4824 Federal Register / Vol. 62, No. 21 / Friday, January 31, 1997 / Notices

among mutual funds with similar

management and investment objectives.

In addition, Applicants state that the

elimination of four of the FAA funds

after the proposed substitution will

allow FMR, the advisor for the VIP and

VIPII portfolios (as well as for the FAA

funds), to eliminate duplicative efforts

and realize further economies of scale

(through the addition of assets to the

VIP and VIPII portfolios), which can be

then passed on to owners of the

Contracts issued by the Separate

Account in the form of lower expense

ratios and the opportunity for better

investment performance.

6. Applicants represent that the

substitution will take place at relative

net asset value with no increase or

decrease in the amount of any Contract

owner’s Contract value. In addition, the

substitution will result in no additional

fees for Contract owners, nor will

current charges be increased. None of

the contractual obligations currently

assumed by the Company will in any

way be abridged or modified as a result

of the substitution.

7. Applicants further represent that

Contract owners will in no way bear any

added cost or expense in connection

with the proposed substitution,

including any additional brokerage costs

or expense. In addition, Contract owners

will be apprised of the substitution well

in advance of the Exchange Date. The

Contracts permit exchanges among

funds as often as once per business day

with no charge. Accordingly, Contract

owners will be free to re-allocate their

investment in the Contracts, if they

choose to do so, prior to the Exchange

Date. The proposed substitution will in

no way alter a Contract owner’s right to

surrender a Contract in accordance with

its terms.

8. Applicants further represent that

the proposed substitution should in no

way affect whatever tax benefits

Contract owners currently enjoy as a

result of holding the Contracts and will

not engender any adverse tax

consequences.

Conclusion

For the reasons summarized above,

applicants assert that the proposed

substitution is consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the 1940 Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–2358 Filed 1–30–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26654]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

January 24, 1997.

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 thereunder. 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 amendments thereto is/are available

for public inspection through the

Commission’s Office 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

February 18, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, 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 case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact 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 said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Allegheny Power Service Corporation, et

al. (70–8941)

Allegheny Power Service Corporation

(‘‘APSC’’), 800 Cabin Hill Drive,

Greensburg, Pennsylvania 15601, a

wholly-owned subsidiary service

corporation of Allegheny Power System,

Inc. (‘‘APS’’), a registered holding

company, and Monongahela Power

Company, 1310 Fairmont Avenue, West

Virginia 26554, The Potomac Edison

Company, 10435 Downsville Pike,

Hagerstown, Maryland 21740 and West

Penn Power Company, 800 Cabin Hill

Drive, Greensburg, Pennsylvania 15601,

all public-utility subsidiary companies

of APS (collectively, ‘‘Operating

Companies’’), have filed a declaration

under section 13(b) of the Act and rules

87(b)(1), 90 and 91 thereunder.

APSC proposes to amend Exhibit I

(‘‘Proposed Amendment’’) to its service

agreements with the Operating

Companies (‘‘Service Agreements’’) to

reflect changes in the scope of services

APSC will provide to the Operating

Companies. The changes are in large

part a further consolidation of services

already performed by APSC, some of

which began on January 1, 1996, and the

rest on July 1, 1996. In addition, the

Operating Companies propose to enter

into a service agreement among

themselves, similar to the existing

Service Agreements, that will the

Operating Companies to perform

services for one another and properly

allocate the costs of such services.

In 1995, APS announces its intention

to undertake a restructuring designed to

consolidate and reengineer its

operations to better meet the

competitive challenges of the changing

electric utility industry and remain the

energy supplier of choice in the future

for its customers. Beginning January 1,

1996, APSC began to realign its

organization to create distinct power

generation and energy transmission and

distribution groups. As of July 1, 1996,

the Operating Companies restructured,

including the reengineering of processes

and the consolidation of functions with

services already provided by APSC. In

addition, although the Operating

Companies have not changed their legal

corporate names, nor altered in any

manner ownership of capital assets,

they began doing business under the

trade name ‘‘Allegheny Power’’ as of

September 1, 1996.

The restructuring is an effort to

further control costs, operate more

efficiently, and prepare for the

anticipated increases in retail and

wholesale competition among suppliers

of electricity, beginning with the Energy

Policy Act of 1992. APS’ goal is to

expand by attracting new customers to

its service area and, to the extent legally

permitted, aggressively pursue new

business within and outside its service

area, using its resources efficiently and

capitalizing on its competitive strengths.

Allegheny Power expects to realize a

number of benefits from its

restructuring. Beginning in 1996 and

continuing into the future, increased

efficiencies and synergies are expected

to result from the elimination of layers

of management and the elimination of

previously duplicated functions. The

flattening, streamlining and

consolidation of functions within the

organization will lead to enhanced

efficiency and communication, which

should translate into a reduction in the

rate of growth in operating and

maintenance costs and thereby

minimize the need for future rate

increases.

In general, the restructuring

consolidated in APSC certain functions

which previously were either performed
Federal Register / Vol. 62, No. 21 / Friday, January 31, 1997 / Notices 4825

1The service territory of JCP&L is in New Jersey

and the service territories of Met-Ed and Penelec are

in Pennsylvania.

2Met-Ed and Penelec, together, and JCP&L, alone,

are authorized to deliver L/Cs in the aggregate face

amount not to exceed $20 million and $15 million,

respectively. Holding Co. Act Release No. 25793

(Apr. 14, 1993) (Met-Ed and Penelec); Holding Co.

Act Release No. 26003 (Mar. 15, 1994) (JCP&L).

separately by employees of each APS’

three Operating Companies, or by

employees of the Operating Companies

along with employees of APSC. Except

for the union work force and possibly

some other employees, the management,

engineering, maintenance, legal,

accounting, payables and administrative

and support functions previously

performed by employees of the

Operating Companies will be supplied,

after the realignment, by employees of

APSC. APS has been restructured into

the following functional units:

Operating Business Unit; Retail

Marketing; Corporate Affairs;

Generation Business Unit; Transmission

Business Unit; Planning and

Compliance Business Unit; and

Corporate Services, which serves the

business units. The restructuring did

not involve the formation of any new

legal entities, nor did it require the

writedown of any rate base assets. No

capital assets were transferred among

companies within APS in connection

with the restructuring. APSC’s current

method of allocations will be

maintained in the restructured

organization. No new methods of

allocations will be used.

The overall goals of the restructuring

have been to realign functions by

process and consolidate functions

where feasible. As a result thereof, most

of the functions which were performed

exclusively by the Operating Companies

have been consolidated into three units:

(1) Operating Business Unit; (2) Retail

Marketing Business Unit; and (3)

Corporate Affairs. The Vice Presidents

of these groups all report to a Senior

Vice President of APSC, who also holds

the title of President of each of the

Operating Companies. Some of the main

goals of the restructuring of these

functions include establishing a teamoriented environment, maintaining

fewer layers of management,

establishing broader job classifications,

and establishing an integrated work

management system to schedule, design,

track, and finish jobs.

GPU, Inc., et al. (70–8967)

GPU, Inc. (‘‘GPU’’), of 100 Interpace

Parkway, Parsippany, New Jersey 07054,

a registered holding company, and its

electric utility subsidiaries, Jersey

Central Power & Light Company

(‘‘JCP&L’’), Metropolitan Edison

Company (‘‘Met-Ed’’) and Pennsylvania

Electric Company (‘‘Penelec’’), each of

2800 Pottsville Pike, Reading,

Pennsylvania 19605 (JCP&L, Met-Ed and

Penelec, collectively, ‘‘Operating

Companies’’), have filed a declaration

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

Act and rule 54 thereunder.

The Operating Companies presently

maintain insurance policies providing

coverage for workers compensation

claims and employee claims asserted

directly against the Operating

Companies.1 Under these policies, the

insurance company administers and

pays all claims and expenses as they

arise; subsequently, however, the

Operating Companies reimburse the

insurance company for the amount of

each claim paid up to the deductible

and all expenses paid. Pursuant to

orders of the Commission, the Operating

Companies are authorized, among other

things, to enter into letter of credit

reimbursement agreements with banks

and to deliver to the insurance company

irrevocable bank letters of credit (‘‘L/

Cs’’) from time to time through

December 31, 1998, as security for the

Operating Companies’ obligations to pay

the deductible.2

The Operating Companies state that it

might be more efficient for the

insurance policies to cover, in addition

to their employees, the Pennsylvania

and New Jersey employees of GPU

Service, Inc., GPU Nuclear, Inc. and

GPU Generation, Inc., service company

subsidiaries of GPU (collectively,

‘‘Service Companies’’). To support the

obligations of the Service Companies to

pay the deductible, the applicants

intend that corresponding, additional L/

C coverage provided to the insurance

companies.

The applicants also state that it would

be cost-effective and less burdensome

administratively for GPU to provide L/

Cs for the Operating Companies and

Service Companies. GPU seeks

authorization to obtain and deliver L/Cs

and enter related reimbursement

agreements from time to time through

December 31, 2006 in support of the

Operating Companies’ and Service

Companies’ reimbursement obligations

to the insurance companies. The

aggregate face amount of L/Cs which

may be outstanding at any time would

not exceed $40 million: $20 million in

respect of all Pennsylvania employees of

the Operating Companies and Service

Companies, and the remaining $20

million in respect of all New Jersey

employees of the Operating Companies

and Service Companies. Drawings under

the L/C would bear interest at not more

than five percent above the issuing

bank’s prime rate as in effect from time

to time. The term of each L/C would not

exceed three years.

GPU will allocate the fees of each L/

C to the Operating Companies and

Service Companies on whose behalf the

L/C was issued based on loss exposure

(determined generally by payroll) in the

applicable state. GPU will also seek

reimbursement for a drawing under an

L/C from the Operating Company or

Service Company that failed to

reimburse the insurance company for

the applicable deductible resulting in

such drawing.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–2359 Filed 1–30–97; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

[Public Notice No. 2508]

Advisory Committee on Religious

Freedom Abroad; Meeting

The Department of State announces a

meeting of the Secretary of State’s

Advisory Committee on Religious

Freedom Abroad on Thursday, February

13, 1997 at 10:00 a.m. in the Loy

Henderson room at the U.S. Department

of State, Washington, DC. The Advisory

Committee will consider topics related

to the promotion of freedom of religion.

Topics for consideration could include:

Assessing religious freedom abroad and

instances of persecution, and assessing

the role of religious institutions in

promoting an atmosphere in which

human rights and freedom of conscience

can be enjoyed.

For more information, contact

Alexandra Arriaga, Executive Secretary,

Advisory Committee on Religious

Freedom Abroad, Bureau of Democracy,

Human Rights, and Labor, Department

of State, Washington, DC 20520,

telephone: 647–1422.

Dated: January 28, 1997.

John Shattuck,

Assistant Secretary of State Bureau of

Democracy, Human Rights and Labor,

Chairman, Advisory Committee on Religious

Freedom Abroad.

[FR Doc. 97–2577 Filed 1–29–97; 1:06 pm]

BILLING CODE 4710–07–M