Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices 31943

3 15 U.S.C. 78l(g).

4 Id.

5 17 CFR 200.30–3(a)(1).

1Holding Co. Act Release No. 27128 (Feb. 2,

2000).

2Holding Co. Act Release No. 26977 (Feb. 12,

1999).

3Two related application-declarations

(collectively, ‘‘Merger Applications’’) seeking

approvals required to complete the proposed

acquisitions (‘‘Mergers’’) by Energy East of

Connecticut Energy (S.E.C. File No. 70–9545), CMP

Group, CTG Resources and Berkshire (S.E.C. File

No. 70–9569) have been filed. The Commission

authorize the acquisition of Connecticut Energy,

Holding Co. Act Release No. 27128 (Feb. 2, 2000).

A notice of the 70–9569 merger filing was issued,

Holding Co. Act Release No. 27171 (April 21, 2000).

4Maine Natural Gas is a joint venture between

New England Gas Development Corp. (holding a

19% interest), a wholly owned subsidiary of CMP

Group, and Energy East Enterprises, a Maine

corporation (holding an 81% interest), a wholly

owned subsidiary of Energy East and a public

utility holding company exempt from registration

under section 3(a)(1) of the Act, by order of the

Commission, Holding Co. Act Release No. 26977

(Feb. 12, 1999).

5Central Maine Power owns 78.3% voting

interest of MEPCo with the remaining interests

owned by two other Maine utilities.

Amex to the National Market of the

Nasdaq Stock Market, Inc. (‘‘Nasdaq’’),

which it considers to be the preeminent

marketplace from the securities of

companies in its market segment. The

Company has registered its Security

pursuant to Section 12(g) of the Act 3 by

filing a Registration Statement on Form

8–A with the Commission on January

11, 2000. The Security subsequently

became designated for quotation and

began trading on the Nasdaq National

Market, and was simultaneously

suspended from trading on the Amex,

on January 13, 2000.

The Company has stated that it has

complied with the Rules of the Amex

governing the withdrawal of its Security

from listing and registration on the

Exchange, and that the Amex in turn

has indicated that it will not oppose

such withdrawal.

The Company’s application relates

solely to the withdrawal of the Security

from listing and registration on the

Amex and shall have no effect upon the

Security’s trading and designation for

quotation on the Nasdaq National

Market or its registration under Section

12(g) of the Act. 4

Any interested person may, on or

before June 5, 2000, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549–0609,

fracts bearing upon whether the

application has been made in

accordance with the rules of the Amex

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.5

Jonathan G. Katz,

Secretary.

[FR Doc. 00–12598 Filed 5–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27176]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

May 12, 2000.

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

June 6, 2000, to the Secretary, Securities

and Exchange Commission,

Washington, D.C. 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 June 6, 2000, the

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

filed or as amended, may be granted

and/permitted to become effective.

Energy East, Corp., et al. (70–9609)

Energy East Corporation (‘‘Energy

East’’), a New York corporation and a

public utility holding company exempt

from registration under section 3(a)(1) of

the Act, by order of the Commission 1

and its subsidiaries, New York State

Electric & Gas Corporation (‘‘NYSEG’’);

Energy East Enterprises, Inc. (‘‘Energy

East Enterprises’’); and Maine Natural

Gas, L.L.C. (‘‘Maine Natural Gas’’), each

located at One Canterbury Green,

Stamford, Connecticut 06904;

Connecticut Energy Corporation

(‘‘Connecticut Energy’’), and its utility

subsidiary, The Southern Connecticut

Gas Company (‘‘Southern Connecticut

Gas’’), each located at 855 Main Street,

Bridgeport, CT 06604; CMP Group, Inc.

(‘‘CMP Group’’), a Maine corporation

and a public utility holding company

exempt from registration under section

3(a)(1) of the Act, by order of the

Commission 2 and CMP Group’s utility

subsidiaries, Central Maine Power

Company (‘‘Central Maine Power’’);

Maine Electric Power Company, Inc.

(‘‘MEPCo’’); and NORVARCO, each

located at 83 Edison Drive, Augusta, ME

04336; CTG Resources, Inc. (‘‘CTG

Resources’’), a Connecticut corporation

and a public utility holding company

exempt from registration under section

3(a)(1) by rule 2 under the Act and CTG

Resourses’ utility subsidiary

Connecticut Natural Gas Corporation

(‘‘Connecticut Natural Gas’’), each

located at 100 Columbus Boulevard,

Hartford, CT 06103; and Berkshire

Energy Resources (‘‘Berkshire’’) a

Massachusetts corporation and a public

utility holding company exempt from

registration under section 3(a)(2) by rule

2 under the Act and Berkshire’s utility

subsidiary, The Berkshire Gas Company

(‘‘Berkshire Gas’’), each located at 115

Chesire Road, Pittsfield, MA 01201

(collectively, ‘‘Applicants’’) 3 have filed

an application-declaration under

sections 6(a), 7, 9(a), 10, 12, 13(b), 32,

33 and 34 of the Act and rules 42, 43,

45, 46, 52, 53, 54, 58 and 80–92 under

the Act.

Upon completion of the Mergers,

Energy East would own interests in the

following eight public utility

companies, each of which would be

wholly owned by companies within the

Energy East system, unless otherwise

indicated: (1) NYSEG; (2) Southern

Connecticut Gas; (3) Main Natural Gas

(formerly CMP Natural Gas, L.L.C.); 4

Central Maine Power, (5) MEPCo; 5 (6)

NORVARCO; (7) Connecticut Natural

31944 Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices

6A description of the Utility Subsidiaries may be

found in the notice in S.E.C. File No. 70–9569,

Holding Co. Act Release No. 27171 (April 21, 2000).

7A listing and description of the Nonutility

Subsidiaries may be found in the notice in S.E.C.

File No. 70–9569, Holding Co. Act Release No.

27171 (April 21, 2000).

8See S.E.C. File No. 70–9675.

Gas; and (8) Berkshire Gas (collectively,

‘‘Utility Subsidiaries’’).6

As explained more fully in the Merger

Applications, Applicants propose

Connecticut Energy, CMP Group, CTG

Resources and Berkshire will remain in

existence as first tier subsidiaries of

Energy East following the Mergers. In

addition, Energy East currently owns

Energy East Enterprises which is a

public utility holding company by

virtue of the 81% interest it holds in

Maine Natural Gas (collectively,

‘‘Intermediate Holding Companies’’).

Upon completion of the Merger,

Energy East will also own

approximately 41 other subsidiary

companies that are not public utility

companies under the Act (collectively,

‘‘Nonutility Subsidiaries’’).7 Among the

Nonutility Subsidiaries is Energy East

Management Corporation (‘‘EE

Management’’). A separate applicationdeclaration has been filed with the

Commission by Energy East in

connection with EE Management

assuming the role of providing

management, administrative and

corporate support services to the

companies in the Energy East System.8

Collectively, the Utility Subsidiaries,

the Intermediate Holding Companies

and the Nonutility Subsidiaries are

referred to as the ‘‘Subsidiaries.’’ The

term ‘‘Subsidiaries’’ shall also include

entities that become subsidiaries of

Energy East after the consummation of

the Mergers.

Applicants state that the cash portion

of the consideration to be paid in the

Mergers will be financed in part by the

issuance of approximately $500 million

of unsecured debt (‘‘Acquisition Debt’’).

Energy East requests authority to

maintain in place the Acquisition Debt

and to refinance such Acquisition Debt.

Applicants request approval for a

program of external financing, credit

support arrangements, and other related

proposals for the period commencing on

the effective date of an order issued

under this filing and ending March 31,

2003 (‘‘Authorization Period’’). As

described more fully below, Applicants

propose to enter into numerous types of

financing transactions to meet Energy

East’s capital requirements immediately

following the Mergers and to plan future

financing. Applicants seek authorization

and approval of the Commission with

respect to: (1) Ongoing financing

activities of Energy East and its

subsidiaries; (2) intrasystem extension

of credit; (3) the creation or acquisition

of nonutility subsidiaries; (4) the

payment of dividends out of capital and

unearned surplus; and (5) other related

matters pertaining to Energy East and its

Subsidiaries.

1. General Terms and Conditions of

Financing

Financings by each Applicant will be

subject to the following limitations: (1)

The effective cost of money on shortterm debt authorized in this proceeding

will not exceed the competitive market

rates available at the time of issuance to

companies with comparable credit

ratings with respect to debt having

similar maturities; the obligations

incurred in connection with any shortterm financing with respect to Utility

Subsidiaries will bear interest at a rate

that will not exceed 300 basis points

over the comparable term London

Interbank Offered Rate (‘‘LIBOR’’); (2)

maturity of long-term indebtedness will

not exceed 50 years; (3) the

underwriting fees, commissions, or

similar remuneration paid in connection

with the issue, sale, or distribution of a

security is estimated not to exceed 5%

of the principal amount of the financing;

and (4) Energy East’s common equity

will be at least 30% of its pro forma

consolidated capitalization.

As explained more fully below,

Energy East requests authority to issue

and sell from time to time common

stock, preferred stock, and unsecured

debentures having maturities of up to 50

years (‘‘Debentures’’) in an aggregate

amount not to exceed $2.5 billion, and

unsecured short-term indebtedness

having maturities of one year or less

(‘‘Short-Term Debt’’) in an aggregate

principal amount at any time

outstanding not to exceed $750 million,

provided that the aggregate principal

amount of all indebtedness (including

Acquisition Debt, Debentures and ShortTerm Debt), of Energy East at any time

outstanding shall not exceed $1.5

billion (‘‘Energy East Debt Limitation ’’).

Applicants state that the proceeds

from the financing will be used for

general corporate purposes, including:

(1) Financing, in part, investments by

and capital expenditures of Energy East

and its Subsidiaries, including, the

funding of future investments in exempt

wholesale generators (‘‘EWGs’’), foreign

utility companies (‘‘FUCOs’’),

companies engaged or formed to engage

in activities permitted by rule 58 (‘‘Rule

58 Subsidiaries’’), and exempt

telecommunications companies

(‘‘ETCs’’); (2) the repayment,

redemption, refunding or purchase by

Energy East or any Subsidiary of any of

its own securities under rule 42; and (3)

financing working capital requirements

of Energy East and its Subsidiaries.

2. Energy East External Financing

Energy East requests authority to issue

and sell from time to time during the

Authorization Period, commons stock,

preferred stock, and Debentures in an

aggregate amount not to exceed $2.5

billion and up to $750 million of ShortTerm Debt at any time outstanding

subject to the terms and conditions

discussed below.

a. Common Stock

Energy East requests authorization to

issue and sell from time to time

common stock during the Authorization

Period, either: (1) Through underwritten

public offering; (2) in private

placements; (3) under its dividend

reinvestment plan and stock-based

management incentive and employee

benefit plans; or (4) in exchange for

securities or assets being acquired from

other companies. Energy East also

proposes to issue and sell common

stock or options, warrants, or other

stocks purchase rights that are

exercisable for common stock and issue

common stock upon the exercise of such

options, warrants, or other stock

purchase rights. Energy East states that

it may also buy back shares of common

stock during the Authorization Period in

accordance with rule 42.

Energy East also requests

authorization to issue and/or sell shares

of common stock under its existing

stock plans and similar plans or plan

funding arrangements later adopted, and

to engage in other sales of its treasury

shares for general business purposes,

without any additional prior

Commission order. Energy East seeks

authority for the issuance and sale of its

shares in accordance with its dividend

reinvestment plan under the

authorization and within the limitations

set forth in this application-declaration.

Energy East requests authorization to

issue common stock in consideration for

an acquisition by Energy East or a

Nonutility Subsidiary of securities or

assets of a business, the acquisition of

which has been approved by the

Commission in this proceeding (see

item 11 below) or is exempt under the

Act or the rules (specifically, rule 58).

b. Preferred Stock

Energy East requests authorization to

issue and sell preferred stock from time

to time during the Authorization Period.

The dividends payable on any series of

preferred stock, as well as all other

terms and conditions and any associated

Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices 31945

placement, underwriting or selling agent

fees, commissions and discounts, if any,

would be established by negotiation or

competitive bidding and reflected in the

applicable purchase agreement or

underwriting agreement setting forth the

terms; provided, that the dividend rate

on any series of preferred stock would

not exceed the rate generally obtainable

at the time of issuance for preferred

securities having the same or reasonably

similar terms and conditions issued by

utility holding companies of reasonably

comparable credit quality, as

determined by competitive capital

markets.

c. Short-Term Debt

Energy East requests authorization to

have outstanding at any one time during

the Authorization Period, up to $750

million of unsecured Short-Term Debt,

in aggregate principal amount, subject to

the Energy East Debt Limitation. The

effective cost of money on short-Term

Debt authorized in this proceeding will

not exceed the competitive market rates

available at the time of issuance to

companies with comparable credit

ratings with respect to debt having

similar maturities.

Energy East states that it may also

establish bank lines in an aggregate

principal amount not to exceed the $750

million limitation. Loans under these

lines will have maturities not more than

one year from the date of each

borrowing. Energy East further states

that it may engage in other types of

short-term financing generally available

to borrowers with comparable credit

ratings as it may deem appropriate in

light of its needs and market conditions

at the time of issuance.

d. Debentures

Energy East requests authorization to

issue and sell from time to time during

the Authorization Period Debentures in

one or more series, subject to the Energy

East Debt Limitation. The Debentures:

(1) May be convertible into any other

securities of Energy East; (2) will have

maturities ranging from one to 50 years;

(3) may be subject to optional and/or

mandatory redemption, in whole or in

part, at par, or at various premiums

about the principal amount; (4) may be

entitled to mandatory or optional

sinking fund provisions; (5) may

provide for reset of the coupon under a

remarketing arrangement; and (6) may

be called from existing investors by a

third party. In addition, Energy East

states that it may have the right to defer

the payment of interest on the

Debentures of one or more series (which

may be fixed, floating or ‘‘multi-modal’’

debentures, i.e., debentures where the

interest is periodically reset for each

reset period). The Debentures would be

issued under an indenture to be entered

into between Energy East and a national

bank, as trustee. Energy East states that

it will not issue any Debentures that are

not at the time of original issuance rated

at least investment grade by a nationally

recognized statistical rating

organization, without further

Commission authorization.

e. Other Securities

Energy East states that it may find it

necessary or desirable to issue and sell

other types of securities during the

Authorization Period in addition to

those specifically enumerated in the

application-declaration. Energy East

requests that the Commission reserve

jurisdiction over the issuance of

additional types of securities and the

amounts, subject to the Energy East Debt

Limitation. Energy East states it will file

a post-effective amendment in this

proceeding which will describe the

general terms and amounts of each

security and request a supplemental

order of the Commission authorizing the

issuance of that security by Energy East.

3. Utility Subsidiary Financing

a. Short-Term Debt of the Utility

Subsidiaries

The Utility Subsidiaries request

authority to issue and sell from time to

time during the Authorization Period

securities, to the extent they are not

otherwise exempt under rule 52(a), with

maturities of one year or less, up to the

following aggregate principal amounts:

NYSEG $275,000,000; Maine Natural

Gas $50,000,000; Central Maine Power

$150,000,000; MEPCo $30,000,000;

NORVARCO $30,000,000; Southern

Connecticut Gas $100,000,000;

Connecticut Natural Gas $100,000,000;

and Berkshire Gas $50,000,000.

Applicants state that subject to these

limitations, the Utility Subsidiaries may

engage in short-term financing as they

deem appropriate in light of their needs

and market conditions at the time of

issuance. Short-term securities could

include, without limitation, commercial

paper sold in established commercial

paper markets in a manner similar to

Energy East, notes to banks under bank

lines of credit and debt securities issued

under their respective indentures and

note programs. The obligations incurred

in connection with any short-term

security will bear interest at a rate

which is not greater than 300 basis

points over LIBOR.

4. Short-Term Debt of Intermediate

Holding Companies

Each of the Intermediate Holding

Companies requests authority to issue,

sell and have outstanding at any one

time during the Authorization Period

debt securities with maturities of one

year or less in the following aggregate

principal amounts: CMP Group

$30,000,000; Connecticut Energy

$30,000,000; CTG Resources

$30,000,000; Berkshire $30,000,000; and

Energy East Enterprises $30,000,000.

Applicants state that subject to such

limitations, the Intermediate Holding

Companies may engage in short-term

financing as they deem appropriate in

light of their needs and market

conditions at the time of issuance. This

short-term financing could include,

without limitation, commercial paper

sold in established commercial paper

markets in a manner similar to Energy

East, bank lines and debt securities

issued under their respective indentures

and note programs. The obligations

incurred in connection with any short

term financing will bear interest at a rate

which is not greater than 300 basis

points over LIBOR.

5. Nonutility Subsidiary Financing

The Nonutility Subsidiaries request

that the Commission reserve jurisdiction

over the issuance by any Nonutility

Subsidiary of any securities where the

exemption under rule 52(b) would not

apply. Energy East states that it will file

a post-effective amendment in this

proceeding which will describe the

general terms of each non-exempt

security and their amounts and request

a supplemental order of the Commission

authorizing the issuance of that security.

Where the Nonutility Subsidiary

making the borrowing is not wholly

owned by Energy East, directly or

indirectly, Applicants request

authorization for Energy East or a

Nonutility Subsidiary, to make loans to

these subsidiaries at interest rates and

maturities designed to provide a return

to the lending company of not less than

its effective cost of capital.

6. Guaranties

a. Energy East Guaranties

Energy East requests authorization to

enter into guaranties, obtain letters of

credit, enter into expense agreements or

otherwise provide credit support to or

on behalf of subsidiaries (collectively,

‘‘Energy East Guaranties’’) as may be

appropriate to enable each Subsidiary to

operate in the ordinary course of

business, in an aggregate principal

amount not exceed $1 billion

outstanding at any one time, provided,

31946 Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices

that the amount of any Energy East

Guaranties in respect of obligations of

any EWG, FUCO or Rule 58 Subsidiary

shall also be subject to the limitations of

rule 53(a)(1) or rule 58(a)(1), as

applicable.

b. Nonutility Subsidiary Guaranties

Nonutility Subsidiaries request

authorization to enter into guaranties,

obtain letters of credit, enter into

expense agreements or otherwise

provide credit support to or on behalf of

other Nonutility Subsidiaries

(collectively, ‘‘Nonutility Subsidiary

Guaranties’’) in an aggregate principal

amount not to exceed $700 million

outstanding at any one time, exclusive

of any guaranties and other forms of

credit support that are exempt under

rule 45(b) and rule 52, provided, that

the amount of any Nonutility Subsidiary

Guaranties in respect of obligations of

any Rule 58 Subsidiary shall also be

subject to the limitations of rule

58(a)(1).

c. Intermediate Holding Company

Guaranties

Each Intermediate Holding Company

requests authorization to enter into

guaranties, obtain letters of credit, enter

into expense agreements or otherwise

provide credit support to or on behalf of

their respective subsidiary companies

(collectively, ‘‘Intermediate Holding

Company Guaranties’’) as may be

appropriate to enable such companies to

operate in the ordinary course of

business, in an aggregate principal

amount not to exceed $30 million

outstanding at any one time, provided,

that the amount of any Intermediate

Holding Company Subsidiary

Guaranties in respect of obligations of

any Rule 53 Subsidiary shall also be

subject to the limitations of rule

58(a)(1).

7. Hedging Transactions

a. Interest Rate Hedges

Energy East, and to the extent not

exempt under rule 52, the Subsidiaries,

request authority to enter into interest

rate hedging transactions (‘‘Interest Rate

Hedges’’) with respect to outstanding

indebtedness of such companies in

order to manage and minimize interest

rate costs. Interest Rate Hedges would

only be entered into with counterparties

(‘‘Approved Counterparties’’) whose

senior debt ratings, or the senior debt

ratings of the parent companies of the

counterparties, as published by

Standard and Poor’s, are equal to or

grater than BBB, or an equivalent rating

from Moody’s Investors Service, Fitch

Investor Service or Duff and Phelps.

Interest Rate Hedges would involve the

use of financial instruments commonly

used in today’s capital markets, such as

interest rate swaps, caps, collars, floors,

and structured notes (i.e., a debt

instrument in which the principal and/

or interest payments are indirectly

linked to the value of an underlying

asset or index), or transactions involving

the purchase or sale, including short

sales, of U.S. Treasury obligations.

b. Anticipatory Hedges

Energy East and the Subsidiaries

request authorization to enter into

interest rate hedging transactions with

respect to anticipated debt offerings

(‘‘Anticipatory Hedges’’). Anticipatory

Hedges would only be entered into with

Approved Counterparties, and would be

used to fix and/or limit the interest rate

risk associated with any new issuance

through: (1) A forward sale of exchangetraded U.S. Treasury futures contracts,

U.S. Treasury obligations and/or a

forward swap (each a ‘‘Forward Sale’’);

(2) the purchase of put options on U.S.

Treasury obligations (a ‘‘Put Options

Purchase’’); (3) a Put Options Purchase

in combination with the sale of call

options on U.S. Treasury obligations (a

‘‘Zero Cost Collar’’); (4) transactions

involving the purchase or sale,

including short sales, of U.S. Treasury

obligations; or (5) some combination of

a Forward Sale, Put Options Purchase,

Zero Cost Collar and/or other derivative

or cash transactions, including, but not

limited to structured notes, caps and

collars.

The Applicants state they will comply

with the then existing financial

disclosure requirements of the Financial

Accounting Standards Board associated

with all interest rate hedges and

anticipatory hedges.

8. Changes in Capital Stock in

Subsidiaries

Energy East, on behalf of the

Subsidiaries, requests authorization to

change the terms of the authorized

capital stock capitalization of any

wholly owned Subsidiary or

Intermediate Holding Company, by an

amount deemed appropriate by Energy

East or other intermediate parent

company. If that authority were granted,

a Subsidiary would be able to change

the par value, or change between par

and no-par stock, without additional

Commission approval. Any action of

this type by a Utility Subsidiary would

be subject to, and would be taken only

upon receipt of, necessary approvals by

the state commission in the state or

states where the Utility Subsidiary is

incorporated and doing business.

9. Financing Subsidiaries

Energy East and the Subsidiaries

request authorization to acquire,

directly or indirectly, the equity

securities of one or more corporations,

trusts, partnerships, or other entities

(‘‘Financing Subsidiaries’’) created

specifically for the purpose of

facilitating the financing of the

authorized and exempt activities of

Energy East and the Subsidiaries. The

Financing Subsidiaries would issue

long-term debt or equity securities,

including monthly income preferred

securities, to third parties and transfer

the proceeds of these financings by the

Financing Subsidiaries to Energy East or

to a Subsidiary.

Applicants state that, if the direct

parent company of a Financing

Subsidiary is authorized in this

proceeding or any subsequent

proceeding to issue long-term debt or

similar types of equity securities, then

the amount of those securities issued by

its Financing Subsidiary would count

against the limitation applicable to its

parent for those securities. In these

cases, however, the guaranty by the

parent of that security issued by its

Financing Subsidiary would not count

against the limitations on Energy East

Guaranties or Intermediate Holding

Company Guaranties or Nonutility

Subsidiary Guaranties. If the parent is

not authorized in this or in a subsequent

proceeding to issue similar types of

securities, the amount of any guaranty

not exempt under rules 45(b)(7) and 52

that is entered into by the parent

company with respect to securities

issued by its Financing Subsidiary

would count against the limitation on

Energy East Guaranties, Intermediate

Holding Company Guaranties or

Nonutility Subsidiary Guaranties.

Energy East requests that the

Commission reserve jurisdiction over

any transfer of proceeds of financing by

any Financing Subsidiary to Energy East

pending completion of the record.

10. Intermediate Subsidiaries

Energy East requests authorization to

acquire, directly or indirectly, the

securities of one or more intermediate

subsidiaries (‘‘Intermediate

Subsidiaries’’ are those subsidiaries

organized for the purpose of acquiring,

holding and/or financing the acquisition

of the securities of or other interest in

one or more EWGs or FUCOs, Rule 58

Subsidiaries, ETCs or other Nonutility

Subsidiaries (as authorized in this

proceeding or in a separate proceeding),

provided that Intermediate Subsidiaries

may also engage in development

activities (‘‘Development Activities’’)

Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices 31947

and administrative activities

(‘‘Administrative Activities’’), relating to

these subsidiaries). To the extent these

transactions are not exempt from the

Act or otherwise authorized, or

permitted by rule, regulation or order of

the Commission, Energy East requests

authority for Intermediate Subsidiaries

to provide management, administrative,

project development and operating

services to these entities. Applicants

state that these services may be

rendered at fair market prices to the

extent they qualify for any of the

exceptions from the ‘‘at cost’’ standard

requested in item 12, below.

Applicants request authority for the

Intermediate Subsidiaries to expend up

to $100 million during the

Authorization Period on Development

Activities. Applicants state that

Development Activities will be limited

to due diligence and design review;

market studies; preliminary engineering;

site inspection; preparation of bid

proposals, including, posting of bid

bonds; application for required permits

and/or regulatory approvals; acquisition

of site options and options on other

necessary rights; negotiation and

execution of contractual commitments

with owners of existing facilities,

equipment vendors, construction firms,

power purchasers, thermal ‘‘hosts,’’ fuel

suppliers and other project contractors;

negotiation of financing commitments

with lenders and other third-party

investors; and such other preliminary

activities as may be required in

connection with the purchase,

acquisition, financing or construction of

facilities or the acquisition of securities

of or interests in new businesses.

Applicants state that Energy East may

determine from time to time to

consolidate or otherwise reorganize all

or any part of its direct and indirect

ownership interests in Nonutility

Subsidiaries, and the activities and

functions related to such investments,

under one or more Intermediate

Subsidiaries. To the extent that these

transactions are not otherwise exempt

under the Act or rules, Energy East

requests authorization to consolidate or

otherwise reorganize under one or more

direct or indirect Intermediate

Subsidiaries, Energy East’s ownership

interests in existing and future

Nonutility Subsidiaries.

11. Investments in Energy-Related

Assets

Nonutility Subsidiaries request

authorization to acquire or construct in

one or more transactions during the

Authorization Period, nonutility energy

assets in the United States, including,

natural gas production, gathering,

processing, storage and transportation

facilities and equipment, liquid oil

reserves and storage facilities, and

associated facilities (collectively,

‘‘Energy-Related Assets’’) that would be

incidental to the energy marketing,

brokering and trading operations of

Energy East Subsidiaries. Nonutility

Subsidiaries request authorization to

invest up to $500 million (‘‘Investment

Limitation’’) during the Authorization

Period in Energy-Related Assets or in

the equity securities of existing of new

companies substantially all of whose

physical properties consist or will

consist of Energy-Related Assets. These

Energy-Related Assets may be acquired

for cash or in exchange for common

stock or other securities of Energy East

or a Nonutility Subsidiary of Energy

East or any combination of the same.

12. Exemption from Section 13(b)

Energy East’s Nonutility Subsidiaries

request authorization to provide

services to sell goods to each other at

fair market prices determined without

regard to cost, and thus, request an

exemption (to the extent rule 90(d) does

not apply) under section 13(b) from the

cost standards of rules 90 and 91 as

applicable to these transactions, in any

case in which the Nonutility Subsidiary

purchasing these goods or services is:

(1) A FUCO or foreign EWG which

derives no part of its income, directly or

indirectly, from the generation,

transmission, or distribution of electric

energy for sale within the United States;

(2) An EWG which sells electricity at

market-based rates which have been

approved by the Federal Energy

Regulatory Commission (‘‘FERC’’),

provided that the purchaser is not one

of the Utility Subsidiaries;

(3) A ‘‘qualifying facility’’ (‘‘QF’’)

within the meaning of the Public Utility

Regulatory Policies Act of 1978, as

amended (‘‘PURPA’’) that sells

electricity exclusively (a) at rates

negotiated at arms’ length to one or

more industrial or commercial

customers purchasing such electricity

for their own use and not for resale,

and/or (b) to an electric utility company

(other than a Utility Subsidiary) at the

purchaser’s ‘‘avoided cost’’ as

determined in accordance with the

regulations under PURPA;

(4) A domestic EWG or QF that sells

electricity at rates based upon its cost of

service, as approved by FERC or any

state public utility commission having

jurisdiction, provided that the purchaser

is not one of the Utility Subsidiaries; or

(5) A Rule 58 Subsidiary that (a) is

partially owned by Energy East,

provided that the ultimate purchaser of

such goods or services is not a Utility

Subsidiary or EE Management (or any

other entity that Energy East may form

whose activities and operations are

primarily related to the provision of

goods and services to Utility

Subsidiaries of EE Management), (b) is

engaged solely in the business of

developing, owning, operating and/or

providing services or goods to

Nonutility Subsidiaries described in

clauses (1) through (4) immediately

above, or (c) does not derive, directly or

indirectly, any material part of its

income from sources within the United

States and is not a public utility

company operating within the United

States.

13. Activities of Rule 58 Subsidiaries

Within and Outside the United States

Energy East, on behalf of any current

or future Rule 58 Subsidiaries, requests

authorization to engage in business

activities, permitted by rule 58,

including energy marketing, energy

management services and consulting

services, both within and outside the

United States. Energy East requests that

the Commission: (1) Reserve jurisdiction

over energy marketing activities outside

the United States and Canada pending

completion of the record in this

proceeding; (2) authorize Energy East

and its direct and indirect subsidiaries

to provide energy management and

consulting services anywhere outside

the United States; and (3) reserve

jurisdiction over other activities of Rule

58 Subsidiaries outside the United

States, pending completion of the

record.

14. Payment of Dividends

a. Energy East, the Intermediate Holding

Companies and the Utility Subsidiaries

Energy East, Intermediate Holding

Companies and their respective Utility

Subsidiaries request authorization to

pay dividends out of capital and

unearned surplus in an amount up to

the retained earnings of such companies

prior to the Mergers. In addition, after

the Mergers are completed, each of these

companies requests authorization to pay

dividends out of earnings before

amortization of goodwill, for the

duration of the goodwill amortization

period.

b. Nonutility Subsidiaries

Energy East requests authorization, on

behalf of itself and each of its current

and future non-exempt Nonutility

Subsidiaries, that these companies be

permitted to pay dividends with respect

to the securities of these companies,

through the Authorization Period, out of

capital and unearned surplus.

31948 Federal Register / Vol. 65, No. 98 / Friday, May 19, 2000 / Notices

1 15 U.S.C. 78l(d).

2 17 CFR 240.12d2–2(d).

3The Company previously filed an application

with the Commission to withdraw its Securities

from listing and registration on the American Stock

Exchange LLC. The Commission has already

solicited public comment on this prior application.

See Securities Exchange Act Release No. 42744

(May 2, 2000), 65 FR 26646 (May 8, 2000).

4 15 U.S.C. 78l(b).

5 15 U.S.C. 78m.

6 17 CFR 200.30–3(a)(1).

15. Tax Allocation Agreement

Applicants request the Commission

approve an agreement for the allocation

of consolidated tax among Energy East

and the Subsidiaries (‘‘Tax Allocation

Agreement’’). Approval is necessary

because the proposed Tax Allocation

Agreement may provide for the

retention by Energy East of certain

payments for tax losses incurred, rather

than allocate these losses to Subsidiaries

without payment, as rule 45(c)(5) would

otherwise require. Applicants state that

Energy East or its finance subsidiary

will create tax deductions chiefly in the

form of deductions for interest expense

on the Acquisition Debt that are nonrecourse to the Subsidiaries.

For the Commission by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–12599 Filed 5–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Rogers Corporation,

Capital Stock, $1 Par Value, and Rights

To Purchase Capital Stock, $1 Par

Value) File No. 1–04347

May 12, 2000.

Rogers Corporation (‘‘Company’’) has

filed an application with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) 1 and Rule 12d2–2(d)

thereunder,2 to withdraw the securities

described above (‘‘Securities’’) from

listing and registration on the Pacific

Exchange, Inc. (‘‘PCX’’).3

The Company is seeking to withdraw

its Securities from listing and

registration on the PCX in conjunction

with the commencement of their trading

on the New York Stock Exchange, Inc.

(‘‘NYSE’’). The Company hopes that,

with an NYSE listing, it will be able to

realize a broader market base for its

Securities than it has had through the

PCX.

Subsequent to the filing of the

Company’s Registration Statements on

Form 8–A with the Commission, which

became effective on April 6, 2000,

trading in the Securities commenced on

the NYSE at the opening of business on

April 18, 2000. In making the

determination to withdraw its Securities

from listing and registration on the PCX

in conjunction with the new listing and

registration on the NYSE, the Company

hopes to avoid both the costs associated

with maintaining multiple listings and a

potential fragmentation of the market for

its Securities.

The Company has stated that it has

complied with the rules of the PCX

governing the withdrawal of its

Securities, and that the PCX has in turn

indicated that it will not oppose such

withdrawal.

The Company’s application relates

solely to the withdrawal of the

Securities from listing and registration

on the PCX and shall have no effect

upon the Securities’ continued listing

and registration on the NYSE. By reason

of section 12(b) of the Act 4 and the rules

and regulations of the Commission

thereunder, the Company shall continue

to be obligated to file reports with the

Commission under section 13 of the

Act.5

Any interested person may, on or

before June 5, 2000, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549–0609,

facts bearing upon whether the

application has been made in

accordance with the rules of the PCX

and what terms, if any, should be

imposed by the Commission for the

protection of investors. The

Commission, based on the information

submitted to it, will issue an order

granting the application after the date

mentioned above, unless the

Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.6

Jonathan G. Katz,

Secretary.

[FR Doc. 00–12597 Filed 5–18–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

24453; 812–11980]

Lifetime Achievement Fund, Inc., et al.;

Notice of Application

May 12, 2000.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application for an

order under section 12(d)(1)(J) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from section

12(d)(1)(F)(ii) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit a fund of

funds relying on section 12(d)(1)(F) of

the Act to charge a sales load in excess

of 11⁄2 percent.

APPLICANTS: Lifetime Achievement

Fund, Inc. (the ‘‘Fund’’), Manarin

Investment Counsel, Ltd. (the

‘‘Adviser’’) and Manarin Securities

Corporation (the ‘‘Distributor’’).

FILING DATES: The application was filed

on February 17, 2000. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

reflected in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on June 6, 2000, and

should be accompanied by proof of

service on applicants, in the form of an

affidavit, or, for lawyers, a certificate of

service. Hearing requests should state

the nature of the writer’s interest, the

reason for the request, and the issues

contested. Persons who wish to be

notified of a hearing may request

notification by writing to the

Commission’s Secretary.

ADDRESSES: Secretary, Commission, 450

Fifth Street, N.W., Washington, D.C.

20549–0609; Applicants, c/o Charles H.

Richter, Lifetime Achievement Fund,

Inc., 11605 West Dodge Road, Omaha,

NE 68154.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Senior Counsel, at (202)

942–0574 or George J. Zornada, Branch

Chief, at (202) 942–0564, (Division of

Investment Management, Office of

Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application