33732 Federal Register / Vol. 63, No. 118 / Friday, June 19, 1998 / Notices

exemption, refer to the Notice of

Proposed Exemption published on April

22, 1998, at 63 FR 19953.

For Further Information Contact: Mr.

C. E. Beaver of the Department,

telephone (202)219–8881. (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 to which the exemptions

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) These exemptions are

supplemental to and not in derogation

of, any other provisions of the Act and/

or the Code, including statutory or

administrative exemptions and

transactional 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

(3) The availability of these

exemptions is subject to the express

condition that the material facts and

representations contained in each

application accurately describes all

material terms of the transaction which

is the subject of the exemption.

Signed at Washington, D.C., this 16th day

of June 1998.

Ivan Strasfeld,

Director of Exemption Determinations,

Pension and Welfare Benefits Administration,

U.S. Department of Labor.

[FR Doc. 98–16337 Filed 6–18–98; 8:45 am]

BILLING CODE 4510–29–P

DEPARTMENT OF LABOR

Pension and Welfare Benefits

Administration

[Application Nos. D–10470 and D–10576]

Navistar International Transportation

Corporation (Navistar); Located in

Chicago, IL and the Supplemental

Program Committee of the Navistar

International Transportation

Corporation Retiree Health Benefit and

Life Insurance Plan (Supplemental

Program Committee) Located in

Euclid, OH

AGENCY: Department of Labor.

ACTION: Notice of proposed amendments

to Prohibited Transaction Exemption

(PTE) 93–69

SUMMARY: This document contains a

notice of pendency before the

Department of Labor (the Department) of

proposed amendments to PTE 93–69 [58

FR 51105, September 30, 1993]. PTE 93–

69 provides an exemption from certain

prohibited transaction restrictions of the

Employee Retirement Income Security

Act of 1974 for: (1) the acquisition and

holding by the Navistar International

Transportation Corporation Retiree

Health Benefit and Life Insurance Plan

(New Plan) of shares of Class B Common

Stock and Series A Preference Stock of

Navistar International Corporation

(NIC); (2) the holding by the New Plan

of shares of NIC Common Stock

resulting from the conversion of NIC

Class B Common Stock into such shares;

(3) the extension of credit between

Navistar and the New Plan, which may

occur in conjunction with Navistar’s

annual obligation to advance funds to

the Supplementary Benefit Program

Trust; and (4) the sale of shares of NIC

Class B Common Stock by the New Plan

to Navistar. The proposed amendments,

if granted, would affect participants and

beneficiaries of, and fiduciaries with

respect to the New Plan.

EFFECTIVE DATE: If granted, the proposed

amendments will be effective July 1,

1998.

DATES: Written comments and requests

for a public hearing must be received by

the Department of Labor on or before the

expiration of August 3, 1998.

ADDRESSES: All written comments and

requests for a hearing (at least three

copies) should be sent to the Office of

Exemption Determinations, Pension and

Welfare Benefits Administration, room

N–5649, U.S. Department of Labor, 200

Constitution Avenue, NW., Washington

DC 20210, Attention: Application Nos.

D–10470 and D–10576. The applications

for amendments and the comments

received will be available for public

inspection in the Public Documents

Room of the Pension and Welfare

Benefits Administration, U.S.

Department of Labor, room N–5638, 200

Constitution Avenue, NW., Washington

DC 20210.

FOR FURTHER INFORMATION CONTACT:

Lyssa E. Hall of the Department of

Labor, telephone (202) 219–8971. (This

is not a toll-free number.)

SUPPLEMENTARY INFORMATION: Notice is

hereby given of the pendency before the

Department of proposed amendments to

PTE 93–69. The proposed amendments

were requested in applications filed by

the Supplemental Program Committee

and Navistar pursuant to section 408(a)

of the Act and in accordance with

procedures set forth in 29 CFR part

2570, subpart B (55 FR 32836, 32847.

August 10, 1990). One of the proposed

amendments would permit William

Craig, a member of the Supplemental

Program Committee, to continue to

serve on the NIC board of directors

beyond the termination of the Lock-up

Period. The other amendment would

permit the sale of shares of NIC

Common Stock by the New Plan to NIC

or Navistar for not less than adequate

consideration as defined in section 3(18)

of the Act.

Summary of Facts and Representations

The applications contain

representations with regard to the

proposed amendments which are

summarized below. Interested persons

are referred to the applications on file

with the Department for the complete

representations of the applicants.

1. Background

(a) Navistar, a Delaware corporation

headquartered in Chicago, Illinois, is a

manufacturer of large and medium size

trucks and mid-range diesel engines.

(b) NIC is a publicly-traded

corporation which wholly owns

Navistar.

(c) The Supplemental Program

Committee is a five-member committee

which is responsible for managing the

assets of the Supplemental Benefit

Program Trust.

(d) In 1992 , Navistar proposed to

terminate its retiree health and life

insurance benefit program and to

replace it with a plan providing a

reduced schedule of benefits. The New

Plan was created as part of the 1993

settlement of a class action which was

filed by the Navistar retirees against

Navistar in response to the proposed
Federal Register / Vol. 63, No. 118 / Friday, June 19, 1998 / Notices 33733

1Shy et al. v. Navistar International Corporation,

et. al., Civil Action No. C–3–92–333 (S.D. Ohio,

1992) (Shy Settlement).

2The period beginning on the date of the

contribution of Class B Common Stock to the

Supplemental Benefit Program Trust in 1993 until

July 1, 1998 is the ‘‘Lock-up Period’’. 3 58 FR 35467, 35468 (July 1, 1993).

termination.1 The New Plan consists of

two parts, the Retiree Health Benefit

Program and Trust (‘‘Base Program’’ and

‘‘Base Trust’’) and the Supplemental

Benefit Program and Trust. The

Supplemental Benefit Program Trust

was initially funded with approximately

255 million shares of NIC Class B

Common Stock.

Until the end of the Lock-up Period

(July 1, 1998),2 the NIC Class B Common

Stock generally is restricted and has no

voting or transfer rights. The NIC Class

B Common Stock certificates bear a

legend indicating that the stock has not

been registered under the Securities Act

of 1933 and may not be sold or

transferred. In addition, under the terms

of NIC’s Certificate of Incorporation and

pursuant to the Shy Settlement, the

Supplemental Benefit Program Trust

could not sell its Class B Common Stock

until the end of the Lock-up Period,

except in a transaction approved by

NIC’s board of directors. On July 1, 1998

(or upon an earlier sale approved by the

Board), the Class B Common Stock will

automatically convert to NIC Common

Stock, a widely-held publicly-traded

New York Stock Exchange security with

full voting rights. After the Lock-up

Period expires, a Registration Rights

Agreement gives the Supplemental

Benefit Program Trust the right to

require NIC to register the Supplemental

Benefit Program Trust’s NIC Common

Stock and the exclusive right to sell NIC

Common Stock to the public for five

years or until the sale of $500 million

in NIC Common Stock by the

Supplemental Benefit Program Trust,

whichever occurs first. All decisions

regarding management of the

Supplemental Benefit Trust, including

decisions affecting the NIC stock, are

made by a five-person committee, the

Supplemental Program Committee.

PTE 93–69 provides, in part, that

effective July 1, 1993, the restrictions of

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

407(a) of the Act shall not apply to the

acquisition and holding by the New

Plan of Class B Common Stock, the

extension of credit which may occur in

conjunction with Navistar’s annual

obligation to advance funds to the

Supplemental Benefit Trust the holding

by the New Plan of shares of NIC

Common Stock resulting from the

conversion of NIC Class B Common

Stock into such shares, or the sale of

NIC Class B Common Stock by the New

Plan to Navistar. One of the conditions

in the notice of proposed exemption for

PTE 93–69 3 requires in part, that:

(1) the majority of the members of the

Supplemental Program Committee

would be individuals who:

(a) Are not affiliates of Navistar, NIC

or the UAW;

(b) Did not have any ownership

interest in Navistar or NIC;

(c) Are not officers, directors, or 5

percent or more shareholders or

partners of a person in which NIC has

an ownership interest.

In commenting on the proposed

exemption, the UAW requested that the

final exemption permit the

Supplemental Program Committee to

name one of its non-UAW members to

serve on NIC’s board of directors. The

UAW represented that the failure to

allow a non-UAW member of the

Supplemental Program Committee to

serve on NIC’s board of directors would

impair the Committee’s ability to pursue

the most prudent course towards

maximizing the value of the

Supplemental Benefit Program Trust.

The UAW stated that the Supplemental

Program Committee desired to make

[board] selections that would best

facilitate the Committee’s efforts to

protect its stake in the company. The

UAW further stated that without dual

membership on the part of at least one

of its appointments, the Committee felt

that its ability to act as an effective

‘‘watchdog’’ over NIC’s management

would be materially diminished. After

considering the UAW’s comment, the

Department decided to modify the final

exemption to permit one of the three

non-UAW members of the

Supplemental Program Committee to

serve on NIC’s board of directors during

the Lock-up Period. In this regard,

William Craig has served on NIC’s board

of directors as well as on the

Supplemental Program Committee up to

the present time.

2. The Supplemental Program

Committee’s Requested Amendment

(a) In support of its application to

amend PTE 93–69 to allow Mr. Craig to

continue to serve on both the board of

directors of NIC and on the

Supplemental Program Committee, the

Committee represents that Mr. Craig has

a broad background in, and extensive

knowledge of the trucking industry and,

especially, NIC’s role therein which has

brought important insights to the

deliberations of the Supplemental

Program Committee. The Committee

members have learned to rely on his

judgement and abilities as he has

brought his wealth of experience to bear

on issues arising from his service as

both a non-UAW member of the

Supplemental Program Committee and a

member of NIC’s board of directors.

The applicant further notes that Mr.

Craig’s current dual service has only

served to enhance the value of his views

to the Supplemental Program

Committee. He has demonstrated both a

dedication to furthering the interests of

the shareholders of NIC and an acute

sensitivity to the importance that

successful resolution of labormanagement issues confronting NIC has

to the future success of NIC and the

health and welfare of its employees and

retirees.

In addition, the Supplemental

Program Committee states that the

unique perspective afforded Mr. Craig as

a result of the dual service permitted

under PTE 93–69 and the distinct

background and abilities he brings to

this dual service provides a function

that the Supplemental Program

Committee believes it can ill afford to

lose.

(b) In commenting on the proposed

exemption, the UAW represented that

the potential for conflict regarding dual

membership, if any, is minimal. To the

extent any conflicts were to arise a

Committee/board members’ conduct

would be reviewable under ERISA’s

fiduciary standards and, moreover, the

Committee would, in such

circumstances, be empowered to remove

such individual from the NIC board, if

appropriate.

(c) The Supplemental Program

Committee has acknowledged that they

have been briefed and understand the

limits that are placed on Mr. Craig

under federal and state securities laws

relating to Mr. Craig’s ability to make

disclosures to the Committee regarding

information he obtains at meetings of

the board of directors of NIC. Despite

those limitations, the Supplemental

Program Committee members believe

that Mr. Craig’s continuing dual service

on the Committee and on the board of

directors of NIC is critical to the

Supplemental Benefit Plan’s success.

The Committee further noted that Mr.

Craig will have available to him, at all

times, two different, expert legal

advisors, one for his service on the

Supplemental Program Committee and

one in his role on NIC’s board of

directors.

(d) In summary, the Supplemental

Program Committee believes that the

requested amendment to permit Mr.

Craig to continue in his dual roles will

assist the Supplemental Program

Committee in its future planning and
33734 Federal Register / Vol. 63, No. 118 / Friday, June 19, 1998 / Notices

help to ensure the future stability of the

Supplemental Benefit Program Trust.

4. Navistar’s Requested Amendment

Upon the expiration of the Lock-up

Period, the NIC Class B Common Stock

will automatically convert to NIC

Common Stock. Navistar requests an

amendment to PTE 93–69 to permit the

Supplemental Benefit Program Trust to

sell NIC Common Stock to either NIC or

Navistar after the expiration of the Lockup Period for not less than adequate

consideration as defined in section 3(18)

of the Act. Navistar represents that

having the ability to sell NIC Common

Stock to NIC or Navistar will provide

the Supplemental Benefit Program Trust

with an additional market for the stock.

In this regard, Navistar notes that NIC

Common Stock is widely traded on the

New York Stock Exchange, thus pricing

issues associated with non-publicly

traded securities would not be present

in these transactions.

The proposed amendments, if

granted, will be subject to the express

condition that the material facts and

representations contained in the

applications are true and complete, and

that the applications accurately describe

all material terms of the transactions to

be consummated pursuant to the

proposed amendment.

Notice to Interested Persons

Because of the large number of

potentially interested parties, it is not

possible to provide a separate copy of

notice of the proposed amendment to

each participant. The only practical

form of notice to interested parties is the

Federal Register. The Committee will,

however, provide notices to both NIC

and the UAW. Also, the Supplemental

Program Committee will supply copies

of the notice to union locals and

chapters of salaried employee retiree

organizations for posting or other

possible distribution to retirees.

Provision of notice in this manner can

be accomplished within 15 working

days of publication.

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 does not relieve a

fiduciary or other party in interest from

certain other provisions of the Act,

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.

(2) The proposed amendments to PTE

93–69, if adopted, will not extend to

transactions prohibited under section

406(b)(3) of the Act.

(3) Before an exemption may be

granted under section 408(a) of the Act,

the Department must find that the

exemption is administratively feasible,

in the interest of the plan and of its

participants and beneficiaries and

protective of the rights of participants

and beneficiaries of the plan; and

(4) The proposed amendments to PTE

93–69, if adopted, will be supplemental

to, and not in derogation of, any other

provisions of the Act, including

statutory or administrative exemptions.

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.

Written Comments and Hearing

Requests

All interested persons are invited to

submit written comments or requests for

a hearing on the pending exemption to

the address above, within the time

period set forth above.

All comments will be made a part of

the record. Comments received will be

available for public inspection with the

applications for amendment at the

address set forth above.

Proposed Amendments

Under section 408(a) of ERISA and in

accordance with the procedures set

forth in 29 CFR Part 2570, Subpart B [55

FR 32836, 32847 August 10, 1990], the

Department proposes to amend PTE 93–

69 as set forth below in italics in the

republished exemption below.

Transactions

If the exemption is granted, the

restrictions of sections 406(a), 406(b)(1),

406(b)(2) and 407(a) of the Act shall not

apply to (1) the acquisition and holding

by the Navistar International

Transportation Corporation Retiree

Health Benefit and Life Insurance Plan

(the New Plan) of shares or Class B

Common Stock and Series A Preference

Stock of Navistar International

Corporation (NIC); (2) the holding by the

New Plan of shares of NIC Common

Stock resulting from the conversion of

NIC Class B Common Stock into such

shares; (3) the extension of credit

between Navistar and the New Plan,

which may occur in conjunction with

Navistar’s annual obligation to advance

funds to the Supplemental Benefit

Program Trust; (4) the sale of shares of

NIC Class B Common Stock by the New

Plan to Navistar; and (5) the sale of

shares of NIC Common Stock by the

New Plan to NIC or Navistar, provided

that:

(a) All decisions regarding the

management of the Supplemental

Benefit Program Trust, including

determinations affecting NIC stock held

by such Trust, are made by the

Supplemental Program Committee;

(b) The Supplemental Program

Committee will take whatever action is

necessary to protect the New Plan’s

rights with respect to the transaction;

(c) With respect to the sale of NIC

Class B Common Stock by the New Plan

to Navistar, each Class B share will be

valued at the average closing price per

share of NIC Common Stock during the

30 day trading period immediately prior

to the date Navistar acquires the Class

B Shares, but in no case will the price

be less than adequate consideration as

defined in section 3(18) of the Act;

(d) With respect to the sale of NIC

Common Stock by the New Plan to

Navistar or NIC, in no case will the

price be less than adequate

consideration as defined in section 3(18)

of the Act;

(e) The Supplemental Program

Committee shall maintain, for a period

of six years, the records necessary to

enable the persons described in

paragraph (f) below to determine

whether the conditions of this

exemption have been met, except that

(a) a prohibited transaction will not be

considered to have occurred if, due to

circumstances beyond the control of the

Supplemental Program Committee, the

records are lost or destroyed prior to the

end of the six year period, and (b) no

party in interest other than the

Supplemental Program Committee shall

be subject to the civil penalty that may

be assessed under section 502(i) of the

Act if the records are not maintained, or

are not available for examination as

required by paragraph (f) below; and

(f)(1) Except as provided in section (2)

of this paragraph and notwithstanding

any provisions of subsections (a)(2) and

(b) of section 504 of the Act, the records

referred to in paragraph (e) above shall

be unconditionally available at their

customary location during business

hours by:

(A) Any duly authorized employee or

representative of the Department;

(B) The UAW or any duly authorized

representative of the UAW;

(C) Any participant or beneficiary of

the New Plan, or any duly authorized

representative of such participant or

beneficiary.
Federal Register / Vol. 63, No. 118 / Friday, June 19, 1998 / Notices 33735

(2) None of the persons described

above in subparagraphs (B) and (C) of

this paragraph (e) shall be authorized to

examine the trade secrets of NIC or

Navistar or commercial or financial

information which is privileged or

confidential.

(g) For purposes of this exemption:

(1) The majority of the members of the

Supplemental Program Committee will

be individuals who:

(A) Are not affiliates of Navistar, NIC

or the UAW;

(B) Do not have any ownership

interest in Navistar or NIC;

(C) Are not officers, directors, or 5

percent or more shareholders or

partners of a person in which NIC has

any ownership interest;

(D) Have acknowledged in writing

acceptance of fiduciary responsibility;

(E) Do not receive more than 5 percent

of their annual gross income (excluding

retirement income and directors fees

received) for any taxable year in the

aggregate from Navistar, UAW or any

affiliate thereof; and

(F) Will not acquire any property

from, sell any property to or borrow any

funds from NIC, UAW, or any affiliate

thereof, during the period that such

individual serves as a member of the

supplemental Program Committee and

continuing for a period of 6 months after

such individual ceases to be a member

of the Supplemental Program

Committee or negotiate any such

transaction during the period that such

individual serves as a member of the

Supplemental Program Committee.

Notwithstanding (A) and (C) above,

William Craig is not precluded from

serving on NIC’s board of directors

while also serving as a member of the

Supplemental Program Committee.

(2) An affiliate of another person

means:

(A) Any person directly or indirectly,

through one or more intermediaries,

controlling, controlled by, or under

common control with such other

person;

(B) Any officer, director, partner,

employee, relative (as defined in section

3(15) of the Act), a brother, a sister, or

a spouse of a brother or sister of such

other person; and

(C) Any corporation or partnership of

which such other person is an officer

director or partner.

(3) Control means the power to

exercise a controlling influence over the

management or policies of a person

other than an individual.

Signed at Washington, D.C., this 16th day

of June, 1998.

Ivan Strasfeld,

Director of Exemptions Determinations,

Pension and Welfare Benefits Administration,

U.S. Department of Labor.

[FR Doc. 98–16336 Filed 6–18–98; 8:45 am]

BILLING CODE 4510–29–P

NATIONAL AERONAUTICS AND

SPACE ADMINISTRATION

[Notice 98–080]

Agency Information Collection:

Submission for OMB Review;

Comment Request

AGENCY: National Aeronautics and

Space Administration (NASA).

SUMMARY: The National Aeronautics and

Space Administration has submitted to

the Office of Management and Budget

(OMB) the following proposal for the

collection of information under the

provisions of the Paperwork Reduction

Act (44 U.S.C. Chapter 35).

DATES: Comments on this proposal

should be received on or before July 20,

1998.

ADDRESSES: All comments should be

addressed to Mr. Robert J. Bobek, Code

ICB National Aeronautics and Space

Administration, Washington, DC 20546–

0001.

FOR FURTHER INFORMATION CONTACT: Ms.

Carmela Simonson, Office of the Chief

Information Officer, (202) 358–1223.

Reports

Title: Patent Waiver Report.

OMB Number: 2700–0050.

Type of Review: Reinstatement.

Need and Uses: Reports are analyzed

by the NASA Inventions and

Contributions Board to evaluate the

progress made by NASA contractors

who received waiver of patent rights in

terms of development and

commercialization of waived

inventions.

Affected Public: Business or other forprofit.

Estimated Number of Respondents:

66.

Responses Per Respondent: 1.

Estimated Annual Responses: 66.

Estimated Hours Per Request: 2.

Estimated Annual Burden Hours: 147.

Frequency of Report: Annually.

Donald J. Andreotta,

Deputy Chief Information Officer

(Operations), Office of the Administrator.

[FR Doc. 98–16328 Filed 6–18–98; 8:45 am]

BILLING CODE 7510–01–P

NATIONAL CREDIT UNION

ADMINISTRATION

Sunshine Act Meeting; Notice of

Meetings

TIME AND DATE: 10:00 a.m., Tuesday,

June 23, 1998.

PLACE: Board Room, 7th Floor, Room

7047, 1775 Duke Street, Alexandria, VA

22314–3428.

STATUS: Open.

MATTERS TO BE CONSIDERED:

1. Requests from Two (2) Federal

Credit Unions to Convert to Community

Charters.

2. Funding for the Office of Corporate

Credit Unions.

RECESS: 11:00 a.m.

TIME AND DATE: 11:30 a.m., Tuesday,

June 23, 1998.

PLACE: Board Room, 7th Floor, Room

7047, 1775 Duke Street, Alexandria, VA

22314–3428.

STATUS: Closed.

MATTERS TO BE CONSIDERED:

1. Administrative Action under

Section 205 of the Federal Credit Union

Act. Closed pursuant to exemption (8).

2. Administrative Actions under

Section 206 of the Federal Credit Union

Act. Closed pursuant to exemptions (4),

(7) and (8).

3. Administrative Action under Part

704 of NCUA’s Rules and Regulations.

Closed pursuant to exemption (8).

4. Administrative Act under Part 745

of NCUA’s Rules and Regulations.

Closed pursuant to exemption (6).

5. Four (4) Personnel Actions. Closed

pursuant to exemptions (2), (5), (6) and

(9)(B).

FOR FURTHER INFORMATION CONTACT:

Becky Baker, Secretary of the Board,

Telephone (703) 518–6304.

Becky Baker,

Secretary of the Board.

[FR Doc. 98–16453 Filed 6–16–98; 4:41 pm]

BILLING CODE 7535–01–M

NUCLEAR REGULATORY

COMMISSION

[Docket Nos. 50–277 and 50–278]

PECO Energy Co. (Peach Bottom

Atomic Power Station, Units 2 and 3);

Environmental Assessment and

Finding of No Significant Impact

The U.S. Nuclear Regulatory

Commission (the Commission) is

considering issuance of an exemption

from the requirements of 10 CFR 70.24

for Facility Operating License Nos.

DPR–44 and DPR–56, issued to PECO

Energy Company ( the licensee), for