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
60934 Federal Register / Vol. 62, No. 219 / Thursday, November 13, 1997 / Notices

OPRA Plan are the American Stock Exchange

(‘‘AMEX’’); the Chicago Board Options Exchange

(‘‘CBOE’’); the New York Stock Exchange (‘‘NYSE’’);

the Pacific Exchange (‘‘PCX’’); and the Philadelphia

Stock Exchange (‘‘Phlx’’).

2See Exchange Act Release No. 39137 (September

26, 1997) 62 FR 51707.

3The proposal would require vendors to obtain

a written agreement from each OPRA subscriber

whose customers will be provided the dial-up

service from the vendor that the subscriber will: (1)

obtain from each of its customers to whom the

vendor furnishes the service an agreement that the

customer will: (a) receive OPRA data only for such

person’s use, (b) not retransmit the data to anyone

else, and (c) acknowledge that OPRA data is the

property of the respective exchange or market in

which a reported transaction occurred or a reported

quotation was entered; (2) provide to the vendor a

current list of customers entitled to receive the

service from the vendor and to certify that each

named customer has entered into the required

agreement; (3) maintain the same customer records

required to be maintained by the vendor with

respect to customers; and (4) acknowledge the

absence of any guarantee and the disclaimer of

liability on the part of OPRA, OPRA’s processor and

each participating exchange.

4 In approving this rule, the Commission notes

that it has considered the proposed rule’s impact on

efficiency, competition, and capital formation. 15

U.S.C. 78c(f). 517 CFR 200.30–3(a)(29).

submitted to the Securities and

Exchange Commission (‘‘SEC’’ or

‘‘Commission’’), pursuant to Rule

11Aa3–2 under the Securities Exchange

Act of 1934 (‘‘Exchange Act’’), an

amendment to the Plan for Reporting of

Consolidated Options Last Sale Reports

and Quotation Information (‘‘Plan’’).

The proposed amendment revises the

Dial-Up Market Data Service Rider

(‘‘Rider’’) to OPRA’s vendor agreement

to accommodate a third party vendor’s

provisions of dial-up service to

customers of an OPRA subscriber.

The proposed amendment was

published for comment in the Federal

Register on October 2, 1997.2 No

comments were received on the

proposal. This order approves the

proposal.

II. Description and Purpose of the

Amendment

The purpose of the amendment is to

add provisions to OPRA’s Rider to the

vendor agreement to accommodate the

situation in which an OPRA vendor

provides a dial-up service to the

customers of an OPRA subscriber, rather

than to its own customers. According to

OPRA, several vendors and brokerdealer subscribers have recently

expressed interest in such an

arrangement. As this arrangement is not

currently contemplated under the Rider,

the proposal would amend the Rider to

address the one significant difference

between the traditional situation of a

firm providing a dial-up service to its

own customers and the recent proposals

for firms to arrange for third-party

vendors to provide a dial-up service for

the firms’ customers. In the former case,

there is a direct contractual relationship

between the vendor, a party to the

Rider, and the vendor’s customers. In

the latter case, however, the vendor’s

subscriber, rather than the vendor, has

a contractual relationship with the

customer.

In its current form, the Rider imposes

certain obligations on vendors who

provide a dial-up service. These

obligations require that contracts

between vendors and their customers

contain specific provisions, for the

benefit of OPRA, relating to proprietary

rights to OPRA data, non-retransmission

of data, the absence of any guarantee of

the data and a disclaimer of liability.

The proposed amendment to the Rider

would mandate that vendors require

comparable provisions to be included in

contracts between subscribers and their

customers who receive a dial-up service

from a third-party vendor.3

Other than as described above, OPRA

proposes no change in the way in which

dial-up services may be offered to

investors. OPRA represents that no new

or additional OPRA fees will result from

this proposed amendment and the

amendment will not make any new

parties subject to OPRA’s existing fee.

OPRA proposes to phase in the revised

form of the Rider to take the place of the

existing Rider.

III. Discussion

After careful review, the Commission

finds that the proposed amendment is

consistent with the requirements of the

Act and the rules and regulations

thereunder.4 Specifically, the

Commission believes that the proposed

amendment, which accommodates the

provision of OPRA data through thirdparty vendors, is consistent with Rule

11Aa3–2 in that it will contribute to the

maintenance of fair and orderly markets

and remove impediments to and perfect

the mechanisms of a national market

system.

The Commission notes that the

proposed amendment will require third

party vendors that provide a dial-up

service to the customers of OPRA

subscribers to obtain an agreement from

the subscribers, in writing, that the

subscribers will include provisions for

the benefit of OPRA in the subscribers’

written agreements with its customers.

The Commission believes that it is

reasonable for OPRA to extend its

existing contractual protections to

situations in which a third party vendor

provides a dial-up service to the

customers of an OPRA subscriber. The

Commission notes that the proposed

amendment also provides OPRA

subscribers with alternatives for the

provision of the dial-up service to their

customers. Accordingly, the

Commission believes that the proposed

amendment will provide additional

flexibility to OPRA subscribers while

providing OPRA with the contractual

protections that it requires.

IV. Conclusion

It is therefore ordered, pursuant to

Rule 11Aa3–2 of the Act, that the

proposed amendment (SR–OPRA–97–4)

is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.5

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–29882 Filed 11–12–97; 8:45 am]

BILLING CODE 8010–01–M

DEPARMENT OF TRANSPORTATION

Federal Aviation Administration

[Summary Notice No. RE–97–57]

Petitions for Exemption Summary of

Petitions Received; Dispositions of

Petitions Issued

AGENCY: Federal Aviation

Administration (FAA), DOT.

ACTION: Notice of petitions for

exemption received and dispositions of

prior petitions.

SUMMARY: Pursuant to FAA’s rulemaking

provisions governing the application,

processing, and disposition of petitions

for exemption (14 CFR Part 11), this

notice contains a summary of certain

petitions seeking relief from specified

requirements of the Federal Aviation

Regulations (14 CFR Chapter I),

dispositions of certain petitions

previously received, and corrections.

The purpose of this notice is to improve

the public’s awareness of, and

participation in, this aspect of FAA’s

regulatory activities. Neither publication

of this notice nor the inclusion or

omission of information in the summary

is intended to affect the legal status of

any petition or its final disposition.

DATES: Comments on petitions received

must identify the petition docket

number involved and must be received

on or before December 3, 1997.

ADDRESSES: Send comments on any

petition in triplicate to: Federal

Aviation Administration, Office of the

Chief Counsel, Attn: Rule Docket (AGC–

200), Petition Docket No. llll, 800

Independence Avenue, SW.,

Washington, DC. 20591.