52796 Federal Register / Vol. 61, No. 196 / Tuesday, October 8, 1996 / Notices

Vice President) 250 Marquette Avenue, Howard Morse, Federal Trade complaint alleges that Town & Country Minneapolis, Minnesota 55480: Commission, S–3627, 6th and and CJC are two of four major 1. Klein Bancorporation, Inc., Chaska, Pennsylvania Ave, NW., Washington, manufacturers of class rings in the Minnesota; to directly engage de novo in DC 20580. (202) 326–2949. United States. providing data processing services, Joseph G. Krauss, Federal Trade The agreement containing consent pursuant to § 225.25(b)(7) of the Board’s Commission, S–3627, 6th and order would, if finally accepted by the Regulation Y. These activities will be Pennsylvania Ave, NW., Washington, Commission, settle charges that the conducted throughout the State of DC 20580. (202) 326–2713. acquisitions may substantially lessen Minnesota. SUPPLEMENTARY INFORMATION: Pursuant competition in the manufacture and sale Board of Governors of the Federal Reserve to Section 6(f) of the Federal Trade of class rings in the United States. The System, October 2, 1996. Commission Act, 38 Stat. 721, 15 U.S.C. Commission has reason to believe that Jennifer J. Johnson 46, and Section 2.34 of the the acquisitions and agreements violate Section 5 of the Federal Trade Deputy Secretary of the Board Commission’s Rules of Practice (16 CFR Commission Act and the acquisitions [FR Doc. 96–25752 Filed 10-7-96; 8:45 am] 2.34), notice is hereby given that the above-captioned consent agreement would have anticompetitive effects and BILLING CODE 6210-01-F containing a consent order to cease and would violate Section 7 of the Clayton desist, having been filed with and Act and Section 5 of the Federal Trade accepted, subject to final approval, by Commission Act if consummated, FEDERAL TRADE COMMISSION the Commission, has been placed on the unless an effective remedy eliminates [File No. 961±0067] public record for a period of sixty (60) such anticompetitive effects. days. The following Analysis to Aid The Commission’s Complaint alleges Castle Harlan Partners, II, L.P.; Public Comment describes the terms of that class rings are a uniquely American Analysis To Aid Public Comment the consent agreement, and the phenomenon and that class ring allegations in the accompanying purchasers would not switch to other AGENCY: Federal Trade Commission. complaint. An electronic copy of the products even if prices for class rings ACTION: Proposed consent agreement. full text of the consent agreement increased significantly. The top four SUMMARY: In settlement of alleged package can be obtained from the FTC manufacturers of class rings—Jostens, violations of federal law prohibiting Home page, on the World Wide Web, at Inc., CJC, Town & Country, and Herff unfair or deceptive acts or practices and ‘‘http://www.ftc.gov/os/actions/htm.’’ A Jones, Inc.—account for over 95% of all unfair methods of competition, this paper copy can be obtained from the class rings sold. Moreover, CJC and consent agreement, accepted subject to FTC Public Reference Room, Room H– Town & Country combined account for over 90% of class rings sold in retail final Commission approval, would 130, Sixth Street and Pennsylvania jewelry stores and mass merchandisers. require, among other things, Avenue, N.W., Washington, D.C. 20580. The Complaint further alleges that new modification of the planned Public comment is invited. Such entry into class rings or expansion by combination of two of the four major comments or views will be considered the fringe class ring manufacturers competitors in the class rings market. by the Commission and will be available would not be timely or likely to deter The settlement resolves allegations that for inspection and copying at its or offset reductions in competition the proposed purchase of the class ring principal office in accordance with resulting from the proposed businesses of both Town & Country Section 4.9(b)(6)(ii) of the Commission’s acquisitions. The Commission’s Corporation and CJC Holdings, Inc. by Rules of Practice (16 CFR 4.9(b)(6)(ii)). Complaint alleges that the proposed Class Rings, Inc., which is owned by Analysis To Aid Public Comment on the acquisitions would lessen competition Castle Harlan, could have raised prices Provisionally Accepted Consent Order by eliminating competition between CJC to the more than 1.6 million high school The Federal Trade Commission (‘‘the and Town & Country, and would lead to and college students who purchase Commission’’) has accepted for public higher prices. commemorative class rings in this comment an agreement containing a The proposed order accepted for country every year, by giving one firm consent order with Class Rings, Inc., public comment contains provisions nearly 45 percent of all class rings sold Castle Harlan Partners II, L.P. (‘‘Castle that would prohibit Class Rings, Inc., and more than 90 percent of class rings Harlan’’), and the Town & Country and Castle Harlan from Acquiring Gold sold in retail stores. Under the Corporation (‘‘Town & Country’’). This Lance, Inc. (‘‘Gold Lance’’), a subsidiary settlement, the merger no longer agreement has been placed on the of Town & Country. The purpose of this includes Town & Country’s Gold Lance, public record for sixty days for provision is to ensure the continuation Inc. class ring business, which will reception of comments from interested of Gold Lance as an independent continue as an independent competitor. persons. competitor in the manufacture and sale DATES: Comments must be received on Comments received during this period of class rings and to remedy the or before December 9, 1996. will become part of the public record. lessening of competition as alleged in ADDRESSES: Comments should be After sixty days, the Commission will the Commission’s Complaint. In effect, directed to: FTC/Office of the Secretary, again review the agreement and the this order is equivalent to an injunction Room 159, 6th St. and Pa. Ave., N.W., comments received and will decide preventing the acquisition of Gold Washington, D.C. 20580. whether it should with draw from the Lance by Class Rings, Inc., and Castle FOR FURTHER INFORMATION CONTACT: agreement or make final the agreement’s Harlan, and keeps Gold Lance in the William J. Baer, Federal Trade order. hands of Town & Country, a company Commission, H–374, 6th and The Commission’s investigation of well positioned to compete in the Pennsylvania Ave, NW., Washington, this matter concerns the proposed marketplace. DC 20580. (202) 326–2932. acquisition by Class Rings, Inc., a Moreover, the proposed order George Cary, Federal Trade wholly owned subsidiary of Castle prohibits Class Rings, Inc., and Castle Commission, H–374, 6th and Harlan, of certain assets of Town & Harlan, for a period of ten years, from Pennsylvania Ave, NW., Washington, Country and CJC Holdings, Incorporated purchasing any interest in Town & DC 20580. (202) 326–3741. (‘‘CJC’’). The Commission’s proposed Country or any assets from Town & Federal Register / Vol. 61, No. 196 / Tuesday, October 8, 1996 / Notices 52797

Country used for the design, I concur, except with respect to the I am most sympathetic to the concern manufacture, or sale of class rings prior approval provisions in Paragraphs that if the parties attempted to repeat without the prior approval of the III and IV of the proposed order, which the transaction in the future, the Commission. The proposed order also are inconsistent with the ‘‘Statement of Commission might be faced with a prohibits Town & Country, for a period Federal Trade Commission Policy significant duplicative expenditure of of ten years, from purchasing any Concerning Prior Approval and Prior resources. That is one of the reasons I interest in Castle Harlan or Class Rings, Notice Provisions’’ (‘‘Prior Approval dissented from the Commission’s Prior Inc., or any assets from Castle Harlan or Policy Statement’’ or ‘‘Statement’’). In Approval Policy Statement. Dissenting Class Rings, Inc., used for the design, its Statement, the Commission Statement of Commissioner Mary L. manufacture, or sale of class rings announced that it would ‘‘rely on’’ the Azcuyenaga on Decision to Abandon without the prior approval of the Hart-Scott-Rodino premerger Prior Approval Requirements in Merger Commission. Town & Country, however, notification requirements in lieu of Orders, 4 CCH Trade Reg. Rep. ¶ 13,241 may purchase assets from Class Rings, imposing prior approval or prior notice at 20,992 (1995). But given that we have Inc., or Castle Harlan totaling not more provisions in its orders. Although the the policy, it seems to me incumbent on than $2 million in any twelve month Commission reserved its power to use the Commission either to live by it or to period. The purpose of these provisions prior approval or notice ‘‘in certain change it.1 is to ensure that Class Rings, Inc. and limited circumstances,’’ it cited only a [FR Doc. 96–25738 Filed 10–7–96; 8:45 am] single situation in which a prior Town & Country remain independent BILLING CODE 6750±01±M from each other, thereby fostering a approval clause might be appropriate, competitive environment for the sale of that is, ‘‘where there is a credible risk class rings. that a company’’ might attempt the same [File No. 932±3297] The proposed order also prohibits merger. The complaint does not allege any Telebrands Corp., Ajit Khubani; Castle Harlan and Class Rings, Inc., for Analysis To Aid Public Comment a period of one year from the date this facts showing a ‘‘credible risk’’ that the parties might attempt to acquire Gold proposed order becomes final, from AGENCY: Federal Trade Commission. Lance a second time. Nor am I aware of employing or seeking to employ any ACTION: Consent agreement. any reason to think that the parties have person who is or was employed at any a concealed plan or intention to time during calendar year 1996 by Gold SUMMARY: In settlement of alleged circumvent the order by doing so. Of Lance or Town & Country in the design, violations of federal law prohibiting course, as evidenced by their premerger manufacture or sale of class rings. The unfair or deceptive acts or practices and notification report filed pursuant to the purpose of this provision to ensure that unfair methods of competition, this requirements of the Hart-Scott-Rodino Town & Country, through Gold Lance, consent agreement, accepted subject to Act, the parties wanted to acquire Gold remains a viable competitor in the final Commission approval, would Lance, but every merger case involves manufacture and sale of class rings. among other things prohibit the parties who want to combine firms or Roanoke, Virginia-based mail and An interim agreement was also assets. telephone order company—and an entered into by the parties and the As I understand it, the primary reason individual who is an officer and director Commission that requires Class Rings, for assuming that the parties will try of the company—from representing that Inc., Castle Harlan, and Town & Country again is that they seemed so much to the Sweda Power Antenna (a device to be bound by the terms of the want to consummate this transaction. purported to improve television and proposed order, as if it were final, from The intensity of the parties’ interest in radio reception) provides the best, the date that Class Rings, Inc. and Castle a proposed transaction as perceived by crispest, clearest or most focused Harlan signed the proposed order. the Commission (even assuming that we television reception achievable without The purpose of this analysis is to can distinguish between the vigor of cable installation, and would require invite public comment concerning the their legal representation and the any claim about the relative or absolute proposed order. This analysis is not intensity of their own feelings) has no performance, attributes, or effectiveness intended to constitute an official established predictive value of the of any product intended to improve a interpretation of the agreement and likelihood that parties will again television’s or radio’s reception, sound, order or to modify their terms in any attempt a transaction now known to be or image to be truthful and supported by way. viewed unfavorably by the FTC. In competent and reliable evidence. The Donald S. Clark, addition, the intensity of their feelings consent agreement would also prohibit Secretary. as perceived by the Commission is the respondents from making a number unlikely to result in an evenhanded of false or unsubstantiated claims about Statement of Commissioner Mary L. selection of exceptions to our prior the WhisperXL (a purportedly major Azcuenaga Concurring in Part and approval policy. breakthrough in sound enhancement Dissenting in Part It also has been suggested that one technology). The consent agreement In Class Rings, Inc., File No. 961–0067 reason for imposing a prior approval resolves allegations in an accompanying requirement is that the Commission is complaint that the respondents made Today the Commission accepts for prohibiting the acquisition of Gold unsubstantiated and false claims in Lance, rather than allowing it subject to public comments a consent agreement advertising for the Sweda Power a divestiture requirement, under which resolving allegations that the proposed Antenna and the WhisperXL, and the Commission supervises the acquisitions by Class Rings, Inc., a misrepresented a money-back guarantee divestiture. In fact, however, the choice newly created subsidiary of Castle with respect to the Sweda Power of remedy is not predictive of the Harlan Partners II, L.P., of certain assets Antenna. A related federal district court likelihood of recurrence. Once a of Town & Country Corp. (two decree will require the respondents to subsidiaries, Gold Lance, Inc., and L.G. divestiture has been accomplished, the Balfour, Inc.) and CJC Holdings, Inc., Commission has no greater ability to 1 See Dissenting Statement of Commissioner Mary would be unlawful. The proposed order deter a particular transaction than it will L. Azcuenaga in The Vons Companies, Inc., Docket prohibits the acquisition of Gold Lance. here. No. C–3391 (May 24, 1996).