Pendency of Request for Exemption From the Bond/Escrow Requirement Relating to the Sale of Assets by an Employer Who Contributes to a Multiemployer Plan; LA Team Co. LLC, 39349-39350 [05-13311]
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Federal Register / Vol. 70, No. 129 / Thursday, July 7, 2005 / Notices
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Commission’s rules that ‘‘Discussion of
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Dated: June 30, 2005.
R. Michelle Schroll,
Office of the Secretary.
[FR Doc. 05–13419 Filed 7–5–05; 10:15 am]
BILLING CODE 7590–01–M
PENSION BENEFIT GUARANTY
CORPORATION
Pendency of Request for Exemption
From the Bond/Escrow Requirement
Relating to the Sale of Assets by an
Employer Who Contributes to a
Multiemployer Plan; LA Team Co. LLC
Pension Benefit Guaranty
Corporation.
ACTION: Notice of pendency of request.
AGENCY:
SUMMARY: This notice advises interested
persons that the Pension Benefit
VerDate jul<14>2003
19:31 Jul 06, 2005
Jkt 205001
Guaranty Corporation has received a
request from LA Team Co. LLC, for an
exemption from the bond/escrow
requirement of section 4204(a)(1)(B) of
the Employee Retirement Income
Security Act of 1974, as amended, with
respect to the Major League Baseball
Players Benefit Plan. Section 4204(a)(1)
provides that the sale of assets by an
employer that contributes to a
multiemployer pension plan will not
constitute a complete or partial
withdrawal from the plan if certain
conditions are met. One of these
conditions is that the purchaser post a
bond or deposit money in escrow for the
five-plan-year period beginning after the
sale. The PBGC is authorized to grant
individual and class exemptions from
this requirement. Before granting an
exemption the PBGC is required to give
interested persons an opportunity to
comment on the exemption request. The
purpose of this notice is to advise
interested persons of the exemption
request and solicit their views on it.
DATES: Comments must be submitted on
or before August 22, 2005.
ADDRESSES: Comments may be mailed to
the Office of the Chief Counsel, Pension
Benefit Guaranty Corporation, 1200 K
Street, NW., Washington, DC 20005–
4026, or delivered to Suite 340 at the
above address. Comments also may be
submitted electronically through the
PBGC’s Web site at https://
www.pbgc.gov/multis, or by fax to 202–
326–4112. The PBGC will make all
comments available on its Web site,
https://www.pbgc.gov. Copies of the
comments and the non-confidential
portions of the request may be obtained
by writing to the PBGC’s
Communications and Public Affairs
Department at Suite 240 at the above
address or by visiting that office or
calling 202–326–4040 during normal
business hours. (TTY and TDD users
may call the Federal relay service tollfree at 1–800–877–8339 and ask to be
connected to 202–326–4040.)
FOR FURTHER INFORMATION CONTACT:
Gennice D. Brickhouse, Office of the
Chief Counsel, Suite 340, 1200 K Street,
NW., Washington, DC 20005–4026, 202–
326–4020. (For TTY/TTD users, call the
Federal relay service toll-free at 1–800–
877–8339 and ask to be connected to
202–326–4020.)
SUPPLEMENTARY INFORMATION:
Background
Section 4204 of the Employee
Retirement Income Security Act of 1974,
as amended by the Multiemployer
Pension Plan Amendments Act of 1980,
(‘‘ERISA’’ or ‘‘the Act’’), provides that a
bona fide arm’s-length sale of assets of
PO 00000
Frm 00117
Fmt 4703
Sfmt 4703
39349
a contributing employer to an unrelated
party will not be considered a
withdrawal if three conditions are met.
These conditions, enumerated in section
4204(a)(1)(A)–(C), are that—
(A) the purchaser has an obligation to
contribute to the plan with respect to
the operations for substantially the same
number of contributions base units for
which the seller was obligated to
contribute;
(B) the purchaser obtains a bond or
places an amount in escrow, for a period
of five plan years after the sale, an
amount equal to the greater of the
seller’s average required annual
contribution to the plan for the three
plan years preceding the year in which
the sale occurred or the seller’s required
annual contribution for the plan year
preceding the year in which the sale
occurred (the amount of the bond or
escrow is doubled if the plan is in
reorganization in the year in which the
sale occurred); and
(C) the contract of sale provides that
if the purchaser withdraws from the
plan within the first five plan years
beginning after the sale and fails to pay
any of its liability to the plan, the seller
shall be secondarily liable for the
liability it (the seller) would have had
but for section 4204.
The bond or escrow described above
would be paid to the plan if the
purchaser withdraws from the plan or
fails to make any required contributions
to the plan within the first five plan
years beginning after the sale.
Additionally, section 4204(b)(1)
provides that if a sale of assets is
covered by section 4204, the purchaser
assumes by operation of law the
contribution record of the seller for the
plan year in which the sale occurred
and the preceding four plan years.
Section 4204(c) of ERISA authorizes
the Pension Benefit Guaranty
Corporation (‘‘PBGC’’) to grant
individual or class variances or
exemptions from the purchaser’s bond/
escrow requirement of section
4204(a)(1)(B) when warranted. The
legislative history of section 4204
indicates a Congressional intent that the
sales rules be administered in a manner
that assures protection of the plan with
the least practicable intrusion into
normal business transactions. Senate
Committee on Labor and Human
Resources, 96th Cong., 2nd Sess.,
S.1076, The Multiemployer Pension
Plan Amendments Act of 1980:
Summary and Analysis of
Considerations 16 (Comm. Print, April
1980); 128 Cong. Rec. S10117 (July 29,
1980). The granting of an exemption or
variance from the bond/escrow
requirement does not constitute a
E:\FR\FM\07JYN1.SGM
07JYN1
39350
Federal Register / Vol. 70, No. 129 / Thursday, July 7, 2005 / Notices
finding by the PBGC that a particular
transaction satisfies the other
requirements of section 4204(a)(1).
Under the PBGC’s regulation on
variances for sales of assets (29 CFR Part
4204), a request for a variance or waiver
of the bond/escrow requirement under
any of the tests established in the
regulation (§ 4204.12 and 4204.13) is to
be made to the plan in question. The
PBGC will consider waiver requests
only when the request is not based on
satisfaction of one of the four regulatory
tests or when the parties assert that the
financial information necessary to show
satisfaction of one of the regulatory tests
is privileged or confidential financial
information within the meaning of 5
U.S.C. 552(b)(4) (Freedom of
Information Act).
Under § 4204.22 of the regulation, the
PBGC shall approve a request for a
variance or exemption if it determines
that approval of the request is
warranted, in that it—
(1) Would more effectively or
equitably carry out the purposes of Title
IV of the Act; and
(2) Would not significantly increase
the risk of financial loss to the plan.
Section 4204(c) of ERISA and section
4204.22(b) of the regulation require the
PBGC to publish a notice of the
pendency of a request for a variance or
exemption in the Federal Register, and
to provide interested parties with an
opportunity to comment on the
proposed variance or exemption.
The Request
The PBGC has received a request from
the LA Team Co. LLC (the ‘‘Buyer’’) for
an exemption from the bond/escrow
requirement of section 4204(a)(1)(B)
with respect to its purchase of the Los
Angeles Dodgers Baseball Team from
Los Angeles Dodgers, Inc. (the ‘‘Seller’’)
on February 13, 2004. In the request, the
Buyer represents among other things
that:
1. The Seller was obligated to
contribute to the Major League Baseball
Players Benefit Plan (the ‘‘Fund’’) for
certain employees of the sold
operations.
2. The Buyer has agreed to assume the
obligation to contribute to the Fund for
substantially the same number of
contribution base units as the Seller.
3. The Seller has agreed to be
secondarily liable for any withdrawal
liability it would have had with respect
to the sold operations (if not for section
4204) should the Buyer withdraw from
the Fund within the five plan years
following the sale and fail to pay its
withdrawal liability.
4. The estimated amount of the
unfunded vested benefits allocated to
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19:31 Jul 06, 2005
Jkt 205001
the Seller with respect to the operations
subject to the sale could be as high as
$32,300,000.
5. The amount of the bond/escrow
established under section 4204(a)(1)(B)
is $2,466,666.67.
6. The Major League Baseball Clubs
(the ‘‘Clubs’’) have established the Major
League Central Fund (the ‘‘Central
Fund’’) pursuant to the Major League
Baseball Constitution. Under this
agreement, contributions to the Fund for
all participating employers are paid by
the Office of the Commissioner of
Baseball from the Central Fund on
behalf of each participating employer in
satisfaction of the employer’s pension
liability under the Fund’s funding
agreement. The monies in the Central
Fund are derived directly from (i) gate
receipts from All-Star games; (ii) radio
and television revenue from World
Series, League Championship Series,
Division Series, All-Star Games, and (iii)
certain other radio and television
revenue, including revenues from
foreign broadcasts, regular, spring
training and exhibition games.
7. In support of the waiver request,
the requester asserts that:
‘‘The Fund is thus funded from revenues
which are paid from the Central Fund
directly to the Fund without passing through
the hands of any of the Clubs. The revenues
of the Central Fund are therefore not
exclusively or even largely dependent on the
financial viability of anyone Club.
Furthermore, a change in ownership of a
Club does not affect the obligation of the
Central Fund to fund the Fund out of the
Revenue. Accordingly, the Fund enjoys a
substantial degree of security with respect to
contributions on behalf of the Clubs, and as
such, approval of this exemption request
would not significantly increase the risk of
financial loss to the Fund.’’
8. A complete copy of the request was
sent to the Fund and to the Major
League Baseball Players Association by
certified mail, return receipt requested.
Comments
All interested persons are invited to
submit written comments on the
pending exemption request to the above
address. All comments will be made a
part of the record. The PBGC will make
the comments received available on its
Web site, https://www.pbgc.gov. Copies
of the comments and the nonconfidential portions of the request may
be obtained by writing or visiting the
PBGC’s Communications and Public
Affairs Department (CPAD) at Suite 240
at the above address or by visiting that
office or calling 202–326–4040 during
normal business hours.
PO 00000
Frm 00118
Fmt 4703
Sfmt 4703
Issued at Washington, DC, on this 30th of
June, 2005.
Vincent K. Snowbarger,
Acting Executive Director.
[FR Doc. 05–13311 Filed 7–6–05; 8:45 am]
BILLING CODE 7708–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Filings and
Information Services, Washington, DC
20549.
Extension:
Rule 17a–19; SEC File No. 270–148; OMB
Control No. 3235–0133.
Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Rule 17a–19 requires National
Securities Exchanges and Registered
National Securities Associations to file
a Form X–17A–19 with the Commission
within 5 days of the initiation,
suspension or termination of a member
in order to notify the Commission that
a change in designated examining
authority may be necessary.
It is anticipated that approximately
eight National Securities Exchanges and
Registered National Securities
Associations collectively will make
1,800 total annual filings pursuant to
Rule 17a–19 and that each filing will
take approximately 15 minutes. The
total burden is estimated to be
approximately 450 total annual hours.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information shall have practical utility;
(b) the accuracy of the agency’s estimate
of the burden of the proposed collection
of information; (c) ways to enhance the
quality, utility, and clarity of the
information to be collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
E:\FR\FM\07JYN1.SGM
07JYN1
Agencies
[Federal Register Volume 70, Number 129 (Thursday, July 7, 2005)]
[Notices]
[Pages 39349-39350]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-13311]
=======================================================================
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PENSION BENEFIT GUARANTY CORPORATION
Pendency of Request for Exemption From the Bond/Escrow
Requirement Relating to the Sale of Assets by an Employer Who
Contributes to a Multiemployer Plan; LA Team Co. LLC
AGENCY: Pension Benefit Guaranty Corporation.
ACTION: Notice of pendency of request.
-----------------------------------------------------------------------
SUMMARY: This notice advises interested persons that the Pension
Benefit Guaranty Corporation has received a request from LA Team Co.
LLC, for an exemption from the bond/escrow requirement of section
4204(a)(1)(B) of the Employee Retirement Income Security Act of 1974,
as amended, with respect to the Major League Baseball Players Benefit
Plan. Section 4204(a)(1) provides that the sale of assets by an
employer that contributes to a multiemployer pension plan will not
constitute a complete or partial withdrawal from the plan if certain
conditions are met. One of these conditions is that the purchaser post
a bond or deposit money in escrow for the five-plan-year period
beginning after the sale. The PBGC is authorized to grant individual
and class exemptions from this requirement. Before granting an
exemption the PBGC is required to give interested persons an
opportunity to comment on the exemption request. The purpose of this
notice is to advise interested persons of the exemption request and
solicit their views on it.
DATES: Comments must be submitted on or before August 22, 2005.
ADDRESSES: Comments may be mailed to the Office of the Chief Counsel,
Pension Benefit Guaranty Corporation, 1200 K Street, NW., Washington,
DC 20005-4026, or delivered to Suite 340 at the above address. Comments
also may be submitted electronically through the PBGC's Web site at
https://www.pbgc.gov/multis, or by fax to 202-326-4112. The PBGC will
make all comments available on its Web site, https://www.pbgc.gov.
Copies of the comments and the non-confidential portions of the request
may be obtained by writing to the PBGC's Communications and Public
Affairs Department at Suite 240 at the above address or by visiting
that office or calling 202-326-4040 during normal business hours. (TTY
and TDD users may call the Federal relay service toll-free at 1-800-
877-8339 and ask to be connected to 202-326-4040.)
FOR FURTHER INFORMATION CONTACT: Gennice D. Brickhouse, Office of the
Chief Counsel, Suite 340, 1200 K Street, NW., Washington, DC 20005-
4026, 202-326-4020. (For TTY/TTD users, call the Federal relay service
toll-free at 1-800-877-8339 and ask to be connected to 202-326-4020.)
SUPPLEMENTARY INFORMATION:
Background
Section 4204 of the Employee Retirement Income Security Act of
1974, as amended by the Multiemployer Pension Plan Amendments Act of
1980, (``ERISA'' or ``the Act''), provides that a bona fide arm's-
length sale of assets of a contributing employer to an unrelated party
will not be considered a withdrawal if three conditions are met. These
conditions, enumerated in section 4204(a)(1)(A)-(C), are that--
(A) the purchaser has an obligation to contribute to the plan with
respect to the operations for substantially the same number of
contributions base units for which the seller was obligated to
contribute;
(B) the purchaser obtains a bond or places an amount in escrow, for
a period of five plan years after the sale, an amount equal to the
greater of the seller's average required annual contribution to the
plan for the three plan years preceding the year in which the sale
occurred or the seller's required annual contribution for the plan year
preceding the year in which the sale occurred (the amount of the bond
or escrow is doubled if the plan is in reorganization in the year in
which the sale occurred); and
(C) the contract of sale provides that if the purchaser withdraws
from the plan within the first five plan years beginning after the sale
and fails to pay any of its liability to the plan, the seller shall be
secondarily liable for the liability it (the seller) would have had but
for section 4204.
The bond or escrow described above would be paid to the plan if the
purchaser withdraws from the plan or fails to make any required
contributions to the plan within the first five plan years beginning
after the sale. Additionally, section 4204(b)(1) provides that if a
sale of assets is covered by section 4204, the purchaser assumes by
operation of law the contribution record of the seller for the plan
year in which the sale occurred and the preceding four plan years.
Section 4204(c) of ERISA authorizes the Pension Benefit Guaranty
Corporation (``PBGC'') to grant individual or class variances or
exemptions from the purchaser's bond/escrow requirement of section
4204(a)(1)(B) when warranted. The legislative history of section 4204
indicates a Congressional intent that the sales rules be administered
in a manner that assures protection of the plan with the least
practicable intrusion into normal business transactions. Senate
Committee on Labor and Human Resources, 96th Cong., 2nd Sess., S.1076,
The Multiemployer Pension Plan Amendments Act of 1980: Summary and
Analysis of Considerations 16 (Comm. Print, April 1980); 128 Cong. Rec.
S10117 (July 29, 1980). The granting of an exemption or variance from
the bond/escrow requirement does not constitute a
[[Page 39350]]
finding by the PBGC that a particular transaction satisfies the other
requirements of section 4204(a)(1).
Under the PBGC's regulation on variances for sales of assets (29
CFR Part 4204), a request for a variance or waiver of the bond/escrow
requirement under any of the tests established in the regulation (Sec.
4204.12 and 4204.13) is to be made to the plan in question. The PBGC
will consider waiver requests only when the request is not based on
satisfaction of one of the four regulatory tests or when the parties
assert that the financial information necessary to show satisfaction of
one of the regulatory tests is privileged or confidential financial
information within the meaning of 5 U.S.C. 552(b)(4) (Freedom of
Information Act).
Under Sec. 4204.22 of the regulation, the PBGC shall approve a
request for a variance or exemption if it determines that approval of
the request is warranted, in that it--
(1) Would more effectively or equitably carry out the purposes of
Title IV of the Act; and
(2) Would not significantly increase the risk of financial loss to
the plan.
Section 4204(c) of ERISA and section 4204.22(b) of the regulation
require the PBGC to publish a notice of the pendency of a request for a
variance or exemption in the Federal Register, and to provide
interested parties with an opportunity to comment on the proposed
variance or exemption.
The Request
The PBGC has received a request from the LA Team Co. LLC (the
``Buyer'') for an exemption from the bond/escrow requirement of section
4204(a)(1)(B) with respect to its purchase of the Los Angeles Dodgers
Baseball Team from Los Angeles Dodgers, Inc. (the ``Seller'') on
February 13, 2004. In the request, the Buyer represents among other
things that:
1. The Seller was obligated to contribute to the Major League
Baseball Players Benefit Plan (the ``Fund'') for certain employees of
the sold operations.
2. The Buyer has agreed to assume the obligation to contribute to
the Fund for substantially the same number of contribution base units
as the Seller.
3. The Seller has agreed to be secondarily liable for any
withdrawal liability it would have had with respect to the sold
operations (if not for section 4204) should the Buyer withdraw from the
Fund within the five plan years following the sale and fail to pay its
withdrawal liability.
4. The estimated amount of the unfunded vested benefits allocated
to the Seller with respect to the operations subject to the sale could
be as high as $32,300,000.
5. The amount of the bond/escrow established under section
4204(a)(1)(B) is $2,466,666.67.
6. The Major League Baseball Clubs (the ``Clubs'') have established
the Major League Central Fund (the ``Central Fund'') pursuant to the
Major League Baseball Constitution. Under this agreement, contributions
to the Fund for all participating employers are paid by the Office of
the Commissioner of Baseball from the Central Fund on behalf of each
participating employer in satisfaction of the employer's pension
liability under the Fund's funding agreement. The monies in the Central
Fund are derived directly from (i) gate receipts from All-Star games;
(ii) radio and television revenue from World Series, League
Championship Series, Division Series, All-Star Games, and (iii) certain
other radio and television revenue, including revenues from foreign
broadcasts, regular, spring training and exhibition games.
7. In support of the waiver request, the requester asserts that:
``The Fund is thus funded from revenues which are paid from the
Central Fund directly to the Fund without passing through the hands
of any of the Clubs. The revenues of the Central Fund are therefore
not exclusively or even largely dependent on the financial viability
of anyone Club. Furthermore, a change in ownership of a Club does
not affect the obligation of the Central Fund to fund the Fund out
of the Revenue. Accordingly, the Fund enjoys a substantial degree of
security with respect to contributions on behalf of the Clubs, and
as such, approval of this exemption request would not significantly
increase the risk of financial loss to the Fund.''
8. A complete copy of the request was sent to the Fund and to the
Major League Baseball Players Association by certified mail, return
receipt requested.
Comments
All interested persons are invited to submit written comments on
the pending exemption request to the above address. All comments will
be made a part of the record. The PBGC will make the comments received
available on its Web site, https://www.pbgc.gov. Copies of the comments
and the non-confidential portions of the request may be obtained by
writing or visiting the PBGC's Communications and Public Affairs
Department (CPAD) at Suite 240 at the above address or by visiting that
office or calling 202-326-4040 during normal business hours.
Issued at Washington, DC, on this 30th of June, 2005.
Vincent K. Snowbarger,
Acting Executive Director.
[FR Doc. 05-13311 Filed 7-6-05; 8:45 am]
BILLING CODE 7708-01-P