Federal Register / Vol. 69, No. 245 / Wednesday, December 22, 2004 / Notices 76797

1 (i) The Brooklyn Union Gas Company d/b/a 

KeySpan Energy Delivery New York (‘‘KEDNY’’), 

which distributes natural gas at retail to residential, 

commercial and industrial customers in the New 

York City boroughs of Brooklyn, Staten Island and 

Queens; (ii) KeySpan Gas East Corporation d/b/a 

KeySpan Energy Delivery Long Island (‘‘KEDLI’’), 

which distributes natural gas at retail to customers 

in New York State located in the counties of Nassau 

and Suffolk on Long Island and the Rockaway 

Peninsula in Queens County; (iii) KeySpan 

Generation LLC (‘‘KeySpan Generation’’), which 

owns and operates electric generation capacity 

located on Long Island all of which is sold at 

wholesale to the Long Island Power Authority 

(‘‘LIPA’’) for resale by LIPA to its approximately 1.1 

million customers; (iv) Boston Gas Company d/b/

a KeySpan Energy Delivery New England (‘‘Boston 

Gas’’), which distributes natural gas to customers 

located in Boston and other cities and towns in 

eastern and central Massachusetts; (v) Essex Gas 

Company d/b/a KeySpan Energy Delivery New 

England (‘‘Essex Gas’’), which distributes natural 

gas to customers in eastern Massachusetts; (vi) 

Colonial Gas Company d/b/a KeySpan Energy 

Delivery New England (‘‘Colonial Gas’’), which 

distributes natural gas to customers located in 

northeastern Massachusetts and on Cape Cod; and 

(vii) EnergyNorth Natural Gas, Inc. d/b/a KeySpan 

Energy Delivery New England (‘‘ENGI’’), which 

distributes natural gas to customers located in 

southern and central New Hampshire, and the City 

of Berlin located in northern New Hampshire.

2 KeySpan states that Delta KeySpan is a Delaware 

limited liability company which designs, builds 

and installs HVAC systems primarily for 

commercial customers in Rhode Island and the New 

England region. KeySpan states that Granite State 

(formerly Granite State Plumbing and Heating, Inc.) 

is a Delaware limited liability company that is a 

mechanical contractor engaged in the design, 

installation and service of commercial and 

industrial plumbing, HVAC equipment and process 

piping systems for customers in the industrial and 

governmental sector, as well as real estate 

developers in new England. KeySpan states that 

Northern Peabody (formerly Northern Peabody, 

Inc.) is a Delaware limited liability company that 

is a mechanical contractor engaged in the design, 

installation and service of plumbing, heating, 

ventilation, air conditioning and process piping 

systems. It serves commercial, industrial and 

institutional customers, in the hospital, healthcare 

and governmental markets in New Hampshire, 

southern Maine and Massachusetts (excluding 

Boston).

FOR FURTHER INFORMATION CONTACT:

Robert Tuleya, Senior Counsel, Division 

of Investment Management, at (202) 

942–0719. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. For further 

information and to ascertain what, if 

any, matters have been added, deleted 

or postponed, please contact: The Office 

of the Secretary at (202) 942–7070.

Dated: December 17, 2004. 

Jonathan G. Katz, 

Secretary.

[FR Doc. 04–28053 Filed 12–17–04; 4:03 pm] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 35–27926] 

Filings Under the Public Utility Holding 

Company Act of 1935, as Amended 

(‘‘Act’’) 

December 17, 2004. 

Notice is hereby given that the 

following filing(s) has/have been made 

with the Commission pursuant to 

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 6, 2005, to the Secretary, 

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 6, 2005, the 

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

filed or as amended, may be granted 

and/or permitted to become effective. 

KeySpan Corporation (70–10274) 

KeySpan Corporation (‘‘KeySpan’’), a 

combination gas and electric registered 

public utility holding company, One 

Metro Tech Center, Brooklyn, NY 

11201, has filed a declaration 

(‘‘Declaration’’) with the Commission 

under sections 6(a) and 7 and rule 54 

under the Act. 

Applicants KeySpan states that it is a 

diversified registered public utility 

holding company. KeySpan directly or 

indirectly owns seven public utility 

companies in New York and 

Massachusetts.1 KeySpan also directly 

or indirectly owns various nonutility 

subsidiaries (collectively referred to as 

the ‘‘Nonutility Subsidiaries’’) through 

which KeySpan engages in energy 

related nonutility activities.

By order dated December 18, 2003 

(HCAR No. 27776) (‘‘Financing Order’’), 

the Commission authorized KeySpan 

and its subsidiaries to engage in a 

program of external and intrasystem 

transactions including, among other 

things, to engage in certain types of 

credit support arrangements through 

December 31, 2006 (‘‘Authorization 

Period’’). The Financing Order 

authorized KeySpan to enter into 

guarantees (‘‘Guarantees’’), performance 

Guarantees, obtain letters of credit, enter 

into expense agreements or otherwise 

provide credit support with respect to 

the obligations of its subsidiaries as may 

be appropriate or necessary to enable 

the subsidiaries to carry on in the 

ordinary course of their respective 

businesses in an aggregate principal 

amount not to exceed $4.0 billion 

outstanding at any one time (excluding 

obligations exempt under rule 45) 

(‘‘Guarantee Financing Limit’’).

KeySpan now requests authorization 

to engage in certain transactions 

involving the divestiture of one or more 

Nonutility Subsidiaries, Delta KeySpan, 

LLC (‘‘Delta KeySpan’’), Granite State 

Plumbing & Heating, LLC (‘‘Granite 

State’’) and Northern Peabody, LLC 

(‘‘Northern Peabody’’ and, collectively 

‘‘KSI Nonutilities’’), which are owned 

indirectly by KeySpan Services, Inc. 

(‘‘KSI’’).2 KeySpan states that the 

divestiture transactions will involve the 

continued maintenance of certain 

existing Guarantees by KeySpan in favor 

of the KSI Nonutilities that were 

previously issued in accordance with 

the Financing Order (‘‘KSI Divestiture 

Transaction’’). KeySpan expects to sell 

these KSI Subsidiaries to individuals, 

groups or corporations. KeySpan 

requests authorization to engage in KSI 

Divestiture Transactions from time to 

time, the specific terms and conditions 

of which are not at this time known, 

without further prior approval by the 

Commission.

In connection with these proposed 

divestitures, KeySpan states that the 

terms of these previously issued and 

authorized Guarantees would not 

change in any respect. No new 

Guarantees and indemnities would be 

issued in connection with any proposed 

KSI Divestiture Transaction. KeySpan 

states that the Guarantees would remain 

in place only for an interim period until 

the completion of a project and the 

expiration of any associated warranty 

period in accordance with contractual 

obligations. KeySpan states that the 

original aggregate value of the issued 

Guarantees was approximately $76 

million. KeySpan states that the 

presently outstanding aggregate 

exposure of the Guarantees has been 

substantially reduced and as of 

November 30, 2004 is approximately 

$23 million. 

KeySpan states that each of the 

Guarantees have varying terms, and in 

certain cases the term has no date 

76798 Federal Register / Vol. 69, No. 245 / Wednesday, December 22, 2004 / Notices 

3 KeySpan states that WDF, and its subsidiaries 

provide mechanical contracting services, which are 

primarily the design, construction, alteration, 

maintenance and repair of plumbing and HVAC, 

systems including related piping installation and 

welding, to large scale commercial, institutional 

and industrial customers in the New York area. 

KeySpan states that Binsky and its subsidiaries are 

specialty mechanical contractors which install 

heating, ventilating and air conditioning systems, 

which use electricity or gas, for commercial and 

industrial customers located primarily in New 

Jersey. KeySpan states that engaged in installing 

HVAC systems for commercial and industrial 

customers located primarily in New Jersey.

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

2 17 CFR 240.19b–4.

3 In Amendment No. 1, the Exchange: (1) Applied 

the proposed rule change to index options that are 

exclusively traded on Amex, (2) changed a deadline 

in the proposed rule, (3) provided that orders for 

FLEX options and accommodation trades do not 

need to be systematized prior to representation, (4) 

provided for the use of the Exchange’s ‘‘Order 

Ticket’’ enhancement to BARS as a second 

acceptable means for systematizing order, (5) 

clarified that the systemization prior to 

representation requirement applies to modifications 

and cancellations of orders, and (6) made minor 

corrections to the text of the rule and filing.

certain but is set to expire upon 

completion of the associated work 

project. In any event, KeySpan states 

that with respect to each of the KSI 

Nonutilities, none of the Guarantees, 

including any associated warranty 

period, are expected to terminate later 

than the dates set forth below:

Delta KeySpan, LLC: February 28, 2007

Granite State Plumbing & Heating, LLC: 

September 30, 2006

Northern Peabody, LLC: February 28, 

2006

KeySpan also requests that the 

Commission reserve jurisdiction over 

the maintenance, for an interim period 

of time, of certain existing Guarantees 

and other credit support mechanisms, 

previously issued under the Financing 

Order and directly related to the 

proposed divestiture of the following 

additional KSI subsidiaries: WDF Inc. 

(‘‘WDF’’), and its subsidiaries, Binsky & 

Snyder, LLC (‘‘Binsky’’) and its 

subsidiaries and Binsky and Snyder 

Service, LLC (‘‘Binsky Service’’).3

For the Commission by the Division of 

Investment Management, pursuant to 

delegated authority. 

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–27998 Filed 12–21–04; 8:45 am] 

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–50866; File No. SR–Amex–

2003–90] 

Self-Regulatory Organizations; Notice 

of Filing of Proposed Rule Change by 

American Stock Exchange LLC 

Relating to the Amendment of 

Exchange Rule 153 and Amendment 

No. 1 Thereto 

December 16, 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 October 

9, 2003, the American Stock Exchange 

LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I, II below, which Items have 

been prepared by the Exchange. On 

December 15, 2004, the Exchange 

submitted Amendment No. 1 to the 

proposed rule change.3 The Commission 

is publishing this notice to solicit 

comments on the proposed rule change 

from interested persons.

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Amex proposes to amend its Rule 

153 relating to the creation of an 

electronic audit trail. The text of the 

proposal rule change is set forth below. 

New text is in italics; deletions are in 

brackets.

* * * * *

Record of Orders 

Rule 153. (a) Every member or 

member organization shall maintain a 

record of every order and every 

modification and cancellation of such 

order transmitted to the Floor of the 

Exchange, which record shall include 

the name, amount and price of the 

security and the time when such order, 

modification or cancellation was so 

transmitted. 

(b) Every member or member 

organization shall maintain a record of 

every order and every modification and 

cancellation of such order received by 

such member or member organization 

on the Floor of the Exchange. Such 

record shall include the name, amount 

and price of the security and the time 

when such order, modification or 

cancellation was received. With respect 

to orders that are eligible for input into 

the Exchange’s electronic order 

processing facilities, members and 

member organizations shall comply 

with their record keeping obligations 

under this Rule by inputting 

immediately upon receipt eligible 

orders, modifications and cancellations 

that are not already systematized into 

the Exchange’s electronic order 

processing facilities and retaining the 

record of such orders provided to them 

by the Exchange for this purpose. 

(c) Rescinded. 

(d) Every member or member 

organization shall preserve for at least 

three years a record of every 

commitment or obligation to trade 

issued from the Floor and cancellation 

thereof, which record shall include the 

name, amount, and price of the security, 

the destination market center, and the 

time when such commitment was 

issued or cancelled. 

(e) Every member or member 

organization shall maintain for at least 

three years a record of every order and 

every modification and cancellation of 

such order entered into the After-Hours 

Trading Facility (as Rule 1300 (AfterHours Trading: Applicability and 

Definitions) defines that term), which 

record shall include the name and 

amount of the security, the terms of the 

order, the time when it was so entered, 

and the time at which a report of 

execution was received. Every specialist 

shall maintain for at least three years 

reports of all executions and 

modification and cancellations of orders 

placed with the specialist through the 

After-Hours Trading Facility.

(f) Every member or member 

organization shall maintain a record for 

at least three years of every report of the 

execution of an order, commitment or 

obligation covered by paragraph (a), (b), 

(d) or (e) of this rule in addition to the 

record required by such paragraphs, 

which shall include the time of the 

receipt of such report. 

(g) Before any order, commitment or 

obligation covered by paragraph (a), (b), 

(d) or (e) of this rule is executed, there 

shall be placed upon the order slip or 

other record the name or designation of 

the account for which such order, 

commitment or obligation is to be 

executed; no change in such account 

name or designation shall be made 

unless the change has been authorized 

by any member or officer in the member 

organization or authorized 

representative thereof who shall, prior 

to giving his approval of such change, 

be personally informed of the essential 

facts relative thereto and shall indicate 

his approval of such change in writing 

on the order. 

(h) All records required to be 

maintained under this rule shall include 

such information and shall be preserved 

for such period as required by the 

Securities Exchange Act of 1934 and the 

rules thereunder relating to the 

requirements for the retention of orders. 

(i) The term ‘‘order’’ as used in this 

Rule 153 includes any modification to 

or cancellation of such order. 

* * * Commentary