Reed Smith LLP
Riverfront Plaza - West Tower
901 East Byrd Street, Suite 1700
Richmond, VA 23219-4068
Tel +1 804 344 3400
Fax +1 804 344 3410
1301 K Street, N.W.
Suite 1000 - East Tower
Washington, D.C. 20005-3373
W. THOMAS CONNER Tel +1 202 414 9200
Direct Phone: +1 202 414 9208 Fax +1 202 414 9299
Email: tconner@reedsmith.com
reedsmith.com
March 31, 2016
BY ELECTRONIC MAIL AND EDGAR CORRESPONDENCE
Kathryn Sabo
Attorney-Adviser
Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
RE: METLIFE INSURANCE COMPANY USA:
METLIFE INVESTORS USA SEPARATE ACCOUNT A
SERIES VA-4 (OFFERED ON AND AFTER _______, 2016)
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4
FILE NOS. 811-03365 AND 333-209054
FIRST METLIFE INVESTORS INSURANCE COMPANY:
FIRST METLIFE INVESTORS VARIABLE ANNUITY ACCOUNT ONE
CLASS VA-4 (OFFERED ON AND AFTER ________, 2016)
INITIAL REGISTRATION STATEMENT FILED ON FORM N-4
FILE NOS. 811-08306 AND 333-209057
Dear Ms. Sabo:
On behalf of MetLife Insurance Company USA ("MetLife USA") and First
MetLife Investors Insurance Company ("FMLI," and together with MetLife USA, the
"Companies") and their respective separate accounts, MetLife Investors USA
Separate Account A and First MetLife Investors Variable Annuity Account One
(each, a "Registrant" and collectively, the "Registrants"), we are responding
to the comments you have provided to us by correspondence dated March 18, 2016
with regard to:
. The initial registration statement on Form N-4 for the Series VA-4
(offered on and after ________, 2016) variable annuity contract to be
issued by MetLife USA (the "National VA"), which was filed by MetLife
USA and MetLife Investors USA Separate Account A with the Securities
and Exchange Commission (the "Commission") on January 20, 2016 (File
Nos. 811-03365 and 333-209054); and
ABU DHABI . ATHENS . BEIJING . CENTURY CITY . CHICAGO . DUBAI . FRANKFURT .
HONG KONG . HOUSTON . KAZAKHSTAN . LONDON . LOS ANGELES . MUNICH . NEW YORK .
PARIS PHILADELPHIA . PITTSBURGH . PRINCETON . RICHMOND . SAN FRANCISCO .
SHANGHAI . SILICON VALLEY . SINGAPORE . TYSONS . WASHINGTON, D.C. . WILMINGTON
US_ACTIVE-126189988.7
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 2
. The initial registration statement on Form N-4 for the Class VA-4
(offered on and after ________, 2016) variable annuity contract to be
issued by FMLI (the "NY VA"), which was filed by FMLI and First
MetLife Investors Variable Annuity Account One with the Commission on
January 20, 2016 (File Nos. 811-08306 and 333-209057).
For ease of reference, each of the comments of the staff of the Commission
(the "Staff") is set forth below, followed by the Companies' response. Unless
noted otherwise, page references in the responses are to the pages in the
courtesy copy of the prospectus for the National VA which was provided to the
Staff. Further, we understand that each comment of the Staff applies to the
respective registration statements for the National VA and the NY VA, unless
stated otherwise. Accordingly, the Companies' responses to each of the Staff's
comments below apply to, and describe revisions made in, each registration
statement for the National VA and the NY VA, unless stated otherwise.
GENERAL
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1. Please confirm that the date of the prospectus will be the same as or
about the date of effectiveness.
RESPONSE: We confirm that the date of the prospectus will be revised to be
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the same as or about the date of effectiveness.
2. Please confirm that the EDGAR series/class identifiers will be revised
appropriately prior to effectiveness of the registration statement to reflect
the contract name disclosed on the cover page of the prospectus.
RESPONSE: We confirm that prior to the effectiveness of each registration
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statement, the EDGAR series/class identifiers will be revised as appropriate to
reflect the full name of the applicable contract.
3. Please clarify supplementally whether there are any types of guarantees or
support agreements with third parties to support any of the Company's
guarantees under the Contract or whether the Company will be solely responsible
for payment of Contract benefits.
RESPONSE: MetLife USA does not have any type of guarantee or support
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agreement with a third party to support any of the contract features or
benefits under the National VA or any of its related riders. MetLife USA will
be solely responsible for paying out the benefits or features associated with
the National VA.
As disclosed in the Statement of Additional Information ("SAI") included
in the FMLI registration statement for the NY VA, FMLI has entered into a Net
Worth Maintenance Agreement with its direct parent, MetLife, Inc. ("Metlife"),
pursuant to which MetLife has agreed, without limitation or amount, to cause
FMLI to have certain minimum capital and surplus levels and liquidity necessary
to enable it to meet its current obligations on a timely basis.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 3
4. Please update all blanks and bracketed language as appropriate.
RESPONSE: We confirm that all blanks and bracketed information will be
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updated by pre-effective amendments to the registration statements.
PROSPECTUS
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5. COVER PAGE (VA):
a. When "AB Global Dynamic Allocation Portfolio" is referenced, consider
adding a parenthetical: (formerly AllianceBernstein Global Dynamic
Allocation Portfolio). See also p. 20, 26, A-1
RESPONSE: We respectfully note that the name change from
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"AllianceBernstein Global Dynamic Allocation Portfolio" to "AB Global Dynamic
Allocation Portfolio" became effective last year in May 2015. The Companies and
their affiliates who issue variable insurance contracts customarily annotate
the names of the Investment Portfolios offered with their contracts to advise
of name changes only during the year in which the name change became effective.
Consequently, the parenthetical "(formerly AllianceBernstein Global Dynamic
Allocation Portfolio)" was added wherever "AB Global Dynamic Allocation
Portfolio" was referenced in the May 1, 2015 prospectuses for the variable
insurance contracts which were then available. Moreover, the most recent
supplement for the fund prospectus for this Investment Portfolio, which was
filed on August 20, 2015, refers to the Investment Portfolio as the "AB Global
Dynamic Allocation Portfolio," without the parenthetical, and it is expected
that the May 1, 2016 prospectus of the Investment Portfolio would do so as
well. Because the prospectuses for the National VA and the NY VA only will be
used for sales to new investors, who would not have known this Investment
Portfolio by its previous name, we do not believe it would be helpful for the
prospectuses for the National VA and the NY VA to include a parenthetical
advising of the name change.
b. When "MetLife Small Cap Value Portfolio" is referenced, consider
adding a parenthetical: (formerly Third Avenue Small Cap Value Portfolio).
See also p. 26, A-2
RESPONSE: We respectfully refer you to our response above for Comment
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5.a., MUTATIS MUTANDIS.
6. NON-NATURAL PERSONS AS OWNERS (P. 8):
Please confirm that it is appropriate to retain the disclosure in VA without
the revisions made in NY VA (p. 8).
RESPONSE: We have reviewed the referenced disclosure in the NY VA
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prospectus and determined that this disclosure should be identical to the
corresponding disclosure in the National VA. We will incorporate conforming
revisions in a subsequent pre-effective amendment to the registration statement
for the NY VA.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 4
7. INVESTMENT PORTFOLIO FEES AND EXPENSES (NY VA, P. 14):
Please revise the disclosure to clarify that the examples will extend for at
least one year from the date of the portfolio's May 1, 2016 prospectus.
RESPONSE: We assume the reference to "examples" is actually to the fee
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waiver and expense reimbursement arrangements. If not, please clarify. With
respect to the requested revisions, pursuant to conversations with Mr. William
Kotapish and Ms. Joyce Pickholz of the Staff, the paragraph following the table
has been revised as follows:
The information shown in the table above was provided by the
Investment Portfolios. Certain Investment Portfolios and their
investment adviser have entered into expense reimbursement and/or fee
waiver arrangements that will continue from May 1, 2016 through
April 30, 2017. These arrangements can be terminated with respect to
an Investment Portfolio only with the approval of the board of
directors or trustees of that Investment Portfolio. Please see the
Investment Portfolios' prospectuses for additional information
regarding these arrangements.
8. INVESTMENT PORTFOLIO FEES AND EXPENSES (P. 16)
a. Please delete the first sentence as MetLife USA is in a position to
verify the information received from affiliate funds.
RESPONSE: Please see our response to Comment 7.
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b. Please delete the third sentence as it is not included in the portfolio
disclosure, as filed on Form N-1A.
RESPONSE: Please see our response to Comment 7.
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9. EXAMPLES (P. 17)
In the introductory paragraph, please change the terms "Contract Owner
Transaction Expenses" and "Contract Fees" to "Owner Transaction Expenses" and
"Account Fee," respectively to accurately reflect the terms that are used in
the fee tables.
RESPONSE: We have made the requested changes and related conforming
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changes in each registration statement.
10. ALLOCATION OF PURCHASE PAYMENTS (P. 21)
In the paragraph beginning with, "Once we receive your Purchase Payment . . .",
the last sentence states, ". . . we will either send back your money or get
your permission to keep it until we get all of the necessary information."
Please disclose where you would "keep" the money during that time.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 5
RESPONSE: We are not aware of any requirement in Form N-4 or Rule 22c-1(c)
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that requires disclosure of what type of facility the suspended premium will be
retained in, and since the contract will not have been issued yet in such
situations, there are no contractual provisions that would govern.
11. REBALANCING (P. 28)
The disclosure indicates that "if a quarterly rebalancing date occurs on the
29th, 30th or 31st of a month, we will instead rebalance on the first day of
the following month." Please disclose whether rebalancing would occur on the
first day of the following month if a quarterly rebalancing date occurred on
the 28th of February. [See also Standard Dollar Cost Averaging (DCA) (p. 37)]
RESPONSE: We believe the existing disclosure is sufficient because it
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accurately describes the procedure for determining the quarterly rebalancing
date, or the transfer date under the DCA or EDCA. As stated in the
prospectuses, a quarterly rebalancing date or a transfer date may not occur on
the 29th, 30th or 31st day of any month. This administrative procedure was
adopted to ensure that rebalancing can be set to occur on any possible date of
every month. Because each month will have at least 28 calendar days, we believe
this disclosure, in literal terms, is true and accurate and need not be
modified.
12. INVESTMENT OPTIONS (P. 30-31)
Please add "before investing" after the phrase "YOU SHOULD READ THE
PROSPECTUSES FOR THESE FUNDS CAREFULLY." [See Item 5(d)]
RESPONSE: We have made the requested change in each registration statement.
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13. ENHANCED DOLLAR COST AVERAGING (EDCA) PROGRAM (NY VA, P. 31-32)
Please explain the changes made to the paragraph beginning with: "If you decide
you no longer want to participate in the EDCA program, or if we receive
notification of your death . . ." as they apply to contracts issued previously
under another registration statement.
RESPONSE: We acknowledge that the marked language on pages 31 to 32 of the
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prospectus for the NY VA is not applicable to the NY VA and have deleted it
from the prospectus for the NY VA.
14. GUARANTEED WITHDRAWAL BENEFIT - RIDER CHARGE (NY VA, P. 33-34)
Please confirm supplementally that a pro rata portion of the rider charge will
not be assessed if "you assign your contract." Compare to p. 41 of VA.
RESPONSE: We respectfully note that the requested change would not apply
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to the NY VA. The cited disclosure relates to assessment of a pro rata rider
charge upon rider termination. In New York, the GWB v1 rider does not terminate
upon an assignment.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 6
15. TRANSFERS (P. 34)
In the second bullet point under the paragraph beginning "For transfers during
the Accumulation Phase . . . . ," please indicate when you will provide notice
of any such maximum allocation limit.
RESPONSE: Due to variables in the facts and circumstances that could lead
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to the imposition of a maximum allocation limit for the Fixed Account, the
Companies are unable to specify in the prospectuses the amount of notice that
would be given in the event they were to impose a maximum allocation limit for
the Fixed Account. As stated in the prospectuses, the Companies have undertaken
to provide notice; the Companies will do so in advance if at all possible.
16. LIVING BENEFITS (P. 50)
a. The Guaranteed Withdrawal Benefit is defined either as "GWB v1" or just
"GWB" (see page 60). For clarity, please use only one term consistently
throughout the prospectus.
RESPONSE: We respectfully note that references to the term "GWB v1" are to
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the specific version of the Guaranteed Withdrawal Benefit rider that is
currently offered by the prospectuses, with the specific rates and other
terms shown in the GWB v1 row of the GWB Rate Table. Because the Companies
may, in the future, offer additional versions of the Guaranteed Withdrawal
Benefit rider, the term "GWB" generically refers to the fundamental
characteristics of the Guaranteed Withdrawal Benefit rider that do not
change from version to version, and that are described outside the GWB
Rate Table. In other words, the existing disclosure is designed to easily
accommodate potential future offerings of new and additional versions of a
GWB rider (E.G., see our response to Comment 17 with respect to the GWB
Rate Table and GLWB Rate Table).
b. In the paragraph preceding, respectively, the Summary for the GWB on
page 60 and the GLWB on page 69, please identify the specific states where
each rider is not available or indicate that it is available in all
states, as applicable.
RESPONSE: In response to the Staff's comment, we have added a sentence to
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"Summary of the Guaranteed Withdrawal Benefit Rider" and "Summary of the
GLWB" in the National VA prospectus directing investors to refer to the
GWB Rate Table and the GLWB Rate Table, respectively, for a list of the
states where each rider is not available. As discussed in our responses to
Comments 16.a. and 17, the prospectuses are organized to direct investors
to the GWB and GLWB Rate Tables as a central reference point for rider
rates and other specific terms of the riders; however, investors may cease
to use our rate tables as a central reference point if terms that appear
in the rate tables are generally dispersed throughout the prospectuses.
17. GUARANTEED LIFETIME WITHDRAWAL BENEFIT (NY VA, P. 52)
Please disclose that you must be at least 60 years old at contract issue to
purchase the GLWB benefit in the paragraph preceding the "Summary of the GLWB,"
rather than simply referencing the "GLWB Rate Table" below.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 7
RESPONSE: We recognize that the prospectus for the National VA discloses
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the actual Minimum Issue Age in the "Summary of the GLWB," instead of referring
generally to a Minimum Issue Age. However, consistent with the prospectuses for
the other New York-only contracts that offer the GLWB rider, such as Class O
(offered on and after September 21, 2015) (File Nos. 811-08306 and 333-205137),
the NY VA prospectus needs to refer generically to the Minimum Issue Age
because of a fundamental difference in state insurance law requirements
applicable to the GLWB rider in New York. Specifically, if there are future
rate changes to the GLWB riders, under New York insurance regulations, such
changes may require corresponding changes in the Minimum Issue Age.
Accordingly, consistent with the prospectuses for the other New York-only
contracts, the specific Minimum Issue Age and rates applicable to the rider are
provided in the GLWB Rate Table. In anticipation of future rate changes, FMLI
intends for the GLWB Rate Table to serve as a central reference point for
investors, where investors may find, at a glance, the current rider rates. FMLI
believes that disclosing the specific Minimum Issue Age throughout the
prospectus would undermine the usefulness of the GLWB Rate Table because future
prospectus supplements notifying investors of rate changes would need to
identify each place in the prospectus where new information supersedes old
information. Centralizing the disclosure of information that is subject to
change will allow for a more streamlined prospectus supplement that will be
easily understood when read side-by-side with the prospectus.
As the Staff knows, we have worked closely with the Staff to develop and
implement the general disclosure format that is now being used to describe the
GLWB rider. This format is intended to permit the introduction of new versions
of the GLWB rider by use of a supplement that can be easily understood by
investors and that will dovetail with the current prospectus. The GLWB Rate
Table is an essential building block of this approach. We believe that using
the Rate Table to present certain information about the existing rider is
helpful to the reader, by focusing the reader's attention to the important
information in the table in one place. With respect to the Staff's concern that
this approach is employed when there is only one version of the rider
introduced to date, the registrant made certain changes to a similar section of
the prospectus that we believe eliminated any potential confusion on the part
of the reader. This exact disclosure format was adopted specifically in
response to a Staff comment we received on the "Guaranteed Withdrawal Benefit"
section in a Class/Series L-4 Year prospectus filed on January 25, 2013 (File
Nos. 333-186204 and 333-186216). The disclosure was designed specifically
because the Staff noted that the contract offered only one version of the GWB
rider. The precedent for this disclosure was reviewed and not objected to by
the Staff, and we continue to believe this format provides the best disclosure
given that only one version of the GWB and GLWB riders is offered by the
current contract. The Staff apparently did not disagree. For these reasons, we
respectfully decline to make the requested change.
18. SPOUSAL CONTINUATION (NY VA, P. 68)
Consider adding the language highlighted below that appears in VA on page 92,
if appropriate: "For purposes of the death benefit on the continued contract,
the death benefit is calculated in the same manner as it was prior to
continuation except that all values used to calculate the death benefit, which
may include a highest anniversary value and/or an annual increase amount
(depending on whether you elected an optional death benefit), are reset on the
date the spouse continues the contract."
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 8
RESPONSE: We note that the above-referenced language appears in the
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"Spousal Continuation" section of the NY VA prospectus, except for the phrase,
"and/or an annual increase amount." The term "annual increase amount" relates
to the operation of the Enhanced Death Benefit, which is not offered with
either the National VA or the NY VA. Consequently, the existing language in the
"Spousal Continuation" section of the NY VA prospectus is correct, but we will
delete the phrase "and/or an annual increase amount" from the "Spousal
Continuation" section of the National VA.
19. FEDERAL INCOME TAX STATUS (P. 92)
Please confirm the section is current and accurate.
RESPONSE: Updated disclosure in the "Federal Income Tax Status" section
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will be contained in a subsequent pre-effective amendment to each registration
statement, and we confirm that after such updates, the tax section will be
current and accurate.
20. DISTRIBUTOR (P. 103)
Please explain how MetLife Investors Distribution Company is affiliated. See
Item 10(d).
RESPONSE: In accordance with the requirements of Item 10(d) of Form N-4,
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we have revised each registration statement to state that MetLife Investors
Distribution Company and the applicable Company are affiliated because they are
under common control of MetLife, Inc.
21. APPENDIX A
a. Please make sure all cross-references to Appendix A have been
appropriately revised, e.g., first paragraph, respectively, under "Met
Investors Series Trust" and "Metropolitan Series Fund" on page 32.
RESPONSE: We have reviewed the prospectuses of each registration statement
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and corrected any erroneous cross-references to "Appendix A," including
those noted by the Staff.
b. (VA p. A-2) When "Wells Capital Management Incorporated" is referenced,
consider adding a parenthetical: (formerly Third Avenue Management LLC).
RESPONSE: We respectfully refer you to our responses above for Comments
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5.a. and b., as applied to a name change for the investment manager of the
Investment Portfolio that is referenced in Comment 5.b.
c. (NY VA p. A-4) Please consider including the footnotes about BlackRock
Money Market Portfolio that appear in VA-4, disclosing that "[a]n
investment in the BlackRock Money Market Portfolio is not insured or
guaranteed by the Federal Deposit Insurance Company . . . ."
RESPONSE: As noted in a November 25, 2015 supplement for the prospectus of
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BlackRock Money Market Portfolio, on or about May 1, 2016, this Investment
Portfolio will convert to an ultra-short term bond portfolio, although it
will maintain its current investment objective, which
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 9
is to seek to provide a high level of current income consistent with the
preservation of capital. Accordingly, this footnote will be deleted by a
subsequent pre-effective amendment to the registration statement for
National VA.
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
22. Based on the anticipated effective date for the filing, please confirm
that all information required as of the most recent fiscal year has been
updated appropriately.
RESPONSE: We confirm that updated information that is required as of the
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most recent fiscal or calendar year in the Statement of Additional Information
will be included in a subsequent pre-effective amendment to each registration
statement.
23. SELLING FIRMS (P. 4)
Please confirm the list of selling firms and update as necessary.
RESPONSE: We confirm that an updated list of selling firms will be
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included in a subsequent pre-effective amendment to each registration statement.
24. ADDITIONAL FEDERAL TAX CONSIDERATIONS (P. 8)
Please confirm that the disclosure is current and accurate.
RESPONSE: Updated disclosure will be added to the "Additional Federal Tax
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Considerations" section, if necessary, through a subsequent pre-effective
amendment to each registration statement. We confirm that the disclosure in
this section, updated as necessary, will be current and accurate.
PART C
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25. EXHIBITS
a. Please replace "forms of" exhibits with actual copies of the agreements
when they are available. See, e.g., Form of Enterprise Selling Agreement
09 - 12 (MetLife Investors Distribution Company Sales Agreement).
RESPONSE: We respectfully note that the "form of" agreements that are
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filed with the registration statements as exhibits are the final forms of
said agreements that have been adopted by the Companies. We further note
that Item 24 of Form N-4 permits the filing of "forms of" the contract and
application and "specimens" of broker-dealer selling agreements. As a
result, we believe the exhibit lists provided by the Companies pursuant to
Item 24(b) of Form N-4 and the exhibits filed with their registration
statements are sufficient.
b. (NY VA) Please provide as an exhibit a copy of the maintenance
agreement discussed in the second paragraph under "Company" on page 3 of
the NY VA SAI.
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 10
RESPONSE: We have added the Net Worth Maintenance Agreement between
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MetLife, Inc. and FMLI, dated as of December 31, 2002, as an exhibit to
the registration statement relating to the NY VA.
c. With regard to exhibit 13, please submit powers of attorney that
specifically relate to this filing as required by Rule 483(b) under the
Securities Act of 1933.
RESPONSE: We respectfully note that the references to the Series VA-4 III
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and Class VA-4 III contracts in the powers of attorney submitted with the
initial registration statements are to the National VA and the NY VA,
respectively, and that it is of course not possible to submit such powers
of attorney with the file numbers that are to be assigned under the
Securities Act of 1933. Nevertheless, the Companies and the Registrants
will file new powers of attorney that specifically identify the applicable
registration statement by its file number under the Securities Act of 1933
in a pre-effective amendment to such registration statement.
ADDITIONAL COMMENTS
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26. FINANCIAL STATEMENTS, EXHIBITS, AND CERTAIN OTHER INFORMATION
Any financial statements, exhibits, and any other required disclosure not
included in this registration statement must be filed by pre-effective
amendment to the registration statement.
RESPONSE: We confirm that the financial statements, exhibits and any other
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required disclosure that have not been included in the registration statements
for the National VA and the NY VA will be included in, and filed by,
pre-effective amendments to those registration statements.
27. REPRESENTATIONS
We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings reviewed by the staff to be certain that they
have provided all information investors require for an informed decision. Since
the registrant is in possession of all facts relating to the registrant's
disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.
Notwithstanding our comments, in the event the registrant requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
. should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
. the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the registrant from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
Kathryn Sabo [LOGO OF ReedSmith]
March 31, 2016
Page 11
. the registrant may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
RESPONSE: Each of MetLife USA and FMLI, for themselves and on behalf of
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MetLife Investors USA Separate Account A and First MetLife Investors Variable
Annuity Account One, respectively, will provide the requisite Tandy
representations for its registration statement in EDGAR correspondence at the
time it requests acceleration of the effective date of its registration
statement.
* * *
We hope that you will find these responses satisfactory. If you have questions
or comments about this matter, please contact the undersigned at 202.414.9208,
or Peggy Heminger at 412.288.7204.
Sincerely,
/s/ W. Thomas Conner
-------------------------------------
W. Thomas Conner
WC:gp
cc: Peggy Heminger