Grant of Individual Exemptions; Genelabs Technologies, Inc. Section 401(k) Plan, et al.

DEPARTMENT OF LABOR

[Prohibited Transaction Exemption 94-38; Exemption Application No. D-

9601, et al.]

Grant of Individual Exemptions; Genelabs Technologies, Inc.

Section 401(k) Plan, et al.

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Grant of Individual Exemptions.

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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, DC. 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.

Genelabs Technologies, Inc. Section 401(k) Plan (the Plan) Located

in Redwood City, CA; Exemption

[Prohibited Transaction Exemption 94-38; Exemption Application No. D-

9601]

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) by the Plan of Group

Annuity Contract Number 7410 (GA-7410) issued by Mutual Benefit Life

Insurance Company, located in Newark, New Jersey to Genelabs

Technologies, Inc., located in Redwood City, California, 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 does

not experience any loss nor incur any expenses from the transaction;

(3) the Plan receives no less than the fair market value of GA-7410 as

determined at the time of the Sale; and (4) the independent trustee for

the Plan determines the fair market value of GA-7410 and also

determines that the Sale is appropriate for the Plan and in the best

interests of the Plan and its participants and beneficiaries.

For a more complete statement of the facts and represents

supporting the Department's decision to grant this exemption refer to

the notice of proposed exemption published on March 16, 1994, at 59 FR

12349.

FOR FURTHER INFORMATION CONTACT: Mr. C.E. Beaver of the Department,

telephone (202) 219-8881. (This is not a toll-free number.)

Potter Law Firm Retirement Plan (the Plan) Located in Tyler, Texas;

Exemption

[Proposed Transaction Exemption 94-39; Exemption Application No. D-

9617]

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 a certain one-half

undivided interest in real property (the Property) by the Plan to

Potter, Minton, Roberts, Davis & Jones, P.C. (the Employer), a party in

interest with respect to the Plan; provided that (1) the Sale is a one-

time transaction for cash; (2) the Plan does not suffer any loss nor

incur any expenses in the transaction; (3) the Plan receives as

consideration the greater of either the fair market value of the

Property as determined by an independent appraiser on the date of the

Sale, or receives all the funds expended by the Plan in acquiring and

maintaining the Property; and (4) the trustee of the Plan has

determined that the Sale is appropriate for the Plan and is in the best

interests of the Plan and its participants and beneficiaries.

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 March 8, 1994, at 59 FR

10839.

FOR FURTHER INFORMATION CONTACT: Mr. C.E. Beaver of the Department,

telephone (202) 219-8881. (This is not a toll-free number.)

Southern Union Company Southern Union Savings Plan (the Plan)

Located in Austin, Texas; Exemption

[Prohibited Transaction Exemption 94-40; Application No. D-9594]

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 to (1) the past acquisition by the Plan

of certain transferable stock rights (the Rights) pursuant to a stock

rights offering (the Offering) by Southern Union Company (the

Employer), the sponsor of the Plan; (2) the past holding of the Rights

by the Plan during the subscription period of the Offering; and (3) the

disposition or exercise of the Rights by the Plan; provided that the

following conditions are satisfied:

(A) The Plan's acquisition and holding of the Rights occurred in

connection with the Offering made available to all shareholders of

common stock of the Employer;

(B) The Plan's acquisition and holding of the Rights resulted from

an independent act of the Employer as a corporate entity, and all

holders of the common stock of the Employer, including the Plan, were

treated in the same manner with respect to the Offering; and

(C) All decisions regarding the holding and disposition of the

Rights by the Plan were made, in accordance with Plan provisions for

individually-directed investment of participant accounts, by the

individual Plan participants whose accounts in the Plan received Rights

in connection with the Offering, including all determinations regarding

the exercise or sale of the Rights received through the Offering

(except for those participants who failed to file timely and valid

instructions concerning the Rights, in which case the Rights were

sold).

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 March 16, 1994 at 59 FR

12351.

EFFECTIVE DATE: This exemption is effective November 30, 1993.

FOR FURTHER INFORMATION CONTACT: Ms. Virginia J. Miller of the

Department, telephone (202) 219-8971. (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 are true and complete and accurately describe all material

terms of the transaction which is the subject of the exemption. In the

case of continuing exemption transactions, if any of the material facts

or representations described in the application change after the

exemption is granted, the exemption will cease to apply as of the date

of such change. In the event of any such change, application for a new

exemption may be made to the Department.

Signed at Washington, DC, this 6th day of May, 1994.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, U.S. Department of Labor.

[FR Doc. 94-11529 Filed 5-11-94; 8:45 am]

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