Federal Register / Vol. 62, No. 158 / Friday, August 15, 1997 / Notices 43763

6 In EPUK’s view, such restrictions would not be

necessary because the interest payments by EPUK

on the Subordinated Securities will be sufficient to

fully service the distributions on Entity Interests.

7The price for Entity Interests to be sold through

the competitive bidding process is expected to

range from 95% to 105% of the liquidation amount

of that particular series of Entity Interests.

8EPUK states that neither the proceeds from the

issuance and sale of Entity Interests nor any savings

derived from the repayment of the LE Credit

Facility will be used to make new investments in

an exempt wholesale generator, as defined in

section 32 of the Act, or any other FUCO.

Entity Interests, whereupon the Entity

Interests would be canceled.

In the event Subordinated Securities

are not treated as indebtedness for

United Kingdom income tax purposes or

the Issuing Entity is not treated as a

partnership or trust, as the case may be,

for United States income tax purposes,

and the Issuing Entity is required to

withhold or deduct certain amounts

from payments on the Entity Interests,

the Issuing Entity may have the

obligation, if the Entity Interests are not

redeemed or exchanged, to ‘‘gross up’’

such payments so that the holders of the

Entity Interests will receive the same

payment after withholding or deduction

as they would have received if no

withholding or deduction were

required.

In the event of liquidation,

dissolution or winding up of the Issuing

Entity, holders of Entity Interests will be

entitled to receive out of assets available

for distribution before any distribution

of assets to the general partner if the

Issuing Entity is a Limited Partnership

or to EPUK if the Issuing Entity is a

Trust, an amount equal to the stated

liquidation preference of the Entity

Interests plus any accrued and unpaid

distributions.

EPUK states that the constituent

documents governing the Issuing Entity

will contain provisions limiting the

Issuing Entity’s activities to (i) the

issuance and sale of Entity Interests, (ii)

the use of proceeds from the sale of

Entity Interests and the equity

contributions from EPUK to purchase

Subordinated Securities, (iii) the receipt

of interest on the Subordinated

Securities and (iv) the payment of

distributions on the Entity Interests.

Moreover, EPUK represents that the

constituent documents of the Issuing

Entity will not include any interest or

distribution coverage or capitalization

ratio restrictions on the issuing Entity’s

ability to issue and sell additional Entity

Interests.6 Transfer restrictions will

apply to transfers of the general partner

interest or voting interests, as the case

may be.

EPUK anticipates that the issuance

and sale of Entity Interests will be by

means of competitive bidding,7 or

negotiated public offering or private

placement with institutional investors.

The commission payable to

underwriters is not expected to exceed

the lesser of 3.25% of the principal

amount of the Entity Interests to be sold

or an amount payable for comparable

issuances of securities having terms,

conditions and features similar to those

of the Entity Interests.

EPUK intends to use the net proceeds

from the issuance and sale of Entity

Interests to repay a portion of the credit

facility used to finance the acquisition

of LE (‘‘LE Credit Facility’’).8 In

connection with such repayment, the LE

Credit Facility may be amended and

restated, and one or more subsidiaries of

Entergy formed to hold, with EPUK, LE,

may be required to become a guarantor

or co-maker of, or jointly or severally

obligated to make payments under the

amended and restated LE Credit

Facility.

Central and South West Corporation, et

al. (70–9083)

Central and South West Corporation,

a Delaware corporation (‘‘CSW’’) and a

registered holding company under the

Act, CSW Energy, Inc., a Texas

corporation, and EnerShop, Inc., a

Delaware corporation, all located at

1616 Woodall Rodgers Freeway, P.O.

Box 660164, Dallas, Texas 75202, and

collectively referred to as the

‘‘Applicants,’’ have filed a declaration

under sections 6(a), 7 and 12(b) of the

Act, and rules 45 and 54 thereunder.

Applicants state that under rule 58 of

the Act, they intend to acquire the

securities of or interests in one or more

companies that will engage in all forms

of brokering and marketing transactions

involving electricity and other energy

commodities, including natural gas, oil

and coal, at wholesale and retail,

through one or more associate energyrelated companies (hereinafter referred

to as ‘‘Marketing Companies’’), and to

provide incidental related services, such

as fuel management, storage and

procurement (‘‘Marketing Activities’’).

In addition, the Applicants from time to

time state that they may acquire the

securities of or interests in the business

of one or more other companies, each of

which will engage exclusively in

energy-related activities under rule 58

(collectively with Marketing Companies,

‘‘Energy-Related Companies’’).

In connection with the activities of

the Energy-Related Companies, the

Applicants seek authority to issue or

arrange various kinds of credit support

in an aggregate amount that will not

exceed $250 million, as required or

appropriate for any Energy-Related

Company, directly or indirectly: (i) to

secure debt financing; (ii) to satisfy bid

bond requirements; and/or (iii) to satisfy

credit support requirements in

connection with exempt activities

conducted by Energy-Related

Companies and/or financing documents

and agreements to which any EnergyRelated Company (directly or indirectly)

becomes a party (‘‘Guarantees’’). The

Applicants state that any Guarantee

issued by them on behalf of any EnergyRelated Company will be included in

the determination of aggregate

investment for purposes of rule 58.

The debt financing guaranteed by the

Applicants will not: (i) exceed a term of

fifteen years; or (ii)(a) bear a rate

equivalent to a floating interest rate in

excess of 2% over the prime rate,

London Interbank Offered Rate or other

appropriate index, in effect from time to

time, or (b) bear a fixed rate in excess

of 2.5% above the yield at the time of

issuance of United States Treasury

obligations of a comparable maturity.

Any commitment or other fees with

respect to the debt will not exceed one

percent per annum of the total amount

of debt financing.

The Applicants state that the EnergyRelated Companies will take

appropriate measures in the normal

course of their business to mitigate the

risks associated with electric power and

fuel purchase or sale contracts. CSW

will not seek recovery through higher

rates to customers of its operating utility

company subsidiaries to compensate

CSW for any possible losses that it may

sustain in connection with Guarantees

or its investment in Energy-Related

Companies.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–21594 Filed 8–14–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38911; File No. SR–DCC–

97–08]

Self-Regulatory Organizations; Delta

Clearing Corp.; Notice of Filing and

Immediate Effectiveness of a Proposed

Rule Change Relating to the

Amendment of Fees Charged for

Options

August 8, 1997.

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

Securities Exchange Act of 1934
43764 Federal Register / Vol. 62, No. 158 / Friday, August 15, 1997 / Notices

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

2The Commission has modified parts of these

statements.

3 15 U.S.C. 78q–1(b)(3)(D).

4 15 U.S.C. 78s(b)(3)(A)(ii).

5 17 CFR 240.19b(e)(2).

6 17 CFR 200.30–3 (a)(12).

1 15 U.S.C. § 78s(b)(1) (1988).

2 17 CFR 240.19b–4 (1991).

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

July 30, 1997, Delta Clearing Corp.

(‘‘DCC’’) filed with the Securities and

Exchange Commission (‘‘Commission’’)

the proposed rule change as described

in Items I, II, and III below, which items

have been prepared primarily by DCC.

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 purpose of the proposed rule

change is to amend DCC’s fee schedule

for the clearance of options on U.S.

Government securities.

II. Self-Regulatory Organization’s

Statement for the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

DCC included statements concerning

the purpose of and statutory basis for

the proposed rule change. The text of

these statements may be examined at

the places specified in Item IV below.

DCC had 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

Currently, DCC charges each party to

an options contract submitted to DCC

for settlement a fee based on the

maturity date of the option. Each

participant pays five dollars for options

that mature within fourteen days, ten

dollars for options that mature within

fifteen to ninety days, and fifteen dollars

for options that mature within ninetyone days to two years.

The proposed rule change amends

DCC’s fee schedule for the clearance of

options. Each participant will pay a fee

of three dollars for options that mature

within thirty-three days, four dollars for

options that mature within thirty-four to

sixty-three days, five dollars for options

that mature within sixty-four to 123

days, and seven dollars for options that

mature within 124 days to two years. In

addition, participants will be charged

all out of pocket charges including but

not limited to charges by Federal

Reserve banks for delivery of securities

and money through FedWire and any

charges by DCC’s clearing bank.

DCC believes that the proposed rule

change is consistent with Section

17A(b)(3)(D) of the Act,3 which requires

that the rules of a registered clearing

agency provide for equitable allocation

of reasonable dues, fees, and other

charges for services which it provides to

its participants. DCC believes that the

proposed rule change will result in

increased utilization of its clearing

services thereby resulting in more

securities transactions being cleared and

settled through a registered clearing

agency environment.

(B) Self-Regulatory Organization’s

Statement on Burden on Competition

DCC does not believe that the

proposed rule change will impose any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act.

(C) Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants or Others

Comments were neither solicited nor

received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Because the foregoing rule change

establishes or changes a due, fee, or

other charge imposed by DCC, it has

become effective pursuant to Section

19(b) (3)(A)(ii) of the Act 4 and Rule

19b–4(e)(2) thereunder.5 At any time

within sixty days of the filing of the

proposed rule change, the Commission

may summarily abrogate such rule

change if it appears to the Commission

that such action is necessary or

appropriate in the public interest, for

the protection of investors, or otherwise

in furtherance of the purposes of the

Act.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. 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

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at DCC. All

submissions should refer to the File No.

SR–DCC–97–08 and should be

submitted by September 5, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.6

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–21682 Filed 8–14–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38912; File No. SR–PCX–

97–23]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Pacific Exchange, Inc. (‘‘PCX’’ Relating

to Revision of Membership Definitions

in the PCX Constitution and Clarifying

Constitutional Transfer Language

August 8, 1997.

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 July 23,

1997, the Pacific Exchange Inc. (‘‘PCX’’

or ‘‘Exchange’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) the proposed

rule change as described in Items I, II

and III below, which Items have been

prepared by the Exchange. 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 Exchange is proposing to amend

Articles V and VII of the Constitution to

reflect a Board and member vote to

revise certain membership definitions in

the Constitution and to clarify the

Transfer of Membership Article in the

Constitution. The text of the proposed

rule change is below. Additions are

italicized; deletions are bracketed.