[Federal Register: December 7, 2006 (Volume 71, Number 235)]
[Notices]
[Page 70992-70996]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07de06-94]
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DEPARTMENT OF LABOR
Employee Benefits Security Administration
[Application No. L-11348]
Prohibited Transaction Exemption 2006-19; Grant of Individual
Exemption Involving Kaiser Aluminum Corporation and Its Subsidiaries
(Together, Kaiser) Located in Foothill Ranch, CA
AGENCY: Employee Benefits Security Administration, U.S. Department of
Labor.
ACTION: Grant of individual exemption.
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This document contains a final exemption before the Department of
Labor (the Department) that provides relief from certain prohibited
transaction restrictions of the Employee Retirement Income Security Act
of 1974 (the Act).\1\ The exemption permits, effective July 6, 2006,
(1) the acquisition by the VEBA for Retirees of Kaiser Aluminum (the
Hourly VEBA) and by the Kaiser Aluminum Salaried Retirees VEBA (the
Salaried VEBA; together, the VEBAs) of certain publicly traded common
stock issued by Kaiser (the Stock or the Shares), through an in-kind
contribution to the VEBAs by Kaiser of such Stock, for the purpose of
prefunding VEBA welfare benefits; (2) the holding by the VEBAs of such
Stock acquired pursuant to the contribution; and (3) the management of
the Shares, including their voting and disposition, by an independent
fiduciary (the Independent Fiduciary) designated to represent the
interests of each VEBA with respect to the transactions. The exemption
affects the VEBAs and their participants and beneficiaries.
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\1\ Because the VEBAs are not qualified under section 401 of the
Internal Revenue Code of 1986, as amended (the Code) there is no
jurisdiction under Title II of the Act pursuant to section 4975 of
the Code. However, there is jurisdiction under Title I of the Act.
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DATES: Effective Date: This exemption is effective as of July 6, 2006.
FOR FURTHER INFORMATION CONTACT: Ms. Blessed Chuksorji, Office of
Exemption Determinations, Employee Benefits Security Administration,
U.S. Department of Labor, telephone (202) 693-8567. (This is not a
toll-free number.)
SUPPLEMENTARY INFORMATION: On October 26, 2006, the Department
published a notice of proposed exemption in the Federal Register at 71
FR 62615. The document contained a notice of proposed individual
exemption from the restrictions of sections 406(a)(1)(E), 406(a)(2),
406(b)(1), 406(b)(2) and 407(a) of the Act. The proposed exemption had
been requested in an application filed by Kaiser pursuant to section
408(a) of the Act, 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 exemption is being issued solely
by the Department.
The proposed exemption gave interested persons an opportunity to
comment and to request a hearing. In this regard, all interested
persons were invited to submit written comments or requests for a
hearing on the pending exemption on or before November 21, 2006. All
comments were to be made part of the record.
During the comment period, the Department received 18 comments by
telephone from participants in the Hourly and Salaried VEBAs regarding
benefits questions or requests for a simplified explanation of the
transactions. For those inquiries pertaining to benefits, the
Department referred the participants to sources recommended by either
Independent Fiduciary Services, Inc. (IFS), the Independent Fiduciary
for the Hourly VEBA or Fiduciary Counselors, Inc. (FCI), the
Independent Fiduciary for the Salaried VEBA. Of the participant
comments, one participant in the Hourly VEBA submitted a written
comment to the Department regarding a substantive matter. For a
response, the comment was forwarded to IFS. The Department did not
receive any requests from any VEBA participants for a public hearing.
In addition to the VEBA participant comments, the Department
received written comments from IFS and FCI. Both comments are intended
to clarify the Summary of Facts and Representations (the Summary) and
the conditions and definitions of the proposal.
The written comments and the responses are discussed below.
Hourly VEBA Participant's Comment
A retired Kaiser employee and a participant in the Hourly VEBA
questioned the decision to use the Kaiser Stock to fund the Hourly
VEBA. The commenter suggested that each current retiree be given shares
of Kaiser Stock to manage as such retiree wished.
In response to the comment, IFS explains that Kaiser and various
unions (the Unions) engaged in negotiations, and that the Unions,
representing the interests of all Kaiser retirees (both current and
future), agreed to use the Stock to fund the plans that would provide
retiree health benefits for both current and future retirees of the
VEBAs. IFS further explains that this decision was memorialized in the
collective bargaining agreements that were ratified by Kaiser employees
working under the agreements. In addition, IFS notes that the
agreements were subsequently approved by the Bankruptcy Court.
Summary Clarifications
In its comment letter, IFS has suggested the following
clarifications to the Summary:
1. Footnote 8. IFS explains that Footnote 8 of the Summary ends
with the phrase ``* * * the pre-emergence sales are treated as if they
occurred on or after the Effective Date.'' IFS states that Section 2.3
of the Stock Transfer Restriction Agreement provides that these pre-
emergence sales are treated as if they occurred on the day immediately
succeeding the Effective Date. Therefore, IFS recommends that Footnote
8 of the Summary be revised to read ``* * * the pre-emergence sales are
treated as if they occurred on the day immediately succeeding the
Effective Date.''
2. Representation 6(a)(1). IFS indicates that Representation
6(a)(1) of the Summary states that ``On July 7, 2006, Kaiser issued
8,809,000 shares of its common stock to the Hourly Trust.'' Similarly,
in Representation 10(c), under the caption ``Pricing of the Hourly VEBA
Shares,'' it states that ``The Hourly VEBA received its 8,809,000
Shares as of July 7, 2006.'' IFS explains that Representation 10(c)
further states that market-driven sales of pre-emergence Shares
provided a benchmark value ``of the Shares to which the Hourly VEBA was
eventually entitled on July 7, 2006.'' IFS wishes to clarify that the
correct number of Shares issued to the Hourly VEBA was 8,809,900.
In addition, IFS wishes to clarify that Kaiser issued the Shares--
and the Hourly VEBA became the legal owner of
[[Page 70993]]
the Shares--on July 6, 2006. However, IFS points out that the Hourly
Trustee (National City Bank) did not obtain physical possession of the
Share certificates on July 6, 2006 and that such physical possession
did not affect legal ownership of the issued Shares. Therefore, IFS
recommends that Representation 10(c) be changed to mirror
Representation 6(a)(1). Thus, Representation 10(c) would read: ``Kaiser
issued 8,809,900 Shares to the Hourly VEBA on July 6, 2006. Empire
placed the fair market value of such Stock at $36.50 per Share as of
that date.'' IFS also believes that Footnote 12 should immediately
follow these sentences. Similarly, IFS states that the last sentence in
the first paragraph of Representation 10(c) should reflect the July 6,
2006 date and the fact that the Shares were issued on that date.
Accordingly, that sentence should read ``In the interim, the market-
driven sales of pre-emergence Shares described above provided a
benchmark for assessing the value of the Shares issued to the Hourly
VEBA on July 6, 2006.''
3. Representation 10(a). IFS indicates that the first paragraph of
Representation 10(a) refers to IFS as a ``wholly owned Delaware
corporation.'' To remove any ambiguity, IFS suggests referring to it as
``Independent Fiduciary Services, Inc.'' In addition, IFS recommends
that the first sentence of Representation 10(a) be revised to read, in
part, as follows: ``* * * the Hourly Independent Fiduciary Agreement
with Independent Fiduciary Services, Inc. (IFS) of Washington, D.C., to
serve * * *.'' IFS also suggests that the second sentence of
Representation 10(a) to read: ``IFS is a closely held Delaware
corporation with no subsidiaries or affiliates.''
Further, IFS explains that in the second paragraph of
Representation 10(a), a new subparagraph should be added to its
``Duties and Responsibilities'' which states: ``and (i), the authority
to consider and engage in pre-emergence sales.'' IFS explains that this
additional authority was given to it by the Board of Trustees of the
Hourly VEBA in a letter dated April 5, 2006.
4. Representation 10(c). IFS explains that the fourth paragraph of
the second section mislabeled Representation 10(c) (with the caption
``Views on the Stock Transfer Restriction Agreement and the
Registration Rights Agreement'') states that ``all expenses associated
with effecting a demand or shelf registration, including piggy-back
rights, will be borne by Kaiser.'' The next paragraph describes the
expenses related to a shelf registration and explains that ``the Hourly
VEBA will be responsible for paying underwriting commissions and other
selling fees.'' To remove any possible confusion, IFS notes that
section 6.4(b) of the Registration Rights Agreement provides that,
under any of the registration rights, any independent counsel or
experts retained by the Hourly VEBA will be paid by the Hourly VEBA,
and ``all underwriting fees, discounts, selling commissions and stock
transfer taxes applicable to the sale of Registrable Securities will be
borne by the applicable Holder.'' Thus, IFS believes that this sentence
should read as follows: ``IFS further represents that all expenses
associated with effecting a demand or shelf registration, including
piggy-back rights, will be borne by Kaiser, except for underwriting
commissions and other selling fees.''
5. Representation 13(e). According to IFS, Representation 13(e)
indicates that the VEBAs have not incurred, or will not incur, any
fees, costs, or other charges, other than those described in certain
agreements, ``as a result of any of the transactions described
herein.'' Under the Registration Rights Agreement, IFS explains that a
selling party will be responsible for ``all underwriting fees,
discounts, selling commissions and stock transfer taxes applicable to
the sale of Registrable Securities.'' Thus, IFS believes that the
Registration Rights Agreement should be added to the agreements listed.
Therefore, that portion of the sentence should read: ``* * * (other
than those described in the Hourly and Salaried Trusts, the Independent
Fiduciary Agreements, the Hourly Settlements, the Salaried Settlement
Agreement, and the Registration Rights Agreement) * * *.''
In response to these comments, the Department has noted the
foregoing clarifications to the Summary.
Clarifications to the Conditions and Definitions of the Proposal
In addition to the Summary clarifications, IFS and/or FCI have
requested the following changes to the conditions and definitions of
the proposed exemption:
1. Section II(a). Section II(a) of the proposed exemption states
that each independent fiduciary ``will have sole responsibility
relating to the acquisition, holding, disposition, ongoing management,
and voting of the Stock.'' IFS believes the following sentence more
accurately reflects the fiduciary duties delegated to it under the
Hourly Independent Fiduciary Agreement: ``* * * will have sole
discretionary responsibility relating to the acquisition, holding,
disposition, ongoing management, and voting of the Stock.''
The Department acknowledges IFS's comment and has revised Section
II(a) of the final exemption, accordingly.
2. Section II(f). Section II(f) of the proposed exemption states
that the VEBAs have not incurred, or will not incur, any fees, costs,
or other charges ``as a result of any of the transactions described
herein,'' except for those charges identified in certain agreements.
IFS explains that the Registration Rights Agreement is not listed as
one of the agreements. However, under the Registration Rights
Agreement, IFS indicates that a selling party will be responsible for
``all underwriting fees, discounts, selling commissions and stock
transfer taxes applicable to the sale of Registrable Securities.''
Therefore, IFS suggests that Section II(f) be revised to read as
follows:
The VEBAs have incurred no fees, costs or other charges (other
than those described in the Hourly and Salaried Trusts, the
Independent Fiduciary Agreements, the Hourly Settlement Agreement,
the Salaried Settlement Agreement, and the Registration Rights
Agreement) as a result of any of the transactions described herein.
In response to this comment, the Department has revised Section
II(f) of the final exemption.
3. Section III(h). In the Definitions, Section III(h) of the
proposed exemption states that the Independent Fiduciary ``will not be
deemed to be independent of and unrelated to Kaiser if: (1) such
fiduciary directly or indirectly controls, is controlled by or is under
common control with Kaiser; (2) such fiduciary directly or indirectly
receives any compensation or other consideration in connection with any
transaction described in this proposed exemption* * *'' Due to the
ambiguity inherent in the word ``indirect'' in the context of the
Hourly VEBA's ownership of 44 percent of Kaiser, IFS believes
clarifying subparagraphs (1) and (2) with the qualifier ``other than
described herein,'' is necessary to resolve any uncertainties.
Therefore, IFS suggests that Section III(h) be revised to read as
follows:
``Independent Fiduciary'' means the Independent Fiduciary for
the Hourly VEBA (or the Hourly Independent Fiduciary) and the
Independent Fiduciary for the Salaried VEBA (or the Salaried
Independent Fiduciary). Such Independent Fiduciary is (1)
independent of and unrelated to Kaiser or its affiliates; and (2)
appointed to act on behalf of the VEBAs with respect to the
acquisition, holding, management, and disposition of the Shares. In
this regard, the fiduciary will not be deemed to be independent of
and unrelated to Kaiser if: (1) Such fiduciary directly or
indirectly controls, is controlled by or is under common control
with Kaiser, other than described herein; (2)
[[Page 70994]]
such fiduciary directly or indirectly receives any compensation or
other consideration in connection with any transaction described in
this exemption, other than described herein; * * *
In addition, IFS and FCI note that Section III(h) provides, in
subparagraph (3) that ``the annual gross revenue received by an
Independent Fiduciary during any year of its engagement with Kaiser,
may not exceed 1% of the Independent Fiduciary's annual gross revenue
from all sources in order for the fiduciary to be deemed
``independent.'' As a matter of policy, IFS and FCI believe the 1% cap
is a restriction that disadvantages relatively smaller independent
fiduciaries, and which, in turn, deprives employee benefit plans of the
opportunity to contract with otherwise qualified independent
fiduciaries. Alternatively, both IFS and FCI recommend that the
Department eliminate the 1% restriction and raise it to 5%, as has been
done in past exemptions granted by the Department.
In response to these comments, the Department has adopted the
recommendation suggested by IFS and FCI. In this regard, the Department
has modified subparagraph III(h)(3) by raising the gross revenue cap to
5% in the final exemption.
4. Sections III(k) and III(r). Section III(k) of the Definitions
lists certain parties who were signatories to the Registration Rights
Agreement. IFS points out that although the Pension Benefit Guaranty
Corporation (the PBGC) was not a signatory to this agreement, buyers of
200,000 or more pre-emergence Shares were signatories. Accordingly, IFS
suggests that Section III(k) be revised to read as follows:
The term ``Registration Rights Agreement'' refers to the
Registration Rights Agreement between Kaiser and National City Bank,
acknowledged by the Hourly Independent Fiduciary with respect to
management of the Stock held by the Hourly Trust.
Similarly, IFS explains that the PBGC was not a signatory to the
Stock Transfer Restriction Agreement, and it requests that the
Department revise Section III(r) to read as follows:
The term ``Stock Transfer Restriction Agreement'' means the
agreement between Kaiser and National City Bank, acknowledged by the
Hourly Independent Fiduciary with respect to management of the
Kaiser's Stock held by the Hourly Trust.
In response to these comments, the Department concurs with IFS and
has amended Sections III(k) and III(r) of the Definitions by deleting
the reference to the PBGC. The Department, however, notes that the
reference to the PBGC in these defined terms was included in the list
of definitions that was provided by Kaiser in the documents supporting
the exemption application.
For further information regarding the comments or other matters
discussed herein, interested persons are encouraged to obtain copies of
the exemption application file (Exemption Application No. L-11348) the
Department is maintaining in this case. The complete application file,
as well as all supplemental submissions received by the Department, are
made available for public inspection in the Public Disclosure Room of
the Employee Benefits Security Administration, Room N-1513, U.S.
Department of Labor, 200 Constitution Avenue, NW., Washington, DC
20210.
Accordingly, after giving full consideration to the entire record,
including the written comments received, the Department has decided to
grant the exemption.
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 does not relieve a fiduciary or other
party in interest from certain other provisions of the Act, 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.
(2) The exemption does not extend to transactions prohibited under
section 406(b)(3) of the Act.
(3) In accordance with section 408(a) of the Act, the Department
makes the following determinations:
(a) The exemption is administratively feasible;
(b) The exemption is in the interest of the plans and of their
participants and beneficiaries; and
(c) The exemption set forth herein is protective of the rights of
participants and beneficiaries of the plans.
(4) The exemption is supplemental to, and not in derogation of, any
other provisions of the Act, 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.
Exemption
Section I. Covered Transactions
The restrictions of sections 406(a)(1)(E), 406(a)(2), 406(b)(1),
406(b)(2), and 407(a) of the Act shall not apply, effective July 6,
2006, to: (1) The acquisition by the VEBA for Retirees of Kaiser
Aluminum (the Hourly VEBA) and by the Kaiser Aluminum Salaried Retirees
VEBA (the Salaried VEBA; together, the VEBAs) of certain publicly
traded common stock issued by Kaiser (the Stock or the Shares), through
an in-kind contribution to the VEBAs by Kaiser of such Stock, for the
purpose of prefunding VEBA welfare benefits; (2) the holding by the
VEBAs of such Stock acquired pursuant to the contributions; and (3) the
management of the Shares, including their voting and disposition, by an
independent fiduciary (the Independent Fiduciary) designated to
represent the interests of each VEBA with respect to the transactions.
Section II. Conditions
This exemption is conditioned upon adherence to the material facts
and representations described herein and upon satisfaction of the
following conditions:
(a) An Independent Fiduciary has been appointed to separately
represent each VEBA and its participants and beneficiaries for all
purposes related to the contributions for the duration of each VEBA's
holding of the Shares and will have sole discretionary responsibility
relating to the acquisition, holding, disposition, ongoing management,
and voting of the Stock. The Independent Fiduciary has determined or
will determine, before taking any actions regarding the Shares, that
each such action or transaction is in the interests of the VEBA it
represents.
(b) The Independent Fiduciary for the Hourly VEBA has discharged or
will discharge its duties consistent with the terms of the Hourly Trust
Agreement, the Stock Transfer Restriction Agreement, the Certificate of
Incorporation, the Registration Rights Agreement, the Hourly
Independent Fiduciary Agreement, and successors to these documents.
(c) The Independent Fiduciary for the Salaried VEBA has discharged
or will discharge its duties consistent with the terms of the Trust
Agreement between the Salaried Board of Trustees (the Salaried Board)
and the Salaried Trustee, the Certificate of Incorporation, the
Salaried Independent Fiduciary Agreement, and successors to these
documents.
[[Page 70995]]
(d) The Independent Fiduciaries have negotiated and approved or
will negotiate and approve on behalf of their respective VEBAs any
transactions between the VEBA and Kaiser involving the Shares that may
be necessary in connection with the subject transactions (including,
but not limited to, registration of the Shares contributed to the
Hourly Trust), as well as the ongoing management and voting of such
Shares.
(e) The Independent Fiduciary has authorized or will authorize the
Trustee of the respective VEBA to accept or dispose of the Shares only
after such Independent Fiduciary determines, at the time of each
transaction, that such transaction is feasible, in the interest of the
Hourly or Salaried VEBA, and protective of the participants and
beneficiaries of such VEBAs.
(f) The VEBAs have incurred or will incur no fees, costs or other
charges (other than those described in the Hourly and Salaried Trusts,
the Independent Fiduciary Agreements, the Hourly Settlements, the
Salaried Settlement Agreement, and the Registration Rights Agreement)
as a result of any of the transactions described herein.
(g) The terms of any transactions between the VEBAs and Kaiser have
been no less favorable or will be no less favorable to the VEBAs than
terms negotiated at arm's length under similar circumstances between
unrelated third parties.
(h) The Board of Trustees of the Hourly VEBA (the Hourly Board) and
the Board of Trustees of the Salaried Board have maintained or will
maintain for a period for six years from the date any Shares are
contributed to the VEBAs, any and all records necessary to enable the
persons described in paragraph (i) below to determine whether
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 the Hourly Board and the
Salaried Board, the records are lost or destroyed prior to the end of
the six-year period, and (2) no party in interest other than the Hourly
Board and the Salaried Board shall be subject to the civil penalty that
may be assessed under section 502(i) of the Act if the records are not
maintained, or are not available for examination as required by
paragraph (i) below.
(i)(1) Except as provided in section (2) of this paragraph and not
withstanding any provisions of subsections (a)(2) and (b) of section
504 of the Act, the records referred to in paragraph (h) above have
been or shall be unconditionally available at their customary location
during normal business hours by:
(A) Any duly authorized employee or representative of the
Department;
(B) The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union (the
USW) or any duly authorized representative of the USW, and other unions
or their duly authorized representatives, as to the Hourly VEBA only;
(C) The Salaried Board or any duly authorized representative of the
Salaried Board, as to the Salaried VEBA only;
(D) Kaiser or any duly authorized representative of Kaiser; and
(E) Any participant or beneficiary of the VEBAs, or any duly
authorized representative of such participant or beneficiary, as to the
VEBA in which such participant or beneficiary participates.
(2) None of the persons described above in subparagraph (1)(B),
(C), or (E) of this paragraph (i) has been or shall be authorized to
examine the trade secrets of Kaiser, or commercial or financial
information that is privileged or confidential.
Section III. Definitions
For purposes of this exemption, the term --
(a) ``Certificate of Incorporation'' means the certificate of
incorporation of Kaiser as amended and restated as of the Effective
Date of Kaiser's Plan of Reorganization.
(b) ``Effective Date'' means July 6, 2006, which is also the
effective date of Kaiser's Plan of Reorganization.
(c) ``Hourly Board'' means the Board of Trustees of the Hourly
VEBA.
(d) ``Hourly Independent Fiduciary Agreement'' means the agreement
between the Hourly Independent Fiduciary and the Hourly Board.
(e) ``Hourly Settlement Agreement'' means the modified collective
bargaining agreements with various unions in the form of an agreement
under Sections 1113 and 1114 of the United States Bankruptcy Code
between the USW and Kaiser.
(f) ``Hourly Trust'' means the trust established under the Trust
Agreement between the Hourly Board and the Hourly Trustee, effective
June 1, 2004.
(g) ``Hourly VEBA'' means ``The VEBA For Retirees of Kaiser
Aluminum'' and its associated voluntary employees' beneficiary
association trust.
(h) ``Independent Fiduciary'' means the Independent Fiduciary for
the Hourly VEBA (or the Hourly Independent Fiduciary) and the
Independent Fiduciary for the Salaried VEBA (or the Salaried
Independent Fiduciary). Such Independent Fiduciary is (1) independent
of and unrelated to Kaiser or its affiliates; and (2) appointed to act
on behalf of the VEBAs with respect to the acquisition, holding,
management, and disposition of the Shares. In this regard, the
fiduciary will not be deemed to be independent of and unrelated to
Kaiser if: (1) Such fiduciary directly or indirectly controls, is
controlled by or is under common control with Kaiser, other than
described herein; (2) such fiduciary directly or indirectly receives
any compensation or other consideration in connection with any
transaction described in this exemption, other than described herein,
for acting as an Independent Fiduciary in connection with the
transactions described herein, provided that the amount or payment of
such compensation is not contingent upon, or in any way affected by,
the Independent Fiduciary's ultimate decision, and (3) the annual gross
revenue received by the Independent Fiduciary, during any year of its
engagement, from Kaiser exceeds five percent (5%) of the Independent
Fiduciary's annual gross revenue from all sources (for federal income
tax purposes) for its prior tax year. Finally, the Hourly VEBA's
Independent Fiduciary is Independent Fiduciary Services, Inc. (IFS),
which has been appointed by the Hourly Board; and the Salaried VEBA's
Independent Fiduciary is Fiduciary Counselors Inc. (FCI), which has
been appointed by the Salaried Board.
(i) ``Independent Fiduciary Agreements'' means the Hourly
Independent Fiduciary Agreement and the Salaried Independent Fiduciary
Agreement.
(j) ``Kaiser'' means Kaiser Aluminum Corporation and its wholly
owned subsidiaries.
(k) ``Registration Rights Agreement'' refers to the Registration
Rights Agreement between Kaiser and National City Bank, acknowledged by
the Hourly Independent Fiduciary with respect to management of the
Stock held by the Hourly Trust.
(l) ``Salaried Board'' means the Board of Trustees of the Kaiser
Aluminum Salaried Retirees VEBA.
(m) ``Salaried Independent Fiduciary Agreement'' means the
agreement between the Salaried Independent Fiduciary and the Salaried
Board.
(n) ``Salaried Settlement Agreement'' means the settlement, in the
form of an agreement under Section 1114 of the Bankruptcy Code, between
Kaiser and a committee of five former executives of Kaiser appointed
pursuant to Section
[[Page 70996]]
1114 of the Bankruptcy Code as authorized representatives of current
and future salaried retirees.
(o) ``Salaried Trust'' means the trust established under the Trust
Agreement between the Salaried Board and the Salaried Trustee,
effective May 31, 2004.
(p) ``Salaried VEBA'' means the Kaiser Aluminum Salaried Retirees
VEBA and its associated voluntary employees' beneficiary association
trust.
(q) ``Shares'' or ``Stock'' refers to shares of common stock of
reorganized Kaiser, par value $.01 per share.
(r) ``Stock Transfer Restriction Agreement'' means the agreement
between Kaiser and National City Bank, acknowledged by the Hourly
Independent Fiduciary with respect to management of the Kaiser's Stock
held by the Hourly Trust.
(s) ``Trusts'' means the Salaried Trust and the Hourly Trust.
(t) ``USW'' means the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union.
(u) ``VEBA'' means a voluntary employees' beneficiary association.
(v) ``VEBAs'' refers to the Hourly VEBA and Salaried VEBA.
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 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.
Signed at Washington, DC, this 4th day of January 2006.
Ivan L. Strasfeld,
Director of Exemption Determinations, Employee Benefits Security
Administration, U.S. Department of Labor.
[FR Doc. E6-20729 Filed 12-6-06; 8:45 am]
BILLING CODE 4510-29-P