Federal Register / Vol. 60, No. 8 / Thursday, January 12, 1995 / Notices 3017

1 15 U.S.C. 78s(b)(1) (1988).

2 17 CFR 240.19b-4 (1991).

3See Securities Exchange Act Release No. 28146

(June 26, 1990), 55 FR 27917 (‘‘Joint OTC/UTP Plan

Order’’). The Commission has approved an

extension of the effectiveness of the Joint OTC/UTP

Plan through January 12, 1995. See Securities

Exchange Act Release No. 34371 (July 13, 1994), 59

FR 37103 (order approving Amendment No. 1 to

File No. S7–24–89) (‘‘Joint OTC/UTP Plan

Extension Order’’).

4See Securities Exchange Act Release No. 31672

(December 30, 1992), 58 FR 3054 (order approving

File No. SR–PHLX–92–04) (‘‘1992 Phlx Pilot

Order’’). See also Securities Exchange Act Release

No. 33408 (December 30, 1994), 59 FR 1045 (‘‘1993

Phlx Pilot Extension Order’’).

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, DC. 20549. Copies of such

filing also will be available for

inspection and copying at the principal

office of the PSE. All submissions

should refer to File No. SR–PSE–94–27

and should be submitted by February

21, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–814 Filed 1–11–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35191; File No. SR–PHLX–

94–70]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by the Philadelphia Stock

Exchange, Inc., Proposing To Extend

its OTC/UTP Pilot Program

January 3, 1995.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b-4 thereunder,2

notice is hereby given that on December

27, 1994, the Philadelphia Stock

Exchange, Inc. (‘‘Phlx’’ or ‘‘Exchange’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I and II below, which Items have

been prepared by the self-regulatory

organization. The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Phlx, pursuant to Rule 19b-4 of

the Act, proposes to extend the

effectiveness of the pilot program and

its accompanying rules regarding the

trading of Nasdaq/National Market

(‘‘Nasdaq/NMS’’) securities on the

Exchange pursuant to unlisted trading

privileges (‘‘Phlx OTC/UTP Pilot

Program’’) for a six-month period

ending June 30, 1995.

The Exchange requests the

Commission to find good cause,

pursuant to Section 19(b)(2) of the Act,

for approving the proposed rule change

prior to the thirtieth day after

publication in the Federal Register. Due

to the non-controversial nature of the

Phlx OTC/UTP Pilot Program, coupled

with its previously scheduled expiration

date of December 31, 1994, the Phlx

respectfully requests accelerated

approval of this filing.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization 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 III below.

The self-regulatory organization 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

1. Purpose

In 1985, the Commission published

its policy to allow the extension of

unlisted trading privileges (‘‘UTP’’) by

national securities exchanges in certain

over-the-counter (‘‘OTC’’) securities,

provided that certain terms and

conditions are satisfied. On June 26,

1990, the Commission approved a joint

transaction reporting plan (‘‘Joint OTC/

UTP Plan’’ or ‘‘Plan’’) submitted by the

National Association of Securities

Dealers, Inc. (‘‘NASD’’), the American

Stock Exchange, the Boston Stock

Exchange, the Midwest Stock Exchange

(‘‘MSE,’’ currently operating as the

Chicago Stock Exchange, or ‘‘Chx’’), and

the Phlx.3 The Joint OTC/UTP Plan

governs the collection, consolidation,

and dissemination of quotation and

transaction information for Nasdaq/

NMS securities traded on exchanges and

by NASD market makers.

The current proposed rule change will

continue the Phlx OTC/UTP Pilot

Program that provides for trading of

Nasdaq/NMS securities on the Exchange

pursuant to UTP. Although the Chx has

been trading Nasdaq/NMS securities

since 1987, the Phlx obtained temporary

approval of its rules to facilitate trading

Nasdaq/NMS securities in late 1992,4

and began trading the securities in

February 1993. Since that time, the Phlx

has been operating the program without

any adverse consequences or

developments which negatively effect

the program. Therefore, the Exchange

seeks an extension of the Phlx OTC/UTP

Pilot Program to further develop the

overall OTC/UTP program.

Since April 1994, the Phlx has

temporarily suspended making markets

in OTC/UTP securities. However, the

Phlx desires to keep the program in

place for future use once certain

elements of the Joint OTC/UTP Plan are

worked out between the NASD and the

other participants in the Plan.

2. Statutory Basis

This proposal is consistent with the

Section 6(b)(5) of the Act and the rules

and regulations promulgated

thereunder. Specifically, the proposal is

calculated to promote just and equitable

principles of trade and to protect

investors and the public interest. Due to

the non-controversial nature of the Phlx

OTC/UTP Pilot Program, coupled with

the previously scheduled expiration of

the Phlx’s OTC/UTP privileges, the Phlx

requests accelerated approval of this

filing.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Phlx does not believe that the

proposed rule change will be a burden

on competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

No written comments were either

solicited or received.

III. Solicitation of Comments

Interested persons are invited to

submit written data, views and
3018 Federal Register / Vol. 60, No. 8 / Thursday, January 12, 1995 / Notices

5For a more detailed discussion of the

Commission’s findings with respect to the Phlx

OTC/UTP Pilot Program and its consistency with

the Act, see 1992 Phlx Pilot Order and 1993 Phlx

Pilot Extension Order, supra note 4.

6 15 U.S.C. 78f(b)(5), 78k–1 (1988), and 78l(f)

(1988) (as amended October 22, 1994). Section

6(b)(5) requires, among other things, that the rules

of an exchange be designed to remove impediments

to and perfect the mechanism of a free and open

market and a national market system, and, in

general, to protect investors and the public interest.

Section 11A provides, among other things, that it

is in the public interest and appropriate for the

protection of investors to assure fair competition

among brokers and dealers, among exchange

markets, and between exchange markets and

markets other than exchange markets. Section 12(f),

as amended, provides, among other things, that

exchanges may extend UTP to securities that are

registered, but not listed on any exchange, provided

that certain conditions are met.

7See Securities Exchange Act Release No. 22412

(September 16, 1985), 50 FR 38640.

8See note 4, supra.

9See 1992 Phlx Pilot Order and 1993 Phlx Pilot

Extension Order, supra note 4. See also Joint OTC/

UTP Plan Order and Joint OTC/UTP Plan Extension

Order, supra note 3.

10See letter from William W. Uchimoto, First

Vice President and General Counsel, Phlx, to

Elizabeth Prout, Esq., Commission, dated December

21, 1994.

11See supra note 4.

12 15 U.S.C. 78s(b)(2) (1988).

13 17 CFR 200.30–3(a)(12) (1991).

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 at

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the Phlx. All

submissions should refer to File No.

SR–PHLX–94–70 and should be

submitted by February 2, 1995.

IV. Commission’s Findings and Order

Granting Accelerated Approval of

Proposed Rule Change

The Commission believes that the

Phlx’s proposal to extend the

effectiveness of the Phlx OTC/UTP Pilot

Program and accompanying rules with

respect to UTP in OTC securities is

consistent with the requirements of the

Act and the rules and regulations

thereunder applicable to a national

securities exchange.5 Specifically, the

Commission believes that the proposed

rule change is consistent with Sections

6(b)(5), 11A and 12(f) of the Act.6

In 1985, the Commission published

its policy to extend UTP to national

securities exchanges in certain OTC

securities provided certain terms and

conditions are satisfied.7 The

Commission’s policy stated that UTP

approval would be conditioned, in part,

on the approval of a plan to consolidate

and disseminate exchange and OTC

quotation data and transaction data

upon which UTP is granted. As noted

above, in 1990, the Commission

approved the Plan which provides for

the collection, consolidation, and

dissemination of quotation and

transaction information for Nasdaq/

NMS securities listed on an exchange or

traded on an exchange pursuant to a

grant of UTP.8 Transactions in securities

pursuant to the Plan are and will

continue to be reported in the

consolidated transaction reporting

system established under the Plan.

In the 1993 Phlx Pilot Order and the

1993 Phlx Pilot Extension Order, the

Commission emphasized that Phlx

specialists trading Nasdaq/NMS

securities pursuant to the grant of UTP

are subject to Plan requirements as well

as the Phlx By-Laws and Rules.

Moreover, the Commission stated its

intent to monitor any potential abuse of

the informational advantage that options

traders could acquire from the Phlx

equity floor with respect to securities

traded under the Phlx OTC/UTP Pilot

Program.

In extending the Phlx OTC/UTP Pilot

Program for an additional six months,

the Commission again emphasizes that,

if the Exchange removes its temporary

suspension of OTC/UTP on its trading

floor, Phlx specialists trading Nasdaq/

NMS securities pursuant to UTP will

continue to be subject to Plan

requirements as well as the Phlx ByLaws and Rules. The Commission also

will continue to monitor side-by-side

trading concerns during this extension

of the pilot procedures.

In approving the Plan, the

Commission noted that the Plan should

enhance market efficiency and fair

competition, avoid investor confusion,

and facilitate regulatory surveillance of

concurrent exchange and OTC trading.

The Commission has requested that the

participants to the Plan submit

evaluations to the Commission

concerning the operation and status of

OTC/UTP as it relates to these and other

national market system objectives.9

In the present filing, the Phlx states

that it has been operating its pilot

program with no adverse consequences

or developments that have a negative

impact on the program. The Phlx also

has attached a letter to the present filing

which provides a detailed discussion of

the status and operation of OTC/UTP

under both the Phlx OTC/UTP Pilot

Program and the Joint OTC/UTP Plan.10

The evaluation does not report any

negative impact to the securities

markets caused by OTC/UTP, but does

make certain recommendations

concerning the overall status of, and

issues raised by the Joint OTC/UTP

Plan. The Commission will address

those recommendations in the

Commission’s evaluation of the

continued effectiveness of the Joint

OTC/UTP Plan, which currently is

scheduled to expire on January 12,

1995.

The Commission believes that it is

appropriate to extend the Phlx OTC/

UTP Pilot Program for an additional six

months while the Commission evaluates

the overall program for OTC/UTP and

any enhancements or changes to the

program that may be necessary to

further the purposes of the Act. In the

interim, however, the Commission

continues to believe that the Phlx OTC/

UTP Pilot Program, as limited by the

Joint OTC/UTP Plan, generally furthers

the objectives of a national market

system and is consistent with the

maintenance of fair and orderly markets

and the protection of investors as

required by Sections 6(b)(5), 11A and

12(f) of the Act.

V. Conclusion

For the reasons stated above, the

commission believes that it is

appropriate to extend the Phlx OTC/

UTP Pilot Program for an additional six

months.

The Commission finds good cause for

approving the proposed rule change

prior the thirtieth day after the date of

publication of notice of filing thereof in

the Federal Register. The Commission

believes that accelerated approval of the

proposal is appropriate in order to allow

the Phlx to continue to have rules in

place for OTC/UTP trading. Further, the

Phlx OTC/UTP Pilot Program and the

accompanying rules have been noticed

previously in the Federal Register for

the full statutory period, and the

Commission received no comments on

the proposal.11

It is therefore ordered, pursuant to

Section 19(b)(2) 12 that the proposed

rule change is hereby approved on a

pilot basis through June 30, 1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.13
Federal Register / Vol. 60, No. 8 / Thursday, January 12, 1995 / Notices 3019

Margaret H. McFarland,

Deputy Secretary.

[FR Doc 95–715 Filed 1–11–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26214]

Filings Under the Public Utility Holding

Company Act of 1935, As Amended

(‘‘Act’’)

January 6, 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 30, 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.

Appalachian Power Company, et al.

(70–8503)

Appalachian Power Company

(‘‘APCo’’), 40 Franklin Road, Roanoke,

Virginia 24022, a public utility

subsidiary of American Electric Power

Company, Inc., a registered holding

company (‘‘AEP’’) and Kanawha Valley

Power Company (‘‘KVPCo’’), 1 Riverside

Plaza, Columbus, Ohio 25327, a

subsidiary of APCo, have filed an

application and declaration pursuant to

Sections 6(a), 7, 9(a), 10 and 12(c) of the

Act and Rule 43 thereunder.

APCo owns all of the outstanding

shares of stock of KVPCo. KVPCo owns

and operates hydroelectric power

facilities in West Virginia and sells that

power to APCo. APCo and KVPCo

propose that KVPCo merge with and

into APCo, the separate corporate

existence of KVPCo will cease, and that

APCo will be the continuing and

surviving corporation (the ‘‘Surviving

Corporation’’). As a result of such

merger, APCO will acquire all of the

assets and assume all of the liabilities of

KVPCo.

At the time of such merger, each

outstanding share of capital stock of

APCo will continue to be one

outstanding share of stock of the

Surviving Corporation and will

continue to have the same rights,

privileges and preferences as before the

Merger. Each outstanding share of

capital stock of KVPCo will be cancelled

and extinguished.

General Public Utilities Corporation, et

al. (70–8537)

General Public Utilities Corporation

(‘‘GPU’’), 100 Interpace Parkway,

Parsippany, New Jersey 07054, a

registered holding company, and Energy

Initiatives, Inc. (‘‘EI’’), One Upper Pond

Road, Parsippany, New Jersey 07054, a

non-utility subsidiary of GPU, have filed

an application-declaration under

sections 6(a), 7, 9(a), 10 and 12(b) of the

Act and rules 45 and 54 thereunder.

EI proposes from time to time through

January 31, 2002 to acquire limited

partner interests in EnviroTech

Investment Fund I Limited Partnership,

a Delaware partnership, and any

successor or affiliated limited

partnership having substantially similar

investment objectives and terms (the

EnviroTech Investment Fund I Limited

Partnership and all such successor or

affiliated limited partnership’s are

herein collectively referred to as the

‘‘EnviroTech Partnership’’). The amount

of all such purchases by EI will, in the

aggregate, not exceed $10 million.

In addition, GPU proposes from time

to time through such date to make

capital contributions of up to $10

million to EI for purposes of making

such acquisitions. The interests to be

acquired by EI will in the aggregate

represent not more than 9.9% of the

limited partner interests in any

EnviroTech Partnership. The sole

general partner of the EnviroTech

Partnership (‘‘General Partner’’) will be

Advent International Limited

Partnership, a Delaware limited

partnership, of which Advent

International Corporation (‘‘AIC’’) is the

general partner. AIC is a venture capital

investment firm.

A key objective of the EnviroTech

Partnership is to make investments in

companies (each a ‘‘Portfolio

Company’’) that will contribute to the

reduction, avoidance or sequestering of

greenhouse gas emissions; help utilities

and their customers handle waste byproducts more effectively or produce or

manufacture goods or services more cost

effectively; improve the efficiency of the

production, storage, transmission, and

delivery of energy; and provide

investors with attractive opportunities

relating to the evolving utility business

climate which meet the above

objectives.

In selecting suitable investments, the

EnviroTech Partnership will focus on

the following technology sectors, among

others: alternate and renewable energy

technologies; environmental and waste

treatment technologies and services;

energy efficiency technologies,

processes and services;

electrotechnologies used in the

reduction of medical waste;

technologies and processes promoting

alternative energy for transportation;

and other technologies related to

improving the generation, transmission

and delivery of electricity.

The term of the EnviroTech

Partnership is 10 years from the date of

the partnership agreement, subject to

extension for up to two years upon

agreement of the General Partner and

limited partners holding 662⁄3% of the

combined capital contributions of all

limited partners. Subject to certain

limitations set forth in the partnership

agreement, the management, operation,

and implementation of policy of the

EnviroTech Partnership will be vested

exclusively in the General Partner.

Among other powers, the General

Partner will have discretion to invest

the partnership’s funds in accordance

with investment guidelines. The

investment guidelines may be amended

or modified only upon the affirmative

vote of limited partners representing at

least 75% of the commitments of all

limited partners.

Under the terms of the partnership

agreement the General Partner will be

paid an annual management fee equal to

21⁄2% of the total amount of the capital

commitments of the partners through

the first six years, thereafter declining

by 1⁄4 of 1% on each anniversary to

1.5% commencing on the ninth

anniversary date. In addition, the

General Partner shall be entitled to

reimbursement for all reasonable

expenses incurred in the organization of

the EnviroTech Partnership up to

$195,000, and for other third party

expenses incurred on behalf of the

EnviroTech Partnership.

All EnviroTech Partnership income

and losses (including income and losses

deemed to have been realized when

securities are distributed in kind) will

generally be allocated 80% to and