[Federal Register Volume 59, Number 60 (Tuesday, March 29, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-7271]


[[Page Unknown]]

[Federal Register: March 29, 1994]


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DEPARTMENT OF LABOR
[Application Nos. D-9337 and D-9415]

 

Smith Barney Shearson (SBS), Located in New York, NY

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Notice of proposed exemption to modify and replace prohibited 
transaction exemption (PTE) 92-77 involving Shearson Lehman Brothers, 
Inc. (Shearson Lehman).

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SUMMARY: This document contains a notice of pendency before the 
Department of Labor (the Department) of a proposed individual exemption 
which, if granted, would replace PTE 92-77 (55 FR 45833, October 5, 
1992). PTE 92-77 permits the purchase or redemption of shares by an 
employee benefit plan, an individual retirement account (the IRA) or a 
retirement plan for a self-employed individual (the Keogh Plan; 
collectively the Plans) in the Trust for TRAK Investments (the Trust) 
established by Shearson Lehman, in connection with such Plans' 
participation in the TRAK Personalized Investment Advisory Service (the 
TRAK Program). In addition, PTE 92-77 permits the provision, by the 
Consulting Group Division of Shearson Lehman (the Consulting Group), of 
investment advisory services to an independent fiduciary of a 
participating Plan (the Independent Plan Fiduciary) which may result in 
such fiduciary's selection of a portfolio (the Portfolio) in the TRAK 
Program for the investment of Plan assets. These transactions are 
described in a notice of pendency that was published in the Federal 
Register on April 3, 1992 at 57 FR 11514. PTE 92-77 is effective as of 
April 3, 1992.
    If granted, the proposed exemption would replace PTE 92-77, which 
as discussed below, expired by operation of the law. The new proposed 
exemption would permit the replacement of Shearson Lehman with a newly-
merged entity known as ``Smith Barney Shearson, Inc.'' It would also 
permit the adoption of a daily-traded collective investment fund (the 
GIC Fund) for Plans providing for participant directed-investments (the 
Section 404(c) Plans). The proposed exemption would provide conditional 
relief that is identical to that provided by PTE 92-77. In addition, 
the proposed exemption would affect participants and beneficiaries of, 
and fiduciaries with respect to, Plans participating in the TRAK 
Program.

DATES: Written comments and requests for a public hearing should be 
received by the Department on or before the expiration of 60 days from 
the publication of this proposed exemption in the Federal Register. If 
granted, the proposed exemption will be effective July 31, 1993 for 
transactions that are covered by PTE 92-77. With respect to 
transactions involving the GIC Fund, the proposed exemption will be 
effective as of the date the grant notice is published in the Federal 
Register.

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: Application Nos. D-9337 and D-9415. 
The applications pertaining to the proposed exemption and the comments 
received will be available for public inspection in the Public 
Documents Room of the Pension and Welfare Benefits Administration, U.S. 
Department of Labor, room N-5507, 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) 219-8881. (This is not a toll-free 
number.)

SUPPLEMENTARY INFORMATION: Notice is hereby given of the pendency 
before the Department of a proposed exemption that would replace PTE 
92-77. PTE 92-77 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 was requested in an application filed by 
SBS pursuant to section 408(a) of the Act and section 4975(c)(2) of the 
Code, and in accordance with the procedures (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 replacement 
exemption is being issued solely by the Department.
    As stated briefly above, PTE 92-77 allows Shearson Lehman to make 
the TRAK Program available to Plans that acquire shares in the Trust 
subject to certain conditions. Specifically, PTE 92-77 provides 
exemptive relief from section 406(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 (D) of the Code, with respect to the 
purchase or redemption of shares in the Trust by Plans investing 
therein. In addition, PTE 92-77 provides exemptive relief from the 
restrictions of section 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)(E) of the Code, with respect to the 
provision, by the Consulting Group of Shearson Lehman, of investment 
advisory services to an Independent Plan Fiduciary of a Plan 
participating in the TRAK Program which may result in such fiduciary's 
selection of a Portfolio in the TRAK Program for the investment of Plan 
assets.
    Subsequent to the granting of PTE 92-77, Shearson Lehman informed 
the Department that it had signed an asset purchase agreement with 
Primerica Corporation (Primerica) and Smith Barney Harris Upham & 
Company, Inc. (Smith Barney), an indirect, wholly owned subsidiary. The 
terms of the agreement provided for the sale of substantially all of 
the assets of Shearson Lehman and its Asset Management Divisions 
(collectively, the Shearson Divisions) to Smith Barney.1 The 
transaction was completed on July 31, 1993. As a result of the 
transaction, most of the assets and business of the Shearson Divisions 
were transferred to Smith Barney which, upon merger with Shearson 
Lehman, was renamed ``Smith Barney Shearson.'' (Smith Barney Shearson 
is denoted herein as SBS.) Shearson Lehman received cash and an 
interest-bearing note from SBS. As further consideration for the asset 
sale, SBS agreed to pay future contingent amounts based upon the 
combined performance of SBS and certain other Shearson Divisions 
acquired from Shearson Lehman. Shearson Lehman also assigned to the 
American Express Company (American Express) the right to receive 2.5 
million shares of certain convertible preferred stock issued by 
Primerica and a warrant. As consideration for the assignment, American 
Express agreed to pay Shearson Lehman for the stock and the warrant 
based on their value as of March 12, 1993, the date of the Asset 
Purchase Agreement. At present, SBS offers the TRAK Program to 
investors through one or more of its subsidiaries or divisions.
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    \1\Shearson Lehman's other primary division, Lehman Brothers, 
which is responsible for securities underwriting, financial 
advisory, investment and merchant banking services and commodities 
trading as a principal and agent, has been retained by Shearson 
Lehman. It has been renamed ``Lehman Brothers Inc.''
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    Since PTE 92-77 was granted, SBS informed the Department that it 
wished to modify the exemption in order to improve the TRAK Program and 
make it more responsive to the needs of investors. Specifically, SBS 
proposes to add to the Portfolios currently available under the TRAK 
Program, the GIC Fund, which is designed to invest primarily in 
guaranteed investment contracts (the GICs), synthetic GIC products and/
or units of other GIC collective funds. The GIC Fund will not differ in 
any material respects from the Government Money Investments Portfolio 
which generally permits daily redemptions of its shares. In addition, 
the GIC Fund will operate in a manner that is consistent with the 
requirements of PTE 92-77. SBS believes it is important to offer the 
GIC Fund to Section 404(c) Plans because these Plans may prefer to 
offer participants this type of investment option instead of the 
Government Money Investments Portfolio presently offered to such Plans 
under the TRAK Program. Therefore, SBS requests exemptive relief in 
order that the GIC Fund may be added to the Portfolios that are 
available under the Trust.
    The proposed GIC Fund will be a collective trust fund established 
and maintained by Smith Barney Shearson Trust Company (SBS Trust), a 
wholly owned subsidiary of Primerica. The GIC Fund will invest 
primarily in a portfolio of GICs with varying maturities issued by 
highly-rated insurance companies, and/or units of other collective 
funds invested in GICs. The GIC Fund may also invest in asset-backed 
investment products designed to offer risk and return characteristics 
similar to those of GICs (i.e., synthetic GIC products). In addition, 
the GIC Fund may hold short-term, low risk securities where the 
investment of all fund assets in GICs and/or units of other GIC 
collective funds is not feasible.
    SBS Trust will serve as the trustee of the GIC Fund. SBS Trust will 
employ a sub-adviser (the Sub-Adviser) which is independent of SBS and 
its affiliates to make recommendations on purchases of GICs and/or 
units of other GIC collective funds. Currently, SBS Trust employs 
Morley Capital Management (Morley Capital) of Lake Oswego, Oregon as 
the Sub-Adviser of the GIC Fund. SBS Trust will also employ Boston 
Company Investors Services Group (ISG), a business group of The Boston 
Company to provide custody and valuation services and The Shareholder 
Services Group, Inc. (TSSG), an entity which is indirectly owned by 
American Express, as transfer agent. Both ISG and TSSG are not 
affiliated with SBS.
    SBS represents that the GIC Fund will not pay a management or other 
similar fee to it or SBS Trust. (SBS Trust's fees for general trust 
services provided to a Section 404(c) Plan is included in such plan's 
investment advisory or ``outside'' fee.) A management fee may be paid 
to Morley Capital or any other Sub-Adviser which is independent of SBS 
and its affiliates. The GIC Fund will pay ISG, as custodian and 
provider of fund valuation services, a fee for such services, and TSSG, 
as transfer agent, a fee of $8.50 to $9.50 per Section 404(c) Plan, 
plus out-of-pocket expenses. With respect to the fees paid to SBS and 
its affiliates, the GIC Fund will not differ materially from the 
Government Money Investments Portfolio in that it will not pay a 
management or other similar fee to SBS or SBS Trust.
    SBS will describe the GIC Fund in the prospectus (the Prospectus) 
and promotional materials it furnishes to Section 404(c) Plan 
participants who are interested in investing in the GIC Fund. Such 
disclosures will reflect, in all material respects, the information 
discussed above.
    Because of the foregoing material changes to the factual 
representations supporting PTE 92-77, the Department has determined 
that the prior exemption was no longer effective as of July 31, 1993, 
the date Shearson Lehman sold the assets described above to SBS. Thus, 
the Department is of the view that PTE 92-77 would be unavailable for 
use by SBS and its subsidiaries with respect to the subject 
transactions.
    Accordingly, the Department has decided to publish a new exemption 
which, if granted, would replace PTE 92-77. Under the replacement 
exemption, all references to Shearson Lehman would be replaced with 
references to SBS. In addition, the replacement exemption would 
incorporate the new GIC Fund, SBS Trust, ISG and TSSG. Further, the 
replacement exemption would have an effective date of July 31, 1993 for 
transactions described in PTE 92-77. With respect to transactions 
involving the GIC Fund, the replacement exemption would become 
effective as of the date of the grant of the notice of pendency.

Notice to Interested Persons

    Notice of the proposed exemption will be mailed by first class mail 
to each Plan which invests in the TRAK Program. The notice will contain 
a copy of the notice of proposed exemption as published in the Federal 
Register and an explanation of the rights of interested persons to 
comment on and/or request a hearing with respect thereto. Such notice 
will be sent to the above-named parties within 30 days of the 
publication of the proposed exemption in the Federal Register. Written 
comments and hearing request are due within 60 days of the publication 
of the proposed exemption 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 the 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) 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; and
    (3) The 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 or statutory 
exemption is not dispositive of whether the transaction is in fact a 
prohibited transaction.
    (4) In addition to transactions involving the GIC Fund, the 
proposed exemption, if granted, will be applicable to the transactions 
previously described in PTE 92-77 only if the conditions specified 
therein are met.

Written Comments and Hearing Requests

    All interested persons are invited to submit written comments or 
requests for a hearing on the proposed replacement exemption to the 
address above, within the time period set forth above. All comments 
will be made a part of the record. Comments and requests for a hearing 
should state the reasons for the writer's interest in the proposed 
exemption. Comments received will be available for public inspection 
with the referenced applications at the address set forth above.

Proposed 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 cited 
above, the Department proposes to replace PTE 92-77 as follows:

Section I. Covered Transactions

    (a) The restrictions of section 406(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 (D) of the Code, shall not apply to 
the purchase or redemption of shares by Plans in the SBS-established 
Trust in connection with such Plans' participation in the TRAK 
Personalized Investment Advisory Service.
    (b) The restrictions of section 406(b) of the Act and the sanctions 
resulting from the application of section 4975 of the Code by reason of 
section 4975(c)(1)(E) and (F) of the Code, shall not apply to the 
provision, by the Consulting Group, of investment advisory services to 
an Independent Plan Fiduciary of a participating Plan which may result 
in such fiduciary's selection of a Portfolio in the TRAK Program for 
the investment of Plan assets.
    The proposed exemption is subject to the following conditions that 
are set forth in Section II.

Section II. General Conditions

    (a) The participation of Plans in the TRAK Program will be approved 
by an Independent Plan Fiduciary. For purposes of this requirement, an 
employee, officer or director of SBS and/or its affiliates covered by 
an IRA not subject to Title I of the Act will be considered an 
Independent Plan Fiduciary with respect to such IRA.
    (b) The total fees paid to the Consulting Group and its affiliates 
will constitute no more than reasonable compensation.
    (c) No Plan will pay a fee or commission by reason of the 
acquisition or redemption of shares in the Trust.
    (d) The terms of each purchase or redemption of Trust shares shall 
remain at least as favorable to an investing Plan as those obtainable 
in an arm's length transaction with an unrelated party.
    (e) The Consulting Group will provide written documentation to an 
Independent Plan Fiduciary of its recommendations or evaluations based 
upon objective criteria.
    (f) Any recommendation or evaluation made by the Consulting Group 
to an Independent Plan Fiduciary will be implemented only at the 
express direction of such independent fiduciary.
    (g) The Consulting Group will generally give investment advice in 
writing to an Independent Plan Fiduciary with respect to all available 
Portfolios. However, in the case of a Section 404(c) Plan, the 
Consulting Group will provide investment advice that is limited to the 
Portfolios made available under the Plan.
    (h) Any Sub-Adviser that acts for the Trust to exercise investment 
discretion over a Portfolio will be independent of SBS and its 
affiliates.
    (i) Immediately following the acquisition by a Portfolio of any 
securities that are issued by SBS and/or its affiliates, the percentage 
of that Portfolio's net assets invested in such securities will not 
exceed one percent.
    (j) The quarterly investment advisory fee that is paid by a Plan to 
the Consulting Group for investment advisory services rendered to such 
Plan will be offset by such amount as is necessary to assure that the 
Consulting Group retains no more than 20 basis points from any 
Portfolio (with the exception of the Government Money Investments 
Portfolio and the GIC Fund Portfolio for which the Consulting Group and 
SBS Trust will retain no investment management fee) which contains 
investments attributable to the Plan investor.
    (k) With respect to its participation in the TRAK Program prior to 
purchasing Trust shares,
    (1) Each Plan will receive the following written or oral 
disclosures from the Consulting Group:
    (A) A copy of the Prospectus for the Trust discussing the 
investment objectives of the Portfolios comprising the Trust, the 
policies employed to achieve these objectives, the corporate 
affiliation existing between the Consulting Group, SBS and its 
subsidiaries and the compensation paid to such entities.
    (B) Upon written or oral request to SBS, a Statement of Additional 
Information supplementing the Prospectus which describes the types of 
securities and other instruments in which the Portfolios may invest, 
the investment policies and strategies that the Portfolios may utilize 
and certain risks attendant to those investments, policies and 
strategies.
    (C) A copy of the investment advisory agreement between the 
Consulting Group and such Plan relating to participation in the TRAK 
Program.
    (D) Upon written request of SBS, a copy of the respective 
investment advisory agreement between the Consulting Group and the Sub-
Advisers.
    (E) In the case of a section 404(c) Plan, if required by the 
arrangement negotiated between the Consulting Group and the Plan, an 
explanation by an SBS Financial Consultant (the Financial Consultant) 
to eligible participants in such Plan, of the services offered under 
the TRAK Program and the operation and objectives of the Portfolios.
    (F) Copies of PTE 92-77 and documents pertaining to the proposed 
replacement exemption.
    (2) If accepted as an investor in the TRAK Program, an Independent 
Plan Fiduciary of an IRA or Keogh Plan, is required to acknowledge, in 
writing, prior to purchasing Trust shares that such fiduciary has 
received copies of the documents described above in subparagraph (k)(1) 
of this section.
    (3) With respect to a section 404(c) Plan, written acknowledgement 
of the receipt of such documents will be provided by the Independent 
Plan Fiduciary (i.e., the Plan administrator, trustee or named 
fiduciary, as the recordholder of Trust shares). Such Independent Plan 
Fiduciary will be required to represent in writing to SBS that such 
fiduciary is (a) independent of SBS and its affiliates and (b) 
knowledgeable with respect to the Plan in administrative matters and 
funding matters related thereto, and able to make an informed decision 
concerning participation in the TRAK Program.
    (4) With respect to a Plan that is covered under Title I of the 
Act, where investment decisions are made by a trustee, investment 
manager or a named fiduciary, such Independent Plan Fiduciary is 
required to acknowledge, in writing, receipt of such documents and 
represent to SBS that such fiduciary is (a) independent of SBS and its 
affiliates, (b) capable of making an independent decision regarding the 
investment of Plan assets and (c) knowledgeable with respect to the 
Plan in administrative matters and funding matters related thereto, and 
able to make an informed decision concerning participation in the TRAK 
Program.
    (l) Subsequent to its participation in the TRAK Program, each Plan 
receives the following written or oral disclosures with respect to its 
ongoing participation in the TRAK Program:
    (1) The Trust's semi-annual and annual report which will include 
financial statement for the Trust and investment management fees paid 
by each Portfolio.
    (2) A written quarterly monitoring statement containing an analysis 
and an evaluation of a Plan investor's account to ascertain whether the 
Plan's investment objectives have been met and recommending, if 
required, changes in Portfolio allocations.
    (3) If required by the arrangement negotiated between the 
Consulting Group and a section 404(c) Plan, a quarterly, detailed 
investment performance monitoring report, in writing, provided to an 
Independent Plan Fiduciary of such Plan showing, Plan level asset 
allocations, Plan cash flow analysis and annualized risk adjusted rates 
of return for Plan investments. In addition, if required by such 
arrangement, Financial Consultants will meet periodically with 
Independent Plan Fiduciaries of section 404(c) Plans to discuss the 
report as well as with eligible participants to review their accounts' 
performance.
    (4) If required by the arrangement negotiated between the 
Consulting Group and a section 404(c) Plan, a quarterly participant 
performance monitoring report provided to a Plan participant which 
accompanies the participant's benefit statement and describes the 
investment performance of the Portfolios, the investment performance of 
the participant's individual investment in the TRAK Program, and gives 
market commentary and toll-free numbers that will enable the 
participant to obtain more information about the TRAK Program or to 
amend his or her investment allocations.
    (5) On a quarterly and annual basis, written disclosures to all 
Plans of the (a) percentage of each Portfolio's brokerage commissions 
that are paid to SBS and its affiliates and (b) the average brokerage 
commission per share paid by each Portfolio to SBS and its affiliates, 
as compared to the average brokerage commission per share paid by the 
Trust to brokers other than SBS and its affiliates, both expressed as 
cents per share.
    (m) SBS shall maintain, for a period of six years, the records 
necessary to enable the persons described in paragraph (n) of this 
section to determine whether the conditions of this exemption have been 
met, except that (1) a prohibited transaction will not be considered to 
have occurred if, due to circumstances beyond the control of SBS and/or 
its affiliates, the records are lost or destroyed prior to the end of 
the six year period, and (2) no party in interest other than SBS shall 
be subject to the civil penalty that may be assessed under section 
502(i) of the Act, or to the taxes imposed by section 4975(a) and (b) 
of the Code, if the records are not maintained, or are not available 
for examination as required by paragraph (n) below.
    (n)(1) Except as provided in section (2) of this paragraph and 
notwithstanding any provisions of subsections (a)(2) and (b) of section 
504 of the Act, the records referred to in paragraph (m) of this 
section shall be unconditionally available at their customary location 
during normal business hours by:
    (A) Any duly authorized employee or representative of the 
Department or the Service;
    (B) Any fiduciary of a participating Plan or any duly authorized 
representative of such fiduciary;
    (C) Any contributing employer to any participating Plan or any duly 
authorized employee representative of such employer; and
    (D) Any participant or beneficiary of any participating Plan, or 
any duly authorized representative of such participant or beneficiary.
    (2) None of the persons described above in subparagraphs (B)-(D) of 
this paragraph (n) shall be authorized to examine the trade secrets of 
SBS or commercial or financial information which is privileged or 
confidential.

Section III. Definitions

    For purposes of this exemption:
    (a) An ``affiliate'' of SBS includes--
    (1) Any person directly or indirectly through one or more 
intermediaries, controlling, controlled by, or under common control 
with SBS. (For purposes of this subsection, the term ``control'' means 
the power to exercise a controlling influence over the management or 
policies of a person other than an individual.)
    (2) Any officer, director or partner in such person, and
    (3) Any corporation or partnership of which such person is an 
officer, director or a 5 percent partner or owner.
    (b) An ``Independent Plan Fiduciary'' is a Plan fiduciary which is 
independent of SBS and its affiliates and is either--
    (1) A Plan administrator, sponsor, trustee or named fiduciary, as 
the recordholder of Trust shares of a Section 404(c) Plan,
    (2) A participant in a Keogh Plan,
    (3) An individual covered under a self-directed IRA which invests 
in Trust shares, or
    (4) A trustee, investment manager or named fiduciary responsible 
for investment decisions in the case of a Title I Plan that does not 
permit individual direction as contemplated by Section 404(c) of the 
Act.

Section IV. Effective Dates

    This exemption will be effective as of July 31, 1993, except for 
transactions involving the GIC Fund. The exemption will be effective 
upon its grant with respect to the inclusion of the GIC Fund in the 
TRAK Program.
    The availability of this proposed exemption is subject to the 
express condition that the material facts and representations contained 
in the applications for exemption are true and complete and accurately 
describe all material terms of 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 92-77, refer to the 
proposed exemption and grant notice which are cited above.

    Signed at Washington, DC, this 23rd day of March, 1994.
Ivan L. Strasfeld,
Director of Exemption Determinations, Pension and Welfare Benefits 
Administration, U.S. Department of Labor.
[FR Doc. 94-7271 Filed 3-28-94; 8:45 am]
BILLING CODE 4510-29-P