33854 Federal Register / Vol. 65, No. 102 / Thursday, May 25, 2000 / Notices

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

2The Commission has modified the text of the

summaries prepared by NSCC.

3According to GM, this offer will expire at

midnight on Friday, May 19, 2000, unless extended,

and the tender offer will have a three day protect

that will expire on May 24, 2000, unless extended.

4For a detailed description of NSCC procedures

for the GM voluntary reorganization, refer to NSCC

Important Notice dated May 12, 2000, a copy of

which is attached to NSCC’s filing as Exhibit A.

NSCC’s filing is available through the Commission’s

Public Reference Section or through NSCC.

5 15 U.S.C. 78q–1(b)(3)(F).

6 15 U.S.C. 78q–1(b)(3)(F).

[FR Doc. 00–13123 Filed 5–24–00; 8:45 am]

BILLING CODE 3110–01–C

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42796; File No. SR–NSCC–

00–06]

Self-Regulatory Organizations;

National Securities Clearing

Corporation; Notice of Filing and Order

Granting Accelerated Approval of a

Proposed Rule Change Related to

General Motors Corporate Action

May 18, 2000.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

May 15, 2000, the National Securities

Clearing Corporation (‘‘NSCC’’) filed

with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I and II below, which items have

been prepared primarily by NSCC. The

Commission is publishing this notice

and order to solicit comments from

interested persons and to grant

accelerated approval of the proposal.

1. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The purpose of the proposed rule

change is to allow the General Motors

Corporation (‘‘GM’’) corporate action to

be processed through NSCC’s

continuous net settlement (‘‘CNS’’)

system.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for the Proposed Rule

Change

In its filing with the Commission,

NSCC included statements concerning

the purpose of and basis for the

proposed rule change and discussed any

comments it received on the proposed

rule change. The text of these statements

may be examined at the places specified

in Item IV below. NSCC has prepared

summaries, set forth in sections (A), (B),

and (C) below, of the most significant

aspects of such statements.2

(A) Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

GM has offered to exchange 1.065

shares of Class H common stock for each

share of $1 2⁄3 par value common stock

up to an aggregate of 86,396,977 shares

of $1 2⁄3 par value common stock.3

Under the terms of this tender offer, the

treatment of a tender is dependent on

the number of shares tendered and the

calculation of the broker solicitation fee.

Under normal circumstances, the

differing treatments caused the tender

offer to be ineligible for processing in

CNS, and NSCC would exit the security

from CNS and would issue balance

orders. However, because of the size of

this issue and the operational impact

exiting this security from CNS would

have on NSCC’s participants, NSCC has

filed this rule change to allow NSCC to

process this corporate action in CNS.

This filing and the procedures

established by it will only be applicable

to the voluntary GM corporate action

referenced therein.4

For the purposes of processing this

tender offer only, the following

additional procedures will be followed:

NSCC will process both the round-lot

(shareholders of more than 100 shares)

and the odd-lot (shareholders of 99

shares or less) portions of this tender

offer by using both the CNS G and H

reorganization subaccounts. The roundlot portion of this offer will be

processed in the CNS G account and the

odd-lot portion of this offer will be

processed in the CNS H account. This

differentiation will permit NSCC to

credit long participants with positions

in the H account at 100 percent and

positions in the G account at the amount

determined in accordance with the

terms of the offer. Long participants

must follow normal CNS by 6:00 p.m.

on expiration plus two (‘‘E+2’’). Short

participant will receive their potential

liability report as usual on the morning

of E+2 and will receive the liability

report on the morning of E+4. NSCC

notes that the total number of shares for

which short participants will be liable

will be based on the total number of odd

lot shares plus the number of round lot

shares eligible for the exchange.

Submission of shares by a long

participant to the G and H subaccounts

constitutes a representation by such

participant that the request for

protection conforms to the terms of the

offer.

In addition to processing the

corporate action as described above,

NSCC will take the following steps with

respect to the broker solicitation fee.

NSCC will establish positions in a

‘‘USER’’ CUSIP for all shares moved to

CNS subaccounts G and H (long and

short). These positions do not represent

separate instructions for the delivery

and receipt of any shares. These

positions will be valued at .01 cent per

share. On the same day that the

positions are established, the

corresponding values will be debited

and credited through NSCC. Reversals

of these amounts will take place through

NSCC the following business day.

NSCC will issue special receive and

deliver instructions naming long and

short participants for positions

established in the ‘‘USER’’ CUSIP. Each

special deliver instruction issued to a

short participant represents liability to

the named contra participant for any

solicitation fees for which such contra

participant is entitled to make claim

under the terms of the corporate action.

All such claims will be made directly

between the parties as promptly as

possible and are not guaranteed by

NSCC.

NSCC believes that the proposed rule

change is consistent with the

requirements of the Act and the rules

and regulations thereunder. In

particular, the proposed rule change is

consistent with Section 17A(b)(3)(F) of

the Act 5 which requires that the rules

of a clearing agency be designed to

promote the prompt and accurate

clearance and settlement of securities

transactions.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

NSCC does not believe that the

proposed rule change will have an

impact on or impose a burden on

competition.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

No written comments have been

solicited or received. NSCC will notify

the Commission of any written

comments received by NSCC.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

The Commission finds that the

proposed rule change is consistent with

the requirements of the Act and the

rules and regulations thereunder and

particularly with the requirements of

Section 17A(b)(3)(F).6 Section

Federal Register / Vol. 65, No. 102 / Thursday, May 25, 2000 / Notices 33855

7 15 U.S.C. 78s(b)(2).

8 17 CFR 200.30–3(a)(12).

17A(b)(3)(F) requires that the rules of a

clearing agency be designed to promote

the prompt and accurate clearance and

settlement of securities transactions.

Allowing this corporate action to be

processed in the CNS system should

help ensure the tenders processed

through NSCC will be promptly and

accurately cleared and settled.

NSCC has requested that the

Commission approve the proposed rule

change prior to the thirtieth day after

publication of the notice of the filing.

The Commission finds good cause for

approving the rule change prior to the

thirtieth day after publication because

such approval will allow NSCC to

process this corporate action in the CNS

system.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing,

including whether the proposed rule

change is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW,

Washington, DC 20549–0609. Copies of

the submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change 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, 450 Fifth Street, NW,

Washington, DC 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of NSCC. All submissions should

refer to File No. SR–NSCC–00–06 and

should be submitted by June 15, 2000.

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,7 that the

proposed rule change (File No. SR–

NSCC–00–06) be and hereby is

approved.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.8

Jonathan G. Katz,

Secretary.

[FR Doc. 00–13148 Filed 5–24–00; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

National Small Business Development

Center Advisory Board Public Meeting

The U.S. Small Business

Administration National Small Business

Development Center Advisory Board

will hold a public meeting on Sunday,

August 6, 2000, from 10 a.m. to 4 p.m.

at the Double Tree Hotel, Portland,

Maine to discuss such matters as may be

presented by members, staff of the U.S.

Small Business Administration, or

others present.

For further information, please write

or call Ellen Thrasher, U. S. Small

Business Administration, 409 Third

Street, SW, Fourth Floor, Washington,

DC 20416. Telephone number (202)

205–6817.

Bettie Baca,

Counselor to the Administrator.

[FR Doc. 00–13094 Filed 5–24–00; 8:45 am]

BILLING CODE 8025–01–U ]

SMALL BUSINESS ADMINISTRATION

Region IV, North Florida District;

Jacksonville, Florida; Advisory Council

Meeting; Public Meeting

The U. S. Small Business

Administration, North Florida District

Office, Jacksonville, Florida, Advisory

Council will hold a public meeting from

2 p.m. to 3 p.m., June 15, 2000, at the

Caribe Royale Resort, 14300

International Drive, Orlando, Florida, in

conjunction with the SBA Florida State

Lenders’ Conference, to discuss such

matters as may be presented by

members, staff of the U. S. Small

Business Administration, or others

present. For further information, write

or call Claudia D. Taylor, U. S. Small

Business Administration, 7825

Baymeadows Way, Suite 100-B,

Jacksonville, Florida 32256–7504,

telephone (904) 443–1933.

Bettie Baca,

Counselor to the Administrator/Public

Liaison.

[FR Doc. 00–13093 Filed 5–24–00; 8:45 am]

BILLING CODE 8025–01–U

DEPARTMENT OF STATE

[Public Notice 3317]

Civic Education Curriculum

Development and Teacher Training

Program for Romania

NOTICE: Request for Proposals.

SUMMARY: The Humphrey Fellowships

and Institutional Linkages Branch of the

Office of Global Educational Programs

of the Bureau of Educational and

Cultural Affairs announces an open

competition for the Civic Education

Curriculum Development and Teacher

Training Project for Romania. Public

and private non-profit organizations

meeting the provisions described in IRS

regulation 26 CFR 1.501c may submit

proposals to cooperate with the Bureau

in the administration of a two-year

project to support the development and

implementation of new curriculum

units for an eleventh grade civic

education and comparative government

course in Romania. The grant will

award up to $194,000 to facilitate the

project. The U.S. organization will work

in coordination with the Ministry of

Education and its appointees in

Romania; the public affairs section of

the U.S. Embassy in Bucharest; and an

advisory group of Romanian civic

educators. The program will comprise

two phases of activity: (1) Selection of

an eight-member curriculum

development team of Romanian

educators and preliminary consultations

in Bucharest; (2) an eight- to ten-week

U.S.-based curriculum development

workshop in which the team will

produce draft curriculum units and a

teacher’s manual for an eleventh-grade

comparative government course.

In addition to the activity described in

this solicitation, additional program

activities may be undertaken during a

third phase. Contingent upon successful

completion of Phases I and II, the

grantee may be invited to continue

program activities with additional

funding that may be provided by the

Bureau. These activities would include

follow-up consultations in Romania to

assist in the further development,

review, and field-testing of the draft

curricular materials and in the training

of a larger group of Romanian

practitioners in their utilization.

The Bureau solicits detailed proposals

from U.S. educational institutions and

public and private non-profit

organizations to develop and administer

this project. Grantee organizations will

consult regularly with the Bureau and

with the public affairs section at the

U.S. Embassy in Bucharest with regard

to participant selection, program

implementation, direction, and

assessment. Proposals should

demonstrate an understanding of the

issues confronting education in

Romania as well as expertise in civic

education, political science, and

curriculum development. The Bureau

encourages applicants who can draw on

the contributions of political scientists

to civic education and comparative

government curricula in the United