49956 Federal Register / Vol. 70, No. 164 / Thursday, August 25, 2005 / Notices 

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3See Securities Exchange Act Release No. 51566 

(April 18, 2005), 70 FR 20946 (‘‘YUPS Notice’’).

4On August 16, 2005, the Exchange submitted 

Amendment No. 2 to the proposed rule change.

5The listing standards for YUPS described herein 

were originally incorporated in a separate proposal 

for generic listing standards for trust issued receipts 

based on a single underlying listed security (‘‘Single 

TIRs’’). See Securities Exchange Act Release No. 

51567 (April 18, 2005), 70 FR 20939 (April 22, 

2005) (‘‘Single TIR Proposal’’). Following Amex’s 

withdrawal of the Single TIR Proposal, Amex 

submitted Amendment No. 2 to this proposed rule 

change to incorporate those same listing standards 

solely for YUPS products. Therefore, in this order, 

the Commission is only approving the listing and 

trading of the YUPS-type product, which represents 

beneficial ownership interests in the common stock 

of a single publicly traded company and a series of 

U.S. Treasury securities with quarterly maturities.

6This new Commentary .13 to Amex Rule 170 

was proposed in the Single TIR Proposal.

7See Single TIR Proposal.

8See Single TIR Proposal.

utility assets by order dated December 

14, 2004. 

Holdings seeks authority to acquire all 

of the issued and outstanding common 

stock of MGU. The transaction is 

structured as a stock-for-stock exchange 

at a ratio of 25:1 in which the current 

shareholders of MGU would exchange 

the 57,590 outstanding common shares 

of MGU for 2,303 common shares of 

Holdings. As of December 31, 2004, 

Holdings had 1,424,663 shares of 

common stock issued and outstanding. 

The acquisition of MGU would increase 

the number of Holdings shares 

outstanding to 1,426,966 shares. 

The municipalities of Gallatin and 

Hamilton, Missouri had initially 

operated the gas utility assets now 

owned by MGU. The municipalities 

financed the construction of the assets 

through a lease transaction. When the 

municipalities defaulted on their lease 

obligations, the trustee, acting on behalf 

of the lenders, sought to sell the assets. 

Pursuant to a sale authorized by the 

Missouri Public Service Commission in 

December 2004, MGU acquired the gas 

distribution system in Gallatin and 

Hamilton for an aggregate consideration 

of $1.9 million, plus counsel and bank 

fees of approximately $46,000. MGU 

financed the acquisition with bank 

financing in the amount of $2 million, 

backed by a guarantee from Holdings. 

CNG did not provide any financing for 

MGU’s acquisition of the assets, nor did 

it guarantee the loan. 

Upon consummation of the 

acquisition, MGU would be a whollyowned direct subsidiary of Holdings. 

Holdings requests that the Commission 

issue an order authorizing the 

acquisition and exempting Holdings, 

under Section 3(a)(1), from all 

provisions of the Act, except Section 

9(a)(2). In support of its request for an 

order of exemption, Holdings asserts 

that (i) MGU is not a material public 

utility subsidiary, (ii) after the 

acquisition, Holdings and CNG will 

both be organized in Colorado, and (iii) 

both Holdings and CNG also will be 

predominantly intrastate in character 

and carry on their business substantially 

in Colorado. In support of its request for 

approval of the acquisition, Holdings 

submits that the combined utility 

operations will be a single integrated 

public utility system, operating in a 

single area or region.

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Margaret H. McFarland 

Deputy Secretary.

[FR Doc. E5–4649 Filed 8–24–05; 8:45 am] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Global Development 

and Environmental Resources, Inc., 

Order of Suspension of Trading 

August 23, 2005. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Global 

Development and Environmental 

Resources, Inc. (‘‘Global Development’’), 

a non-reporting issuer quoted on the 

Pink Sheets under the ticker symbol 

GDVE. Questions have been raised 

regarding the accuracy of information in 

company press releases and on the 

internet concerning Global 

Development’s officers, operations and 

products. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

company. 

Therefore, it is ordered, pursuant to 

section 12(k) of the Securities Exchange 

Act of 1934, that trading in the abovelisted company is suspended for the 

period from 9:30 a.m. EDT August 23, 

2005 through 11:59 p.m. EDT, on 

September 6, 2005.

By the Commission. 

Jonathan G. Katz, 

Secretary.

[FR Doc. 05–17001 Filed 8–23–05; 12:05 pm] 

BILLING CODE 8010–01–P

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52298; File No. R–Amex–

2004–47] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Order 

Granting Approval to Proposed Rule 

Change and Amendment No. 1 

Thereto, and Notice of Filing and Order 

Granting Accelerated Approval to 

Amendment No. 2 Thereto, Relating to 

Listing and Trading of Yield Underlying 

Participating Securities (YUPS) 

August 18, 2005. 

I. Introduction 

On June 10, 2004, the American Stock 

Exchange LLC (‘‘Amex’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

approve for listing and trading Yield 

Underlying Participating Securities 

(‘‘YUPS’’), representing a beneficial 

ownership interest in the common stock 

of a single, publicly-traded company 

and a series of U.S. Treasury Securities 

with quarterly maturities. On April 15, 

2005, Amex filed Amendment No. 1 to 

the proposed rule change. The proposed 

rule change and Amendment No. 1 

thereto were published for comment in 

the Federal Register on April 22, 2005.3

The Commission received no 

comments on the proposal. This order 

approves the proposed rule change, as 

amended by Amendment No. 1. 

Simultaneously, the Commission 

provides notice of filing of Amendment 

No. 2 to the proposed rule change and 

grants accelerated approval of 

Amendment No. 2.4

YUPS will be eligible for listing and 

trading, including trading pursuant to 

unlisted trading privileges, pursuant 

Commentary .03(a)–(f) of Rule 1202.5

YUPS will also be subject to 

Commentary .13 to Amex Rule 170,6

which allows a limited exception for 

specialist in Single TIRs, including the 

YUPS, to buy on plus ticks and/or sell 

on minus ticks to bring the Single TIR/

YUPS into parity with the underlying 

securities. YUPS will not qualify for 

side-by-side trading and integrated 

market making as set forth in Amex 

Rule 175(c)(2) and 985(e),7 under 

Commentary .05 to Amex Rule 1202. 

Furthermore, YUPS will be subject to 

Commentary .06 to Amex Rule 1202, 

regarding trading halts, and 

Commentary .07 to Amex Rule 1202, 

regarding allowable percentages set 

forth in Section 107B of the Amex 

Company Guide (‘‘Company Guide’’).8