Federal Register / Vol. 69, No. 220 / Tuesday, November 16, 2004 / Notices 67201

1 In re NorthWestern Corp., Case No. 03–12872 

(CGC) (Bankr. D. Del.) (filed Sept. 14, 2003).

2Under the Plan of Reorganization, this 

percentage could be affected if certain unsecured 

creditors elect not to receive distributions of 

common stock of reorganized NorthWestern. This 

event would increase the percentage of the common 

stock distributed to the remaining unsecured 

creditors, including the Harbert funds and accounts.

managed accounts (‘‘Harbert’’ and 

‘‘Applicant’’), has filed an application 

(‘‘Application’’) requesting an 

exemption under section 3(a)(4) of the 

Act from all provisions of the Act except 

section 9(a)(2). 

The Application is filed in connection 

with Harbert’s anticipation that funds 

and accounts managed by it will 

receive, in the aggregate, more than 10% 

of the voting securities of a publicutility company, the reorganized 

NorthWestern Corporation 

(‘‘NorthWestern’’ and ‘‘Debtor’’), 

pursuant to Debtor’s Second Amended 

and Restated Plan of Reorganization 

dated August 27, 2004 (‘‘Plan of 

Reorganization’’) under Chapter 11 of 

the United States Bankruptcy Code 

(‘‘Chapter 11’’), filed in the United 

States Bankruptcy Court for the District 

of Delaware (the ‘‘Bankruptcy Court’’).1

Harbert Management Corporation 

(‘‘HMC’’), founded in 1945, is a 

privately held firm that specializes in 

non-traditional money management 

activities. HMC serves pension trusts, 

endowments and foundations, pension 

funds, banks, insurance companies, 

family offices, and high net worth 

individuals. HMC has sponsored 

numerous funds, including Harbert. 

Harbert’s investment team also manages 

a separate managed account, Alpha Sub 

US Fund VI, LLC (‘‘Alpha’’). HMC has 

a diversified portfolio of assets under 

management. Investments range across a 

wide variety of industries; 

diversification across asset classes is a 

fundamental goal. 

HMC Investments, Inc., a wholly 

owned subsidiary of HMC, is a 

registered broker/dealer and member 

NASD, SIPC. The Harbinger Group, Inc., 

an indirect wholly owned subsidiary of 

HMC, is an investment advisor 

registered with the Commission. 

Applicant states that neither HMC nor 

any of the funds or accounts managed 

by it is currently a ‘‘public-utility 

company,’’ a ‘‘public-utility holding 

company,’’ or an ‘‘affiliate’’ of a publicutility company or public-utility 

holding company within the meaning of 

the Act. 

As detailed in the Disclosure 

Statement dated August 27, 2004 

(‘‘Disclosure Statement’’), filed in 

connection with the Plan of 

Reorganization, NorthWestern is a 

stand-alone public-utility company 

engaged in the generation, transmission 

and distribution of electricity and the 

distribution of natural gas to 

approximately 608,000 customers in 

Montana, South Dakota and Nebraska. 

NorthWestern is subject to the 

jurisdiction of the Federal Energy 

Regulatory Commission with respect to 

the issuance of securities and the setting 

of wholesale electric rates. Its Montana 

operations are subject to the jurisdiction 

of the Montana Public Service 

Commission and its South Dakota 

operations, to the jurisdiction of the 

South Dakota Public Utilities 

Commission. 

On September 14, 2003, 

NorthWestern filed a petition for relief 

under Chapter 11. In the succeeding 

eleven months, NorthWestern, as 

debtor-in-possession, negotiated with 

creditors, state regulators, and other 

parties, a plan of reorganization that 

provides for the reorganization of the 

utility as a stand-alone company. In so 

doing, NorthWestern has divested 

nearly all of its interests in nonutility 

businesses. Under the Plan of 

Reorganization, Northwestern’s 

unsecured creditors will receive pro 

rata distributions of all of the common 

stock of a reorganized NorthWestern 

(subject only to dilution by relatively 

small amounts of stock issued pursuant 

to a management incentive plan). 

NorthWestern will continue to operate 

as a public-utility company. 

Applicant states that, as part of their 

investment strategies, Harbert and 

Alpha regularly attempt to identify 

undervalued securities of financially 

distressed companies. Both hold 

publicly traded Senior Notes of 

NorthWestern issued in 2002. Harbert 

acquired these securities in the ordinary 

course of its business on behalf of the 

managed funds and accounts. Harbert or 

its administered funds also own 

beneficially several issuances of 

NorthWestern’s subordinated debt 

securities. These securities were 

acquired for investment purposes and 

continue to be held exclusively for such 

purposes. 

Harbert was active in the 

reorganization proceedings and engaged 

in negotiations with NorthWestern, 

other creditor groups, and other parties 

to develop the Plan of Reorganization. 

Applicant states that the Plan of 

Reorganization has broad support. A 

hearing on confirmation was held on 

August 25, 2004 and concluded on 

October 6, 2004. The requested effective 

date is no later than November 1, 2004. 

Under the Plan of Reorganization, the 

funds and accounts managed by Harbert 

expect to receive, in the aggregate, up to 

a maximum of approximately 26.5% of 

the common stock of reorganized 

NorthWestern, if Harbert and affiliates 

were to exercise all available warrants.2

Applicant states that it is entitled to 

exemption under section 3(a)(4) because 

it will be ‘‘temporarily a holding 

company solely by reason of the 

acquisition of securities for purposes of 

liquidation or distribution in connection 

with a bona fide debt previously 

contracted.’’ Harbert requests an 

exemption under section 3(a)(4) for a 

period of up to three years. Harbert 

plans to reduce its aggregate holdings to 

less than 10% of NorthWestern’s voting 

securities in a manner that will enable 

Harbert to maximize its return on the 

investment over the three-year period.

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Jill M. Peterson, 

Assistant Secretary.

[FR Doc. E4–3169 Filed 11–15–04; 8:45 am] 

BILLING CODE 8010–01–P

SMALL BUSINESS ADMINISTRATION

Small Business Size Standards: 

Waiver of the Nonmanufacturer Rule

AGENCY: U.S. Small Business 

Administration.

ACTION: Notice of Waiver of the 

Nonmanufacturer Rule for Other 

Communications Equipment 

Manufacturing. 

SUMMARY: The U. S. Small Business 

Administration (SBA) is granting a 

waiver of the Nonmanufacturer Rule for 

Other Communications Equipment 

Manufacturing. The basis for waivers is 

that no small business manufacturers 

are supplying these classes of products 

to the Federal government. The effect of 

a waiver would be to allow otherwise 

qualified regular dealers to supply the 

products of any domestic manufacturer 

on a Federal contract set aside for small 

businesses, service-disabled veteranowned small businesses, SBA’s Very 

Small Business Program or awarded 

through the SBA’s 8(a) Business 

Development Program.

DATES: This waiver is effective 

December 1, 2004.

FOR FURTHER INFORMATION CONTACT:

Edith Butler, Program Analyst, by 

telephone at (202) 619–0422; by FAX at 

(202) 481–1788; or by e-mail at 

edith.butler@sba.gov.

67202 Federal Register / Vol. 69, No. 220 / Tuesday, November 16, 2004 / Notices 

SUPPLEMENTARY INFORMATION: Section 

8(a)(17) of the Small Business Act, (Act) 

15 U.S.C. 637(a)(17), requires that 

recipients of Federal contracts set aside 

for small businesses, service-disabled 

veteran-owned small businesses, SBA’s 

Very Small Business Program or SBA’s 

8(a) Business Development Program 

provide the product of a small business 

manufacturer or processor, if the 

recipient is other than the actual 

manufacturer or processor of the 

product. This requirement is commonly 

referred to as the Nonmanufacturer 

Rule. 

The SBA regulations imposing this 

requirement are found at 13 CFR 

121.406 (b). Section 8(a)(17)(b)(iv) of the 

Act authorizes SBA to waive the 

Nonmanufacturer Rule for any ‘‘class of 

products’’ for which there are no small 

business manufacturers or processors 

available to participate in the Federal 

market. 

As implemented in SBA’s regulations 

at 13 CFR 121.1204, in order to be 

considered available to participate in 

the Federal market for a class of 

products, a small business manufacturer 

must have submitted a proposal for a 

contract solicitation or received a 

contract from the Federal government 

within the last 24 months. The SBA 

defines ‘‘class of products’’ based on six 

digit coding systems. The first coding 

system is the Office of Management and 

Budget North American Industry 

Classification System (NAICS). The 

second is the Product and Service Code 

established by the Federal Procurement 

Data System. 

The SBA received a request on June 

29, 2004, to waive the Nonmanufacturer 

Rule for Other Communications 

Equipment Manufacturing. In response, 

on July 28, 2004, SBA published in the 

Fedral Register a notice of intent to 

waive the Nonmanufacturer Rule for 

Other Communications Equipment 

Manufacturing. 

SBA explained in the notice that it 

was soliciting comments and sources of 

small business manufacturers of this 

class of products. In response to this 

notice, comments were received from 

interested parties. SBA has determined 

from these sources that there are no 

small business manufacturers of this 

class of products, and is therefore 

granting the wavier of the 

Nonmanufacturer Rule for Other 

Communications Equipment 

Manufacturing, NAICS 334290.

Authority: 15 U.S.C. 637(a)(17).

Dated: November 9, 2004. 

Emily Murphy, 

Acting Associate Administrator for 

Government Contracting.

[FR Doc. 04–25405 Filed 11–15–04; 8:45 am] 

BILLING CODE 8025–01–P

DEPARTMENT OF TRANSPORTATION

Office of the Secretary 

Aviation Proceedings, Agreements 

Filed the Week Ending October 29, 

2004 

The following Agreements were filed 

with the Department of Transportation 

under the provisions of 49 U.S.C. 412 

and 414. Answers may be filed within 

21 days after the filing of the 

application. 

Docket Number: OST–04–19513. 

Date Filed: October 27 2004. 

Parties: Members of the International 

Air Transport Association. 

Subject: CTC COMP 0507 dated 29 

October 2004 Mail Vote 418—

Resolution 004a—CTC12/23 Restriction 

of Applicability of Resolutions Intended 

effective date: 15 November 2004.

Docket Number: OST–2004–19544. 

Date Filed: October 29, 2004. 

Parties: Members of the International 

Air Transport Association. 

Subject: PTC23 EUR-SASC0134 dated 

2 November 2004 Mail Vote 419—

Resolution 010b—Special Passenger 

Amending Resolution from India to 

Europe Intended effective date: 16 

November 2004.

Andrea M. Jenkins, 

Program Manager, Federal Register Liaison.

[FR Doc. 04–25411 Filed 11–15–04; 8:45 am] 

BILLING CODE 4910–62–P

DEPARTMENT OF TRANSPORTATION

Office of the Secretary 

Notice of Applications for Certificates 

of Public Convenience and Necessity 

and Foreign Air Carrier Permits Filed 

Under Subpart B (Formerly Subpart Q) 

During the Week Ending October 29, 

2004 

The following Applications for 

Certificates of Public Convenience and 

Necessity and Foreign Air Carrier 

Permits were filed under Subpart B 

(formerly Subpart Q) of the Department 

of Transportation’s Procedural 

Regulations (see 14 CFR 301.201 et 

seq.). The due date for Answers, 

Conforming Applications, or Motions to 

Modify Scope are set forth below for 

each application. Following the Answer 

period DOT may process the application 

by expedited procedures. Such 

procedures may consist of the adoption 

of a show-cause order, a tentative order, 

or in appropriate cases a final order 

without further proceedings. 

Docket Number: OST–2004–19500. 

Date Filed: October 26, 2004. 

Due Date for Answers, Conforming 

Applications, or Motion to Modify 

Scope: November 16, 2004. 

Description: Application of Air 

Executive LU.at GmbH requesting a 

foreign air carrier permit authorizing it 

to conduct charter foreign air 

transportation of persons, property, and 

mail between any point or points in 

Austria and any point or points in the 

United States; and between any point or 

points in the United States and any 

point or points in a third country or 

countries, provided that such service 

constitutes part of a continuous 

operation, with or without a change of 

aircraft, that includes air service to 

Austria for the purpose of carrying local 

traffic between Austria and the United 

States, and other charters between third 

countries and the United States.

Docket Number: OST–2004–19518. 

Date Filed: October 28, 2004. 

Due Date for Answers, Conforming 

Applications, or Motion to Modify 

Scope: November 18, 2004. 

Description: Application of Aviation 

Ventures, Inc. d/b/a Vision Air 

requesting a certificate of public 

convenience and necessity to engage in 

interstate scheduled air transportation 

of passengers, property, and mail using 

19 passenger seat aircraft.

Docket Number: OST–2004–19543. 

Date Filed: October 29, 2004. 

Due Date for Answers, Conforming 

Applications, or Motion to Modify 

Scope: November 19, 2004. 

Description: Application of Lakeland 

Air Transport, Inc., requesting a 

certificate of public convenience and 

necessity to engage in interstate air 

transportation of persons, property, and 

mail operating 5 roundtrip flights 

between Ft. Lauderdale, FL and 

Gulfport, MS.

Andrea M. Jenkins, 

Program Manager, Docket Operations, 

Federal Register Liaison.

[FR Doc. 04–25410 Filed 11–15–04; 8:45 am] 

BILLING CODE 4910–62–P