64458 Federal Register / Vol. 60, No. 241 / Friday, December 15, 1995 / Notices

1To qualify as an ‘‘investment company’’ under

LSE rules, no more than 20% of the Applicant’s

assets on a consolidated basis may be invested in

the securities of any one company—including its

own subsidiaries, and the Applicant must be a

passive investor and not control the companies in

which it invests, other than companies through

which it invests (i.e., the Subsidiaries).

Congressional and Intergovernmental

Affairs. Effective October 31, 1995.

National Mediation Board

Confidential Assistant to a Board

Member. Effective October 31, 1995.

Office of National Drug Control Policy

Director, Communications Planning to

the Director, Office of National Drug

Control Policy. Effective October 19,

1995.

Small Business Administration

Deputy Assistant Administrator for

Congressional and Legislative Affairs to

the Assistant Administrator for

Congressional and Legislative Affairs.

Effective October 31, 1995.

Press Secretary and Special Assistant

to the Assistant Administrator for

Communications. Effective October 31,

1995.

United States Tax Court

Secretary (Confidential Assistant) to

the Judge. Effective October 11, 1995.

Authority: 5 U.S.C. 3301 and 3302; E.O.

10577, 3 CFR 1954–1958 Comp., P. 218

Office of Personnel Management

Lorraine A. Green,

Deputy Director.

[FR Doc. 95–30605 Filed 12–14–95; 8:45 am]

BILLING CODE 6325–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–21588; 812–9632]

Wellington Underwriting plc; Notice of

Application

December 8, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (‘‘Act’’).

APPLICANT: Wellington Underwriting

plc.

RELEVANT ACT SECTION: Exemption

requested under Section 6(c).

SUMMARY OF APPLICATION: Applicant, a

United Kingdom company engaged in

the business of insurance, seeks an

order granting it a conditional

exemption from all provisions of the

Act. Because of its listing on the London

Stock Exchange as an ‘‘investment

company,’’ Applicant seeks to clarify its

status prior to a proposed offer and sale

of its American Depositary Shares in the

United States to assure that it will not

be required to register as an investment

company under the Act.

FILING DATES: The application was filed

on June 16, 1995, and amended on

October 17, 1995. Counsel for Applicant

has agreed to file a further amendment

during the notice period, the substance

of which is incorporated herein.

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 Applicant with a

copy of the request, personally or by

mail. Hearing requests should be

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

January 2, 1996, and should be

accompanied by proof of service on the

Applicant, 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 may request notification of a

hearing by writing to the Secretary of

the SEC.

ADDRESSES: Secretary, SEC, 450 Fifth

Street NW., Washington, DC 20549.

Applicant, 2 Minster Court, Mincing

Lane, London, EC3R 7FB, England.

FOR FURTHER INFORMATION CONTACT:

H.R. Hallock, Jr., Special Counsel, at

(202) 942–0564 or C. David Messman,

Branch Chief, 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.

Applicant’s Representations

1. Applicant, a public holding

company incorporated under the laws of

England and Wales, was formed for the

purpose of allowing investors to

participate with limited liability in

underwriting insurance risks at Lloyd’s

of London (‘‘Lloyd’s’’). Applicant

underwrites at Lloyd’s through five

wholly-owned subsidiaries (the

‘‘Subsidiaries’’). The Subsidiaries have

received approval from Lloyd’s as

‘‘Corporate Members,’’ i.e., corporations

acting as insurance underwriters

through syndicates at Lloyd’s. The only

securities which the Applicant will own

are those of the Subsidiaries.

2. On November 23, 1994, Applicant

completed a placement of 17,250,000

Ordinary Shares. This included a

private placement in the United States

of 127,094 American Depository Shares

(representing 1,270,940 Ordinary

Shares) to eleven ‘‘accredited investors’’

within the meaning of Regulation D

under the Securities Act of 1933 (the

‘‘1933 Act’’). The balance of Applicant’s

Ordinary Shares were placed with 76

holders outside the United States.

3. Applicant’s shares are traded on the

London Stock Exchange (‘‘LSE’’), where

Applicant is listed as an ‘‘investment

company.’’ To be listed on the LSE, an

issuer must have three years of audited

financial statements unless it lists as an

‘‘investment company.’’ 1 Applicant

sought to be listed under this category

in order to facilitate an immediate

listing on the LSE which otherwise

would not have been possible for a new

issuer. Applicant is not otherwise

treated as an investment company in the

United Kingdom.

4. The Subsidiaries commenced

operations on January 1, 1995, engaging

exclusively in the insurance business of

acting as Corporate Members of

syndicates underwriting insurance at

Lloyd’s. The Subsidiaries underwrite

insurance at Lloyd’s through syndicates

managed by Wellington Underwriting

Agencies Limited, a wholly-owned

subsidiary of Wellington Underwriting

Holdings Limited. Pursuant to the LSE

Listing Rules and the rules of the

Council of Lloyd’s (the ‘‘Council’’), the

central body that regulates the affairs of

the Lloyd’s market, the Subsidiaries will

not transact any other business.

5. The Subsidiaries are regulated in

the U.K. as insurance companies, not

investment companies. Because they are

Corporate Members of Lloyd’s, the

Subsidiaries must comply with various

provisions of the U.K. Insurance

Companies Act 1982 and are subject to

oversight by the Secretary of State for

Trade and Industry. Most notably, U.K.

regulation focuses on solvency, the

fundamental principle of insurance

regulation, by requiring audited

statements and actuarial certificates for

Members’ accounts, trust funds for

premiums, and margins of solvency.

The British Department of Trade and

Industry also has significant powers to

regulate the market and affairs of

Members in the event that either Lloyd’s

underwriters taken as a whole or any

Member fails to satisfy regulatory

requirements. These powers include,

among others, the ability to regulate the

investment and custody of assets at

Lloyd’s, to limit (or terminate) the

writing of insurance, and to direct the

actions of the Council or other persons

at Lloyd’s.
Federal Register / Vol. 60, No. 241 / Friday, December 15, 1995 / Notices 64459

2The Applicant’s assets consist entirely of

securities of the wholly-owned Subsidiaries, which

in turn hold assets in the form of a Lloyd’s deposit

that is invested in securities. Thus, the Subsidiaries,

and consequently the Applicant itself, would be

deemed investment companies under section

3(a)(3), except for, as discussed below, the

Subsidiaries’ status as foreign insurance companies

under rule 3a–6.

3Rule 3a–6 defines ‘‘foreign insurance company’’

as an insurance company organized under the laws

of another country that is regulated as such by that

country’s government, that is engaged

predominantly in writing or reinsuring insurance

agreements of the type specified in section 3(a)(8)

of the 1933 Act, and that is not operated for

purposes of evading the provisions of the Act.

Applicant intends to rely on an opinion of counsel

to the effect that its Subsidiaries are exempt from

registration under the Act because they are foreign

insurance companies within the meaning of the

rule. Applicant does not request SEC review or

approval of counsel’s opinion, and acknowledges

that the SEC takes no position as to its availability.

4See Investment Company Act Release No. 18381

(Oct. 29, 1991).

6. At the present time, the Applicant’s

shares are beneficially owned by fewer

than one hundred persons in the United

States, and the Applicant is not making,

and does not presently propose to make,

a public offering of its securities in the

United States. The Applicant intends,

however, to raise additional capital,

which may include another offering of

American Depository Shares to

additional United States investors

through a further private placement.

Applicant’s Legal Analysis

1. Section 3(a)(1) defines ‘‘investment

company’’ to mean, as here relevant,

any issuer that holds itself out as being

engaged primarily in the business of

investing or trading in securities.

Because the Applicant is listed on the

LSE as an ‘‘investment company,’’ it

arguably has held itself out as an

investment company within the

meaning of section 3(a)(1).2

2. Applicant requests an exemption

from all provisions of the Act pursuant

to section 6(c). Section 6(c) provides, as

here relevant, that the SEC, by order

upon application, may exempt any

person from any provisions of the Act

or of any rule thereunder, if and to the

extent that such exemption is

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.

3. Applicant submits that the

requested relief meets the exemptive

standards established by section 6(c). It

asserts primarily that it is engaged

through the Subsidiaries in the business

of an insurance company, and does not

operate as an investment company for

purposes of the Act. In this regard, even

though the Applicant’s memorandum of

association gives it the power to carry

on the business of both an investment

company and an insurance business, it

is not treated as an investment company

under the U.K. Companies Act or as an

investment trust for tax purposes.

Similarly, the Applicant is not treated as

a collective investment scheme or an

authorized unit trust scheme under the

U.K. Financial Services Act or as an

undertaking for collective investment in

transferable securities (‘‘UCITS’’) under

directives of the European Union. In

addition, the daily trading price of the

Applicant’s shares on the LSE is quoted

in the Financial Times under the

caption ‘‘Insurance’’ and not

‘‘Investment Trusts.’’ While the 1994

prospectus for the Applicant’s shares

introduced it as an investment

company, the stated purpose of the

offering was to enable investors to

underwrite insurance with limited

liability through Lloyd’s syndicates

managed by Wellington Underwriting

Agencies Limited. Based on the

foregoing, Applicant argues that the

Act’s purpose would not be served by

applying it to the Applicant merely

because it is listed, for reasons of

convenience, as an investment company

on the LSE.

4. Applicant also submits that

exemptive relief would be consistent

with the purposes intended by specific

policies and provisions of the Act.

Section 3(c)(3) of the Act excludes from

the definition of ‘‘investment company’’

domestic insurance companies. Rule

3a–6 provides that foreign insurance

companies are also not subject to the

provisions of the Act. Applicant

represents that its Subsidiaries fall

within the requirements of rule 3a–6.3

Applicant notes that United States

holding companies for insurance

companies are excepted from the

definition of investment company by

section 3(c)(6). Because of its status as

a holding company whose only

operations are the ownership of the

Subsidiaries, the Applicant is a foreign

insurance company holding company.

The SEC, upon adopting rule 3a–6,

made it clear that foreign insurance

company holding companies should be

treated under the Act on the same basis

as United States insurance company

holding companies.4

Applicant’s Conditions

Applicant agrees that any order of the

SEC granting the exemptive relief

requested by the application may be

made subject to the following

conditions:

1. No Subsidiary will be an

‘‘investment company’’ as defined by

the Act.

2. Applicant will continue to operate,

either directly or indirectly, only in the

business of insurance.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–30527 Filed 12–14–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26427]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

December 8, 1995.

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

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

January 2, 1996, to the Secretary,

Securities and Exchange Commission,

Washington, DC 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.

The Southern Company (70–8733)

The Southern Company (‘‘Southern’’),

270 Peachtree Street, N.W., Atlanta,

Georgia 30346, a registered holding

company, and its subsidiaries, Mobile

Energy Services Holdings, Inc. (‘‘Mobile

Energy’’), Southern Electric

International, Inc. (‘‘Southern Electric’’),

SEI Holdings, Inc. (‘‘Holdings’’),

Southern Electric Wholesale Generators,

Inc. (‘‘Domestic Holdings’’), and SEI