                     United States Court of Appeals
                            FOR THE EIGHTH CIRCUIT

                                    ___________

                                    No. 97-4288
                                    ___________

Harold Bierman, et al.,                   *
                                          *
      Plaintiffs - Appellants,            *
                                          *
      v.                                  *   Appeal from the United States
                                          *   District Court for the
Pirelli Armstrong Tire Corporation;       *   Southern District of Iowa.
Pension and Benefits Plan                 *
Administration Committee,                 *         [UNPUBLISHED]
                                          *
      Defendants - Appellees,             *

                                    ___________

                                 Submitted: May 15, 1998
                                     Filed: July 17, 1998
                                   ___________

Before BEAM, LOKEN, and MURPHY, Circuit Judges.
                           ___________

PER CURIAM.

       Twenty former employees of Pirelli Armstrong Tire Corporation’s Des Moines,
Iowa, tire plant commenced this action claiming that Pirelli violated ERISA, 29 U.S.C.
§§ 1001 et seq., and state law when it terminated retiree health insurance benefits in
1994. At the time of the retiree benefits termination, plaintiffs were active Pirelli
salaried employees and participants in Pirelli’s Salaried Health Benefits Plan. Shortly
after announcing the benefits termination, Pirelli sold the Des Moines plant to Titan
Tire Corporation, and plaintiffs became employees of Titan. Though the benefits
termination had no immediate effect on plaintiffs, they contend in this action that it
wrongfully deprived them of vested rights to future retirement health benefits.

       The district court granted summary judgment in favor of Pirelli and its Benefits
Plan Committee. Noting that in Section 1.03 of the Plan Pirelli expressly “reserve[d]
the right to terminate or amend the Health Plan at any time and from time to time by
action of the Committee,” the court concluded that plaintiffs could not recover under
ERISA because there was no promise to provide vested benefits incorporated into the
Plan. The court rejected plaintiffs’ state law estoppel claims as preempted by and
inconsistent with ERISA. Plaintiffs appeal, arguing primarily that references in earlier
Plan documents and oral assurances over the years that salaried employees would be
eligible for retirement health benefits are sufficient evidence of vested rights to avoid
summary judgment. After careful review of the record, we affirm for the reasons stated
in the district court’s Order dated October 31, 1997. See 8th Circuit Rule 47B. See
generally Houghton v. Sipco, Inc., 38 F.3d 953 (8th Cir. 1994); Jensen v. Sipco, Inc.,
38 F.3d 945 (8th Cir. 1994), cert. denied, 514 U.S. 1050 (1995).

      A true copy.

             Attest:

                     CLERK, U. S. COURT OF APPEALS, EIGHTH CIRCUIT.




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