Federal Register / Vol. 62, No. 65 / Friday, April 4, 1997 / Notices 16205

Additionally, section 4204(b)(1)

provides that if a sale of assets is

covered by section 4204, the purchaser

assumes by operation of law the

contribution record of the seller for the

plan year in which the sale occurred

and the preceding four plan years.

Section 4204(c) of ERISA authorizes

the Pension Benefit Guaranty

Corporation (the ‘‘PBGC’’) to grant

individual or class variances or

exemptions from the purchaser’s bond/

escrow requirement of section

4204(a)(1)(B) when warranted. The

legislative history of section 4204

indicates a Congressional intent that the

sales rules be administered in a manner

that assures protection of the plan with

the least practicable intrusion into

normal business transactions. Senate

Committee on Labor and Human

Resources, 96th Cong., 2nd Sess.,

S.1076, The Multiemployer Pension

Plan Amendments Act of 1980:

Summary and Analysis of Consideration

16 (Comm. Print, April 1980); 128 Cong.

Rec. S10117 (July 29, 1980). The

granting of an exemption or variance

from the bond/escrow requirement does

not constitute a finding by the PBGC

that a particular transaction satisfies the

other requirements of section 4204(a)(1).

Under the PBGC’s regulation on

variances for sales of assets (29 CFR part

4204), a request for a variance or waiver

of the bond/escrow requirement under

any of the tests established in the

regulation (§§ 4204.12–4204.13) is to be

made to the plan in question. The PBGC

will consider waiver requests only when

the request is not based on satisfaction

of one of the three regulatory tests or

when the parties assert that the financial

information necessary to show

satisfaction of one of the regulatory tests

is privileged or confidential financial

information within the meaning of

section 552(b)(4) of the Freedom of

Information Act.

Under § 4204.22 of the regulation, the

PBGC shall approve a request for a

variance or exemption if it determines

that approval of the request is

warranted, in that it—

(1) Would more effectively or

equitably carry out the purposes of Title

IV of the Act; and

(2) Would not significantly increase

the risk of financial loss to the plan.

Section 4204(c) of ERISA and

§ 4204.22(b) of the regulation require the

PBGC to publish a notice of the

pendency of a request for a variance or

exemption in the Federal Register, and

to provide interested parties with an

opportunity to comment on the

proposed variance or exemption.

The Decision

On December 20, 1996 (61 FR 67355),

the PBGC published a notice of request

from Dunham-Bush, Inc. (the ‘‘Buyer’’)

for an exemption from the bond/escrow

requirement of section 4204(a)(1)(B)

with respect to its January 6, 1995

purchase of certain assets of Allagash

Fluid Controls, Inc., which was formerly

known as Dunham-Bush, Inc. (the

‘‘Seller’’). No comments were received

in response to the notice during the

comment period.

According to the request, on January

6, 1995, the Buyer acquired certain

assets of the Seller. The Seller was

obligated to contribute to the Sheet

Metal Workers’ National Pension Plan

(the ‘‘Plan’’). The Buyer has assumed

the Seller’s obligation to contribute to

the Plan at the purchased operations,

and continues to make contributions for

substantially the same number of

contribution base units as the Seller.

The Seller has agreed to be secondarily

liable for any withdrawal liability it

would have had with respect to the sold

operations (if not for section 4204)

should the Buyer withdraw from the

Plan within the five plan years

following the sale and fail to pay

withdrawal liability.

The estimated amount of the

unfunded vested benefits allocable to

the Seller with respect to the operations

sold is $3,000,000. The amount of the

bond/escrow required under section

4204(a)(1)(B) is $545,409.29.

The Buyer submitted its financial

statement as of January 26, 1996.

According to that statement, the Buyer’s

net tangible assets are just over $20

million, which is in excess of the

unfunded vested benefits allocable to

the Seller.

Based on the facts of this case and the

representations and statements made in

connection with the request for an

exemption, the PBGC has determined

that an exemption from the bond/

escrow requirement is warranted, in that

it would more effectively carry out the

purposes of Title IV of ERISA and

would not significantly increase the risk

of financial loss to the Plan. Therefore,

the PBGC hereby grants the request for

an exemption from the bond/escrow

requirement. The granting of an

exemption from the bond/escrow

requirement of section 4204(a)(1)(B)

does not constitute a finding by the

PBGC that the transaction satisfies the

other requirements of section 4204(a)(1).

The determination of whether the

transaction satisfies such other

requirements is a determination to be

made by the Plan sponsor.

Issued at Washington, DC, on this 26th day

of March, 1997.

John Seal,

Acting Executive Director.

[FR Doc. 97–8606 Filed 4–3–97; 8:45 am]

BILLING CODE 7708–01–P

SECURITES AND EXCHANGE

COMMISSION

Submission for OMB Review;

Comment Request

Upon Written Request Copies Available

From: Securities and Exchange

Commission, Office of Filings and

Information Services, Washington, DC

20549

Existing Collection: Rule 17a–6, SEC

File No. 270–433, OMB Control No.

3235–new

Notice is hereby given that pursuant

to the Paperwork Reduction Act of 1995

(44 U.S.C. 3501 et seq.), the Securities

and Exchange Commission

(‘‘Commission’’) has submitted to the

Office of Management and Budget a

request for approval of the following

rule:

Rule 17a–6 (17 CFR 240.17a–6)

permits national securities exchanges,

national securities associations,

registered clearing agencies, and the

Municipal Securities Rulemaking Board

(collectively, ‘‘SROs’’) to destroy or

convert to microfilm or other recording

media records maintained under Rule

17a–1, if they have filed a record

destruction plan with the Commission

and the Commission has declared such

plan effective.

There are 25 SROs: 8 national

securities exchanges, 1 national

securities associations, 15 registered

clearing agencies, and the Municipal

Securities Rulemaking Board. These

respondents file no more than one

record destruction plan per year, which

requires approximately 40 hours for

each respondent. Thus, the total

compliance burden is 40 hours. The

approximate cost per hour is $100,

resulting in a total cost of compliance

for these respondents of $4,000 per year

(40 hours @ $100).

General comments regarding the

estimated burden hours should be

directed to the Desk Officer for the

Securities and Exchange Commission at

the address below. Any comments

concerning the accuracy of the

estimated average burden hours for

compliance with Commission rules and

forms should be directed to Michael E.

Bartell, Associate Executive Director,

Office of Information Technology,

Securities and Exchange Commission,

450 Fifth Street, N.W., Washington, D.C.
16206 Federal Register / Vol. 62, No. 65 / Friday, April 4, 1997 / Notices

1HCAR No. 26667 (February 14, 1997), 62 F.R.

7900 (February 20, 1997). The rule became effective

on March 24, 1997.

2NCE has previously filed an applicationdeclaration under section 9(a)(2) of the Act to

acquire all of the outstanding voting securities of

Public Service Company of Colorado (‘‘PSC’’),

Southwestern Public Service Company (‘‘SPS’’) and

Cheyenne Light, Fuel and Power Company

(‘‘CLFP’’), each a public utility company. Following

the consummation of the transactions described in

that application-declaration, NCE will register as a

holding company under the Act.

20549 and Desk Officer for the

Securities and Exchange Commission,

Office of Information and Regulatory

Affairs, Office of Management and

Budget, Room 3208, New Executive

Office Building, Washington, D.C.

20503.

Dated: March 28, 1997.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8653 Filed 4–3–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26698]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

March 28, 1997.

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 thereunder. 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 amendments thereto is/are available

for public inspection through the

Commission’s Office 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

April 21, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, D.C. 20549, 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 case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact 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 said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and or permitted to

become effective.

American Electric Power Company, et

al. (70–8779)

American Electric Power Company,

Inc., 1 Riverside Plaza, Columbus, Ohio

43215, and its subsidiaries, American

Electric Power Service Corporation, 1

Riverside Plaza, Columbus, Ohio 43215,

Appalachian Power Company, 40

Franklin Road, Roanoke, Virginia 24022,

Columbus Southern Power Company,

215 North Front Street, Columbus, Ohio

43215, Indiana Michigan Power

Company, One Summit Square, Fort

Wayne, Indiana 46801, Kentucky Power

Company, 1701 Central Avenue,

Ashland, Kentucky 41101, Kingsport

Power Company, 422 Broad Street,

Kingsport, Tennessee 37660, Ohio

Power Company, 339 Cleveland

Avenue, S.W., Canton, Ohio 44702, and

Wheeling Power Company, 51–16th

Street, Wheeling, West Virginia 26003,

have filed a post-effective amendment

under sections 6, 7 and 12(b) of the Act,

and rule 45 under the Act, in

connection with their previously filed

application-declaration under sections

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

Act and rules 45, 90 and 91 under the

Act.

By orders dated September 13, 1996

(HCAR No. 26572) (‘‘Initial Order’’) and

September 27, 1996 (HCAR No. 26583),

AEP was authorized to form one or more

direct or indirect nonutility subsidiaries

(‘‘New Subsidiaries’’) to broker and

market electric power, natural and

manufactured gas, emission allowances,

coal, oil, refined petroleum products

and natural gas liquids (‘‘Energy

Commodities’’). The Initial Order also

authorized AEP to guarantee through

December 31, 2000 up to $50 million of

debt and up to $200 million of other

obligations of the New Subsidiaries

(‘‘Guarantee Authority’’). The Initial

Order stated that obligations of the New

Subsidiaries (other than debt) might

take the form of bid bonds or other

direct or indirect guarantees of

contractual or other obligations.

With the adoption of rule 58,1 the

acquisition of securities of or other

interests in Energy-Related Companies

(as defined in the rule), including the

marketing and brokering of Energy

Commodities, subject to certain

limitations, is exempt from the

requirement of prior Commission

approval under the Act. AEP states that

any of the New Subsidiaries may

convert to an Energy-Related Company

so that such New Subsidiary could not

only broker and market Energy

Commodities, but also could offer all

the other energy-related services

permitted by the rule.

AEP requests that the Guarantee

Authority be expanded so that AEP

could guarantee the debt and other

obligations of the New Subsidiaries for

all Energy-Related Company activities.

New Century Energies, Inc. (70–9005)

New Century Energies, Inc. (‘‘NCE’’),

1225 Seventeenth Street, Denver,

Colorado 80202, a Delaware corporation

not currently subject to the Act, has

filed an application-declaration under

sections 6(a), 7, 9(a), 10, and 12(c) of the

Act and rules 42 and 54 thereunder.2

NCE proposes to implement a

shareholder rights plan and to enter into

a Rights Agreement (‘‘Agreement’’) with

an agent to be named. The Board of

Directors of NCE (‘‘Board’’) proposes to

declare a dividend distribution of one

right (‘‘Right’’) for each outstanding

share of common stock, $1.00 par value,

of NCE (‘‘Common Stock’’) to

shareholders of record at the close of

business on a record date yet to be

established (‘‘Record Date’’). Each Right

would entitle the registered holder to

purchase from NCE one one-hundredth

of a share of Series A Junior

Participating Preferred Stock (‘‘Preferred

Stock’’) at a price to be determined by

the Board, subject to adjustment

(‘‘Purchase Price’’).

Until the earliest to occur of (i) ten

days following the date (‘‘Shares

Acquisition Date’’) of the public

announcement that a person or group of

persons (‘‘Acquiring Person’’) has

acquired, or obtained the right to

acquire, beneficial ownership of

Common Stock or other voting

securities (‘‘Voting Stock’’) that have

10% or more of the voting power of the

outstanding shares of Voting Stock or

(ii) ten days (or such later date as may

be determined by action of the Board

prior to the time any person or group of

persons becomes the Acquiring Person)

following the commencement or

announcement of an intention to make

a tender offer or exchange offer, the

consummation of which would result in

such person acquiring, or obtaining the

right to acquire, beneficial ownership of

Voting Stock having 10% or more of the

voting power of the outstanding shares

of Voting Stock (the earlier of such dates

being called the ‘‘Distribution Date’’),

the Rights will be evidenced, with

respect to any of the Common Stock

certificates outstanding as of the Record

Date, by such Common Stock

certificates. Until the Distribution Date

(or earlier redemption or expiration of

the Rights), the Rights will be