Federal Register / Vol. 60, No. 47 / Friday, March 10, 1995 / Notices 13193

of common stock, shall be entitled at

said meeting of stockholders (and at

each subsequent annual meeting of

stockholders), unless all dividends in

arrears have been paid or declared and

set apart for payment prior thereto, to

vote for the election of two directors of

Columbia. If and when such default

shall cease to exist, the holders of

Preferred Stock shall be divested of the

foregoing special voting rights, subject

to revesting in the event of each and

every subsequent like default in

payments of dividends. Upon the

termination of the foregoing special

voting rights, the terms of office of all

persons who may have been elected

directors pursuant to said special voting

rights shall terminate and the number of

directors constituting the board shall be

decreased by two. Except as provided in

the certificate of designation or by

application law, holders of Preferred

Stock shall have no special voting rights

and their consent shall not be required

(except to the extent they are entitled to

vote with holders of common stock as

described above) for authorizing or

taking any corporate action.

Upon the liquidation, dissolution or

winding up of Columbia, whether

voluntary and involuntary, no

distribution shall be made: (1) to the

holders of shares of stock ranking junior

(either as to dividends or upon

liquidation, dissolution or winding up)

to the Preferred Stock unless, prior

thereto, the holders of shares of

Preferred Stock shall have received an

amount equal to the accrued and unpaid

dividends and distributions thereon,

whether or not declared, to the date of

such payment, plus an amount equal to

the greater of (x) $10.00 per whole share

or (y) an aggregate amount per share

equal to the Formula Number then in

effect times the aggregate amount to be

distributed per share to holders of

Common Stock; or (2) to the holders of

stock ranking on a parity (either as to

dividends or upon liquidation,

dissolution or winding up) with the

Preferred Stock, except distributions

made ratably on the Preferred Stock and

all other such parity stock in proportion

to the total amounts to which the

holders of all such shares are entitled

upon such liquidation, dissolution or

winding up.

The Preferred Stock will rank junior

to all other series of preferred stock of

Columbia unless the board shall

specifically determine otherwise in

fixing the special rights of such series

and the limitations thereof. Declarants

state, however, that there is no

expectation that the rights would

become exercisable and the above

described Preferred Stock issued.

The board of directors may at its

option satisfy the rights by issuing one

half the securities that would be

issuable for the purchase price or by

issuing sufficient common stock to be

equivalent to the preferred stock that

would be issuable, (each one onethousandth of a share of preferred stock

being the equivalent of one share of

common stock).

Columbia requests authority to solicit

proxies from its stockholders for

approval of the amendment to the

Charter. Columbia has filed its proxy

solicitation material and requests that

the effectiveness of its declaration with

respect to the solicitation be accelerated

pursuant to Rule 62(d).

It appearing to the Commission that

Columbia’s declaration regarding the

proposed solicitation of proxies should

be permitted to become effective

forthwith pursuant to rule 62(d):

It is ordered that the declaration

regarding the proposed solicitation of

proxies be, and it hereby is, permitted

to become effective forthwith under rule

62(d), and subject to the terms and

conditions prescribed in rule 24 under

the Act.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–5866 Filed 3–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26243]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

March 3, 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

March 27, 1995, 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.

New England Electric System, et al.

(70–8571)

New England Electric System

(‘‘NEES’’), a registered holding

company, New England Energy,

Incorporated (‘‘NEEI’’), a wholly owned

subsidiary company of NEES, and New

England Power Company (‘‘NEPCO’’),

also a wholly owned subsidiary

company of NEES, all of 25 Research

Drive, Westborough, Massachusetts,

01582, have filed an applicationdeclaration under sections 6, 7, 9(a) and

10 of the Act.

NEES, NEEI, and NEPCO seek

Commission authorization for NEEI to

refinance its present bank debt through

an agreement (‘‘the New Credit

Agreement’’) for loans of up to $225

million with a syndicate of banks (‘‘the

Banks’’). NEES, NEEI, which engages in

activities relative to oil and gas fuel

supplies for the NEES system and for

non-affiliates, and NEPCO, which

engages in wholesale electric power

generation and transmission for the

retail electric utility subsidiary

companies within the NEES system,

also propose to amend and extend a

Fuel Purchase Contract between NEEI

and NEPCO as well as a Capital Funds

Agreement, a Loan Agreement, and a

Capital Maintenance Agreement

between NEEI and NEES.

On the basis of cash flow projections

and bank debt retirements, and in order

to reduce its capital costs, NEEI has

decided to refinance its present credit

agreement.

The New Credit Agreement would

provide a revolving fund of $225

million that is reduced each year under

an established schedule (‘‘Revolving

Facility Availability’’). NEEI has the

right, upon notice, to reduce the unused

portion of Revolving Facility

Availability. The New Credit Agreement

would be for a term of seven years with

an option to extend for an additional

year. It would provide several interest

rate options.

First, NEEI can borrow at a periodic

fixed Eurodollar rate with maturities of

up to 12 months at the applicable

LIBOR plus a margin over LIBOR,
13194 Federal Register / Vol. 60, No. 47 / Friday, March 10, 1995 / Notices

payable on each interest period or

quarterly for interest periods beyond

three months. Second, NEEI can borrow

at the base rate of Credit Suisse, the

principal Bank, payable quarterly in

arrears and calculated on the basis of a

365/366 day year. Third, NEEI can

borrow at a rate obtained through

competitive bids from the Banks for

funds in amounts over $10 million.

Under the New Credit Agreement, a

facility fee will be payable on the

percentage amount of the obligation of

each Bank to make advances to NEEI.

The facility fee is payable upon each

commitment, irrespective of usage, and

will be calculated on the basis of the

actual number of days elapsed in a year

of 360 days. A one-time arrangement fee

of $40,000 also will be payable to Credit

Suisse.

Credit Suisse will administer the New

Credit Agreement for an annual fee of

$20,000, payable upon closing and once

each year. An additional charge of $750

will be payable for each NEEI request

for a competitive bid.

To secure the funds borrowed, NEEI

proposes to assign to the Banks its rights

under the Fuel Purchase Contract with

NEPCO and the Capital Funds

Agreement and the Loan Agreement

with NEES. Upon termination of the

Fuel Purchase Contract, the funds will

be secured by rights under the Capital

Maintenance Agreement.

The effective cost of funds over the

life of the New Credit Agreement will be

approximately 32.5 basis points over

LIBOR, based upon current NEPCO

senior secured long-term debt ratings.

Under the present credit agreement, the

current effective spread over LIBOR is

5⁄8%, which would increase to 7⁄8%

between 1996 through 1998.

National Fuel Gas Company (70–8579)

National Fuel Gas Company

(‘‘National’’), 10 Lafayette Square,

Buffalo, New York 14203, a registered

holding company, has filed a

declaration under sections 6(a), 7 and

12(b) of the Act and rule 45 thereunder.

National proposes to issue and sell,

from time to time through December 31,

2000, up to 2,000,000 shares of its

authorized but unissued common stock,

$1.00 par value (‘‘Common Stock’’), to

Chemical Bank (or such other bank or

trust company as National may from

time to time designate), as agent for the

participants in National’s Dividend

Reinvestment and Stock Purchase Plan

(‘‘Plan’’). The price of shares of

Common Stock sold by National to the

Plan will be the average of the daily

high and low sales prices of National’s

common stock on the New York Stock

Exchange on the 15th day of the

applicable month, or, if the New York

Stock Exchange is not open for trading

on that date, such average on the next

succeeding date on which the New York

Stock Exchange is open for trading.

National proposes to use the proceeds

from the sale of the Common Stock to

repay existing short-term and long-term

debt, to pay interest and dividends, to

make additional capital contributions to

its wholly owned subsidiaries and for

other corporate purposes. The amount

of proposed capital contributions to

each subsidiary will not, in any one

year, exceed the amount that the

subsidiary is authorized by the

Commission to borrow from National’s

money pool, pursuant to HCAR No.

25964 (File No. 70–8297) or any

subsequent money pool authorization.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 95–5865 Filed 3–9–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20940/812–9396]

Norwest Funds, et al.; Notice of

Application

March 6, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: Norwest Funds, Norwest

Select Funds, Core Trust (Delaware),

Forum Funds, Inc. (collectively, the

‘‘Funds’’), Norwest Bank Minnesota,

N.A. (‘‘Norwest’’), Forum Advisors, Inc.

(‘‘FAI’’), and H.M. Payson & Co., Inc.

(‘‘Payson’’) (collectively, the

‘‘Advisers’’).

RELEVANT ACT SECTIONS: Order requested

under sections 6(c) and 17(b) to exempt

applicants from section 17(a), and under

rule 17d–1 to permit certain

transactions in accordance with section

17(d) and rule 17d–1.

SUMMARY OF APPLICATION: Applicants

request an order that would permit

certain money market funds to sell their

shares to affiliated investment

companies.

FILING DATE: The application was filed

on December 21, 1994 and amended on

February 24, 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 applicants 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 31, 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 who wish to be notified of a

hearing may request notification by

writing to the SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.

Applicants, Norwest Funds, Norwest

Select Funds, 61 Broadway, New York,

New York 10006; Core Trust, Forum

Funds, Inc., Forum Advisors, Inc., Two

Portland Square, Portland, Maine 04101;

H.M. Payson & Co., Inc., One Portland

Square; Portland, Maine 04101.

FOR FURTHER INFORMATION CONTACT:

Deepak T. Pai, Staff Attorney, at (202)

942–0574, 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.

Applicants’ Representations

1. Each Fund is registered under the

Act as an open-end management

investment company and is comprised

of multiple series. Norwest Funds and

Forum Funds offer both non-money

market series and money market series.

Norwest Select Funds and Core Trust

offer only non-money market series. All

existing and future non-money market

series of the Funds relying on the relief

granted are hereinafter referred to as

‘‘Non-Money Market Series.’’ The

existing and future money market series

of the Funds relying on the relief

granted are hereinafter referred to as

‘‘Money Market Series.’’ Applicants

request relief on behalf of any future

series or registered investment company

advised by the Advisers or any

investment adviser controlling,

controlled by or under common control

with the Advisers.

2. Norwest is the investment adviser

for each series of Norwest Funds and

Norwest Select Funds, and for two

series of Core Trust. FAI serves as

investment adviser for each of the

Forum Funds series, except for the

Payson Balanced Fund and Payson

Value Fund, which are advised by

Payson. Each of the Advisers is