21302 Federal Register / Vol. 72, No. 82 / Monday, April 30, 2007 / Notices 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Proposed Exemptions and Application 

Nos.: D–11344, Victor P. Olson Profit 

Sharing Plan; D–11355, The Revlon 

Employees Savings, Investment and Profit 

Sharing Plan (the Plan); and L–11365 

American Maritime Officers Safety & 

Education Plan (the S&E Plan), et al.] 

Notice of Proposed Exemptions 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice. 

SUMMARY: This document contains 

notices of pendency before the 

Department of Labor (the Department) of 

proposed exemptions from certain of the 

prohibited transaction restrictions of the 

Employee Retirement Income Security 

Act of 1974 (ERISA or the Act) and/or 

the Internal Revenue Code of 1986 (the 

Code). 

Written Comments and Hearing 

Requests 

All interested persons are invited to 

submit written comments or requests for 

a hearing on the pending exemptions, 

unless otherwise stated in the Notice of 

Proposed Exemption, within 45 days 

from the date of publication of this 

Federal Register notice. Comments and 

requests for a hearing should state: (1) 

The name, address, and telephone 

number of the person making the 

comment or request, and (2) the nature 

of the person’s interest in the exemption 

and the manner in which the person 

would be adversely affected by the 

exemption. A request for a hearing must 

also state the issues to be addressed and 

include a general description of the 

evidence to be presented at the hearing. 

ADDRESSES: All written comments and 

requests for a hearing (at least three 

copies) should be sent to the Employee 

Benefits Security Administration 

(EBSA), Office of Exemption 

Determinations, Room N–5700, U.S. 

Department of Labor, 200 Constitution 

Avenue, NW., Washington, DC 20210. 

Attention: Application No. lll, 

stated in each Notice of Proposed 

Exemption. Interested persons are also 

invited to submit comments and/or 

hearing requests to EBSA via e-mail or 

Fax. Any such comments or requests 

should be sent either by e-mail to: 

moffitt.betty@dol.gov, or by fax to (202) 

219–0204 by the end of the scheduled 

comment period. The applications for 

exemption and the comments received 

will be available for public inspection in 

the Public Documents Room of the 

Employee Benefits Security 

Administration, U.S. Department of 

Labor, Room N–1513, 200 Constitution 

Avenue, NW., Washington, DC 20210. 

Notice to Interested Persons 

Notice of the proposed exemptions 

will be provided to all interested 

persons in the manner agreed upon by 

the applicant and the Department 

within 15 days of the date of publication 

in the Federal Register. Such notice 

shall include a copy of the notice of 

proposed exemption as published in the 

Federal Register and shall inform 

interested persons of their right to 

comment and to request a hearing 

(where appropriate). 

SUPPLEMENTARY INFORMATION: The 

proposed exemptions were requested in 

applications filed pursuant to section 

408(a) of the Act and/or section 

4975(c)(2) of the Code, and in 

accordance with procedures set forth in 

29 CFR Part 2570, Subpart B (55 FR 

32836, 32847, August 10, 1990). 

Effective December 31, 1978, section 

102 of Reorganization Plan No. 4 of 

1978, 5 U.S.C. App. 1 (1996), transferred 

the authority of the Secretary of the 

Treasury to issue exemptions of the type 

requested to the Secretary of Labor. 

Therefore, these notices of proposed 

exemption are issued solely by the 

Department. 

The applications contain 

representations with regard to the 

proposed exemptions which are 

summarized below. Interested persons 

are referred to the applications on file 

with the Department for a complete 

statement of the facts and 

representations. 

Victor P. Olson Profit Sharing Plan (the 

Plan) Located in White City, Oregon 

[Application No. D–11344] 

Proposed Exemption 

The Department is considering 

granting an exemption under the 

authority of section 408(a) of ERISA and 

section 4975(c)(2) of the Code and in 

accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (55 

FR 32836, August 10, 1990). If the 

exemption is granted, the restrictions of 

sections 406(a)(1)(A) of the Act and the 

sanctions resulting from the application 

of section 4975 of the Code, by reason 

of section 4975(c)(1)(A) of the Code 

shall not apply to the proposed cash 

sale (the Sale) of a parcel of improved 

real property (the Property) by the Plan 

to Victor P. Olson (the Applicant), a 

party in interest with respect to the 

Plan, provided that the following 

conditions are met: 

(a) The Sale is a one-time transaction 

for cash; 

(b) The terms and conditions of the 

Sale are at least as favorable to the Plan 

as those obtainable in an arm’s length 

transaction with an unrelated party; 

(c) The Plan will receive the greater of 

$375,000 or the fair market value of the 

Property at the time of the Sale; 

(d) The Plan is not required to pay 

any commissions, costs or other 

expenses in connection with the Sale; 

and 

(e) The fair market value of the 

Property is determined by an 

independent, qualified appraiser. 

Summary of Facts and Representations 

1. The applicant is Victor P. Olson, 

the trustee of the Plan (the Trustee) as 

well as the Plan sponsor (the 

Applicant). The Applicant manufactures 

doors and windows. The Trustee has 

sole investment discretion regarding the 

Plan. The Plan has three participants 

and as of December 31, 2006, the Plan 

held assets valued at approximately 

$754,371.87. Approximately 50% of the 

assets of the Plan will be involved in the 

proposed transaction. 

2. The Property was initially 

purchased for $218,687.50 from a third 

party on October 11, 1996 as an 

investment. The Property is identified 

by the street address, 6425 Crater Lake 

Highway, Central Point Oregon. The 

Property is currently occupied by 

Swede and Sons Army Surplus, a third 

party. The Property is comprised of a 

6000 square foot metal building situated 

on approximately one acre of land. 

Other improvements include asphalt 

paving, concrete, and a drilled well. In 

addition, the Property is in close 

proximity to real estate owned by the 

Applicant. 

3. The Applicant requests an 

exemption for the Sale. The Applicant 

represents that the proposed transaction 

would be feasible because it would be 

a one-time transaction for cash. A recent 

large benefit distribution to a Plan 

participant was made in cash. This cash 

payout from the Plan has caused the 

Property to comprise approximately 

50% of the Plan’s assets. The Applicant 

seeks to sell the Property to diversify the 

Plan investments. Furthermore, the 

Applicant states that the transaction 

would be in the best interests of the 

Plan because the Sale would enable the 

Plan to invest the proceeds from the 

Sale in assets with a higher rate of 

return. Finally, the Applicant represents 

that the transaction will be protective of 

the rights of the Plan’s participants and 

beneficiaries because the Plan will 

receive the greater of $375,000 or the 

fair market value of the Property, as 


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1Fidelity Management Trust Company became 

the Trustee effective January 3, 2006, at which time 

it replaced Putnam Fiduciary Trust Company as 

Trustee. Notwithstanding that Fidelity Management 

Trust Company serves generally as trustee of the 

Plan, it has not served as trustee in respect of the 

Stock Rights offering. Accordingly, the Investment 

Committee established under the Plan (the 

Investment Committee) served as trustee of the 

Stock Rights. 

determined by a qualified, independent 

appraiser on the date of the Sale, and 

will incur no commissions, costs, or 

other expenses as a result of the Sale. 

4. Rickey R. Richey (Mr. Richey), a 

MAI appraiser with R&R Richey Co., 

located in Phoenix, Oregon, appraised 

the Property on February 12, 2007. Mr. 

Richey is a qualified, independent 

appraiser. Mr. Richey has been an 

appraiser since 1979. Mr. Richey used 

the Income Approach, Sales 

Comparison Approach, and assigned an 

additional value attributable to a 

‘‘specific buyer with a special need for 

the property’’ (due to the Property’s 

proximity to real estate owned by the 

Applicant) to determine the value of the 

Property. Mr. Richey represents that his 

analysis, opinion and conclusion were 

developed and the report was prepared 

in conformity with the Uniform 

Standards of Professional Appraisal 

Practice. In the course of his analysis, 

Mr. Richey reviewed files of similar 

properties that were appraised within 

the last 24 months. After inspecting the 

Property and analyzing all relevant data, 

Mr. Richey determined that the fair 

market value of the Property as of 

February 12, 2007, is $375,000. 

5. In summary, it is represented that 

the proposed transaction meets the 

statutory criteria of section 408(a) of the 

Act because: (a) The Sale is a one-time 

transaction for cash; (b) The terms and 

conditions of the Sale are at least as 

favorable to the Plan as those obtainable 

in an arm’s length transaction with an 

unrelated party; (c) The Plan will 

receive the greater of $375,000 or the 

fair market value of the Property at the 

time of the Sale; (d) The Plan is not 

required to pay any commissions, costs 

or other expenses in connection with 

the Sale; and (e) The fair market value 

of the Property is determined by an 

independent, qualified appraiser. 

Notice to Interested Parties: Notice of 

the proposed exemption shall be given 

to all interested persons in the manner 

agreed upon by the Employer and 

Department within 15 days of the date 

of publication of this notice of proposed 

exemption in the Federal Register. 

Comments and requests for a hearing are 

due forty-five (45) days after publication 

of this notice in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Khalif Ford of the Department, 

telephone (202) 693–8540 (this is not a 

toll-free number). 

The Revlon Employees Savings, 

Investment and Profit Sharing Plan (the 

Plan) Located in New York, New York 

[Application No. D–11355] 

Proposed Exemption 

The Department is considering 

granting an exemption under the 

authority of section 408(a) of the Act 

and section 4975(c)(2) of the Code and 

in accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (55 

FR 32836, August 10, 1990). If the 

exemption is granted, the restrictions of 

sections 406(a), 406(b)(1) and (b)(2) and 

407(a) of the Act and the sanctions 

resulting from the application of section 

4975 of the Code, by reason of section 

4975(c)(1)(A) through (E) of the Code, 

shall not apply, effective December 18, 

2006, to (1) the acquisition of certain 

stock rights (Stock Right(s)) by the Plan 

in connection with a Stock Rights 

offering by Revlon, Inc. (Revlon), a 

holding company that wholly owns 

Revlon Consumer Products Corporation 

(RCPC), a party in interest with respect 

to the Plan; (2) the holding of the Stock 

Rights by the Plan during the 

subscription period of the Stock Rights 

offering; and (3) the disposition or 

exercise of the Stock Rights by the Plan, 

provided that the following conditions 

were met: 

(a) The Stock Rights were acquired 

pursuant to Plan provisions for 

individually-directed investment of 

such accounts; 

(b) The Plan’s receipt of the Stock 

Rights occurred in connection with a 

Stock Rights offering made available on 

the same terms to all shareholders of 

common stock of Revlon; 

(c) All decisions regarding the holding 

and disposition of the Stock Rights by 

the Plan were made, in accordance with 

the Plan provisions for individuallydirected investment of participant 

accounts, by the individual Plan 

participants whose accounts in the Plan 

received Stock Rights in connection 

with the Stock Rights offering; 

(d) The Plan’s acquisition of the Stock 

Rights resulted from an independent act 

of Revlon as a corporate entity, and all 

holders of the Stock Rights, including 

the Plan, were treated in the same 

manner with respect to the acquisition; 

and 

(e) The Plan received the same 

proportionate number of Stock Rights as 

other owners of Class A common stock. 

EFFECTIVE DATE: This exemption, if 

granted, will be effective as of December 

18, 2006. 

Summary of Facts and Representations 

1. RCPC is the sponsor of the Plan. 

The Plan is a tax-qualified, defined 

contribution profit sharing plan that 

incorporates a cash or deferred (i.e., 

401(k)) arrangement. The trustee of the 

trust established under the Plan is 

Fidelity Management Trust Company 

(the Trustee).1

Revlon is a world leader in cosmetics, 

skin care, fragrance and personal care. 

MacAndrews & Forbes Holdings Inc. 

(together with its affiliates, 

MacAndrews & Forbes), which is 

wholly owned by Ronald O. Perelman, 

beneficially owns 217,444,170 shares of 

the Class A Common Stock (including 

37,063,156 shares of Class A Common 

Stock beneficially owned by a family 

member, with respect to which shares 

MacAndrews & Forbes holds a voting 

proxy but excluding 1,525,000 that are 

fully vested and exercisable within 60 

days of December 11, 2006). Mr. 

Perelman, through MacAndrews & 

Forbes, also beneficially owns all of the 

outstanding 31,250,000 shares of the 

Class B Common Stock, which, together 

with the Class A Common Stock 

referenced above, represents 

approximately 60% of the outstanding 

shares of the Corporation’s outstanding 

Common Stock. Based on the shares 

referenced above, Mr. Perelman, as of 

the Record Date, had approximately 

76% of the combined voting power of 

the outstanding shares of the Class A 

and the Class B Common Stock. 

2. Class A common stock and Class B 

common stock are in all respects 

identical except that (i) each share of 

Class A common stock entitles the 

holder to one vote and each share of 

Class B common stock entitles the 

holder to ten votes on all matters being 

voted on by Revlon’s stockholders, (ii) 

Class A common stock is publicly 

traded and held in the Plan whereas 

Class B common stock is not publicly 

traded and not held in the Plan, and (iii) 

certain transfer restrictions apply to 

Class B common stock that do not apply 

to Class A common stock. These 

restrictions provide that the Class B 

common stock (all of which is currently 

held by MacAndrews & Forbes) can only 

be transferred to affiliates of the current 

holder of Class B common stock. 

The Plan provides for a variety of 

contributions in addition to 401(k) 

contributions, including after-tax 

employee contributions, companymatching contributions, rollover 


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21304 Federal Register / Vol. 72, No. 82 / Monday, April 30, 2007 / Notices 

2No other ‘‘employer security,’’ within the 

meaning of section 407 of ERISA, is presently 

available as an investment under the Plan. 

3Plan participants are effectively free to designate 

the extent to which their Plan accounts will be 

invested in Class A Common Stock. 

4The distribution of the Rights was accomplished 

as a dividend under Delaware corporate law. 

Accordingly, Revlon was required to distribute the 

Rights to all stockholders on a pro rata basis. In 

exercising their fiduciary duties to all stockholders, 

the Board of Directors of Revlon was required to 

treat all stockholders (including the Plan) the same 

and cannot pay a dividend to some, but not all, 

stockholders. 

5Revlon is required under its credit agreement to 

use the proceeds of a $110 million equity issuance 

by Revlon, to be completed on or before March 31, 

2007, to promptly reduce its indebtedness. Revlon 

has determined that a rights offering such as the 

Stock Rights offering is the most appropriate way 

for it to fulfill the capital commitment while 

providing an opportunity for all stock holders of 

Revlon, including the Plan participants, to retain 

their pro rata ownership in Revlon. Revlon believed 

that it will not be able to timely fulfill its credit 

agreement commitment if the Stock Rights offering 

is delayed until prospective exemptive relief is 

provided. 

contributions and profit-sharing 

contributions. The Plan permits 

individual participants to direct the 

investment of their entire account 

balance under the Plan to the extent 

described below and is intended to 

satisfy the requirements of section 

404(c) of ERISA with respect to all such 

participant investment directions. 

One of the investments available 

under the Plan is Class A Common 

Stock (the Common Stock Fund).2

Participants may allocate all 

contributions made on their behalf (and 

any earnings thereon) among the 

Common Stock Fund and all of the 

other investments available under the 

Plan.3

3. As of December 11, 2006, there 

were approximately 3,376 participants 

in the Plan. The Plan’s assets totaled 

approximately $131,932,023. 

Approximately 1,367 Plan participants 

and beneficiaries held shares of Class A 

Common Stock. The Plan held 

approximately 1,038,671 shares of Class 

A Common Stock, or approximately 

0.27% of the then outstanding shares of 

Class A Common Stock, with a value of 

approximately $1,516,459 based on the 

$1.46 closing price on the New York 

Stock Exchange of Class A Common 

Stock on December 11, 2006), or 

approximately 1.1% of Plan assets. 

Because the Plan holds Class A 

Common Stock, Stock Rights were 

allocated to Plan participants in 

proportion to their holdings of Class A 

Common Stock under the Plan, and Plan 

participants were entitled to dispose of 

those Stock Rights on the terms and 

conditions described more fully below. 

Participants in the Plan received the 

same information regarding the Stock 

Rights offering as is provided to all 

stockholders. In addition, participants 

were provided a special notice that 

describes some features of the Stock 

Rights offering in easily understood 

language, together with additional 

information that is peculiar to their 

status as holders of Class A Common 

Stock under the Plan (for example, 

special rules relating to the payment of 

the purchase price for shares under the 

Stock Rights offering). 

4. If the Plan were denied 

participation in the Stock Rights 

offering, Plan participants would not 

have received the benefit of the Stock 

Rights which other stockholders 

received, including the ability to realize 

value by selling Stock Rights. Revlon 

has requested this exemption so that 

Plan participants would be eligible to 

participate in the Stock Rights offering 

on the same basis as other 

stockholders.4

5. Revlon launched the Stock Rights 

offering on December 18, 2006. The 

Stock Rights offering expired at 5 p.m., 

New York, New York local time on 

January 19, 2007. The amount of the 

Stock Rights offering was $100 million 

(the Maximum Amount). 

Each Stock Right entitles its holder to 

purchase a number of shares of Class A 

Common Stock such that the aggregate 

number of shares of Class A Common 

Stock to be offered in the Stock Rights 

offering, multiplied by the Subscription 

Price, will equal the Maximum 

Amount.5 The Stock Rights were 

transferable, as described to Plan 

participants in the Stock Rights 

prospectus. A market for the Stock 

Rights did develop and was maintained: 

The Stock Rights began trading on the 

New York Stock Exchange on December 

20, 2006, and ceased trading January 18, 

2007 (i.e., the day before the expiration 

of the offering). The Stock Rights were, 

in fact, sold for each Plan participant 

who directed a sale or who did not give 

a proper exercise order. 

6. Revlon paid all of the fees and 

expenses attributable to the Stock Rights 

offering (other than any fees that may be 

charged by brokers or nominees). No 

fees or expenses were paid by the Plan 

(other than any standard commissions 

that may apply to the sale of any Right). 

The Stock Rights were sold and a 

commission was charged upon the sale 

of rights consistent with the disclosure 

to Plan participants in the rights offering 

prospectus. For any Stock Rights sold by 

the Plan, a commission of 2.9 cents per 

right was charged to the Plan account 

from which the Stock Right was sold. 

The commission was disclosed to 

participants in the materials provided 

explaining the Stock Rights offering. 

The commission was not paid to Revlon 

but to a broker-dealer, National 

Financial Services (NFS) of New York 

City, New York, for the sale transaction. 

NFS is an affiliate of the Trustee. 

7. The Investment Committee 

considered whether it was appropriate 

and in the best interests of the Plan to 

permit the Trustee to effect sales of 

Stock Rights under the Plan through 

NFS. The Investment Committee took 

the following considerations into 

account, among others: (a) Brokerage 

services required to effect the sales 

transactions are necessary services for 

the operation of the Plan; (b) the 

reputation of NFS as a reputable broker; 

(c) the already established procedures 

between the Trustee and NFS for the 

prompt execution of sales transactions 

under the Plan; (d) the ability of NFS to 

accept the engagement on very short 

notice (i.e., the short notice provided by 

Revlon); (e) the reasonable price charged 

for the brokerage services when 

compared with other unrelated brokers; 

and (f) the short-term nature of the 

arrangement. Following discussion, the 

Investment Committee authorized the 

use of NFS as broker for effecting sales 

of Stock Rights under the Plan. 

Although Fidelity is affiliated with NFS, 

Fidelity did not use any discretion to 

select NFS as broker for the Stock 

Rights. Plan participants paid 

commissions on the sale of their Stock 

Rights in the same manner as any other 

similarly situated shareholder paid 

commissions on the sales of their Stock 

Rights. 

8. Each Right carries with it a basic 

subscription privilege and an oversubscription privilege. The basic 

subscription privilege entitles a Rights 

holder to subscribe for its pro rata share 

of Class A Common Stock offered in the 

Stock Rights offering. MacAndrews & 

Forbes has agreed, upon the 

consummation of the Stock Rights 

offering and at the Subscription Price, to 

acquire the number of shares of Class A 

Common Stock as equals the number of 

shares of Class A Common Stock that 

MacAndrews & Forbes would otherwise 

have been entitled to purchase in the 

Stock Rights offering pursuant to its 

basic subscription privilege. Except for 

MacAndrews & Forbes, all holders of 

Common Stock who elected to exercise 

their Rights in full were also permitted 

to subscribe for the remaining shares at 

the same Subscription Price per share, 

to the extent that other shareholders did 

not exercise all of their rights in full. 

Although MacAndrews & Forbes, as a 

holder of Common Stock, would 

otherwise have been entitled to such 

over-subscription privilege, 


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Federal Register / Vol. 72, No. 82 / Monday, April 30, 2007 / Notices 21305 

6This date was before the expiration date of the 

Stock Rights offering in order to enable the Trustee 

to review and implement participant directions 

(including the liquidation of individual account 

balances necessary to fund each participant’s 

exercise price) and provide such aggregate 

instructions to the subscription agent under the 

Offering within the time constraints imposed 

generally with respect to the Stock Rights offering. 

Because the Stock Rights offering was extended for 

at least thirty (30) calendar days, Revlon did not 

anticipate that this requirement was unduly 

restrictive for Plan participants. 

MacAndrews & Forbes has agreed to 

subordinate such rights in order to 

enhance the over-subscription privilege 

of other stockholders. 

MacAndrews & Forbes agreed to 

‘‘back-stop’’ $75 million of the Stock 

Rights offering by purchasing, on the 

same terms as the Stock Rights offering, 

such number of shares of Class A 

Common Stock offered but not 

purchased by other Rights holders as 

would be sufficient for the aggregate 

gross proceeds of the Stock Rights 

offering to total $75 million. With 

respect to the shares offered in the Stock 

Rights offering in excess of the $75 

million being backstopped by 

MacAndrews & Forbes (i.e., shares with 

an approximate value of $25 million), 

MacAndrews & Forbes had the right, but 

not the obligation, pursuant to a private 

placement agreement with the Revlon, 

to purchase additional shares of Class A 

Common Stock, at the Subscription 

Price, in the event the Stock Rights 

offering was not fully subscribed after 

Rights holders, other than MacAndrews 

& Forbes, exercise their basic and oversubscription privileges. 

9. If a sufficient number of shares 

were not available to fully satisfy the 

over-subscription privilege requests, the 

available shares were to be sold pro rata 

among Rights holders who exercised 

their over-subscription privilege based 

on the number of shares each Rights 

holder subscribed for under the basic 

subscription privilege. Any excess 

subscription payments were returned 

without interest or deduction promptly 

after the expiration of the Stock Rights 

offering. 

Any election to exercise a Right 

(whether made with respect to Stock 

Rights held under the Plan or otherwise) 

was irrevocable once made. Plan 

participants who wanted to exercise 

some or all of their Rights were required 

to notify the Trustee on or before the 

date that is approximately seven (7) 

calendar days before the expiration of 

the Stock Rights offering (the Plan 

Election Date).6

10. Participants were also entitled to 

direct the Trustee to sell the Rights 

allocated to them on the open market by 

notifying the Trustee of such election on 

or before the Plan Election Date; any 

such election was irrevocable once 

made and were executed as soon as 

practicable after it is received. To the 

extent that a participant did not elect to 

either exercise or sell the Rights 

credited to his or her account on or 

before the Plan Election Date, the 

Investment Committee instructed the 

Trustee to attempt to sell such Rights on 

the open market in the same manner as 

if the participant had directed such a 

sale. The Investment Committee 

instructed the Trustee not to exercise 

Rights where the Subscription Price 

exceeds the per share public trading 

price of Class A Common Stock at the 

time for exercise (in which case an 

attempt was made to sell the Rights 

instead, although the Rights likely 

would have no value in such a case and 

thus would expire without value). A 

confirmation of a sale or exercise of 

rights, as the case may be, appeared on 

participant statements. 

11. Approximately three (3) calendar 

days before the expiration of the Stock 

Rights offering, the Trustee liquidated 

an amount sufficient to pay a Plan 

participant’s exercise price by selling a 

pro-rata portion of the amounts held in 

such participant’s various investment 

funds (other than the Common Stock 

Fund) and transferred such funds to the 

subscription agent in order to 

participate in the Stock Rights offering 

on behalf of Plan participants who elect 

to exercise some or all of their Rights. 

No Stock Rights under the Plan were 

exercised before this date. The shares of 

Class A Common Stock purchased upon 

the consummation of the Stock Rights 

offering were be allocated to the 

accounts of Plan participants as soon as 

practicable thereafter. 

12. In summary, it is represented that 

the proposed transaction meets the 

statutory criteria of section 408(a) of the 

Act because: (a) The Stock Rights were 

acquired pursuant to Plan provisions for 

individually-directed investment of 

such accounts; (b) The Plan’s receipt of 

the Stock Rights occurred in connection 

with a Stock Rights offering made 

available on the same terms available to 

all shareholders of common stock of 

Revlon; (c) All decisions regarding the 

holding and disposition of the Stock 

Rights by the Plan were made, in 

accordance with the Plan provisions for 

individually-directed investment of 

participant accounts, by the individual 

Plan participants whose accounts in the 

Plan received Stock Rights in 

connection with the Stock Rights 

offering; (d) The Plan’s acquisition of 

the Stock Rights resulted from an 

independent act of Revlon as a 

corporate entity; and (e) The Plan 

received the same proportionate number 

of Stock Rights as other owners of Class 

A common stock. 

Notice to Interested Persons: Notice of 

the proposed exemption shall be given 

to all interested persons in the manner 

agreed upon by the Employer and 

Department within 15 days of the date 

of publication in the Federal Register. 

Comments and requests for a hearing are 

due forty-five (45) days after publication 

of the notice in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Khalif Ford of the Department, 

telephone (202) 693–8540 (this is not a 

toll-free number). 

American Maritime Officers Safety & 

Education Plan (the S&E Plan) Located 

in Dania Beach, Florida and Toledo, 

Ohio 

[Exemption Application No. L–11365] 

Proposed Exemption 

The Department is considering 

granting the following exemption under 

the authority of section 408(a) of the Act 

and in accordance with the procedures 

set forth in 29 CFR part 2570, subpart 

B (55 FR 32836, August 10, 1990). If the 

exemption is granted, the restrictions of 

sections 406(a)(1)(C) and 406(a)(1)(D) of 

the Act shall not apply to the S&E 

Plan’s, doing business as STAR Center, 

entering into an agreement with 

Kongsberg Maritime Simulator Inc. 

(Kongsberg), a party in interest, to 

provide certain services (the Services) to 

Kongsberg at the Dania Beach, Florida 

facility (the Facility) involving 

hydrodynamic and geographic modeling 

and training required in connection 

with Kongsberg’s contract with the U.S. 

Navy, provided that the following 

conditions are met: 

Conditions 

This proposed exemption is subject to 

the following conditions: 

(a) The S&E Plan will charge and will 

be paid for the Services at the rates 

approved by the Board of Trustees of the 

S&E Plan (the Trustees) for similar 

services provided to unrelated third 

parties; 

(b) The terms of the arrangement 

between the S&E Plan and Kongsberg 

are at least as favorable to the S&E Plan 

as those obtainable in an arm’s length 

transaction with an unrelated party; 

(c) An independent auditor will 

perform annual audits of the S&E Plan 

to identify and reconcile any 

recordkeeping discrepancies involving 

the Services; and 

(d) The S&E Plan will maintain, for a 

period of six (6) years, the records 

necessary to determine whether the 


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21306 Federal Register / Vol. 72, No. 82 / Monday, April 30, 2007 / Notices 

conditions of this exemption have been 

met. 

Summary of Facts and Representations 

1. The S&E Plan is a jointly 

administered multiemployer welfare 

training plan funded pursuant to a 

collective bargaining agreement. The 

purposes of the S&E Plan are to (a) 

develop and execute programs for the 

education, development and 

improvement of licensed marine 

officers, (b) develop and execute 

programs to increase safety in the 

operation of marine vessels, (c) create 

and execute programs to develop and 

maintain a skilled pool of licensed 

marine officers and (d) develop and 

execute a research program on a variety 

of issues of interest to S&E Plan 

participants and their employers. The 

S&E Plan conducts training and 

accommodates the students attending 

training at the Facility. As of January 6, 

2006, the S&E Plan had 3,495 

participants and beneficiaries and 

$43,563,887 in plan assets. 

Kongsberg is an industry leader in 

supplying simulators that are used in 

the training of professional mariners. 

The S&E Plan, doing business as the 

STAR Center, utilizes Kongsberg marine 

simulators to provide training for 

participants of the S&E Plan. 

2. Kongsberg has provided services to 

the STAR Center that include: 

Delivering simulation software and 

hardware; providing training on the use 

of its products; and providing software 

updates and technical support to the 

STAR Center. Accordingly, Kongsberg 

could be viewed as a party in interest to 

the Plan as a service provider under 

ERISA § 3(14) and certain transactions 

between the S&E Plan and Kongsberg 

would be prohibited transactions under 

ERISA section 406(a). 

The applicant represents that because 

of the unique nature of the maritime 

industry, and the specialized niches 

held by Kongsberg and the STAR 

Center, the STAR Center is especially 

suited to provide training-related 

services to Kongsberg. Kongsberg has 

recently signed a contract with the 

United States Navy to supply a total of 

57 navigation simulators that will 

constitute a critical part of an ongoing 

U.S. Navy program for navigation, 

seamanship and ship handling training. 

Because of the experience and expertise 

of the STAR Center, Kongsberg wishes 

to subcontract with the STAR Center to 

permit the STAR Center to perform 

certain hydrodynamic modeling and 

geographic modeling necessary for the 

development of the navigation 

simulators, and to provide training 

assistance. The S&E Plan wishes to 

contract with Kongsberg to provide 

these services since it would be in 

furtherance of the overall purposes of 

the S&E Plan and beneficial to the STAR 

Center and the S&E Plan participants, as 

well as the United States Navy. 

3. The Facility is home to the STAR 

Center. S&E Plan participants attend 

courses at the STAR Center, which is 

among the most comprehensive and 

advanced maritime training and 

research facilities in the world. The 

STAR Center provides participants in 

the S&E Plan with complete license 

training, license upgrading and 

certifications with respect to various 

U.S. Coast Guard and international 

treaty requirements. The STAR Center 

also has the capability to develop 

models of vessels and ports that can be 

utilized in training programs. 

At the core of the STAR Center is the 

360-degree full mission training bridge, 

from which officers can simulate 

command of various types of vessels in 

over a hundred different waterways 

from around the world. The instructors 

at the STAR Center and the simulator’s 

programmers use the simulator to recreate a variety of situations and 

conditions in order to train participants 

in safe and efficient vessel operations 

and effective responses to hazardous 

environments and extreme conditions. 

Many of the models utilized on the 

simulators are developed at the STAR 

Center. The Facility includes other 

types of simulators as well. The 

students’ training on the simulators is 

interactive and provides for real-time 

exercises. It is the STAR Center’s ability 

to provide hands-on, real-time training 

in a controlled environment and model 

different environments that makes the 

S&E Plan a valuable benefit to its 

participants and makes S&E Plan 

participants even more valuable to 

contributing employers. Simulators 

used at the STAR Center were 

purchased from Kongsberg and the S&E 

Plan has an on-going maintenance 

contract with Kongsberg. 

4. Participants in the S&E Plan work 

predominantly on U.S.-flag ships in 

foreign and domestic commercial trade. 

Many serve onboard civilian ships 

under contract to the United States 

government. In addition, participants 

also serve as engine and deck officers 

and stewards in the U.S.-flag Great 

Lakes dry bulk and tanker fleets and on 

various vessels and tug barges on inland 

waterways. The S&E Plan, through the 

STAR Center, provides centralized 

training locations for employees in the 

maritime industry. In addition, 

maritime officers are subject to Federal 

laws and significant regulation and 

licensing requirements by the United 

States Coast Guard, the Department of 

Defense and the Department of 

Transportation. The S&E Plan and the 

STAR Center provide a centralized way 

for maritime officers to obtain licenses 

and training required by the various 

governmental agencies. 

5. Kongsberg will pay the S&E Plan 

for these services at the rates approved 

by the Trustees for similar services 

provided to unrelated third parties. The 

following is a description of the service 

that would be provided by the S&E Plan. 

Hydrodynamic Modeling: The 

applicant represents that the key to 

realistic ship-handling simulation is an 

accurate representation of ship 

maneuvering characteristics. The 

mathematical modeling of ship behavior 

is referred to as ‘‘Hydrodynamic 

Modeling.’’ The applicant represents 

that the STAR Center has developed 

skills in this area over the last several 

years and has personnel uniquely 

qualified in the development of 

hydrodynamic models required by 

Kongsberg. 

Geographic Modeling: In order to 

represent the environment necessary for 

ship-handling simulation, a 

‘‘Geographic Model’’ needs to be 

created. This model includes a visual 

representation of a particular port or 

waterway as well as the bathometric 

(underwater contours) and 

environmental conditions, such as water 

current and wind. The STAR Center has 

developed a substantial in-house 

capability to create these models. 

Although the field of simulation 

modeling is expanding, models that will 

run on a Kongsberg simulator require 

the use of proprietary software tools. 

The applicant represents that the STAR 

Center is the largest external developer 

of Kongsberg-specific geographic 

models and has the capability and a 

reputation for creating accurate 

geographic models. 

Training: The STAR Center is 

currently the largest user of Kongsberg 

simulators in the country and has years 

of experience utilizing these simulators 

in approved training programs. The 

applicant represents that because of this 

experience, the STAR Center is 

qualified to assist Kongsberg in training 

other users in the proper operation of 

the simulators. 

6. The applicant represents that the 

STAR Center has developed and 

improved its capabilities over the last 

thirteen years and is recognized as a 

provider of specialized simulator 

training services. Because this is a small 

industry, and there are a limited number 

of entities with the requisite experience 

and expertise in simulation training, the 

inability of the S&E Plan to contract 


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Federal Register / Vol. 72, No. 82 / Monday, April 30, 2007 / Notices 21307 

with Kongsberg to provide modeling 

and training services unduly restricts 

the operations of the S&E Plan. By 

providing the Services, the S&E Plan 

would be able to develop hydrodynamic 

and geographic models that will 

improve the overall quality of maritime 

officers and increase safety in the 

operation of marine vessels, thus 

furthering the purposes of the S&E Plan, 

and would be able to increase the level 

of expertise in the application of 

modeling tools and techniques by the 

S&E Plan, thus expanding the training 

opportunities for S&E Plan participants, 

many of whom are employed on vessels 

assigned to areas of conflict overseas. 

Many S&E Plan participants serve on 

vessels engaged in the transportation 

and supply of cargo to troops stationed 

in conflicts around the world. Finally, 

the revenue received by the STAR 

Center from the Services will help offset 

operating costs of the STAR Center. 

This, in turn, will allow the S&E Plan 

to provide expanded services to plan 

participants without increasing 

contribution levels. 

7. To ensure that the interests of the 

S&E Plan and their participants are well 

protected, the S&E Plan has retained 

Bond Beebe C.P.A. (Bond Beebe) as 

outside auditors to perform the annual 

audit of the Services. Bond Beebe will 

perform annual audits of the S&E Plan 

to identify and reconcile any 

recordkeeping discrepancies involving 

the Services. 

8. In summary, the applicant 

represents that the proposed transaction 

satisfies the statutory criteria for an 

exemption under section 408(a) of the 

Act for the following reasons: (a) The 

S&E Plan will charge and will be paid 

for the Services at the rates approved by 

the Trustees for similar services 

provided to unrelated third parties; (b) 

The terms of the arrangement between 

the S&E Plan and Kongsberg are at least 

as favorable to the S&E Plan as those 

obtainable in an arm’s length 

transaction with an unrelated party; (c) 

An independent auditor will perform 

annual audits of the S&E Plan to 

identify and reconcile any 

recordkeeping discrepancies involving 

the Services; and (d) The S&E Plan will 

maintain, for a period of six (6) years, 

the records necessary to determine 

whether the conditions of this 

exemption have been met. 

Notice to Interested Persons 

Notice to Interested Parties: Notice of 

the proposed exemption shall be given 

to all interested persons in the manner 

agreed upon by the Employer and 

Department within 15 days of the date 

of publication of this notice of proposed 

exemption in the Federal Register. 

Comments and requests for a hearing are 

due forty-five (45) days after publication 

of this notice in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: 

Khalif Ford of the Department, 

telephone (202) 693–8540. (This is not 

a toll-free number.) 

General Information 

The attention of interested persons is 

directed to the following: 

(1) The fact that a transaction is the 

subject of an exemption under section 

408(a) of the Act and/or section 

4975(c)(2) of the Code does not relieve 

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions of the Act and/or the Code, 

including any prohibited transaction 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which, among other things, 

require a fiduciary to discharge his 

duties respecting the plan solely in the 

interest of the participants and 

beneficiaries of the plan and in a 

prudent fashion in accordance with 

section 404(a)(1)(b) of the Act; nor does 

it affect the requirement of section 

401(a) of the Code that the plan must 

operate for the exclusive benefit of the 

employees of the employer maintaining 

the plan and their beneficiaries; 

(2) Before an exemption may be 

granted under section 408(a) of the Act 

and/or section 4975(c)(2) of the Code, 

the Department must find that the 

exemption is administratively feasible, 

in the interests of the plan and of its 

participants and beneficiaries, and 

protective of the rights of participants 

and beneficiaries of the plan; 

(3) The proposed exemptions, if 

granted, will be supplemental to, and 

not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transitional rules. 

Furthermore, the fact that a transaction 

is subject to an administrative or 

statutory exemption is not dispositive of 

whether the transaction is in fact a 

prohibited transaction; and 

(4) The proposed exemptions, if 

granted, will be subject to the express 

condition that the material facts and 

representations contained in each 

application are true and complete, and 

that each application accurately 

describes all material terms of the 

transaction which is the subject of the 

exemption. 

Signed at Washington, DC, this 25th day of 

April, 2007. 

Ivan Strasfeld, 

Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. E7–8184 Filed 4–27–07; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Workforce Investment Act of 1998 

(WIA); Notice of Incentive Funding 

Availability for Program Year (PY) 2005 

Performance 

AGENCY: Employment and Training 

Administration, Labor. 

ACTION: Notice. 

SUMMARY: The Department of Labor, in 

collaboration with the Department of 

Education, announces that nine states 

are eligible to apply for Workforce 

Investment Act (WIA) (Pub. L. 105–220, 

29 U.S.C. 2801 et seq.) incentive awards 

under the WIA Regulations. 

DATES: The nine eligible states must 

submit their applications for incentive 

funding to the Department of Labor by 

June 14, 2007. 

ADDRESSES: Submit applications to the 

Employment and Training 

Administration, Office of Performance 

and Technology, 200 Constitution 

Avenue, NW., Room S–5206, 

Washington, DC 20210, Attention: 

Karen Staha and Traci DiMartini, 

Telephone number: 202–693–3698 (this 

is not a toll-free number). Fax: 202–693–

3490. E-mail: staha.karen@dol.gov and 

dimartini.traci@dol.gov. Information 

may also be found at the ETA 

Performance Web site: http:// 

www.doleta.gov/performance. 

SUPPLEMENTARY INFORMATION: Nine (9) 

states (see Appendix) qualify to receive 

a share of the $16.3 million available for 

incentive grant awards under WIA 

section 503. These funds, which were 

contributed by the Department of 

Education from appropriations for the 

Adult Education and Family Literacy 

Act and the Carl D. Perkins Vocational 

and Technical Education Act, are 

available for the eligible states to use 

through June 30, 2009, to support 

innovative workforce development and 

education activities that are authorized 

under title I (Workforce Investment 

Systems) or title II (the Adult Education 

and Family Literacy Act (AEFLA)) of 

WIA, or under the Perkins Act (Pub. L. 

105–332, 20 U.S.C. 2301 et seq.). In 

order to qualify for a grant award, a state 

must have exceeded performance levels 

agreed to by the Secretaries, Governor, 

and State Education Officer for 


rwilkins on PROD1PC63 with NOTICES