Federal Register / Vol. 62, No. 36 / Monday, February 24, 1997 / Notices 8283

provision of active developmental

assistance to a Foreign Infrastructure

Company is consistent with the type of

activities typically associated with an

operating industrial company. Finally,

the Covered Entities do not hold

themselves out as being engaged in the

business of investing, reinvesting, or

trading in securities or otherwise as

investment pools of the type intended to

be regulated by the Act.

Applicants’ Conditions

Applicants agree that the order

granting the required relief shall be

subject to the following conditions:

1. No Covered Entity that proposes to

rely on the requested relief will hold

itself out as being engaged in the

business of investing, reinvesting, or

trading in securities.

2. The Covered Entities will rely on

the order granting the requested relief

only to the extent that the manner in

which they are involved in foreign

infrastructure projects does not differ

materially from that described in the

application.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4442 Filed 2–21–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26669]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

February 14, 1997.

Notice is hereby given that the

following filings(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

March 10, 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.

Ameren Corporation (70–8945)

Ameren Corporation (‘‘Ameren’’),

1901 Chouteau Avenue, St. Louis,

Missouri 63103, a Missouri corporation

not currently subject to the Act, has

filed an application-declaration under

sections 4, 5, 6(a), 7, 8, 9(a), 10, 11,

12(b), (d) and (e), and 13(b) and Rules

42, 43, 45, 62, 65, 82, 83, 87, 88, 90 and

91 thereunder.

Ameren proposes to acquire by

merger Union Electric Company (‘‘UE’’)

and Central Illinois Public Service

Company (‘‘CIPS’’), a wholly-owned

utility subsidiary of CIPSCO Inc.

(‘‘CIPSCO’’), and acquire indirectly 60%

of the outstanding common stock of

Electric Energy, Inc., (‘‘EEI’’). UE and

CIPS will become wholly-owned

subsidiaries of Ameren (‘‘Transaction’’),

and Ameren will register with the

Commission under section 4 of the Act.

Ameren also proposes to engage in

other Transaction-related activities,

including the retention of combination

gas and electric public utilities, the

retention of all of CIPSCO’s and UE’s

nonutility activities, formation of a

service Company and the transfer of

certain utility assets from UE to CIPS. UE is a combination gas and electric

public-utility company and an exempt

public-utility holding company,

pursuant to an order of the Commission

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

authorized to do business in Missouri

and Illinois. The principal business of

UE is to provide electric energy to

customers in a 24,500 square mile area

of Missouri and Illinois.

UE’s Missouri electric service area

includes the City of St. Louis and St.

Louis County, and all or portions of 65

other counties. Its Illinois service area

includes the cities of East St. Louis and

Alton. In addition to the retail electric

business, UE serves 18 wholesale

electric customers, all of which are

located in Missouri. Union Electric also

provides natural gas service to

customers in 23 Missouri counties and

two Illinois counties. UE also provides

steam service in Jefferson City,

Missouri.

UE provides retail electric service to

approximately 1.069 million customers

in Missouri and 63,000 in Illinois. UE

provides natural gas service to

approximately 102,000 customers in

Missouri and 18,000 customers in

Illinois. As of June 30, 1996, UE has

6,167 employees in its two-state

operations. UE owns 100 percent of

Union Electric Development

Corporation (‘‘UEDC’’) (formerly known

as Union Colliery), a nonutility

subsidiary, and 40 percent of EEI. UE

funds UEDC’s investments through

intercompany loans or advances. These

intercompany loans bear interest at a

market rate and are short-term in nature

or due on demand.

UEDC’s nonutility activities include

the owning of and/or investing in

energy-related and civic and community

development-related investments in

UE’s service territory. EEI, which owns

a coal-fired generating plant and

transmission lines, was formed in the

early 1950s to provide electric energy to

a uranium enrichment plant located

near Paducah, Kentucky, which is now

operated by the United States

Enrichment Corporation. The uranium

enrichment facility is its only end-user

customer. EEI’s common stock is held

by four utility companies: UE, 40%;

CIPS, 20%; and two unaffiliated,

utilities, Kentucky Utilities Company,

20%; and Illinois Power Company,

20%. EEI also sells electricity to its

sponsoring utilities for resale.

CIPSCO, incorporated under the laws

of the State of Illinois in 1986, is an

exempt public utility holding company

under section 3(a)(1) of the Act, and

owns all of the issued and outstanding

common stock of CIPS. CIPS, an Illinois

corporation organized in 1902, supplies

electricity and natural gas services in a

20,000 square mile region of central and

southern Illinois, rendering service to

approximately 319,000 retail electricity

customers in 557 communities and

distributing natural gas to

approximately 167,000 customers in 267

communities. CIPS’ utility service

territory has an estimated population of

820,000 (about seven percent of Illinois’

population) and contains about 35% of

the surface area of Illinois. In addition,

CIPS sells electricity in the wholesale

and interchange markets to such entities

as Soyland Electric Cooperative, Illinois

Municipal Electric Agency, Wabash

Valley Power Association, Inc., Mt.

Carmel Public Utility Company,

individual municipal electric systems

and other public- and investor-owned

electric systems. As noted above, CIPS

owns 20 percent of the capital stock of

EEI and is an exempt holding company

pursuant to section 3(a)(2) of the Act. As

of June 30, 1996, CIPS had

approximately 2,360 employees.

CIPSCO owns 100 percent of CIPSCO

Investment, the holding company for
8284 Federal Register / Vol. 62, No. 36 / Monday, February 24, 1997 / Notices

CIPSCO’s nonutility activities. CIPSCO’s

nonutility investments include

leveraged leases, marketable securities

and investments in energy projects.

CIPSCO Investment has four first-tier

subsidiaries: CIPSCO Securities

Company, which manages a portfolio of

equities and other marketable securities;

CIPSCO Leasing Company, which

manages long-term leveraged leases for

various equipment and real estate;

CIPSCO Energy Company, which

manages electric generation projects

under leveraged leases and a limited

partnership; and CIPSCO Venture

Company, which makes investments in

the CIPS service territory. CIPSCO

Investment will be wholly owned by

Ameren, and Ameren expects that,

following consummation of the

Transaction, CIPSCO Investment will

continue to operate much as it does

today.

In the ordinary course of business,

there have been and the applicant

proposes to continue to make

intercompany loans and advances

among CIPSCO and its direct and

indirect nonutility subsidiaries

including CIPSCO Investment.

Generally, if any of CIPSCO

Investment’s subsidiaries has excess

cash, such excess is loaned to CIPSCO

Investment or CIPSCO Securities. These

borrowed funds, as well as any funds

borrowed under a $30 million line of

credit available to CIPSCO Investment

or other bank lines, are used by CIPSCO

Investment to finance its own activities

or are loaned to its subsidiaries. Such

subsidiaries will borrow funds from

CIPSCO Investment, to the extent

available, to finance their own activities

or to finance the activities of entities in

which they have an equity investment.

These intercompany loans also bear

interest at a market rate and are

generally short-term in nature or due on

demand.

In 1992, CIPSCO entered into a

support agreement and has agreed to

maintain the financial condition of

CIPSCO Investment. In addition,

CIPSCO has entered into certain support

letters and CIPSCO Investment has

entered into certain guarantees in

connection with leveraged lease

investments. The applicant requests that

the Commission approve the

continuance of all outstanding and

committed intercompany loans and

advances, support arrangements and

guarantees.

Ameren was incorporated under the

laws of the State of Missouri to become

a holding company for UE and CIPS

following the Transaction and for the

purpose of facilitating the Transaction.

Ameren has, and prior to the

consummation of the Transaction will

have, no operations other than those

contemplated by the merger agreement

to accomplish the Transaction (‘‘Merger

Agreement’’). The authorized capital

stock of Ameren consists of 400 million

shares of common stock and 100 million

shares of preferred stock par value $.01

per share. Upon consummation of the

Transaction, Ameren will be a publicutility holding company and will

directly own all of the issued and

outstanding common stock of UE, CIPS

and CIPSCO Investment. At present, the

common stock of Ameren is owned 50%

by UE and 50% by CIPSCO. No shares

of Ameren preferred stock have been

issued.

Soley for the purpose of facilitating

the Transaction, Arch Merger, Inc.

(‘‘Arch Merger’’) was incorporated

under the laws of the State of Missouri

on August 5, 1995. Arch Merger has,

and prior to the closing of the

Transaction will have, no operations

other than the activities contemplated

by the Merger Agreement necessary to

accomplish the transaction.

Under the Merger Agreement

executed by CIPSCO and UE on August

11, 1995, upon receipt of all necessary

approvals, the Transaction will be

consummated by merging CIPSCO into

Ameren, with Ameren as the surviving

corporation, and by merging UE with

Arch Merger, with UE as the surviving

corporation. The shareholders of UE and

CIPSCO have approved the Transaction.

Pursuant to the Merger Agreement, each

outstanding share of CIPSCO common

stock will be converted into 1.03 shares

of Ameren Common Stock, par value

$.01 per share (‘‘Ameren Common

Stock’’), and each outstanding share of

UE common stock will be converted

into one share of Ameren Common

Stock. The outstanding UE and CIPS

preferred stock will not be affected in

the Transaction. Ameren is expected to

have a total of 137,215,462 shares of

Ameren Common Stock outstanding.

The Merger Agreement also provides

that UE expects to transfer its retail

electric and gas distribution utility

assets located in Illinois to CIPS. As a

result, after consummation of the

Transaction, CIPS is expected to begin

providing service to the approximately

65,000 electric customers and 18,000 as

customers currently served by UE in

Illinois.

Ameren proposes to issue and/or

acquire in open market transactions,

from time to time during the first five

years after the date of the order issued

by the Commission herein, up to 19

million shares of Ameren Common

Stock under Ameren’s proposed

dividend reinvestment plan and certain

employee benefit plans that will use

Ameren Common Stock.

Ameren Services will be incorporated

in Missouri, prior to the consummation

of the Transaction, to serve as the

service company for the Ameren system.

Ameren Services will provide UE and

CIPS, and the other companies of the

Ameren system, with a variety of

administrative, management and

support services. The authorized capital

stock of Ameren Services will consist of

1,000 shares of common stock, par value

$.01 per share, and all issued and

outstanding shares will be held by

Ameren upon consummation of the

Transaction. Ameren Services will enter

into a General Services Agreement with

Ameren, UE, CIPS and CIPSCO

Investment.

Ameren Services will provide UE,

CIPS, UEDC and CIPSCO Investment,

pursuant to a General Services

Agreement, with one or more of the

following: building services, accounting,

corporate communications, corporate

planning, customer services and

division support, economic

development, energy supply,

engineering and construction,

environmental services and safety, fossil

fuel procurement, gas supply, general

counsel, human resources, industrial

relations, information services, internal

audit, marketing, merger coordination,

motor transportation, purchasing, real

estate, stores, tax, treasury operations,

investor services and other services. In

accordance with the General Services

Agreement, services provided by

Ameren Services will be directly

assigned, distributed or allocated by

activity, project, program, work order or

other appropriate basis. Employees of

Ameren Services will record

transactions utilizing existing data

capture and accounting systems. Costs

of Ameren Services will be accumulated

in accounts and directly assigned,

distributed and allocated to the

appropriate company in accordance

with the guidelines set forth in the

General Services Agreement.

It is anticipated that Ameren Services

will be staffed primarily by transferring

personnel from the current employee

rosters of UE and CIPS. Ameren

Services’ accounting and cost allocation

methods and procedures will be

structured so as to comply with the

Commission’s standards for service

companies in registered holding

company systems. Ameren will

structure a General Services Agreement

so as to comply with section 13 of the

Act and the Commission’s rules and

regulations thereunder. Thus, charges

for all services provided by Ameren

Services to affiliated utility companies
Federal Register / Vol. 62, No. 36 / Monday, February 24, 1997 / Notices 8285

and nonutility companies will be on an

‘‘at cost’’ basis as determined under

rules 90 and 91 of the Act.

In addition to the services to be

provided by Ameren Services, UE and

CIPS may from time to time or in

emergency situations provide one

another with certain services incidental

to their utility businesses, such as meter

reading, materials management,

transportation, and services of linemen

and gas trouble crews. These services

will be provided at cost in accordance

with the standards of the Act and the

Commission’s rules and regulations

thereunder.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4444 Filed 2–21–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22516; 811–5255]

The Rodney Square International

Securities Fund, Inc.; Notice of

Application

February 14, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: The Rodney Square

International Securities Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on December 26, 1996 and amended on

February 11, 1997.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving 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

March 11, 1997, and should be

accompanied by proof of service on

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 may request notification of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

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

Applicant, Rodney Square North, 1100

North Market Street, Wilmington,

Delaware 19809–0001.

FOR FURTHER INFORMATION CONTACT:

Shirley A. Bodden, Paralegal Specialist,

at (202) 942–0575, or Mercer E. Bullard,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a registered open-end

management investment company

organized as a Maryland corporation.

On July 24, 1987, applicant registered

under the Act by filing a notification of

registration on Form N–8A. On the same

date, applicant filed a registration

statement under the Act and under the

Securities Act of 1933 to register an

indefinite number of shares of its only

series, The Rodney Square International

Equity Fund (the ‘‘Fund’’). The

registration statement became effective

on October 27, 1987, and applicant

commenced a public offering of the

shares on November 2, 1987.

2. In order to stop further losses on

the part of the shareholders, and

because net asset value was declining,

on May 20, 1996, applicant’s board of

directors adopted the following

resolutions: (1) that liquidation and

dissolution of the applicant was

advisable and (2) that a special meeting

of the applicant’s shareholders be called

to approve the liquidation and

dissolution of the applicant. Proxy

materials were filed with the SEC on

July 5, 1996 and were mailed to

applicant’s shareholders on or about

that date. At a meeting held on July 25,

1996, shareholders approved the

liquidation and dissolution of the

applicant.

3. At the close of business on July 30,

1996, the Fund had approximately

102,312 outstanding shares with an

aggregate net asset value of $1,334,984

and a per share net asset value of

$13.05. Immediately following the close

of business on July 31, 1996, applicant

redeemed all of its outstanding shares at

their net asset value of $13.06 per share,

except for 25,000 shares held by Rodney

Square Mangement Corporation,

applicant’s administrator and transfer

agent. The shares held by Rodney

Square Management Corporation were

not redeemed on July 31, 1996, as

certain of applicant’s portfolio securities

were ‘‘when-issued’’ and not readily

saleable. These securities were

subsequently sold in open market

transactions at their then-current market

prices. The shares held by Rodney

Square Management Corporation were

redeemed on October 30, 1996, for

$323,811, or $12.95 per share. Applicant

has made distributions in complete

liquidation to all its securityholders.

4. All expenses, including legal,

accounting, and other general and

administrative expenses, relating to

applicant’s liquidation and the winding

up of its affairs, except for brokerage

commissions incurred in connection

with the sale of applicant’s portfolio

securities, have been borne by

Wilmington Trust Company, applicant’s

investment adviser. These expenses

totaled approximately $22,771.

Brokerage commissions incurred from

May 20, 1996 to October 30, 1996 in

connection with the sale of applicant’s

portfolio securities were approximately

$62,584.

5. At the time of this application,

applicant has no outstanding assets,

securityholders, debts or liabilities.

Applicant is not a party to any litigation

or administrative proceeding. Applicant

is not now engaged, nor does it propose

to engage, in any business activities

other than those necessary for the

winding up of its affairs.

6. Applicant intends to file Articles of

Resolution with the State of Maryland to

effect its dissolution as a Maryland

corporation.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4443 Filed 2–21–97; 8:45 am]

BILLING CODE 8010–01–M

Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

Sunshine Act, Pub. L. 94–409, that the

Securities and Exchange Commission

will hold the following open meeting

during the week of February 24, 1997.

An open meeting will be held on

Thursday, February 27, 1997, at 9:00

a.m., in Room 1C30.

The subject matter of the open

meeting scheduled for Thursday,

February 27, 1997, at 9:00 a.m., will be:

The Commission will consider whether to

propose for public comment: (i) amendments

to Form N–1A under the Investment

Company Act of 1940 and the Securities Act

of 1933, which would revise the disclosure

requirements for mutual fund prospectuses to

focus prospectus disclosure on essential

information about a particular fund that