Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9419

3Supra note 2.

4 15 U.S.C. § 78q(b)(3)(C) (1988).

5 15 U.S.C. § 78s(b)(3)(A)(iii) (1988).

6 17 CFR 240.19b–4(e)(3) (1994). 7 17 CFR 200.30–3(a)(12) (1994).

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission,

OCC included statements concerning

the purpose of and basis for the

proposed rule change and discussed any

comments it received on the proposed

rule change. The text of these statements

may be examined at the places specified

in Item IV below. OCC has prepared

summaries, set forth in sections (A), (B),

and (C) below, of the most significant

aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

OCC proposes to amend Section 2 of

its Stockholders Agreement to extend

the voting agreement for a term

coextensive with the term of the

Stockholders Agreement. OCC also

proposes to amend the Stockholders

Agreement so it conforms to an

amendment made to OCC’s Restated

Certificate of Incorporation providing

for public directors on the board of

directors, which was approved by the

Commission on March 6, 1992.3 In

addition, OCC proposes to amend its

address and that of the CBOE as they

appear in the Stockholders Agreement.

OCC, the American Stock Exchange,

the Chicago Board Options Exchange,

the New York Stock Exchange, the

Pacific Stock Exchange, and the

Philadelphia Stock Exchange are parties

to a Stockholders Agreement dated

January 3, 1975, as amended. Pursuant

to Section 13 of the Stockholders

Agreement, the voting agreement

contained in Section 2 of the

Stockholders Agreement will expire on

January 3, 1995, unless extended.

In the past, Delaware law required

that voting agreements among

stockholders be limited to a term of ten

years or less. However, a recent

amendment to Delaware law eliminated

the ten year limitation. Accordingly, the

proposed amendment to the

Stockholders Agreement would extend

the voting agreement contained in

Section 2 for a term coextensive with

the term of the Stockholders Agreement

which is effective until terminated by

the mutual agreement of OCC and each

stockholder.

OCC also proposes to amend the

Stockholders Agreement to conform it to

an amendment made to OCC’s Restated

Certificate of Incorporation providing

for public directors. OCC proposes to:

(1) define public director in the same

manner as defined in OCC’s Certificate

of Incorporation and By-Laws; (2) to

include public directors in Section 2,

Voting Shares of Stock; and (3) to add

language to Section 3, Clause (ii)

regarding the election of public

directors. OCC also proposes to amend

the addresses of OCC and the CBOE as

they appear in Section 15 (a) and (b) of

the Stockholders Agreement,

respectively.

The Commission believes that the

proposed rule change to OCC’s

Stockholder’s Agreement is consistent

with Section 17A of the Act and

specifically with Section 17A(b)(3)(C).4

Section 17A(b)(3)(C) requires that a

clearing agency assure fair

representation of its shareholders or

members and participants in the

selection of its directors and

administration of its affairs. The

proposed rule change provides fair

representation to stockholders by

extending their voting rights to a term

coextensive with the term of the

Stockholders Agreement. The proposed

rule change also assures fair

representation in the selection of its

directors and administration of its

affairs by providing for public directors

in conformity with OCC’s Restated

Certificate of Incorporation.

B. Self—Regulatory Organization’s

Statement on Burden on Competition

OCC does not believe that the

proposed rule change would impose any

burden on competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants or Others

Written comments were not and are

not intended to be solicited with respect

to the proposed rule change, and none

have been received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

The foregoing rule change has become

effective pursuant to Section

19(b)(3)(A)(iii) 5 of the Act and pursuant

to Rule 19b–4(e)(3) 6 promulgated

thereunder, because the proposal is

concerned solely with the

administration of OCC. At any time

within sixty days of the filing of such

rule change, the Commission may

summarily abrogate such rule change if

it appears to the Commission that such

action is necessary or appropriate in the

public interest, for the protection of

investors, or otherwise in furtherance of

the purposes of the Act.

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

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of OCC. All submissions should

refer to File No. SR–OCC–94–13 and

should be submitted by March 10, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4046 Filed 2–16–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26231]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

February 10, 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
9420 Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices

March 6, 1995, 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.

Allegheny Power System, Inc. (70–8553)

Allegheny Power System, Inc.

(‘‘APS’’), 12 East 49th Street, New York,

New York 10017, a registered holding

company, has filed a declaration under

sections 6(a) and 7 of the Act.

By prior Commission orders in this

matter, dated August 5, 1977, April 29,

1980, June 23, 1983, June 19, 1984,

March 17, 1987 and September 14, 1990

(HCAR Nos. 20131, 21542, 22985,

23333, 24344 and 25150), APS was

authorized to issue and sell a total

aggregate number of 12 million shares of

its common stock (‘‘Common’’), par

value $2.50 per share, to its Dividend

Reinvestment and Stock Purchase Plan

(‘‘Dividend Reinvestment Plan’’) and to

its Employee Stock Ownership and

Savings Plan (‘‘ESOSP’’). Pursuant to

Commission order dated October 21,

1993 (HCAR No. 25911), authorizing a

2 for 1 stock split effective November 4,

1993, the aggregate number of shares of

Common was increased to 24,000,000

shares of Common, par value $1.25. As

of December 30, 1994, APS has issued

18,294,149 and 4,654,343 shares of

Common to the Dividend Reinvestment

and ESOSP plans, respectively.

APS now proposes to issue up to

6,025,000 additional shares of its

authorized and unissued Common, par

value $1.25 per share, as follows: five

million shares under its Dividend

Reinvestment Plan; one million shares

under its ESOSP; and 25,000 shares

under its new Restricted Stock Plan for

Outside Directors (‘‘Outside Directors

Plan’’), which has been approved by the

Board of Directors and does not require

shareholder approval.

The Common will be sold to the

Dividend Reinvestment Plan at a price

equal to the average of the daily high

and low sales prices of APS Common as

published in the Wall Street Journal

Report of New York Stock Exchange

Composite Transactions for the ten

trading days prior to the dividend

payment date. The Common will be

awarded yearly to the Outside Directors

as part of their compensation, and will

be subject to certain restrictions.

NCP Energy, Inc. (70–8561)

NCP Energy, Inc. (‘‘NCP’’), One Upper

Pond Road, Parsippany, New Jersey

07054, a nonutility subsidiary of

General Public Utilities Corporation

(‘‘GPU’’), a registered holding company,

has filed an application under sections

9(a) and 10 of the Act.

By order dated May 17, 1994 (HCAR

No. 26053), Energy Initiatives, Inc.

(‘‘EII’’), a nonutility subsidiary of GPU,

was authorized to acquire from North

Canadian Resources, Inc. (‘‘NCRI’’) all of

the common stock of North Carolina

Power Incorporated (since renamed

NCP). At the closing, the requisite third

party consents (‘‘Requisite Consents’’) to

the acquisition of NCRI’s interest in the

Syracuse Cogeneration Project, which

was held by NCRI’s subsidiaries,

Syracuse Investment, Inc. (‘‘SII’’) and

NCP Syracuse, Inc., had not been

obtained. Consequently, SII and NCP

Syracuse, Inc. were excluded from the

acquisition pending receipt of the

Requisite Consents. Pursuant to an

amendment to the acquisition

agreement and due to an inability to

obtain the Requisite Consents, EII

subsequently agreed to acquire from SII:

(i) a 4.9% limited partnership interest in

Syracuse Orange Partners, L.P. (‘‘SOP’’),

a Delaware limited partnership holding

an 89% limited partnership interest in

Project Orange Associates, L.P., a

Delaware limited partnership and the

owner of the Syracuse Cogeneration

Project; and (ii) the right to receive

distributions (‘‘Distributions’’) from the

balance of SII’s limited partner interest

in SOP. NCRI has agreed to issue to NCP

a promissory note (‘‘Note’’) to evidence

NCP’s right to receive the Distributions.

NCP proposes to acquire the Note

from NCRI. The Note has an initial

principal balance of $2,722,500 and is

payable in installments with a final

maturity of December 31, 2032. The

Note bears interest at the rate of 10.6%

per annum, compounding monthly to

the extent not paid. Since the Note

evidence NCP’s right to receive

Distributions, principal and interest are

payable under the Note only if and to

the extent that SII receives Distributions

from SOP.

General Public Utilities Corporation

(70–8569)

General Public Utilities Corporation

(‘‘GPU’’), 100 Interpace Parkway,

Parsippany, New Jersey 07054, a

registered holding company, has filed a

declaration under sections 6(a), 7 and

12(e) of the Act and rules 62 and 65

thereunder.

GPU proposes to amend its Articles of

Incorporation to (1) increase the number

of authorized shares of GPU common

stock, $2.50 par value, from 150,000,000

to 350,000,000 and (2) eliminate

preemptive rights of GPU shareholders.

GPU proposes to present these

amendments for action by its

shareholders at GPU’s annual meeting of

shareholders to be held on May 4, 1995,

and seeks authorization to solicit

proxies from shareholders in connection

with this meeting.

GPU states that it has 115,214,219

shares of its common stock issued and

outstanding at January 31, 1995, leaving

34,785,781 shares available for issuance.

GPU proposes to increase the number of

authorized but unissued shares to

provide flexibility to issue additional

common stock to finance subsidiaries’

construction programs; to make cash

capital contributions to its nonutility

subsidiaries in connection with the

development of and investment in

qualifying facilities, exempt wholesale

generators and foreign utility

companies; to meet general corporate

requirements, including requirements

under GPU’s dividend reinvestment

plan and benefit plans; to effect a stock

split or stock dividend if the board of

directors deems it advisable in the

future; and to engage in other

transactions requiring the issuance of

common stock. If the proposed

amendment is adopted, issuances of the

additional authorized shares of common

stock will not require further

shareholder approval (unless otherwise

required by law, the Articles of

Incorporation or applicable securities

exchange requirements), but issuances

of additional common stock will be

subject to the approval of the

Commission under the Act.

GPU also proposes to eliminate a

provision in its Articles of Incorporation

that prohibits GPU from issuing a

significant number of shares of

additional common stock for cash

except through a public offering without

obtaining prior shareholder approval or

first offering its shareholders the right to

subscribe to purchase such additional

shares. GPU states that these limited

preemptive rights are no longer a

significant benefit to shareholders and

that elimination of these rights will give

GPU greater flexibility to finance its

capital requirements.

GPU proposes to submit the

amendments for action at its annual

meeting of shareholders to be held May

4, 1995, and to solicit proxies from

shareholders in connection with the

meeting. GPU states that adoption of
Federal Register / Vol. 60, No. 33 / Friday, February 17, 1995 / Notices 9421

1On the same date, the Court entered an

injunction against the Adviser and Hall

permanently enjoining them from future violations

of the securities laws.

2The Special Officer submitted the claim to the

insurance company on March 24, 1992. The bond

had been issued in the amount of $300,000 to cover

losses resulting from, among other things, dishonest

or fraudulent acts committed by an employee of

applicant. By letter dated December 9, 1992, the

insurance company denied the claim but,

nonetheless, requested additional information to

evaluate the claim. According to a motion filed by

the Special Officer with the Court on November 1,

1994, the Special Officer has retained Robert E.

Goldman of Frydrych & Webster to prosecute the

Claim. The motion further states that Mr. Goldman

serves as counsel to a shareholder of applicant that

owns approximately 86% of applicant but that he

has agreed to prosecute the claim for the benefit of

all shareholders.

each amendment requires the

affirmative vote of the holders of a

majority of the outstanding share of

common stock entitled to vote at the

annual meeting.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–3976 Filed 2–16–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20897; 811–4829]

Treasury First Inc.; Notice of

Application

February 13, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Treasury First Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on May 19, 1994 and amended on July

27, 1994 and January 30, 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

March 10, 1995, and should be

accompanied by proof of service on

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 SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 5th

Street, NW., Washington, DC 20549.

Applicant, c/o Edward S. Gelfand,

Special Officer, Friedman & Phillips,

10920 Wilshire Boulevard, Suite 650,

Los Angeles, CA 90024.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Staff Attorney, at (202)

942–0572, or Robert A. Robertson,

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 at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is an open-end

management investment company

organized as a Maryland corporation.

On September 4, 1986, applicant

registered under the Act as an

investment company. On May 19, 1987,

applicant filed a registration statement

to register its shares under the Securities

Act of 1933. The registration statement

was declared effective on June 1, 1987,

and the initial public offering

commenced on the same day.

2. On November 1, 1991, the SEC filed

a civil suit against applicant, applicant’s

adviser, Cheshire Hall Advisers, Inc.,

(the ‘‘Adviser’’), and an affiliate of the

Adviser, John T. Hall, in the United

States District Court, Central District of

California alleging various violations of

the federal securities laws. The SEC

alleged, among other things, the Hall,

through the Adviser, misappropriated

approximately $2.1 million from

applicant. This amount represented

approximately 75% of applicant’s assets

at the time of the alleged

misappropriation.

3. As a result of the above action,

applicant and the Adviser ceased doing

business. On November 14, 1991, the

Court issued an order (the ‘‘Order’’) that

authorized the appointment of Edward

S. Gelfand as Special Officer of

applicant and the Adviser for the

purpose of supervising and directing the

liquidation of applicant and the Adviser

as well as the deregistration of applicant

under the Act.1

4. In November 1991, the Special

Officer had control of $2,814.674.78 of

applicant’s assets. Of this amount,

$2,664,674.78 was distributed to

applicant’s five shareholders pro rata in

November 1991. The remaining

$150,000 was placed in an account (the

‘‘Account’’) maintained by the Special

Officer to be used for expenses incurred

on applicant’s behalf in connection with

the winding up of applicant’s affairs.

From the Account, expenses for

applicant totalling $91,623.55 were paid

which included compensation and

expenses of applicant’s accountant.

5. On December 7, 1995, the Court

issued a modification of the Order to

approve the final report of the Special

Officer and to relieve the Special Officer

of this responsibility to dissolve and

liquidate applicant. This order also

authorized the final distribution of cash

to applicant’s shareholders.

Accordingly, on December 30, 1994, the

Special Officer distributed $60,165.47,

representing the remaining amount in

the Account plus interest, pro rata

among applicant’s shareholders.

6. The Special Officer had submitted

a claim against a bond issued by

Reliance Insurance Company to

applicant. In the event of a recovery, the

proceeds will be distributed to

applicant’s shareholders pro rata.2

7. The Special Officer is not aware of

any liabilities other than those set forth

in an audited financial statement

prepared in 1991 by applicant’s

accountants.

8. Applicant is not now engaged, nor

does it propose to engage, in any

business activities other than those

necessary for the winding up of its

affairs. If the shareholders decide to

dissolve applicant under state law after

the claim is resolved, the shareholders

would bear the cost associated with

such dissolution.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4047 Filed 2–16–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF TRANSPORTATION

Aviation Proceedings; Agreements

Filed During the Week Ended February

10, 1995

The following Agreements were filed

with the Department of Transportation

under the provisions of 49 U.S.C 412

and 414. Answers may be filed within

21 days of date of filing.

Docket Number: 50118

Date filed: February 7, 1995

Parties: Members of the International

Air Transport Association

Subject: TC23 Reso/P 0675 dated

December 2, 1994 Europe-Japan/Korea

Resos r-1 to r-54