opinion: MORGAN STANLEY & CO., INC., et al. v. PACIFIC MUTUAL LIFE INSURANCE CO.
  No. 93-609.
  Argued April 26, 1994
  Decided May 23, 1994
  James W B. Benkard argued the cause for petitioners. With him on the briefs were James D. Liss, Vincent T. Chang, Hannah Berkowitz, James L. Truitt, Robert B. Mazur, Ernest E. Figari, Jr., Theodore Edelman, Fletcher L. Yarbrough, Robert G. Cohen, Kathryn A. Oberly, and Morton L. Susman.
  Richard G. Taranto argued the cause for respondent Pacific Mutual Life Ins. Co. With him on the brief were H. Bartow Farr III and Stewart M. Weltman. Michael R. Dreeben argued the cause for the United States. With him on the brief were Solicitor General Days, Assistant Attorney General Hunger, Deputy Solicitor General Kneedler, Barbara C. Biddle, Paul Gonson, and Jacob H. Stillman.
  James M. Finberg and Paul J. Mishkin filed a brief for the National Association of Securities and Commercial Law Attorneys as amicus curiae urging affirmance.
  Barbara B. Edelman and Barry Friedman filed a brief for Spendthrift Farm, Inc., et al. as amici curiae.
  Per Curiam.
  The judgment of the United States Court of Appeals for the Fifth Circuit is affirmed by an equally divided Court.
  Justice O’Connor took no part in the consideration or decision of this case.