76500 Federal Register / Vol. 69, No. 244 / Tuesday, December 21, 2004 / Notices 

12 17 CFR 240.11Aa3–2(f).

13 17 CFR 240.11Aa3–2(d).

14 15 U.S.C. 78l(f). The Commission finds that 

extending the Plan is consistent with fair and 

orderly markets, the protection of investors and the 

public interest, and otherwise in furtherance of the 

purposes of the Act. The Commission has taken into 

account the public trading activity in securities 

traded pursuant to the Plan, the character of the 

trading, the impact of the trading of such securities 

on existing markets, and the desirability of 

removing impediments to, and the progress that has 

been made toward the development of a national 

market system.

15 15 U.S.C. 78k–1(a)(1).

16 17 CFR 240.11Aa3–1 and 17 CFR 240.11Aa3–

2.

17 15 U.S.C. 78k–1(a).

18See Securities Exchange Act Release No. 28146 

(June 26, 1990), 55 FR 27917 (July 6, 1990).

19 17 CFR 240.11Aa3–2(f).

20 17 CFR 240.11Aa3–2(d).

21 15 U.S.C. 78l(f) and 15 U.S.C. 78k–1.

22 17 CFR 240.11Aa3–1 and 11Aa3–2.

23 15 U.S.C. 78l(f) and 15 U.S.C. 78k–1.

24 17 CFR 240.11Aa3–2(c)(4).

25 17 CFR 200.30–3(a)(27).

the Plan, by granting the NASD an 

exemption under Rule 11Aa3–2(f) 12

from compliance with Section VI.C.1. of 

the Plan as required by Rule 11Aa3–

2(d) 13 until such time as Nasdaq is 

registered as a national securities 

exchange. The Plan Participants have 

requested an extension of such 

exemptive relief.

III. Discussion 

The Commission finds that extending 

the operation of the Plan is consistent 

with the requirements of the Act and the 

rules and regulations thereunder, and, 

in particular, Section 12(f) 14 and 

Section 11A(a)(1) 15 of the Act and Rules 

11Aa3–1 and 11Aa3–2 thereunder.16

Section 11A of the Act directs the 

Commission to facilitate the 

development of a national market 

system for securities, ‘‘having due 

regard for the public interest, the 

protection of investors, and the 

maintenance of fair and orderly 

markets,’’ and cites as an objective of 

that system the ‘‘fair competition * * * 

between exchange markets and markets 

other than exchange markets.’’17 When 

the Commission first approved the Plan 

on a pilot basis, it found that the Plan 

‘‘should enhance market efficiency and 

fair competition, avoid investor 

confusion, and facilitate surveillance of 

concurrent exchange and OTC 

trading.’’ 18 The Plan has been in 

existence since 1990 and Participants 

have been trading Nasdaq securities 

under the Plan since 1993.

The Commission finds that extending 

the operation of the Plan through 

summary effectiveness furthers the goals 

described above by preventing the 

lapsing of the sole effective transaction 

reporting plan for Nasdaq securities 

traded by exchanges pursuant to 

unlisted trading privileges. The 

Commission believes that the Plan is 

currently a critical component of the 

national market system and that the 

Plan’s expiration would have a serious, 

detrimental impact on the further 

development of the national market 

system. 

The Commission also finds that it is 

appropriate to grant summary 

effectiveness to the request to extend the 

exemption under Rule 11Aa3–2(f) 19

from compliance with Section VI.C.1. of 

the Plan as required by Rule 11Aa3–

2(d).20 The Commission believes that 

the Plan is a critical component of the 

national market system and that the 

requested exemptive relief is necessary 

to assure the effective operation of the 

Plan. The Commission believes that the 

requested exemptive relief extension is 

consistent with the Act, the Rules 

thereunder, and, specifically, with the 

objectives set forth in Sections 12(f) and 

11A of the Act 21 and Rules 11Aa3–1 

and 11Aa3–2 thereunder.22

IV. Solicitation of Comments 

The Commission seeks general 

comments on the extension of the 

operation of the Plan and the extension 

of exemptive relief. Interested persons 

are invited to submit written data, 

views, and arguments concerning the 

foregoing, including whether the 

proposal is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–24–89 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

450 Fifth Street, NW., Washington, DC 

20549–0609. 

All comment letters should refer to 

File No. S7–24–89. This file number 

should be included on the subject line 

if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed 

amendment that are filed with the 

Commission, and all written 

communications relating to the proposal 

between the Commission and any 

person, other than those that may be 

withheld from the public in accordance 

with the provisions of 5 U.S.C. 552, will 

be available for inspection and copying 

in the Commission’s Public Reference 

Room. Copies of the amendment will 

also be available for inspection and 

copying at the Office of the Secretary of 

the Committee, currently located at the 

at Pacific Exchange, Inc. and 

Archipelago Exchange L.L.C. 100 South 

Wacker Drive, Suite 2000, Chicago, 

60606. All submissions should refer to 

File No S7–24–89 and be submitted on 

or before January 11, 2005. 

V. Conclusion 

It is therefore ordered, pursuant to 

Sections 12(f) and 11A of the Act 23 and 

paragraph (c)(4) of Rule 11Aa3–2 

thereunder,24 that the operation of the 

Plan, as modified by all changes 

previously approved, be, and hereby is, 

extended and that certain exemptive 

relief also be extended both for a period 

not to exceed 120 days from the date of 

publication of this Date Extension in the 

Federal Register.

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.25

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. E4–3762 Filed 12–20–04; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 35–27924] 

Filing Under the Public Utility Holding 

Company Act of 1935, as Amended 

(‘‘Act’’) 

December 14, 2004. 

Notice is hereby given that the 

following filing(s) has/have been made 

with the Commission under provisions 

of the Act and rules promulgated under 

the Act. All interested persons are 

referred to the application(s) and/or 

declaration(s) for complete statements of 

the proposed transaction(s) summarized 

below. The application(s) and/or 

declaration(s) and any amendment(s) is/

are available for public inspection 

through the Commission’s Branch of 

Public Reference. 

Interested persons wishing to 

comment or request a hearing on the 

application(s) and/or declaration(s) 

should submit their views in writing by 

January 7, 2005, to the Secretary, 

Federal Register / Vol. 69, No. 244 / Tuesday, December 21, 2004 / Notices 76501

1AEP subsidiaries with retail utility operations 

include: AEP Generating Company, TCC, AEP 

Texas North Company, formerly West Texas 

Utilities Company, Appalachian Power Company, 

Columbus Southern Power Company, Indiana 

Michigan Power Company, Kentucky Power 

Company, Ohio Power Company, Public Service 

Company of Oklahoma, Southwestern Electric 

Power Company, and Wheeling Power Company. 2SEC File No. 70–10253.

Securities and Exchange Commission, 

Washington, DC 20549–0609, and serve 

a copy on the relevant applicant(s) and/

or declarant(s) at the address(es) 

specified below. Proof of service (by 

affidavit or, in the case of an attorney at 

law, by certificate) should be filed with 

the request. Any request for hearing 

should identify specifically the issues of 

facts or law that are disputed. A person 

who so requests will be notified of any 

hearing, if ordered, and will receive a 

copy of any notice or order issued in the 

matter. After January 7, 2005, the 

application(s) and/or declaration(s), as 

filed or as amended, may be granted 

and/or permitted to become effective. 

American Electric Power Company, 

Inc., AEP Texas Central Company (70–

10231) 

American Electric Power Company, 

Inc., (‘‘AEP’’), a registered holding 

company, and AEP Texas Central 

Company (‘‘TCC’’), an indirect public 

utility subsidiary of AEP, both at 1 

Riverside Plaza, Columbus, Ohio 43215 

(together ‘‘Declarants’’), have filed a 

declaration under section 12(d) of the 

Act and rules 44 and 54 under the Act. 

Declarants request authority for TCC 

to sell its ownership interests in a 690 

Megawatt generation facility located in 

Wilbarger County, Texas (the 

‘‘Oklaunion Facility’’) to non-affiliatedthird parties. 

AEP currently holds verticallyintegrated electric utility companies 

with retail utility operations in eleven 

states—Arkansas, Indiana, Kentucky, 

Louisiana, Michigan, Ohio, Oklahoma, 

Tennessee, Texas, Virginia and West 

Virginia.1 TCC is a wholly owned 

indirect subsidiary of AEP, engaged in 

the transmission and distribution of 

electricity in its service territory located 

in southern Texas and in the generation 

and sale of electricity in the region of 

the Electric Reliability Council of Texas 

(‘‘ERCOT’’). The entire service territory 

of TCC is located in ERCOT.

The Texas electric restructuring law 

(the ‘‘Texas Act’’), signed into law in 

1999, required, among other things, that 

utilities legally separate into a retail 

electric provider, a power generation 

company, and a transmission and 

distribution utility. The Texas Act 

provides each affected utility an 

opportunity to recover its generation 

related regulatory assets and stranded 

costs resulting from the legal separation 

of the transmission and distribution 

utility from the generation facilities and 

the related introduction of retail electric 

competition. Regulatory assets consist of 

the Texas jurisdictional amount of 

generation-related regulatory assets and 

liabilities in the audited financial 

statements as of December 31, 1998. 

Stranded costs consist of the positive 

excess of the net regulated book value 

of generation assets over the market 

value of those assets, taking specified 

factors into account, as ultimately 

determined by the Public Utility 

Commission of Texas. 

TCC is selling all of its generation 

assets in order to determine the assets’

fair market value for purposes of 

calculating TCC’s stranded costs in 

accordance with the Texas Act. The 

divestiture of TCC’s assets is being 

achieved through a series of sales to 

different purchasers. On July 2, 2004, 

TCC completed the sale of 3,813 MW of 

generating assets to a joint venture of 

Sempra Energy Partners and Carlyle/

Riverstone Global Energy and Power 

Fund. TCC’s sale of its interest in two 

co-owned 1,250 MW nuclear generating 

units situated in Matagorda County, 

Texas is the subject of a separate 

application to the Commission.2

TCC executed a contract for the sale 

of its 7.81% undivided interest (which 

corresponds to approximately 54 MW) 

in the Oklaunion Facility to the Golden 

Spread Cooperative (‘‘Golden Spread’’) 

for approximately $42,750,000 on 

January 30, 2004. Under an earlier 

agreement (the ‘‘Oklaunion 

Agreement’’), the other owners of the 

Oklaunion Facility have a right of first 

refusal to purchase the TCC interest in 

the Oklaunion Facility. The Oklaunion 

Agreement provides that the interest in 

the Oklaunion Facility will be divided 

pro-rata among the exercising owners 

whereby two or more owners each 

exercise their right to purchase the 

entire Oklaunion interest. Both of the 

other owners, the Public Utilities Board 

of the City of Brownsville 

(‘‘Brownsville’’) and the Oklahoma 

Municipal Power Authority (‘‘OMPA’’) 

exercised their rights of first refusal to 

purchase either their proportionate 

share or, in the event that the other 

failed to close, the entire TCC interest. 

In late June, Golden Spread filed an 

Application for Declaratory Judgment in 

Texas State Court seeking confirmation 

that both the City of Brownsville and 

OMPA’s exercises were invalid and that 

Golden Spread was entitled to purchase 

the TCC interest in Oklaunion. The City 

of Brownsville then filed a counter 

claim pleading that OMPA did not 

validly exercise their right of first 

refusal and that Brownsville was 

therefore entitled to the entire TCC 

interest in Oklaunion. 

Enron Corp. (70–10239) 

Enron Corp. (‘‘Enron’’), an Oregon 

corporation and registered holding 

company, Four Houston Center, 1221 

Lamar, Suite 1600, Houston, Texas 

77010–1221, has filed an application/

declaration with the Commission under 

sections 12(d) and 5(d) of the Act and 

rules 44 and 54 under the Act. 

I. Background 

On July 2, 1997, Enron became a 

holding company by acquiring all of the 

outstanding common stock of Portland 

General Electric Company (‘‘Portland 

General’’), its sole public-utility 

company subsidiary.

A. Description of Portland General 

Portland General, an Oregon 

corporation, is an electric utility 

company. It is engaged in the 

generation, purchase, transmission, 

distribution, and retail sale of electricity 

in the State of Oregon. Portland General 

also sells electricity and natural gas in 

the wholesale market to utilities and 

power marketers located throughout the 

Western United States. Portland 

General’s service area is located entirely 

within Oregon, and covers 

approximately 4,000 square miles, 

including 51 incorporated cities. At the 

end of 2003, approximately 1.5 million 

people lived within Portland General’s 

service area and the company served 

approximately 754,000 retail customers. 

Portland General has approximately 

26,085 miles of electric transmission 

and distribution lines and owns 1,957 

MW of generating capacity. Portland 

General also has long-term power 

purchase contracts for 510 MW from 

four hydroelectric projects on the midColumbia River and power purchase 

contracts of one to twenty-six years for 

another 740 MW from Bonneville Power 

Administration, other Pacific Northwest 

utilities, and certain Native American 

tribes. As of December 31, 2003, 

Portland General’s total firm resource 

capacity, including short-term purchase 

agreements, was approximately 3,883 

MW (net of short-term sales agreements 

of 3,910 MW). Portland General’s peak 

load in 2003 was 3,351 MW. Portland 

General had 2,687 employees as of 

December 31, 2003. As of and for the 

year ended December 31, 2003, Portland 

General and its subsidiaries on a 

consolidated basis had operating 

revenues of $1,752 million, net income 

76502 Federal Register / Vol. 69, No. 244 / Tuesday, December 21, 2004 / Notices 

3The Plan Order also constituted a report on the 

Plan under section 11(g) of the Act and authorized 

the Debtors to continue the solicitation of votes of 

the Debtors’ creditors for acceptances or rejections 

of the Plan.

4The status of Oregon Electric after the 

acquisition of Portland General is the subject of a 

separate pending application (Commission File No. 

70–10262). In a companion filing, TPG Partners IV, 

L.P. and TPG III Oregon Electric Investment 

Company, LLC, both private equity funds, have 

filed an application (Commission File No. 70–

10263) concerning their statuses under the Act 

resulting from their intended investments in Oregon 

Electric. Both TPG Partners IV, L.P. and TPG III 

Oregon Electric Investment Company, LLC would 

be managed by Texas Pacific Group, a private 

equity firm that manages funds on behalf of 

institutional and private investors.

5 If Oregon Electric terminates the Purchase 

Agreement by reason of Enron’s willful breach and 

Enron, within the one-year period following such 

termination, enters into a purchase agreement for an 

alternative transaction, then Oregon Electric may 

seek additional damages from Enron equal to the 

difference between the purchase price that would 

have been payable by Oregon Electric and the 

purchase price payable in such alternative 

transaction.

of $58 million, retained earnings of $545 

million, and assets of $3,372 million. 

Portland General is a reporting 

company under the Securities Exchange 

Act of 1934, and it files annual, 

quarterly and periodic reports with the 

Commission. Portland General is 

regulated by the Oregon Public Utility 

Commission (‘‘OPUC’’) with regard to 

its rates, terms of service, financings, 

affiliate transactions and other aspects 

of its business. In addition, the Federal 

Energy Regulatory Commission 

(‘‘FERC’’) regulates Portland General’s 

activities in the interstate wholesale 

power markets. 

B. Enron’s Bankruptcy 

On December 2, 2001, Enron and 

certain of its subsidiaries each filed a 

voluntary petition for relief under 

chapter 11 of title 11 of the United 

States Code (‘‘Bankruptcy Code’’) in the 

United States Bankruptcy Court for the 

Southern District of New York 

(‘‘Bankruptcy Court’’). Enron and its 

subsidiaries that have filed voluntary 

petitions (collectively, ‘‘Debtors’’) 

continue to operate their businesses and 

manage their properties as debtors in 

possession. Portland General is not in 

bankruptcy. 

On March 9, 2004, Enron registered as 

a holding company under the Act and 

the Commission issued two orders. By 

one of the orders (HCAR No. 27809), the 

Commission authorized Enron and 

certain subsidiaries to engage in 

financing transactions, nonutility 

corporate reorganizations, the 

declaration and payment of dividends, 

affiliate sales of goods and services, and 

other transactions needed to allow those 

applicants to continue their businesses. 

By the other order (HCAR No. 27810, 

‘‘Plan Order’’), the Commission 

approved the Debtors’ plan of 

reorganization (‘‘Plan’’) under section 

11(f) of the Act.3 The Plan was approved 

by the Bankruptcy Court on July 15, 

2004, and the effective date of the Plan 

occurred on November 17, 2004. As 

explained in the Plan Order, the Plan 

does not provide for Enron to survive in 

the long term as an ongoing entity with 

any material operating businesses. 

Enron’s role as a Reorganized Debtor is 

to hold and sell assets and to manage 

the litigation of the estates pending the 

final conclusion of the chapter 11 

filings.

C. Sale of Portland General 

Enron entered into an agreement, 

dated November 18, 2003 (‘‘Purchase 

Agreement’’) to sell all of the common 

stock of Portland General to Oregon 

Electric Utility Company, LLC (‘‘Oregon 

Electric’’), a recently formed entity 

financially backed by investment funds 

managed by the Texas Pacific Group, a 

private equity investment firm.4 Enron 

expects that the sale will close in the 

first quarter of 2004, after the receipt of 

certain regulatory authorizations.

The purchase price for the issued and 

outstanding common stock of Portland 

General is a cash amount equal to (a) 

$1,250,000,000, subject to a purchase 

price adjustment based on the difference 

between Portland General’s 

shareholders’ equity and retained 

earnings at the closing date of the 

transaction and $1,129,422,925 

(Portland General’s shareholders’ equity 

and retained earnings at December 31, 

2002), plus (b) up to $10.4 million in 

cash based on a sharing mechanism for 

indemnity items settled between signing 

and closing of the transaction. Of the 

cash purchase price (subject to 

reduction for certain pre-closing 

settlement of certain specified 

liabilities), $94,000,000 would be placed 

in an escrow account at the closing and 

available to satisfy indemnification 

obligations of Enron under the Purchase 

Agreement. 

Under the Purchase Agreement, after 

closing, Enron would indemnify Oregon 

Electric and Portland General, subject to 

certain limitations, for: (1) Breaches by 

Enron of representations, warranties and 

pre-closing covenants; (2) breaches by 

Enron of post-closing covenants; (3) 

certain specified Portland General and 

Enron related liabilities; and (4) certain 

tax and employee benefits liabilities 

related to Enron’s ownership of Portland 

General. 

Enron is obligated to pay Oregon 

Electric a break-up fee equal to $31.25 

million (‘‘Break-up Fee’’) if Oregon 

Electric terminates the Purchase 

Agreement upon Enron’s election to 

distribute the PGE Common Stock to 

creditors or upon Enron’s willful breach 

of the Purchase Agreement.5 Under the 

Purchase Agreement, Enron also agreed 

to reimburse Oregon Electric for its 

reasonable and documented expenses, 

up to a specified cap that increases over 

time, if Oregon Electric terminates the 

Purchase Agreement upon a non-willful 

breach by Enron of the Purchase 

Agreement. In any circumstances where 

Oregon Electric’s expenses are 

reimbursed and a break-up fee is 

subsequently owed to Oregon Electric, 

the Break-up Fee would be reduced by 

the amount of such expenses.

In connection with the execution of 

the Purchase Agreement, Oregon 

Electric placed a letter of credit in 

escrow in the amount of $18,750,000 as 

a deposit. The full amount of the 

proceeds of the letter of credit would be 

payable to Enron if it terminates the 

Purchase Agreement because of Oregon 

Electric’s breach. In addition, Enron 

would be entitled to receive a portion of 

the deposit ($5,000,000 or $10,000,000) 

depending on the circumstances in 

certain cases if Oregon Electric is unable 

to obtain financing for the transaction. 

The transactions contemplated by the 

Purchase Agreement require the 

approval of the Bankruptcy Court, 

OPUC, Oregon Energy Facilities Siting 

Council, FERC, Federal 

Communications Commission, Nuclear 

Regulatory Commission and the 

Commission. The transaction is 

supported by the Official Unsecured 

Creditors’ Committee in the Enron 

bankruptcy proceeding (‘‘Creditors’’

Committee’’), and has been approved by 

the Enron board of directors and, as 

discussed below, the Bankruptcy Court. 

Under the Purchase Agreement, Enron 

was permitted to accept a bid that 

represented a ‘‘higher or better’’ offer for 

Portland General. The Bankruptcy Court 

issued an order (‘‘Bidding Procedures 

Order’’) establishing a process for 

considering possible alternative better 

proposals to purchase the common 

shares of Portland General. Specifically, 

the Bidding Procedures Order 

authorized Enron to conduct an auction 

for the sale of the common stock to any 

bidder that could demonstrate that it 

had the financial ability to consummate 

the transaction and the ability to comply 

with all obligations under its purchase 

agreement (‘‘Qualified Bidder’’). Enron 

was directed, upon consultation with 

Federal Register / Vol. 69, No. 244 / Tuesday, December 21, 2004 / Notices 76503

6AEP subsidiaries with retail utility operations 

include: AEP Generating Company, TCC, AEP 

Texas North Company, formerly West Texas 

Utilities Company, Appalachian Power Company, 

Columbus Southern Power Company, Indiana 

Michigan Power Company, Kentucky Power 

Company, Ohio Power Company, Public Service 

Company of Oklahoma, Southwestern Electric 

Power Company, and Wheeling Power Company.

7SEC File No. 70–10231.

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

the Creditors’’ Committee, to consider 

only those bids that were presented 

under a contract substantially identical 

to the Purchase Agreement, 

accompanied by a deposit in an amount 

at least equal to the greater of 

$20,250,000 or 1.5% of the bidder’s 

proposed purchase price, and received 

no later than noon on January 28, 2004. 

The Bidding Procedures Order provided 

that any bid: (1) Must not be subject to 

due diligence review or any board 

approval, or subject to any conditions, 

or the receipt of any consents, that are 

not otherwise required by the Purchase 

Agreement; and (2) must contain an 

initial overbid (‘‘Initial Overbid’’) in an 

amount that was at least $50,000,000 

over and above the base purchase price 

in the Purchase Agreement. Bids 

meeting those and other requirements as 

to form were designated ‘‘Qualifying 

Competing Bids.’’ In the event there 

were Qualifying Competing Bids, under 

the Bidding Procedures Order, Enron 

was to conduct an auction of the 

common stock on February 2, 2004. 

Enron provided notice of the bidding 

procedures to all interested persons in 

accordance with the Bidding Procedures 

Order. No bids were received, qualifying 

or otherwise. Accordingly, Enron did 

not hold the auction. By order dated 

February 5, 2004 (‘‘Sale Order’’), the 

Bankruptcy Court approved the 

Purchase Agreement and authorized the 

sale of all common stock of Portland 

General to Oregon Electric. 

II. Requests for Authority 

Enron requests authority to: (1) Sell 

all of the common stock of its sole 

public-utility company subsidiary, 

Portland General to Oregon Electric; and 

(2) deregister under the Act after 

completing that transaction. 

American Electric Power Company, 

Inc., AEP Texas Central Company (70–

10253) 

American Electric Power Company, 

Inc., (‘‘AEP’’) a registered holding 

company, and AEP Texas Central 

Company (‘‘TCC’’), an indirect public 

utility subsidiary of AEP, both located at 

1 Riverside Plaza, Columbus, Ohio 

43215 (together ‘‘Declarants’’), have 

filed a declaration under section 12(d) 

of the Act and rules 44 and 54 under the 

Act. 

Declarants request authority for TCC 

to sell its interest in two co-owned 1,250 

MW nuclear generating units situated in 

Matagorda County, Texas (‘‘STP’’) to 

non-affiliated third parties. 

AEP currently holds verticallyintegrated electric utility companies 

with retail utility operations in eleven 

states—Arkansas, Indiana, Kentucky, 

Louisiana, Michigan, Ohio, Oklahoma, 

Tennessee, Texas, Virginia and West 

Virginia.6 TCC is a wholly owned 

indirect subsidiary of AEP, engaged in 

the transmission and distribution of 

electricity in its service territory located 

in southern Texas and in the generation 

and sale of electricity in the region of 

the Electric Reliability Council of Texas 

(‘‘ERCOT’’). The entire service territory 

of TCC is located in ERCOT.

The Texas electric restructuring law 

(the ‘‘Texas Act’’), signed into law in 

1999, required, among other things, that 

utilities legally separate into a retail 

electric provider, a power generation 

company, and a transmission and 

distribution utility. The Texas Act 

provides each affected utility an 

opportunity to recover its generation 

related regulatory assets and stranded 

costs resulting from the legal separation 

of the transmission and distribution 

utility from the generation facilities and 

the related introduction of retail electric 

competition. Regulatory assets consist of 

the Texas jurisdictional amount of 

generation-related regulatory assets and 

liabilities in the audited financial 

statements as of December 31, 1998. 

Stranded costs consist of the positive 

excess of the net regulated book value 

of generation assets over the market 

value of those assets, taking specified 

factors into account, as ultimately 

determined by the Public Utility 

Commission of Texas. 

TCC is selling all of its generation 

assets in order to determine the assets’

fair market value for purposes of 

calculating TCC’s stranded costs 

pursuant to the Texas Act. The 

divestiture of TCC’s assets is being 

achieved through a series of sales to 

different purchasers. On July 2, 2004, 

TCC completed the sale of 3,813 MW of 

generating assets to a joint venture of 

Sempra Energy Partners and Carlyle/

Riverstone Global Energy and Power 

Fund. TCC’s sale of its interest in a 690 

Megawatt generation facility located in 

Wilbarger County, Texas is the subject 

of a separate application to the 

Commission.7

TCC executed a contract for the sale 

of its 25.2% undivided interest (which 

corresponds to approximately 630 MW) 

in STP to Cameco South Texas Project 

LP, a Texas limited partnership and 

subsidiary of Cameco Corporation 

(‘‘Cameco’’) for approximately $330 

million on February 27, 2004. Pursuant 

to an earlier agreement (the ‘‘STP 

Agreement’’), the other owners of STP 

have a right of first refusal to purchase 

the TCC interest in STP. The STP 

Agreement provides that the interest in 

STP will be divided pro-rata among the 

exercising owners when two or more 

owners exercise their right to purchase 

TCC’s undivided STP interest. 

On May 28, 2004, in accordance with 

the STP Agreement, two of the other 

owners of STP, the City of San Antonio, 

acting through the City Public Service 

Board of San Antonio (‘‘San Antonio’’) 

and Texas Genco, L.P., a Texas limited 

partnership (‘‘Texas Genco’’) exercised 

their rights of first refusal to purchase 

the entire share of the TCC interest in 

STP according to the terms and 

conditions (including the purchase 

price) stated in the agreement with 

Cameco. On September 3, 2004, TCC 

entered into a purchase and sale 

agreement with San Antonio and Texas 

Genco under which, subject to certain 

regulatory approvals, San Antonio and 

Texas Genco will purchase the entire 

TCC interest in STP. In accordance with 

the sale, TCC also intends to assign, 

transfer or otherwise sever all rights, 

obligations and other interest in STP 

Nuclear Operating Company, a 

nonprofit Texas corporation that 

operates STP under a contract.

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–27834 Filed 12–20–04; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50843; File No. SR–Amex–

2004–91] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by the 

American Stock Exchange LLC 

Providing $5 Quotation Spread 

Parameters for Quotations Submitted 

Electronically to ANTE and Correcting 

an Inaccurate Paragraph Designation 

December 13, 2004. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on November 

29, 2004, the American Stock Exchange