34948 Federal Register / Vol. 63, No. 123 / Friday, June 26, 1998 / Notices

4. Mr. Biderman previously served as

a director on the board of directors of

the Company (the ‘‘Board’’), including

the Europe Equity Fund, but resigned

effective as of the closing of the

Transaction to enable the Transaction to

remain subject to the safe harbor

provisions of section 15(f) of the Act

(described below). Applicants would

like Mr. Biderman to rejoin the Board

without removing the Transaction from

the safe harbor.

Applicant’s Legal Analysis

1. Section 15(f) of the Act is a safe

habor that permits an investment

adviser to a registered investment

company (or an affiliated person of the

investment adviser) to receive ‘‘any

amount or benefit’’ in connection with

a sale of securities of, or sale of any

other interest in, the investment adviser

that results in an ‘‘assignment’’ of the

advisory contract with the investment

company, if certain conditions are met.

Section 15(f)(1)(A) requires that, for a

period of three years after the sale, at

least 75 percent of the board of directors

of the investment company may not be

‘‘interested persons’’ with respect to

either the predecessor or successor

adviser of the investment company.

2. Section 2(a)(4) of the Act defines

‘‘assignment’’ to include: ‘‘any direct or

indirect transfer * * * of a controlling

block of the assignor’s outstanding

voting securities by a security holder of

the assignor.’’ Applicants state that the

Transaction was deemed to result in an

assignment of PLAM’s investment

advisory agreement with the Europe

Equity Fund. Applicants further state

that the parties to the Transaction

sought to rely on the safe harbor in

section 15(f) in connection with that

assignment. Because Mr. Biderman may

be deemed an interested person of

PLAM, Mr. Biderman resigned from the

Company’s Board as the closing of the

Transaction in order for the Company’s

Board to meet the requirements of

section 15(f)(1)(A).

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

SEC to exempt any person or transaction

from any provision of the Act, or any

rule or regulation thereunder, 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.

4. Applicants request an order under

section 6(c) to permit Mr. Biderman to

rejoin the Board without causing the

Transaction to fall outside the safe

harbor of section 15(f) of the Act.

Applicants state that Mr. Biderman was

not affiliated with any party to the

Transaction, except indirectly as a

representative of Lipper Europe, a joint

venturer with Prime USA in PLAM.

Applicants further state that neither Mr.

Biderman nor Lipper Inc. has any

ownership interest in Prime USA, Prime

S.p.A., Fiat or Generali and derived no

economic interest from the Transaction.

Applicants also state that the advisory

fees received by Lipper Inc. and Prime

S.p.A. through their respective

ownership interests in PLAM are not a

material portion of the revenues of

either Lipper Inc. or Prime S.p.A.

5. Applicants further state that the

disinterested directors of the company

unanimously approved the filing of the

application for exemptive relief as in the

best interests of the Company’s

shareholders to permit Mr. Biderman to

rejoin the Board. Mr. Biderman has

served on the Board since its initial

organization in 1995 and has been

intimately involved in the operations of

the Europe Equity Fund. Applicants

assert that Mr. Biderman’s inability to

serve on the Board also deprives the

Company’s other portfolios of his

services.

6. Applicants state that the Board

could meet the requirements of section

15(f)(1)(A) if, in addition to Mr.

Biderman, three disinterested directors

were added to the Board. Applicants

contend, however, that reconstituting

the Board in this manner would result

in a disproportionately large Board and

would impose additional expenses on

the Company. Applicants note that if

Mr. Biderman rejoins the Board, the

Board still will have a majority of

directors who are not interested persons

of PLAM.

7. Applicants assert that the

conditions by which they would abide

as long as they are relying on the

requested order will assure that the

safeguards embodied in section

15(f)(1)(A) are maintained. These

conditions require, among other things,

that during the period covered by the

requested order, the fees paid by the

Europe Equity Fund to PLAM will not

increase and that applicants take all

appropriate actions to ensure that the

scope and quality of services provided

by PLAM to the Europe Equity Fund

will be at least equivalent to that which

PLAM has provided since the

Transaction.

8. For the reasons stated above,

applicants submit that the requested

relief is necessary and 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.

Applicant’s Conditions

Applicants agree that the order

granting the requested relief will be

subject to the following conditions:

1. Applicants will take all appropriate

actions to ensure that the scope and

quality of investment advisory services

that PLAM provides to the Europe

Equity Fund will be at least equivalent

to that which has been provided by

PLAM since the Transaction.

2. The investment advisory fees

payable by the Europe Equity Fund to

PLAM under its investment advisory

agreement with PLAM will not be

increased.

3. If, within three years of the

completion of the Transaction, it

becomes necessary to replace any

director of the Company, that director

will be replaced by a director who is not

an ‘‘interested person’’ of PLAM within

the meaning of section 2(a)(19)(B) of the

Act, unless at least 75% of the directors

at that time are not interested persons of

PLAM.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–17081 Filed 6–25–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26888]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

June 19, 1998.

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 amendments 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

July 14, 1998, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant application(s) and/

or declaration(s) at the address(es)

specified below. Proof of service by

affidavit or, in case of an attorney at
Federal Register / Vol. 63, No. 123 / Friday, June 26, 1998 / Notices 34949

1Central Maine has reached an agreement with a

third party, FPL Group (‘‘FPL’’), to sell its interests

in AVEC, as part of a sale to FPL of all of its

nonnuclear generating assets.

2Central Maine also owns a 38% common stock

interest in Maine Yankee Atomic Power Company

(‘‘Maine Yankee’’), which owns the Maine Yankee

nuclear electric generating plant in Wiscasset,

Maine. The Maine Yankee plant is not currently

operating. On August 6, 1997, the board of directors

of Maine Yankee voted to shut down permanently

and begin to decommission the Maine Yankee

plant.

3Central Maine’s shareholders approved the

Merger Plan at their annual meeting on May 21,

1998.

4Central Maine expects to sell its interests in

Hydro, Merimil and GIPOP as part of the planned

sale of its nonnuclear generation assets. Central

Maine has offered for sale its interest in Kennebec

Water. If Central Maine does not receive an

acceptable bid for this interest, it will retain the

interest and not transfer it to Holdco. Cumberland

and Central will remain subsidiaries of Central

Maine.

law, by certificate) should be filed with

the request. Any request for hearing

should 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 July 14, the application(s)

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

amended, may be granted and/or

permitted to become effective.

Central Maine Power Company, et al.

Central Maine Power Company

(‘‘Central Maine’’), a public utility

holding company exempt from

regulation under the Act, in accordance

with rule 2 under the Act, and HoldCo,

Inc. (‘‘Holdco’’), a wholly owned

subsidiary of Central Maine (together,

‘‘Applicants’’), both located at 83 Edison

Drive, Augusta, Maine 04336, have filed

an application under sections 3(a)(1),

9(a)(2) and 10 of the Act.

Central Maine is an investor-owned

public utility company primarily

engaged in the business of generating,

transmitting and distributing electricity

to wholesale customers, principally

other utilities, and to retail customers in

Maine. Central Maine is the largest

electric utility in Maine and serves

approximately 528,000 customers in its

11,000 square mile service area. Central

Maine had $954 million in consolidated

electric operating revenues in 1997.

Central Maine is subject to the

regulatory authority of the Maine Public

Utilities Commission.

Central Maine currently has three

utility subsidiaries: Maine Electric

Power Company, Inc. (‘‘MEPCO’’),

Aroostook Valley Electric Company

(‘‘AVEC’’), and NORVARCO. MEPCO

owns and operates a 345-kV

transmission interconnection between

Wiscasset, Maine and the Maine-New

Brunswick international border at

Orient, Maine. AVEC owns and operates

a 31 MW wood-fired generating plant in

Fort Fairfield, Maine, the output of

which is sold to Central Maine.1

NORVARCO is one of two general

partners in Chester SVC Partnership, a

general partnership which owns certain

transmission assets in Chester, Maine,

adjacent to MEPCO’s transmission

interconnection.2

Central Maine’s nonutility

subsidiaries include: CMP International

Consultants (‘‘CMPI’’), Central

Securities Corporation (‘‘Central’’),

Cumberland Securities Corporation

(‘‘Cumberland’’), Kennebec Hydro

Resources (‘‘Hydro’’), The Merimil

Limited Partnership (‘‘Merimil’’),

MaineCom Services, Inc. (‘‘MainCom’’),

TeleSmart (‘‘Telesmart’’), The Union

Water-Power Company (‘‘Union

Water’’), Androscoggin Reservoir

Company (‘‘Androscoggin’’), Kennebec

Water Power Company (‘‘Kennebec

Water’’), and the Gulf Island Pond

Oxygenation Project (‘‘GIPOP’’). These

subsidiaries are engaged in utility

support services (such as training,

research, project management and

technical consulting),

telecommunications, river facilities

management, administrative services,

and real estate activities. In 1997, they

provided total revenues of $21,238,000,

or approximately 2% of Central Maine’s

total consolidated electric operating

revenues for that year.

Holdco and Central Maine seek

authority for Holdco to acquire all of the

outstanding common stock of Central

Maine and, indirectly, of its utility

subsidiaries. In addition, Holdco and

Central Maine seek an order under

section 3(a)(1) of the Act exempting

Holdco and Central Maine from all

provisions of the Act, except section

9(a)(2).

Holdco intends to form a subsidiary

company, Merger Sub, for the sole

purpose of consummating the

acquisition of Central Maine by Holdco

(‘‘Acquisition’’). In accordance with an

agreement (‘‘Merger Plan’’) to be entered

into by Holdco, Central Maine and

Merger Sub, Merger Sub will merge with

and into Central Maine. In addition each

issued and outstanding share of Central

Maine common stock (‘‘CM Common

Stock’’) will be converted into one share

of Holdco common stock (‘‘Holdco

Common Stock’’).3 The outstanding

shares of Merger Sub common stock will

be automatically converted into a

number of shares of CM Common Stock

equal to the number of shares of CM

Common Stock before the Merger. The

shares of Holdco Common Stock owned

by Central Maine before the Merger will

be canceled. All debt securities and

series of Central Maine preferred stock

will be unaffected by the Merger Plan

and will remain securities of Central

Maine.

Upon consummation of the

Acquisition, each person that held

shares of CM Common Stock before the

Acquisition, will hold an equal number

of shares of Holdco Common Stock, and

Holdco will hold all of the issued and

outstanding shares of CM Common

Stock.

Applicants state that concurrently

with the Acquisition, or shortly

thereafter, Central Maine will transfer

by dividend its existing equity interests

in CMPI, MaineCom, Telesmart, Union

Water and Androscoggin to Holdco.4

Applicants assert that they will each

satisfy the requirements for an

exemption under section 3(a)(1) upon

consummation of the Merger. They state

that they and their public utility

subsidiaries currently are, and will

continue to be, predominately intrastate

in character and will continue to carry

on their business substantially in Maine.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–17082 Filed 6–25–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Sunshine Act Meeting

Notice is hereby given, pursuant to

the provisions of the Government in the

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

Securities and Exchange Commission

will hold the following meeting during

the week of June 29, 1998.

A closed meeting will be held on

Wednesday, July 1, 1998, at 2:30 p.m.

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.

The General Counsel of the

Commission, or his designee, has

certified that, in his opinion, one or

more of the exemptions set forth in 5

U.S.C. 552b(c)(4), (8), (9)(A) and (10)

and 17 CFR 200.402(a)(4), (8), (9)(i) and

(10), permit consideration of the

scheduled matters at the closed meeting.