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superseded by the authority requested in the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]

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[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

75324 Federal Register / Vol. 65, No. 232 / Friday, December 1, 2000 / Notices

5 15 U.S.C. 78k–1(a)(1)(C)(ii).

6 15 U.S.C. 78k–1(a)(1)(D).

7 17 CFR 240.11Aa3–2(c)(2).

8See Securities Exchange Act Release No. 42914

(June 8, 2000), 65 FR 38010 (June 19, 2000).

9 15 U.S.C. 78k–1(a)(1)(C)(ii) and (D).

10 17 CFR 240.11Aa3–2(c)(2).

11 15 U.S.C. 78k–1(a)(3)(B).

12 17 CFR 200.30–3(a)(29).

1MGT-Brussels presently operates the Euroclear

System pursuant to an operating agreement with

Euroclear Bank.

2 15 U.S.C. 78q–1.

3 17 CFR 240.17Ab2–1.

4Copies of the application for exemption are

available for inspection and copying at the

Commission’s Public Reference Room.

5Securities Exchange Act Release No. 39643

(February 11, 1998), 63 FR 8232.

to reduce the pre-opening price change

parameter for certain securities from 1⁄8

point ($0.125) to $0.10, as well as

change pricing references to decimal

pricing. Finally, the proposal expands

the pre-opening price change

parameters for certain stocks, which are

reported on Network B of the

Consolidated Tape Association, similar

to those stocks reported on Network A.

The Commission finds that the

proposed amendment is consistent with

the Act in general, and in particular,

with section 11A(a)(1)(C)(ii),5 which

provides for fair competition among the

Participants and their members, and

section 11A(a)(1)(D),6 which provides

for linking of markets for qualified

securities through communications and

data processing facilities that foster

efficiency, enhance competition,

increase the information available to

brokers, dealers, and investors, facilitate

the offsetting of investors’ orders, and

contribute to the best execution of such

orders. The Commission also finds that

the amendment is consistent with Rule

11Aa3–2(c)(2),7 which requires the

Commission to determine that the

amendment is necessary and

appropriate in the public interest, for

the protection of investors and the

maintenance of fair and orderly markets,

to remove impediments to, and perfect

the mechanisms of, a national market

system or otherwise in furtherance of

the purposes of the Act.

On June 8, 2000, the Commission

ordered the self-regulatory organizations

(‘‘SROs’’) to submit a plan that would

begin phasing in decimal pricing in

equity securities and options on or

before September 5, 2000, and complete

this phase-in no later than April 9,

2001.8 On July 24, 2000, the SROs

submitted a phase-in plan to the

Commission. On August 7, 2000, the

SROs filed proposed rule changes

necessary to implement decimal pricing.

The Commission believes that the

proposed amendment to the ITS Plan is

another required adjustment in the

process of the market-wide conversion

to decimal pricing that may improve the

efficiency and reliability of ITS. Lastly,

the proposed amendment is necessary to

accommodate decimal pricing, the new

method of pricing for equity securities

among the Participants, and therefore is

consistent with ITS’s purpose: to

facilitate intermarket trading in listed

equity securities.

For the foregoing reasons, the

Commission finds that the proposed

amendment is consistent with Act and

the rules and regulations thereunder

applicable to the ITS and, in particular,

sections 11A(a)(1)(C)(ii) and (D) of the

Act 9 and Rule 11Aa3–2(c)(2)

thereunder.10

It is Therefore Ordered, pursuant to

section 11A(a)(3)(B) of the Act,11 that

the proposed amendment be, and

hereby is, approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.12

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30668 Filed 11–30–00; 8:45 am]

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Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

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

closed meeting scheduled for Thursday,

November 30, 2000 at 11:00 a.m. time

has been changed to Thursday,

November 30, 2000 at 10:30 a.m.

Commissioner Carey, as duty officer,

determined that no earlier notice thereof

was possible.

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.

At times, changes in Commission

priorities require alterations in the

scheduling of meeting items. For further

information and to ascertain what, if

any, matters have been added, deleted

or postponed, please contact:

The Office of the Secretary at (202)

942–7070.

Dated: November 28, 2000.

Jonathan G. Katz,

Secretary.

[FR Doc. 00–30763 Filed 11–29–00; 11:17

am]

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[Release No. 34–43592; International Series

Release No. 1235; File No. 601–01]

Self-Regulatory Organizations; Morgan

Guaranty Trust Company, Brussels

Office, as Operator of the Euroclear

System and Euroclear Bank, S.A.;

Notice of Filing of Application To

Modify an Existing Exemption From

Clearing Agency Registration

November 17, 2000.

I. Introduction

On September 21, 2000, Morgan

Guaranty Trust Company of New York,

Brussels office (‘‘MGT-Brussels’’), as

operator of the Euroclear System,1 and

Euroclear Bank, S.A., (‘‘Euroclear

Bank’’) filed pursuant to Section 17A of

the Securities Exchange Act of 1934

(‘‘Exchange Act’’) 2 and Rule 17Ab2–1

thereunder 3 with the Securities and

Exchange Commission (‘‘Commission’’)

an application on Form CA–1 4 to

modify MGT-Brussels’ existing

exemption from clearing agency

registration (‘‘Modification

Application’’). MGT-Brussels’ current

exemption allows it to perform, with

certain limits, the functions of a clearing

agency with respect to U.S. government

and agency securities for its U.S.

participants without registering as a

clearing agency. The purpose of the

Modification Application is to have

Euroclear Bank substituted for MGTBrussels as operator of the Euroclear

System with respect to the

Commission’s exemption. The

Commission is publishing this notice to

solicit comment from interested

persons.

II. Background

A. 1998 Exemption Order

On February 11, 1998, the

Commission granted MGT-Brussels an

exemption from registration as a

clearing agency, subject to certain

conditions, to the extent MGT-Brussels

performs the functions of a clearing

agency with respect to transactions

involving U.S. government and agency

securities for its U.S. participants

(‘‘1998 Exemption Order’’).5

Specifically, the 1998 Exemption Order