Federal Register / Vol. 63, No. 16 / Monday, January 26, 1998 / Notices 3775

this information to financial institutions

and uniform distribution firms, each

providing services related to purchasing

uniform items, is consistent and

compatible with that purpose. Similarly,

since the proposed uses of the data

within USPS 050.020 are required by

Public Law 104–193, they are necessary

and proper uses and therefore

compatible uses which meet Privacy Act

requirements.

The system modifications and

additions are not expected to have any

undue effect on individual privacy

rights. The modifications to USPS

050.040 do not alter the scope or

character of information collected by the

system. The contract financial

institutions and uniform distribution

firms have been made subject to the

Privacy Act in accordance with

subsection (m) and are required to apply

appropriate protections subject to the

audit and inspection of the Postal

Inspection Service. Records within

USPS 050.040 and 050.020 continue to

be kept in a secured environment, with

automated data processing physical and

administrative security and technical

software applied to data on computer

media. Paper records are kept in a

secured area of post offices and are

made available internally on an official

need-to-know basis.

Postal Service records disclosed to the

OCSE will be accomplished by

Connect:Direct, hardcopy medium, or

other means ensuring the security of the

data. The FPLS will ensure the data’s

integrity to the greatest extent

practicable by validating names and

social security numbers with Social

Security Administration records and the

Postal Service will be notified of any

invalid, incomplete, and corrected

social security numbers.

USPS Privacy Act system 050.020 was

last published in its entirety in the

Federal Register on December 4, 1992

(57 FR 57515–57519) and was amended

on November 22, 1993 (58 FR 61718–

61719) and June 12, 1996 (61 FR 29774).

USPS Privacy Act system 050.040 was

last published in its entirety in the

Federal Register on October 26, 1989

(54 FR 43669–43670). The Postal

Service proposes amending these

systems as shown below.

USPS 050.020

SYSTEM NAME:

Finance Records—Payroll System,

050.020.

* * * * *

ROUTINE USES OF RECORDS MAINTAINED IN THE

SYSTEM, INCLUDING CATEGORIES OF USERS AND

THE PURPOSES OF SUCH USES:

[Change to read:]

General routine use statements a, b, c,

d, e, f, g, h, j, k, l, and m listed in the

prefatory statement at the beginning of

the Postal Service’s published system

notices apply to this system. Other

routine uses are as follows:

* * * * *

[Add the following:]

33. Disclosure of information about

current or former postal employees may

be made to the Office of Child Support

Enforcement, Administration for

Children and Families, Department of

Health and Human Services Federal

Parent Locator System (FPLS) and

Federal Tax Offset System for locating

individuals and identifying their

income sources to establish paternity,

establish and modify orders of support,

and for enforcement action.

34. Disclosure of information about

current or former postal employees may

be made to the Social Security

Administration for verifying social

security numbers in connection with the

operation of the FPLS by the Office of

Child Support Enforcement.

35. Disclosure of information about

current or former postal employees may

be made to the Department of the

Treasury for purposes of administering

the Earned Income Tax Credit Program

(Section 32, Internal Revenue Code of

1986) and verifying a claim with respect

to employment in a tax return.

USPS 050.040

SYSTEM NAME:

Finance Records—Uniform

Allowance Program, 050.040.

SYSTEM LOCATION:

[Change to read:]

Postal facilities employing personnel

entitled to uniform allowances and the

Information Service Center, St. Louis,

MO, and contractor facilities where

necessary to perform uniform supply

and postal purchasing card services.

* * * * *

CATEGORIES OF RECORDS COVERED BY THE

SYSTEM:

[Change to read:]

Name, Social Security number, home

address; uniform code, designation

code, and pay location; account balance

and invoices and other information

relating to the uniform item(s) purchase.

* * * * *

ROUTINE USES OF RECORDS MAINTAINED IN THE

SYSTEM, INCLUDING CATEGORIES OF USERS AND

THE PURPOSES OF SUCH USES:

[Change to read:]

General routine use statements a, b, c,

d, e, f, g, h, j, k, l, and m listed in the

prefatory statement at the beginning of

the Postal Service’s published system

notices apply to this system. Other

routine uses are as follows:

* * * * *

[Add the following:]

3. Disclosure of information about

current or former employees may be

made to a financial institution under

contract with the Postal Service to

provide purchasing card services with

respect to the purchase of uniform

items.

4. Disclosure of information about

current or former employees may be

made to a distribution firm under

contract with the Postal Service to

provide fulfillment services with respect

to the purchase of uniform items.

Stanley F. Mires,

Chief Counsel, Legislative.

[FR Doc. 98–1669 Filed 1–23–98; 8:45 am]

BILLING CODE 7710–12–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26815]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

January 16, 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 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

References.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

February 9, 1998, 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.
3776 Federal Register / Vol. 63, No. 16 / Monday, January 26, 1998 / Notices

1The terms and conditions of this authorization

are contained in Holding Co. Act Release No. 26532

(June 12, 1996).

2 If underwriters are used in the sale of the

securities, these securities will be acquired by the

underwriters for their own account and may be

resold from time to time in one or more

transactions, including negotiated transactions, at a

fixed public offering price or at varying prices

determined at the time of sale. The securities may

be offered to the public either through underwriting

syndicates (which may be represented by managing

underwriters) or directly by one or more

underwriters acting alone. The securities may be

sold directly by NFG or through agents designated

by NFG from time to time. If dealers are used in

the sale of any securities, these securities will be

sold to the dealers and any dealer may then resell

the securities to the public at fixed prices or varying

prices to be determined by the dealer at the time

of resale. NFG may also sell securities to agents

acting as principal. These agents may sell the

securities to the public at fixed prices or varying

prices to be determined by the agent at the time of

resale. If equity securities are being sold in an

underwritten offering, NFG may grant the

underwriters an over-allotment option permitting

the purchase from NFG of additional equity

securities (an additional 15% under present

guidelines), at the same price as the equity

securities then being offered, for the sole purpose

of covering over-allotments.

Securities issued by NFG may be sold under

‘‘delayed delivery contracts’’ which permit the

underwriters or agents to locate buyers who will

agree to buy the securities at an agreed price on the

trade date but accept delivery at a later date. Debt

securities may also be sold through the use of

medium-term notes and similar programs or in

transactions under which securities are sold to

initial purchasers and then resold by the initial

purchasers (typically, investment banks or similar

institutions) in transactions covered by rule 144A

or another exemption under the Securities Act of

1933 (‘‘Securities Act’’) or under Regulation S

under the Securities Act.

3See Holding Co. Act Release No. 26443.

National Fuel Gas Company et al. (70–

9153)

National Fuel Gas Company (‘‘NFG’’),

a gas registered holding company, and

each of its wholly owned subsidiaries,

National Fuel Gas Distribution

Corporation (‘‘Distribution’’), a gas

utility company, and NFG’s nonutility

subsidiaries, National Fuel Gas Supply

Corporation (‘‘Supply’’), Utility

Constructors, Inc. (‘‘UCI’’), Highland

Land & Minerals, Inc. (‘‘Highland’’),

Leidy Hub, Inc. (‘‘Leidy’’), Horizon

Energy Development, Inc. (‘‘Horizon’’),

Data-Track Account Services, Inc.

(‘‘Data-Track’’) and Seneca

Independence Pipeline Company

(‘‘Seneca Independence’’), each of 10

Lafayette Square, Buffalo, New York

14203, Seneca Resources Corporation

(‘‘Seneca Resources’’), Niagara

Independence Marketing Company

(‘‘Niagara Marketing’’) and Niagara

Energy Trading Inc. (‘‘Niagara Energy’’),

each of 1201 Louisiana Street, Suite 400,

Houston, Texas 77002, and National

Fuel Resources, Inc. (‘‘NFR’’) of 165

Lawrence Bell Drive, Suite 120,

Williamsville, New York 14221

(collectively, ‘‘Applicants’’), have filed

an application-declaration

(‘‘Application’’) under sections 6(a), 7,

9(a), 10, 12(b), 12(f), 32 and 33 of the

Act, and rule 53 under the Act

requesting authorization to engage in

various financing and related

transactions for the period from the

effective date of an order in this matter

through December 31, 2002

(‘‘Authorization Period’’). The

Applicants, other than NFG, are

sometimes referred to collectively as

‘‘Subsidiaries.’’

The authorization would be subject to

the following conditions: (1) with

respect to long-term debt financing

activities (a) NFG’s long-term debt must

be rated investment grade by at least one

nationally recognized statistical rating

organization, as that term is used in

Rule 15c3–1(c)(2)(vi)(F) under the

Securities Exchange Act of 1934 and (b)

NFG’s common equity, as reflected in its

most recent Form 10–K or Form 10–Q,

does not fall below 30% of its

consolidated capitalization; (2) the

effective cost of money for debt may not

exceed 300 basis points over the interest

rate on U.S. Treasury securities of a

comparable term; (3) the effective cost of

money for preferred stock and other

fixed income securities may not exceed

500 basis points over the interest rate on

30-year U.S. Treasury securities; (4) the

maturity of debt may not be more than

50 years; (5) issuance expenses in

connection with an offering of

securities, including any underwriting

fees, commissions or other similar

compensation, may not exceed 5% of

the principal or total amount of the

securities being issued; and (6) the

aggregate amount of external debt and

equity financing to be issued by NFG

during the Authorization Period will not

exceed (a) $750 million of short-term

borrowings outstanding at any one time

and (b) $2 billion of long-term debt and

equity outstanding at any one time,

excluding any common stock issued

under the NFG Rights Plan.1 The value

of debt securities will equal the

aggregate principal amount of the debt

securities while the value of equity

securities will equal the consideration

received by NFG at the time the equity

securities are issued. In addition,

proceeds from the sale of securities by

NFG in external financing transactions

will be used by NFG for general

corporate purposes including (i) the

financing of capital expenditures of

NFG and its Subsidiaries, (ii) the

financing of inventories and other

working capital requirements, (iii) the

acquisition, retirement or redemption of

securities issued by NFG that qualifies

for the exemption in rule 42 or a

successor rule and/or (iv) investments

in exempt wholesale generators

(‘‘EWGs’’), as defined in section 32 of

the Act, foreign utility companies

(‘‘FUCOs’’), as defined in section 33 of

the Act, and energy-related companies

and gas related companies, each as

defined in rule 58. Any deviation from

these conditions would require further

Commission approval.

The proposed transactions and the

proposed participation of the various

Applicants are described below.

1. External Financing by NFG

NFG proposes to issue and sell shortterm securities, with a term not to

exceed 270 days, aggregating not more

than $750 million outstanding at any

one time during the Authorization

Period. NFG also proposes to issue and

sell long-term securities aggregating not

more than $2 billion outstanding at any

one time through the Authorization

Period. Securities may be issued

through underwriters or dealers,

directly to a limited number of

purchasers or a single purchaser,2

through agents, in exchange for

securities of other companies, the

acquisition of which is separately

authorized by the Commission or

exempt under section 32, 33 or 34 or

rule 58, as applicable, and/or through

compensation, benefits and incentive

plans, customer stock purchase plans

and dividend reinvestment plans

(collectively, ‘‘Stock Issuance Plans’’).

NFG also proposes to engage in interest

rate swaps and similar hedging

instruments.

a. Short-term Debt

NFG proposes to issue short-term

debt, consisting of borrowings under its

credit facilities and the issuance of

commercial paper and/or other forms of

short-term financing. NFG represents

that in no case will the outstanding

balance of all short-term borrowings

exceed $750 million during the

Authorization Period. With respect to its

short-term borrowings, NFG proposes

that the authorizations requested in this

proceeding supersede the short-term

borrowing authorization contained in

Commission order, dated December 28,

1995 (‘‘December 1995 Order’’).3

Commercial paper will be sold by

NFG in domestic or foreign commercial

paper markets directly or through

dealers and placement agents at

prevailing discount rates or prevailing

coupon rates at the date of issuance for

commercial paper of comparable quality

and terms. NFG anticipates that the

commercial paper will then be resold at
Federal Register / Vol. 63, No. 16 / Monday, January 26, 1998 / Notices 3777

4See Holding Co. Act Release Nos. 26670 (Feb.

18, 1997) (‘‘February 1997 ORder’’), 26655 (Jan. 24,

1997), 26394 (Oct. 19, 1995), 26261 (Mar. 30, 1995),

26176 (Nov. 30, 1994), 25753 (Mar. 5, 1993) and

24793 (Dec. 28, 1988) (collectively, ‘‘Existing

Common Stock Authorizations’’).

5The 1997 Award and Option Plan under the

February 1997 Order authorizes awards granting the

right to purchase up to 1,900,000 shares of common

stock through December 12, 2006.

a discount to corporate and institutional

investors, which may include

commercial banks, insurance

companies, pension funds, investment

trusts, mutual funds, foundations,

colleges and universities, finance

companies and nonfinancial

corporations. Foreign commercial paper

may also be sold to individual investors.

Back-up lines of credit for 100% of

the outstanding amount of commercial

paper are generally required by credit

rating agencies. NFG currently has a

committed credit facility which

provides support for its commercial

paper program.

NFG proposes to establish credit

facilities with banks and/or other

financial institutions and to issue and

sell, from time to time, short-term notes.

These notes will bear interest at rates

comparable to, or lower than, those

available through other forms of shortterm borrowing with similar terms

requested in this proceeding, and will

have a term of not more than 270 days.

NFG requests authority to incur, as

necessary, commitment or similar fees

not to exceed one-half of one percent

(.50%) of the average daily credit

facility available, and/or compensating

balances not to exceed twenty percent

(20%) of the credit facility established.

NFG further requests authorization to

amend its commercial paper program or

credit facilities without further

Commission authorization, provided

that the term of any borrowing under

the program or facility does not extend

beyond 270 days from its date of

issuance or borrowing.

NFG states that it may engage in other

types of short-term financing, which

would include bank borrowings and

other short-term securities issued under

a mortgage or indenture, as it deems

appropriate at the time of issuance. The

term of these short-term borrowings will

not exceed 270 days.

b. Long-term Securities

NFG proposes to issue and sell longterm securities which would consist of

any combination of long-term debt, debt

having terms in excess of 270 days,

common stock, preferred stock or other

equity securities. The aggregate

principal amount of long-term debt

securities and the value of the

consideration received from the

issuances of equity securities under the

Application during the Authorization

Period will not exceed $2 billion at any

one time outstanding.

Long-term debt securities would

include, but not be limited to,

debentures, convertible debt,

subordinated debt, medium-term notes,

bank borrowings and securities with call

or put options. Long-term debt

securities would have the designation,

aggregate principal amount, maturity,

interest rate(s) or methods of

determining the same, interest payment

terms, redemption provisions, nonrefunding provisions, sinking fund

terms, conversion or put terms, U.S.

dollar or foreign currency

denominations, security and

subordination provisions, and other

terms and conditions as NFG may

determine at the time of issuance.

Medium-term notes would be issued

under the Indenture, dated as of October

15, 1994, between NFG and The Bank of

New York, Trustee, as amended

(‘‘Indenture’’). Debentures and other

long-term securities may be issued

under the Indenture or under a mortgage

or other indenture.

Equity securities would include

common stock (including the rights

with respect to such common stock),

including common stock issued by

Stock Issuance Plans under prior

Commission orders 4 during the

Authorization Period and future Stock

Issuance Plans authorized by the

Commission, preferred stock, other

preferred securities, options and/or

warrants convertible into common or

preferred stock and common and/or

preferred stock issued upon the exercise

of convertible debt, rights, options,

warrants and/or similar securities.

From time to time during the

Authorization Period, NFG may adopt

other similar Stock Issuance Plans. For

instance, a direct stock purchase plan

with a dividend reinvestment feature

that allows sales to persons not already

shareholders may be implemented. NFG

proposes to issue shares of common

stock under existing plans and similar

plans or plan funding arrangements it

may adopt and to engage in other sales

of is shares of common stock for

reasonable business purposes without

the requirement of prior Commission

authorization during the Authorization

Period. With respect to issuances of

long-term securities, NFG proposes that

the authorizations requested in this

proceeding supersede the authorizations

contained in the Existing Common

Stock Authorizations, except that the

grants of common stock and rights to

purchase common stock under the 1997

Award and Option Plan may be issued

through December 12, 2006.5

c. Hedging Transactions

NFG proposes to enter into hedging

transactions (‘‘Hedge Program’’) related

to all or a portion of existing or

anticipated financing, including floating

rate debt or fixed rate debt, using

interest rate swaps, caps, floors, collars,

ceilings, options and forwards

(collectively, ‘‘Derivative Transactions’’)

with counterparties during the

Authorization Period, in notional (i.e.,

principal) amounts aggregating not in

excess of the amount of debt

outstanding at any one time.

NFG proposes to use two different

swap strategies. Under one swap

strategy, NFG would agree to make

payments of interest to a counterparty,

payable periodically. The interest would

be payable at a variable or floating rate

index and would be calculated on a

notional amount. In return, the

counterparty would agree to make

payments to NFG based upon the same

notional amount and at an agreed upon

fixed interest rate. This would be a

‘‘floating-to-fixed swap’’ on NFG’s part.

Under another swap strategy, NFG

would pay a fixed interest rate and

receive a variable interest rate on a

notional amount. This would be a

‘‘fixed-to-floating swap’’ on NFG’s part.

NFG also proposes to enter into an

anticipatory interest rate hedging

program (‘‘Anticipatory Hedge

Program’’) using Derivative Transactions

within a limited time prior to the

issuance of short- or long-term debt

securities. The Hedge Program will be

used to fix and/or limit the interest rate

risk exposure of any new issuance

through: (1) a forward sale of exchangetraded U.S. Treasury futures contracts,

U.S. Treasury securities and/or a

forward swap (each a ‘‘Forward Sale’’);

(2) the purchase of put options on U.S.

Treasury securities (‘‘Put Options

Purchase’’); (3) a Put Options Purchase

in combination with the sale of call

options on U.S. Treasury securities

(‘‘Zero Cost Collar’’); or (4) some

combination of a Forward Sale, Put

Options Purchase and/or Zero Cost

Collar.

The program may be executed onexchange (‘‘On-Exchange Trades’’) with

brokers through the opening of futures

and/or options positions traded on the

Chicago Board of Trade, the opening of

over-the-counter positions with one or

more counterparties (‘‘Off-Exchange

Trades’’) or a combination of OnExchange-Trades and Off-ExchangeTrades’’) or a combination of OnExchange-Trades and Off-ExchangeTrades. NFG will determine the optimal
3778 Federal Register / Vol. 63, No. 16 / Monday, January 26, 1998 / Notices

structure of the Anticipatory Hedge

Program at the time of execution. NFG

may decide to lock in interest rates and/

or limit its exposure to interest rate

increases. All open positions under the

Anticipatory Hedge Program will be

closed on or prior to the date of the new

issuance and NFG will not, at any time,

take possession of the underlying U.S.

Treasury securities.

All transactions entered into under

the Hedge Program will be bona fide

hedges and will meet the criteria

established by the Financial Accounting

Standards Board in order to qualify for

hedge accounting treatment, and NFG

will comply with the financial

disclosure requirements associated with

hedging transactions.

NFG proposes that the authorizations

requested in this proceeding with

respect to hedging transactions,

including the Hedge Program and the

Anticipatory Hedge Program, supersede

the authorizations to engage in hedging

transactions contained in the December

1995 Order.

d. Other Securities

In addition to the specific securities

for which NFG seeks authorization in

this proceeding, NFG also proposes to

issue other types of securities (‘‘Other

Securities’’) that it deems appropriate

during the Authorization Period. NFG

requests that the Commission reserve

jurisdiction over the issuance of Other

Securities. NFG also undertakes that it

will file a post-effective amendment in

this proceeding describing the general

terms of the proposed Other Securities

and obtain a supplemental order of the

Commission authorizing the issuances

of Other Securities.

2. Intrasystem Financing by Subsidiaries

The Subsidiaries propose various

financing transactions between NFG and

the Subsidiaries and among the

Subsidiaries.

a. Money Pool

Under the December 1995 Order,

NFG, Distribution, Supply, Seneca

Resources, Highland, Leidy, Horizon,

Data-Track, NFR and UCI (‘‘Current

Money Pool Participants’’) were

authorized to engage in a money pool

arrangement (‘‘Money Pool’’) through

December 31, 2000. The Current Money

Pool Participants now propose to

continue to participate in, and incur

short-term borrowings from, the Money

Pool through the Authorization Period.

NFG proposes to add Seneca

Independence, Niagara Marketing and

Niagara Energy as new participants to

the Money Pool. NFG further proposes

that the authorizations requested in this

proceeding with respect to the Money

Pool supersede the authorizations for

the current Money Pool contained in the

December 1995 Order.

At certain times during the year, NFG

and certain Subsidiaries generate

surplus funds. Each Subsidiary may

contribute excess funds to the Money

Pool from time to time. The Applicants

propose that the Subsidiaries borrow

short-term funds from the Money Pool

and that the maximum amount of

Money Pool borrowings outstanding for

each Subsidiary will be determined by

NFG and the Subsidiaries in accordance

with business needs. Subsidiary

borrowings from the Money Pool would

be used to provide financing for general

corporate purposes, including the

temporary financing of inventories and

other working capital requirements and

construction spending.

NFG will administer the Money Pool

and coordinate the system’s short-term

borrowings but cannot borrow surplus

funds generated by the Subsidiaries.

NFG will match, to the extent possible,

the short-term cash surpluses and

borrowing requirements of the

Subsidiaries.

The sources of funding for the Money

Pool may consist of surplus funds of

NFG and/or of its Subsidiaries, proceeds

from NFG’s sale of commercial paper,

borrowings under credit facilities,

borrowings by NFG from banks or other

financial institutions and/or issuances

of other securities. Amounts borrowed

by NFG under the $750 million shortterm borrowing authorization requested

in this proceeding would be included in

the Money Pool.

Subsidiary requests for short-term

loans will be met first from available

surplus funds of the other Subsidiaries,

and then from NFG corporate funds, if

available. In the event these sources of

funds are insufficient, borrowings

outside the system will be made by NFG

through the issuance and sale of

commercial paper, borrowings under

credit facilities, other borrowing

facilities with banks or other financial

institutions and/or issuances of other

securities. These borrowings will not

exceed $750 million during the

Authorization Period.

The interest rate on Subsidiary

borrowings consisting solely of internal

funds from the Money Pool will be the

same rate charged on high-grade

unsecured 30-day commercial paper

sold through dealers by major corporate

issuers. Borrowings consisting wholly or

in part of funds obtained through the

sale of commercial paper or borrowings

from banks or other financial

institutions will pay interest at a rate

equal to NFG’s net cost for these

borrowings.

The Applicants state that none of the

internal subsidiary funds (surplus funds

of the Subsidiaries available in the

Money Pool) will be used for the

acquisition of an interest in an EWG or

a FUCO except (a) investment by

Horizon of up to $150 million and (b)

investment by NFR or through a

subsidiary, if formed, of up to $25

million.

b. Internal Nonutility Securities

National requests on behalf of the

Subsidiaries, other than Distribution

(‘‘Nonutility Subsidiaries’’),

authorization to issue and sell securities

of any type that are not otherwise

exempt or authorized by Commission

order (‘‘Internal Nonutility Securities’’)

to NFG and other Nonutility

Subsidiaries during the Authorization

Period. NFG requests that the

Commission reserve jurisdiction over

the issuances of Internal Nonutility

Securities. NFG also undertakes that it

will file a post-effective amendment in

this proceeding describing the general

terms of the proposed Internal

Nonutility Securities and obtain a

supplemental order of the Commission

authorizing the issuances of Internal

Nonutility Securities.

3. External Financing by Subsidiaries

NFG also requests authorization for

the Nonutility Subsidiaries to issue and

sell securities of any type that are not

otherwise exempt or authorized by

Commission order, including guarantees

(collectively, ‘‘External Nonutility

Securities’’), to persons other than NFG,

including banks, insurance companies

and other financial institutions during

the Authorization Period. NFG requests

that the Commission reserve jurisdiction

over the issuance of External Nonutility

Securities. NFG also undertakes that it

will file a post-effective amendment in

this proceeding describing the general

terms of the proposed External

Nonutility Securities and obtain a

supplemental order of the Commission

authorizing the issuances of External

Nonutility Securities.

Distribution also proposes to issue

and sell debt securities of any type that

are not otherwise exempt or authorized

by Commission order to persons other

than NFG, including banks, insurance

companies and other financial

institutions, in an aggregate principal

amount which will not exceed $250

million during the Authorization

Period.
Federal Register / Vol. 63, No. 16 / Monday, January 26, 1998 / Notices 3779

1Each Fund that currently intends to rely on the

requested relief has been named as an applicant.

Any other existing or future Fund that relies on the

order will comply with the terms and conditions of

the application.

2Frank Russell Investment Management

Company is the administrator of SSgA Funds.

4. Financing Entities

NFG and the Nonutility Subsidiaries

propose to organize new corporations,

trusts, partnerships or other entities

created for the purpose of facilitating

financings. These entities will issue to

third parties interests in such entities or

other securities authorized or issued

under an exemption. Additionally,

request is made for: (a) The issuance of

debentures or other evidences of

indebtedness by NFG or Nonutility

Subsidiaries to a financing entity in

return for the proceeds of the financing,

and (b) the acquisition by NFG and

Nonutility Subsidiaries of voting

interests or equity securities issued by

the financing entity to establish such

Applicant’s ownership of the financing

entity. NFG and the Nonutility

Subsidiaries also propose to enter into

guarantees and expense agreements

with the corresponding financing

entities, under which they would agree

to pay all amounts payable relating to

the securities issued by the financing

entity. The amount of any guarantees

provided to financing entities will not

exceed $250 million in the aggregate at

any one time during the Authorization

Period.

5. Guarantees by National

NFG is currently authorized to

guarantee up to $500 million of

obligations under Commission order

dated November 12, 1993 (HCAR No.

25922) (‘‘November 1993 Order’’). NFG

now proposes to guarantee securities of,

and provide other forms of credit

support with respect to obligations of,

its Subsidiaries in an aggregate amount

not to exceed $2 billion at any time

during the Authorization Period. The $2

billion of guarantees is in addition to

any financing requested in the

Application. The terms and conditions

of any guarantee will be negotiated on

a case by case basis as the need arises.

NFG proposes that the guarantee

authorization requested in this

proceeding supersede and replace the

guarantee authorization granted in the

November 1993 Order.

Guarantees and other forms of credit

support provided by NFG on behalf of

any EWG, FUCO or rule 58 company

will be subject to the limitations of rule

53 or rule 58, as applicable.

6. Acquisition of EWGs, FUCOs and

Rule 58 Companies

NFG proposes to use some or all of

the proceeds of the financings for which

authorization is requested in this

proceeding to invest in EWGs and

FUCOs in an aggregate amount which,

when added to NFG’s aggregate

investment, as defined in rule 53(a)(1),

would not exceed 50% of NFG’s

consolidated retained earnings, as

defined in rule 53(a)(1). NFG proposes

that the authorization to invest in EWGs

and FUCOs requested in this

Application supersede the authorization

applicable to EWG and FUCO

investments contained in Commission

order dated August 29, 1995 (HCAR No.

26364).

NFG also proposes to use some or all

of the proceeds of the financings for

which authorization is requested in this

proceeding to make investments in

energy-related companies and gasrelated companies under rule 58.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–1677 Filed 1–23–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22999; 812–10678]

SSgA Funds and State Street Bank and

Trust Company, Notice of Application

January 14, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for an

order under section 6(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) for an exemption from sections

13(a)(2), 13(a)(3), 18(f)(1), 22(f), and

22(g) of the Act and rule 2a–7

thereunder; under sections 6(c) and

17(b) of the Act for an exemption from

sections 17(a)(1) and (2) of the Act; and

pursuant to section 17(d) of the Act and

rule 17d–1 thereunder.

SUMMARY OF APPLICATION: Applicants

SSgA Funds and State Street Bank and

Trust Company (‘‘State Street’’) request

an order that would permit SSgA Funds

to enter into deferred compensation

arrangements with certain of their

directors.

FILING DATES: The application was filed

on May 22, 1997 and amended on

November 26, 1997. Applicants have

agreed to file an amendment during the

notice period, the substance of which is

included in this notice.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

February 9, 1998 and should be

accompanied by proof of service on the

applicants, in the form of an affidavit or,

for lawyers, a certificate of service.

Hearing requests should state the nature

of the writer’s interest, the reason for the

request, and the issues contested.

Persons who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

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

SSgA Funds, Two International Place,

35th Floor, Boston, Massachusetts

02110; State Street, 225 Franklin Street,

Boston, Massachusetts 02110.

FOR FURTHER INFORMATION CONTACT:

David W. Grim, Staff Attorney, at (202)

942–0571, or Nadya B. Roytblat,

Assistant Director, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the SEC’s

Public Reference Branch (tel. 202–942–

8090).

Applicants’ Representations

1. SSgA Funds is an open-end

management investment company

registered under the Act and comprised

of several investment portfolios. State

Street serves as investment adviser to

each portfolio of SSgA Funds.

Applicants request that the relief also

apply to all registered investment

companies or series of these companies

now or in the future advised by State

Street or any entity under common

control with or controlled by State

Street (these registered investment

companies, together with SSgA Funds,

the ‘‘Funds’’).1

2. Each member of the board of

trustees of SSgA Funds (collectively, the

‘‘Trustees’’) who is not an employee of

State Street or Frank Russell Investment

Management Company 2 or any of their

affiliates (each, an ‘‘Eligible Trustee’’)

receives annual fees from SSgA Funds

which collectively are, and are expected

to continue to be, insignificant in

comparison to the total net assets of

SSgA Funds. No Trustee who is an

employee of State Street or Frank

Russell Investment Management