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2. Fortune Financial Corporation, the voting shares of Community West requesting that any comment filed in Arnold, Missouri; to become a bank Bancshares, Goleta, California, and paper form be sent by courier or holding company by acquiring 100 thereby indirectly acquire voting shares overnight service, if possible, because percent of the voting shares of of Community West Bank, National U.S. postal mail in the Washington area FortuneBank, Arnold, Missouri (in Association, Goleta, California. and at the Commission is subject to organization). 2. Fortune Financial Corporation, delay due to heightened security Board of Governors of the Federal Reserve Arnold, Missouri; to become a bank precautions. Comments that do not System, October 3, 2005. holding company by acquiring 100 contain any nonpublic information may Robert deV. Frierson, percent of the voting shares of instead be filed in electronic form as Deputy Secretary of the Board. FortuneBank, Arnold, Missouri (in part of or as an attachment to email messages directed to the following email [FR Doc. E5–5490 Filed 10–5–05; 8:45 am] organization). box: [email protected]. BILLING CODE 6210–01–S Board of Governors of the Federal Reserve System, October 3, 2005. The FTC Act and other laws the Commission administers permit the Robert deV. Frierson, collection of public comments to FEDERAL RESERVE SYSTEM Deputy Secretary of the Board. consider and use in this proceeding as [FR Doc. E5–5491 Filed 10–5–05; 8:45 am] Formations of, Acquisitions by, and appropriate. All timely and responsive Mergers of Bank Holding Companies BILLING CODE 6210–01–S public comments, whether filed in paper or electronic form, will be The companies listed in this notice considered by the Commission, and will have applied to the Board for approval, FEDERAL TRADE COMMISSION be available to the public on the FTC pursuant to the Bank Holding Company Web site, to the extent practicable, at Act of 1956 (12 U.S.C. 1841 et seq.) [File No. 051 0115] http://www.ftc.gov. As a matter of (BHC Act), Regulation Y (12 CFR part The Procter & Gamble Company and discretion, the FTC makes every effort to 225), and all other applicable statutes The Gillette Company; Analysis of remove home contact information for and regulations to become a bank Agreement Containing Consent Orders individuals from the public comments it holding company and/or to acquire the receives before placing those comments to Aid Public Comment assets or the ownership of, control of, or on the FTC Web site. More information, the power to vote shares of a bank or AGENCY: Federal Trade Commission. including routine uses permitted by the bank holding company and all of the ACTION: Proposed consent agreement. Privacy Act, may be found in the FTC’s banks and nonbanking companies privacy policy, at http://www.ftc.gov/ owned by the bank holding company, SUMMARY: The consent agreement in this ftc/privacy.htm. including the companies listed below. matter settles alleged violations of FOR FURTHER INFORMATION CONTACT: The applications listed below, as well federal law prohibiting unfair or Norman Armstrong, Jr., Bureau of as other related filings required by the deceptive acts or practices or unfair Competition, 600 Pennsylvania Avenue, Board, are available for immediate methods of competition. The attached NW., Washington, DC 20580, (202) 326– inspection at the Federal Reserve Bank Analysis to Aid Public Comment 2072. indicated. The application also will be describes both the allegations in the SUPPLEMENTARY INFORMATION: Pursuant available for inspection at the offices of draft complaint and the terms of the to section 6(f) of the Federal Trade the Board of Governors. Interested consent order—embodied in the consent Commission Act, 38 Stat. 721, 15 U.S.C. persons may express their views in agreement—that would settle these 46(f), and § 2.34 of the Commission writing on the standards enumerated in allegations. Rules of Practice, 16 CFR 2.34, notice is the BHC Act (12 U.S.C. 1842(c)). If the DATES: hereby given that the above-captioned proposal also involves the acquisition of Comments must be received on or before October 29, 2005. consent agreement containing a consent a nonbanking company, the review also order to cease and desist, having been ADDRESSES: includes whether the acquisition of the Interested parties are filed with and accepted, subject to final nonbanking company complies with the invited to submit written comments. approval, by the Commission, has been standards in section 4 of the BHC Act Comments should refer to ‘‘Procter & placed on the public record for a period (12 U.S.C. 1843). Unless otherwise Gamble, et al., File No. 051 0115,’’ to of thirty (30) days. The following noted, nonbanking activities will be facilitate the organization of comments. Analysis to Aid Public Comment conducted throughout the United States. A comment filed in paper form should describes the terms of the consent Additional information on all bank include this reference both in the text agreement, and the allegations in the holding companies may be obtained and on the envelope, and should be complaint. An electronic copy of the from the National Information Center mailed or delivered to the following full text of the consent agreement Web site at http://www.ffiec.gov/nic/. address: Federal Trade Commission/ package can be obtained from the FTC Unless otherwise noted, comments Office of the Secretary, Room 159–H, Home Page (for September 30, 2005), on regarding each of these applications 600 Pennsylvania Avenue, NW., the World Wide Web, at http:// must be received at the Reserve Bank Washington, DC 20580. Comments www.ftc.gov/os/2005/09/index.htm. A indicated or the offices of the Board of containing confidential material must be paper copy can be obtained from the Governors not later than October 31, filed in paper form, must be clearly FTC Public Reference Room, Room 130– 2005. labeled ‘‘Confidential,’’ and must H, 600 Pennsylvania Avenue, NW., comply with Commission Rule 4.9(c). Washington, DC 20580, either in person A. Federal Reserve Bank of St. Louis 1 16 CFR 4.9(c) (2005). The FTC is or by calling (202) 326–2222. (Glenda Wilson, Community Affairs Public comments are invited, and may 1 Officer) 411 Locust Street, St. Louis, The comment must be accompanied by an be filed with the Commission in either Missouri 63166-2034: explicit request for confidential treatment, including the factual and legal basis for the request, 1. First Banks, Inc., Hazelwood, and must identify the specific portions of the Commission’s General Counsel, consistent with Missouri; to acquire an additional 8.52 comment to be withheld from the public record. applicable law and the public interest. See percent, for a total of 24.99 percent, of The request will be granted or denied by the Commission Rule 4.9(c), 16 CFR 4.9(c).
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paper or electronic form. All comments Consistent with the well-established supplier of men’s AP/DOs under its Old should be filed as prescribed in the approach to merger analysis, we have Spice brand. ADDRESSES section above, and must be determined the appropriate product Gillette, based in Boston, received on or before the date specified markets in which to analyze the likely Massachusetts, is also one of the world’s in the DATES section. competitive effects of the proposed leading suppliers of consumer products. merger. Staff initially examined whether Gillette had total worldwide net sales of Analysis of Agreement Containing the combination of the two companies’ approximately $10.5 billion in its 2004 Consent Order to Aid Public Comment broad array of consumer products fiscal year. Like P&G, Gillette is one of I. Introduction would be likely to have anticompetitive the leading suppliers of oral care effects, including not only increased products in the United States with its The Procter & Gamble Company (‘‘P&G’’) and The Gillette Company prices in the short term but also the Oral-B and Oral-B Braun line of (‘‘Gillette’’) are both leading suppliers of creation of entry barriers that could manual, battery-powered, and consumer products worldwide. P&G affect price and innovation in the long rechargeable toothbrushes, and its Oral- B Rembrandt and Rembrandt line proposes to acquire Gillette. The Federal term. In particular, staff investigated of at-home teeth whitening products. Trade Commission (‘‘Commission’’) has whether the combined entity would Gillette is also a leading supplier of accepted, subject to final approval, an have an increased ability to exploit its men’s AP/DOs under its Right Guard Agreement Containing Consent Orders position as a so-called ‘‘category and Gillette Series brands. (‘‘Consent Agreement’’) from P&G and manager’’ or ‘‘category captain,’’ in Gillette. The purpose of the Consent order to obtain premium retailer shelf III. At-Home Teeth Whitening Products Agreement is to remedy the space and potentially exclude or disadvantage competitors in various One of the relevant markets in which anticompetitive effects that would to assess the competitive effects of the otherwise result from P&G’s proposed broad categories, like oral care or AP/ DO. Proposed Acquisition is the United acquisition. Under the terms of the States market for at-home teeth Consent Agreement, the parties will be The investigation has disclosed, whitening products. At-home teeth required to divest: (1) Gillette’s however, that most retailers do not look whitening products whiten teeth by Rembrandt at-home teeth whitening at broad categories, like oral care and bleaching them with either hydrogen or TM business; (2) P&G’s Crest SpinBrush AP/DO, when they decide which carbamide peroxide. These products are battery-powered and rechargeable products to stock and sell. They typically sold over-the-counter through toothbrush business; and (3) Gillette’s generally make decisions on individual food, drug, club, and mass merchandise Right Guard men’s antiperspirant/ products (e.g., men’s AP/DO), that are channels and are marketed to be used by deodorant (‘‘AP/DO’’) business. In perceived to be close substitutes within the consumer at home. There are several addition, P&G is required to amend its these broad categories. One supplier different types of at-home teeth joint venture agreement with Philips may be preferred for an individual whitening products, including strips, Oral Healthcare, Inc. (‘‘Philips’’) product even though another supplier is gels, pens and sticks, although strip and regarding the Crest Sonicare preferred for other products in the broad gel products account for the vast IntelliClean System (‘‘IntelliClean’’) category. Moreover, most retailers are majority of sales of at-home teeth rechargeable toothbrush. likely to employ different category whitening products in the United States. The proposed Consent Agreement has captains to assist them on a product-by- The United States market for at-home been placed on the public record for product basis within the broad teeth whitening products is highly thirty (30) days to solicit comments categories. We have therefore concluded concentrated, with P&G and Gillette as from interested people. Comments that the loss of competition between the the two largest suppliers in this market received during this period will become merging parties in broad categories is and the only two significant suppliers of part of the public record. After thirty unlikely to cause competitive harm. We branded strips. P&G is the market leader (30) days, the Commission will again have instead focused on individual with its Crest Whitestrips and Crest review the proposed Consent Agreement products within the broad categories. Night Effects products, while Gillette and the comments received, and will These individual product markets is the second leading supplier with its decide whether it should withdraw from include at-home teeth whitening, Oral-B Rembrandt and Rembrandt the proposed Consent Agreement or battery-powered toothbrushes, and products. Together, the parties account make it final. men’s AP/DO. The Commission has for over 80% of the sales in this market. Pursuant to an Agreement and Plan of sought and obtained relief in these The Proposed Acquisition would Merger dated January 27, 2005, P&G relevant markets. significantly increase concentration in proposes to acquire 100 percent of the II. The Parties the United States market for at-home voting securities of Gillette in a teeth whitening products, leaving P&G transaction valued at approximately $57 Headquartered in Cincinnati, Ohio, as the dominant supplier. By billion (‘‘Proposed Acquisition’’). The P&G is one of the largest and most eliminating competition between the Commission’s Complaint alleges that diversified suppliers of consumer two leading suppliers, the Proposed the Proposed Acquisition, if products in the world. In 2004, P&G had Acquisition would likely result in consummated, would violate Section 7 worldwide net sales of approximately higher prices, reduced innovation, and of the Clayton Act, as amended, 15 $51.4 billion. With its Crest line of fewer product choices for consumers in U.S.C. 18, and Section 5 of the Federal products, P&G is one of the leading this market. Trade Commission Act, as amended, 15 suppliers of oral care products in the U.S.C. 45, by lessening competition in United States. The Crest family of IV. Adult Battery-Powered the United States markets for the products includes the Crest Toothbrushes research, development, manufacture, WhitestripsTM and Crest Night A second relevant product market in distribution, and sale of at-home teeth EffectsTM lines of at-home teeth which to assess the competitive effects whitening products, adult battery- whitening products and the Crest of the Proposed Acquisition is the powered toothbrushes, rechargeable SpinBrushTM line of battery-powered United States market for adult battery- toothbrushes, and men’s AP/DOs. toothbrushes. P&G is also a leading powered toothbrushes. Adult battery-
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powered toothbrushes are usually the Oral-B Braun brand name, while higher prices and fewer product choices powered by AA or AAA batteries and Philips sells mostly mid-to high-end for consumers in this market. either have oscillating or pulsating products under the Philips Sonicare VII. Entry brush heads. The majority of adult brand name. Philips and P&G also have battery-powered toothbrushes are sold a joint venture to co-develop and co- Entry into the United States at-home at retail for between $5 and $8, and the market the IntelliClean product, the first teeth whitening, adult battery-powered batteries and brush heads can be integrated toothbrush/dentifrice product toothbrush, rechargeable toothbrush, replaced on some, but not all, products. (i.e., toothbrush that self dispenses and men’s AP/DO markets is unlikely to Adult battery-powered toothbrushes are toothpaste) sold in the United States. As deter or counteract the anticompetitive typically marketed as upgrades over a result, the Proposed Acquisition effects of the Proposed Acquisition. manual toothbrushes and are more would allow P&G to acquire the only Entry into these markets is difficult and affordable than sophisticated significant competitor to its joint time-consuming and would require the rechargeable toothbrushes. venture partner, Philips, thereby investment of extremely high sunk costs The United States market for adult reducing P&G’s incentives to support to, among other things, develop battery-powered toothbrushes is highly the IntelliClean product. The agreement products, provide advertising and concentrated. P&G and Gillette are the between Philips and P&G also contains promotional funding, establish a strong two largest suppliers in this market. non-compete provisions that, if the brand name, and create a distribution P&G markets its adult battery-powered Proposed Acquisition were network. A new entrant also faces the products under the Crest SpinBrushTM consummated, could harm consumers. difficult task of convincing retailers to brand name, while Gillette sells its adult The Proposed Acquisition would carry their products. battery-powered products under the eliminate P&G’s incentive to fully VIII. The Consent Agreement Oral-B brand name. Gillette also support and promote the IntelliClean The Consent Agreement effectively dominates the adult high-priced manual product and create a situation where the and low-priced rechargeable toothbrush remedies the Proposed Acquisition’s only two suppliers in the market are anticompetitive effects in the relevant segments, which are the segments most subject to non-compete provisions. likely to capture any switching away markets discussed above. The Consent Accordingly, the Proposed Acquisition Agreement preserves competition in from adult battery-powered would likely result in higher prices, toothbrushes in the face of a price these markets by requiring the reduced innovation, and fewer product divestiture of: (1) The Rembrandt at- increase. Together, the parties account choices for consumers in this market. for over 85% of the sales in the United home teeth whitening business to a States adult battery-powered toothbrush VI. Men’s AP/DOs Commission-approved acquirer; (2) the Crest SpinBrush battery-powered market. A fourth relevant product market in The Proposed Acquisition would business to Church & Dwight Company, which to assess the competitive effects significantly increase concentration in Inc. (‘‘Church & Dwight’’); and (3) the of the Proposed Acquisition is the the United States market for adult Right Guard business to a Commission- United States market for men’s AP/DOs. 2 battery-powered toothbrush products, approved acquirer. In addition, the leaving P&G as the dominant supplier. An antiperspirant is a substance that is Consent Agreement requires P&G to By eliminating competition between the used to prevent or reduce underarm amend its joint venture agreement to two leading suppliers, the Proposed sweating. A deodorant is a substance allow Philips to independently market Acquisition would likely result in that is used to suppress underarm odor. and sell the IntelliClean product. higher prices, reduced innovation, and These ingredients are typically The divestiture of the Rembrandt fewer product choices for consumers in combined together for complete business must take place within three this market. underarm protection. AP/DOs are (3) months and the Right Guard typically gender-specific and sold in business within four (4) months after V. Rechargeable Toothbrushes various forms, including roll-ons, the date the order becomes final. The A third relevant product market in traditional solids, invisible solids, gels, Commission’s goal in evaluating which to assess the competitive effects and aerosols. Men’s AP/DOs are unique possible purchasers of divested assets is of the Proposed Acquisition is the in, among other things, their packaging, to ensure that the competitive United States market for rechargeable fragrances, marketing, formulations, and environment that existed prior to the toothbrushes. Rechargeable location on the shelf. acquisition is maintained. A proposed toothbrushes contain a rechargeable The United States market for men’s acquirer of divested assets must not battery that powers high-speed AP/DOs is highly concentrated. P&G itself present competitive problems. oscillating, pulsating, or vibrating brush and Gillette are the two largest suppliers Should the parties fail to accomplish the heads. They have a separate recharging of men’s AP/DOs in the United States. divestiture within the time and in the unit that plugs into an electrical outlet P&G markets its men’s AP/DOs under manner required by the Consent to recharge the battery contained in the the Old Spice brand name, while Agreement, the Commission may toothbrush. Brush heads for these Gillette sells its products under the appoint a trustee to divest these assets. products are almost always replaceable. Right Guard and Gillette Series’ brand If approved, the trustee would have the Rechargeable toothbrushes typically are names. Combined, the Respondents exclusive power and authority to sold at retail for between $20 and $150, account for well over 50% of the sales accomplish the divestiture within one and are marketed as the premium in this highly concentrated market. year of being appointed, subject to any brushing option for consumers. Accordingly, the Proposed necessary extensions by the The United States market for Acquisition would significantly increase Commission. The Consent Agreement rechargeable toothbrushes is highly concentration in the United States concentrated with only two suppliers, market for men’s AP/DOs, leaving P&G 2 The Rembrandt business that will be divested Gillette and Philips, accounting for as the dominant supplier. By includes all of Gillette’s existing and future teeth whitening products. For viability reasons, the virtually all of the sales of these eliminating competition between the purchaser of the Right Guard business will have the products. Gillette markets a full line of two leading suppliers, the Proposed option of acquiring certain manufacturing assets rechargeable toothbrush products under Acquisition would likely result in and/or Gillette’s Soft & Dri and Dry Idea assets.
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requires the parties to provide the retailers and dental professionals, labeled ‘‘Confidential,’’ and must trustee with access to information thereby enabling it to be a successful comply with Commission Rule 4.9(c). related to, among other things, the acquirer of the SpinBrush assets. 16 CFR 4.9(c) (2005).1 The FTC is Rembrandt and Right Guard businesses The Consent Agreement also requires requesting that any comment filed in as necessary to fulfill his or her P&G to amend its joint venture paper form be sent by courier or obligations. agreement with Philips regarding overnight service, if possible, because The Order to Maintain Assets that is IntelliClean. The amended agreement, U.S. postal mail in the Washington area included in the Consent Agreement which is an attachment to the order, and at the Commission is subject to requires that P&G and Gillette maintain allows Philips to independently market delay due to heightened security the viability of the Rembrandt and Right and sell IntelliClean. The amended precautions. Comments that do not Guard businesses as competitive agreement also eliminates all non- contain any nonpublic information may operations until the businesses are compete provisions allowing both P&G instead be filed in electronic form as transferred to Commission-approved and Philips to develop and sell future part of or as an attachment to e-mail acquirers.3 The Commission has rechargeable toothbrush products. messages directed to the following e- approved Edward Gold of The purpose of this analysis is to mail box: [email protected]. PricewaterhouseCoopers as the Interim facilitate public comment on the The FTC Act and other laws the Monitor pursuant to the Consent Consent Agreement, and is not intended Commission administers permit the Agreement to ensure that P&G and to constitute an official interpretation of collection of public comments to Gillette comply with the provisions of the proposed Decision and Order or the consider and use in this proceeding as the Order. Order to Maintain Assets, or to modify appropriate. All timely and responsive There are also several provisions of their terms in any way. public comments, whether filed in paper or electronic form, will be the Consent Agreement designed to By direction of the Commission, with ensure the success of the divestiture of Chairman Majoras and Commissioner considered by the Commission, and will the Crest SpinBrush business to Church Harbour recused. be available to the public on the FTC & Dwight. First, the Consent Agreement Donald S. Clark, Web site, to the extent practicable, at http://www.ftc.gov. As a matter of requires P&G to divest its rights and Secretary. assets relating to adult battery-powered discretion, the FTC makes every effort to [FR Doc. 05–20043 Filed 10–5–05; 8:45 am] toothbrushes, including all research and remove home contact information for development data, sales and marketing BILLING CODE 6750–01–U individuals from the public comments it materials, and intellectual property. receives before placing those comments on the FTC Web site. More information, Second, P&G will provide Church & FEDERAL TRADE COMMISSION Dwight with a license to the Crest including routine uses permitted by the trademark, subject to minimum [File No. 052 3136] Privacy Act, may be found in the FTC’s protections under trademark law, for privacy policy, at http://www.ftc.gov/ use with the SpinBrush brand name that Superior Mortgage Corporation; ftc/privacy.htm. will be acquired outright by Church & Analysis of Proposed Consent Order FOR FURTHER INFORMATION CONTACT: Dwight. These provisions are designed To Aid Public Comment Jessica Rich, Bureau of Consumer to ensure that Church & Dwight can AGENCY: Federal Trade Commission. Protection, 600 Pennsylvania Avenue, successfully transition the Crest ACTION: Proposed consent agreement. NW., Washington, DC 20580, (202) 326– SpinBrush family of products to a brand 3224. name of its choosing. Third, the Consent SUMMARY: The consent agreement in this SUPPLEMENTARY INFORMATION: Pursuant Agreement allows, and provides matter settles alleged violations of to section 6(f) of the Federal Trade incentives for, P&G to render Federal law prohibiting unfair or Commission Act, 38 Stat. 721, 15 U.S.C. transitional services to Church & Dwight deceptive acts or practices or unfair 46(f), and § 2.34 of the Commission and retailers for a period of time to methods of competition. The attached Rules of Practice, 16 CFR 2.34, notice is ensure the continuity and competitive Analysis to Aid Public Comment hereby given that the above-captioned viability of the products. describes both the allegations in the consent agreement containing a consent The Commission is satisfied that draft complaint and the terms of the order to cease and desist, having been Church & Dwight is a well-qualified consent order—embodied in the consent filed with and accepted, subject to final acquirer of the Crest SpinBrush agreement—that would settle these approval, by the Commission, has been business. Church & Dwight sells a allegations. placed on the public record for a period variety of consumer products DATES: Comments must be received on of thirty (30) days. The following throughout the world, including oral or before October 27, 2005. Analysis to Aid Public Comment care, personal care, and household ADDRESSES: describes the terms of the consent products, and had total worldwide net Interested parties are invited to submit written comments. agreement, and the allegations in the sales of approximately $1.5 billion in complaint. An electronic copy of the 2004. The company owns several well- Comments should refer to ‘‘Superior Mortgage, File No. 052 3136,’’ to full text of the consent agreement known oral care brands, such as Arm & package can be obtained from the FTC facilitate the organization of comments. Hammer , Aim , and MentadentTM, A comment filed in paper form should Home Page (for September 28, 2005), on and currently sells a variety of oral care include this reference both in the text the World Wide Web, at http:// products, including toothpaste and and on the envelope, and should be manual toothbrushes. Because of its 1 mailed or delivered to the following The comment must be accompanied by an existing business, Church & Dwight explicit request for confidential treatment, address: Federal Trade Commission/ already has an experienced sales force including the factual and legal basis for the request, Office of the Secretary, Room 159-H, and must identify the specific portions of the that has relationships with major 600 Pennsylvania Avenue, NW., comment to be withheld from the public record. The request will be granted or denied by the 3 The Order to Maintain Assets also requires that Washington, DC 20580. Comments Commission’s General Counsel, consistent with P&G and Gillette maintain the viability of the Soft containing confidential material must be applicable law and the public interest. See & Dri and Dry Idea businesses. filed in paper form, must be clearly Commission Rule 4.9(c), 16 CFR 4.9(c).
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