75322 Federal Register / Vol. 65, No. 232 / Friday, December 1, 2000 / Notices

4TRS remains subject to all other applicable

provisions of the federal securities laws, including

without limitation Section 10(b) of the Act and Rule

10b–5 thereunder. 5 17 CFR 200.81(b).

proposed activity encompasses a level of

control sufficient to constitute ‘‘effecting

transactions in securities.’’ Because TRS

would conduct this activity on an ongoing

basis, the Commission would deem TRS to be

‘‘in the business.’’ Therefore, TRS’s proposal

would require TRS to register as a brokerdealer with the Commission.

Section 15(a)(2) of the Act authorizes the

Commission to exempt any broker or dealer

or class of brokers or dealers, either

conditionally or unconditionally, from the

registration requirements of section 15(a)(1)

of the Act, if the Commission deems the

exemption consistent with the public interest

and the protection of investors. The

Commission believes that granting TRS’s

request for exemption meets this standard.

The Commission finds that granting this

exemptive order is consistent with the

protection of investors. The registered brokerdealers will have exclusive responsibility for

opening accounts, entering orders, executing

transactions, transferring investment monies

to the appropriate mutual fund companies,

and distributing transaction confirmations

and account statements. TRS employees and

unregistered affiliates will be strictly

prohibited from recommending, endorsing,

responding to questions about, or engaging in

any negotiations involving brokerage

accounts or related securities-transactions.

TRS will guarantee the safety of investors’

funds by obtaining a surety bond, automating

the processing procedures, and surveilling all

sensitive areas at all times. Moreover, TRS

will provide accessibility to its books and

records for the Commission and other

appropriate regulatory authorities.

The Commission also finds that the

requested exemption is consistent with the

public interest. The Arrangement will allow

many investors to invest through a payment

process with which they are already familiar.

TRS states that its proposal is in direct

response to requests from Cardmembers for

this type of service.

It Is Therefore Ordered, pursuant to section

15(a)(2) of the Act, that the application by

TRS for exemption from the registration

requirements of Section 15(a)(1) of the Act

be, and hereby is, granted effective forthwith.

This exemption is conditioned on the

representations made by TRS, as outlined

above, and on TRS not engaging in the

business of buying and selling securities

other than as described herein.

It Is Further Ordered, pursuant to section

36 of the Act, that TRS shall be exempt, with

respect only to the services relating to the

Arrangement described above, from the

reporting and other requirements specifically

imposed by the Act and the rules and

regulations thereunder, on a broker or a

dealer that is not registered with the

Commission.4

By the Commission.

Jonathan G. Katz,

Secretary.

Exhibit B

Securities and Exchange Commission

[FILE NO. 4–436]

July 24, 2000

Order Granting Confidential Treatment for

the Exemption of American Express Travel

Related Services Company, Inc., From

Broker-Dealer Registration

The Commission has issued an order

(Exemptive Order) pursuant to section 15(a)

of the Securities Exchange Act of 1934

exempting American Express Travel Related

Services Company, Inc. (TRS) from brokerdealer registration. The Exemptive Order is

attached as Exhibit A.

In a letter dated May 31, 2000, TRS

requested confidential treatment pursuant to

Rule 81(b) of the Commission’s Regulation

Concerning Information and Requests,5 for

120 days from the issuance of any written

response by the staff. TRS represents that

their request for an exemption and the

Commission’s response to such request

includes sensitive, proprietary, and

confidential information, which is not

available to the public from any other source.

The Division of Market Regulation has

determined that the request for confidential

treatment is reasonable and appropriate.

Therefore, the request for confidential

treatment has been granted until the earlier

of (a) 120 days from the date of issuance of

the Exemptive Order; or (b) the date that any

information contained in the application by

TRS for exemption or the Exemptive Order

is made publicly available by TRS.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–30662 Filed 11–30–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27281]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

November 22, 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 statements 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

December 18, 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 December 18, 2000, the

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

filed or as amended, may be granted

and/or permitted to become effective.

Northeast Utilities, et al. (70–9755)

Northeast Utilities (‘‘NU’’), 174 Brush

Hill Avenue, West Springfield,

Massachusetts 01090–0010, a registered

holding company, its service company

subsidiary, Northeast Utilities Service

Company (‘‘Service’’), P.O. Box 270,

Hartford, Connecticut 06141–0270, and

its public utility subsidiary companies,

Western Massachusetts Electric

Company (‘‘WMECO’’), 174 Brush Hill

Avenue, West Springfield,

Massachusetts, 01090–0010; The

Connecticut Light and Power Company

(‘‘CL&P’’), Northeast Nuclear Energy

Company (‘‘NNECO’’) and Yankee

Energy System, Inc. (‘‘YES’’), all located

at 107 Selden Street, Berlin, Connecticut

06037; Yankee Gas Services Company

(‘‘Yankee Gas’’), 599 Research Parkway,

Meriden, Connecticut 06450; Holyoke

Water Power Company (‘‘HWP’’), Canal

Street, Holyoke, Massachusetts 01040;

and Public Street Company of New

Hampshire (‘‘PSNH’’) and North

Atlantic Energy Corporation (‘‘NAEC’’),

both located at 1000 Elm Street,

Manchester, New Hampshire 03015;

(together, ‘‘Applicants’’) have filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12(b), 13, 32 and 33 of

the Act and rules 43, 45, 52, 90 and 91

under the Act.

By order dated December 28, 1994

(HCAR No. 26207) and Supplemental

Orders dated November 20, 1996 (HCAR

26612), February 11, 1997 (HCAR

26665), March 25, 1997 (HCAR 26692),

May 29, 1997 (HCAR 26721), January

16, 1998 (HCAR 26816), May 13, 1999

(HCAR 27022), November 17, 1999

(HCAR 27103) and November 13, 2000

(HCAR No. 27275) (collectively, the

‘‘Prior Orders’’), the Commission

authorized through December 31, 2000

(‘‘Authorization Period’’), among other

Federal Register / Vol. 65, No. 232 / Friday, December 1, 2000 / Notices 75323

1CL&P, WMECO, PSNH and NAEC are currently

subject to charter limitations and/or state laws that

would prevent them from incurring short-term debt

up to their Debt Limitation.

2On January 20, 2000 (S.E.C. File 70–9613), NU

and Consolidated Edison, Inc. (‘‘CEI’’) requested

that the Commission approve the terms of an

Agreement and Plan of Merger to merge the two

companies, resulting in NU becoming a wholly

owned subsidiary of CEI. Subsequently, on June 30,

2000 (S.E.C. File 70–9711) (‘‘Financing Order’’), NU

and CEI requested that the Commission approve

certain financing activities for the combined

companies, including authority for NU system

companies to issue and sell short-term debt and

participate in the Money Pool. The Applicants

propose that the authority granted in the Prior

Orders, as modified and extended in this matter, be

superseded by the authority requested in the

Financing Order.

3Currently, an order of the Massachusetts

Department of Telecommunications and Energy

limits WMECO’s authority to make loans under the

Money Pool to CL&P and HWP and three nonutility

subsidiaries. WMECO has requested that the

Commission reserve jurisdiction over its authority

to lend to other Money Pool participants, pending

completion of the record. PSNH may not lend to the

Money Pool participants under a New Hampshire

Public Utilities Commission (‘‘NHPUC’’) order

authorizing such lending, subject to the elimination

of certain write-offs associated with restructuring

mandated by the NHPUC. WMECO and PSNH may

borrow from the Money Pool.

1U.S.C. 78k–1.

2 17 CFR 240.11Aa3–2. The ITS is a National

Market System (‘‘NMS’’) plan, which was designed

to facilitate intermarket trading in exchange-listed

equity securities based on current quotation

information emanating from the linked markets. See

Securities Exchange Act Release No. 19456 (January

27, 1983), 48 FR 4938 (February 3, 1983).

The ITS participants include the American Stock

Exchange LLC (‘‘Amex’’), the Boston Stock

Exchange, Inc. (‘‘BSE’’), the Chicago Board Options

Exchange, Inc. (‘‘CBOE’’), the Chicago Stock

Exchange, Inc. (‘‘CHX’’), the Cincinnati Stock

Exchange, Inc. (‘‘CSE’’), the National Association of

Securities Dealers, Inc. (‘‘NASD’’), the New York

Stock Exchange, Inc. (‘‘NYSE’’), the Pacific

Exchange, Inc. (‘‘PCX’’), and the Philadelphia Stock

Exchange, Inc. (‘‘PHLX’’) (‘‘Participants’’)

3Securities Exchange Act Release No. 43236

(August 31, 2000), 65 FR 54571 (September 8,

2000).

4See 17 CFR 240.11Aa3–2(c)(4) (allowing the

Commission to summarily put into effect on a

temporary basis a Plan amendment ‘‘if the

Commission finds that such action is necessary or

appropriate in the public interest, for the protection

of investors or the maintenance of fair and orderly

markets, to remove impediments to, and perfect

mechanisms of, a national market system or

otherwise in furtherance of the purpose of the

Act’’).

things, (1) NU to issue and sell

unsecured short-term notes and

commercial paper and to make loans to

participants in the NU system money

pool (‘‘Money Pool’’); (2) Service to

administer the Money Pool in

accordance with the authority granted

in the Prior Orders; (3) WMECO, CL&P,

NNECO, YES, Yankee Gas, HWP, PSNH

and NAEC (together, the ‘‘Utility

Subsidiaries’’) to issue and sell

unsecured short-term notes; (4)

WMECO, CL&P, Yankee Gas and PSNH

to issue and sell commercial paper; and

(5) WMECO, CL&P, NNECO, YES,

Yankee Gas and HWP to borrow from

NU and each other, and to lend to each

other, all under the Money Pool (‘‘ShortTerm Debt Authority’’). The Prior

Orders limited the Applicants’ ShortTerm Debt Authority, as appropriate, to

any combination of notes, commercial

paper or Money borrowings outstanding

at any one time in aggregate amounts of

$400 million for NU, $250 million for

WMECO, $375 million for CL&P, $75

million for NNECO, $50 million for

YES, $100 million for Yankee Gas, $5

million for HWP, $225 million for PSNH

and $260 million for NAEC (‘‘Debt

Limitation’’).1

The Applicants now request that the

Commission modify and supersede the

Prior Orders to extend the Authorization

Period from December 31, 2000 to June

30, 2003 (‘‘New Authorization

Period’’).2 The Applicants request

further that the Short-Term Debt

Authority, subject to the Debt

Limitation, be extended through the

New Authorization Period. The

Applicants propose that short-term

borrowings will take the form of notes

to banks and other financial institutions

(‘‘Notes’’), commercial paper (‘‘Paper’’),

loans and open-account advances from

NU to the Utility Subsidiaries and

Money Pool borrowings.

In particular, the Applicants propose

that any Notes issued by NU or the

Utility Subsidiaries will bear interest at

a rate not exceeding 500 basis points

over the base rate in effect from time to

time of the lending institutions or the

base rate of a representative institution.

The Notes may be secured or unsecured

and will mature no later than 364 days

from the date of their issuance. The

Applicants further propose that Paper

issued by NU, WMECO, CL&P, Yankee

Gas and PSNH (‘‘Issuers’’) will be issued

at rates not exceeding the annual rate

prevailing at the time of issuance for

commercial paper of comparable

qualities and maturities. The Paper will

mature no later than 270 days from the

date of issuance and will not be

repayable prior to maturity. The

Applicants state that each of the Issuers

will not issue Paper unless the effective

cost of Paper will be equal to or less

than that for the issuance of Notes in an

amount at least equal to the principal

amount of Paper proposed to be issued.

The Applicants finally propose,

through the New Authorization Period,

that the Utility Subsidiaries be

authorized to borrow from NU and each

other, and to lend each other, all under

the Money Pool and subject to the Debt

Limitation.3 Service will continue to

administer the Money Pool under the

same terms and conditions approved by

the Commission in the Prior Orders. The

Applicants state that all other terms,

conditions, limitations and reporting

obligations contained in the Prior

Orders will apply to the proposed

transactions.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30663 Filed 11–30–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43605; File No. 4–208]

Intermarket Trading System; Order

Approving Sixteenth Amendment to

the ITS Plan Relating to Decimal

Pricing in Listed Securities

November 21, 2000.

On August 24, 2000, the Intermarket

Trading System (‘‘ITS’’) submitted to the

Securities and Exchange Commission

(‘‘Commission’’) an amendment to the

restated ITS Plan (‘‘Plan’’) pursuant to

section 11A of the Securities Exchange

Act of 1934 (‘‘Act’’),1 and Rule 11A3a3–

2 thereunder.2 The Participants filed the

amendment to: (1) Recognize the

transition from quoting in fractions to

decimal pricing; (2) reduce the preopening price change parameter for

certain securities; and (3) expand the

pre-opening price change parameters for

certain stocks. Notice of the proposal

appeared in the Federal Register on

September 8, 2000 to solicit comments

on the amendment from interested

persons.3 The Commission made the

proposed amendment summarily

effective upon publication of the notice

for a period of 120 days.4 The

Commission received no comments on

the proposal. For the reasons discussed

below, the Commission is approving the

proposal.

The proposal amends section 6(a)(ii)

of the Plan to recognize the transition

from fractions to decimal pricing, the

new method of pricing for equity

securities and options. In addition, the

proposal amends section 7(a) of the Plan