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Secretary of Labor Thomas E. Perez
Grant of Individual Exemptions; General Electric Pension Trust (The GE Trust), et al. [Notices] [04/17/1997]

EBSA (Formerly PWBA) Federal Register Notice

Grant of Individual Exemptions; General Electric Pension Trust (The GE Trust), et al. [04/17/1997]

[PDF Version]

Volume 62, Number 74, Page 18801-18803

[DOCID:fr17ap97_dat-86]

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DEPARTMENT OF LABOR

Pension and Welfare Benefits Administration
[Prohibited Transaction Exemption 97-22; Exemption Application No. D-
10285 thru D-10287, et al.]

 
Grant of Individual Exemptions; General Electric Pension Trust 
(The GE Trust), 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, 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:


[[Page 18802]]


    (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.

General Electric Pension Trust (The GE Trust), Located in 
Fairfield, Connecticut

[Prohibited Transaction Exemption 97-22 Exemption Application Nos. D-
10285 thru D-10287]

Exemption

    The restrictions of sections 406(a), 406(b)(1), and 406(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 <SUP>1 shall not apply, effective July 12, 1996, to the past sale 
by the GE Trust of its stock in AmeriData Technologies, Inc. 
(AmeriData) to General Electric Capital Corporation (GECC) and GECC's 
indirect, wholly-owned subsidiary, GAC Acquisition I Corporation (GAC), 
both of which are parties in interest with respect to the GE Trust and 
affiliates of the General Electric Company (GE), the sponsor of the GE 
Trust, in connection with the merger of GAC and AmeriData Technologies, 
Inc., provided that the following conditions were satisfied:
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    \1\ For purposes of this exemption, references to specific 
provisions of Title I of the Act, unless otherwise specified, refer 
also to the corresponding provisions of the Code.
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    (a) the sale of the AmeriData Stock was a one-time transaction for 
cash;
    (b) the GE Trust received the fair market value for each share of 
the AmeriData Stock on the date of the sale;
    (c) the GE Trust received no less consideration than that received 
by similarly situated AmeriData shareholders at the same time in the 
same transaction;
    (d) the GE Trust paid no commissions, fees or other expenses in 
connection with the sale of AmeriData Stock to GECC and GAC;
    (e) the terms of the sale were no less favorable to the GE Trust 
than those obtainable by other similarly situated shareholders of 
AmeriData Stock;
    (f) the GE Trust tendered its shares of AmeriData Stock only at the 
close of the tender-offer period and only after a majority of the 
outstanding shares of AmeriData had been tendered; and
    (g) the transactions engaged in by the GE Trust with respect to the 
AmeriData Stock (including the acquisition, holding and the subsequent 
sale to GECC and GAC), were not part of an arrangement designed to 
benefit GE, any of its affiliates, or any other party in interest with 
respect to the GE Trust.
    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 13, 1996 at 61 
FR 58241.

FOR FURTHER INFORMATION CONTACT: Janet L. Schmidt of the Department, 
telephone (202) 219-8883 (This is not a toll-free number.)

Hawaiian Airlines, Inc. Pilots' 401(k) Plan, Hawaiian Airlines, Inc. 
401(k) Plan for Flight Attendants, and Hawaiian Airlines, Inc. 401(k) 
Savings Plan (collectively, the Plans) Located in Honolulu, Hawaii

[Prohibited Transaction Exemption 97-23; Exemption Application Nos. D-
10380, D-10381, and D-10382]

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 (1) The past acquisition by the Plans of 
certain transferable stock rights (the Rights) pursuant to a stock 
rights offering (the Offering) to the Plans by Hawaiian Airlines, Inc. 
(the Employer), the sponsor of the Plans; (2) the past holding of the 
Rights by the Plans during the subscription period of the Offering; and 
(3) the disposition or exercise of the Rights by the Plans provided the 
following conditions are satisfied: (A) The acquisition and holding of 
the Rights by the Plans occurred in connection with the Offering made 
available to all shareholders of the common stock of the Employer; (B) 
The acquisition and holding of Rights by the Plans resulted from an 
independent act of the Employer as a corporate entity and all holders 
of the common stock of the Employer, including the Plans, 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 Plans were 
made in accordance with provisions of the Plans for individually-
directed investment of participant accounts by the individual 
participants of the Plans whose accounts in the Plans received Rights 
in connection with the Offering, including all determinations regarding 
the exercise or sale of the Rights received through the Offering, and 
if no timely instructions concerning the Rights were given by 
participants of the Plans, the Rights were sold.

EFFECTIVE DATE: This exemption is effective as of August 7, 1996.
    For a more complete statement of the facts and representations 
supporting the Department's decision to grant this proposed exemption, 
refer to the notice of proposed exemption published on February 18, 
1997, at 62 FR 7273.

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 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.


[[Page 18803]]


    Signed at Washington, DC, this 14th day of April, 1997.
Ivan Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits 
Administration, Department of Labor.
[FR Doc. 97-9975 Filed 4-16-97; 8:45 am]
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