodorizer Assets and the Air Freshener

Assets as is necessary to assure

compliance with this Hold Separate or

the Consent Order.

d. Reckitt & Colman shall maintain

the viability and marketability of the

Carpet Deodorizer Assets and the Air

Freshener Assets and shall not cause or

permit the destruction, removal,

wasting, deterioration, or impairment of

any assets or businesses it may have to

divest except in the ordinary course of

business and except for ordinary wear

and tear. Reckitt & Colman shall not

sell, transfer, or encumber the Carpet

Deodorizer Assets or the Air Freshener

Assets except in the ordinary course of

business, or to effect the divestitures

contemplated by the Consent Order

pursuant to the terms of the Consent

Order.

e. Except for the management team,

Reckitt & Colman shall not permit any

other Reckitt & Colman employee,

officer, or director to be involved in the

management of the Carpet Deodorizer

Assets or the Air Freshener Assets

except to the extent the services of

Reckitt & Colman’s sales, marketing, and

materials management personnel are

necessary as set forth in subparagraph

4.a.

f. Except as required by law, and

except to the extent that necessary

information is exchanged in the course

of evaluating the Acquisition, defending

investigations or defending or

prosecuting litigation, or negotiating

agreements to divest assets, Reckitt &

Colman shall not receive or have access

to, or the use of, any material

confidential information not in the

public domain about the Carpet

Deodorizer Assets or the Air Freshener

Assets or the activities of the

management team in managing those

businesses, nor shall the management

team receive or have access to, or use of,

any material confidential information

not in the public domain about Reckitt

& Colman’s competing Carpet

Deodorizer Products or Air Freshener

Products businesses, or the activities of

Reckitt & Colman in managing its Carpet

Deodorizer Products or Air Freshener

Products businesses. Reckitt & Colman

may receive on a regular basis from the

management team aggregate financial

information necessary and essential to

allow Reckitt & Colman to prepare

United States consolidated financial

reports, tax returns, and personnel

reports. Any such information that is

obtained pursuant to this subparagraph

shall be used only for the purposes set

forth in the subparagraph. (‘‘Material

confidential information’’ as used

herein, means competitively sensitive or

proprietary information not

independently known to Reckitt &

Colman from sources other than the

management team, including, but not

limited to, customer lists, price lists,

marketing methods (except to the extent

marketing and sales plans need to be

divulged to the Reckitt & Colman

marketing and sales force in the

ordinary course of business), patents,

technologies, processes, or other trade

secrets).

g. Nothing in this Hold Separate shall

prohibit Reckitt & Colman from

providing cash management, tax

preparation and/or insurance functions

for the Carpet Deodorizer Assets and the

Air Freshener Assets heretofore

provided by Reckitt & Colman. Reckitt

& Colman personnel providing such

support services must retain and

maintain all material confidential

information relating to the Carpet

Deodorizer Assets and the Air Freshener

Assets on a confidential basis and,

except as permitted by this Hold

Separate, such persons shall be

prohibited from providing, discussing,

exchanging, circulating, or otherwise

furnishing such information to or with

any person whose employment involves

any other Reckitt & Colman Carpet

Deodorizer Product business or Rug

Cleaning Products business. Reckitt &

Colman personnel providing these

support services to the Carpet

Deodorizer Assets and the Air Freshener

Assets shall execute a confidentiality

agreement prohibiting the disclosure of

any Carpet Deodorizer Assets or Air

Freshener Assets confidential

information.

h. Reckitt & Colman shall not change

the composition of the management

team, and the independent auditor/

manager shall have the power to remove

employees only for cause.

i. All material transactions, out of the

ordinary course of business and not
3244 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

precluded by Paragraph 4 hereof, shall

be subject to a majority vote of the

management team. In the case of a tie,

the independent auditor/manager shall

cast the deciding vote.

j. Reckitt & Colman shall establish

written procedures to be approved by

the independent auditor/manager,

covering the management, maintenance,

and independence of the Carpet

Deodorizer Assets and the Air Freshener

Assets and the conduct of the

management team in accordance with

this Consent Agreement. Reckitt &

Colman shall also circulate to its

employees and appropriately display a

notice of this Hold Separate Agreement

and Consent Order in the form attached

hereto as Appendix A.

k. All earnings and profits from the

Carpet Deodorizer Assets and the Air

Freshener Assets shall be available for

use in those businesses until divestiture.

In computing earnings and profits for

the Carpet Deodorizer Assets and the

Air Freshener Assets, Reckitt & Colman

may deduct from the revenues generated

by the Carpet Deodorizer Assets and the

Air Freshener Assets only direct

product costs and indirect overheads

allocated to those businesses.

l. Reckitt & Colman shall make

available for use in the Carpet

Deodorizer Assets and the Air Freshener

Assets businesses until divestiture an

amount not lower than those budgeted

for 1995 and 1996 for advertising, trade

promotion, and product development of

the Reckitt & Colman Carpet Deodorizer

Products and Air Freshener Products,

and shall increase such spending as

deemed reasonably necessary by the

management team in light of

competitive conditions. If necessary,

Reckitt & Colman shall provide the

management team with any funds to

accomplish the foregoing.

m. Reckitt & Colman shall pay all

direct product costs and indirect

overheads for the Carpet Deodorizer

Assets and the Air Freshener Assets

businesses. The management team and

the independent auditor/manager shall

serve at the cost and expense of Reckitt

& Colman, and the Carpet Deodorizer

Assets and the Air Freshener Assets

businesses shall not be charged with the

compensation and expenses of the

independent auditor/manager.

n. If the independent auditor/manager

ceases to act or fails to act diligently, a

substitute independent auditor/manager

shall be appointed in the same manner

as provided in subparagraph 4.b. of this

Hold Separate. Any replacement for

independent auditor/manager shall be

appointed with the consent of the

Commission.

o. Reckitt & Colman shall indemnify

the management team and the

independent auditor/manager against

any losses or claims of any kind that

might arise out of involvement under

this Hold Separate, except to the extent

that such losses or claims result from

misfeasance, gross negligence, willful or

wanton acts, or bad faith by the

management team or the independent

auditor/manager.

p. The independent auditor/manager

shall report in writing to the

Commission every thirty (30) days

concerning the efforts to accomplish the

purposes of this Hold Separate.

5. To ensure the complete

independence and viability of L&F and

to assure that no competitive

information is exchanged between L&F

and Reckitt & Colman, Reckitt & Colman

shall hold L&F as it is presently

constituted separate and apart on the

following terms and conditions:

a. L&F, as defined in paragraph I of

the Consent Agreement, shall be held

separate and apart and shall be operated

independently of Reckitt & Colman,

except to the extent that Reckitt &

Colman must exercise direction and

control over L&F to assure compliance

with this Hold Separate Agreement, the

Consent Order, or the Order in Docket

No. C–3306.

b. Reckitt & Colman shall assign to

L&F its rights under the transition

services agreements and all supply

agreements contemplated, respectively,

by §§ 5.12 and 5.13 of the September 26,

1994, Asset Purchase Agreement among

Eastman Kodak Company, L&F Products

Inc., Sterling Winthrop Inc., and Reckitt

& Colman plc; and, as contemplated by

§§ 5.12 and 5.13 of the September 26,

1994 Asset Purchase Agreement,

Sterling Winthrop Inc. (‘‘Sterling’’)

personnel will continue the support and

administrative services being provided

by such Sterling personnel to L&F as of

the date this Hold Separate was signed,

and all arrangements, existing on the

date this Hold Separate was signed, that

provide for the supply by Sterling of

materials to L&F will remain in place.

Reckitt & Colman shall enforce all its

rights to cause such Sterling personnel

providing support and administrative

services and maintaining existing

supply arrangements to retain and

maintain all material confidential

information relating to L&F on a

confidential basis and, except as is

permitted by this Hold Separate, such

persons shall be prohibited from

providing, discussing, exchanging,

circulating, or otherwise furnishing any

such information to or with any other

person whose employment involves any

other Reckitt & Colman business,

including the Reckitt & Colman Rug

Cleaning Products business.

c. Reckitt & Colman shall appoint four

individuals, one each from among L&F’s

current employees working in L&F’s

marketing, sales, materials management,

and finance operations to manage and

maintain L&F. These individuals, (‘‘the

management team’’) shall manage L&F

independently of the management of

Reckitt & Colman’s other businesses.

The management team shall not

thereafter, until the Rug Cleaning Assets

are divested pursuant to the Consent

Order, be in any way involved in the

marketing, selling or materials

management of any competing Reckitt &

Colman products.

d. The management team, in its

capacity as such, shall report directly

and exclusively to an independent

auditor/manager, to be appointed by

Reckitt & Colman. The independent

auditor/manager shall have exclusive

control over the operations of L&F with

responsibility for the management of

L&F and for maintaining the

independence of those businesses.

Provided, however, that the auditor/

manager appointed pursuant to this

Paragraph 5 shall not be the same

auditor/manager appointed pursuant to

Paragraph 4.

e. Reckitt & Colman shall not exercise

direction or control over, or influence

directly or indirectly, L&F, the

independent auditor/manager or the

management team or any of their

operations relating to the operations of

L&F; provided however, that Reckitt &

Coleman may exercise only such

direction and control over the

Management team of L&F as is

necessary to assure compliance with

this Hold Separate, the Consent Order,

and the Order in Docket No. C–3306.

f. Except as required by law, and

except to the extent that necessary

information is exchanged in the course

of evaluating the Acquisition, defending

investigations or defending or

prosecuting litigation, or negotiating

agreements to divest assets, Reckitt &

Colman shall not receive or have access

to, or the use of, any material

confidential information not in the

public domain about L&F or the

activities of the management team in

managing L&F; nor shall L&F or the

management team receive or have

access to, or use of, any material

confidential information not in the

public domain about Reckitt & Colman’s

businesses, of the activities of Reckitt &

Colman in managing its businesses.

Reckitt & Colman may receive on a

regular basis from L&F aggregate

financial information necessary and

essential to allow Reckitt & Colman to
Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices 3245

prepare United States consolidated

financial reports, tax returns, and

personnel reports. Any such

information that is obtained pursuant to

this subparagraph shall be used only for

the purposes set forth in this

subparagraph. (‘‘Material confidential

information’’ as used herein, means

competitively sensitive or proprietary

information not independently known

to Reckitt & Colman from sources other

than L&F or the management team

including, but not limited to, customer

lists, price lists, marketing methods,

patents, technologies, processes, or

other trade secrets).

g. Nothing in this Hold Separate shall

prohibit Reckitt & Colman from

providing cash management, tax

preparation and/or insurance functions

for L&F heretofore provided by Sterling

or Kodak. Reckitt & Colman personnel

providing such support services must

retain and maintain all material

confidential information relating to L&F

on a confidential basis and, except as

permitted by this Hold Separate, such

persons shall be prohibited from

providing, discussing, exchanging,

circulating, or otherwise furnishing

such information to or with any person

whose employment involves any other

Reckitt & Colman Carpet Deodorizer

Product business or Rug Cleaning

Products business. Reckitt & Colman

personnel providing these support

services to L&F shall not be involved in

any other Reckitt & Colman Carpet

Deodorizer Products business or Rug

Cleaning products business, and shall

execute a confidentiality agreement

prohibiting the disclosure of any L&F

confidential information.

h. L&F shall be staffed with sufficient

employees to maintain the viability and

competitiveness of L&F, which

employees shall be selected from L&F’s

existing employee base and may also be

hired from sources other than L&F. Each

director, officer and management

employee of L&F shall execute a

confidentiality agreement prohibiting

the disclosure of any L&F confidential

information.

i. Reckitt & Colman shall not change

the composition of the management

team and the independent auditor/

manager shall have the power to remove

employees only for cause.

j. All material transactions, out of the

ordinary course of business and not

precluded by Paragraph 5 hereof, shall

be subject to a majority vote of the

management team. In case of a tie, the

independent auditor/manager shall cast

the deciding vote.

k. Reckitt & Colman shall establish

written procedures to be approved by

the independent auditor/manager,

covering the management, maintenance,

and independence of L&F and the

conduct of the management team in

accordance with this Consent

Agreement.

l. All earnings and profits of L&F shall

be retained separately by L&F. If

necessary, Reckitt & Colman shall

provided L&F with sufficient working

capital to operate at the rate of operation

in effect during the twelve (12) months

preceding the date of this Hold

Separate.

m. Reckitt & Colman shall cause L&F

to continue to expend funds for the

advertising, trade promotion, and

product development of L&F products at

levels not lower than those budgeted for

1995 and 1996, and shall increase such

spending as deemed reasonably

necessary by the management team in

light of competitive conditions. If

necessary, Reckitt & Colman shall

provide L&F with any funds to

accomplish the foregoing.

n. If the independent auditor/manager

ceases to act or fails to act diligently, a

substitute independent auditor/manager

shall be appointed in the same manner

as provided in subparagraph 5.d of this

Hold Separate. Any replacement for

independent auditor/manager shall be

appointed with the consent of the

Commission.

o. The management team and the

independent auditor/manager shall

serve at the cost and expense of Reckitt

& Colman. Reckitt & Colman shall

indemnify the management team and

the independent auditor/manager

against any losses or claims of any kind

that might arise out of involvement

under this Hold Separate, except to the

extent that such losses or claims result

from misfeasance, gross negligence,

willful or wanton acts, or bad faith by

the management team or the

independent auditor/manager.

p. The independent auditor/manager

shall report in writing to the

Commission every thirty (30) days

concerning the efforts to accomplish the

purposes of this Hold Separate.

6. Should the Commission seek in any

proceeding to compel Reckitt & Colman

to divest itself of the Carpet Deodorizer

Assets or the Rug Cleaning Assets or any

additional assets, as provided in the

Consent Agreement, or to seek any other

equitable relief, Reckitt & Colman shall

not raise any objection based on the

expiration of the applicable Hart-ScottRodino Antitrust Improvements Act

waiting period or the fact that the

Commission has permitted the

Acquisition. Reckitt & Colman also

waives all rights to contest the validity

of this Hold Separate.

7. For the purpose of determining or

securing compliance with this Hold

Separate, subject to any legally

recognized privilege, and upon written

request with reasonable notice to Reckitt

& Colman made to its principal office in

the United States, Reckitt & Colman

shall permit any duly authorized

representative or representatives of the

Commission:

a. Access, during office hours and in

the presence of counsel, to inspect and

copy all books, ledgers, accounts,

correspondence, memoranda, and other

records and documents in the

possession or under the control of

Reckitt & Colman or L&F relating to

compliance with this Hold Separate;

and

b. Upon five (5) days’ notice to Reckitt

& Colman, and without restraint or

interference from it, to interview officers

or employees of Reckitt & Colman or

L&F, who may have counsel present,

regarding any such matters.

8. This Hold Separate shall not be

binding until approved by the

Commission.

Appendix A—Divestiture and

Requirement for Confidentiality

Reckitt & Colman has entered into a

Consent Order and Hold Separate

Agreement with the Federal Trade

Commission relating to the divestiture

of certain Reckitt & Colman carpet

deodorizer assets and products,

including Carpet Fresh, Rug Fresh,

Botanicals, and Airwick Neutra Air; or

alternatively, if that divestiture is not

accomplished within six months, the

additional divestiture of certain Reckitt

& Colman air freshener assets and

products, including Airwick, Stick Ups,

Air Waves, Wizard, Botanicals, and

Airwick Neutra Air. Until such

divestitures as are required by the

Consent Order are accomplished, the

Reckitt & Colman carpet deodorizer

assets and products, including Carpet

Fresh, Rug Fresh, Botanicals, and

Airwick Neutra Air, and the Reckitt &

Colman air freshener assets and

products, including Airwick, Stick Ups,

Air Waves, Wizard, Botanicals, and

Airwick Neutra Air must be managed

and maintained as a separate, ongoing

business, independent of all other

competing lines of Reckitt & Colman as

provided by the Agreement to Hold

Separate. All competitive information

relating to these product lines must be

retained and maintained by the persons

responsible for the management of these

products on a confidential basis and

such persons shall be prohibited from

providing, discussing, exchanging,

circulating or otherwise furnishing any

such information to or with any other
3246 Federal Register / Vol. 60, No. 9 / Friday, January 13, 1995 / Notices

person whose employment involves any

competing Reckitt & Colman carpet

deodorizer or air freshener product.

Similarly, all persons responsible for the

management of any competing Reckitt &

Colman carpet deodorizer product or air

freshener product shall be prohibited

from providing, discussing, exchanging,

circulating or otherwise furnishing any

such information to or with any other

person responsible for the Carpet Fresh,

Rug Fresh, Botanicals, or Airwick

Neutra Air carpet deodorizer products,

or Airwick, Stick Ups, Air Waves,

Wizard, Botanicals, and Airwick Neutra

Air air freshener products.

Any violation of the Consent Order or

the Hold Separate Agreement,

incorporated by reference as part of the

Consent Order, subjects the violator to

civil penalties and other relief as

provided by law.

Analysis of Proposed Consent Order To

Aid Public Comment

The Federal Trade Commission

(‘‘Commission’’) has accepted subject to

final approval an agreement containing

a proposed consent order from Reckitt &

Colman plc (‘‘Reckitt & Colman’’) to

resolve competitive concerns with the

proposed acquisition of certain assets

and liabilities of the household

products, professional products and

personal products businesses of L&F

Products Inc. Under the proposed order,

Reckitt & Colman would divest assets

relating to its carpet deodorizer

products business and its rug cleaning

products business (respectively, the

‘‘Carpet Deodorizer Assets’’ and the

‘‘Rug Cleaning Assets’’).

The proposed consent order has been

placed on the public record for sixty

(60) days for reception of comments by

interested persons. Comments received

during this period will become part of

the public record. After sixty (60) days,

the Commission will review the

agreement and the comments received

and will decide whether to withdraw

from the agreement or make final the

agreement’s proposed order.

The draft complaint alleges that the

proposed acquisition, if consummated,

would violate Section 7 of the Clayton

Act, 15 U.S.C. § 18, as amended, and

Section 56 of the FTC Act, 15 U.S.C.

§ 45, as amended, in the market for

carpet deodorizers. Additionally,

Reckitt & Colman is already subject to

a Commission order issued to settle

charges that its previous acquisition of

the Boyle-Midway Division of American

Home Products Corporation violated

Section 7 of the Clayton Act, 15 U.S.C.

§ 18, as amended, and Section 5 of the

FTC Act, 15 U.S.C. § 45, as amended (In

the Matter of Reckitt & Colman plc, FTC

Docket No. C–3306). The Order in

Docket No. C–3306 provides that for a

period of ten (10) years Reckitt &

Colman shall not acquire, without the

prior approval of the Commission, any

interest in, stock of, or any assets used

in the rug cleaning products business.

The proposed consent order would

remedy the violation alleged in the draft

complaint by requiring the divestiture of

the Carpet Deodorizer Assets.

Additionally, the proposed order would

allow Reckitt & Colman to acquire L&F

with the required prior approval of the

Commission on the condition that

Reckitt & Colman divest the Rug

Cleaning Assets.

The proposed order would require

Reckitt & Colman to divest the Carpet

Deodorizer Assets within six (6) months

after the proposed order becomes final.

The proposed order also would require

Reckitt & Colman to divest the Rug

Cleaning Assets within six (6) months

after the Commission approves Reckitt &

Colman’s acquisition of L&F pursuant to

the Order in Docket No. C–3306.

Reckitt & Colman would also be

required to divest, at the option of the

acquirer of the Carpet Deodorizer

Assets, the rights to use the Airwick

brand name in connection with the

manufacture and sale of carpet

deodorizer products. In addition,

Reckitt & Colman would be required to

divest manufacturing equipment and

facilities associated with the Carpet

Deodorizer Assets and Rug Cleaning

Assets at the acquirer(s)’ option.

To help ensure the viability of the

Carpet Deodorizer Assets and the Rug

Cleaning Assets, Reckitt & Colman

would be required to provide such

personnel, information, assistance,

advice, and training as are necessary to

transfer these assets pursuant to the

order and establish these businesses as

viable, ongoing concerns. In addition,

Reckitt & Colman would be required to

assist the acquirer(s) in obtaining

approvals for the transfer of all

registrations, leases, licenses,

certifications, permits, or other similar

documents relating to the Carpet

deodorizer Assets and the Rug Cleaning

Assets.

If Reckitt & Colman fails to divest the

Carpet Deodorizer Assets during the

allotted time, a trustee could be

appointed to divest, within twelve (12)

months, the Carpet Deodorizer Assets

and, in addition, assets relating to

Reckitt & Colman’s air freshener

products business (‘‘Air Freshener

Assets’’). If Reckitt & Colman does not

divest the Rug Cleaning Assets within

the allotted time, a trustee could be

appointed to divest, within twelve (12)

months, the Rug Cleaning Assets and, in

addition, assets relating to Reckitt &

Colman’s Woolite fabric care products

business (‘‘Woolite Assets’’). If, at the

end of twelve months, the trustee

submitted a plan of divestiture or

believed that divestiture could be

achieved within a reasonable time, the

time period for divestiture could be

extended by the Commission, or, in the

case of a court-appointed trustee, by the

court. The Commission, however, may

extend this period only two (2) times.

A Hold Separate Agreement signed by

a Reckitt & Colman provides that until

divestiture of the Carpet Deodorizer

Assets is completed, the Reckitt &

Colman Carpet Deodorizer Assets and

Air Freshener Assets businesses shall be

held separate from and operated

independently of Reckitt & Colman. The

Hold Separate Agreement also provides

that until the divestiture of the Rug

Cleaning Assets required by the

proposed order is completed, the L&F

businesses being acquired by Reckitt &

Colman shall be held separate from and

operated independently of Reckitt &

Colman.

The proposed order would require

Reckitt & Colman, for a period of ten

(10) years, to obtain the prior approval

of the Commission before acquiring any

interest in any other company engaged

in the development, production,

distribution, or sale for resale of carpet

deodorizer products in the United

States.

Under the proposed order, Reckitt &

Colman would be required to provide to

the Commission reports of its

compliance with the divestiture

provisions of the order sixty (60) days

after the order becomes final and every

sixty (60) days thereafter, until the

divestitures have been completed.

Additionally, one year from the date

the order becomes final and annually

thereafter for nine (9) years, Reckitt &

Colman would be required to provide to

the Commission a report of its

compliance with the order.

The purpose of this analysis is to

facilitate public comment on the

proposed order, and it is not intended

to constitute an official interpretation of

the agreement and proposed order or to

modify in any way their terms.

Donald S. Clark,

Secretary.

[FR Doc. 95–759 Filed 1–12–95; 8:45 am]

BILLING CODE 6750–01–M