Nestle Holding, Inc. and Ralston Purina
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Federal Register / Vol. 66, No. 245 / Thursday, December 20, 2001 / Notices 65713 persons. Comments received during this NW., Washington, DC 20580, (202) 326– Orders’’) pursuant to which period will become part of the public 2805. Respondents agree to be bound by a record. After 30 days, the Commission SUPPLEMENTARY INFORMATION: Pursuant proposed consent order that requires will again review the proposed consent to section 6(f) of the Federal Trade divestiture of certain assets (‘‘Proposed order and the comments received and Commission Act, 38 Stat. 721, 15 U.S.C. Consent Order’’) and an order that will decide whether it should withdraw 46(f), and § 2.34 of the Commission’s requires Proposed Respondents to from the agreement or make the rules of practice, 16 CFR 2.34, notice is maintain certain assets pending proposed consent order final. hereby given that the above-captioned divestiture (‘‘Asset Maintenance By accepting the proposed consent consent agreement containing a consent Order’’). The Proposed Order remedies order subject to final approval, the order to cease and desist, having been the likely anticompetitive effects arising Commission anticipates that the filed with and accepted, subject to final from Proposed Respondents’ proposed competitive problems alleged in the approval, by the Commission, has been merger, as alleged in the Complaint. The complaint will be resolved. The purpose placed on the public record for a period Asset Maintenance Order preserves of this analysis is to invite public of thirty (30) days. The following competition pending divestiture. comment on the proposed consent Analysis to Aid Public Comment II. Description of the Parties and the order, including the proposed sale of describes the terms of the consent Transaction supermarkets to Kroger and Winn-Dixie, agreement, and the allegations in the in order to aid the Commission in its complaint. An electronic copy of the Nestle Holdings, Inc., is a corporation determination of whether to make the full text of the consent agreement organized, existing, and doing business proposed consent order final. This package can be obtained from the FTC under and by virtue of the laws of the analysis is not intended to constitute an Home Page (for December 11, 2001), on State of Delaware. This subsidiary of official interpretation of the proposed the World Wide Web, at http:// Nestle S.A. is the U.S. corporation that consent order nor is it intended to www.ftc.gov/os/2001/12/index.htm. A will be purchasing all of the outstanding modify the terms of the proposed paper copy can be obtained from the Ralston shares. Nestle SA, the largest consent order in any way. FTC Public Reference Room, Room 130- food corporation in the world, H, 600 Pennsylvania Avenue, NW., manufactures, distributes, and sells By direction of the Commission. dairy products, soluble coffee, roast and Donald S. Clark, Washington, DC 20580, either in person or by calling (202) 326–2222. ground coffee, mineral water, beverages, Secretary. Public comments are invited, and may breakfast cereals, coffee creamers, infant [FR Doc. 01–31338 Filed 12–19–01; 8:45 am] be filed with the Commission in either foods and dietetic products, culinary BILLING CODE 6750–01–P paper or electronic form. Comments products (seasonings, canned foods, filed in paper form should be directed pasta, sauces, etc.), frozen foods, ice to: FTC/Office of the Secretary, Room cream, refrigerated products (e.g., FEDERAL TRADE COMMISSION 159–H, 600 Pennsylvania Avenue, NW., yogurt, desserts, pasta, sauces), chocolate, food services, [File No. 011 0083] Washington, DC 20580. If a comment contains nonpublic information, it must ophthalmological products, cosmetics, and pet foods. Nestle sells its pet food Nestle Holdings, Inc. and Ralston be filed in paper form, and the first page products in the U.S. through its Friskies Purina Co.; Analysis To Aid Public of the document must be clearly labeled division, including Alpo, Come ‘‘N Get Comment ‘‘confidential.’’ Comments that do not It, Mighty Dog, Friskies, Fancy Feast, contain any nonpublic information may AGENCY: Jim Dandy, and Chef’s Blend. Nestle had Federal Trade Commission. instead be filed in electronic form (in worldwide sales of approximately 81.4 ACTION: Proposed consent agreement. ASCII format, WordPerfect, or Microsoft billion Swiss francs and United States Word) as part of or as an attachment to SUMMARY: The consent agreement in this sales of approximately $7.8 billion for email messages directed to the following matter settles alleged violations of all products in 2000. email box: [email protected]. federal law prohibiting unfair or Ralston is a corporation organized, Such comments will be considered by deceptive acts or practices or unfair existing, and doing business under and the Commission and will be available methods of competition. The attached by virtue of the laws of the State of for inspection and copying at its Analysis to Aid Public Comment Missouri. Ralston is the world’s leading principal office in accordance with describes both the allegations in the producer of dry dog and dry and soft- § 4.9(b)(6)(ii) of the Commission’s rules draft complaint that accompanies the moist cat foods. The brands that Ralston of practice, 16 CFR 4.9(b)(6)(ii)). consent agreement and the terms of the manufacturers, distributes, and sells consent order—embodied in the consent Analysis of Proposed Consent Order To include Dog Chow, Puppy Chow, Cat agreement—that would settle these Aid Public Comment Chow, Kitten Chow, Purina Special allegations. Care, Meow Mix, Purina O.N.E., Purina I. Introduction Pro Plan, Fit & Trim, Clinical Nutrition DATES: Comments must be received on The Federal Trade Commission Management, Alley Cat, Deli-Cat, or before January 11, 2002. (‘‘Commission’’) has issued a complaint Thrive, Tender Vittles, Happy Cat, ADDRESSES: Comments filed in paper (‘‘Complaint’’) alleging that the Chuck Wagon Stampede, and Main form should be directed to: FTC/Office proposed merger of Nestle Holdings, Stay. Ralston had worldwide sales of of the Secretary, Room 159-H, 600 Inc. (‘‘Nestle’’), and Ralston Purina approximately $3 billion and United Pennsylvania Avenue, NW., Company (‘‘Ralston’’) (collectively States sales of approximately $2.36 Washington, DC 20580. Comments filed ‘‘Proposed Respondents’’) would violate billion for all products for fiscal year in electronic form should be directed to: section 7 of the Clayton Act, as 2000. [email protected], as amended, 15 U.S.C. 18, and section 5 of Pursuant to a merger agreement dated prescribed below. the Federal Trade Commission Act, as January 15, 2001, Nestle agreed to FOR FURTHER INFORMATION CONTACT: amended, 15 U.S.C. 45, and has entered purchase all of Ralston’s outstanding Phillip L. Broyles, Bureau of into an agreement containing consent shares of common stock in a transaction Competition, 600 Pennsylvania Avenue, orders (‘‘Agreement Containing Consent valued at $ 10.3 billion. Nestle intends VerDate 11<MAY>2000 18:14 Dec 19, 2001 Jkt 197001 PO 00000 Frm 00035 Fmt 4703 Sfmt 4703 E:\FR\FM\20DEN1.SGM pfrm11 PsN: 20DEN1 65714 Federal Register / Vol. 66, No. 245 / Thursday, December 20, 2001 / Notices to call the merged entity Nestle Purina will produce and sell the brands to be Paragraph II.D. of the Proposed Order Pet Care. divested has expertise in manufacturing requires that Proposed Respondents dry pet foods. Childs also owns the grant a patent license to Childs for the III. The Complaint Hartz Mountain Corporation (‘‘Hartz’’), a coating applied to Meow Mix products. The complaint alleges that the market leading manufacturer and distributor of The license covers current Meow Mix in which to analyze the competitive pet supplies in the United States. Hartz products as well as any pet product effects of the proposed transaction is the sells its pet supplies and treats in the Childs chooses to manufacture in the sale of dry cat food in the United States. same retail outlets as the brands to be future. Paragraph II.F. of the Proposed Wet and dry cat foods constitute divested. Order requires Proposed Respondents to separate product markets. Wet cat food provide Childs with a supply of Meow differs from dry cat food in production, IV. Terms of the Proposed Order Mix and Alley Cat products for a period ingredients, appearance, packaging, The Proposed Order resolves the of up to two years from the date of the aroma, price, and convenience. Commission’s antitrust concerns with divestiture. Paragraph II.G. requires Ralston’s share of the dry cat food the merger as discussed below. Proposed Respondents to provide market across all channels of technical assistance to Childs, as distribution is approximately 34%. A. Divestiture Provisions needed, for a period of up to two years Nestle has a market share of Paragraph II.A. of the Proposed Order from the date of divestiture, which approximately 11% of the dry cat food requires Proposed Respondents to divest includes expert advice, assistance, and market across all channels of to Childs all of Proposed Respondents’ training relating to the manufacture of distribution. The dry cat food market in rights, titles, and interests in and to all the Meow Mix and Alley Cat brands. the United States is moderately assets relating to the Meow Mix and Paragraph VI of the Proposed Order concentrated. The merger of Nestle and Alley Cat brands. The Meow Mix brand requires Childs, for a period of 5 years, Ralston would substantially increase includes the original Meow Mix product to obtain the Commission’s approval concentration in this market, raising the and Meow Mix Seafood Middles. before selling all or substantially all of HHI level to more than 2400, an Specifically, Proposed Respondents the United States assets acquired in the increase of more than 750 points. Entry must divest all interests in the research, divestiture.