[Federal Register Volume 64, Number 170 (Thursday, September 2, 1999)]
[Notices]
[Pages 48213-48217]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-22839]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-23979; File No. 812-11682]


The American Franklin Life Insurance Company, et al.

August 26, 1999.
AGENCY: Securities and Exchange Commission (the ``Commission'' or 
``SEC'').

ACTION: Notice of application for an order pursuant to Section 26(b) of 
the Investment Company Act of 1940 (the ``1940 Act'') approving certain 
substitutions of securities.

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Summary of Application

    Applicants request an order to permit a certain registered unit 
investment trust to substitute shares of EQ Advisors Trust, a 
registered open-end investment company, for shares of The Hudson River 
Trust, another registered open-end investment company, currently held 
by the unit investment trust.

Applicants

    The American Franklin Life Insurance Company and Separate Account 
VUL of The American Franklin Life Insurance Company (collectively the 
``Applicants'').

Filing Date

    The application was filed on July 1, 1999, and amended and 
restarted on August 13, 1999.

Hearing or Notification of Hearing

    An order granting the application will be issued unless the 
Commission orders a hearing. Interested persons may request a hearing 
by writing to the Secretary of the Commission and serving Applicants 
with a copy of the request, personally or by mail. Hearing requests 
should be received by the Commission by 5:30 p.m. on September 20, 
1999, and should be accompanied by proof of service on Applicants, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW., Washington DC 20549-0609. Applicants: The American 
Franklin Life Insurance Company, #1 Franklin Square, Springfield, 
Illinois 62713, Attn: Elizabeth E. Arthur, Esq.

FOR FURTHER INFORMATION CONTACT:

[[Page 48214]]

Kevin P. McEnery, Senior Counsel, or Susan M. Olson, Branch Chief, 
Office of Insurance Products, Division of Investment Management, at 
(202) 942-0670.

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application is available for a fee from the 
SEC's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 
20549-0102 (tel. (202) 942-8090).

Applicant's Representations

    1. The American Franklin Life Insurance Company (``American 
Franklin'') is an Illinois stock life, accident and health insurance 
company. American Franklin is the depositor for Separate Account VUL of 
The American Franklin Life Insurance Company (``American Franklin 
Account'').
    2. American Franklin is an indirect wholly-owned subsidiary of 
American General Corporation (``American General''), a publicly-traded 
corporation. American General's operating subsidiaries provide 
retirement services, consumer loans, and life insurance.
    3. The American Franklin Account is a segregated asset account of 
American Franklin, is registered with the Commission under the 1940 Act 
as a unit investment trust, and meets the definition of a separate 
account under Section 2(a)(37) of the 1940 Act. The American Franklin 
Account funds the variable benefits under certain variable life 
insurance policies issued by American Franklin (the ``Policies''). The 
Policies are individual flexible premium variable life insurance 
policies. American Franklin no longer offers the Policies through the 
American Franklin Account, but the Policies that it issued are still 
outstanding.\1\
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    \1\ Applicants represent that, in reliance on the relief in 
Great-West Life Insurance Company (pub. avail. Oct. 23, 
1990)(``Great-West''), they provide certain information to Policy 
owners about the Policies, American Franklin, and the underlying 
fund in lieu of filing post-effective amendments to the registration 
statement relating to those Policies or delivering updated 
prospectuses to those Policies owners.
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    4. The Hudson River Trust (``HRT'') is organized as a Massachusetts 
business trust. It is registered as an open-end management investment 
company under the 1940 Act, and its shares are registered under the 
Securities Act of 1933 (the ``1933 Act'') on Form N-1A. HRT is a series 
investment company, as defined by Rule 18f-2 under the 1940 Act, and 
currently offers shares of 14 separate portfolios, six of which 
(``Current Funds'') would be involved in the proposed substitutions. 
HRT sells shares to the American Franklin Account to serve as an 
investment medium for the Policies.\2\ Sales of HRT shares to the 
American Franklin Account currently account for less than 1% of HRT's 
total assets. HRT currently offers two classes of shares, Class IA and 
Class IB shares, which differ only in that Class IB shares are subject 
to a distribution plan adopted and administered pursuant to Rule 12b-1 
under the 1940 Act. The American Franklin Account holds only Class IA 
shares. Each Current Fund is advised by Alliance Capital Management 
L.P. (``Alliance''), an investment adviser registered under the 
Investment Advisers Act of 1940, as amended (``Advisers Act'').
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    \2\ An exemptive order was issued by the Commission granting 
exemptions from the 1940 Act to permit shares of HRT to be offered 
to separate accounts of affiliated and unaffiliated insurance 
companies that offer either variable life insurance policies or 
variable annuity contracts. See Equitable Variable Life Insurance 
Company. Investment Company Act Rel. Nos. 14899 (Jan. 14, 1986) 
(order) and 14860 (Dec. 18, 1985) (notice). An exemptive order also 
was issued by the Commission granting exemptions from the 1940 Act 
to permit shares of EQ Advisors Trust to be offered to separate 
accounts of affiliated and unaffiliated insurance companies that 
offer either variable life insurance policies or annuity contracts 
(``EQAT Shared Funding Order''). See EQ Advisors Trust, Investment 
Company Act Rel. Nos. 22651 (April 30, 1997) (order) and 22602 
(April 4, 1997) (notice).
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    5. EQ Advisors Trust (``EQAT'') is organized as a Delaware business 
trust. It is registered as an open-end management investment company 
under the 1940 Act, and its shares are registered under the 1933 Act on 
Form N-1A. EQAT is a series investment company, as defined by Rule 18f-
2 under the 1940 Act, and currently offers 25 separate portfolios of 
shares. EQAT currently sells shares to certain registered and 
unregistered separate accounts (``Equitable Separate Accounts'') used 
as the underlying investment options for certain variable annuity 
contracts and/or variable life insurance policies issued by The 
Equitable Life Assurance Society of the United States (``Equitable''). 
EQAT currently offers two classes of shares, Class IA and IB shares, 
which differ only in that Class IB shares are subject to a distribution 
plan adopted and administered pursuant to Rule 12b-1 under the 1940 
Act. EQ Financial Consultants, Inc. (``EQ Financial''), an indirect 
wholly-owned subsidiary of Equitable, serves as investment manager of 
each of the current 25 portfolios of EQAT under an investment 
management agreement with EQAT.\3\ EQ Financial is an investment 
adviser registered under the Advisers Act and a broker-dealer 
registered under the Securities Exchange Act of 1934, as amended. 
Pursuant to the investment management agreement, the investment manager 
(``Manager'') is responsible for the general management and 
administration of EQAT, including selecting the investment advisers for 
each of EQAT's portfolios (``Advisers''), monitoring their investment 
programs and results, reviewing brokerage matters, overseeing 
compliance issues, and carrying out the directives of the Board of 
Trustees. EQAT has received an exemptive order from the Commission 
(``Multi-Manager Order'') that permits EQ Financial, or any entity 
controlling, controlled by, or under common control (within the meaning 
of Section 2(a)(9) of the 1940 Act) with EQ Financial, subject to 
certain conditions, including approval of the Board of Trustees of 
EQAT, and without the approval of shareholders, to: (a) Employ a new 
Adviser or Advisers for any portfolio pursuant to the terms of a new 
Investment Advisory Agreement, in each case either as a replacement for 
an existing Adviser or as an additional Adviser; (b) change the terms 
of any Investment Advisory Agreement; and (c) continue the employment 
of an existing Adviser on the same contract terms where a contract has 
been assigned because of a change of control of the Adviser.\4\ In such 
circumstances, Contract owners and owners of Policies would receive 
notice of any such action, including information concerning any new 
Adviser, that normally is provided in proxy materials.
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    \3\ During 1999, EQ Financial plans to change its name to AXA 
Advisors, Inc. On July 12, 1999, the Board of Trustees of EQAT 
approved a transfer of the Investment Management Agreement to 
Equitable. That transfer of the Investment Management Agreement is 
expected to occur prior to October 1, 1999.
    \4\ See EQ Advisors Trust and EQ Financial Consultants, Inc., 
Investment Company Act Rel. Nos. 23128 (April 24, 1998) (order) and 
23093 (March 30, 1998) (notice). Before a New Fund may rely on the 
Multi-Manager Order, the operation of that New Fund as a multi-
manager fund, as described in the application for the Multi-Manager 
Order, will be approved, following the substitutions proposed in the 
application, by a majority of that New Fund's outstanding voting 
securities in a manner consistent with the EQAT Shared Funding 
Order.
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    6. EQAT has filed a post-effective amendment to its registration 
statement on Form N-1A in order to register 14 new portfolios for which 
Alliance will provide the day-to-day advisory services (``Alliance 
Funds''), including the six portfolios (``New Funds'') that American 
Franklin proposes to substitute for the Current Funds. EQAT intends to 
sell shares of the New Funds to the Equitable Separate Accounts, as 
well as to the American Franklin Account.

[[Page 48215]]

    7. The Policies expressly reserve to the Applicants the right, 
subject to compliance with applicable law, to change or add investment 
companies and add or remove investment divisions. The prospectuses 
describing the Policies contain appropriate disclosure of this right of 
substitution.
    8. Applicants represent that they are not affiliates of HRT, EQAT 
or Equitable.
    9. The Applicants propose to substitute Class IA shares issued by 
the six New Funds for the Class IA shares issued by the six Current 
Funds. Equitable and each Equitable Separate Account that is registered 
under the 1940 Act and that currently invests in HRT (collectively, the 
``Equitable Accounts'') have filed an application with the Commission 
(``Equitable Application'') requesting, inter alia, an order pursuant 
to Section 26(b) of the 1940 Act, approving the substitution of 
securities issued by the Alliance Funds for the securities issued by 
the 14 portfolios of HRT and currently used as the investment options 
for the contracts issued by Equitable through the Equitable 
Accounts.\5\ If approved, Equitable will redeem more than 99% of HRT's 
assets, and more than 99% of the assets of the Current Funds, in 
connection with those substitutions. Applicants state that it is their 
belief that it is reasonable to conclude that, following the proposed 
substitutions by Equitable: (i) The expense level of the Current Funds 
will increase dramatically as a percentage of net assets due to the 
smaller asset base, which is highly unlikely to increase; (ii) the 
Current Funds will be more difficult to manage in conformity with the 
applicable diversification regulations under the Internal Revenue Code 
of 1986, as amended (``Code''); and (iii) the asset levels of the 
Current Funds will be small enough to raise concern as to whether the 
Current Funds will remain viable investment options. By contrast, none 
of these concerns will be associated with investments in EQAT. It is 
anticipated that if the Equitable Application is approved, all of the 
net assets of the Equitable Accounts attributable to the Current Funds 
will be transferred to the New Funds. Applicants submit that, under 
these circumstances, the substitution of the New Funds for the Current 
Funds is in the best interest of Policy owners.
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    \5\ File No. 812-11602 (filed Apr. 30, 1999).
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    10. The Applicants represent that the Manager of the 25 current 
portfolios of EQAT will also serve as Manager of the New Funds and that 
the Alliance will serve as the portfolio manager to each of the New 
Funds, just as it serves as portfolio manager to each of the Current 
Funds. The Applicants also state that each of the New Funds will have 
investment objectives, investment strategies and anticipated risks that 
are identical in all material respects to those of the corresponding 
Current Fund. The investment objectives of the Current fund and the 
corresponding New Fund are as follows:

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         Current fund                Investment objective           New fund           Investment objective
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Alliance Aggressive Stock....  Seeks to achieve long-term       Alliance          Seeks to achieve long-term
                                growth of capital.               Aggressive        growth of capital
                                                                 Stock.
Alliance Balanced............  Seeks to achieve a high return   Alliance          Seeks to achieve a high return
                                through both appreciation of     Balanced.         through both appreciation of
                                capital and current income.                        capital and current income
Alliance Common Stock........  Seeks long-term growth of its    Alliance Common   Seeks long-term growth of its
                                capital and increase in income.  Stock.            capital and increase in
                                                                                   income
Alliance Global..............  Seeks long-term growth of        Alliance Global.  Seeks long-term growth of
                                capital.                                           capital
Alliance High Yield..........  Seeks to achieve a high return   Alliance High     Seeks to achieve a high return
                                by maximizing current income     Yield.            by maximizing current income
                                and, to the extent consistent                      and, to the extent consistent
                                with that objective, capital                       with that objective, capital
                                appreciation.                                      appreciation
Alliance Money Market........  Seeks to obtain a high level of  Alliance Money    Seeks to obtain a high level
                                current income, preserve its     Market.           of current income, preserve
                                assets and maintain liquidity.                     its assets and maintain
                                                                                   liquidity
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    11. The Applicants state that it is expected that: (i) The 
management fees (i.e., the total management fees and investment 
advisory fees paid to the Manager and the Adviser) with respect to each 
New Fund will be the same as the management fees currently applicable 
to the corresponding Current Funds; and (ii) there may be a slight 
increase in the total expense ratios of each of the New Funds as 
compared to those of the Current Funds. The Applicants also represent 
that the chart below shows: (i) The management fees and total expenses 
for Class IA shares of each of the Current Funds for the year ending 
December 31, 1998; and (ii) the estimated management fees and total 
expenses of Class IA shares of each of the New Funds following the 
proposed substitutions. Estimated management fees and total expenses of 
Class IA shares of each of the New Funds are based on pro forma 
expenses of the New Funds following the proposed substitutions and are 
based upon the audited financial statements of HRT for the year ending 
December 31, 1998.

                                          Year Ending December 31, 1998
                                                   [Pro Forma]
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                                                                                  Management and
                                 Advisory fees       Total                         advisory fees       Total
                                (as percentage   expenses  (as                    (as percentage   expenses  (as
     Current fund class IA        of  average   percentage  of   New fund class      of average   percentage  of
                                  daily  net    average  daily         IA            daily net    average  daily
                                    assets)       net assets)                         assets)       net assets)
                                   (percent)       (percent)                         (percent)       (percent)
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Alliance aggressive stock.....            0.54            0.56  Alliance                    0.54            0.57
                                                                 aggressive
                                                                 stock.

[[Page 48216]]

 
Alliance balanced.............            0.41            0.45  Alliance                    0.41            0.46
                                                                 balanced.
Alliance common stock.........            0.36            0.39  Alliance common             0.36            0.40
                                                                 stock.
Alliance global...............            0.64            0.71  Alliance global.            0.64            0.72
Alliance high yield...........            0.60            0.63  Alliance high               0.60            0.64
                                                                 yield.
Alliance money market.........            0.35            0.37  Alliance money              0.35            0.38
                                                                 market.
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    12. The Applicants state that they provided Policy owners with 
detailed notice disclosing the proposed substitutions (the ``First 
Notice'') shortly after the application was initially filed. The 
Applicants state that, upon effectiveness of the post-effective 
amendment to the registration statement of EQAT with respect to the New 
Funds and publications of notice by the Commission with respect to the 
application, they will send the Policy owners further detailed notice 
concerning the proposed substitutions (the ``Second Notice''). The 
Second Notice will state the anticipated date of the Substitution, 
describe each of the New Funds, identify each Current Fund that is 
being replaced, and disclose the impact of the substitutions on fees 
and expenses at the underlying fund level. The Applicants state that 
copies of the prospectuses for the New Funds will be sent to Policy 
owners with the Second Notice. Confirmation of the substitutions will 
be mailed to affected Policy owners within five days after the 
substitutions are effected.
    13. The Applicants state that the substitutions will be effected by 
redeeming shares of the Current Funds on the effective date of the 
substitutions proposed in the application and proposed in the Equitable 
Application (``Substitution Date'') at net asset value and using the 
proceeds to purchase shares of the New Funds at net asset value on the 
same date. No transfer or similar charges will be imposed by the 
Applicants and, on the Substitution Date, all Policy values will remain 
unchanged and fully invested. The Applicants expect that the 
substitutions will be effected by redeeming the shares of each Current 
Fund in-kind. Those assets will then be contributed in-kind to the 
corresponding New Fund to purchase shares of that New Fund. Redemptions 
and contributions in-kind will reduce the brokerage costs that 
otherwise would be incurred in connection with the proposed 
substitutions and will ensure that Policy values remain fully invested. 
In-kind redemptions and contributions will be done in a manner 
consistent with the investment objectives, policies and diversification 
requirements of each corresponding New Fund. All assets subject to in-
kind redemption and purchase will be valued based on the normal 
valuation procedures of the redeeming and purchasing Funds, as set 
forth in the HRT and EQAT registration statements.
    14. The significant terms of the substitutions described above 
include:
    a. The New Funds have investment objectives, investment strategies, 
and anticipated risks that are identical in all material respects to 
those of the Current Funds. In this regard, the Applicants note that 
the New Funds will continue to employ the same portfolio managers 
currently employed by the Current Funds and are intended to mirror the 
investment options provided by the Current Funds.
    b. The fees and expenses of the New Funds will in all cases be 
substantially similar to those of the Current Funds, assuming that the 
asset levels of the New Funds do not decrease significantly from the 
Current Funds' present asset levels. Again, the Applicants note in this 
regard that given the substantial similarity of the Current Funds and 
the New Funds, Applicants do not expect there to be a reduction in the 
asset levels of the New Funds as a result of the substitutions.
    c. Policy owners may transfer assets from one variable investment 
division to another variable investment division available under their 
Policy without the imposition of any fee, charge, or other penalty that 
might otherwise be imposed from the date of the First Notice through a 
date at least thirty days following the Substitution Date.
    d. The substitutions, in all cases, will be effected at the net 
asset value of the respective shares of the Current Fund and the 
corresponding New Fund in conformity with Section 22(c) of the 1940 Act 
and rule 22c-1 thereunder, without the imposition of any transfer or 
similar charge by the Applicants, and with no change in the amount of 
any Policy owner's Policy value or in the dollar value of his or her 
investment in such Policy.
    e. Policy owners will not incur any fees or charges as a result of 
the proposed substitutions, nor will their rights or American 
Franklin's obligations under the Policies be altered in any way. 
Equitable will bear all expenses incurred in connection with the 
proposed substitutions and related filings and notices, including 
legal, accounting and other fees and expenses. The proposed 
substitutions will not cause the Policy fees and charges currently 
being paid by existing Policy owners to be greater after the proposed 
substitutions than before the proposed substitutions.
    f. Redemptions in-kind and contributions in-kind will be done in a 
manner consistent with the investment objectives, policies and 
diversification requirements of the applicable Current and New Funds. 
Consistent with Rule 17a-7(d) under the 1940 Act, no brokerage 
commissions, fees (except customary transfer fees) or other 
remuneration will be paid in connection with the in-kind transactions.
    g. The substitutions will not be counted as new investment 
selections in determining the limit, if any, on the total number of 
funds that policy owners can select during the life of a Policy.
    h. The substitutions will not alter in any way the tax benefits, 
life insurance and other policy benefits, or any Policy obligations of 
the Applicants, under the Policies.
    i. Policy owners may withdraw amounts under the Policies or 
terminate their interest in a Policy, under the

[[Page 48217]]

conditions that currently exist, including payment of any applicable 
withdrawal or surrender charge.
    j. Policy owners affected by the substitutions will be sent written 
confirmation of the substitutions that identify each substitution made 
on behalf of that Policy owner within five days following the 
Substitution Date.
    k. Before a New Fund may rely on the Multi-Manager Order, the 
operation of that New Fund as a multi-manager fund as described in the 
application for the Multi-Manager Order will be approved, following the 
substitutions proposed in the application and the substitutions 
proposed in the Equitable Application, by a majority of that New Fund's 
outstanding voting securities in a manner consistent with the EQAT 
Shared Funding Order.
    15. The Applicants state that they will not complete the 
substitutions as described in the application unless all of the 
following conditions are met:
    a. The Commission will have issued an order approving the 
substitutions under Section 26(b) of the 1940 Act.
    b. The Commission will have issued an order approving the Equitable 
Application.
    c. The amendments to the registration statement for EQAT adding the 
New Funds shall have become effective.
    d. Each Policy owner will have been mailed the First Notice, and, 
at least thirty days prior to the Substitution Date, the Second Notice 
and effective prospectuses for the New Funds.
    e. The Applicants will have satisfied themselves, based on advice 
of counsel familiar with insurance laws, that the Policies allow the 
substitution of portfolios as described in the application, and that 
the transactions can be consummated as described herein under 
applicable insurance laws and under the Policies.
    f. The Applicants will have complied with any regulatory 
requirements they believe are necessary to complete the transactions in 
each jurisdiction where the Policies have been qualified for sale.

Applicants' Legal Analysis

    1. Section 26(b) of the 1940 Act provides that it shall be unlawful 
for any depositor or trustee of a registered unit investment trust 
holding the security of a single issuer to substitute another security 
for such security unless the Commission shall have approved such 
substitution. Section 26(b) further provides that the Commission shall 
issue an order approving such substitution if the evidence establishes 
that it is consistent with the protection of investors and the purposes 
fairly intended by the policies and provisions of the 1940 Act.
    2. The Applicants submit that the Policies expressly reserve to the 
Applicants the right, subject to compliance with applicable law, to 
change or add investment companies and add or remove investment 
divisions, and that appropriate disclosure of this right of 
substitution is contained in the prospectuses describing the Policies. 
The Applicants assert that they have reserved this right of 
substitution both to protect themselves and the Policy owners in 
situations where either might be harmed by events affecting the issuer 
of the securities held by the American Franklin Account and to preserve 
the opportunity to replace such shares in situations where a 
substitution could benefit itself and its Policy owners.
    3. The Applicants maintain that the proposed substitutions protect 
the Policy owners who have allocated Policy value to the Current Funds 
by: (1) Providing an underlying investment option that is essentially 
identical in all material aspects to the current investment option; and 
(2) eliminating Current Funds that will not be viable due to the low 
level of assets following the proposed substitutions by Equitable.
    4. The Applicants further submit that the proposed substitutions 
meet the standards that the Commission and its staff generally have 
applied to other substitutions that have been approved. In addition, 
the Applicants contend that none of the proposed substitutions is the 
type of substitution that Section 26(b) was designed to prevent. Unlike 
traditional unit investment trusts, the Policies provide each Policy 
owner with the right to exercise his own judgment and transfer Policy 
values into any other available variable and/or fixed investment 
options. Additionally, Applicants state that the proposed substitutions 
will not, in any manner, reduce the number, nature or quality of the 
available investment options. The Applicants assert that the Policy 
owners will be offered the opportunity to transfer amounts out of the 
affected subaccounts without any cost or penalty that may otherwise 
have been imposed until thirty days after the Substitution Date. For 
these reasons, the Applicants maintain that the proposed substitutions 
will not result in the type of costly forced redemption that Section 
26(b) was designed to prevent.
    5. The Applicants further submit that the proposed substitutions 
also are unlike the type of substitution that Section 26(b) was 
designed to prevent in that by purchasing a Policy, Policy owners 
select much more than a particular underlying fund in which to invest 
their Policy values. The Policy owners also select the specific type of 
insurance coverage offered by the Applicants under the applicable 
Policy, as well as numerous other rights and privileges set forth in 
the Policy. The Applicants state that, in choosing to buy a Policy from 
American Franklin, the Policy owner also may have considered American 
Franklin's size, financial condition, and reputation for service, and 
that none of those considerations and factors will change as a result 
of the proposed substitutions.
    6. The Applicants submit that, for all reasons stated above, the 
proposed substitutions are consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
1940 Act.

Conclusion

    Applicants assert that, for the reasons summarized above, the 
requested order approving the substitutions should be granted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-22839 Filed 9-1-99; 8:45 am]
BILLING CODE 8010-01-M