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comments will be considered by the The Commission’s complaint charges Education regarding such activity shall Commission and will be available for that the proposed respondents falsely be controlling. inspection and copying at its principal represented that information collection Part III of the orders prohibits the office in accordance with section from high school students through the proposed respondents from using or 4.9(b)(6)(ii) of the Commission’s Rules survey is shared only with colleges, disclosing for any noneducational- of Practice, 16 CFR 4.9(b)(6)(ii)). universities, and other entities related marketing purpose any providing education-related services personally identifiable information that Analysis of Proposed Consent Orders when, in fact, such information is also was collected through surveys To Aid Public Comment shared with commercial entities for distributed prior to the date of service The Federal Trade Commission has marketing purposes. The complaint also of the orders. In addition to the accepted agreements, subject to final alleges that the proposed respondents educational purposes excepted from the approval, to (1) a proposed consent falsely represented that the survey is definition of ‘‘noneducational-related order from the National Research Center funded solely by educational marketing purpose,’’ Part III also for College and University Admissions, institutions when, in fact, the survey permits the proposed respondents to use Inc. (‘‘NRCCUA’’) and its officer Don M. also receives substantial funding from such information for the purpose of (a) Munce (‘‘Munce’’), and (2) a proposed ASL, a commercial entity. job recruitment, (b) the provision of consent order from American Student Part I of the consent orders prohibits student loans, or (c) the provision of List, LLC (‘‘ASL’’). The proposed orders the proposed respondents, in standardized test preparation services. are substantively identical. NRCCUA is connection with the collection of The remainder of the proposed orders a student survey company that supplies personally identifiable information from contains standard requirements that the student data to colleges and universities an individual, from misrepresenting (1) proposed respondents maintain copies and other entities for recruitment and how such information is collected or of privacy statements and other marketing purposes. ASL is a will be used or disclosed, or (2) how the documents relating to the collection, use commercial list broker that supplies collection of such information is or disclosure of personally identifiable names for youth marketing campaigns. funded. Part II of the orders prohibits information; distribute copies of the The proposed consent orders have the proposed respondents, in orders to certain company officials and been placed on the public record for connection with the collection of employees; notify the Commission of thirty (30) days for receipt of comments personally identifiable information from any change in the corporation that may by interested persons. Comments students for any ‘‘noneducational- affect compliance obligations under the received during this period will become related marketing purpose,’’ from using order, and file one or more reports part of the public record. After thirty or disclosing such information unless detailing their compliance with the (30) days, the Commission will again they disclose (1) the existence and orders. Part VIII of the proposed orders review the agreements and the nature of such noneducational-related is a provision whereby the orders, comments received and will decide marketing purpose, and (2) the types or absent certain circumstances, terminate whether it should withdraw from the categories of any entities to which the twenty years from the date of issuance. agreements and take other appropriate information will be disclosed. The purpose of this analysis is to action or make final the agreements’ The proposed orders define facilitate public comment on the proposed orders. ‘‘noneducational-related marketing proposed orders, and is not intended to This matter concerns representations purpose’’ to mean for the purpose of constitute an official interpretation of made about how detailed, personal marketing products or services, or the agreements and proposed orders or information collected from high school selling personally identifiable to modify in any way their terms. students through a survey would be information from or about an individual These proposed orders, if issued in used, and how the survey is funded. for use in marketing products or final form, will resolve the claims The proposed respondents distribute a services to individuals. The definition alleged in the complaint against the survey to high school teachers and specifically excludes the use of personal named respondents. It is not the guidance counselors with the request information in connection with certain Commission’s intent that acceptance of that they have their students complete activities determined to be ‘‘educational these consent agreements and issuance the survey. The survey collects from products or services’’ under the recently of final decisions and orders will release students personal information including enacted No Child Left Behind Act, any claims against any unnamed name, address, age, race, religious namely (a) college or postsecondary persons or entities associated with the affiliation, and academic, career, and education recruitment, or military conduct described in the complaint. athletic interests. NRCCUA and Munce recruitment; (b) book clubs, magazines, By direction of the Commission. then Market personal information and programs providing access to low- Donald S. Clark, collected through the survey primarily cost literary products; (c) curriculum Secretary. to colleges and universities, which use and instructional materials used by [FR Doc. 02–25757 Filed 10–9–02; 8:45 am] the information to target high school elementary schools and secondary BILLING CODE 6750–01–M students for recruitment purposes. schools; (d) student recognition NRCCUA also provides survey programs; or (e) any other activity information to ASL. ASL uses survey expressly determined under the No FEDERAL TRADE COMMISSION information to create lists of college- Child Left Behind Act or its bound students that it sells to implementing regulations to be an [File No. 021 0123] commercial entities for use in ‘‘educational product or service.’’ In marketing. Such entities include, but are addition, the proposed orders provide Shell Oil Company and Pennzoil- not limited to, consumer products that when determining whether any Quaker State Company; Analysis To manufacturers, credit card companies, specific activity is an ‘‘educational Aid Public Comment direct marketers, list brokers, database product or service,’’ any official, AGENCY: Federal Trade Commission. marketing companies, and advertising written, publicly-disseminated ACTION: Proposed consent agreement. agencies. interpretation by the Department of

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SUMMARY: The consent agreement in this Word) as part of or as an attachment to Pennzoil, headquartered in Houston, matter settles alleged violations of email messages directed to the following Texas, is engaged in the business of federal law prohibiting unfair or email box: [email protected]. manufacturing and marketing deceptive acts or practices or unfair Such comments will be considered by lubricants, car care products, base oils, methods of competition. The attached the Commission and will be available branded and unbranded motor oils, Analysis to Aid Public Comment for inspection and copying at its transmission fluids, gear lubricants, describes both the allegations in the principal office in accordance with greases, automotive polishes, draft complaint that accompanies the Section 4.9(b)(6)(ii) of the Commission’s automotive chemicals, other automotive consent agreement and the terms of the Rules of Practice, 16 CFR 4.9(b)(6)(ii)). products, and specialty industrial consent order—embodied in the consent products. Pennzoil manufactures and agreement—that would settle these Analysis of Proposed Consent Order To markets conventional and synthetic allegations. Aid Public Comment motor oils primarily under the Pennzoil DATES: Comments must be received on I. Introduction and Quaker State brands. Pennzoil is or before October 28, 2002. also engaged in the franchising, The Federal Trade Commission ownership and operation of quick lube ADDRESSES: Comments filed in paper oil change centers under the Jiffy Lube form should be directed to: FTC/Office (‘‘Commission’’ or ‘‘FTC’’) has issued a name. During fiscal year 2001, Pennzoil of the Secretary, Room 159–H, 600 complaint (‘‘Complaint’’) alleging that had worldwide revenues of Pennsylvania Avenue, NW., the proposed merger of Shell Oil approximately $2.3 billion. Washington, DC 20580. Comments filed Company (‘‘Shell’’) and Pennzoil- Pennzoil has a 50/50 joint venture in electronic form should be directed to: Quaker State Company (‘‘Pennzoil’’) with Conoco Inc. called Excel Paralubes [email protected], as (collectively ‘‘Respondents’’) would that operates a base oil refinery located prescribed below. violate section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and section 5 of in Westlake, Louisiana, adjacent to FOR FURTHER INFORMATION CONTACT: the Federal Trade Commission Act, as Conoco’s petroleum products refinery at Dennis Johnson, FTC, Bureau of amended, 15 U.S.C. 45, and has entered Lake Charles, Louisiana. Pennzoil Competition, 600 Pennsylvania Avenue, into an agreement containing consent obtains a substantial portion of its base NW., Washington, DC 20580, (202) 326– oil requirements from its interest in 2712. orders (‘‘Agreement Containing Consent Orders’’) pursuant to which Excel Paralubes. Pennzoil also has a 10- SUPPLEMENTARY INFORMATION: Pursuant Respondents agree to be bound by a year base oil supply agreement with to section 6(f) of the Federal Trade proposed consent order that requires Exxon Mobil Corporation, which Commission Act, 38 Stat. 721, 15 U.S.C. divestiture of certain assets (‘‘Proposed became effective August 1, 2000, as a 46(f), and section 2.34 of the Consent Order’’) and a hold separate result of the Commission’s order in Commission’s Rules of Practice, 16 CFR order that requires Respondents to hold Exxon/Mobil, Docket C–3907 (Jan. 26, 2.34, notice is hereby given that the separate and maintain certain assets 2001). Pursuant to that agreement, above-captioned consent agreement pending divestiture (‘‘Hold Separate Pennzoil is entitled to obtain up to containing a consent order to cease and Order’’). The Proposed Consent Order 6,500 barrels per day of base oil from desist, having been filed with and remedies the likely anticompetitive ExxonMobil, in grades and quantities accepted, subject to final approval, by effects arising from Respondents’ that are proportionate to ExxonMobil’s the Commission, has been placed on the Gulf Coast base oil production. Part of public record for a period of thirty (30) proposed merger, as alleged in the Complaint, and the Hold Separate Order this volume consists of Group II days. The following Analysis to Aid paraffinic base oil, which is the relevant Public Comment describes the terms of preserves competition pending divestiture. market alleged in the Complaint. the consent agreement, and the Pursuant to an agreement and plan of allegations in the complaint. An II. Description of the Parties and the merger dated March 25, 2002, Shell electronic copy of the full text of the Transaction intends to acquire all of the outstanding consent agreement package can be voting securities of Pennzoil. The obtained from the FTC Home Page (for Shell Oil Company, headquartered in transaction is structured such that Shell September 27, 2002), on the World Houston, Texas, is the United States ND, a wholly-owned subsidiary of Shell, Wide Web, at ‘‘http://www.ftc.gov/os/ operating entity for the Royal Dutch/ will acquire the Pennzoil shares and 2002/09/index.htm.’’ A copy can be Shell Group of Companies (collectively then be merged into Pennzoil, with obtained from the FTC Public Reference referred to as ‘‘Shell’’). Shell is engaged Pennzoil surviving as a wholly-owned Room, Room 130–H, 600 Pennsylvania in virtually all aspects of the energy subsidiary of Shell. Each outstanding Avenue, NW., Washington, DC 20580, business, including exploration, common share of Pennzoil will be either in person or by calling (202) 326– production, refining, transportation, converted into the right to receive $22 2222. distribution, and marketing. As part of in cash. Public comments are invited, and may the relief ordered by the Commission in be filed with the Commission in either Chevron/Texaco, Docket C–4923 (Jan. 2, III. The Complaint paper or electronic form. Comments 2002), Texaco divested its interest in The Complaint alleges that the merger filed in paper form should be directed Equilon Enterprises LLC to Shell and its of Shell and Pennzoil would violate to: FTC/Office of the Secretary, Room interest in Motiva Enterprises LLC to section 7 of the Clayton Act, as 159–H, 600 Pennsylvania Avenue, NW., Shell and Saudi Refining Company. amended, 15 U.S.C. 18, and section 5 of DC 20580. If a comment contains Equilon and Motiva are engaged in the the Federal Trade Commission Act, as nonpublic information, it must be filed production, distribution and marketing amended, 15 U.S.C 45, by substantially in paper form, and the first page of the of refined products, including base oil, lessening competition in the refining document must be clearly labeled gasoline, diesel fuel, and other products. and marketing of Group II paraffinic ‘‘confidential.’’ Comments that do not During fiscal year 2001, Shell had base oil in the United States and contain any nonpublic information may worldwide revenues of approximately Canada. To remedy the alleged instead be filed in electronic form (in $135.2 billion and net income of anticompetitive effects of the merger, ASCII format, WordPerfect, or Microsoft approximately $10.9 billion. the Proposed Order requires

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Respondents to divest Pennzoil’s 50% consisting of the United States and IV. Resolution of the Competitive interest in Excel Paralubes, which Canada. There is little Group II Concerns represents Pennzoil’s only base oil production outside of the Untied States The Commission has provisionally ownership position. Respondents also and Canada. Further, imports of Group entered into an Agreement Containing have agreed to freeze at approximately II base oil would be subject to Consent Orders with Shell and Pennzoil current levels Pennzoil’s right to obtain significant freight penalties and would in the settlement of the Complaint. The Group II base oil supply under the not be competitive with production in Agreement Containing Consent Orders contract with Exxon Mobil that was the United States and Canada. If the contemplates that the Commission obtained as part of the relief in the price of Group II base oil in the United would issue the Complaint and enter Exxon/Mobil merger proceeding. States and Canada were to increase by the Proposed Order and the Hold Shell and Pennzoil are competitors in 5–10%, blenders of motor oil and other Separate Order for the divestiture of the refining and marketing of Group II lubricants would not switch to sources certain assets described below. paraffinic base oil in a geographic of supply outside the Untied States and In order to remedy the market that consists of the United States Canada in sufficient quantities to anticompetitive effects that have been and Canada. The refining and marketing prevent the increase. identified, Respondents have agreed to of Group II paraffinic base oil in this There are few significant producers of divest Pennzoil’s 50% interest in Excel market would be highly concentrated as Group II base oil in the Untied States a result of the merger. Following the Paralubes, and to freeze Pennzoil’s right and Canada. The proposed merger to obtain additional Group II supply proposed merger, Shell would control at would eliminate Pennzoil as a major least 39% of Group II refining capacity under the contract with ExxonMobil at competitor, and would combine Shell, approximately current levels. If the in the United States and Canada. the market leader, into a close Overall market concentration, as required divestiture has not been partnership with Conoco, another accomplished within the required time, measured by the Herfindahl- leading producer. As a result of the Hirschmann Index (HHI), would then Respondents are required to proposed merger, Shell would control at transfer Pennzoil’s interest in Excel increase by more than 700 points to a least 39% of Group II refining capacity level in excess of 2,300. paralubes to a trustee, who will have the in the United States and Canada, and responsibility of accomplishing the The refining and marketing of Group concentration in the relevant market as II paraffinic base oil is a relevant line of required divestiture. measured by the Herfindahl- commerce (i.e., product market). Paragraph II.A. of the Proposed Order Hirschmann Index would increase by Paraffinic base oil is a refined petroleum requires Respondents to divest more than 700 points to a level in excess product that is the principal component, Pennzoil’s interest in Excel Paralubes, at of 2,300. or ‘‘basestock,’’ of finished lubricants no minimum price, within twelve used for a variety of applications, Entry into the relevant market is months after executing the Order, to an including passenger car motor oil, heavy difficult and would not be timely, likely acquirer that receives the prior approval duty engine oil, automatic transmission or sufficient to prevent the of the Commission. fluid, and other lubricant products. In anticompetitive effects that are likely to Paragraph II.B. requires Respondents the Exxon/Mobil investigation, the result from the proposed merger. to negotiate with the acquirer, at the Commission concluded that paraffinic Constructing a new refinery or acquirer’s option, a supply agreement base oil constitutes a relevant market. converting an existing Group I refinery for Respondents to purchase Group II Developments in the industry since to make Group II base oil would require base oil. Such agreement may not the Exxon/Mobil merger indicate that a substantial investment, would be exceed one year, may not contain market consisting of Group II paraffinic subject to significant regulatory renewal or evergreen rights, and is base oils has evolved. The American obstacles, and would take several years subject to prior approval by the Petroleum Institute divides paraffinic to accomplish. As a result, new entry Commission. Paragraph II.C. provides base oil into three groups (Groups I, II would not be able to prevent a 5–10% that, prior to the effective date of and III) based on differences in sulfur increase in Group II base oil prices. divestiture, Respondents may not enter content, saturates level, and viscosity The Complaint charges that the into any agreement to purchase Group II index. Group II paraffinic base oil has proposed merger, absent relief, is likely base oil from the acquirer other than one less than 0.03% sulfur by weight, more to substantially lessen competition and made pursuant to Paragraph II.B. than 90% saturates by weight, and a lead to higher prices of Group II Paragraph II.D. of the Proposed Order viscosity index ranging from 80 to 120. paraffinic base oil, by eliminating direct explicitly provides that Respondents Group II base oil is needed in order to competition between Shell and may not divest the Pennzoil Excel meet current performance standards for Pennzoil, by increasing the likelihood Paralubes Interest to Conoco, and must lighter-viscosity motor oil formulations that the combined Shell/Pennzoil will enforce a letter agreement with Conoco (such as 5W–20 and 5W–30), as well as unilaterally exercise market power, and relating to Excel Paralubes. Conoco requirements for other lubricants. As by increasing the likelihood of collusion already has a significant share of the new performance standards are adopted, or coordinated interaction among Group II market, and the addition of there will be even greater demand for competitors in the refining and Pennzoil’s share of Excel Paralubes Group II base oil for the production of marketing of Group II paraffinic base oil. would result in a significant increase in motor oil and other lubricants. If the To remedy the likely competitive concentration. In addition, under the price of Group II base oil were to harm, the Proposed Order requires Joint Venture Agreement forming the increase by 5–10%, blenders of motor Respondents to Divest Pennzoil’s Excel Paralubes partnership, Conoco oil and other lubricants would not interest in Excel paralubes and to freeze may, under certain circumstances, have substitute to other bases stocks in Pennzoil’s ability to obtain additional a right of first refusal or a first option sufficient quantities to prevent the Group II supply under the agreement to purchase Pennzoil’s interest in Excel increase. with ExxonMobil. This relief will Paralubes. Conoco has centered into an The Complaint alleges that the effectively remedy any anticompetitive agreement with Respondents dealing proposed transaction would lessen effects that would be expected to arise with its waiver of such rights, and competition in a geographic market from this transaction. consenting to the assignment of a

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supply agreement pursuant to which necessary to carry out his or her duties public comment on the Proposed Order, Pennzoil purchases base oil from Excel and responsibilities, and that including the proposed divestiture, and Paralubes. Respondents indemnify and hold the to aid the Commission in its Paragraph III limits Respondents’ use trustee harmless against any liabilities determination of whether it should of their rights to purchase Group II base or expenses arising out of, or in make final the Proposed Order oil from ExxonMobil under the connection with, performance of the contained in the agreement. This ExxonMobil/Pennzoil Base Oil trustee’s duties. Respondents may analysis is not intended to constitute an Agreement. That agreement allows require the trustee to sign a customary official interpretation of the Proposed Pennzoil to obtain base oil from confidentiality agreement, provided that Order, nor is it intended to modify the ExxonMobil in the proportionate types such agreement may not restrict the terms of the Proposed Order in any way. and amounts corresponding to trustee from providing any information By direction of the Commission. production at designated ExxonMobil to the Commission. refineries. Pennzoil currently is taking Paragraphs V–VIII of the Proposed Donald S. Clark, approximately 1,500 barrels per day of Order contain certain general Secretary. Group II under this contract. Any provisions. Pursuant to Paragraph V, [FR Doc. 02–25756 Filed 10–9–02; 8:45 am] significant increase in that amount Respondents are required to provide the BILLING CODE 6750–01–M could unduly increase concentration. Commission with a report of Accordingly, Paragraph III prevents compliance with the Proposed Order Respondents from increasing their share every thirty days until the divestiture is DEPARTMENT OF HEALTH AND of the market for Group II Base Oil completed and annually for nine years HUMAN SERVICES through additional supply under this after the first year the Order becomes agreement. final. Paragraph VI provides for Office of the Secretary If Respondents have not notification to the Commission in the accomplished the divestiture within the event of any corporate changes in the Agency Information Collection required time period, Paragraph IV Respondents. Paragraph VII requires Activities: Submission for OMB provides that the Commission may that Respondents provide the Review; Comment Request appoint a trustee to divest the Pennzoil Commission with access to their Excel Paralubes Interest, at no minimum facilities and employees for the The Department of Health and Human price, to a buyer approved by the purposes of determining or securing Services, Office of the Secretary Commission. The trustees will have the compliance with the Proposed Order. publishes a list of information exclusive power and authority to Finally, Paragraph VIII terminates the collections it has submitted to the Office accomplish the divestiture within Order ten years from the date it becomes of Management and Budget (OMB) for twelve months, subject to any necessary final. clearance in compliance with the extensions by the Commission. Paperwork Reduction Act of 1995 (44 Paragraph IV.C.5 requires that the V. Opportunity for Public Comment U.S.C. Chapter 35) and 5 CFR 1320.5. trustee will have access to information The Proposed Order has been placed The following are those information related to Atlas and Excel Paralubes as on the public record for thirty (30) days collections recently submitted to OMB. necessary to fulfill his or her for receipt of comments by interested 1. Cash and Counseling obligations. (Atlas is the wholly-owned persons. The Commission, pursuant to a Demonstration: Additional Survey subsidiary of Pennzoil that holds change in its Rules of Practice, has also Instruments—0990–0232—Extension— Pennzoil’s interest in the Excel issued its Complaint in this matter, as The Office of the Assistant Secretary for Paralubes partnership.) The trustee shall well as the Hold Separate Order. Planning and Evaluation (ASPE) in use his or her best efforts to negotiate Comments received during this thirty partnership with the Robert Wood the most favorable price and terms for day comment period will become part of Johnson Foundation, is evaluating a the divestiture, subject to the the public record. After thirty (30) days, demonstration project of the Cash and Respondents’ absolute and the Commission will again review the Counseling consumer directed care unconditional obligation to divest Proposed Order and the comments model. A controlled experimental expeditiously at no minimum price. If received and will decide whether it design methodology is being used to test the trustee receives more than one bona should withdraw from the Proposed the effects of the experimental fide offer from entities approved by the Order or make final the agreement’s intervention; cash payments in lieu of Commission, the trustee will divest to Proposed Order. arranged services for Medicaid covered the party selected by the Respondents. By accepting the Proposed Order beneficiaries. This portion of the Other provisions of Paragraph IV.C. subject to final approval, the evaluation consists of four non-client generally provide that Respondents are Commission anticipates that the surveys. responsible for management expenses competitive problems alleged in the Respondents: Individuals or incurred by the trustee, that the trustee Complaint will be resolved. The households, For-profit, non-profit has authority to employ other persons purpose of this analysis is to invite institutions.

BURDEN INFORMATION

Number of Burden per Total burden Instrument respondents response hours

Informal Caregiver ...... 741 .38 282 Paid Workers ...... 391 .5 196 Consultant Survey (complete) ...... 00 0 Ethnographic Study ...... 25 1.0 25

Total ...... 1,157 ...... 503

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