65034 Federal Register / Vol. 65, No. 211 / Tuesday, October 31, 2000 / Notices

1 Investments in Exempt Entities may take the

form of: guarantees of indebtedness or other

obligations of Exempt Entities; assumptions of

liability of Exempt Entities; and guarantees and

letter of credit reimbursement agreements in

support of equity contribution obligations or

otherwise in connection with project development

activities of Exempt Entities.

2 Investments in Project Parents may take the

form of cash capital contributions or open account

advances; promissory notes; guarantees of the

principal of or interest on promissory notes or other

evidence of indebtedness or obligations of a Project

Parent; undertakings to contribute equity to a

Project Parent; and assumptions of a Project

Parent’s liability.

3These guarantees include support instruments

or bank letter of credit reimbursement agreements

or similar instruments or undertakings.

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

2 17 CFR 240.19b–4.

3Letter from Bruce Ferguson, Associate General

Counsel, Legal & Regulatory policy, Amex, to Jack

Drogin, Assistant Director, Division of Market

Regulation, Commission, September 25, 2000

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

revision to the text of Amex Rule 417(c) to remove

a specific reference to the Code of Conduct of the

National Association of Securities Dealers, Inc.

(‘‘NASD’’).

Inc., El Canada Holding Limited, El

Brooklyn Power Limited, El Services

Canada Limited, NCP Houston Power,

Inc., NCP Perry, Inc., GPU Power, Inc.,

Guaracachi America, Inc., El

Barranquilla, Inc., Barranquilla Lease

Holdings, Inc., El International, Los

Amigos Leasing Company, Ltd., GPUI

Colombia, Ltda., International Power

Advisors, Inc., Hanover Energy

Corporation, Austin Cogeneration

Corporation, Austin Cogeneration

Partners, L.P., GPU Power Philippines,

GPU International Asia, Inc., and GPU

Power Ireland, Inc., all nonutility

subsidiaries of GPU, all located at One

Upper Pond Road, Parsippany, New

Jersey 07960, have filed a post-effective

amendment under sections 6(a), 7, 9(a),

10, 12, 32, and 33 of the Act and rules

43, 45, and 54 under the Act to a

previously filed declaration-application.

GPU is currently authorized by order

dated December 22, 1997 (HCAR No.

26800) (‘‘Prior Order’’) to finance

investments, through December 31,

2000 (‘‘Authorization Period’’), of up to

100% of its consolidated retained

earnings in exempt wholesale generators

and foreign utility companies

(collectively, ‘‘Exempt Entities’’),1 and

in other subsidiaries that are not Exempt

Entities, but are exclusively engaged,

directly or indirectly, in the business of

owning and holding ownership interests

in Exempt Entities and of engaging in

related project development activities

(‘‘Project Parents’’).2 The Commission

also authorized Project Parents in the

Prior Order to guarantee or assume

liabilities with respect to securities

issued by, or other obligations of, their

direct or indirect subsidiaries through

the Authorization Period,3 to the extent

these guarantees are not exempt under

rules 45 and 52 under the Act, in an

aggregate amount outstanding at any

one time not to exceed $1 billion.

Applicants seek to extend the

Authorization Period to engage in these

transactions until June 30, 2003.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–27859 Filed 10–30–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

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 meeting during

the week of October 30, 2000.

A closed meeting will be held on

Thursday, November 2, 2000 at 11 a.m.

Commissioners, Counsel to the

Commissioners, the Secretary to the

Commission, and recording secretaries

will attend the closed meeting. Certain

staff members who have an interest in

the matters may also be present.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c)(4), (8), (9)(A) and (10)

and 17 CFR 200.402(a)(4), (8), (9)(A) and

(10), permit consideration for the

scheduled matters at the closed meeting.

The subject matters of the closed

meeting scheduled Thursday, November

2, 2000 will be:

• Institution and settlement of

injunctive actions; and

• Institution and settlement of

administrative proceedings of an

enforcement nature

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, mattes have been added, deleted or

postponed, please contact:

The Office of the Secretary at (202)

942–7070.

Dated: October 25, 2000.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–27987 Filed 10–27–00; 11:13

am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43468; File No. SR–Amex–

00–23]

Self Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange LLC

Relating to Member Firm Transactions

With Exchange Employees

October 20, 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 April 13,

2000, the American Stock Exchange LLC

(‘‘Amex’’ or ‘‘Exchange’’) filed with the

Securities and Exchange Commission

(‘‘Commission or SEC’’) the proposed

rule change as described in Items I, II,

and III below, which Items have been

prepared by the Exchange. On

September 25, 2000, the Amex filed

Amendment No. 1 to 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.

The Exchange is proposing to amend

Amex rules relating to member firm

transactions with Exchange employees.

proposed new language is italicized,

proposed deletions are in brackets.

* * * * *

Rule 416. [Accounts of Employees of

Exchange and Members]

Member Employee Transactions with

Another Member Organization

No member or member organization

shall open a cash or margin account or

execute any transaction in securities or

commodities in which an employee of

[the Exchange or of any corporate

subsidiary of the Exchange or of any]

another is directly or indirectly

interested without the prior written

consent of the employer. Where such

prior consent has been obtained,

duplicate confirmations and account

statements shall be sent to the employer.

Commentary

Federal Register / Vol. 65, No. 211 / Tuesday, October 31, 2000 / Notices 65035

4See Letter, from James F. Duffy, Executive Vice

President and General Counsel, Legal and

Regulatory Policy, Amex, to Lori Richards, Director,

Office of Compliance Inspections and Examinations

(‘‘OCIE’’), Commission, February 5, 1999.

5The NASD has filed a proposed rule change to

adopt a new rule very similar to new Amex Rule

471 (SR–NASD–00–50).

[.01 Employees of Exchange—An

employee of the Exchange, who wishes

to open a securities or commodities

account shall apply for permission from

the Human Resources Department of the

Exchange.]

[.02] .01 The requirement to send

duplicate conformations and statements

shall be as stated in Commentary .02 to

Rule 415.

Amendments.

March 3, 1954.

December 9, 1993.

May 16, 1995.

* * * * *

Rule 15. Loans by [Exchange Officers]

Members

Without the prior approval of the

Board of Governors, (i) no member,

member organization, approved person,

employee or any employee or any

employee pension, retirement or similar

plan of any member organization

(‘‘Member’’) shall directly or indirectly

make any loan of money or securities to,

or obtain any such loan from, any

member of the Board of Governors, any

member of any committee of the

Exchange, or any Trustee of the Gratuity

Fund (‘‘Designated Person’’) and (ii) no

[member of the Board of Governors or of

any committee of the Exchange, no

Trustee of the Gratuity Fund and no

officer or employee of the Exchange]

Such Designated Person shall directly or

indirectly make any such loan [of

money or securities] to, or obtain any

such loan form, any [member, member

organization, approved person,

employee or any employee pension,

retirement or similar plan of any

member organization] Member, unless

such loan be:

(a) Fully secured by readily

marketable collateral, or

(b) Made by a Governor, committee

member of Trustee to, or obtained by a

Governor, committee member or Trustee

from, the member organization of which

he is a member or employee or a

member or employee therein or a party

to a registered joint account in which

such Governor, committee member or

Trustee participates.

Amendments.

September 6, 1962.

June 1, 1970.

* * * * *

[Rule 348. Gratuities to Employees of

Exchange]

[No member or member organization

may, without the prior written approval

of the Exchange, employ or give any

compensation or gratuity to any

employee of the Exchange or any

employee of any corporate subsidiary of

the Exchange.]

[Amendment.

July 29, 1965, effective August 16,

1965.]

[Commentary]

[.01 Gratuity Defined.—A gratuity is

a gift of any nature. Pursuant to

Exchange policy, however, gratuities

valued at $50 or less in total to any one

person during a calendar year are

considered an exception to Rule 348,

and prior written approval of the

Exchange is not required.]

[.02 Records.—Records must be

retained by members and member

organizations as to any gratuity as

required by Commentary 2 to Rule 347

above.]

[.03 Obtaining Written Approval.—

Requests for approval of any

employment or gratuity under Rule 348

should be directed to the Secretary’s

Office.]

[Amendments.

Adopted July 29, 1965, effective August

16, 1965.

December 14, 1977.]

* * * * *

Rule 417. Transactions Involving

Exchange Employees

(a) When a member or member

organization has actual notice that an

Exchange employee has a financial

interest in, or controls trading in, an

account, the member or member

organization shall promptly obtain and

implement an instruction from the

Exchange employee directing that

duplicate account statements be

provided by the member or member

organization to the Exchange.

(b) No member or member

organization shall directly or indirectly

make any loan of money or securities to

any Exchange employee; provided,

however, that this prohibition does not

apply to loans made in the context of

disclosed, routine banking and

brokerage agreements, or loans that are

clearly motivated by a personal or

family relationship.

(c) No member or member

organization shall directly or indirectly

give, or permit to be given, anything of

more than nominal value to any

Exchange employee who has

responsibility for a regulatory matter

that involves the member or member

organization. For purposes of this

subsection, the term ‘‘regulatory matter’’

includes, but is not limited to,

examinations, disciplinary proceedings,

membership applications, listing

applications, delisting proceedings, and

dispute resolution proceedings that

involve the member or member

organization. Members and member

organizations may not otherwise give

business gifts or courtesies to Exchange

employees other than to the extent

Exchange employees are permitted to

accept such gifts and courtesies under

the Code of Conduct applicable to

Exchange employees. Records of all gifts

and courtesies shall be kept and

retained by the member or member

organization for the period specified in

SEC Rule 17a–4.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

Exchange 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. The

Exchange has prepared summaries, set

forth in Sections A, B, and C below, of

the most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

In 1998, the Amex completed a

transaction pursuant to which it joined

the family of companies headed by the

NASD. The American Stock Exchange,

Inc. transferred substantially all of its

assets and liabilities to the American

Stock Exchange LLC, a new limited

liability company controlled by the

NASD.4 The Exchange therefore

proposes to amend its rules relating to

member firm transactions with

Exchange employees so that they

conform with the NASD Code of

Conduct. Specifically, the Exchange

proposes to amend Amex Rule 15

(Loans by Exchange Officers) and Amex

rule 416 (Accounts of Employees of

Exchange and Members), to delete

Amex Rule 348 (Gratuities to Employees

of Exchange), and to add new Amex

Rule 417 (Transactions Involving

Exchange Employees).5

a. Member Loans to Exchange

Employees. The NASD and Amex

employees from accepting loans from

members, issuers, or any person with

whom the NASD or Amex transacts

65036 Federal Register / Vol. 65, No. 211 / Tuesday, October 31, 2000 / Notices

6NASD Code of Conduct, Section IX, Paragraph

C.3.

7See Letter from Lori Richards, Director, OCIE,

Commission, to Richard Syron, Chairman and Chief

Executive Officer, Amex, November 6, 1998.

8 Id.

9NASD Code of Conduct, Section VIII, Paragraph

C.

10NASD Code of Conduct, Section IX, Paragraph

B.1.

11NASD Code of Conduct, Section IX, Paragraph

C.

12NASD Code of Conduct, Section IX, Paragraph

B.1.

13NASD Code of Conduction, Section IX,

Interpretation 3.

14 15 U.S.C. 78f(b).

15 15 U.S.C. 78f(b)(5).

business.6 Amex Rule 15 also prohibits

Exchange employees from accepting

loans from members without prior

written approval of the Exchange, but

does not specifically prohibit members

from making those loans to Exchange

employees.

The SEC staff has recommended that

the Amex adopt a rule expressly

prohibiting members from making loans

to Amex employees, outside routine

brokerage or banking relationships.7 The

SEC’s recommendation resulted from an

OCIE examination of the ethical conduct

and conflicts of interest rules, policies,

and procedures of the Exchange. The

SEC staff report noted a 1996 incident

in which an Amex member made a

$70,000 loan to an Amex floor

employee. When the Amex through its

own internal procedures became aware

of the loan, it promptly terminated the

employees for violating its conflict of

interest policies in accepting the loan.

The SEC staff has stated that rules of

self-regulatory organizations (‘‘SROs’’)

should explicitly prohibit SRO members

from extending loans to SRO

employees.8

The Amex therefore proposes to

amend Amex Rule 15 to expressly

provide that no member shall make a

loan to an Exchange employee without

prior approval of the Amex Board of

Governors. Paragraph (b) of new Amex

Rule 417(b) would prohibit members

from making loans to Exchange

employees outside of disclosed, routine

banking and brokerage agreements.

Consistent with existing Code of

Conduct provisions, the prohibition on

member loans to Exchange employees in

new Amex Rule 417(b) would not apply

to loans that are clearly motivated by a

family or personal relationship. Thus,

for example, a registered representative

would not be precluded from making a

personal loan to an adult child who

works at the Amex.

b. Brokerage Accounts of Exchange

Employees. The NASD Code of conduct

requires disclosure of all security and

commodity accounts that an employee

maintains and accounts in which an

employee has a financial interest or

controls trading.9 Employees are

required to instruct the institutions

where such accounts are maintained to

provide duplicate account statements

(but not confirmations) to the NASD

Office of General Counsel, which

records transaction information in a

database. The database can generate

certain types of exception reports (i.e.,

reports of apparent Code violations).

These reports are forwarded to

department heads for follow-up action.

Commentary .01 to Amex Rule 416

currently requires members to obtain

the Exchange’s prior written approval

before opening an account for an

Exchange employees and to provide

duplicate confirmations and statements

to the Exchange. To conform Amex

rules to the NASD Code of Conduct, the

Exchange approval requirement for the

opening of accounts and the

requirement to furnish duplicate

confirmations are being deleted. The

requirements to provide duplicate

statements to the Exchange is being

retained. The Amex also proposes to

adopt new Amex Rule 417(a), which

provides that when a member has actual

notice that an Exchange employee has a

financial interest in an account or

controls trading in an account, duplicate

account statements shall be provided by

the member to the Exchange.

The Amex believes that the

elimination of the Amex approval

requirement for the opening of

employee accounts will substantially

lessen the NASD’s administrative

burden with respect to these accounts.

The Amex represents that the proposed

rule change will simply require

employees to obtain a duplicate

instruction form (available on OASIS,

the NASD’s Intranet), complete and sign

the form, and provide it to the broker/

dealer at which the employee has, or

wishes to open, an account. The

provision of duplicate statements by the

member would allow the NASD to then

properly monitor trading in employee

accounts.

c. Member Gifts to Exchange

Employees. Currently under Amex Rule

348, Amex members must obtain

approval from the Corporate Secretary’s

Office before giving an Exchange

employee gifts valued at over $50 per

year. The Secretary’s Office does not

approve gifts that exceed the $50

threshold for employees in the

Exchange’s Member Firm Regulation

area.

There is no pre-approval mechanism

under the NASD Code of Conduct.10

Employees are prohibited from

accepting any business gifts, including

cash or cash equivalents (e.g., gift

certificates) and gifts of tickets (e.g.,

tickets to a sporting event), from any

NASD or Amex member, Nasdaq or

Amex issuer, or any person or entities

that are involved in any matter in which

the employee is involved.11 Where gifts

are permissible, they may not exceed

$100 in aggregate value from a single

source during a calendar year. All gifts,

regardless of value, must be reported.12

At least once each quarter, department

heads are required to review all gifts

reported by their staffs.13

To conform Amex rules to the NASD

Code of Conduct, Amex Rule 348

(Gratuities to Employees of Exchange)

will be deleted and replaced with new

Amex Rule 417(c), a provision that

parallels the NASD Code of Conduct.

Under paragraph (c) of new Amex Rule

417, members are permitted to give noncash business gifts with an aggregate

annual value of $100 to Exchange

employees when no conflict of interest

exists, but members are prohibited from

giving business gifts or courtesies of

more than nominal value to any

Exchange employee who has

responsibility for a specific regulatory

matter that involves the member. A

‘‘regulatory matter’’ would include such

matters as examinations, disciplinary

proceedings, membership applications,

listing applications, delisting

proceedings, and dispute resolution

proceedings involving the member. The

proposed rule would permit members to

give items of nominal value to

employees responsible for regulatory

matters affecting the member. The Amex

represents that, for example, a member

would be permitted to offer minor

refreshments, such as a soft drink or

coffee, to Amex employees conducting

an on-site examination.

2. Statutory Basis

The Exchange believes that the

proposed rule change is consistent with

section 6(b) of the Act 14 in general, and

furthers the objectives of section

6(b)(5) 15 in particular, in that it is

designed to prevent fraudulent and

manipulative acts and practices.

B. Self-Regulatory Organization’s

Statement on Burden or Competition

C. Self-Regulatory Organizations

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

The Exchange did not solicit or

receive written comments on the

proposed rule change.

Federal Register / Vol. 65, No. 211 / Tuesday, October 31, 2000 / Notices 65037

1 17 CFR 200.30–3(a)(12).

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the Exchange consents,

the Commission will:

(A) By order approve such proposed

rule change, or

(B) Institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing,

including whether the proposed rule

change, as amended, 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, all written

statements with respect to the proposed

rule change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying at

the Commission’s Public Reference

Room.

Copies of such filing will also be

available for inspection and copying at

the principal office of the Exchange. All

submissions should refer to File No.

SR–Amex–00–23 and should be

submitted by November 21, 2000.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority. 16

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–27860 Filed 10–30–00; 8:45 am]

BILLING CODE 8010–01–M

OFFICE OF THE UNITED STATES

TRADE REPRESENTATIVE

Notice of Meeting of the Industry

Functional Advisory Committee for

Customs Matters (IFAC–1)

AGENCY: Office of the United States

Trade Representative.

ACTION: Notice of meeting.

SUMMARY: The Industry Functional

Advisory Committee for Customs

Matters will hold a meeting on

November 9, 2000, from 9:30 a.m. to 1

p.m. The meeting will be closed to the

public from 9:30 a.m. to 12 noon, and

opened to the public from 12 noon to 1

p.m.

DATES: The meeting is scheduled for

November 9, 2000, unless otherwise

notified.

ADDRESSES: The meeting will be held at

the Department of Commerce, Room

B841B, located at 14th Street and

Constitution Avenue, NW., Washington,

DC, unless otherwise notified.

FOR FURTHER INFORMATION CONTACT: Dan

Gardner, (202) 482–3681 and Katherine

Wiehagen (202) 482–0357, Department

of Commerce, 14th Street and

Constitution Avenue, NW., Washington,

DC 20230, or Dominic Bianchi, Office of

the U.S. Trade Representative, 1724 F

Street, NW., Washington, DC 20508,

(202) 395–6120.

SUPPLEMENTARY INFORMATION: During the

opened portion of the meeting the U.S.

Customs Entry Revision Project (ERP)

will be discussed by representatives

from the U.S. Customs Service and the

Bureau of the Census. The ERP was

introduced by the Customs Service in

1999 as a proposal to change U.S.

customs laws and make them more

consistent with current business

practices and promote effective

compliance. This discussion is an

opportunity for the Industry Functional

Advisory Committee for Customs

Matters to be briefed and invite

comments on ERP progress to date.

Dominic Bianchi,

Acting Assistant United States Trade

Representative for Intergovernmental Affairs

and Public Liaison.

[FR Doc. 00–27861 Filed 10–30–00; 8:45 am]

BILLING CODE 3190–01–M

OFFICE OF THE UNITED STATES

TRADE REPRESENTATIVE

Request for Public Comment With

Respect to the Annual National Trade

Estimate Report on Foreign Trade

Barriers

AGENCY: Office of the United States

Trade Representative.

ACTION: Notice.

SUMMARY: Pursuant to section 303 of the

Trade and Tariff Act of 1984, as

amended, USTR is required to publish

annually the National Trade Estimate

Report on Foreign Trade Barriers (NTE).

With this notice, the Trade Policy Staff

Committee (TPSC) is requesting

interested parties to assist it in

identifying significant barriers to U.S.

exports of goods, services and overseas

direct investment for inclusion in the

NTE. Particularly important are

impediments materially affecting the

actual and potential financial

performance of an industry sector. The

TPSC invites written comments that

provide views relevant to the issues to

be examined in preparing the NTE.

DATES: Public comments are due not

later than November 27, 2000.

ADDRESSES: Gloria Blue, Executive

Secretary, Trade Policy Staff Committee,

Office of the United States Trade

Representative, 600 17th Street NW.,

Room 122, Washington, DC 20508.

FOR FURTHER INFORMATION CONTACT:

Gloria Blue, Office of Policy

Coordination, Office of the United

States Trade Representative, (202) 395–

3475.

SUPPLEMENTARY INFORMATION: Last year’s

report may be found on USTR’s Internet

Home Page (www.ustr.gov) under the

section on Reports. In order to ensure

compliance with the statutory mandate

for reporting foreign trade barriers that

are significant, we will focus

particularly on those restrictions where

there has been active private sector

interest.

The information submitted should

relate to one or more of the following

ten categories of foreign trade barriers:

(1) import policies (e.g., tariffs and

other import changes, quantitative

restrictions, import licensing, and

customs barriers);

(2) standards, testing, labeling, and

certification (including unnecessarily

restrictive application of phytosanitary

standards, refusal to accept U.S.

manufacturers’ self-certification of

conformance to foreign product

standards, and environmental

restrictions);

(3) government procurement (e.g.,

‘‘but national’’ policies and closed

bidding);

(4) export subsidies e.g., export

financing on preferential terms and

agricultural export subsidies that

displace U.S. exports in third country

markets);

(5) lack of intellectual property

protection e.g., inadequate patent,

copyright, and trademark regimes);

(6) services barriers e.g., limits on the

range of financial services offered by

foreign financial institutions, regulation

of international data flows, restrictions

on the use of data processing, quotas on

imports of foreign films, and barriers to

the provision of services by