t,V(\

Protecting 

PBGC America's Pensions Pension Benefit Guaranty Corporation 

1200 K Street, N.W., Washington, D.C. 20005-4026 

August 3, 2010 

Re: 	 Appeal Case No. 214700, Compass Capital Partners, Ltd. Defined 

Benefit Retirement Plan {the "Plan") 

Dear 

This decision responds to your August CJ 2009 appeal of PBGC's July [] 2009 

determination that the. Plan is not covered by PBGC's insurance program. The impact of 

PBGC's determination is that PBGC cannot pay you a benefit based on your participation in the 

Plan. For the reasons stated below, we have upheld PBGC's coverage determination, and, 

therefore, we are denying your appeal. 1 

PBGC's Determination 

PBGC issued its JulyD 2009 determination to~~~~~~~~~~~~~­

of Compass Capital Partners, Ltd. ("Compass" or the "Company"). PBGC also provided a copy 

ofthis determination to you? PBGC's determination stated that, pursuant to section 4021(b)(13) 

of the Employee Retirement Income Security Act, as amended ("ERISA"), the Plan is not 

covered by the insurance provisions of Title IV ofERISA.3 

The Appeals Board has received identical appeal letters from you and two other individuals. The letters state: 

"This appeal is signed by Appellants in three counterparts, which taken together constitute a single appeal from the 

determination." 

·The Appeals Board has concluded that the three appeals arise out of the same or .similar facts .and they seek the 

same or similar relief. Exercising its discretion under section 4003.56 of PBGC's regulations; the Board has 

consolidated your appeal with the appeals filed by the other two individuals. See 29 Code of Federal Regulations 

4003.56. The Board has decided all three appeals and is issuing separate decision letters to you and the other two 

appellants. 

You, as well as the other two appellants, are entitled to appeal PBGC's determination since you are an 

"aggrieved person" under section 4003.2 ofPBGC's regulation. 

ERISA section 4021, which addresses PBGC 's coverage of pension pians, is published at 29 United States Code 

section 1321. 
2 


PBGC's letter noted that ERISA section 4021(b)(13) excludes from Title IV coverage 

any plan that is "established and maintained by a professional service employer which does not 

at any time after the date of enactment of the Act have more than 25 active participants in the 

plan." PBGC also explained that section 4021(c)(2)(A) defines "professional service employer" 

as "an organization owned or controlled by professional individuals or by executors or 

administrators of professional individuals, the principal business of which is the performance of 

professional services." 

PBGC found that Compass, the Plan's sponsor, is "an investment-banking firm that 

specializes in advising clients in the printing industry." Additionally, in finding that Compass "is 

owned and controlled by professional individuals" and "provides professional services," PBGC 

stated as follows: 

Section 4021 ( c )(2)(B) provides a non-exclusive list of individuals who are 

considered to be "professional individuals." "Investment bankers" are not 

specifically listed in the statute. Consequently, a determination of whether 

investment bankers are "professional individuals" within the meaning of the 

statut.e depends on an analysis of the services performed and the expertise 

required to perform them. As stated in PBGC Opinion Letters 76-106 and 96-1, a 

professional individual generally is one who provides services which require 

knowledge of an advanced type in a field of science or learning customarily 

acquired by a prolonged course of specialized intellectual instruction and study, as 

distinguished from a general academic education and from an apprenticeship or 

.from training in the performance of routine mental, manmil or physical processes. 

Based on a review ofthe Compass website, all partners at Compass have a Master 

of Business Administration degree. This degree is indicative of knowledge of an 

advanced type. Moreover, the Compass partners have the knowledge to render 

investment banking services in the specialized printing industry. 

Moreover, Compass provides professional services. The rendering of 

professional services generally requires the consistent exercise of discretion and 

judgment in its performance and usually would be predominantly intellectual in 

character. The Compass partners provide financial advice as their product. . This 

type of financial advice requires the consistent exercise of discretion and 

judgment and is predominantly intellectual in character. Therefore, the partners 

of Compass provide professional services. 

PBGC's determination letter further stated that there is no evidence that the Plan ever had 

more than 25 participants. PBGC thus concluded that the Plan met the condition in ERISA 

section 402l(b)(l3) of not having more than 25 active participants since the time of ERISA's 

enactment. Based on the above-stated reasons, PBGC determined: (1) the Plan is established and 

maintained by a "professional service employer" as defined under ERISA section 402l(c)(2)(A), 

and (2) the Plan is excluded from Title IV coverage under ERISA section 402l(b)(l3). 
3 


Your Appeal 

Your August [] 2009 appeal (the "Appeal") states that the Plan has five participants, 

who each was an employee of Compass when the Plan was established in 1999 as well as when 

the Plan was "frozen" in January 2003.4 The Appeal therefore "concedes" that there never were 

more than 25 active participants in the Plan .. 

The Appeal, however, asserts that "Compass is not and was not a professional services 

employer, as defined in the Exclusionary Language."5 The Appeal states that two findings are 

necessary to establish that Compass is a "professional services employer": (i) Compass's 

principal business must be the performance of professional services; and (ii) Compass must be 

owned or controlled by professional individuals, as defined in Section 4021(c)(2)(B). The 

Appeal then asserts that neither ofthese requirements is satisfied. 

First, in contending that Compass was not in the business of performing professional 

services, the Appeal disputes PBGC's determination that Compass "was an investment banking 

firm that specializes in advising clients in the printing industry." Rather, the Appeal asserts: 

In fact, Compass had two lines of business: it represented, as agent, buyers and 

sellers of printing companies; and it performed valuations of significant interests 

in businesses of all descriptions. Compass did not ~ngage in many of the lines of 

business that are conducted by inves.tment banking firms. It did not underwrite 

securities; .it was not a stockbroker; it conducted no securities trading activities; it 

risked none of its capital in the transactions for which it was engaged. Its agency 

. business can most accurately be described as business brokerage. 

The Appeal also claims that investment bankers and their personnel are licensed by the 

Securities and Exchange Commission and various state regulatory authorities. Since Compass 

and its personnel were not required to be licensed for either its agency or its valuation businesses 

and since Compass did not carry professional liability insurance, the Appeal concludes that 

Compass should not be found to be in the business of performing professional services.6 

4 Three of the participants identified in the Appeal are appellants. 

The Appeal asserts that the "applicable period" for detennining the status of the Plan is the period between the 

Plan's establishment in 1999 and the freeze of benefit accruals as of January 1, 2003. We observe, however, that a 

freeze of benefit accruals generally does not affect the status of a pension plan for purposes of complying with 

ERISA 's requirements. 

Nevertheless, it is unneces·sary for us to decide whether the "applicable period" ended in January 2003. There is 

no evidence that either Compass's ownership or the .basic nature of its business has c~ged at any time after the 

Plan was established in 1999. Accordingly, our reasons for denying the Appeal, as stated in this decision, are not 

linked to a particular time period. 

6 The Appeal also states: (1) Compass was a member of various printing industry trade groups, but those groups 

imposed no requirements other than the payment of membership fees; (2) although Mr. c=J was a member of the 

American Society of Appraisers, such membership was not a condition of his ·offering and performing valuation 

services; (3) all of Compass's business was done pursuant to engagement letters which indemnified Compass against 
4 


Second, the Appeal asserts that Compass was not owned. or controlled by professional 

individuals. The Appeal points out that neither Compass's owne nor any of its 

employees were performing services for Compass in a profession enumerated in section 

4021(c)(2)(B).7 The Appeal further claims that the "not limited to" language in section 

4021 ( c )(2)(B) means that other occupations are included if they "are essentially identical to the 

enumerated occupations in relevant ways.'' In its view, a commonality among the majority of 

occupations listed in section 4021 ( c )(2)(B) is that they are licensed. Since Compass "engaged in 

no line of business that required any of its personnel to be licensed," the Appeal contends that 

Compass is not comparable to the listed occupations. 

The Appeal further disagrees with PBGC's conclusion that, because all the partners at 

Compass have a Masters of Business Administration degree, this evinces knowledge of art 

advanced type used to render investment banking services in the specialized printing industry. 

First, the Appeal maintains that, while three of the Plan participants had an MBA during the 

relevant period, the two remaining· participants did not. Furthermore, the Appeal claims that 

using an MBA as the criterion for determining whether an- individual is a "professional 

individual" is an overly broad test that is inconsistent with the text of ERISA or with Congress's 

intent. 

The Appeal requests that the Appeals Board reverse PBGC's initial determination and 

find that the Plan is covered under the insurance provisions of Title IV of ERISA. 

Applicable Law 

As is stated in PBGC's determination, ERISA section 4021 establishes the "professional 

service employer" exclusioQ. from PBGC coverage of a pension plan. The relevant language for 

this exclusion is set forth below: 

any claim of liability for any actions or omissions other than gross negligence or willful misconduct; and ( 4) 

Compass's principal competitive edge derived from its contacts in the printing industry for its agency business and 

its contacts among the legal and accounting communities in the valuation business. 
5 


§ 4021. Coverage 

* * * 

(b) Plans not covered. -This section does not apply to any plan­

* * * 

(13) established and maintained by a professional service employer which does not 

at any time after September 2, 1974, have more than 25 active participants in the plan. 

(c) Definitions.­

* * * 

(2) For purposes of this paragraph and for purposes of subsection (b)(13}-­

(A) the term "professional service employer" means any proprietorship, 

partnership, corporation, <>r other association or organization (i) owned or controlled by 

professional individuals or by executors or administrators of professional individuals, (ii) 

the principal business of which is the performance ofprofessional services, and 

(B) the term "professional individuals" includes but is not limited to, physicians, 

dentists, chiropractors, osteopaths, optometrists, other licensed practitioners of the 

healing arts, attorneys at law, public accountants, public engineers, architects, draftsmen, 

actuaries, psychologists, social or physical scientists, and performing artists. 

PBGC ha.S issued several opinion letters that have interpreted the "professional service 

employer" exclusion,8 In an early opinion letter issued by PBGC (Opinion Letter 76-106), 

PBGC stated that a professional service employer is "any entity owned or controlled by 

professional individuals, as defined in 4021(c)(2)(B) of [ERISA], where both the entity and the 

professional individuals owning and controlling it are engaged in the performance of the same 

professional service." A copy of Opinion Letter 76-106 is provided as Enclosure 1. PBGC's 

subsequent opinion letters have applied the same type of analysis as Opinion -Letter 76-106. See 

further discussion below. 

Discussion 

PBGC provides pension insurance in accordance with ERISA. If a plan sponsor of a 

.PBGC-covered, defined-benefit pension plan is unable to support the plan, PBGC becomes 

trustee of the plan and pays benefits, subject to the limitations and requirements set by Congress 

under ERISA. PBGC, however, is not authorized to pay guaranteed benefits in pension plans 

that are not covered by PBGC's insurance program. 

The "Professional Service Employer" Issue 

The Appeal does not dispute that Compass at all relevant times had less than 25 active 

employees. Rather, the issue in the Appeal is whether the Plan is established and maintained by 

a professional service employer. As the Appeal states, the following two conditions must be 

PBGC's Opinion Letters are published on PBGC's website at www.pbgc.gov. 
6 


satisfied for an organization to be a professional service employer: (1) the organization's 

principal business must be the performance of professional serVices; and (2) the organization 

must be owned or controlled by professional individuals. See Opinion Letter 76-106 (Enclosure 

1). . . 

1. Compass's Principal Business is the Performance of Professional Services 

Although ERISA section 4021 does not define the term "professional services," it defines 

the term "professional individuals" through a nonexclusive list of occupations. See ERISA 

subsection 4021(c)(2)(B). This leads to the conclusion, which is supported by the holdings in 

PBGC's opinion letters, that "professional services" are the type of services that customarily are 

performed by individuals who are employed either in one of the occupations listed in subsection 

4021(c)(2)(B) or in an occupation with similar characteristics. 

PBGC Opinion Letter 76-106 further provides guidance as to the characteristics of a 

professional individual for occupations that are not listed in ERISA section 4021 ( c )(2){B). The 

opinion letter states in pertinent part: 

In our ·view, a professional individual generally is one.. who provides services 

which require knowledge of an advanced type in a field of science or learning 

customarily acquired by a prolonged course of specialized intellectual instruction 

and study, as distinguished from a general academic education and from an 

apprenticeship or from training in the performance of routine, mental, manual or 

physical processes. The rendering of professional services generally requires the 

consistent exercise of discretion and judgment in its performance and would be 

predominantly intellectual in character. 

Later in this decision, we discuss whether the of Compass, L______---" 

meets the definition ofa "professiomi.l individual." As stated in Opinion Letter 76-106, however, 

the "professional individual" detemiination "depends upon an analysis of the services performed 

and the expertise required to perform them." Accordingly, it is logical to analyze first ·the 

·business services that Compass provides before determining whether I Iis a 

"professional individual." 

According to Compass's website, Compass is "recognized nationally as a leader in 

investment b3.nking, valuation services, financial advisory services and management consulting." 

See Enclosure 2, which is a copy of information we obtained from Compass's website. The 

website further lists seven' identified services: ·Representing Selling Shareholders; Company 

Valuations; Acquisition Consulting; Capital Formation & Financing; Strategic Planning; 

Research; and Management & Organiz;;ttional Development & Training. 

The Appeal disputes PBGC's determination that Compass "was an investment banking 

firm that specializes in advising clients in the printing industry." The Appeal states that 

Compass "did not engage in many of the lines of business that are conducted by investment 

banking firms. It did not underwrite securities; it was not a stockbroker; it conducted no 

securities trading activities; it risked. none of its capital in the transactions for which it was 

engaged. Its agency business can most accurately be described as business brokerage." 

' 
7 


PBGC's conclusion that Compass was engaged in "investment banking" is consistent 

with Compass's website statement that it is "recognized nationally as a leader in investment 

banking." Additionally, the Plan's Form 5500 filing for 2003 (Enclosure 3) identifies Compass's 

business code as "52311 0," which is "Investment Banking & Securities Dealing" (see the list of 

business codes in Enclosure 4). Nonetheless, based on the information on Compass's website 

and the statements in the Appeal, it appears that "investment banking," at least in the traditional 

sense, is probably not the most accurate description of Compass's principal business activities. 

We further have accepted the Appeal's statement, for purpose of our analysis, that Compass had 

two major lines of business: it represented, as agent, buyers and sellers of printing companies; 

and it performed valuations of significant interests in businesses of all descriptions. 

With respect to CQmpass's business of "representing, as agent, the buyers and sellers of 

printing companies," its website states the following with respect to "Representing Selling 

Shareholders": 

We bring industry knowledge and financial expertise to the transaction, giving the 

selling shareholders a much better understanding and sense of control over the 

deal. Compass professionals guide you through the process, start to finish, step 

by step. We value your company and reach consensus with our client. We author 

a complete and detailed Descriptive Memorandum for prospective buyers. We 

identify the best strategic and/or financial buyers for your company. Then we 

negotiate the economics· and structure the deal to meet your objectives. We 

supervise the Letter of Intent to Purchase and the Purchase Agreement and work 

with your accountants and lawyers to form your deal team. Finally, we work to 

insure a prompt and successful closing. 

We concluded, based on this description, that Compass's services in representing the buyers and 

sellers of printing businesses "require knowledge of an advanced type in a field of science or 

learning" (which, in Compass's case, is financial expertise), involve "the consistent exercise of 

discretion and judgment in its performance," and are "predominantly intellectual in character." 

Thus, this line of Compass's businesses has the requisite characteristics for being a professional 

service. 

With respect to Compass's valuation business, its website states: "Our professionals have 

valued businesses in a wide range of industries and of all sizes from $500,000 to over $500 

million in revenues." The website further states: 

Compass provides ... timely, accurate, objective, and defensible valuation advice 

... We take pride in our reputation for producing carefully prepared, wellreasoned, defensible valuations and supporting. materials which will, when 

. necessary, stand the test of litigation. We are prepared to support our valuations 

when appropriate. 

Thus, based on the apparent size and diversity of its customers as well as Compass's 

representations concerning the type of valuation services it provides, we concluded that 
1-"'--....._..-.c_____~__j and 

,._.,====~--____[""c=o=ntr=·..._ol=le=d----;Compass. 

The Appeal then contends that neither 

8 


Compass's valuation business involves expertise of a complex nature in the areas of finance, 

accounting, and business, and therefore is a professional service. 

The above-stated conclusions are consistent with a 1996 PBGC opinion letter that 

analyzed the professional services issue. In PBGC Opinion Letter 96-1, a copy of which is at 

Enclosure 5, PBGC determined that an "economic consulting finn" was a professional service 

employer. PBGC stated in pertinent part: 

The Company's owners meet the PBGC criteria for professionals. They have 

advanced degrees in economics and accounting, have extensive work and 

teaching experience in those fields, and have published articles in those fields. 

They currently do analyses in the areas of macroeconomics, mathem~tical 

economics, econometrics and accounting. They provide intellectual services 

which require knowledge of an advanced type and which require the consistent 

exercise of discretion and judgment in its perforinance. They present their 

professional opinions in the form of reports to clients. 

As is the case with the economic consulting firm, Compass: (1) performs analyses for its clients 

and customers that requires knowledge of an advanced type (which, in Compass's case, is 

financial expertise); (2) provides services which require the consistent exercise of discretion and 

judgment in its performance; and (3) in the course of its business presents professional opinions 

in the form of reports to clients and customers, as well as through the preparation of other types 

of documents. 

Accordingly, based on the totality of the circumstances of the case, the Appeals Board 

decided that Compass's principal business is the performance ofprofessional services. 

2. Compass_is Owned and Controlled by Pr~fessional Individuals 

With respect to the requirement for ownership or control by professional individuals, the 

Appeal states: 

During the Plan Pt;:riod, 60% of Compass's voting stock, which represented 

control of Compass, was owned by was also Chief 

Executive Officer of Compass and Trustee of the Plan. 1 Ihad a minority 

had small non-voting interests. 

The ownership interests of D 

were irrelevant to the issue of control. · 

nor any other Compass employee was a 

"professional individual." For reasons discussed below, we disagree with the position that 

Compass was not owned or controlled by professional individuals. · 

ERISA section 4021(c)(2)(A) provides that a "professional service employer" is an entity 

"owned or controlled by professional individuals . . . the principal business of which is the 

performance of professional services." In Opinion Letter 76-106, PBGC explained that, with 
9 


respect to this exclusion, both the entity and the professional individuals owning or controlling it 

must be "engaged in the performance ofthe same professional service." 

In Opinion Letter 82-18 (Enclosure 6), PBGC further addressed the question of 

ownership and control by professional individuals. In that letter, PBGC considered the situation 

where 51% of the stock of a pharmaceutical entity is owned by a licensed pharmacist and the 

balance of the stock is held by a nonprofessional. PBGC concluded that, based on the 51% stock 

ownership by a licensed pharmacist, the business "is owned and controlled by a professional 

individual." PBGC further concluded that the pharmaceutical entity's principal business is the 

performance of professional services, and therefore the entity met the conditions for the 

professional service employer exclusion. 

With respect to ownership or control by profe.ssional individuals, Compass is similar to 

the entity in Opinion Letter 82-18 in that a single individual owned more than 50% of the 

entity's stock.9 Thus, based on the analysis in Opinion Letter 82-18, Compass would be owned 

or controlled by "professional individuals" ifl I (as the · is a 

professional individual engaged in the same professional services as Compass. For the reasons 

discussed below, we concluded that is such a professional individual. 

ERISA section 402l{c)(2)(B) contains a non-exclusive list of individuals who are 

considered to be "professional individuals." The Appeals Board agrees with the Appeal that the 

services performed by or by Compass;s other employees, do not fall under any of 

the enumerated professions in section 4021 ( c )(2)(B). 

Asdiscussed above, however, PBGC Opinion Letter 76-106 describes the characteristics 

indicative of professional individuals for occupations that are not listed in ERISA section 

402l(c)(2)(B). The opinion letter (among other things) states that "a professional individual is 

one who provides services which require knowledge of an advanced type in a field of science or 

learning customarily acquired by a prolonged course of specialized intellectual instruction and 

study." Also, in determining whether an individual is a professional individual, PBGC has 

analyzed whether the services "generally require the consistent exercise of discretion and 

judgment in its performance and would be predominantly intellectual in character." 

PBGC's July 28, 2009 determination states that the Compass partners have Masters of 

Business Administration ("MBA") degrees, which is "indicative of knowledge of an advanced 

type." This statement is accurate with respect to since he holds a MBA degree 

from We agree with the Appeal, however, that holding of a 

MBA is not enough by itself to establish that he is a "professional individual" for purposes of 

ERISA section 4021(c)(2)(B). As stated in Opinion Letter 76-106, a professional individual 

"provides services which require knowledge of an advanced type in a field of science or learning 

On June 29, 2010, the Appeals Board obtained a D&B Federal Information Report for Compass Capital 

Partners, LTD. This report shows that "1 00% of Capital Stock" is owned b . and I land 

their "present control" succeeded that of the prior owner in 1998. Thus, with respect to Compass's control, the 

D&B Federal Information ReQort is consistent with the statements in the Appeal. Since we found nothing that 

contradicts your statement tha ownership interest was 60%, we have accepted that stock ownership 

percentage for purposes of deciding the Appeal. 

9 
10 


customarily acquired by a prolonged course of specialized intellectual instruction and study 

(emphasis added)." Thus, the opinion letter indicates that a connection must exist between the 

owner's knowledge in a field of science or learning- which (for certain occupations) may be 

obtained through an educational program that provides an advanced degree - and the services 

performed by the business. 

We concluded that such a connection exists in this case, In our view, based on 

Compass's description of the services it provides, occupation appropriately 

should be characterized as "financial analysis and business advice." Such an occupation, as it 

relates to the services performed by Compass, involves expertise in finance, accounting, and 

business, and thus it resembles the occupation of the owners of the economic consulting firm in 

PBGC Opinion Letter 96-1. As is the case of the economic consulting firm,l I 

occupation (as it relates to Compass) requires "knowledge of an advanced type in a field of 

learning that is customarily acquired by a prolonged course of specialized intellectual 

instruction." 10 Based on the foregoing, the· Appeals Board concludes tha~ lis a 

pto fessi onal individual. · 

In so concluding, we disagree with the contention that is not a professional 

individual because he, as well as other Compass personnel, was not required to be licensed for 

either its agency or its valuation businesses. Although most of the occupations listed in ERISA 

section 4021(c)(2)(B) usually require licensing by governmental or private-organizations, at least 

two of the listed categories - "social or physical scientists" and "performing artists" - typically 

are not licensed~ Furthermore, PBGC's opinion letters do not indicate that the term "professional 

individuals" generally should be limited to those that are in licensed occupations. Thete is no 

indication, for example, that the owners of the economic consulting firm in PBGC Opinion 

Letter 96-1 were licensed. 

In summary, the Appeals Board concluded that Compass is a professional service 

employer because: (1) its principal business is the performance of professional services; and (2) 

it is owned or controlled by professional individuals. Additionally, since the Plan never had 

10 We further observe that the knowledge needed for occupation typically would be obtained 

through a MBA program (as occurred in his case) or through some other field of advanced study, such as finance or 

economics. Although, in case, his educational knowledge was· supplemented by his many years of 

practical work experience with the printing industry, this does not preclude our finding that he is a professional 

individual. 

Indeed, it is common in many professions for educational knowledge to be supplemented with (or, in some 

instances, replaced by) practical work experience. For example, in Opinion Letter 97-2 (Enclosure 7), PBGC 

concluded that a surveying consulting firm was engaged in professional services. PBGC noted that surveyors 

licensed by the Commonwealth of Virginia normally must first complete a surveying curriculum of four or more 

years of study. PBGC further pointed out that if an applicant has not graduated from such a program, the applicant 

must have a specific record of 10 years of surveying experience before taking the licensing examination. 
11 


more than 25 active participants, the Appeals Board determined that the Plan is excluded from 

Title IV coverage based on ERiSA section 4021 (b )(13). 11 

TheAppeal's Allegations ofImproper Transfer ofPlan Funds 

The Appeal asserts that improperly transferred funds from the Plan "for use 

in Compass's business and in another business in which had an interest." The 

. Appeal further indicates that, as a result of such improper transfers, the Plan is with.out the funds 

needed to pay pension benefits to its participants. 

The Appeals Board is sympathetic to the hardship participants may experience if their 

pension plan is unable to make promised payments. Nevertheless, we cannot grant your appeal 

because ERISA does not. provide PBGC with the authority to oversee the termination of plans 

that are not covered by PBGC's insurance program. Furthermore, ERISA does not give PBGC 

enforcement authority with respect to such plans. The issue the Appeal raises concerning the 

alleged improper transfer of Plan funds is within the jurisdiction of the Department of Labor's 

Employee Benefit Security Administration ("EBSA"). You may contact EBSA by telephone at 

1-866-444-3272. 

Decision 

Having applied the provisions of ERISA to the facts of your case, the Appeals Board 

determined that the Appeal did not provide a sufficient basis to change PBGC's determination 

that the Plan is excluded from coverage under Title IV of ERISA. This is PBGC's final agency 

action with respect to the issues you raised. 

You may, if you wish, seek court review of this decision. If you need other information 

from PBGC, please call the Customer Contact Center at 1-800-400-7242. 

Sincerely, 

Charles Vemon 

Appeals Board Chair 

)'he Appeal requests that I !appear in person before the Appeals Board to clarify any points in the 

Appeal and to answer any questions the Appeals Board may have. PBGC's Rules for Administrative Review of 

Agency Decision [29 C.F.R. § 4003.55] provide that the opportunity to appear before the Appeals Board "will be 

permitted at the Board's discretion~" In general, the Appeals Board will permit an opportunity for a hearing before 

the Board if the Board determines that there is a dispute as to a material fact Because there is no dispute as to the 

material facts in this case, the Appeals Board denied the Appeal's request for an oral hearing. · 

11