Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices 63997

5Any of the provisions of the Rights Agreement

may be amended by the Board without the consent

of the holders of the Rights; provided, however, that

on or after the Distribution Date (as defined below),

the Rights Agreement may not be amended in any

manner that would adversely affect the interests of

the holders of the Rights.

6The Rights may be redeemed, as a whole, at a

Redemption Price of $.01 per Right, subject to

adjustment, at the direction of the Board, at any

time prior to the earlier of: (i) 10 days after the first

public announcement that any person has become

an Acquiring Person (as defined below); and (ii) the

date of final expiration of the Rights. The Rights

will expire on the tenth anniversary of the Record

Date, unless earlier redeemed or exchanged by

CSW.

7At any time after any person or group shall have

become an Acquiring Person and before any person

(other than CSW and certain related entities),

together with its affiliates and associates, shall have

become the beneficial owner of 50% or more of the

outstanding shares of Common Stock, the Board

may direct the exchange of shares of Common Stock

for all or any part of the Rights (other than Rights

of an Acquiring Person which become void) at the

exchange rate of one share of Common Stock per

Right, subject to adjustment.

the Purchase Price represents the

Board’s estimation of the long-term

value of the Common Stock. The Board

has adopted and approved the Rights

Agreement subject to the receipt of an

appropriate order from the Commission

in this filing. Upon receipt of such an

order, the Rights will be distributed as

a dividend to the holders of CSW’s

outstanding shares of Common Stock.5

Initially, the Rights would not be

exercisable and would trade as an

integral part of the outstanding shares of

Common Stock. Subject to certain rights

of CSW to redeem 6 or exchange shares

of Common Stock for 7 the Rights, the

Rights would become exercisable (i.e.,

Common Stock could be purchased at

the Purchase Price pursuant to the

Rights) and Rights Certificates

representing the Rights would be

distributed and would trade

independently of the outstanding shares

of Common Stock upon the occurrence

of the following triggering events

(‘‘Triggering Events’’): the earlier to

occur of (i) 10 days after the first public

announcement that any person or group

(‘‘Acquiring Person’’) has acquired

beneficial ownership of 15% or more of

CSW’s outstanding Common Stock

(‘‘Acquisition Event’’) and (ii) 10

business days (unless extended by the

Board of Directors) after any person or

group has commenced a tender or

exchange offer which would, upon its

consummation, result in such person or

group becoming an Acquiring Person

(‘‘Offer Event’’) (the earlier of (i) and (ii)

is hereafter referred to as the

‘‘Distribution Date’’).

When the Triggering Event is an

Acquisition Event, the holders of the

Rights (other than an Acquiring Person

and certain transferees thereof whose

Rights will become void) would

immediately have the right to receive,

for each Right exercised, Common Stock

having a market value equal to two

times the Purchase Price then in effect

(‘‘Discount Purchase Right’’). When the

Triggering Event is an Offer Event, the

holders of the Rights (other than an

Acquiring Person and certain transferees

thereof whose Rights will become void)

would be entitled to the Discount

Purchase Right once a person or group

commencing the tender or exchange

offer becomes an Acquiring Person.

In the event that, on or after the

Distribution Date: (i) CSW is acquired

by another person or entity not

controlled by CSW (‘‘Acquiror’’) in a

merger or other business combination

transaction in which CSW Common

Stock is exchanged for securities or

other property; or (ii) 50% or more of

CSW’s consolidated assets or earnings

power is sold or transferred to an

Acquiror, each holder of a Right (except

Rights which previously have been

voided as discussed above) will

thereafter be entitled to receive, for each

Right exercised, common stock of the

Acquiror having a market value equal to

two times the Purchase Price then in

effect.

CSW states that the proposed Rights

Plan is intended to deter hostile

takeover attempts and/or attempts to

acquire CSW in a manner or on terms

which the Board determines are not in

the best interests of all stockholders by

enabling the Board to provide CSW

stockholders with adequate time to

assess properly a takeover bid without

undue pressure. The Rights Plan is also

intended to confront a potential

acquiror with the possibility that the

exercise of Rights by stockholders will

substantially increase the number of

shares of Common Stock outstanding

and therefore the cost of acquiring

control of CSW. CSW states that the

Rights Plan will operate to maximize

and preserve the value of CSW for its

stockholders, in the event of an

attempted hostile or unwanted takeover,

but is not designed to prevent a proxy

contest to replace members of the Board

or frustrate a fair offer for the entire

company which is in the best interests

of stockholders.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31618 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26784]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 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

December 18, 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 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.

Central Power and Light Co.

[70–8597]

Central Power and Light company

(‘‘CPL’’), 539 North Carancahua Street,

Corpus Christi, Texas, 78401, a wholly

owned electric utility subsidiary

company of Central and South West

Corporation, a registered public utility

holding company, has filed a posteffective amendment, under sections

6(a), 7, 9(a) and 10 of the Act and rule

54 under the Act, to an applicationdeclaration filed under sections 6(a), 7,

9(a), 10, 12(c) and 12(d) of the Act and

rules 44 and 51 under the Act.

By orders dated June 15, 1995 (HCAR

No. 26309), July 26, 1995 (HCAR No.

26339), and August 28, 1996 (HCAR No.

26565) (‘‘Orders’’), CPL was authorized

to incur obligations, through December

31, 1997, in connection with the

issuance by the Matagorda County
63998 Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices

Navigation District No. One (‘‘District’’)

of up to $325 million in Pollution

Control Revenue Refunding Bonds

(‘‘Refund Bonds’’) and of up to $150

million in Pollution Control Revenue

Bonds and/or Solid Waste Revenue

Bonds (‘‘New Bonds’’) (collectively,

‘‘Bonds’’). CPL to date has issued

$160.635 million of Refund Bonds and

no New Bonds, leaving $164.365

million of Refund Bonds and $150

million of New Bonds to be issued.

CPL now requests an extension of the

authorization to issue the remaining

Refund Bonds and New Bonds,

pursuant to the terms and conditions set

forth in the Orders, through December

31, 2002.

The Orders stated that the purpose of

the Refund Bonds was to re-acquire all

or a portion of five types of previously

issued Pollution Control Revenue Bonds

(‘‘Old Bonds’’) and that the purpose of

the New Bonds was to reimburse CPL

for expenditures qualified for taxexempt financing or to provide for

current solid waste expenditures.

The Old Bonds were issued to finance

pollution control and solid waste

disposal facilities for the South Texas

Project Electric Generating Station

(‘‘Plant’’). CPL owns a 25.2% undivided

interest in the Plant. The Old Bonds

were issued pursuant to Indentures of

Trust with NationsBank of Texas, N.A.,

the Bank of New York, and Texas

Commerce Bank, N.A.

CPL had entered into Installment Sale

Agreements (‘‘Sale Agreements’’) to

provide for the issuance of the Old

Bonds. In connection with the issuance

of the Bonds, the Orders authorized CPL

to amend the Sale Agreements, enter

into agreements with similar terms, and/

or enter into new installment sale

agreements.

The Orders provided that the Bonds

were to bear a fixed or floating interest

rate, were authorized to be secured with

First Mortgage Bonds, and were to

mature between one and forty years.

The interest rate, redemption provisions

and other terms and conditions

applicable to the Bonds were to be

determined through negotiation

between CPL and one or more

investment banking firms that were to

purchase or underwrite the Bond

(‘‘Firms’’).

The Orders authorized CPL to issue

First Mortgage Bonds, to secure the

Bonds, subject to applicable indenture

restrictions, under a Supplemental

Indenture to its Mortgage Indenture

dated November 1, 1943 to the First

National Bank of Chicago and A.H.

Bohm. The optional redemption

provisions, the sinking-fund provisions,

and the limitation on dividends relative

to the First Mortgage Bonds were

authorized to deviate from the SEC

Statement of Policy Regarding First

Mortgage Bonds.

The Orders anticipated that the Bonds

would be sold by the District pursuant

to a Bond Purchase Agreement between

the District and one or more Firms. The

Orders authorized CPL to enter into

negotiations with the Firms with respect

to the interest rate, redemption

provisions and other terms and

conditions applicable to the Bonds.

Finally, the Orders authorized the use

by CPL of interest rate swaps and other

interest rate risk management devices.

Eastern Utilities Associates, et al.

[70–8609]

Eastern Utilities Associates, P.O. Box

2333, Boston, Massachusetts, 02107, a

registered holding company; its public

utility subsidiaries—Blackstone Valley

Electric Company, Washington

Highway, Lincoln, Rhode Island, 02865;

Newport Electric Corporation, 12 Turner

Road, Middletown, Rhode Island 02840;

Eastern Edision Company, P.O. Box

2333, Boston, Massachusetts, 02107;

and Montaup Electric Company, P.O.

Box 2333, Boston, Massachusetts,

02107;—and its non-utility

subsidiaries—EUA Service Corporation,

P.O. Box 543, West Bridgewater,

Massachusetts, 02379; EUA Cogenex

Corporation, P.O. Box 2333, Boston,

Massachusetts, 02107; and

TransCapacity Limited Partnership, 83

Pine Street, Suite 101, West Peabody,

Massachusetts, 01961 (‘‘EUA

Companies’’)—have filed a posteffective amendment to an application

filed under sections 6(a), 7, 9(a), 10 and

12(c) of the Act and rule 54 under the

Act.

By order dated June 15, 1995 (HCAR

No. 26308), the EUA Companies were

authorized, through December 15, 1997,

to contribute 150,000 common shares of

EUA stock, or to contribute cash to

purchase 150,000 common shares from

EUA or on the open market, to an

Employees’ Savings Plan (‘‘Plan’’). The

Plan, established in 1981, meets the

requirements of the Employee

Retirement Income Security Act of 1974

and is qualified and exempt under the

Internal Revenue Code.

The EUA Companies now seek

authorization to contribute to the Plan

up to 200,000 common shares of EUA

stock, or to contribute cash to purchase

up to 200,000 common shares on the

open market, through December 15,

1999.

Columbia Gas System, Inc.

[70–9127]

The Columbia Gas System, Inc.

(‘‘Columbia’’), 12355 Sunrise Valley

Drive, Suite 300, Reston, Virginia,

20191–3458, a registered holding

company, has filed an applicationdeclaration under sections 6(a), 7, 9(a),

10 and 13 of the Act and rule 54 under

the Act.

Columbia seeks authorization to

provide consulting services to associate

and non-associate companies, and to

engage in activities contemplated by the

Gas Related Activities Act of 1990

(‘‘GRAA’’), on an international basis. In

addition, Columbia seeks authorization

to invest up to $5 million to acquire oil

and natural gas leasehold interests in

southern Ontario, Canada (‘‘Canadian

Interests’’).

Columbia would both provide

consulting services and engage in GRAA

activities (‘‘Activities’’) through one or

more, direct or indirect, to-be-formed

non-utility subsidiaries (‘‘Foreign

Energy Subsidiaries’’). The Foreign

Energy Subsidiaries, in turn, might form

one or more special-purpose

subsidiaries to invest, directly or

indirectly, in corporations, limited

liability companies, partnerships or

other entities that derive substantially

all of their revenues from foreign

consulting services or activities under

the GRAA.

Columbia seeks authorization for the

Foreign Energy Subsidiaries to engage in

preliminary development activities in

connection with foreign gas-related

activities but asks the Commission to

reserve jurisdiction over specific gasrelated activities apart from the

acquisition of the Canadian Interests.

Columbia seeks authorization to

invest up to $5 million, through the

Foreign Energy Subsidiaries, to acquire

the Canadian Interests offered for sale

by Paragon Petroleum Corporation

(‘‘Paragon’’), a Canadian corporation. On

October 17, 1997, Columbia Natural

Resources, Inc. entered into a letter of

intent with Paragon to acquire the

Canadian Interests. This transaction is

expected to close by December 31, 1997.

Columbia requests that the

Commission authorize participation in

the money pool by those direct and

indirect subsidiaries that are formed in

connection with the specific

authorization sought in this applicationdeclaration.
Federal Register / Vol. 62, No. 232 / Wednesday, December 3, 1997 / Notices 63999

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–31621 Filed 12–2–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–22913]

Notice of Applications for

Deregistration Under Section 8(f) of the

Investment Company Act of 1940

November 26, 1997.

The following is a notice of

applications for derigistration under

section 8(f) of the Investment Company

Act of 1940 for the month of November,

1997. A copy of each application may be

obtained for a fee at the SEC’s Public

Reference Branch, 450 Fifth St., N.W.,

Washington, D.C. 20549 (tel. 202–942–

8090). An order granting each

application will be issued unless the

SEC orders a hearing. Interested persons

may request a hearing on any

application by writing to the SEC’s

Secretary at the address below and

serving the relevant applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

December 22, 1997, and should be

accompanied by proof of service on the

applicant, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request notification by

writing to the Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

For Further Information Contact: Diane

L. Titus, at (202) 942–0564, SEC,

Division of Investment Management,

Office of Investment Company

Regulation, Mail Stop 10–4, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Crabbee Huson Real Estate Investment Fund,

Inc. [File No. 811–8262]

Oregon Municipal Bond Fund, Inc. [File No.

811–4464]

Crabbee Huson Income Fund, Inc. [File No.

811–5836]

Crabbee Huson Equity Fund, Inc. [File No.

811–5837]

Crabbee Huson Asset Allocation Fund, Inc.

[File No. 811–5838]

U.S. Government Money Market Fund, Inc.

[File No. 811–5839]

U.S. Government Income Fund, Inc. [File No.

811–5840]

Summary: Each applicant requests an

order declaring that it has ceased to be

an investment company. On October 1,

1996, each applicant, an Oregon

corporation, transferred its assets and

liabilities to a new portfolio of Crabbe

Huson Funds, a Delaware business trust,

based on the relative net asset value.

Each applicant thus merged into an

identically named portfolio of Crabbe

Huson Funds, except that the Oregon

Municipal Bond Fund merged into the

Crabbe Huson Tax-Exempt Fund. The

approximate expenses related to each

transaction, which were borne by the

respective applicant, were as follows:

Crabbe Huson Real Estate Fund,

$14,393; Oregon Municipal Bond Fund,

$13,007; Crabbe Huson Income Fund,

$11,473; Crabbe Huson Equity Fund,

$201,845; Crabbe Huson Asset

Allocation Fund, $53,348; U.S.

Government Money Market Fund,

$31,382; U.S. Government Income

Fund, $10,233.

Filing Dates: Each application was

filed on February 24, 1997, and

amended on June 23, 1997.

Applicants’ Address: 121 S.W.

Morrison, Suite 1400, Portland, Oregon

97204.

Leahi Investment Trust [File No. 811–5321]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. On July 31, 1997,

applicant transferred its assets to First

Hawaii Municipal Bond Fund (‘‘First

Hawaii’’), a series of First Pacific Mutual

Fund, Inc., based on the relative net

asset value per share of each fund. The

approximate expenses incurred in

connection with the merger were

$40,000 and were borne by the

investment advisers to applicant and

First Hawaii.

Filing Dates: The application was

filed on September 2, 1997, and

amended on November 13, 1997.

Applicant’s Address: Ward Plaza,

Suite 129, 210 Ward Avenue, Honolulu,

Hawaii 96814.

First Prairie Diversified Asset Fund [File No.

811–4210]

First Prairie Money Market Fund [File No.

811–4212]

First Prairie Municipal Money Market Fund

[File No. 811–4213]

Prairie Municipal Bond Fund [File No. 811–

5414]

First Prairie U.S. Treasury Securities Cash

Management Fund [File No. 811–6405]

First Prairie Cash Management Fund [File

No. 811–6406]

Prairie Intermediate Bond Fund [File No.

811–6595]

Prairie Funds [File No. 811–7231]

Prairie Institutional Funds [File No. 811–

7235]

Summary: Each applicant seeks an

order declaring that it has ceased to be

an investment company. Each applicant

transferred its assets and liabilities to a

series of Prairie Funds, The Woodward

Funds, or Prairie Institutional Funds,

based on the relative net asset value per

share of each fund.

On March 4, 1995, First Prairie

Diversified Asset Fund reorganized into

Prairie Managed Assets Income Fund, a

series of Prairie Funds. This applicant

paid approximately $10,000 in expenses

related to the reorganization.

On May 20, 1995, First Prairie Money

Market Fund’s Money Market Series

reorganized into Prairie Money Market

Fund, a series of Prairie Funds, and its

Government Series reorganized into

Prairie U.S. Government Money Market

Fund, a series of Prairie Funds. This

applicant paid approximately $35,000

in expenses related to the

reorganization.

On May 20, 1995, First Prairie

Municipal Money Market Fund

reorganized into Prairie Municipal

Money Market Fund, as series of Prairie

Funds. This applicant paid

approximately $20,000 in expenses

related to the reorganization.

On September 14, 1996, Prairie

Municipal Bond Fund, Inc. reorganized

into Woodward Municipal Bond Fund,

a series of The Woodward Funds. First

Chicago NBD Corporation, the parent

company of applicant’s co-investment

advisers, paid approximately $207,027

in expenses related to the

reorganization.

On January 17, 1995, First Prairie U.S.

Treasury Securities Cash Management

Fund reorganized into U.S. Government

Securities Cash Management Fund, a

series of Prairie Institutional Funds.

This applicant paid approximately

$7,000 in expenses related to the

reorganization.

On January 17, 1997, First Prairie

Cash Management Fund reorganized

into Cash Management Fund, a series of

Prairie Institutional Funds. This

applicant paid approximately $3,000 in

expenses related to the reorganization.

On September 21, 1996, Prairie

Intermediate Bond Fund reorganized

into Woodward Income Fund, a series of

The Woodward Funds. First Chicago

NBD Corporation, the parent company

of applicant’s co-investment advisers,

paid approximately $176,133 in

expenses related to the reorganization.

On August 23, 1996, Prairie Managed

Assets Fund, Prairie Growth Fund,

Prairie Bond Fund, and Prairie

International Equity Fund, each a series

of Prairie Funds, reorganized into a

corresponding series of The Woodward

Funds. On September 14, 1996, Prairie

U.S. Government Money Market Fund,

Prairie Money Market Fund, and Prairie

Municipal Money Market Fund, each a