Federal Register / Vol. 62, No. 182 / Friday, September 19, 1997 / Notices 49265

1Holding Co. Act Release Nos. 26516 (May 10,

1996), 25939 (Dec. 6, 1993), 25210 (Dec. 12, 1990),

24594 (Mar. 8, 1988), 22549 (June 28, 1982), 22112

(June 30, 1981), 21639 (June 24, 1980), 21022 (Apr.

27, 1979), 20516 (Apr. 25, 1978).

National Technical Information Service.

NRC information at FedWorld will no

longer be updated and maintained after

that date, except for the NRC

Government Information Locator

System (GILS). GILS will be maintained

at FedWorld until October 1, 1998.

Dated at Rockville, Maryland, this 15th day

of September 1997.

For the Nuclear Regulatory Commission.

A.J. Galante,

Chief Information Officer.

[FR Doc. 97–24916 Filed 9–18–97; 8:45 am]

BILLING CODE 7590–01–U

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26759]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

September 12, 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

October 6, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, DC 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 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.

American Electric Power Company,

Inc. (70–6126)

American Electric Power Company,

Inc. (‘‘AEP’’), 1 Riverside Plaza,

Columbus, Ohio 43215, a registered

holding company, has filed a posteffective amendment under sections

6(a), 7, 32, and 33 of the Act and rule

53 under the Act to an applicationdeclaration filed before under sections

6(a), 7, 9(a), 10, 12(b), 32 and 33 of the

Act and rules 45 and 53 under the Act.

By prior Commission orders,1 AEP

was authorized to issue and sell,

through December 31, 2000, up to 3.8

million shares of its common stock,

$6.50 par value per share (‘‘Common

Stock’’), to the American Electric Power

System Employees Savings Plan

(‘‘Savings Plan’’). Fidelity Management

Trust Company is a trustee of the

Savings Plan (‘‘Trustee’’). As of August

31, 1997, AEP had 519,395 shares of

Common Stock available for issuance

and sale (‘‘Unsold Balance’’).

AEP now proposes, through December

31, 2001, to issue and sell to the

Trustee: (i) the Unsold Balance, plus (ii)

an additional 5 million shares of its

Common Stock (‘‘Additional Common

Stock’’). The Trustee will purchase the

Common Stock for a price equal to the

average of the Common Stock’s high and

low price on the New York Stock

Exchange, determined after the close of

trading for the day. In no event will the

price of the Common Stock be less than

its par value, unless the Trustee

purchases the Common Stock through a

dividend reinvestment plan, the

exercise of stock rights, or other

program similar to dividend

reinvestment plans or stock rights.

The proceeds from the issuance and

sale of the Additional Common Stock

will be used: (i) to pay AEP’s unsecured

debt when it matures, (ii) to purchase

additional common stock of AEP

subsidiaries, (iii) to acquire interests in

exempt wholesale generators (‘‘EWGs’’),

as defined in section 32 of the Act, and

in foreign utility companies (‘‘FUCOs’’),

as defined in section 33 of the Act; and

(iv) for other corporate purposes.

If the proceeds from the issuance and

sale of Common Stock are invested in

EWGs or FUCOs, the investment will be

limited to 50% of the consolidated

retained earnings of AEP determined in

accordance with rule 53 (‘‘Investment

Limit’’). In a separate filing, which the

Commission noticed on April 18, 1997

(HCAR No. 26708), AEP requested

authorization to increase the Investment

Limit to 100% of consolidated retained

earnings. In addition, when the

proceeds from the sale of Common

Stock are invested in EWGs and FUCOs,

the number of shares of Common Stock

sold will be deducted from the 10

million shares of Common Stock

Authorized for these investments by

order dated May 10, 1996 (HCAR No.

26516).

BEC Energy, et al. (70–9057)

BEC Energy, a Massachusetts business

trust (‘‘BEC’’), and its parent company,

Boston Edison Company, a

Massachusetts public-utility holding

company exempt from registration

under section 3(a)(2) of the Act pursuant

to rule 2 (‘‘Boston Edison’’) (together,

‘‘Applicants’’), both located at 800

Boylston Street, Boston, Massachusetts

02199, have filed an application under

section 3(a)(1), 3(a)(2), 9(a) (2) and (10)

of the Act.

The Applicants request an order: (1)

authorizing BEC to acquire directly all

of the outstanding common stock of

Boston Edison and to acquire indirectly

all of the outstanding common stock of

Boston Edison’s electric utility

subsidiary company, Harbor Electric

Energy Company (‘‘HEEC’’); (2) granting

BEC an exemption under section 3(a)(1)

from all provisions of the Act, except

section 9(a)(2); and (3) granting Boston

Edison an exemption under section

3(a)(2) from all provision of the Act,

except section 9(a)(2). The Applicants

state that the proposed restructuring

will establish a more appropriate

corporate structure to conduct

nonutility business activities, while

providing a mechanism for protecting

the utility business and utility

customers of Boston Edison and HEEC

from the risks and costs of these

activities.

BEC is organized under Massachusetts

law to carry out the proposed

restructuring and will become the

holding company over Boston Edison.

BEC holds all of the outstanding

common stock of Boston Edison

Mergeco Electric Company, Inc.

(‘‘Merger-Sub’’), that has also been

formed to carry out the proposed

restructuring. Neither BEC nor MergerSub presently conduct any business or

own any utility assets.

Boston Edison and HEEC are engaged

principally in the generation, purchase,

transmission, distribution and sale of

electric energy. Boston Edison provides

electricity at retail to an area of 590

square miles, including the City of

Boston and 39 surrounding cities and

towns. In 1996, Boston Edison served an

average of 657,487 customers. Boston

Edison also supplies electricity at

wholesale for resale to other electric

utilities and municipal electric

departments. Boston Edison is subject to

regulation by the Massachusetts

Department of Public Utilities. Boston

Edison also engages directly in certain
49266 Federal Register / Vol. 62, No. 182 / Friday, September 19, 1997 / Notices

2The nine subsidiaries are Boston Edison

Services, Inc., Energyvision, LLC, BecoCom, Inc.,

RCN/BETG, LLC, Northwind Boston, LLC, Coneco

Corporation, Coneco Financial Corporation,

TravElectric Services Corporation, and Rez-Tek

International Corporation (‘‘Nonutility

Subsidiaries’’). Boston Edison’s nonutility

operations contributed a net loss of approximately

$600,000 (or less than 1%) to Boston Edison’s

aggregate after-tax-net income in fiscal year 1996.

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

2 17 CFR 240.19b–4.

3Amendment No. 1 clarifies how the Exchange

intends to distinguish between the HK Index option

contract using the old calculation method and the

new HK Index option contract using the new

floating rate calculation method. In addition,

Amendment No. 1 states that the Exchange intends

to issue an Information Circular to advise its

members of the new calculation method, discussing

the new method and the procedures for phasing in

the contracts using the new calculation method and

phasing out those contracts using the old

calculation method. Finally, the Exchange attached

a description of the calculation method used by

WM/Reuters for calculating their closing spot rates

for the Hong Kong dollar. See letter from Claire P.

McGrath, Vice President and Special Counsel,

Amex, to Ivette Lopez, Assistant Director, Division

of Market Regulation, Commission, dated July 8,

1997.

4See Securities Exchange Act Release No. 33894

(April 11, 1994), 59 FR 18429 (April 18, 1994).

5As of April 14, 1997, the exchange rate was

approximately HK $7.75 per U.S. $1.

nonutility businesses through its wholly

owned subsidiary, Boston Energy

Technology Group (‘‘BETG’’) and

indirectly through nine BETG

subsidiaries.2

The Applicants propose to form the

holding company structure under an

Agreement and Plan of Merger to be

entered into among Boston Edison, BEC

and Merger-Sub (‘‘Plan of Merger’’).

Under the terms of the Plan of Merger,

Merger-Sub would be merged

(‘‘Merger’’) with Boston Edison, and

each outstanding share of common stock

of Merger-Sub would be converted into

one share of common stock, $1.00 per

value per share, of Boston Edison

(‘‘Boston Edison Stock’’). Subsequently,

each outstanding share of Boston Edison

Stock would be converted into one

common share, $1.00 par value per

share, of BEC (‘‘BEC Common Stock’’).

Upon consummation of the Merger,

each person that owns Boston Edison

Stock immediately prior to the Merger

will own a corresponding number of the

outstanding shares of BEC Common

Stock, and BEC will own all of the

outstanding Boston Edison Stock.

After the Merger, Boston Edison will

transfer to BEC, by stock dividend or

otherwise, the common stock of BETG.

BEC will then engage in nonutility

business activities through BETG and

the Nonutility Subsidiaries. After the

Merger, BEC will directly own Boston

Edison and BETG, and HEEC will

continue to be a public-utility

subsidiary of Boston Edison.

The preferred stock of Boston Edison

(‘‘Preferred Stock’’) and all indebtedness

of Boston Edison will remain securities

and obligations of Boston Edison after

the Merger. Consequently, the

Applicants state that the holders of

Boston Edison’s debt securities and the

Preferred Stock will not be affected by

the proposed restructuring.

BEC asserts that, following the

consummation of the proposed

restructuring, it will be a public-utility

holding company entitled to an

exemption from registration under

section 3(a)(1) of the Act, because it and

each of its public-utility subsidiaries

from which it derives a material part of

its income will be predominately

intrastate in character and will carry on

their business substantially within the

state of Massachusetts. Boston Edison

claims that it will continue to be a

public-utility holding company entitled

to an exemption under section 3(a)(2) of

the Act, because it is predominantly a

public-utility company whose

operations do not extend beyond its

state of organization or any contiguous

states.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–24971 Filed 9–18–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39064; File No. SR–Amex–

97–18]

Self-Regulatory Organizations;

American Stock Exchange, Inc.; Order

Granting Approval to Proposed Rule

Change and Notice of Filing and Order

Granting Accelerated Approval to

Amendment No. 1 to the Proposed

Rule Change to Amend the Manner of

Calculation of the Hong Kong Option

Index

September 12, 1997.

I. Introduction

On April 9, 1997, the American Stock

Exchange, Inc. (‘‘Amex’’ or ‘‘Exchange’’)

submitted to the Securities and

Exchange Commission (‘‘Commission’’),

pursuant to section 19(b)(1) of the

Securities Exchange Act of 1934 (‘‘Act) 1

and Rule 19b–4 thereunder,2 a proposed

rule change to amend the manner of

calculation of the Hong Kong Option

Index (‘‘HK Index’’).

Notice of the proposed rule change,

together with the substance of the

proposal, was published for comment in

Securities Exchange Act Release No.

38651 (May 16, 1997), 62 FR 28524

(May 23, 1997). The Exchange filed

Amendment No. 1 to the proposed rule

change on July 9, 1997.3 No comments

were received on the proposal. This

order approves the proposed rule

change, as amended.

II. Description

The proposed rule change amends the

manner in which Amex calculates the

HK Index by using a floating rate of

exchange for the Hong Kong dollar

rather than a fixed value. On April 11,

1994, Amex received approval to trade

standardized options on the HK Index.4

The HK Index is a broad-based

capitalization-weighted stock index

designed and maintained by Amex,

based on the capitalizations of 30 stocks

that are traded on the Hong Kong Stock

Exchange (‘‘HKSE’’) and whose issuers

have major business interests located in

Hong Kong. The HK Index value is

calculated by multiplying the price of

each component security (in Hong Kong

dollars) by its number of shares

outstanding, adding the sums, and

dividing by the current HK Index

divisor. For valuation purposes, one HK

Index unit is assigned a fixed value of

one U.S. dollar. The Exchange adopted

a fixed value for the HK Index unit

because Hong Kong has traditionally

pegged the value of the Hong Kong

dollar to the U.S. dollar.5

At midnight on June 30, 1997,

sovereignty over Hong Kong transferred

from the United Kingdom to the

People’s Republic of China, and Hong

Kong became a Special Administrative

Region of China. In its filing, Amex

notes that while there has been much

debate over what this will mean

financially, politically, and socially for

the former British colony, statements

from the People’s Republic of China

indicate that the existing currency and

financial systems of Hong Kong will

remain unchanged. In order, however,

to be prepared for any possible changes

with respect to the Hong Kong dollar,

such as a change in the policy of

pegging its value to the U.S. dollar, the

Exchange has determined to adopt a

floating rate of exchange for the Hong

Kong dollar when calculating the value

of the HK Index.

Amex will use the WM/Reuters Hong

Kong dollar/U.S. dollar exchange rate

available at 4 p.m. London time, which

is based on market rates. These

underlying market rates will be

commercial interbank bid and offer

rates. Representative rates for each

currency are selected based on a number