Grant of Individual Exemptions; Amended Profit Sharing Plan and Trust of Walker Products Co., Inc., et al.

DEPARTMENT OF LABOR

Pension and Welfare Benefits Administration

[Prohibited Transaction Exemption 95-36; Exemption Application No. D-

09798, et al.]

Grant of Individual Exemptions; Amended Profit Sharing Plan and

Trust of Walker Products Co., Inc., 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.

Amended Profit Sharing Plan and Trust of Walker Products Co., Inc. (the

P/S Plan)

Located in Lincoln, Kansas

[Prohibited Transaction Exemption 95-36; Exemption App. No. D-09798]

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 sale of certain farm land (the Land) by the P/S

Plan to Mr. Lloyd Walker, a 33\1/3\% shareholder of the P/S Plan

sponsor and a party in interest with respect to the P/S Plan, provided

that the following conditions are satisfied:

(1) The sale will be a one-time cash transaction;

(2) The P/S Plan will receive the fair market value of the Land as

determined at the time of the sale by an independent, qualified

appraiser;

(3) The P/S Plan will pay no expenses associated with the sale; and

(4) The terms of this transaction are at least as favorable to the

P/S Plan as an arms-length transaction between unrelated parties.

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 March 20, 1995 at 60 FR

14792/14793.

FOR FURTHER INFORMATION CONTACT: Ekaterina A. Uzlyan of the Department,

telephone (202) 219-8883. (This is not a toll-free number.)

The Travelers Separate Account ``R'' (SAR)

Located in Hartford, Connecticut

[Prohibited Transaction Exemption 95-37; App. No. D-09827]

Exemption

The restrictions of sections 406(a), 406(b)(1) and 406(b)(2) of the

Act and [[Page 26741]] 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 past lease (the Lease) of space

in an office building located in Cedar Knolls, New Jersey (the

Building) from December 22, 1993 until June 24, 1994 by SAR to The

Travelers Insurance Company (Travelers), a party in interest with

respect to employee benefit plans invested in SAR, provided that the

following conditions were satisfied:

(a) All terms and conditions of the Lease were at least as

favorable to SAR as those which SAR could have obtained in an arm's-

length transaction with an unrelated party at the time the Lease was

executed;

(b) The rent paid by Travelers to SAR under the Lease was not less

than the fair market rental value of the office space;

(c) LaSalle Partners (LaSalle), acting as a qualified, independent

fiduciary for SAR during the time that the Building was owned by SAR,

reviewed all terms and conditions of the Lease prior to the

transaction, as well as any subsequent modifications to the Lease, and

determined that such terms and conditions would be in the best

interests of SAR at the time of the transaction;

(d) LaSalle represented the interests of SAR for all purposes under

the Lease as a qualified, independent fiduciary for SAR, monitored the

performance of the parties under the terms and conditions of the Lease,

and took whatever action was necessary to safeguard the interests of

SAR with respect to the Lease during the time that the Building was

part of SAR's portfolio; and

(e) Travelers pays to all of SAR's contractholders, upon final

liquidation of the properties held by SAR, amounts necessary to

reimburse SAR for expenses incurred in connection with the tenant

improvements made to the office space leased to Travelers prior to the

sale of the Building (i.e., $1,363,581), as well as all other amounts

required to be paid to SAR's contractholders, pursuant to the terms of

the Settlement Agreement arising from The Travelers Insurance Company

v. Allied-Signal, Inc. Master Pension Trust, et al. (Civil No. H-90-

870-AHN, USDC D Conn).

EFFECTIVE DATE: This exemption is effective for the period from

December 22, 1993 until June 24, 1994.

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 (the Proposal) published on January

18, 1995, at 60 FR 3662.

NOTICE TO INTERESTED PERSONS: The applicant represents that some of the

employee benefit plans invested in SAR did not receive notice of the

pendency of the proposed exemption within the time period specified in

the Proposal. The applicant states that these plans were subsequently

provided with a separate notice and a copy of the Proposal on or before

March 17, 1995. Such plans were advised by the applicant in the

separate notice that they had until April 17, 1995 to comment and/or

request a hearing on the Proposal. No comments or hearing requests were

received by the Department.

FOR FURTHER INFORMATION CONTACT: Mr. E.F. Williams of the Department,

telephone (202) 219-8194. (This is not a toll-free number.)

Law Offices of Bryson and Berman, P.A. Employees' Pension Plan and

Trust (Pension Plan) and Law Offices of Bryson and Berman, P. A.

Employees' Profit Sharing Plan and Trust (P/S Plan, collectively; the

Plans)

Located in Miami, Florida

[Prohibited Transaction Exemption 95-38; Exemption App. Nos. D-09884

and D-09885]

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 sale by the two individual accounts (the

Accounts) in the Plans of Rodney W. Bryson of two adjacent parcels of

vacant land (Lots 3 and 4, collectively; the Lots) to Mr. Rodney Bryson

(Mr. Bryson), a trustee of the Plans and a party in interest with

respect to the Plans; provided that the following conditions are

satisfied:

(a) The sale will be a one-time cash transaction;

(b) The Accounts in this transaction will receive the current fair

market value of the Lots established at the time of the sale by an

independent qualified appraiser;

(c) The Accounts will pay no expenses associated with the sale; and

(d) The terms of this transaction are at least as favorable to the

Accounts as an arms-length transaction between unrelated parties.

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 March 13, 1995 at 60 FR

13472/13473.

FOR FURTHER INFORMATION CONTACT: Ekaterina A. Uzlyan of the Department,

telephone (202) 219-8883. (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, D.C., this 12th day of May, 1995.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, Department of Labor.

[FR Doc. 95-12183 Filed 5-17-95; 8:45 am]

BILLING CODE 4510-29-P