Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices 60929

withdrawing Violation II.A. Therefore,

Violation II.A should be withdrawn.

[FR Doc. 97–29886 Filed 11–12–97; 8:45 am]

BILLING CODE 7590–01–P

PENSION BENEFIT GUARANTY

CORPORATION

Proposed Submission of Information

Collection for OMB Review; Comment

Request; Allocating Unfunded Vested

Benefits

AGENCY: Pension Benefit Guaranty

Corporation.

ACTION: Notice of intention to request

extension of OMB approval.

SUMMARY: The Pension Benefit Guaranty

Corporation (‘‘PBGC’’) intends to

request that the Office of Management

and Budget (‘‘OMB’’) extend approval,

under the Paperwork Reduction Act, of

a collection of information in its

regulation on Allocating Unfunded

Vested Benefits (29 CFR Part 4211)

(OMB control number 1212–0035;

expires February 28, 1998). This notice

informs the public of the PBGC’s intent

and solicits public comment on the

collection of information.

DATES: Comments should be submitted

by January 12, 1998.

ADDRESSES: Comments may be mailed to

the Office of the General Counsel, suite

340, Pension Benefit Guaranty

Corporation, 1200 K Street, NW.,

Washington, DC 20005–4026, or

delivered to that address between 9 a.m.

and 4 p.m. on business days. Written

comments will be available for public

inspection at the PBGC’s

Communications and Public Affairs

Department, suite 240 at the same

address, between 9 a.m. and 4 p.m. on

business days.

FOR FURTHER INFORMATION CONTACT:

Deborah C. Murphy, Attorney, Office of

the General Counsel, Pension Benefit

Guaranty Corporation, 1200 K Street,

NW., Washington, DC 20005–4026, 202–

326–4024. (For TTY and TDD, call 800–

877–8339 and request connection to

202–326–4024).

SUPPLEMENTARY INFORMATION: Section

4211(c)(5)(A) of the Employee

Retirement Income Security Act of 1974

(‘‘ERISA’’) requires the PBGC to

prescribe by regulation a procedure

whereby multiemployer pension plans

can change the way they allocate

unfunded vested benefits to

withdrawing employers, subject to

PBGC approval. Approval of a change is

to be based on a determination that the

change will not significantly increase

the risk of loss to plan participants or

the PBGC.

The PBGC’s regulation on Allocating

Unfunded Vested Benefits (29 CFR Part

4211) includes, in § 4211.22, rules for

requesting the PBGC’s approval of an

amendment to a plan’s allocation

method. Section 4211.22(d) prescribes

information that the PBGC needs to

identify the plan and evaluate the risk

of loss, if any, posed by the amendment

(and, hence, determine whether it

should approve the amendment).

Section 4211.22(e) requires the

submission of other information that the

PBGC may need to review the

amendment. (The regulation may be

accessed on the PBGC’s home page at

http://www.pbgc.gov.)

The collection of information under

the regulation has been approved by

OMB under control number 1212–0035

through February 28, 1998. The PBGC

intends to request that OMB extend its

approval for another three years. The

PBGC estimates that it receives five

submissions from plan sponsors

annually under the regulation; that

virtually all submissions are prepared

by outside consultants; that the total

annual hour burden of engaging the

services of such consultants is one hour;

and that the total annual cost burden of

having the submissions prepared is

$1,575.

The PBGC is soliciting public

comments to—

• Evaluate whether the proposed

collection of information is necessary

for the proper performance of the

functions of the agency, including

whether the information will have

practical utility;

• Evaluate the accuracy of the

agency’s estimate of the burden of the

proposed collection of information,

including the validity of the

methodology and assumptions used;

• Enhance the quality, utility, and

clarity of the information to be

collected; and

• Minimize the burden of the

collection of information on those who

are to respond, including through the

use of appropriate automated,

electronic, mechanical, or other

technological collection techniques or

other forms of information technology,

e.g., permitting electronic submission of

responses.

Issued in Washington, DC, this 7th day of

November, 1997.

David M. Strauss,

Executive Director, Pension Benefit Guaranty

Corporation.

[FR Doc. 97–29880 Filed 11–12–97; 8:45 am]

BILLING CODE 7708–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26774]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

November 6, 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

December 1, 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.

New England Electric System, et al. (70–

9143); Notice of Proposal to Amend

Articles of Incorporation and Authorize

Registered Holding Company to Acquire

Preferred Stock of Utility Subsidiaries;

Order Authorizing Solicitation of

Proxies

New England Electric System

(‘‘NEES’’), a registered holding

company, and its wholly-owned public

utility subsidiaries, New England Power

Company (‘‘the Power Company’’),

Massachusetts Electric Company (‘‘Mass

Electric’’), and the Narragansett Electric

Company (‘‘Narragansett’’), all located at

25 Research Drive, Westborough,

Massachusetts 01582, have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(c), 12(d) and 12(e) of
60930 Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices

1The Power Company, Mass. Electric and

Narragansett are sometimes referred to individually

as a ‘‘Subsidiary’’ or collectively as ‘‘Subsidiaries.’’

2The four series of Power Company Dividend

Series Preferred Stock consist of a 4.56% series, of

which 100,000 shares are outstanding; a 4.60%

series, of which 80,140 shares are outstanding; a

4.64% series, of which 41,500 shares are

outstanding; and a 6.08% series, of which 100,000

shares are outstanding (each, a ‘‘Power Company

Series’’).

3The Power Company Restriction Provision

specifically provides that the Power Company will

not:

[I]ssue any unsecured notes, debentures or other

securities representing unsecured indebtedness, or

assume any such unsecured securities, for purposes

other than the redemption or other retirement of

outstanding shares of all series of the Dividend

Series Preferred Stock and the Preferred Stock—

Cumulative, if immediately after such issue or

assumption the total principal amount of all

unsecured notes, debentures or other securities

representing unsecured indebtedness issued or

assumed by the corporation and then outstanding

(including unsecured securities then to be issued or

assumed but excluding unsecured securities

theretofore so voted for by holders of Dividend

Series Preferred Stock and Preferred Stock—

Cumulative) (the ‘‘Unsecured Indebtedness’’) would

exceed twenty per cent (20%) of the aggregate of (i)

the total principal amount of all bonds and other

securities representing secured indebtedness issued

or assumed by the corporation and then outstanding

and (ii) the capital, premium and retained earnings

of the corporation as then stated on the books of

account of the corporation; provided, however, that

after July 1, 1976, short-term unsecured

indebtedness shall not exceed ten per cent (10%)

of such aggregate of (i) and (ii) above; and provided,

further, that after July 1, 1976, in the event

unsecured securities representing short-term

unsecured indebtedness (excluding unsecured

securities theretofore so voted for by the holders of

Dividend Series Preferred Stock and Preferred

Stock—Cumulative) exceed ten per cent (10%) of (i)

and (ii) above, no unsecured securities representing

unsecured indebtedness shall be issued or assumed

(except for the purpose of redemption or other

retirement of outstanding shares of all series of the

Dividend Series Preferred Stock and the Preferred

Stock—Cumulative) unless such ratio of short-term

unsecured indebtedness immediately after such

issue or assumption is to be not over ten per cent

(10%) of such aggregate of (i) and (ii) above. ‘‘Shortterm unsecured indebtedness’’ as used herein

means unsecured indebtedness of an original

maturity of less than ten years and ‘‘long-term

unsecured indebtedness’’ means unsecured

indebtedness of ten years or more. For the purposes

hereof, when any long-term unsecured

indebtedness becomes due within ten years, or

when any long-term unsecured indebtedness is to

be retired within ten years through a sinking fund

or otherwise, such long-term unsecured

indebtedness, in each case, shall be considered

short-term unsecured indebtedness; provided,

however, that any long-term unsecured

indebtedness of a single maturity (except as

provided above in respect of a sinking fund

therefore), or the last maturity of any long-term

unsecured indebtedness of serial maturities, shall

not be considered short-term unsecured

indebtedness until due within five years.

the Act and rules 43, 44, 51, 54, 62 and

65 under the Act.1

The Power Company

The Power Company has outstanding

6,449,896 shares of common stock, $100

par value per share (‘‘Power Company

Common Stock’’), all of which are held

by NEES. The Power Company also has

issued a 6% cumulative preferred stock,

outstanding 75,020 shares, $100 par

value (‘‘Power Company Cumulative

Preferred Stock’’). The Power

Company’s other outstanding preferred

stock consists of 321,640 shares of

dividend series preferred stock, $100

par value per share (‘‘Power Company

Dividend Series Preferred Stock’’),

issued in four series.2 There is also

authorized another class of preferred

stock (‘‘Power Company Preferred

Stock—Cumulative’’), $25 par value, of

which there are no series currently

outstanding. The Power Company

Common Stock shares general voting

rights with the Power Company

Cumulative Preferred Stock, and are

entitled to one vote per share. No other

class of Power Company equity

securities is outstanding.

The Power Company’s by-laws and

articles of incorporation (‘‘Power

Company Articles’’) currently provide

that, without a vote of a majority of the

outstanding Power Company Dividend

Series Preferred Stock and Preferred

Stock—Cummulative, the Power

Company will not issue or assume any

evidence of unsecured indebtedness

(except for redemption of outstanding

shares of all series of the stock), if the

total amount (exclusive of certain

unsecured indebtedness) immediately

after the issue would exceed 20% of

total secured indebtedness, capital,

premium, and retained earnings, of

which 20%, not more than one-half

shall be short-term unsecured

indebtedness.3 (‘‘(Power Company

Restriction Provision’’).

The Power Company proposes to

solicit proxies from the holders of

outstanding shares of Power Company

Dividend Series Preferred Stock and

Common Stock (‘‘Power Company Proxy

Solicitation’’) for use at a special

meeting of its stockholders (‘‘Power

Company Special Meeting’’) to consider

a proposed amendment to the Power

Company Articles that would eliminate

in its entirety the Power Company

Restriction Provision (‘‘Power Company

Proposed Amendment’’) from the Power

Company Articles. Approval of the

Power Company Proposed Amendment

requires the affirmative vote at the

Power Company Special Meeting of the

holders of not less than two-thirds of the

total number of the then-outstanding

shares of (1) The Power Company

Dividend Series Preferred Stock of all

Power Company Series, voting together

as one class, and (2) the Power

Company Common Stock. NEES will

vote its shares of Power Company Stock

in favor of the Power Company

Proposed Amendment.

If the Power Company Proposed

Amendment is adopted, the Power

Company would make a special cash

payment of $1.00 per share (‘‘Power

Company Cash Payment’’) to each

holder of Power Company Dividend

Series Preferred Stock of any Series who

voted shares (in person by ballot or by

proxy) (each, a ‘‘Power Company

Share’’) in favor of the Power Company

Proposed Amendment at the Power

Company Special Meeting (except that

no Power Company Cash Payment will

be made with respect to any Power

Company Share validly tendered under

the concurrent tender offer described

below). The Power Company will

disburse Power Company Cash

Payments out of its general funds

following adoption of the Power

Company Proposed Amendment.

Concurrently with or shortly before

the Power Company Proxy Solicitation,

and subject to the terms and conditions

stated in an Offer to Purchase and Proxy

Statement and Information Statement

and accompanying Letter of Transmittal

(collectively, ‘‘Power Company Offer

Documents’’), NEES proposes to make a

cash tender offer (‘‘Power Company

Tender Offer’’) to acquire any and all

outstanding shares of Power Company

Preferred Stock of each Power Company

Series, at cash purchase prices which

NEES anticipates will include a market

premium for each Series (each, a

‘‘Power Company Purchase Price’’). The

Power Company Purchase Price and the

other terms and conditions of the Power

Company Tender Offer apply equally to

all preferred stockholders of the

respective Power Company Series. The

offer for any one Power Company Series

is independent of the offer for any other

Power Company Series or for the shares

of any other subsidiary.

NEES anticipates that the Power

Company Tender Offer will expire at

5:00 p.m. Eastern Standard Time on

December 12, 1997, the date of the

Power Company Special Meeting

(‘‘Power Company Expiration Date’’),

unless otherwise extended. The Power

Company Tender Offer is not

conditioned upon any minimum

number of shares of Power Company

preferred stock being tendered.

Preferred stockholders who tender their

shares under a Power Company Tender

Offer are required to vote in favor of or

consent to the Power Company

Proposed Amendment, and one of the

conditions of the Power Company

Tender Offer requires that the Power

Company Proposed Amendment be

approved and adopted.
Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices 60931

4The three series of Mass. Electric Dividend

Series Preferred Stock consist of a 4.44% series, of

which 75,000 shares are outstanding; a 4.76%

Series, of which 75,000 shares are outstanding; and

a 6.99% series, of which 200,000 shares are

outstanding.

5The single series of Mass. Electric Preferred

Stock—Cumulative is a 6.84% series. Each of the

series referred to in footnote 4 and this series shall

be referred as a ‘‘Mass. Electric Series.’’

6The Mass. Electric Restrictive Provision

specifically provides that Mass. Electric will not:

[I]ssue or assume any unsecured notes,

debentures or other securities representing

unsecured indebtedness for purposes other than (x)

the refunding of outstanding unsecured

indebtedness theretofore issued or assumed by the

corporation resulting in maturities later than the

maturity of the indebtedness being refunded or (y)

the reacquisition, redemption or other retirement of

any indebtedness which reacquisition, redemption

or other retirement has been authorized under the

provisions of the Public Utility Holding Company

Act of 1935, if, immediately after such issue or

assumption, the total principal amount of all

unsecured notes, debentures or other securities

representing both long and short-term unsecured

indebtedness issued or assumed by the corporation

and then to be outstanding (but excluding

unsecured indebtedness theretofore so voted for by

holders of Preferred Stock and Preferred Stock—

Cumulative) would exceed twenty per cent (20%)

of total capitalization, or if, immediately after such

issue or assumption, such short-term unsecured

indebtedness issued or assumed by the corporation

after September 30, 1998, and then to be

outstanding (but excluding short-term indebtedness

theretofore so voted for by holders of Preferred

Stock or Preferred Stock—Cumulative) would

exceed ten per cent (10%) of total capitalization;

provided, however, that in the event such shortterm unsecured indebtedness (but excluding shortterm unsecured indebtedness theretofore so vetoed

by holders of Preferred Stock and Preferred Stock—

Cumulative) exceeds such latter limit, no unsecured

securities representing unsecured indebtedness

shall be issued or assumed (except for the purposes

specified in clauses (x) and (y) above) unless such

ratio of short-term unsecured indebtedness

immediately after such issue or assumption is not

in excess of such limit.

‘‘Short-term unsecured indebtedness’’ as used in

this subsection E(4) means unsecured indebtedness

of an original maturity of less than ten years and

‘‘long-term unsecured indebtedness’’ means

unsecured indebtedness of an original maturity of

ten years or more. For the purposes hereof, when

any long-term unsecured indebtedness becomes due

within five years, or when any long-term unsecured

indebtedness is to be retired within five years

through a sinking fund or otherwise, such long-term

unsecured indebtedness, in each case, shall be

considered short-term unsecured indebtedness.

‘‘Total capitalization’’ as used in this subsection

E(4) means the aggregate of (i) the total principal

amount of all bonds and other securities

representing secured indebtedness issued or

assumed by the corporation and then outstanding

and (ii) the capital. premium and surplus of the

corporation as then stated on the books of account

of the corporation.

Mass. Electric

Mass Electric has outstanding

2,398,111 shares of common stock, $25

par value (‘‘Mass. Electric Common

Stock’’), all of which are held by NEES.

Mass. Electric’s outstanding preferred

stock consists of 350,000 shares of

dividend series preferred stock, $100

par value, issued in three series 4

(‘‘Mass. Electric Dividend Series

Preferred Stock’’), and 600,000 shares of

preferred stock—cumulative, $25 par

value, of which there is one series

outstanding,5 all of which are traded

over the counter. (‘‘Mass. Electric

Preferred Stock—Cumulative’’). Mass.

Electric Common Stock and Mass.

Electric Dividend Series Preferred Stock

are entitled to one vote per share. The

Mass. Electric Preferred Stock—

Cumulative is entitled to a quarter vote

per share. No other class of Mass.

Electric equity securities is outstanding.

Mass. Electric’s By-Laws and Articles

of Organization (‘‘Mass. Electric

Articles’’) currently provide that,

without a vote of a majority of the

outstanding Mass. Electric Dividend

Series Preferred Stock and Preferred

Stock—Cumulative, Mass. Electric will

not issue or assume any unsecured

indebtedness (except for redemption of

outstanding shares of all series of

preferred stock), if the total amount of

the indebtedness (exclusive of certain

unsecured indebtedness) immediately

after the issue would exceed 20% of

total capitalization, or if, immediately

after the issue, the total amount of the

short-term unsecured indebtedness

(exclusive of certain short-term

unsecured indebtedness) issued or

assumed by Mass. Electric after

September 30, 1998, would exceed 10%

of total capitalization.6 (‘‘Mass. Electric

Restriction Provision’’).

Mass. Electric proposes to solicit

proxies from the holders of outstanding

shares of Mass. Electric Dividend Series

Preferred Stock and Common Stock

(‘‘Mass. Electric Proxy Solicitation’’) for

use at a special meeting of its

stockholders (‘‘Mass. Electric Special

Meeting’’) to consider a proposed

amendment to the Mass. Electric

Articles that would eliminate in its

entirety the Mass. Electric Restriction

Provision (‘‘Mass. Electric Proposed

Amendment’’) from the Mass. Electric

Articles. Approval of the Mass. Electric

Proposed Amendment requires the

affirmative vote at the Mass. Electric

Special Meeting of the holders of not

less than two-thirds of the total number

of the then-outstanding shares of (1) the

Mass. Electric preferred stock of all

Mass. Electric Series, voting together as

one class, and (2) the Mass. Electric

Common Stock. NEES will vote its

shares of Mass. Electric Common Stock

in favor of the Mass. Electric Proposed

Amendment.

If the Mass. Electric Proposed

Amendment is adopted, Mass. Electric

would make a special cash payment of

$1.00 per share (‘‘Mass. Electric Cash

Payment’’) to each holder of Mass.

Electric Dividend Series Preferred Stock

of any Series, and 25 cents per share to

each holder of the Mass. Electric

Preferred Stock—Cumulative who voted

shares (each, a ‘‘Mass. Electric Share’’)

(in person by ballot or by proxy) in favor

of the Mass. Electric Proposed

Amendment at the Mass. Electric

Special Meeting (except that no Mass.

Electric Cash Payment will be made

with respect to any Mass. Electric Share

validly tendered under the concurrent

tender offer described below). Mass.

Electric will disburse Mass. Electric

Cash Payments out of its general funds

following adoption of the Mass. Electric

Proposed Amendment.

Concurrently with or shortly before

the Mass. Electric Proxy Solicitation,

and subject to the terms and conditions

stated in an Offer to Purchase Proxy

Statement and accompanying Letter of

Transmittal (together, ‘‘Mass. Electric

Offer Documents’’), NEES proposes to

make a cash tender officer (‘‘Mass.

Electric Tender Offer’’) to acquire any

and all outstanding shares of Mass.

Electric Preferred Stock of each Series,

at cash purchase prices which NEES

anticipates will include a market

premium for each Mass. Electric Series

(each, a ‘‘Mass. Electric Purchase

Price’’). The Mass. Electric Purchase

Price and the other terms and

conditions of the Mass. Electric Tender

Offer apply equally to all preferred

stockholders of the respective Mass.

Electric Series. The offer for any one

Mass. Electric Series is independent of

the offer for any other Mass. Electric

Series or for the shares of any other

subsidiary.

NEES anticipates that the Mass.

Electric Tender Offer will expire at 5:00

P.M. Eastern Standard Time on

December 12, 1997, the date of the

Mass. Electric Special Meeting (‘‘Mass.

Electric Expiration Date’’), unless

otherwise extended. The Mass. Electric

Tender Offer is not conditioned upon

any minimum number of shares of

Mass. Electric preferred stock being

tendered. Preferred stockholders who

tender their shares under a Mass.

Electric Tender Offer are required to

vote in favor of or consent to the Mass.

Electric Proposed Amendment, and one

of the conditions of the Mass. Electric

Tender offer requires that the Mass.

Electric Proposed Amendment be

approved and adopted.

Narragansett

Narragansett has outstanding

1,132,487 shares of common stock, $50

par value (‘‘Narragansett Common

Stock’’), all of which are held by NEES.

Narragansett’s outstanding preferred

stock consists of 730,000 shares of
60932 Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices

7The three series of Narragansett cumulative

preferred stock consist of a 4.50% series, of which

180,000 shares are outstanding; a 4.64% series, of

which 150,000 shares are outstanding; and a 6.95%

series, of which 400,000 shares are outstanding

(each, a ‘‘Narragansett Series’’).

8The Narragansett Restriction Provision

specifically provides that Narragansett will not:

[I]ssue any unsecured notes, debentures or other

securities representing unsecured indebtedness, or

assume any such unsecured securities, for purposes

other than the refunding of outstanding unsecured

securities theretofore issued or assumed by the

Company resulting in equal or longer maturities or

the redemption or other retirement of all

outstanding shares of the Preferred Stock, if,

immediately after such issue or assumption, the

total principal amount of all unsecured notes,

debentures or other securities representing

unsecured indebtedness issued or assumed by the

Company and then outstanding (including

unsecured securities then to be issued or assumed)

but excluding unsecured securities theretofore so

consented to by holders of Preferred Stock, would

exceed ten per cent (10%) of the aggregate of (i) the

total principal amount of all bonds and other

securities representing secured indebtedness issued

or assumed by the Company and then outstanding

and (ii) the capital and surplus of the Company as

then stated on the books of account of the

Company.

cumulative preferred stock, $50 par

value, issued in three series,7 all of

which are traded over the counter.

(‘‘Narragansett Cumulative Preferred

Stock’’). Narragansett Common Stock

and Narragansett Cumulative Preferred

Stock are entitled to one vote per share.

No other class of Narragansett equity

securities is outstanding.

Narragansett’s Preferred Stock

Provisions (‘‘Narragansett Provisions’’)

currently provide that, without a vote of

a majority of the outstanding

Narragansett preferred stock, voting as a

class, Narragansett will not issue or

assume any unsecured indebtedness

(except for redemption of outstanding

shares of all series of preferred stock) if

the total amount of the indebtedness

(exclusive of certain unsecured

indebtedness) immediately after the

issue would exceed 10% of all secured

indebtedness and capital and surplus of

Narragansett.8 (‘‘Narragansett

Restriction Provisions’’).

Narragansett proposes to solicit

proxies from the holders of outstanding

shares of Narragansett Cumulative

Preferred Stock and Common Stock

(‘‘Narragansett Proxy Solicitation’’) for

use at a special meeting of its

stockholders (‘‘Narragansett Special

Meeting’’) to consider a proposed

amendment to the Narragansett

Provisions that would eliminate in its

entirety the Narragansett Restriction

Provision (‘‘Narragansett Proposed

Amendment’’) from the Narragansett

Provisions. Approval of the Narragansett

Proposed Amendment requires the

affirmative vote at the Narragansett

Special Meeting of the holders of (1) not

less than two-thirds of the total number

of the then-outstanding shares of

Narragansett preferred stock of all

Narragansett Series, voting together as

one class, (2) 75% of the preferred

shares present or represented at the

meeting, and (3) a majority of the

Narragansett Common Stock. NEES will

vote its shares of Narragansett Common

Stock in favor of the Narragansett

Proposed Amendment.

If the Narragansett Proposed

Amendment is adopted, Narragansett

would make a special cash payment of

50 cents per share (‘‘Narragansett Cash

Payment’’) to each holder of

Narragansett Cumulative Preferred

Stock of any Narragansett Series who

voted shares (each, a ‘‘Narragansett

Share’’) (in person by ballot or by proxy)

in favor of the Narragansett Proposed

Amendment at the Narragansett Special

Meeting (except that no Narragansett

Cash Payment will be made with respect

to any Narragansett Share validly

tendered under the concurrent tender

offer described below). Narragansett will

disburse Narragansett Cash Payments

out of its general funds following

adoption of the Proposed Amendment.

Concurrently with or shortly before

the Narragansett Proxy Solicitation, and

subject to the terms and conditions

stated in an offer to Purchase Proxy

Statement and accompanying Letter of

Transmittal (collectively, ‘‘Narragansett

Offer Documents’’), NEES proposes to

make a cash tender offer (‘‘Narragansett

Tender Offer’’) to acquire any and all

outstanding shares of Narragansett

Cumulative Preferred Stock of each

Narragansett Series, at cash purchase

prices which NEES anticipates will

include a market premium for each

Narragansett Series (each, a

‘‘Narragansett Purchase Price’’). The

Narragansett Purchase Price and the

other terms and conditions of the

Narragansett Tender Offer apply equally

to all preferred stockholders of the

respective Narragansett Series. The offer

for any one Narragansett Series is

independent of the offer for any other

Narragansett Series or for the shares of

any other subsidiary.

NEES anticipates that the

Narragansett Tender Offer will expire at

5:00 p.m. on December 12, 1997, the

date of the Narragansett Special Meeting

(‘‘Narragansett Expiration Date’’), unless

otherwise extended. The Narragansett

Tender Offer is not conditioned upon

any minimum number of shares of

Narragansett preferred stock being

tendered. Preferred stockholders who

tender their shares under a Narragansett

Tender Offer are required to vote in

favor of or consent to the Narragansett

Proposed Amendment, and one of

conditions of the Narragansett Tender

offer requires that the Narragansett

Proposed Amendment be approved and

adopted.

Tenders of Power Company Shares,

Mass. Electric Shares and Narragansett

Shares (collectively, ‘‘Shares’’) made

under the Power Company Tender

Offer, Mass. Electric Tender Offer and

Narragansett Tender Offer, respectively

(individually, ‘‘Tender Offer’’ and

collectively, ‘‘Tender Offers’’), may be

withdrawn at any time prior to the

Power Company Expiration Date, Mass.

Electric Expiration Date and the

Narragansett Expiration Date,

respectively (individually and

collectively, ‘‘Expiration Date’’).

Thereafter, the tenders are irrevocable,

subject to certain exceptions identified

in the Power Company Offer

Documents, Mass. Electric Offer

Documents and Narragansett Offer

Documents (individually and

collectively, ‘‘Offer Documents’’). NEES

states that its obligations to proceed

with the Tender Offers and to accept for

payment and to pay for any Shares

tendered will be made in accordance

with rule 51 under the Act and are

subject to various conditions

enumerated in the Offer Documents,

including the receipt of a Commission

order under the Act authorizing the

proposed transactions and the adoption

of the Power Company Proposed

Amendment, Mass. Electric Proposed

Amendment and the Narragansett

Proposed Amendment (individually,

‘‘Proposed Amendment’’ and

collectively, ‘‘Proposed Amendments’’)

at the Power Company Special Meeting,

Mass. Electric Special Meeting and

Narragansett Special Meeting,

respectively (individually and

collectively, ‘‘Special Meeting’’).

Applicants undertake to comply with

all requirements of the Securities

Exchange Act of 1934 (‘‘Exchange Act’’)

and rules and regulations thereunder in

connection with the Power Company

Proxy Solicitation, Mass. Electric Proxy

Solicitation and Narragansett Proxy

Solicitation, as applicable (individually,

‘‘Proxy Solicitation’’ and collectively,

‘‘Proxy Solicitations’’), except to the

extent applicants rely on exemptions

from the requirements of rule 13e–3 and

regulation 14A of the Exchange Act, and

acknowledge that any authorization

granted under the Act is conditioned

upon their compliance. Shares validly

tendered will be held by NEES until the

Expiration Date (or returned in the event

a Tender Offer is terminated). Subject to

the terms and conditions of the Tender

Offers, as promptly as practicable after

the Expiration Date, NEES will accept

for payment (and thereby purchase) and

pay for Shares validly tendered and not
Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices 60933

9NEES has agreed to pay the dealer manager a fee

of .5% of par per share for any Shares tendered,

accepted for payment and paid for pursuant to the

Tender Offers, the Subsidiaries have agreed to pay

the dealer managers a fee of .5% of par per share

for any Shares that are not tendered pursuant to the

Tender Offers but which vote in favor of the

Proposed Amendment. NEES has agreed to

reimburse the dealer manager for its reasonable outof-pocket expenses, including attorneys’ fees.

In addition, NEES has agreed to pay soliciting

brokers and dealers a separate fee of 1.5% of par

per share for any Shares tendered, accepted for

payment and paid for pursuant to the Tender Offers

except that for transactions with beneficial owners

equal to or exceeding 2,500 Shares, NEES will pay

a solicitation fee of 1% of par per share for Shares

of such Series.

Any fee payable for transactions equal to or

exceeding 2,500 shares shall be payable 80% to the

dealer manager and 20% to any soliciting dealer

(which may be the dealer manager). No fee shall be

payable to a soliciting dealer in respect of shares (a)

beneficially owned by such soliciting dealer or (b)

registered in the name of such soliciting dealer as

nominee when the shares are being rendered for the

benefit of one or more beneficial owners identified

in the applicable Letter of Transmittal or in the

applicable Notice of Solicited Tenders (including in

the materials provided to brokers and dealers).

NEES proposes to pay Boston Equiserve, L.P., in

its capacity as depositary for the Tender Offers, a

fee estimated at approximately $40,000.

10Applicant states that, in contrast, if the

Subsidiary, rather than NEES, had acquired its

shares under the Tender Offer, upon the acquisition

the shares would be deemed treasury shares under

applicable state law and, as such, the Subsidiary

would be precluded from voting those shares under

any circumstance.

11Each of the Subsidiaries have engaged

Georgeson & Company, Inc. to act as information

agent in connection with the Proxy Solicitations for

a fee and reimbursement of reasonable out-ofpocket expenses expected not to exceed

approximately $10,000.

12The Applicants state that the proposed

acquisition by NEES of Shares under the Tender

Offers will benefit NEES’ utility system customers

and shareholders by (1) contributing to the

elimination of the provisions concerning unsecured

indebtedness, and (2) acquiring and retiring of

outstanding shares of the preferred stock and their

potential replacement with comparatively less

expensive financing alternatives. Moreover, the

applicants maintain that tendering Power Company

Preferred Stockholders, Mass. Electric Preferred

Stockholders and Narragansett Preferred

Stockholders will benefit by having the option to

sell their Preferred Stock at prices that NEES

expects will be a premium to the market price and

without the usual transaction costs associated with

a sale.

1OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Exchange Act and Rule 11Aa3–2

thereunder. See Exchange Act Release No. 17638

(March 18, 1981).

The Plan provides for the collection and

dissemination of last sale and quotation information

on options that are traded on the member

exchanges. The five exchanges which agreed to the

Continued

withdrawn. NEES intends to use its

general funds (which, in the ordinary

course, include funds from the Power

Company, Mass. Electric and

Narragansett) and incur indebtedness

under NEES’ committed lines of credit,

including any bank revolving credit

agreements, in an amount sufficient to

pay the Power Company Purchase Price,

Mass. Electric Purchase Price and

Narragansett Purchase Price

(individually and collectively,

‘‘Purchase Price’’) for all tendered

Shares. Merrill Lynch, Pierce, Fenner &

Smith Incorporated will act as dealer

manager for NEES in connection with

the Tender Offers.9

If a Proposed Amendment is adopted

at a Subsidiary’s Special Meeting,

promptly after consummation of the

Tender Offer, either the issuing

Subsidiary will purchase the Shares

sold to NEES under the Tender Offer at

the relevant Purchase Price plus

expenses incurred in the Tender Offer,

or NEES will donate the Shares to that

Subsidiary as a capital contribution. The

Subsidiary will then retire and cancel

the shares.

If a Proposed Amendment is not

adopted at the relevant Special Meeting,

NEES may elect, but is not obligated, to

waive adoption of the Proposed

Amendment as a condition to its

obligation to proceed with the Tender

Offer, subject to applicable law. In that

case, as promptly as practicable after

NEES’s waiver of the condition and its

purchase of Shares validly tendered

under the Tender Offers, the affected

Subsidiary anticipates that it would call

another special meeting and solicit

proxies to secure the requisite

affirmative vote of stockholders to

amend the Power Company Articles,

Mass. Electric Articles and Narragansett

Provisions (individually and

collectively, ‘‘Articles’’), to eliminate

the Power Company Restriction

Provision, Mass. Electric Restriction

Provision and Narragansett Restriction

Provision (collectively, ‘‘Restriction

Provisions’’), as the case may be. At

each meeting, NEES would vote any

Shares acquired by it under the Tender

Offer or otherwise 10 (as well as all of its

shares of Common Stock of the affected

Subsidiaries) in favor of the Proposed

Amendment. If a Proposed Amendment

is adopted at that meeting and in any

event within one year from the

Expiration Date (including any potential

extension under a Tender Offer), NEES

will promptly after the meeting or at the

expiration of the one-year period, as

applicable, sell the Shares to the

Subsidiary at the applicable Purchase

Price plus expenses paid under the

Tender Offer, and the Subsidiary will

retire and cancel the Shares.

The Applicants believe that the

purchase of the Shares at this time

represents an attractive economic

opportunity that will benefit NEES, its

shareholders, and its Subsidiaries. The

Applicants further contend that

elimination of the Restriction Provisions

will produce savings in financing costs

that outweigh the one-time costs of the

Tender Offers and the Proxy

Solicitations,11 and will be in the best

interests of their customers and

shareholders.12

To finance its proposed purchase of

Shares under the Tender Offers, NEES

plans to use general funds and incur

debt under its committed lines of credit,

including any bank revolving credit

agreements, in an amount sufficient to

pay the Purchase Price for all tendered

Shares, an amount expected to be

approximately $135 million, excluding

payment of accrued dividends, but

including fees and other expenses.

The applicants also request

authorization to deviate from the

preferred stock provisions of the

Statement of Policy Regarding Preferred

Stock Subject to the Public Utility

Holding Company Act of 1935, HCAR

No. 13106 (Feb. 16, 1956), to the extent

applicable with respect to the Proposed

Amendments.

It appears to the Commission that the

application-declaration, to the extent

that it relates to the proposed Proxy

Solicitations should be permitted to

become effective immediately under

rule 62(d).

It is ordered, that the applicationdeclaration, to the extent that it relates

to the proposed Proxy Solicitations be,

and it hereby is, permitted to become

effective immediately, under rule 62

and subject to the terms and conditions

prescribed in rule 24 under the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29881 Filed 11–12–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39302; File No. SR–OPRA–

97–4]

Options Price Reporting Authority;

Order Granting Approval of

Amendment to OPRA Plan Revising

OPRA’s Dial-Up Market Data Service

Rider to Its Vendor Agreement To

Accommodate the Vendor’s Provision

of Dial-Up Service to Customers of

OPRA Subscribers

November 5, 1997.

I. Introduction

On September 11, 1997, the Options

Price Reporting Authority (‘‘OPRA’’) 1