Federal Register / Vol. 60, No. 39 / Tuesday, February 28, 1995 / Notices 10877

[FR Doc. 95–4887 Filed 2–27–95; 8:45 am]

BILLING CODE 4510–30–P

Pension and Welfare Benefits

Administration

[Prohibited Transaction Exemption 95–14;

Exemption Application No. D–09743, et al.]

Grant of Individual Exemptions;

Sammons Enterprises, Inc. Employee

Stock Ownership Trust, et al.

AGENCY: Pension and Welfare Benefits

Administration, Labor.

ACTION: Grant of Individual Exemptions.

SUMMARY: This document contains

exemptions issued by the Department of

Labor (the Department) from certain of

the prohibited transaction restrictions of

the Employee Retirement Income

Security Act of 1974 (the Act) and/or

the Internal Revenue Code of 1986 (the

Code).

Notices were published in the Federal

Register of the pendency before the

Department of proposals to grant such

exemptions. The notices set forth a

summary of facts and representations

contained in each application for

exemption and referred interested

persons to the respective applications

for a complete statement of the facts and

representations. The applications have

been available for public inspection at

the Department in Washington, D.C. The

notices also invited interested persons

to submit comments on the requested

exemptions to the Department. In

addition the notices stated that any

interested person might submit a

written request that a public hearing be

held (where appropriate). The

applicants have represented that they

have complied with the requirements of

the notification to interested persons.

No public comments and no requests for

a hearing, unless otherwise stated, were

received by the Department.

The notices of proposed exemption

were issued and the exemptions are

being granted solely by the Department

because, effective December 31, 1978,

section 102 of Reorganization Plan No.

4 of 1978 (43 FR 47713, October 17,

1978) transferred the authority of the

Secretary of the Treasury to issue

exemptions of the type proposed to the

Secretary of Labor.

Statutory Findings

In accordance with section 408(a) of

the Act and/or section 4975(c)(2) of the

Code and the procedures set forth in 29

CFR part 2570, subpart B (55 FR 32836,

32847, August 10, 1990) and based upon

the entire record, the Department makes

the following findings:

(a) The exemptions are

administratively feasible;

(b) They are in the interests of the

plans and their participants and

beneficiaries; and

(c) They are protective of the rights of

the participants and beneficiaries of the

plans.

Sammons Enterprises, Inc., Employee Stock

Ownership Trust (the Trust), Located in

Dallas, TX; [Prohibited Transaction

Exemption 95–14; Exemption Application

No. D–09743]

Exemption

The restrictions of sections 406(a),

406 (b)(1) and (b)(2) 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 to the cash

sale (the Sale) by certain accounts (the

Prior Plan Accounts) in the Trust of

certain limited partnership interests (the

Limited Partnership Interests) and an

undivided interest in certain real

property (the Property Interest;

collectively, the Interests) to Otter, Inc.,

a party in interest with respect to the

Trust.

This exemption is conditioned upon

the following requirements: (1) All

terms and conditions of the Sale are at

least as favorable to the Prior Plan

Accounts as those obtainable in an

arm’s length transaction; (2) the Sale is

a one-time cash transaction; (3) the Prior

Plan Accounts are not required to pay

any commissions, costs or other

expenses in connection with the Sale;

(4) the Prior Plan Accounts receive a

sales price equal to the greater of: (a) the

fair market value of the Interests as

determined by qualified, independent

appraisers; or (b) the Prior Plan

Accounts’ aggregate costs of acquiring

and holding the Interests; (5) Churchill

Management Corporation (Churchill)

determines that the Sale is appropriate

for the Prior Plan Accounts and is in the

best interests of the Prior Plan Accounts

and their participants and beneficiaries;

(6) the Prior Plan Accounts, prior to the

Sale, obtain the written consent of the

general partner of each of the limited

partnerships involved with respect to

the sale of the Limited Partnership

Interests; and (7) the other partners of

such limited partnerships, as per the

limited partnership agreements, are

given the right of first refusal with

respect to the Limited Partnership

Interests.

Written Comments: In the Notice of

Proposed Exemption (the Notice), the

Department invited all interested

persons to submit written comments on

the proposed exemption within fortyfive days from the date of publication of

the Notice in the Federal Register. All

written comments were to have been

received by the Department by January

12, 1995. The Department received two

written comments and no requests for a

hearing.

The first comment was submitted on

behalf of Texas Commerce Bank, N.A.,

the trustee of the Trust (the Trustee).

The Trustee states that Churchill is the

investment manager with respect to the

assets of the Prior Plan Accounts. As

such, the Trustee does not have the sole

investment discretion with respect to

the assets of the Prior Plan Accounts. As

a result, the following changes must be

made to the Notice:

(1) The references to ‘‘the trustee of

the Trust’’ or ‘‘Trustee’’ found in

Condition #5 of the Notice, the entire

second paragraph of Representation #3

and subsection (e) of Representation #7

of the Summary of Facts and

Representations (the Summary) should

be replaced with ‘‘Churchill.’’

(2) The third sentence of

Representation #2 of the Summary is

stricken and replaced with ‘‘Churchill,

as investment manager, has discretion

with respect to the assets of the Prior

Plan Accounts. The Trustee has

investment discretion with respect to all

remaining assets of the Trust.’’

The Department concurs with the

proposed modifications and,

accordingly, amends the language of the

Notice.

The second comment was submitted

on behalf of the applicants. The issues

addressed in the comment and the

Department’s responses are summarized

as follows:

(1) The first sentence of

Representation #1 of the Summary

names the sponsored plan as the

‘‘Sammons Employee Stock Ownership

Plan.’’ The correct name of such plan is

the ‘‘Sammons Enterprises, Inc.

Employee Stock Ownership Plan.’’

(2) The third sentence of the first

paragraph of Representation #3 of the

Summary states that, effective 1991, the

TMIS Plan merged into the Plan. The

correct year of such merger is 1989.

(3) The first sentence of the first

paragraph of Representation #4 of the

Summary states that the Plan has a 14.5

percent Class B interest in Sunbelt City,

Ltd. The correct name of such

partnership is ‘‘Sunbelt Oklahoma City,

Ltd.’’

(4) The first sentence of the third

paragraph of Representation #4 should

be revised as follows: ‘‘Annual

valuations of interests in both

partnerships are furnished to investors

by Churchill Management Corporation

(Churchill), the investment adviser to

the Prior Plan Accounts and for most of
10878 Federal Register / Vol. 60, No. 39 / Tuesday, February 28, 1995 / Notices

the other limited partners of the Limited

Partnerships.’’

(5) The last sentence in the fourth

paragraph of Representation #5 states

that the Liabilities increased by

$350,000 to $842,000. The correct

amount of the increase in the Liabilities

was $225,000 to $842,000.

The changes described above are

hereby incorporated into the exemption

as granted. After consideration of the

entire record, including the comments,

the Department has determined to grant

the exemption. In this regard, the

comments have been included as part of

the public record for the exemption

application. The complete application

file is made available for public

inspection in the Public Documents

Room of the Pensions and Welfare

Benefits Administration, room N–5638,

U.S. Department of Labor, 200

Constitution Avenue, N.W.,

Washington, D.C. 20210.

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption, refer to the notice of

proposed exemption published on

November 28, 1994 at 59 FR 60839.

FOR FURTHER INFORMATION CONTACT:

Kathryn Parr of the Department,

telephone (202) 219–8971. (This is not

a toll-free number.)

American Express Incentive Savings Plan

(the Plan) Located in New York, NY;

[Prohibited Transaction Exemption 95–15;

Exemption Application No. D–09813]

Exemption

The restrictions of sections 406(a),

406 (b)(1) and (b)(2) 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 to (1) the

extensions of credit (the Loans) to the

Plan by American Express Company

(the Employer), the sponsor of the Plan,

with respect to two guaranteed

investment contracts (the GICs) issued

by Confederation Life Insurance

Company (Confederation); (2) the Plan’s

potential repayment of the Loans; and

(3) the potential purchase of the GICs

from the Plan by the Employer for cash;

provided the following conditions are

satisfied:

(A) All terms and conditions of such

transactions are no less favorable to the

Plan than those which the Plan could

obtain in arm’s-length transactions with

unrelated parties;

(B) No interest and/or expenses are

paid by the Plan in connection with the

transactions;

(C) The proceeds of the Loans are

used solely in lieu of payments due

from Confederation with respect to the

GICs;

(D) Repayment of the Loans will be

restricted to the GIC Proceeds, defined

as the cash proceeds obtained by the

Plan from or on behalf of Confederation

with respect to the GICs;

(E) Repayment of the Loans will be

waived to the extent that the Loans

exceed the GIC Proceeds; and

(F) In any sale of he GICs to the

Employer, the Plan will receive a

purchase price which is no less than the

fair market value of the GICs as of the

sale date, and no less than the GICs’

accumulated book value, defined as the

total principal deposits plus accrued

interest at the rates guaranteed by the

GICs, less previous withdrawals and any

Loans made pursuant to this exemption,

as of the sale date.

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption, refer to the notice of

proposed exemption published on

December 19, 1994 at 59 FR 65397.

FOR FURTHER INFORMATION CONTACT:

Ronald Willett of the Department,

telephone (202) 219–8881. (This is not

a toll-free number.)

Bermo, Inc. Profit Sharing Plan and Trust

(the Plan), Located in Circle Pines, MN;

[Prohibited Transaction Exemption 95–16;

Application No. D–09826]

Exemption

The restrictions of sections 406(a),

406 (b)(1) and (b)(2) 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 to the series

of loans (the Loans), originated within a

five year period, by the Plan to Bermo,

Inc. (the Employer), a party in interest

with respect to the Plan, provided that

the following conditions are met:

(a) The total amount of outstanding

Loans shall not exceed 25 percent of the

Plan’s total assets at any time during the

transaction;

(b) All terms and conditions of the

Loans are at least as favorable to the

Plan as those which the Plan could

obtain in an arm’s length transaction

with an unrelated third party;

(c) Each loan will be: (1) For a

maximum term of forty-eight months

fully amortized and payable in equal

monthly installments of principal and

interest, (2) the Loan proceeds shall be

used exclusively by the Employer to

purchase new equipment (the

Equipment) used by the Employer in the

course of its business, (3) collateralized

by the Equipment and other assets

owned by the Employer such that at all

times each Loan will be collateralized in

an amount equal to at least 200% of the

outstanding balance of such Loan, (4)

equal to no more than 80% of the

purchase price of the Equipment

financed, and (5) guaranteed personally

by Fred Berdass, the principal

shareholder of the Employer.

(d) The value of the collateral offered

by the Employer will be determined by

a qualified independent appraiser;

(e) Prior to the granting of each Loan,

an independent qualified fiduciary

determines, on behalf of the Plan, that

each Loan is feasible and in the best

interests of the Plan and protective of

the Plan and its participants and

beneficiaries;

(f) The independent fiduciary will

conduct a review of the terms and

conditions of the exemption and the

Loans, including the applicable interest

rate, the sufficiency of the collateral, the

financial condition of the Employer and

compliance with the 25 percent of the

Plan asset maximum total Loan amount

prior to approving each disbursement

under the Loan agreement;

(g) The independent fiduciary will

monitor the terms and conditions of the

exemption and the Loans; and

(h) The independent fiduciary is

authorized to take whatever action is

appropriate to protect the Plan’s rights

throughout the duration of the

exemption and throughout the duration

of any Loan granted pursuant to this

exemption.

Temporary Nature of Exemption

The exemption is temporary and will

expire five years from February 28,

1995. Subsequent to the expiration of

this exemption, the Plan may hold any

Loans originated during this five year

period until the Loans are repaid or

otherwise terminated.

For a more complete statement of the

facts and representation supporting the

Department’s decision to grant this

exemption refer to the notice of

proposed exemption published on

December 19, 1994 at 59 FR 65398.

FOR FURTHER INFORMATION CONTACT:

Allison K. Padams of the Department,

telephone (202) 219–8971.

Jerome Companies Profit Sharing Plan and

Trust (the Plan), Located in Barron, WI

[Prohibited Transaction Exemption 95–17;

Exemption Application No. D–09829]

Exemption

The restrictions on sections 406(a)

and 406 (b)(1) and (b)(2) 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

to the cash sale (the Sale) of the
Federal Register / Vol. 60, No. 39 / Tuesday, February 28, 1995 / Notices 10879

Guaranteed Investment Contract #62043

(the GIC) issued by Confederation Life

Insurance Company (Confederation), a

Canadian insurance corporation, by the

Plan to Jerome Food, Inc. (the

Employer), a Wisconsin corporation, the

sponsoring employer and a party in

interest with respect to the Plan:

provided that (1) the Sale is a one-time

transaction for cash; (2) the Plan

experiences no loss nor incurs any

expense from the Sale; and (3) the Plan

receives as consideration from the Sale

the greater of either the fair market

value of the GIC as determined on the

date of the Sale, or the principal amount

of $500,000 plus simple interest accrued

at the rate of 9.03 percent per annum on

the principal amount of the GIC for the

period from January 25, 1994, to the

date of the Sale.

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption refer to the notice of

proposed exemption published on

January 4, 1995, at 60 FR 487.

FOR FURTHER INFORMATION CONTACT: Mr.

C. E. Beaver of the Department,

telephone (202) 219–8881. (This is not

a toll-free number.)

Employee Profit Sharing-Savings Plan and

Trust Agreement of Modern Globe, Inc. (the

Plan), Located in Wyomissing, PA

[Prohibited Transaction Exemption 95–18;

Exemption Application No. D–09893]

Exemption

The restrictions of sections 406(a) and

406 (b)(1) and (b)(2) 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 apply to the cash sale

(the Sale) of the Guaranteed Investment

Company Contract No. 62580 (the GIC),

issued by Confederation Life Insurance

of Atlanta, Georgia (Confederation), by

the Plan to VF Corporation, a

Pennsylvania corporation (the

Employer), the sponsoring employer

and a party in interest with respect to

the Plan; provided that (1) the Sale is a

one-time transaction for cash; (2) the

Plan experiences no loss nor incurs any

expense from the Sale; and (3) the Plan

receives as consideration from the Sale

the greater of either the fair market

value of the GIC as determined on the

date of the Sale, or an amount that is

equal to the total amount expended by

the Plan when acquiring the GIC, plus

all interest accruing under the terms of

the GIC until date of Sale.

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption refer to the notice of

proposed exemption published on

January 4, 1995, at 60 FR 491.

FOR FURTHER INFORMATION CONTACT: Mr.

C. E. Beaver of the Department,

telephone (202) 219–8881. (This is not

a toll-free number.)

Employees’ Savings Plan of Bassett-Walker,

Inc., Located in Martinsville, VA [Prohibited

Transaction Exemption 95–19; Exemption

Application No. D–09894]

Exemption

The restrictions of sections 406(a) and

406 (b)(1) and (b)(2) 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 to the cash

sale (the Sale) of the Guaranteed

Investment Contract No. 62012 (the

GIC), issued by Confederation Life

Insurance Company of Atlanta, Georgia

(Confederation), by the plan to VF

Corporation, a Pennsylvania

corporation, a party in interest with

respect to the Plan; provided that (1) the

Sale is a one-time transaction for cash;

(2) the Plan experiences no loss nor

incurs any expense from the Sale; and

(3) the Plan receives as consideration

from the Sale the greater of either the

fair market value of the GIC as

determined on the date of the Sale, or

$1.5 million, the principal amount of

the GIC, plus simple interest accrued at

the rate of 8.7 percent per annum on the

principal amount of the GIC for the

period from April 4, 1994, to the date

of the Sale.

For a complete statement of the facts

and representations supporting the

Department’s decision to grant this

exemption refer to the notice of

proposed exemption published on

January 4, 1995, at 60 FR 489.

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 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) 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 described all

material terms of the transaction which

is the subject of the exemption.

Signed at Washington, D.C., this 23rd day

of February, 1995.

Ivan Strasfeld,

Director of Exemption Determinations,

Pension and Welfare Benefits Administration,

Department of Labor.

[FR Doc. 95–4888 Filed 2–27–95; 8:45 am]

BILLING CODE 4510–29–M

NATIONAL ARCHIVES AND RECORDS

ADMINISTRATION

Advisory Committee on Preservation;

Meeting

Notice is hereby given that the

National Archives Advisory Committee

on Preservation will meet Friday, March

31, 1995. The meeting will be held from

9:00 a.m. to 3:00 p.m. on Friday, March

31, 1995, in Room 105 of the National

Archives Building, 7th and

Pennsylvania Avenue NW., Washington,

DC 20408.

The agenda for the meeting will be:

1. Charters of Freedom monitoring

program

2. Review of Charters’ encasement

system

3. Condition of encasement glass

4. Risk analysis and options

This meeting is open to the public.

For further information, contact Alan

Calmes on (301) 713–7403.

Dated: February 15, 1995.

Trudy Huskamp Peterson,

Acting Archivist of the United States.

[FR Doc. 95–4799 Filed 2–27–95; 8:45 am]

BILLING CODE 7515–01–M