Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices 75983

1Subject to a reservation of jurisdiction over all

the nonutility Subsidiaries’ Money Pool borrowing

authority, Quinnehtuk could borrow up to $16

million outstanding at any one time, NUEI up to

$100 million, NGS up to $20 million, Select up to

$200 million, RR up to $30 million, Yankee

Financial up to $10 million, NorConn up to $10

million, YESCO up to $30 million, HEC up to $20

million and RMS up to $10 million. Subject to the

same reservation of jurisdiction, NGC and Mode 1

currently do not have authority to borrow from the

Money Pool.

2CL&P, WMECO, PSHN 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.

3On 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superseded by the authority requested in the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.

Wisconsin transmission system

necessary to maintain reliability.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30850 Filed 12–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27281A]

Amended Notice; A Filing Under the

Public Utility Holding Company Act of

1935, as Amended (‘‘Act’’)

November 28, 2000

A notice issued in this matter on

November 22, 2000 (HCAR No. 27281),

concerning a proposal by Northeast

Utilities (NU), a registered holding

company, and its utility subsidiaries to

issue short-term debt. NU intended to,

and by this amended notice does,

include its nonutility subsidiaries in its

request for authority to issue short-term

debt.

An amended notice is given that the

following filing has 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-declaration

for complete statements of the proposed

transactions summarized below. The

application-declaration and any

amendments 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-declaration should submit

their views in writing by December 26,

2000, to the Secretary, Securities and

Exchange Commission, Washington,

D.C. 20549–0609, and serve a copy on

the applicant-declarants at the addresses

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 26, 2000, the

application-declaration, 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 and nonutility

subsidiary companies (together,

‘‘Subsidiaries’’), Western Massachusetts

Electric Company (‘‘WMECO’’) and The

Quinnehtuk Company (‘‘Quinnehtuk’’,

both located at 174 Brush Hill Avenue,

West Springfield, Massachusetts,

01090–0010; The Connecticut Light and

Power Company (‘‘CL&P’’), NU

Enterprises, Inc. (‘‘NUEI’’), Northeast

Generation Service Company (‘‘NGS’’),

Northeast Generation Company

(‘‘NGC’’), Select Energy, Inc. (‘‘Select’’),

Model 1 Communications, Inc. (‘‘Mode

1’’), Northeast Nuclear Energy Company

(‘‘NNECO’’), The Rocky River Realty

Company (‘‘RR’’) and Yankee Energy

System, Inc. (‘‘YES’’), all located at 107

Selden Street, Berlin, Connecticut

06037; Yankee Gas Services Company

(‘‘Yankee Gas’’), Yankee Energy

Financial Services Company (‘‘Yankee

Financial’’) and NorConn Properties,

Inc. (‘‘NorConn’’), all located at 599

Research Parkway, Meriden,

Connecticut 06450; Holyoke Water

Power Company (‘‘HWP’’), Canal Street,

Holyoke, Massachusetts 01040; Public

Service Company of New Hampshire

(‘‘PSNH’’) and North Atlantic Energy

Corporation (‘‘NAEC’’), both located at

1000 Elm Street, Manchester, New

Hampshire 03015; Yankee Energy

Services Company (‘‘YESCO’’), 148

Norton Street, Milldale, Connecticut

06467; HEC, Inc. (‘‘HEC’’), 24 Prime

Parkway, Natick, Massachusetts 01760;

and R.M. Services, Inc. (‘‘RMS’’), 639

Research Parkway, Meridan,

Connecticut 06467 (together with NU

and Service, ‘‘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, 54, 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

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) the Subsidiaries to borrow from NU

and each other, and to lend to each

other under the Money Pool, all as

provided for in the Prior Orders (‘‘ShortTerm Debt Authority’’).1 The Prior

Orders limited the Utility Subsidiaries’

Short-Term Debt Authority, as

appropriate, to any combination of

notes, commercial paper or Money Pool

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’’).2

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’’).3 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

75984 Federal Register / Vol. 65, No. 234 / Tuesday, December 5, 2000 / Notices

4Currently, 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.

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

2A copy of the Tax Certificate is set forth in

Exhibit 2 of DTC’s proposed rule change, which is

available through the Commission’s Public

Reference Room or through DTC.

3The Commission has modified the text of the

summaries prepared by DTC.

4 It has been DTC’s practice to require applicants

to submit the Tax Certificate prior to becoming DTC

participants in order to continue as a participant.

Under the proposed rule change, applicants will no

longer be required to submit the certificate, and all

such certificates previously submitted will be null

and void.

5The Tax Certificate defines a ‘‘foreign security’’

as ‘‘any security any income from which would be

subject to withholding tax imposed by any country

other than the United States.’’

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 basic points

over the base rate in effect from time to

time of the lending institution 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 the 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 Applicant finally propose,

through the New Authorization Period,

that the Subsidiaries be authorized to

borrow from NU and each other, and to

lend to each other under the Money

Pool, as authorized in the Prior Orders

and subject to the Debt Limitation.4

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. 00–30875 Filed 12–4–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–43628; File No. SR–DTC–

00–8]

Self-Regulatory Organizations; The

Depository Trust Company; Notice of

Filing and Immediate Effectiveness of

Proposed Rule Change Relating to the

Tax Certificate as to Beneficial

Ownership

November 28, 2000.

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

Securities Exchange Act of 1934

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

June 1, 2000, The Depository Trust

Company (‘‘DTC’’) 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 DTC. The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change eliminates

the requirement for DTC’s participants

to submit a ‘‘Tax Certificate as to

Beneficial Ownership’’ form.2

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

DTC included statements concerning

the purpose of and basis for the

proposed rule change and discussed any

comments that it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below. DTC

has prepared summaries, set forth in

sections A, B, and C below, of the most

significant aspects of such statements.3

A. Self-Regulatory Organization’s

Statement of the Purpose of, and the

Statutory Basis for, the Proposed Rule

Change

The proposed rule change eliminates

the requirement that DTC participants

file a ‘‘Tax Certificate as to Beneficial

Ownership’’ form (‘‘Tax Certificate’’).4

The Tax Certificate requires participants

to certify that each beneficial owner of

a ‘‘foreign security’’ 5 credited to the

participant’s DTC account will be

entitled to the same reduction in rate or

exemption from any applicable

withholding tax as would apply if the

owner of such foreign security were an

individual citizen of the United States

who (1) was a resident in the United

States and (2) who had no connection

with the jurisdiction imposing the tax

that would affect the rate at which the

tax is to be withheld or an exemption

from the tax. By submitting the Tax

Certificate, participants also represent

that they will withdraw from custody

outside of DTC any foreign security

which becomes beneficially owned by a

person not entitled to such tax

treatment.

DTC began requiring the Tax

Certificate in 1976, in conjunction with

DTC’s program to make foreign

securities eligible for a full range of DTC

services, in order to stop its participants

from depositing at DTC physical

certificates evidencing foreign issues

beneficially owned by customers

(primarily foreign persons) not entitled

to a treaty rate or to an exemption.

Based on the Tax Certificate, issuers

could make payment of dividends and

other distributions on foreign securities

at single rate without regard to the

varying withholding tax rates that might

otherwise apply.

DTC believes that developments in

industry practices and DTC initiatives

over the last twenty years make

continued reliance upon the Tax

Certificate inappropriate and

unnecessary. Reliance on the Tax

Certificate is no longer necessary

because DTC has developed the

TaxRelief service over DTC’s Elective

Dividend Service (‘‘EDS’’). Using this

service, DTC can solicit certifications

from participants regarding the

characteristics of beneficial owners of

foreign securities held in the

participant’s account at DTC. The

certification can reflect various

categories of the tax attributes of the

beneficial owners, as relevant under the

tax laws of the foreign jurisdictions and

any relevant tax treaties, and in

accordance with the extent of the

participant’s knowledge of the