Federal Register / Vol. 63, No. 93 /Thursday, May 14, 1998 / Notices 26833

1When referred to individually, the Securities are

identified by their due dates (i.e., the ‘‘2006 Notes’’,

the ‘‘2008 Debentures’’, and the ‘‘2016

Debentures’’).

5. Section 17(a) of the Act makes it

unlawful for any affiliated person of a

registered investment company, acting

as principal, to sell or purchase any

security to or from the company.

Section 2(a)(3) of the Act defines an

affiliated person of an investment

company to include any investment

adviser to the investment company and

any person directly or indirectly

controlling, controlled by, or under

common control with the investment

adviser. The Investing Funds and

PWMMF share a common investment

adviser and thus may be deemed to be

under common control. As a result,

section 17(a) would prohibit the sale of

the shares of PWMMF to the Investing

Funds, and the redemption of the shares

by PWMMF.

6. Section 17(b) of the Act authorizes

the Commission to exempt a transaction

from section 17(a) of the Act if the terms

of the proposed transaction, including

the consideration to be paid or received,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, the proposed

transaction is consistent with the policy

of each investment company concerned,

and with the general purposes of the

Act.

7. Section 6(c) of the Act permits the

Commission to exempt persons or

transactions from any provision of the

Act, if the exemption is necessary or

appropriate in the public interest and

consistent with the protection of

investors and the purposes fairly

intended by the policy and provisions of

the Act.

8. Applicants submit that their

request for relief satisfies the standards

in sections 17(b) and 6(c). Applicants

state that the Investing Funds will retain

their ability to invest Uninvested Cash

directly in money market instruments as

authorized by their respective

investment objectives and policies, if

they believe they can obtain a higher

rate of return, or for any other reason.

Similarly, PWMMF has the right to

discontinue selling shares to any of the

Investing Funds if PWMMF’s board of

directors determines that such sale

would adversely affect its portfolio

management and operations. In

addition, applicants note that shares of

PWMMF will be purchased and

redeemed at their net asset value, the

same consideration paid and received

for these shares by any other

shareholder.

9. Section 17(d) of the Act and rule

17d–1 under the Act prohibit an

affiliated person of an investment

company, acting as principal, from

participating or effecting any transaction

in connection with any joint enterprise

or joint arrangement in which the

investment company participates.

Applicants believe that each Investing

Fund, by participating in the proposed

transactions, and each Investment

Adviser of an Investing Fund, by

managing the assets of the Investing

Funds and PWMMF, could be deemed

to be participating in a joint

arrangement within the meaning of

section 17(d) and rule 17d–1 under the

Act.

10. In considering whether to grant an

exemption under rule 17d–1, the

Commission considers whether the

investment company’s participation in

such joint enterprise is consistent with

the provisions, policies, and purposes of

the Act, and the extent to which such

participation is on a basis different from

or less advantageous than that of other

participants. Applicants submit that the

Funds will participate in the proposed

transactions on a basis not different

from or less advantageous than that of

any other participant and that the

transactions will be consistent with the

Act.

Applicants’ Conditions

Applicants agree that any order

granting the requested relief shall be

subject to the following conditions:

1. Shares of PWMMF sold to and

redeemed by the Investing Funds will

not be subject to a sales load,

redemption fee, distribution fee under a

plan adopted in accordance with rule

12b–1 under the Act, or service fee (as

defined in rule 2830(b)(9) of the NASD’s

Conduct Rules).

2. The Investment Advisers will

waive their advisory fee for each

Investing Fund in an amount that offsets

the amount of the advisory fees of

PWMMF incurred by the Investing

Fund.

3. Each Investing Fund will invest

Uninvested Cash in, and hold shares of,

PWMMF only to the extent that the

Investing Fund’s aggregate investment

in PWMMF does not exceed 25% of the

Investing Fund’s total assets. For

purposes of this limitation, each

Investing Fund or series thereof will be

treated as a separate investment

company.

4. Investment in shares of PWMMF

will be in accordance with each

Investing Fund’s respective socially

responsible criteria and investment

restrictions, if any, and will be

consistent with each Investing Fund’s

policies as set forth in its prospectuses

and statements of additional

information.

5. Each Investing Fund and any future

fund that may rely on the order

requested hereunder will be advised by

PWMC or an entity controlling,

controlled by, or under common control

with PWMC.

6. PWMMF shall not acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–12810 Filed 5–13–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISISON

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Rogers Cantel Inc.,

101⁄2% Senior Secured Notes Due

2006; 93⁄8% Senior Secured

Debentures Due 2008; 93⁄4 Senior

Secured Debentures Due 2016) File No.

1–14393

May 8, 1998.

Rogers Cantel Inc. (‘‘Company’’) has

filed an application with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Exchange Act’’) and Rule 12d2–

2(d) promulgated thereunder, to

withdraw the above specified securities

(‘‘Securities’’) 1 from listing and

registration on the New York Stock

Exchange, Inc. (‘‘NYSE’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities from

listing and registration include the

following:

The Securities were issued pursuant

to three indentures, each dated May 30,

1996, and qualified under the Trust

Indenture Act of 1939, between the

Company and The Chase Manhattan

Bank (formerly Chemical Bank) as U.S.

Trustee and CIBC Mellon Trust

Company (formerly The R–M Trust

Company) as Canadian Trustee and

were sold in May 1996 pursuant to the

Registration Statement filed with the

Commission pursuant to the Securities

Act of 1933. The Securities are

registered pursuant to Section 12(b) of

the Exchange Act and are listed for

trading on the NYSE. There are

currently Cdn$160,000,000 of the 2006

Notes, US$510,000,000 of the 2008

Debentures; and US$175,000,000 of the
26834 Federal Register / Vol. 63, No. 93 /Thursday, May 14, 1998 / Notices

1On May 5, 1998, the Exchange filed Amendment

No. 1, technical in nature, to the proposed rule

change, the substance of which is incorporated into

the notice. See letter from Jeffrey S. Norris,

Manager, Regulatory Development and Oversight,

PCX, to Sharon M. Lawson, Senior Special Counsel,

Market Regulation, Commission, dated May 4, 1998

(‘‘Amendment No. 1’’).

2The Exchange has represented that this

proposed rule change: (i) will not significantly

affect the protection of investors or the public

interest; (ii) will not impose any significant burden

on competition; and (iii) will not become operative

for 30 days after the date of this filing. The

Exchange also has provided at least five business

days’ notice to the Commission of its intent to file

this proposed rule change, as required by Rule 19b–

4(e)(6) under the Act.

2016 Debentures issued and outstanding

for trading on the NYSE.

The Company believes that this

application to withdraw the Securities

from listing and registration on the

NYSE under Section 12(b) of the

Exchange Act should be granted for the

following reasons:

1. The Securities are held by a small

number of holders. As of each of

January 1, 1997, and October 3, 1997,

there were eight registered holders of

the 2006 Notes, one registered holder of

the 2008 Debentures, and one registered

holder of the 2016 Debentures.

Moreover, there are fewer than 300

holders of record in aggregate of the

Securities and of all other registered

securities of the Company.

2. There has been no reported trading

in the Securities. No trading in the

Securities has been reported on the

NYSE since their original issuance in

May 1996, and, because of the small

number of holders, the Company

believes that it is unlikely that there will

be any significant public interest in

trading the Securities on the NYSE in

the future.

Any interested person may, on or

before May 29, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the Exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12856 Filed 5–13–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Teletouch

Communications, Inc., Common Stock,

$.001 Par Value; Class A Redeemable

Common Stock Purchase Warrants)

File No. 1–13436

May 8, 1998.

Teletouch Communications, Inc.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified securities

(‘‘Securities’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities form

listing and registration include the

following:

The Company’s Securities have been

listed for trading on the BSE pursuant

to a Registration Statement on Form 8–

A which became effective on December

23, 1994. Subsequently, pursuant to a

Registration Statement on Form 8–A, at

the opening of business on April 6,

1998, trading in the Securities

commenced on the American Stock

Exchange, Inc. (‘‘Amex’’).

The Company has complied with all

rules and requirements of the BSE

relating to the withdrawal of its

Securities from listing and registration

on the BSE, setting forth in detail to the

BSE the reasons for and facts supporting

such proposed withdrawal. In making

the decision to withdraw its Securities

from listing and registration on the BSE,

the Company considered the direct and

indirect costs and expenses attendant on

maintaining the dual listing of its

Securities on the Amex and the BSE.

The Company does not see any

particular advantage in the dual trading

of its Securities and believes that dual

listing would fragment the market for its

Securities.

By letter dated April 24, 1998, from

the Company’s counsel to the BSE, the

Company set forth its reasons for

seeking withdrawal therefrom. By letter

dated April 24, 1998, the BSE informed

the Company that it has no objection to

the withdrawal of the Company’s

Securities from listing and registration

on the BSE.

By reason of Section 12(b) of the Act

and the rules and regulations

thereunder, the company shall continue

to be obligated to file reports under

Section 13 of the Act with the

Commission and the Amex.

Any interested person may, on or

before May 29, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the Exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12858 Filed 5–13–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39976; File No. SR–PCX–

98–22]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

Pacific Exchange, Inc., Relating to Rule

Changes for Specialist Performance

Evaluations

May 8, 1998.

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

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on April 29, 1998,1

the Pacific Exchange Incorporated

(‘‘PCX’’ or ‘‘Exchange’’) 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 the self-regulatory organization. The

Exchange has designated the proposed

rule change as constituting a ‘‘noncontroversial’’ rule change under

paragraph (e)(6) of Rule 19b–4 under the

Act which renders the proposal effective

upon receipt of this filing by the

Commission.2 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

PCX is proposing to modify Rule

5.36(d), Commentary .03 and Rule 5.37

to codify previously approved changes

to the Exchange’s Specialist Evaluation