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;
67154 Federal Register / Vol. 60, No. 249 / Thursday, December 28, 1995 / Notices

1Fred Alger is also chairman of the board of

Associates and the Adviser. David Alger is

president and a director of Associates and the

Adviser, and, in addition to his indirect ownership

of Fund shares through Alger Associates, directly

owns .5% of the shares of the Fund.

c. Such associate is an EWG that sells

electricity at rates based upon its cost of

service, as approved by the FERC or any

State Public Utility Commission,

provided that the purchaser of such

electricity is not an associate of GPU; or

d. Such associate is a Subsidiary

Company, the sole business of which is

developing, owning and/or operating

FUCOs or EWGs described in clause 1,

2 or 3 above.

In an order dated June 14, 1995

(HCAR No. 26307), the Commission has

previously authorized EII and ESI to

provide goods and services to associate

EWGs and FUCOs who satisfy one of the

requirements in clause a, b, or c above

under an exemption from the cost

standard. EII and ESI now requests an

exemption under section 13(b) of the

Act from the requirements of rules 90

and 91 with respect to the rendering of

services or sale of goods to Subsidiary

Companies that satisfy the requirements

of clause d above. GPUSC and the

Operating Companies also propose to

provide certain services at cost to any

Subsidiary Company or Exempt Entity

in which GPU owns an interest.

The Order set forth different limits on

the interest rates for U.S. dollardenominated debt of Subsidiary

Companies than for non-U.S. dollardenominated debt. GPU now proposes

that the interest rate on indebtedness of

a Subsidiary Company or Exempt

Entity, with respect to which there is

recourse to GPU, whether or not the

indebtedness is denominated in U.S.

dollars or foreign currency, not exceed

that rate of interest which is generally

obtainable for indebtedness bearing

similar terms, conditions, and features

and which is issued by companies of the

same or reasonably comparable credit

quality.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–31379 Filed 12–22–95; 11:12

am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21617; 812–9750]

Spectra Fund, Inc., et al.; Notice of

Application

December 21, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Spectra Fund, Inc.

(‘‘Fund’’), Spectra Fund (‘‘Trust’’), Fred

Alger Management, Inc. (‘‘Adviser’’),

and Alger Associates, Inc.

(‘‘Associates’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) for an exemption

from sections 17(a)(1) and 17(a)(2).

SUMMARY OF APPLICATION: Applicants

seek an order permitting the Fund to

convert from a closed-end management

investment company organized as a

Massachusetts corporation to an openend management investment company

organized as a Massachusetts business

trust by transferring all of its assets and

liabilities to the Trust in exchange for

shares of the Trust.

FILING DATES: The application was filed

on September 7, 1995, and amended on

December 1, 1995.

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 16, 1996, and should be

accompanied by proof of service on

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 may request notification or a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street NW., Washington, DC 20549.

Applicants, 75 Maiden Lane, New York,

New York 10038.

FOR FURTHER INFORMATION CONTACT:

Courtney S. Thornton, Senior Counsel,

at (202) 942–0583, 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.

Applicants’ Representations

1. The Fund was organized in 1968 as

a Massachusetts corporation, and

operated as an open-end management

investment company until 1978, when it

converted to a closed-end management

investment company. The Trust, which

has been organized as a Massachusetts

business trust, will register as an openend management investment company

and will have substantially the same

investment objectives and policies as

the Fund. The Adviser serves as

investment adviser to the Fund, and

will serve as the investment adviser to

the Trust.

2. Associates, the indirect parent of

the Adviser, owns 34.4% of the

outstanding shares of the Fund. Fred M.

Alger, III, chairman of the board of the

Fund and the Trust, owns 53.1% of the

outstanding voting securities of

Associates. His brother, David D. Alger,

president and a director of the Fund and

president and a trustee of the Trust,

owns 17.2% of the outstanding voting

securities of Associates.1

3. Since the Fund’s conversion to a

closed-end management investment

company, its shares generally have

traded at a discount of greater than 10%

to their net asset value. On May 24,

1995, after considering various means of

reducing the discount to net asset value

at which Fund shares typically trade,

the board of directors of the Fund (the

‘‘Board’’) decided to recommend

conversion from closed-end to open-end

status, which would give shareholders

the right to dispose of Fund shares at

such time as they choose at prices based

on the net asset value of their shares.

The Board also recommended that the

Fund convert from a Massachusetts

corporation to a Massachusetts business

trust in order to reduce its operating

expenses by eliminating the need for

annual shareholder meetings, with their

associated costs.

4. To effect the conversion of the

Fund from a closed-end management

investment company organized as a

Massachusetts corporation to an openend management investment company

organized as a Massachusetts business

trust (the ‘‘Reorganization’’), a majority

of the Board (including a majority of

directors who are not interested persons

of the Fund) approved an agreement and

plan of reorganization and liquidation

(the ‘‘Agreement’’). In accordance with

the Agreement, the Fund will transfer

all of its assets and liabilities to the

Trust in a tax-free exchange for shares

of beneficial interest of the Trust equal

in number and value to the shares of

common stock of the Fund then

outstanding. Immediately thereafter, the

Fund will distribute these shares of the

Trust pro rata to its shareholders in