Federal Register / Vol. 63, No. 146 /Thursday, July 30, 1998 / Notices 40747

1Alabama law requires that domestic limited

liability companies have at least two members.

1UtiliCorp United Inc., Holding Company Act

Release No. 24204 (Oct. 1, 1986).

2UtiliCorp United Inc., Holding Company Act

Release No. 25850 (July 8, 1993).

3UtiliCorp United Inc., Holding Company Act

Release No. 26353 (Aug. 7, 1995).

Dated: July 24, 1998.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–20365 Filed 7–29–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26899; International Series

Release No. 1147]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

July 23, 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

August 18, 1998, to this 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 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 August 18, 1998, the application(s)

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

amended, may be granted and/or

permitted to become effective.

The Southern Company, et al. (70–8733)

The Southern Company (‘‘Southern’’),

a registered holding company, 270

Peachtree Street, N.W., Atlanta, Georgia

30303, and its nonutility subsidiaries

Southern Energy, Inc. (formerly SEI

Holdings, Inc.) (‘‘Southern Energy’’),

Mobile Energy Services Holdings, Inc.

(‘‘Holdings’’), Southern Energy

Resources, Inc. (formerly Southern

Energy, Inc.) (‘‘Resources’’), Southern

Energy North America, Inc. (‘‘SENA’’)

and Mobile Energy Services Company,

L.L.C. (‘‘MESCA’’), each at 900

Ashwood Parkway, Atlanta, Georgia

30338, have filed a post-effective

amendment under sections 6(a), 7, 9(a),

10, 12(c), 12(d) and 12(f) of the Act and

rules 43, 45, and 54 under the Act to an

application-declaration filed under

sections 6(a), 7, 9(a), 10, 12(b), 12(f), 13,

32 and 33 of the Act and rules 43, 45

and 54 under the Act.

MESC is a limited liability company

established under Alabama law that

owns and operates a dedicated, ‘‘insidethe-fence,’’ industrial cogneration

complex in Mobile, Alabama. Holdings,

a direct nonutility subsidiary of

Southern, owns 99% of the outstanding

membership interests of MESC, and

Resources, an indirect nonutility

subsidiary of Southern, owns the

remaining one percent of the

membership interests.1 Southern Energy

is a direct nonutility subsidiary of

Southern engaged in owning interests in

certain businesses, including qualifying

facilities (as defined in the Public

Utility Regulatory Policies Act of 1978).

SENA is a direct subsidiary of Southern

Energy, which owns interests in

Southern Energy’s domestic businesses.

Applicants propose to restructure the

ownership of membership interests in

MESC. Alabama law provides for the

bifurcation of membership interests of

limited liability companies into

economic interests and voting interests.

Economic interests encompass the right

to share in profits and losses and voting

interests include all rights of

management and control. Applicants

propose that Holdings and Resources

transfer a 99% economic interest and a

1% voting interest in MESC to a direct

or indirect subsidiary of Southern

Energy. Applicants state that the

proposed relocation of economic

interest in MESC to a Southern Energy

subsidiary will facilitate evaluations of

the performance of Southern’s

independent energy portfolio by

interested parties, including the

investment community.

Applicants propose to accomplish

this restructuring in several steps.

Southern Energy would establish a

special purpose subsidiary (‘‘SE

Mobile’’) as a vehicle to hold its

interests in MESC. Holdings would

exchange its existing membership

interests in MESC for two classes of

membership interests, one representing

voting interests and the other nonvoting

economic interests. Holdings would

then transfer a 98% nonvoting economic

interest in MESC to SE Mobile and

Resources would then contribute its one

percent economic and voting interest to

SE Mobile. As a result, Holdings would

retain its 99% voting interest and a one

percent economic interest in MESC and

SE Mobile would own a 99% economic

interest and a one percent voting

interest in MESC.

The Applicants request authority to

complete the restructuring by June 30,

2000.

UtiliCorp United Inc. (70–9325)

UtiliCorp United Inc. (‘‘UtiliCorp’’),

20 West Ninth Street, Kansas City,

Missouri 64105, a Delaware public

utility holding company claiming

exemption from registration under rule

10 of the Act, has filed a declaration

under section 3(b) and rules 10 and

11(b)(1) under the Act.

UtiliCorp is a publicly traded

corporation which engages primarily,

through divisions, in the sale and

distribution of gas and electrically to

retail and wholesale customers in nine

states, Canada, New Zealand and

Australia. UtiliCorp is a public-utility

holding company solely because of its

ownership of West Kootenay Power and

Light Company, Limited,2 a Canadian

public utility company, WEL Energy

Group Limited,3 a New Zealand electric

utility company, and United Energy

Ltd.,4 an Australian electric distribution

company. As of December 31, 1997,

UtiliCorp had sales of $8.926 billion,

earnings before interest and taxes of

$359.1 million and total assets of $5.113

billion.

UtiliCorp states that the government

of the State of Victoria, Australia

(‘‘Victoria government’’) has decided to

privatize its natural gas industry to

develop a competitive energy market in

order to facilitate lower gas prices and

improved service for consumers.

Through one or more subsidiaries,

UtiliCorp proposes to participate in the

bidding process for one or more

following seven businesses, each

organized under the laws of Australia

and each operating solely in Australia:

(1) Kinetick Energy (‘‘Kinetick’’), a retail

gas company, serving the northeastern

and western suburbs of Melbourne; (2)

Westar (‘‘Westar’’), a gas distribution

company, serving the western suburbs

of Melbourne, with fixed assets valued

at approximately N.Z. $591.8 million;

(3) Ikon Energy (‘‘Ikon’’), a gas retail

company, operating primarily in the

western central and southeastern

suburbs of Melbourne; (4) Multinet

(‘‘Multinet’’), a gas distribution

company, operating in the eastern
40748 Federal Register / Vol. 63, No. 146 /Thursday, July 30, 1998 / Notices

5UtiliCorp expects to acquire the Australian

Companies in the near term using bank borrowings

at a subsidiary level, which may require a guarantee

by UtiliCorp or from its existing earnings and/or

debt facilities at the UtiliCorp level. UtiliCorp states

that its obligations are subject to multiple state

approvals.

1 ITS is a communications and order-routing

network linking eight national securities exchanges

and the electronic over-the-counter (‘‘OTC’’) market

operated by the National Association of Securities

Dealers, Inc. (‘‘NASD’’). ITS was designed to

facilitate intermarket trading in exchange-listed

equity securities based on current quotation

information emanating from the linked markets.

Participants to the ITS Plan are the American Stock

Exchange, Inc. (‘‘Amex’’), the Boston Stock

Exchange, Inc. (‘‘BSE’’), the Chicago Board Options

Exchange, Inc. (‘‘CBOE’’), the Chicago Stock

Exchange, Inc. (‘‘CHX’’), the Cincinnati Stock

Exchange, Inc. (‘‘CSE’’), the NASD, the New York

Stock Exchange, Inc. (‘‘NYSE’’), the Pacific

Exchange, Inc. (‘‘PCX’’), and the Philadelphia Stock

Exchange, Inc. (‘‘Phlx’’).

2Rule 11Aa3–2 (17 CFR 240.11Aa3–2) establishes

procedures for initiating or approving amendments

to national market system plans such as the ITS

Plan. Paragraph (b)(2) of Rule 11Aa3–2 states that

the Commission may propose amendments to an

effective national market system plan by publishing

the text thereof together with a statement of purpose

metropolitan area of Melbourne, with

fixed assets valued at approximately

N.Z. $650.5 million; (5) Energy 21

(‘‘Energy 21’’), a gas retail company,

serving eastern Melbourne, the

Morningstar Peninsula and northern

and western Victoria; (6) Stratus

(‘‘Stratus’’), a gas distribution company,

with fixed assets valued at

approximately N.Z. $650.5 million,

serving the northern and southeastern

suburbs of Melbourne and the

Morningstar Peninsula; and (7) Gas

Transmission Corporation (‘‘GTC’’), a

gas transmission and supply company

(Kinetick, Westar, Ikon, Multinet,

Energy 21, Stratus and GTC collectively,

‘‘Australian Companies’’).

The bidding process for the

Australian Companies will be

conducted by the Victorian government

in two phases, commencing in June

1998 and ending in November 1998. For

purposes of the bidding process, the

paired companies of Kinetik and

Westar, Ikon and Multinet, and Energy

21 and Stratus, are regarded as

‘‘stapled’’ businesses. UtiliCorp expects

to submit bids for the Australian

Companies through one or more

subsidiaries, which may invest as a

member of a group on consortium. For

Australian tax considerations, UtiliCorp

explains that it may structure the

proposed acquisitions as a series of asset

and stock acquisitions.

UtiliCorp proposes to acquire an

equity ownership interest of up to, but

not more than, 50% in one or more of

the three stapled businesses. With

respect to GTC, UtiliCorp proposes to

acquire a less than twenty percent

interest. UtiliCorp plans to invest no

more than $500 million in any

combination of permissible acquisitions

under the bidding rules established by

the Victorian government.5

Neither UtiliCorp nor any corporation

owned or controlled by UtiliCorp is a

holding company subject to regulation

under the Act or a subsidiary company

of a holding company subject to

regulation under the Act. None of the

Australian Companies is a public utility

company operating in the United States.

None of the Australian Companies

presently serves, and following the

proposed acquisitions by UtiliCorp none

will serve, customers in the United

States. None of the Companies is

qualified to do business in any state of

the United States; each operates

exclusively within Australia.

UtiliCorp requests an order under

section 3(b) of the Act exempting each

of the Australian Companies from all

provisions of the Act. UtiliCorp states

that none of the Australian Companies

will derive any material part of its

income, directly or indirectly, from

sources within the United States.

Further, none of the Australian

Companies will be, or have any

subsidiary company which is, a public

utility company operating in the United

States. UtiliCorp asserts that rule

10(a)(1) will provide an exemption for

UtiliCorp and any subsidiary of

UtiliCorp insofar as they are holding

companies of the Australian Companies.

Further, UtiliCorp asserts that rule

11(b)(1), together with rule 10(a)(1), will

provide an exemption from the approval

requirements of sections 9(a)(2) and 10

to which UtiliCorp would otherwise be

subject.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–20314 Filed 7–29–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40260; File No. 4–208]

RIN 3235–AH49

Intermarket Trading System (‘‘ITS’’)

Plan; Proposed Amendments to

Expand the ITS/Computer Assisted

Execution System Linkage to all Listed

Securities and to Eliminate the

Unanimous Vote Provision

AGENCY: Securities and Exchange

Commission.

ACTION: Proposed amendments to

national market system plan.

SUMMARY: The Securities and Exchange

Commission (‘‘Commission’’) is

proposing amendments to the plan

governing the operation of the

Intermarket Trading System (‘‘ITS Plan’’

or ‘‘Plan’’) that was approved pursuant

to Rule 11Aa3–2 under the Securities

Exchange Act of 1934, as amended

(‘‘Exchange Act’’ or ‘‘Act’’). The

proposed amendments expand the ITS/

Computer Assisted Execution System

(‘‘CAES’’) linkage to all listed securities,

including non-Rule 19c–3 securities.

The amendments to the Plan also

eliminate the requirement that

amendments to the ITS Plan be

approved by a unanimous vote of all

Participants; instead, a two-thirds

supermajority of the Participants would

be required for amendments.

DATES: Comments should be submitted

by August 31, 1998.

ADDRESSES: All comments should be

submitted in triplicate and addressed to

Jonathan G. Katz, Secretary, Securities

and Exchange Commission, Mail Stop

6–9, 450 Fifth Street, NW., Washington,

DC 20549. Comments also may be

submitted electronically at the following

E-mail address: rule-comments@sec.

gov. All comments should refer to File

No. 4–208; this file number should be

included in the subject line if E-mail is

used. Comment letters will be available

for public inspection and copying at the

Commission’s Public Reference Room at

the same address. Electronically

submitted comment letters will be

posted on the Commission’s web site

(http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT:

Katherine A. England, Assistant Director

at (202) 942–0154; Elizabeth Prout

Lefler, Special Counsel at (202) 942–

0170; Heather A. Seidel, Attorney at

(202) 942–4165; or Christine

Richardson, Attorney at (202) 942–0748,

Office of Market Supervision, Division

of Market Regulation, Securities and

Exchange Commission, Mail Stop 10–1,

450 Fifth Street, NW., Washington, DC

20549.

SUPPLEMENTARY INFORMATION: The

Commission is proposing amendments

to the ITS Plan 1 to expand the NASD’s

ITS/CAES linkage to all listed securities.

The Commission is also proposing

amendments to the Plan to eliminate the

unanimous vote requirement for

amendments to the ITS Plan. The

amendments, published by the

Commission on its own initiative

pursuant to Rule 11Aa3–2 under the

Exchange Act,2 are necessary to