Federal Register / Vol. 65, No. 192 / Tuesday, October 3, 2000 / Notices 59035

1 17 CFR 240.11Aa3–2.

2OPRA is a National Market System Plan

approved by the Commission pursuant to Section

11A of the Act and Rule 11Aa3–2 thereunder. See

Securities 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 six exchanges that are participants

to the Plan are the American Stock Exchange, the

Chicago Board Options Exchange, the International

Securities Exchange, the New York Stock Exchange,

the Pacific Exchange, and the Philadelphia Stock

Exchange.

3See Securities Exchange Act Release No. 42817

(May 24, 2000), 65 FR 35149 (June 1, 2000) (SR–

OPRA–99–01).

4See Section III(c) of the Second Restatement of

the CTA Plan as restated December 1995, and

Section III(c) of the Restatement of the CQ Plan as

restated December 1995.

substantially all of their income from

these activities.

In addition, NiSource requests

approval for Rule 58 Subsidiaries to

invest, directly or indirectly through

other subsidiaries, in natural gas

pipelines or storage facilities located

outside the United States. Investments

in these entities would also count

against the $300 million investment

limitation. NiSource requests that the

Commission reserve jurisdiction over (1)

the proposed exploration and

production activities in foreign

countries other than Canada pending

completion of the record; and (2)

investments in pipeline and storage

facilities outside the United States

pending completion of the record.

O. Payment of Dividends

1. NiSource, Columbia and the Utility

Subsidiaries. Applicants state that

before or shortly after the Merger,

certain non-core assets or businesses of

Columbia would be sold. In that event,

the Applicants request authority for

Columbia to transfer the net proceeds of

the sale or sales to NiSource, either by

paying a dividend or by repurchasing

shares of its Common Stock that are

held by NiSource. NiSource intends to

use some or all of the proceeds of these

non-core asset sales to repay

Acquisition Debt.

2. Nonutility Subsidiaries. Applicants

state that there may be situations in

which one or more Nonutility

Subsidiaries would have unrestricted

cash available for distribution in excess

of current and retained earnings.

Accordingly, Applicants propose that

the Nonutility Subsidiaries be permitted

to pay dividends from time to time

through the Authorization Period, out of

capital and unearned surplus (including

any revaluation reserve), to the extent

permitted under applicable corporate

law.

P. Tax Allocation Agreement

NiSource requests that the

Commission approve the tax allocation

agreement (‘‘Tax Allocation

Agreement’’) among NiSource and its

Subsidiaries to allocate consolidate

income tax liabilities in a manner other

than permitted by rule 45(c). Applicants

state that approval is necessary because

the proposed Tax Allocation Agreement

provides for the retention by NiSource

of certain payments from the

Subsidiaries for tax losses that NiSource

will incur due to interest expense it

would pay on the Acquisition Debt,

rather than the allocation of those losses

to Subsidiaries without payment, as rule

45(c)(5) would otherwise require.

Applicants requests that the

Commission reserve jurisdiction over

the Tax Allocation Agreement pending

completion of the record.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–25332 Filed 10–2–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43347; File No. SR–OPRA–

00–08]

Options Price Reporting Authority;

Notice of Filing of a Proposal To

Amend the Options Price Reporting

Authority Plan To Establish Standards

for Determining a Participation Fee

September 26, 2000.

Pursuant to Rule 11Aa3–2 under the

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

September 12, 2000, the Options Price

Reporting Authority (‘‘OPRA’’) 2

submitted to the Securities and

Exchange Commission (‘‘SEC’’ or

‘‘Commission’’) an amendment to the

Plan for Reporting of Consolidated

Options Last Sale Reports and

Quotation Information (‘‘Plan’’). The

proposed Plan amendment would

incorporate in the Plan factors to be

considered by OPRA in determining the

amount of the participating fee

described in the current Plan as payable

by each new party to the Plan.

I. Description and Purpose of the

Amendment

The Plan currently provides that any

national securities exchange or

registered securities association whose

rules governing the trading of

standardized options have been

approved by the Commission may

become a party to the Plan, provided it

agrees to conform to the terms and

conditions of the Plan and pays a

participation fee to OPRA. The Plan

does not establish the amount of the

participation fee, but instead, states that

the amount of the fee will be

determined by OPRA in connection

with each new application for

participation, based upon standards

incorporated in the Plan.3 This

approach provides sufficient flexibility

to permit the determination of the fee to

take into account the unique

circumstances of each new application

while, at the same time, assuring that

the amount of the fee is based upon a

set of established standards, thus

enabling the fee to be administered in a

fair and consistent manner. Under this

structure, the amount of the

participation fee will be determined in

discussions with each applicant in light

of the standards embodied in the Plan,

under the general oversight of the

Commission. This is the same general

approach that is reflected in the Plans

of other registered securities

information processors, such as the

Consolidated Tape Association and the

Consolidated Quotation System.4

Although the Plan currently provides

for a participation fee to be determined

in the manner described above, it does

not reflect the specific standards to be

applied in determining the amount of

the fee. Instead, the Plan contemplates

that these standards will be

incorporated in the Plan by means of a

Plan amendment to be filed with and

approved by the Commission prior to

the determination of the participation

fee to be paid by the International

Securities Exchange, LLC (‘‘ISE’’),

which at present is the only party to the

Plan to which a fee based upon these

standards will apply. This filing

proposes to amend the Plan for the

purpose of incorporating these

standards in the Plan. As the Plan

provides, ISE, as the only party subject

to a participation fee to be determined

on the basis of the standards now

proposed, did not vote on the adoption

of these standards, but it did participate

in the discussion of the proposed

standards.don

The purpose of the participation fee is

to require each new party to the Plan to

pay a fair share of the costs previously

paid by the other parties for the

development, expansion, and

maintenance of the OPRA system.

Consistent with this purpose, the

standards now proposed to be embodied

in the Plan for the determination of the

participation fee are for the most part

59036 Federal Register / Vol. 65, No. 192 / Tuesday, October 3, 2000 / Notices

5 17 CFR 240.11Aa3–2.

6 17 CFR 200.30–3(a)(29).

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

2 17 CFR 240.19b–4.

3See August 2, 2000 letter from Kathleen A.

O’Mara, Assistant General Counsel, NASD

Regulation to Katherine A. England, Assistant

Director, Division of Market Regulation, SEC

(‘‘Amendment No. 1’’). Amendment No. 1

broadened the scope of the proposed rule change.

concerned with these categories of costs.

Because OPRA, as an administrative

committee of exchanges, does not

account for any assets of its own, it does

not capitalize any of its costs but

instead, simply passes them on to the

exchanges. However, OPRA believes

that the concept of capitalized costs is

an appropriate factor to be taken into

account in determining what should be

a proper participation fee. Accordingly,

the first factor proposed to be included

in the Plan for this purpose is to

consider what would have been

amortized as OPRA’s capital

expenditures over the past five years if

OPRA were subject to generally

accepted accounting principles. OPRA

believes that five years is an appropriate

time frame for this purpose not only

because it represents a reasonable life

for the kinds of computer hardware and

software assets that make up the OPRA

system, but also because it is a short

enough period to provide a reasonable

basis for determining how much of

OPRA’s past expenses should be shared

by a new party.

The next factor proposed to be

considered is an assessment of costs

incurred and to be incurred by OPRA in

connection with any modifications to

the OPRA system necessary to

accommodate the new party, unless

these costs have otherwise been paid or

reimbursed by the new party. This, too,

is a cost-based factor, and reflects that

it is appropriate for a new party to pay

the costs uniquely associated with its

becoming a party.

Finally, OPRA proposes that the

determination of the participation fee

would also take into account previous

fees paid by other new parties. Of

course, the closer in time any such prior

fees were paid and the greater the

similarity of the circumstances between

the participation of the other parties and

the party that is to pay the participation

fee under consideration, the greater will

be the weight given to this factor, in the

interest of fairness and consistency.

Although the participation fee to be

paid by ISE will not be payable unless

and until specific standards for

determining the fee have been approved

by the Commission, ISE and the other

parties have had discussions concerning

what would be the amount of the fee if

the standards proposed in this

amendment were approved, and they

have reached agreement on both the

amount of the fee and the terms of

payment.

II. Implementation of the Plan

Amendment

OPRA intends to make the proposed

amendment to the Plan reflected in this

filing effective immediately upon the

approval of the amendment by the

Commission pursuant to Rule 11Aa3–2

under the Act.5

III. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing,

including whether the proposed Plan

amendment is consistent with the Act.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, NW.,

Washington, DC 20549–0609. Copies of

the submission, all subsequent

amendments, and all written statements

with respect to the proposed Plan

amendment that are filed with the

Commission, and all written

communications relating to the

proposed Plan amendment between the

Commission and any person, other than

those withheld from the public in

accordance with the provisions of 5

U.S.C. 552, will be available for

inspection and copying in the

Commission’s Public Reference Room.

Copies of the filing also will be available

at the principal offices of OPRA. All

submissions should refer to File No.

SR–OPRA–00–08 and should be

submitted by October 24, 2000.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.6

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–25294 Filed 10–2–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43346; File No. SR–NASD–

00–33]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change and

Amendment No. 1 by the National

Association of Securities Dealers, Inc.

to Amend NASD Rule 3340 to Prohibit

Publication of Quotations or

Indications of Interest in a Security

During a Trading Halt

September 26, 2000.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on June 7,

2000, the National Association of

Securities Dealers, Inc. (‘‘NASD’’ or

‘‘Association’’), through its wholly

owned subsidiary, NASD Regulation,

Inc. (‘‘NASD Regulation’’), filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II, and

III below, which Items have been

prepared by NASD Regulation. On

August 2, 2000, NASD Regulation

amended the proposal.3 The

Commission is publishing this notice to

solicit comments on the proposed rule

change, as amended, from interested

persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

NASD Regulation proposes to amend

NASD Rule 3340 to prohibit the

publication by members of quotations or

indications of interest for a security

during a trading halt. The text of the

proposed rule change is below.

Proposed new language is in italics.

Proposed deletions are in brackets.

3340. Prohibition on Transactions,

Publication of Quotations, or

Publication of Indications of Interest

During Trading Halts

No member or person associated with

a member shall, directly or indirectly,

effect any transaction or publish a

quotation, a priced bid and/or offer, an

unpriced indication of interest

(including ‘‘bid wanted’’ and ‘‘offer

wanted’’ and name only indications), or

a bid or offer, accompanied by a

modifier to reflect unsolicited customer

interest, in [a] any security as to which

a trading halt is currently in effect.

* * * * *

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

NASD Regulation included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below.

NASD Regulation has prepared

summaries, set forth in sections A, B,

and C below, of the most significant

aspects of such statements.