October 8, 2002
David B. Harms, Esq.
Sullivan & Cromwell
New York, NY 10004-2498
RE: Bank of Ireland
File No. TP: 03-01
Dear Mr. Harms:
In regard to your letter dated October 8, 2002, as supplemented by
conversations with the staff, this response is attached to the enclosed
photocopy of your correspondence. By doing this, we avoid having to recite
or summarize the facts set forth in your letter. Unless otherwise noted,
each defined term in this letter has the same meaning as defined in your
Without necessarily concurring in your analysis and based on your
representations and the facts presented in your letter, the United States
Securities and Exchange Commission (Commission) hereby grants an exemption
from Rule 14e-5 under the Securities Exchange Act of 1934 (Exchange Act).
The exemption from Rule 14e-5 is to permit Davy to execute, either as
agent or principal:
- unsolicited orders initiated by customers who are not covered
persons for purposes of Rule 14e-5, and
- the other side of the trade, which may involve either an unsolicited
or solicited order.
The Commission grants this exemption from Rule 14e-5 under the Exchange
Act subject to the following conditions:
- No transactions shall be made in the United States.
- Davy shall provide to the Division of Market Regulation (Division),
upon request, records of all transactions executed in reliance on this
exemption, on a transaction by transaction basis, including the date,
size, time of execution, price, broker, and market.
- Upon request of the Division, Davy shall transmit the information as
specified in item 2 to the Division at its offices in Washington, D.C.
within 30 days of its request.
- Davy shall retain all documents and other information required to be
maintained pursuant to this exemption during the period when Rule 14e-5
would apply and for a period of not less than 2 years
- Representatives of Davy shall be made available (in person at the
office of the Division in Washington, D.C. or by telephone), to respond
to inquiries of the Division relating to their records; and
- Except as otherwise exempted herein, Davy shall comply with Rule
The foregoing exemption from Rule 14e-5 is based solely upon your
representations and the facts presented and is strictly limited to the
application of Rule 14e-5 to the "execution-only" transactions. Such
transactions should be discontinued, pending presentation of the facts for
our consideration, in the event that any material change occurs with
respect to any of those facts or representations.
In addition, your attention is directed to the anti-fraud and
anti-manipulation provisions of the federal securities laws, including
Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder.
Responsibility for compliance with these and any other applicable
provisions of the federal securities laws must rest with the participants
in the proposed combination. The Division expresses no view with respect
any other questions that the proposed transaction may raise,
including, but not limited to, the adequacy of disclosure concerning, and
the applicability of any other federal or state laws to, to the proposed
For the Commission, by the
Division of Market
Pursuant to delegated authority,
James A. Brigagliano
Division of Market
Incoming LetterThe incoming
letter is attached in PDF format.