Federal Register / Vol. 65, No. 212 / Wednesday, November 1, 2000 / Notices 65361

will be made pro rata to PMC and/or the

REIT based on the percentage of the

total amount available for distribution to

PMC and/or the REIT that is attributable

to the loans each such party transferred

to the SPE.

10. PMC and the REIT will agree

pursuant to the organizational

documents of the SPE or a separate

agreement to reimburse the other party

to the extent that such other party’s

residual interest in the loans it

transferred to the SPE is

disproportionately impacted as a result

of the non-performance of the loans

transferred to the SPE by PMC or the

REIT, as the case may be.

11. Each of PMC and the REIT will

continue to service the loans it transfers

to the SPE and shall receive the

servicing fee payable in respect thereof

for so long as PMC and the REIT service

the loans in accordance with the terms

of the securitization documents.

12. PMC and the REIT will provide

quarterly servicing reports to the board

of directors of PMC and the trust

managers of the REIT. Such reports shall

show in reasonable detail all collections

received from the loans transferred by

each of PMC and the REIT as well as all

deposits, payments and distributions

made from the collection amounts and

the reserve account. Such servicing

reports shall also provide information

on the status of any delinquent loans

and any loan that becomes a charged-off

loan.

13. PMC and the REIT will provide to

the board of directors of PMC and the

trust managers of the REIT notice of the

occurrence of any event, non-payment

or loan loss with respect to any loan

transferred to the SPE by one party that

reduces the reserve account or increases

the minimum amount required to be on

deposit in the reserve account or causes

the other party not to receive the

distribution amount that it would have

otherwise been entitled to receive if

such event or loss had not occurred

(each a ‘‘Reimbursement Trigger

Event’’).

14. PMC and the REIT will provide

the board of directors of PMC and the

trust managers of the REIT with notice

when all amounts owing to PMC or the

REIT, as the case may be, in respect of

a Reimbursement Trigger Event have

been paid in full by the other party.

15. The expenses associated with each

joint securitization transaction will be

shared by PMC and the REIT in

proportion to their ownership interests

in the SPE.

16. The terms and conditions of each

joint securitization will be the same for

PMC and the REIT.

17. The Independent Directors will

review quarterly all relevant

information concerning joint

securitization transactions created

during the preceding quarter to

determine whether the conditions set

forth in the application were compiled

with.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–27976 Filed 10–31–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27261]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

October 25, 2000.

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 under the Act. All

interested persons are referred to the

application(s) and/or declaration(s) for

complete statement of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendment(s) is/are available for

public inspection through the

Commission’s Branch 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

November 20, 2000, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549–0609, 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 the case of an attorney at

law, by certificate) should be filed with

the request. Any request for hearing

should identify specifically the issues of

facts 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 November 20, 2000, the

application(s) and/or declaration(s), as

filed or as amended, may be granted

and/or permitted to become effective.

Appalachian Power Company

[70–5503]

Appalachian Power Company

(‘‘Appalachian’’), 40 Franklin Road, SW,

Roanoke, Virginia 24011, an electric

public-utility subsidiary company of

American Electric Power Company, Inc.,

a registered holding company, has filed

a post-effective amendment to its

application-declaration under sections

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

44 and 54 under the Act.

By order dated December 10, 1974

(HCAR No. 18703), the Commission

authorized Appalachian, among other

things, to enter into an agreement of sale

(‘‘Agreement’’) with the Industrial

Development Authority of Russell

County, Virginia (‘‘Authority’’),

concerning the financing of pollution

control facilities (‘‘Facilities’’) at

Appalachian’s Glen Lyn and Clinch

River plants. Under the Agreement, the

Authority may issue and sell its

pollution control revenue bonds

(‘‘Revenue Bonds’’) or pollution control

refunding bonds (‘‘Refunding Bonds’’

and, together with Revenue Bonds,

‘‘Bonds’’), in one or more series, and

deposit the proceeds with the trustee

(‘‘Trustee’’) under an indenture

(‘‘Indenture’’) entered into between the

Authority and the Trustee. The Trustee

applies the proceeds to the payment of

the costs of construction of the Facilities

or, in the case of proceeds from the sale

of the Refunding Bonds, to the payment

of principal, premium (if any) and/or

interest on Bonds to be refunded.

The same order also authorized

Appalachian to convey an undivided

interest in a portion of the Facilities to

the Authority, and to reacquire that

interest under an installment sales

arrangement (‘‘Sales Agreement’’)

requiring Appalachian to pay as the

purchase price semi-annual installments

in an amount that, together with other

funds held by the Trustee under the

Indenture for that purpose, will enable

the Authority to pay, when due, the

interest and principal on the Bonds. The

Authority has issued and sold eight

series of Bonds in an aggregate principal

amount of $116.24 million of which

$37.0 million presently are outstanding.

The Authority now intends to issue

and sell an additional series of bonds in

the aggregate principal amount of up to

$17.5 million (‘‘Series I Refunding

Bonds)’’ the proceeds of which will be

used to provide for the redemption on

or prior to maturity of $17.5 million

principal amount of the Series G Bonds

of the Authority. It is contemplated that

the Series I Refunding Bonds will be

issued and secured under a

supplemental indenture between the

Authority and the Trustee. Appalachian

proposes to enter into an amended Sales

Agreement in connection with the

Series I Refunding Bonds under

essentially the same terms and

65362 Federal Register / Vol. 65, No. 212 / Wednesday, November 1, 2000 / Notices

1Alabama, Georgia, Gulf, Mississippi and

Savannah are public-utility subsidiary companies of

Southern. Alabama and Georgia each own 50% of

the common stock of SEGCO and are each entitled

to 50% of the output of SEGCO. Alabama, Georgia,

Gulf, Mississippi, Savannah and SEGCO are

referred to as ‘‘Operating Companies.’’

conditions of the original Sales

Agreement.

It is contemplated that the series I

Refunding Bonds will be sold under

arrangements with a group of

underwriters with such terms as shall be

specified by Appalachian. The Series I

Refunding Bonds shall have a stated

maturity of no more than forty years, a

fixed rate of interest that shall not

exceed 8% per annum or an initial rate

of interest by any fluctuating rate Bonds

that shall not exceed 8%. If it is deemed

advisable, the Series I Refunding Bonds

may be provided some form of credit

enhancement.

Appalachian Power company

[70–6171]

Appalachian Power company

(‘‘Appalachian’’), 40 Franklin Road,

SW., Roanoke, Virginia 24011, an

electric public-utility subsidiary

company of American Electric Power

Company, Inc., a registered holding

company, has filed a post-effective

amendment to its applicationdeclaration under sections 9(a), 10 and

12(d) of the Act and rules 44 and 54

under the Act.

By order dated June 30, 1978 (HCAR

No. 20610) (‘‘Order’’), Appalachian was

authorized, among other things, to enter

into an agreement of sale (‘‘Agreement’’)

with Mason County, West Virginia

(‘‘County’’). The Agreement provided

for the construction, installation,

financing and sale of certain pollution

control facilities (‘‘Facilities’’) at

Appalachian’s Mountaineer and Philip

Sporn Units 1 and 3. Under the

Agreement, the County may issue and

sell its pollution control revenue bonds

(‘‘Revenue Bonds’’) or pollution control

refunding bonds (‘‘Refunding Bonds’’

and, together with Revenue Bonds,

‘‘Bonds’’), in one or more series, and

deposit the proceeds with the trustee

(‘‘Trustee’’) under an indenture

(‘‘Indenture’’) entered into between the

County and the Trustee. The proceeds

are applied by the Trustee to the

payment of the costs of construction of

the Facilities, or in the case of proceeds

from the sale of Refunding Bonds, to the

payment of the principal, premium (if

any) and/or interest on Bonds to be

refunded.

The Order also authorized

Appalachian to convey an undivided

interest in a portion of the Facilities to

the County, and to reacquire that

interest under an installment sales

arrangement (‘‘Sales Agreement’’)

requiring Appalachian to pay as the

purchase price semi-annual installments

in an amount that, together with other

funds held by the Trustee under the

Indenture for that purpose, will enable

the County to pay, when due, the

interest and principal on the Bonds. The

County has issued and sold eight series

of Bonds in an aggregate principal

amount of $350 million of which $130

million presently are outstanding.

It is now proposed that the County

will issue and sell an additional series

of Bonds in the aggregate principal

amount of up to $10 million (‘‘Series L

Refunding Bonds’’) the proceeds of

which will be used to provide for the

redemption on or prior to maturity of

$10 million principal amount of the

Series H Bonds of the County. It is

contemplated that the Series L

Refunding Bonds will be issued and

secured under a supplemental indenture

between the County and the Trustee.

Appalachian proposes to enter into an

amended Sales Agreement in

connection with the Series L Refunding

under essentially the same terms and

conditions of the original Sales

Agreement.

It is contemplated that the Series L

Refunding Bonds will be sold under

arrangements with a group of

underwriters with such terms as shall be

specified by Appalachian. The Series L

Refunding Bonds shall have a stated

maturity of no more than forty years, a

fixed rate of interest that shall not

exceed 8% per annum or an initial rate

of interest by any fluctuating rate Bonds

that shall not exceed 8%. If it is deemed

advisable, the Series L Refunding Bonds

may be provided some form of credit

enhancement.

The Southern Company, et al.

[70–9701]

The Southern Company (‘‘Southern’’),

a registered holding company, 270

Peachtree Street, N.W., Atlanta, Georgia

30303, and its public-utility subsidiary

companies, Alabama Power Company

(‘‘Alabama’’), 600 North 18th Street,

Birmingham, Alabama 35291, Georgia

Power Company (‘‘Georgia’’), 241 Ralph

McGill Boulevard, N.E., Atlanta, Georgia

30308, Gulf Power Company (‘‘Gulf’’),

One Energy Place, Pensacola, Florida

32520, Mississippi Power Company

(‘‘Mississippi’’), 2992 West Beach,

Gulfport, Mississippi 39501, Savannah

Electric and Power Company

(‘‘Savannah’’), 600 East Bay Street,

Savannah, Georgia 31401, and Southern

Electric Generating Company

(‘‘SEGCO’’),1 600 North 18th Street,

Birmingham, Alabama 35291

(collectively, ‘‘Applicants’’), have filed

an application-declaration under

sections 6(a), 7, 9(a), 10, 12(b), 12(c),

12(d) and 13(b) of the Act and rules 43,

45, 46, 53, 54, 90 and 91 under the Act.

Applicants seek authority for

Southern to organize a new subsidiary

company (‘‘NewCo’’). Applicants

propose that NewCo will undertake the

construction and ownership of certain

electric power generation facilities

interconnected to the transmission

systems of the Operating Companies, or

to transmission systems interconnected

to those of the Operating Companies

designed for serving the power

requirements of the Operating

Companies and of other power

purchasers in the region. In addition,

Applicants seek authority for NewCo to

invest in exempt wholesale generators

(‘‘EWGs’’), the generation of which may

not be interconnected to transmission

systems of the Operating Companies.

Certain power generation owned by

NewCo may be integrated into the

power generation owned by the

Operating Companies and operated on a

central dispatch basis by Southern

Company Services, Inc. (‘‘Services’’).

Applicants propose that Southern and

the Operating Companies will transfer

the following asset and types of assets

(collectively, the ‘‘Plant Sites and

Generating Equipment’’) to NewCo:

Plant Dahlberg in Jackson County,

Georgia; plants under construction and/

or undeveloped plant sites prior to their

becoming utility assets; and existing

contracts for wholesale sales of

electricity. Georgia is currently

developing the Plant Dahlberg facility,

an 800 MW simple-cycle natural gas

peaking facility located north of Athens,

Georgia. The facility will initially

consist of ten combustion turbine

generating units. Units 1–8 entered

commercial operation during May

through June, 2000. Units 9 and 10 are

scheduled for commercial operation in

the spring of 2001. Primary fuel for the

units will be natural gas, with No. 2 fuel

oil as a backup. The facility is

interconnected to the Georgia Integrated

Transmission System and the Southern

electrical control area via a 230 kV

transmission line and is centrally

dispatched as part of the Southern

control area. Plant Dahlberg will be

transferred at the book cost of Georgia,

which is estimated to be $275 million,

upon completion of Units 9 and 10 in

the spring of 2001.

The Plant Sites and Generating

Equipment will be transferred or sold to

NewCo in an amount equal to the net

book value. NewCo will pay cash and/

or issue promissory notes, secured by

purchase money mortgages on the Plant

Federal Register / Vol. 65, No. 212 / Wednesday, November 1, 2000 / Notices 65363

Sites and Generating Equipment, to the

respective Operating Company.

Promissory notes will only be issued to

the Operating Companies for a term not

to exceed five years and at interest rates

equivalent to similar securities of a like

maturity, provided that such rate of

interest fully compensates the Operating

Company for its cost of funds. After the

transfer of the Plant Sites and

Generating Equipment, NewCo will

assume responsibility for the

construction and ownership of the Plant

Sites and Generating Equipment.

NewCo will become an ‘‘electric utility

company’’ as defined in section 2(a)(3)

of the Act.

I. Financing Authority

Applicants propose to engage in the

transactions described below from time

to time, as applicable, through June 30,

2005.

A. Equity Funding, Guarantee and

Parent Support Authority

Southern seeks financing authority to

fund the development and growth of

NewCo up to an aggregate amount not

to exceed $1.7 billion. The financings

will take the form of any combination

of: (1) Purchases of or contributions in

respect of limited liability company

interests or other forms of equity

interests; (2) open account advances

without interest; (3) loans; and (4)

guarantees (as described below) issued

in support of securities and other

obligations of NewCo. The proceeds of

the financings will be used to finance

the operations of NewCo including the

acquisition, construction and operation

of power generation facilities, fuel and

power generation equipment

procurement and storage, and energyrelated activities, including those

permitted under rule 58.

Southern and NewCo will maintain

the equity component of NewCo’s

consolidated capitalization at or above

30%. Applicants propose that NewCo be

permitted to maintain a common equity

component less than 30% and request

that the Commission reserve jurisdiction

over transactions that will cause the

common equity component of NewCo’s

consolidated capitalization to fall below

30%.

The loans from Southern will provide

NewCo with liquidity to facilitate cash

management. The loans will be at

interest rates and maturities to provide

a return to Southern of not less than its

effective cost of capital, and will be of

a term not to exceed two years.

Guarantees may be used as credit

support for NewCo. Southern proposes

to issue guarantees or provide other

forms of credit support or enhancements

(collectively, ‘‘Guarantees’’) to, or for

the benefit of, NewCo. Guarantees will

take the form of Southern agreeing to

guarantee, to undertake reimbursement

obligations, to assume liabilities or to

assume other obligations with respect

to, or to act as surety on, bonds, letters

of credit, evidences of indebtedness,

equity commitments, performance and

other obligations undertaken by NewCo.

The terms and conditions of the

Guarantees will be established through

arms-length negotiations based upon

current market conditions. Any

Guarantee issued will be without

recourse to any of the Operating

Companies.

B. NewCo Independent Financing

In connection with its daily

operations, financing the acquisition,

construction and operation of assets

owned by it and its subsidiaries, and to

achieve its business goals, NewCo

proposes to issue securities up to an

aggregate amount of $2.5 billion. This

financing is currently expected to take,

without limitation, the form of bank

loans and/or bank credit support,

project financing, lease or sale/leaseback

transactions, commercial paper

programs, debt secured by NewCo’s

assets or unsecured debt, notes,

debentures, preferred securities, and

other equity. In connection with any

lease or sale/leaseback transaction,

NewCo may transfer or sell utility assets

to a third party. NewCo will lease the

assets from the third party with an

option to buy back the assets.

Applicants request that the Commission

reserve jurisdiction over the sale/

leaseback of any utility assets.

In connection with the issuance of

preferred securities, NewCo will

organize a special purpose subsidiary

(‘‘SPS’’) and might organize another

special purpose subsidiary for the

purpose of complying with applicable

state law. A SPS will issue preferred

securities to third parties and NewCo

will acquire all of the common equity or

general partnership interests of the SPS.

NewCo will simultaneously issue debt

securities to the SPS and may guarantee

certain payments with respect to the

preferred securities.

In connection with project financing

of generating assets, NewCo may acquire

securities or other interests in project

subsidiaries. In addition, NewCo

proposes to incur obligations in

connection with the issuance and sale

by public instrumentalities of one or

more series of revenue bonds.

The interest rate or other distribution

rate for NewCo’s financings will reflect

rates obtained by companies with

comparable credit quality. Applicants

state that the rate will not exceed the

highest of the following rates: (1) 400

basis points over U.S. Treasury

securities; (2) a gross spread over U.S.

Treasury securities that is consistent

with similar securities having

comparable maturities; (3) 200 basis

points over the prime rate; or (4) 350

basis points over the London Interbank

Offered Rate.

NewCo requests authority for it and

its subsidiaries (discussed below) to pay

dividends to Southern out of capital or

unearned surplus to the extent

permitted by capitalization and without

impairing the rights of the holder of

outstanding securities. This will permit

NewCo and its subsidiaries to avoid

having excess unrestricted cash trapped

in subsidiaries.

II. Proposed Service Agreements With

Services and Operating Companies

It is proposed that personnel

employed by Services, will provide a

wide range of services on an as-needed

basis under a service agreement

(‘‘Service Agreement’’) to be entered

into between NewCo and Services. It is

also proposed that personnel employed

by the Operating Companies will

provide services to NewCo under

Operating Agreements (the ‘‘Operating

Agreements’’) between NewCo and each

Operating Company or other

arrangements.

The Service Agreement will take

effect upon Commission approval and

will be similar in all material respects

to those service agreements which

Services has signed with each of the

Operating Companies. Under the

proposed Service Agreement, Services

will render to NewCo, at a cost

computed in accordance with rules 90

and 91 under the Act and other

applicable rules and regulations, various

services including general executive and

advisory services, power pool

operations, general engineering, design

engineering, purchasing, accounting,

finance and treasury, taxes, insurance

and pensions, corporate, rates,

budgeting, public relations, employee

relations, systems and procedures and

other services with respect to business

and operations. Services will account

for, allocate and charge its costs of the

services provided on a full cost

reimbursement basis under a work order

system consistent with the Uniform

System of Accounts for Mutual and

Subsidiary Service Companies.

The Operating Agreements will

provide that each Operating Company

will provide certain services relating to

accounting matters and to the

construction, operation, maintenance

and rehabilitation of assets owned by

65364 Federal Register / Vol. 65, No. 212 / Wednesday, November 1, 2000 / Notices

NewCo at cost to NewCo. NewCo will

also determine from time to time that it

is efficient and advantageous to have

certain development activities

performed by its own employees and/or

by unaffiliated third parties. The

arrangements with unaffiliated third

parties will be on a fee-for-service

negotiated basis at market rates.

III. Formation of EWG Subsidiaries of

NewCo

NewCo proposes to acquire securities

or interests in the business of one or

more EWGs, as the term is defined in

the Act (the ‘‘Exempt Subsidiaries’’),

either directly or indirectly through

project companies (‘‘Intermediate

Companies’’).

Intermediate Companies will be

special purpose subsidiaries formed to

engage exclusively in activities to

facilitate the consummation of

investments in EWGs. They may also

engage in development activities.

Intermediate Companies may acquire

interests in, finance the acquisition of

and hold the securities of EWGs.

Intermediate Companies will enhance

the ability of NewCo to respond quickly

to investment opportunities. An

Intermediate Company may be

organized at the time of the making of

bids or proposals to acquire an interest

in any EWG or at any time thereafter in

order to facilitate the bidding and

subsequent consummation of an

acquisition of an interest in an EWG.

Applicants also propose that an

Intermediate Company will issue equity

securities and debt securities to persons

other than NewCo or Southern (and

with respect to which there will be no

recourse to Southern), including banks,

insurance companies and other

financial institutions, exclusively for the

purpose of financing (including any

refinancing) investments in EWGs.

Applicants state that the Intermediate

Companies will issue securities to

Southern and/or NewCo, and Southern

and/or NewCo will acquire the

securities. The investment by Southern

or NewCo in the Exempt Subsidiaries

will take the form of capital stock or

shares, debt securities, trust certificates,

capital contributions, open account

advances without interest and

partnership interests or other equity or

participation interests, bid bonds or

other credit support to secure

obligations incurred by NewCo and/or

Intermediate Companies in connection

with Exempt Subsidiary investments or

of NewCo’s undertaking to contribute

equity to an Intermediate Company.

Southern and NewCo propose, from

time to time through June 30, 2005, to

(1) guarantee the indebtedness or other

obligations of one or more Exempt

Subsidiaries; (2) assume the liabilities of

one or more Exempt Subsidiaries; and/

or (3) enter into guarantees and letters

of credit reimbursement agreements in

support of equity contribution

obligations or otherwise in connection

with project development activities for

one or more Exempt Subsidiaries.

Investments will be made from

Southern to NewCo and/or Intermediate

Companies directly or indirectly. Any

open account advance made by

Southern will have a maturity of not

more than one year.

Applicants propose for Southern to

enter into reimbursement agreements

with banks to support letters of credit

delivered as security for Southern’s or

NewCo’s equity contribution obligation

to an Intermediate Company or

otherwise in connection with an

Intermediate Company’s or Exempt

Subsidiary’s project development

activities.

The investment in Intermediate

Companies and Exempt Subsidiaries is

included in the requested $4.2 billion

total financing authority.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–27975 Filed 10–31–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–24714; File No. 812–12054]

The Variable Annuity Life Insurance

Company, et al.

October 26, 2000.

AGENCY: The Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of application for an

order pursuant to Section 26(b) of the

Investment Company Act of 1940 (the

‘‘Act’’) approving certain substitutions

of securities and an order of exemption

pursuant to Section 17(b) of the Act

from Section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants

request an order to permit a unit

investment trust to substitute (a) Shares

of North American—Founders Large

Cap Growth Fund for shares of Dreyfus

Founders Growth Fund; (b) Shares of

North American—American Century

Income & Growth Fund for shares of

Neuberger Berman Guardian Trust and

for shares of Scudder Growth and

Income Fund; (c) Shares of North

American—Founders/T. Rowe Price

Small Cap Fund for shares of T. Rowe

Price Small-Cap Fund, Inc. and for

shares of Dreyfus Variable Investment

Fund Small Cap Portfolio (‘‘Dreyfus VIF

Small Cap’’); (d) Shares of North

American—American Century

International Growth Fund for shares of

Templeton International Securities

Fund; (e) Shares of North American—

AG Core Bond Fund for shares of

American General Domestic Bond Fund;

(f) Shares of North American—AG

Moderate Growth Lifestyle Fund for

shares of American General Balanced

Fund; and (g) Shares of North American

International Growth Fund for shares of

American General International Value

Fund. The shares are currently held by

that unit investment trust to support

certain deferred premium variable

annuity contracts (the ‘‘Contracts’’).

APPLICANTS: The Variable Annuity Life

Insurance Company (‘‘VALIC’’); VALIC

Separate Account A (the ‘‘Account’’);

North American Funds Variable Product

Series I (‘‘NAFV I’’) and North American

Funds Variable Product Series II

(‘‘NAFV II’’) (VALIC and the Account

are the ‘‘Substitution Applicants’’;

VALIC, the Account, NAFV I and NAFV

II are the ‘‘Section 17 Applicants’’).

FILING DATE: The application was filed

on March 31, 2000; an amendment

substantially conforming to this Notice

will be filed during the pendencey of

the Notice period.

HEARING OF NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the Secretary of

the Commission and serving Applicants

with a copy of the request, personally or

by mail. Hearing requests should be

received by the Commission by 5:30

p.m. on November 16, 2000, and should

be accompanied by proof of service on

Applicants, 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 Secretary of

the Commission.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549–0609.

Applicants: Nori Gabert, Esq., The

Variable Annuity Life Insurance

Company, 2929 Allen Parkway,

Houston, Texas 77019, and David C.

Mahaffey, Esq., Sullivan & Worcester

LLP, 1025 Connecticut Avenue, NW.,

Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT:

Keith Carpenter, Branch Chief, or

Rebecca A. Marquigny, Senior Counsel