67152 Federal Register / Vol. 60, No. 249 / Thursday, December 28, 1995 / Notices

9 17 CFR 200.30–3(a)(12).

distribution would take place, including

any information available with regard to

the amount of that distribution and the

date it would be paid. Finally, a

specified time period in which a general

partner or transfer agent must respond

to a transfer request should be indicated

on the form.

In response to the comments above,

the NASD added changes to the

Registration Confirmation Form. The

first sentence of the first full paragraph

on the form was changed to state, ‘‘Your

transfer request has been processed. The

effective date or admission date as a

limited partner in the partnership is

indicated below.’’ In addition, the

portion of the form which asks for the

date of admission to the partnership has

been changed to state ‘‘Effective/

Admission Date.’’ Finally, space was

provided at the bottom of the form to

indicate an address for distributions if

different than the address of record.

Distribution Affirmation Form

Four commenters responded to the

request for comment in NTM 94–75 on

whether a dividend distribution

affirmation/agreement should be used in

conjunction with the proposed transfer

forms or should be optional. One

commenter requested that the

affirmation requirement be optional.

Another commenter believes that the

affirmation that a seller gives up all

distributions not yet declared or paid

can only work if issuers will uniformly

adopt such practices. The same

commenter added that the agreement by

a member with a seller to such a

contractual term, followed by the issuer

not honoring such term, creates a legal

conflict and a contractual term which

becomes pragmatically unenforceable.

The commenter concluded that the

affirmation should only be included if

the issuer will uniformly agree to it.

One commenter stated that while it is

important to include distribution

allocation language to the proposed

documentation, it would also be

important to include language with

respect to tax allocations to facilitate

investors understanding as to whether

they will or will not be allocated gains

or losses for tax purposes.

Another commenter stated that

distribution procedures were so

important that they should be

standardized in the industry and a

statement should be included on the

form for the seller to affirm that it agrees

to give up any undeclared or unpaid

distributions.

In response to the comments above,

the NASD has developed a proposed

distribution allocation agreement that

would be executed by the parties at the

time the transfer documents are

completed and sent to the general

partner of the limited partnership

security being transferred. The

agreement contains certain affirmations

on which the transferor and transferee

agree and would act as a contract

between the buyer and seller setting

forth their agreement regarding all

unpaid distributions. The agreement

specifies when the transferee becomes

the unitholder of record, when a

unitholder of a record is entitled to cash

distributions and capital distributions,

and who is responsible for correcting a

distribution made to the wrong party.

The agreement requires, among other

things, the party who incorrectly

receives a distribution to promptly

endorse and deliver to the correct party

the distribution checks or otherwise pay

to the other party the amount of such

distribution. Thus, the distribution

allocation agreement, which

incorporates this information, would

evidence the parties’ agreement as to the

treatment of distributions and make it

clear that they have agreed to all

material terms of the transaction.

As mentioned above, while it is true

that the NASD cannot compel nonmember DPP issuers to use the proposed

forms, major DPP issuers, working in

conjunction with the NASD’s Direct

Participation Program Committee and

the special Ad Hoc Committee on

Uniform settlement and Transfer

Procedures for Direct Participation

Program Securities, have had an

opportunity for input into the

development of the agreement. The

NASD believes that issuers will

uniformly use the proposed agreement

in conjunction with the proposed

transfer forms.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the self-regulatory

organization consents, the Commission

will:

A. by order approve such proposed

rule change, or

B. institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views, and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the NASD. All

submissions should refer to file number

SR–NASD–95–53 and should be

submitted by January 18, 1996.

For the Commission, by the Division

of Market Regulation, pursuant to

delegated authority.9

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–31356 Filed 12–27–95; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Excel Industries, Inc.,

Common Stock, No Par Value) File No.

1–8684

December 20, 1995.

Excel Industries, Inc. (‘‘Company’’)

has filed an application with the

Securities and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) and Rule 12d2–2(d)

promulgated thereunder, to withdraw

the above specified security (‘‘Security’’)

from listing and registration on the

American Stock Exchange, Inc.

(‘‘Amex’’).

The reasons alleged for striking the

Security from listing and registration

include the following:

According to the Company, trading in

the Security on the New York Stock

Exchange, Inc. commenced at the

opening of business on December 12,

1995 and, concurrently therewith,

trading on the Amex was suspended. At

its October 19, 1995 meeting, the

Company’s Board of Directors

considered the direct and indirect costs

and expenses attendant with

maintaining a dual listing of the

Security. The Board determined that

there was no particular advantage in the
Federal Register / Vol. 60, No. 249 / Thursday, December 28, 1995 / Notices 67153

dual trading of the Security and that a

dual listing would fragment the market

for the Security.

Any interested person may, on or

before January 10, 1996, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

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

bearing upon whether the application

has been made in accordance with the

rules of the Amex and what terms, if

any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division

of Market Regulation, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–31357 Filed 12–27–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26436]

Filings Under the Public Utility Holding

Company Act of 1935, As Amended

(‘‘Act’’)

December 22, 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 11, 1996, 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.

General Public Utilities Corporation, et

al. (70–8593)

General Public Utilities Corporation

(‘‘GPU’’), 100 Interpace Parkway,

Parsippany, New Jersey 07054, a

registered holding company (‘‘GPU’’),

GPU Service Corporation (‘‘GPUSC’’),

100 Interpace Parkway, Parsippany,

New Jersey 07054, Energy Initiatives,

Inc. (‘‘EII’’), One Upper Pond Road,

Parsippany, New Jersey 07054, Energy

Services, Inc. (‘‘ESI’’), One Upper Pond

Road, Parsippany, New Jersey 07054,

each a wholly owned nonutility

subsidiary of GPU, and GPU’s utility

subsidiaries, Jersey Central Power &

Light Company, 300 Madison Avenue,

Morristown, New Jersey 07960,

Metropolitan Edison Company, P.O. Box

16001, Reading, Pennsylvania 19640,

and Pennsylvania Electric Company,

1001 Broad Street, Johnstown,

Pennsylvania 15907 (‘‘Operating

Companies’’), have filed a post-effective

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

10, 12(b), 32 and 33 of the Act and rules

45, 52, 53 and 54 thereunder.

By order dated July 6, 1995 (HCAR

No. 26326) (the ‘‘Order’’), the

Commission authorized GPU to acquire

indirectly the securities of one or more

foreign utility companies (‘‘FUCOs’’)

and exempt wholesale generators

(‘‘EWGs’’) (each, an ‘‘Exempt entity’’)

through subsidiary companies which

are not themselves Exempt Entities

(each, a ‘‘Subsidiary Company’’). Each

Subsidiary Company would be engaged

directly or indirectly, and exclusively,

in the business of owning and holding

the interests and securities of one or

more Exempt Entities and in project

development activities relating to the

acquisition of such securities and the

underlying projects.

The Order stated that equity

investments in the Subsidiary

Companies could take the form of

capital stock or shares, trust certificates,

partnership interests or other equity or

participation interests.

The Order also authorized GPU to

make investments in one or more

Subsidiary Companies from time to time

through December 31, 1997 in an

aggregate amount of up to $200 million.

Such investments could take the form of

cash capital contributions or open

account advances; loans evidenced by

promissory notes; guarantees by GPU or

the principal of, or interest on, any

promissory notes or other evidences of

indebtedness or obligations of any

Subsidiary Company, or of GPU’s

undertaking to contribute equity to a

Subsidiary Company; assumption of

liabilities of a Subsidiary Company; and

reimbursement agreements with banks

entered into to support letters of credit

delivered as security for GPU’s equity

contribution obligation to a Subsidiary

Company or otherwise in connection

with a Subsidiary Company’s project

development activities.

In addition to the above-described

investments in Subsidiary Companies,

the Order authorized GPU to make

investments in Exempt Entities from

time to time through December 31,

1997. Such investments could take the

form of (i) guarantees of the

indebtedness or other obligations of one

or more Exempt Entities; (ii) assumption

of liabilities of one or more Exempt

Entities; and (iii) guarantees and letter

of credit reimbursement agreements in

support of equity contribution

obligations or otherwise in connection

with project development activities for

one or more Exempt Entities.

The aggregate amount of such

guarantees, assumptions and

reimbursement agreements entered into

with respect to Exempt Entities, together

with the amount invested in Subsidiary

Companies, would not exceed $200

million in the aggregate outstanding at

any one time (‘‘Investment Cap’’).

GPU now proposes to increase the

Investment Cap, which would include

all forms of equity or participation

interests, to 50% of GPU’s consolidated

retained earnings at the time any

investment in a Subsidiary Company or

Exempt Entity is made. GPU states that,

under new rules 45(b)(4) and 52, open

account advances without interest are

not subject to the limit of the Investment

Cap, nor are cash capital contributions

to Subsidiary Companies to the extent

they are not made in connection with

the acquisition of a new subsidiary.

The Subsidiary Companies propose to

provide services and goods to associate

Subsidiary Companies and associate

Exempt Entities at fair market prices.

GPU requests an exemption pursuant to

section 13(b) of the Act from the

requirements of rules 90 and 91

applicable to such transactions in any

case in which one or more of the

following circumstances are present:

a. Such associate is a FUCO or an

EWG which derives no part of its

income, directly or indirectly, from the

generation, transmission, or distribution

of electric energy for sale within the

United States;

b. Such associate is an EWG which

sells electricity at market-based rates

which have been approved by the FERC

or the appropriate State Public Utility

Commission, provided the purchaser of

such electricity is not an associate of

GPU;