Notice of Proposed Individual Exemption to Amend and Replace
Prohibited Transaction Exemption (PTE) 85-131, Involving the Watkins
Master Trust (the Trust), Located in Atlanta, GA [Notices] [06/18/2002]
Notice of Proposed Individual Exemption to Amend and Replace
Prohibited Transaction Exemption (PTE) 85-131, Involving the Watkins
Master Trust (the Trust), Located in Atlanta, GA [06/18/2002]
Volume 67, Number 117, Page 41517-41521
[[Page 41517]]
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DEPARTMENT OF LABOR
Pension and Welfare Benefits Administration
[Application No. D-11036]
Notice of Proposed Individual Exemption to Amend and Replace
Prohibited Transaction Exemption (PTE) 85-131, Involving the Watkins
Master Trust (the Trust), Located in Atlanta, GA
AGENCY: Pension and Welfare Benefits Administration, Department of
Labor.
ACTION: Notice of proposed individual exemption to modify and replace
PTE 85-131.
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SUMMARY: This document contains a notice of pendency before the
Department of Labor (the Department) of a proposed exemption which, if
granted, would amend and replace PTE 85-131 (50 FR 32333, August 9,
1985). PTE 85-131 is an individual exemption providing relief, since
March 29, 1985, for (1) the leasing of certain improved real property
by the Trust to Watkins Associated Industries, Inc. (Watkins), a party
in interest with respect to the plans (the Plans) participating in the
Trust under the terms of a written lease (the New Lease); and (2) the
possible cash purchase of the Trust's interest in the property by
Watkins.
If granted, the proposed exemption would modify an option to
purchase provision in the New Lease by allowing Watkins to acquire the
Trust's leasehold interests in a building (the Building), the
improvements (the Improvements) constructed thereon, and in a ground
lease (the Ground Lease) on May 8, 2002, instead of at the end of New
Lease renewal term on December 31, 2008. In addition, the proposed
exemption would replace PTE 85-131, which expired by operation of law
upon the consummation of the sale. If granted, the proposed exemption
would affect participants and beneficiaries of, and fiduciaries with
respect to the Trust.
DATES: Written comments and requests for a public hearing should be
received by the Department on or before August 2, 2002.
EFFECTIVE DATE: If granted, this proposed exemption will be effective
as of May 8, 2002.
ADDRESSES: All written comments and requests for a public hearing
(preferably, 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: Notice of Proposed Individual Exemption to Amend
and Replace Prohibited Transaction Exemption 85-131, Involving the
Watkins Master Trust; Application No. D-11036).
Interested persons are also invited to submit comments and/or
hearing request to the Department by facsimile to (202) 219-0204 or by
electronic mail to moffittb@pwba.dol.gov. by the end of the scheduled
comment period. The application pertaining to the proposed exemption
and the comments received will be available for public inspection in
the Public Disclosure Room of the Pension and Welfare Benefits
Administration, U.S. Department of Labor, Room N-1513, 200 Constitution
Avenue, NW, Washington, DC 20210.
FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady, Office of Exemption
Determinations, Pension and Welfare Benefits Administration, U.S.
Department of Labor, telephone (202) 693-8556. (This is not a toll-free
number.)
SUPPLEMENTARY INFORMATION: Notice is hereby given of the pendency
before the Department of a proposed exemption that will amend and
replace PTE 85-131. PTE 85-131 provides an exemption from certain
prohibited transaction restrictions of section 406 of the Employee
Retirement Income Security Act of 1974 (the Act) and from the sanctions
resulting from the application of section 4975 of the Internal Revenue
Code of 1986 (the Code), as amended, by reason of section 4975(c)(1) of
the Code.
The proposed exemption has been requested in an application filed
on behalf of the Trust and Watkins,\1\ pursuant to 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). 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 requested to the Secretary of Labor.
Accordingly, this proposed exemption is being issued solely by the
Department.
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\1\ The Department is also considering an exemption request (D-
11038) that has been filed on behalf of Wilwat Properties, Inc.
(Wilwat), a party in interest with respect to the employee benefit
plans participating in the Trust. In their request, Wilwat and the
Trust are seeking exemptive relief which is similar to that
contemplated herein.
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I. Background
As stated above, PTE 85-131 provides exemptive relief from the
restrictions of sections 406(a), 406(b)(1), 406(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,
with respect to the leasing by the Trust to Watkins of certain real
property and the potential cash purchase of the Trust's interest in the
property by Watkins. PTE 85-131 is effective from March 29, 1985 until
May 8, 2002, the date of the sale transaction described herein.
According to the Summary of Facts and Representations (50 FR 24067,
June 7, 1985) underlying PTE 85-131, the Trust is a master trust which
was originally established in 1984 to hold, manage and administer the
assets of five defined contribution pension plans sponsored by Watkins,
its affiliates and subsidiaries. Watkins, a Florida corporation engaged
in diverse service and manufacturing enterprises, maintains its
principal place of business in Atlanta, Georgia. At present, only three
Plans participate in the Trust. They are the Watkins Associated
Industries, Inc. Profit Sharing Plan, the LandSpan, Inc. Profit Sharing
Plan, and the Southern Concrete Construction Company Profit Sharing
Plan. Each of the participating Plans owns an undivided, pro rata
interest in the assets of the Trust. As of December 31, 2000, the Trust
held total assets of $39,752,458. The current trustee (the Trustee) of
the Trust is SunTrust Bank, N.A. (SunTrust) of Atlanta, Georgia.
Formerly included among the assets of the Trust was a leasehold
interest in a commercial office building containing approximately
20,860 net square feet of space, together with parking facilities. The
Building is located at 1958 Monroe Drive, Atlanta, Georgia, and is
situated on a 1.34 acre parcel of commercially-zoned real land (the
Land). The Building is not located in close proximity to other real
property that is owned by Watkins, Wilwat or their principals.
The Land is owned by William L. Monroe, Sr., an unrelated party,
and was being leased to the Trust under the provisions of the Ground
Lease. As lessee under the Ground Lease, the Trust had an estate for
years under Georgia law.
The Ground Lease, which was a net lease requiring the Trust to
incur such expenses as utilities, real estate taxes, assessments and
maintenance, was originally acquired by the McDonough Construction
Company and Affiliated Companies Profit Sharing Plan (the McDonough
Plan) in 1958. At the time of the acquisition, the Land had been
improved with the Building which was
[[Page 41518]]
being leased to McDonough Construction Company (McDonough), the sponsor
of the McDonough Plan. McDonough was subsequently purchased by the
Atlantic States Construction Company (Atlantic States), a corporation
wholly owned by Watkins. On January 1, 1971, McDonough assigned its
lessee interest in the Building to Watkins. On December 31, 1981, the
McDonough Plan was merged into the Atlantic States Profit Sharing Plan
(the Atlantic States Plan), which became one of the Plans formerly
participating in the Trust.
As a result of these transactions, the Trust continued to lease the
Building to Watkins in accordance with transitional rules set forth
under section 414(c)(2) of the Act. Although the rental was increased
on July 1, 1984 to $69,000 per annum to reflect the independently
appraised fair market rental value of the Building, as determined by
John W. Booth, M.A.I. of Atlanta, Georgia, the applicants acknowledged
that Watkins's leasing arrangement with the Atlantic States Plan, and
subsequently, the Trust, constituted a prohibited transaction after
June 30, 1984 in violation of the Act. Accordingly, the applicants
represented that they would pay excise taxes due under section 4975 of
the Code within 60 days of the granting of the exemption.
The Ground Lease initially had a termination date of December 31,
1988. However, that term could be extended by the Trust for two, ten
year terms through December 31, 2008, at which time the Trust would
have the right to purchase its leasehold interest in the property,
including the Improvements, for $16,000. Through December 31, 1993,
annual rental under the Ground Lease was $3,600. Between January 1,
1994 through December 31, 2003, the annual rental under the Ground
Lease was $4,000. Finally, between January 1, 2004 and December 31,
2008, the annual rental under the Ground Lease was set at $4,400.
PTE 85-131 permitted the Trust to lease the Building to Watkins
under the terms of a revised lease (i.e., the New Lease), executed on
March 29, 1985. The subject property then represented 19.5 percent of
the Trust's assets. Like the Ground Lease, the New Lease had an
original termination date of December 31, 1988. However, Watkins was
given permission to extend the lease for two, ten year periods, subject
to approval by Citizens and Southern National Bank (CSNB), of Atlanta,
Georgia, the former Trustee, acting in the capacity as the independent
fiduciary for the Trust. As lessee, Watkins was responsible for the
payment of real estate taxes, insurance, utilities and other expenses
associated with the property, including those attributable to the
Ground Lease.
The initial annual rental under the New Lease was set at $79,700
per annum. This amount was payable in monthly installments of
$6,641.67. On January 1, 1987 and every three years thereafter, the
monthly rental was readjusted to reflect the then current fair market
rental value as determined by a qualified, independent appraiser. In no
event could the rental rate under the New Lease be less than $79,700
per annum. Upon termination of the New Lease, all Improvements
constructed on the Building would belong to the Trust. Prior to the
sale transaction that is described herein, Watkins paid the Trust a
monthly rental of $11,613 or $139,345, annually.
The New Lease also gave Watkins the option to purchase (the Option)
the Trust's ``leasehold estate and improvements'' at the end of the
initial lease term and each renewal term. The Option specified that
Watkins was required to pay the fair market value for such property, as
determined by a qualified, independent appraiser who had been selected
by the Trustee. The Option was also subject to approval of the Trustee
and the purchase price was required to be paid in cash.
The transactions described in PTE 85-131 were monitored by CSNB,
the Trustee of the Trust, which has also served as the independent
fiduciary with respect to the New Lease. In such capacity, the Trustee
reviewed the terms and conditions of the New Lease, including the
Option and the condition and marketability of the property. The Trustee
initially determined that the New Lease was protective of, appropriate
for, and in the best interest of the Trust and the participants and
beneficiaries of the Plans participating in the Trust. The Trustee also
determined that the Trust was adequately diversified and had sufficient
liquidity, and that the terms and conditions of the New Lease were
favorable to the Trust. As the independent fiduciary, the Trustee
stated that it would monitor Watkins's compliance with the terms and
conditions of the New Lease, make a physical inspection of the
Building, at least annually, determine whether any renewal or Option
could be exercised, select independent appraisers, as required under
the New Lease, and take any steps necessary to enforce and protect the
rights of the Trust with respect to such property.
Effective January 1, 1989, CSNB was acquired by Trust Company Bank
of Atlanta, Georgia (TCB). TCB then became the successor Trustee and
the independent fiduciary for the Trust with respect to the New Lease.
TCB subsequently merged with SunBank to form SunTrust, the current
Trustee and the independent fiduciary. During the entire period of
Trustee/independent fiduciary succession, the Trust was, at all times,
monitored by an independent fiduciary.
II. Amendment and Replacement of PTE 85-131
Over the period of time that the Trust was a party to the Ground
Lease and the New Lease, there were no defaults or delinquencies in
rental payments made thereunder. The Trust did, however, expend $68,000
in rental payments under the Ground Lease, whereas the cost of the
Improvements, ranging from the installation of a new air conditioning
system in the Building to the renovation and construction of new
offices, was borne by Watkins. The Trust also received rental income
under the New Lease of $1,339,952. Since the Trust's cost basis in the
Building was estimated at $797,000, its total investment return with
respect to the property (net of acquisition and holding costs) was
approximately $474,952 [$1,339,952-($797,000 + $68,000)].
On behalf of the Trust, the Trustee and Watkins seek to amend the
New Lease thereby permitting the retroactive sale, by the Trust, of its
leasehold interest in the Building, the Improvements and the Ground
Lease to Watkins,\2\ in accordance with the pricing terms specified in
the Option. In this regard, the Trust would receive as consideration no
less than the fair market value of such property as of the date of the
sale.\3\ The consideration
[[Page 41519]]
would be paid in cash and the Trust would not be required to pay any
real estate fees or commissions in connection therewith. Because the
sale transaction effectively terminated the New Lease by operation of
law, the parties also wish to replace PTE 85-131 with a new exemption.
Accordingly, administrative exemptive relief is requested from the
Department. If granted, the exemption would be effective as of May 8,
2002.
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\2\ It is represented that the Trust would seek a release from
the owner of the Ground Lease from its obligations thereunder upon
the completion of the proposed sale. However, regardless of whether
the Trust obtains such a release from the owner, it is represented
that Watkins would assume all liabilities under this lease and
indemnify the Trust against any liability to the owner of the Ground
Lease.
\3\ The Trust would be conveying its entire leasehold interest
in the Building, the Improvements and the Ground Lease. In this
regard, a title search of the subject property during the first
quarter of 2002 determined that on May 31, 1963 a predecessor to the
Trust acquired a 15 percent interest in the property from an
unrelated party who is presently deceased. Although the deed was
never recorded, title records show that the Trust owned an 85
percent leasehold interest in such property rather than a 100
percent interest, as originally believed. Although real estate
counsel for Watkins and Wilwat were in the process of taking
remedial action, because the correction could not be accomplished
prior to the date of the sale transaction, Watkins agreed to pay the
Trust the full fair market value for the property, as valued by the
independent appraisers in fee simple, in exchange for the Trust's
agreement to cooperate with Watkins in obtaining an appropriate
correction of the chain of title and, if necessary, conveying the
remaining 15 percent leasehold interest in the property to Watkins
after the closing of the sale.
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The Trust, the Trustee and Watkins proposed to effect the sale
transaction because it would allow the Trust to achieve greater
diversification, liquidity, and the potential to obtain a higher rate
of return on its investments. Since the Plans participating in the
Trust would be merged into separate 401(k) plans providing for
participant-directed investments, the parties did not deem the subject
property to be a suitable investment option due to its illiquidity.
Moreover, the parties noted that the Building had appreciated
substantially in value at rates that were above historical averages
which might not continue in the future. Finally, the parties believed
that the Building was of limited use and, should Watkins decide to move
its headquarters or otherwise decline to renew the New Lease, the Trust
might have difficulty marketing its interest in the Building and
realizing its full value.
III. The Appraisal
The Building was appraised by Messrs. Quentin Ball, MAI, and Philip
R. Thomas, Senior Appraiser, who are qualified, independent appraisers
affiliated with the commercial real estate appraisal firm of Kirkland &
Company, located in Atlanta, Georgia. In a appraisal report dated
November 27, 2001, the appraisers, using the Income Approach to
valuation, placed the fair market value of a fee simple interest in the
Building and the Improvements (as if not encumbered by the Ground
Lease) at $1,900,000 as of November 26, 2001.\4\
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\4\ It is represented that the fee simple valuation of the
Building and the Improvements was more beneficial to the Trust than
a leased fee interest valuation because the latter valuation did not
take into consideration the Option for the Land underlying the
Ground Lease. [4]:
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The appraisers updated their appraisal report prior to the closing
of the sale transaction. By letter dated May 8, 2002, the appraisers,
while noting new construction within the vicinity of the property which
they believed to be indicative of a strong and improving economy,
concluded that there had been no change in the value of the property as
set forth in their original appraisal report.
IV. Views of the Trustee/Independent Fiduciary
As stated above, the Trustee had been acting on behalf of the Trust
as the independent fiduciary for the New Lease. Serving in this
capacity was SunTrust, a banking subsidiary of SunTrust Banks, Inc.,
the tenth largest financial services holding company in the United
States. In its independent fiduciary statement, the Trustee represented
that it had been acting as a corporate fiduciary for more than 100
years, had approximately $130 million in fiduciary assets in its
custody, and served as a fiduciary or custodian to more than 1,700
qualified retirement plans. The Trustee also asserted that although it
conducted an ongoing deposit and lending business with Watkins and its
affiliates, such deposits and loans represented less than one percent
of its total deposits and loans. Further, the Trustee stated that it
understood and acknowledged its duties, responsibilities and
liabilities under the Act in serving as an independent fiduciary for
the Trust.
The Trustee represented that the sale transaction compared
favorably with the terms of similar transactions between unrelated
parties because the Trust's leasehold interests in the Building, the
Improvements and the Ground Lease would be sold at the appraised value
of a fee simple interest and without the payment of any real estate
fees or commissions by the Trust. Moreover, the Trustee explained that
it had relied upon the independent appraisers to identify and reconcile
sales of comparable properties in their preparation of the initial
appraisal report. On the basis of such information, the Trustee
concluded that the appraisal had been conducted by the appraisers in a
reasonable manner.
The Trustee also believed the sale transaction would be in the best
interests of the Trust and its participants and beneficiaries for the
following reasons:
The proposed modification of the Trust into participant-
directed accounts would make accounting and participant direction
virtually impossible due to the indivisible nature of the subject
property.
The sale transaction would compare favorably with other
sales of property which might be achieved in the market place.
The sale transaction would permit the conversion of an
illiquid investment with material maintenance costs (i.e., the
underlying New Lease payments and associated Trustee monitoring) into
cash which could be invested in lower-maintenance assets.
The sale transaction would eliminate the conflict of
interest and associated administrative burdens of ongoing special
supervision implicit in the Trust's holding of employer real property.
The sale transaction would enable the Trust to realize
appreciation in the property, the continuation of which could not be
assured in the current economic climate.
The sale transaction would eliminate a 6 percent
concentration of the Trust's assets in two adjacent parcels of real
estate.
Before forming its opinion, the Trustee stated that it had examined
the Trust's overall investment portfolio, considered the liquidity
requirements of the Plans participating therein, examined the
diversification of each Plan's assets in light of the proposed
transaction, and considered whether the proposed transaction complies
with the Trust's investment objectives and policies. The Trustee
explained that it would monitor the transaction and take all
appropriate actions, if required, to safeguard the interests of the
Trust.
V. The Sale
On May 8, 2002, the Trust sold its leasehold interests in the
Building, the Improvements and the Ground Lease to Watkins for
$1,900,000, which reflected the independently appraised value of such
property, as determined by the independent appraisers in their initial
and updated appraisal reports. The sales price was greater than the
Trust's total investment return on the property of $474,952. Watkins
paid the consideration in cash and the Trust did not pay any real
estate fees or commissions in connection with the sale transaction. In
addition, the Trustee monitored the transaction on behalf of the Trust.
VI. General Conditions
If granted, this proposed exemption will be subject to the
following general conditions:
(a) All terms and conditions of the sale were at least as favorable
to the Trust as those obtainable in an arm's length transaction with an
unrelated party;
(b) The sale was a one-time transaction for cash;
(c) The fair market value of the Trust's leasehold interests in the
Building, the Improvements and the Ground Lease was determined by
qualified,
[[Page 41520]]
independent appraisers in initial and updated appraisal reports;
(d) The Trust did not pay any real estate fees, commissions, costs
or other expenses in connection with the sale;
(e) The Trust received, as consideration for the sale, no less than
the greater of the fair market value of its leasehold interests in the
Building, the Improvements and the Ground Lease, as of the date of the
sale;
(f) In the event the Trust could not obtain a release from the
owner of the Ground Lease from its obligations thereunder upon the
completion of the sale, Watkins agreed to assume all liabilities under
such lease and indemnify the Trust against any liability to the owner
of the Ground Lease; and
(g) The Trustee, as the independent fiduciary for the Trust with
respect to the sale, determined that such transaction was in the best
interest of the Trust and was protective of the participants and
beneficiaries of the Trust, and monitored such transaction on behalf of
the Trust.
Notice to Interested Persons
Notice of the proposed exemption will be sent by first-class mail
to each participant of the Plans participating in the Trust within 15
days of the publication of the proposed exemption in the Federal
Register. The notification will contain a copy of the proposed
exemption as published in the Federal Register, and a copy of the
supplemental statement, as required pursuant to 29 CFR 2570.43(b)(2).
The supplemental statement, will inform interested persons of their
right to comment on and/or to request a hearing with respect to the
pending exemption. Comments and hearing requests are due within 45 days
of the publication of the notice in the Federal Register.
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 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 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 require, among other things, a fiduciary to discharge
his or her 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
requirements of section 401(a) of the Code that the plan operate for
the exclusive benefit of the employees of the employer maintaining the
plan and their beneficiaries;
(2) The proposed exemption, if granted, will not extend to
transactions prohibited under section 406(b)(3) of the Act and section
4975(c)(1)(F) of the Code;
(3) Before an exemption can be granted under section 408(a) of the
Act and section 4975(c)(2) of the Code, 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;
(4) This proposed exemption, if granted will be supplemental to,
and not in derogation of, any other provisions of the Act and the Code,
including statutory or administrative exemptions. Furthermore, the fact
that a transaction is subject to an administrative exemption is not
dispositive of whether the transaction is in fact a prohibited
transaction; and
(5) This proposed exemption, if granted, is subject to the express
condition that the facts and representations set forth in the notice of
proposed exemption relating to PTE 85-131 and this notice, accurately
describe, where relevant, the material terms of the transactions to be
consummated pursuant to this exemption.
Written Comments and Hearing Requests
All interested persons are invited to submit written comments or
requests for a hearing on the pending exemption by regular mail,
electronic mail or facsimile to the addresses or facsimile number noted
above, within the time frame set forth above, after the publication of
this proposed exemption in the Federal Register. All comments will be
made a part of the record. Comments received will be available for
public inspection with the referenced applications at the address set
forth above.
Proposed Exemption
Based on the facts and representations set forth in the
application, the Department is considering granting the requested
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 proposed exemption is granted, 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, effective May
8, 2002, to the sale by the Watkins Master Trust (the Trust) of its
leasehold interests in certain improved real property, consisting of a
building (the Building), the improvements constructed thereon (the
Improvements), and ground lease (the Ground Lease), to Watkins
Associated Industries, Inc. (Watkins), a party in interest with respect
to the Trust, in connection with an amendment to an option to purchase
provision contained in a written lease between the Trust and Watkins,
as described in Prohibited Transaction Exemption 85-131 (50 FR 32333,
August 9, 1985).
This proposed exemption is subject to the following conditions:
(a) All terms and conditions of the sale were at least as favorable
to the Trust as those obtainable in an arm's length transaction with an
unrelated party;
(b) The sale was a one-time transaction for cash;
(c) The fair market value of the Trust's leasehold interests in the
Building, the Improvements and the Ground Lease was determined by
qualified, independent appraisers in initial and updated appraisal
reports;
(d) The Trust did not pay any real estate fees, commissions, costs
or other expenses in connection with the sale;
(e) The Trust received, as consideration for the sale, no less than
the greater of the fair market value of its leasehold interests in the
Building, the Improvements and the Ground Lease, as of the date of the
sale;
(f) In the event the Trust could not obtain a release from the
owner of the Ground Lease from its obligations thereunder upon the
completion of the sale, Watkins agreed to assume all liabilities under
such lease and indemnify the Trust against any liability to the owner
of the Ground Lease; and
(g) The Trustee, as the independent fiduciary for the Trust with
respect to the sale, determined that such transaction was in the best
interest of the Trust and was protective of the participants and
beneficiaries of the Trust, and monitored such transaction on behalf of
the Trust.
EFFECTIVE DATE: If granted, this proposed exemption will be effective
as of May 8, 2002.
The availability of this exemption is subject to the express
condition that the material facts and representations contained in the
application for exemption are true and complete and accurately describe
all material terms of
[[Page 41521]]
the transactions. In the case of continuing transactions, if any of the
material facts or representations described in the applications change,
the exemption will cease to apply as of the date of such change. In the
event of any such change, an application for a new exemption must be
made to the Department.
For a more complete statement of the facts and representations
supporting the Department's decision to grant PTE 85-131, refer to the
proposed exemption and the grant notice which are cited above.
Signed at Washington, DC, this 13th day of June, 2002.
Ivan L. Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits
Administration, Department of Labor.
[FR Doc. 02-15318 Filed 6-17-02; 8:45 am]
BILLING CODE 4510-29-P
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