31568 Federal Register / Vol. 61, No. 120 / Thursday, June 20, 1996 / Notices

Applicants’ Conditions

Applicants agree that any order

granting the application will be made

subject to the following conditions:

A. Conditions With Respect to DSC

Relief and Exchange and Rollover

Options

1. Whenever the Exchange Option or

Rollover Option is to be terminated or

its terms are to be amended materially,

any holder of a security subject to that

privilege will be given prominent notice

of the impending termination or

amendment at least 60 days prior to the

date of termination or the effective date

of the amendment, provided that: (a) no

such notice need be given if the only

material effect of an amendment is to

reduce or eliminate the sales charge

payable at the time of an exchange, to

add one or more new Series eligible for

the Exchange Option or the Rollover

Option, or to delete a Service which has

terminated; and (b) no notice need be

given if, under extraordinary

circumstances, either (i) there is a

suspension of the redemption of Units

of the Trust under section 22(e) of the

Act and the rules and regulations

promulgated thereunder, or (ii) a Trust

temporarily delays or ceases the sale of

its Units because it is unable to invest

amounts effectively in accordance with

applicable investment objectives,

policies and restrictions.

2. An investor who purchases Units

under the Exchange Option or the

Rollover Option will pay a lower sales

charge than that which would be paid

for the Units by a new investor.

3. The prospectus of each Trust

offering exchanges or rollovers and any

sales literature or advertising that

mentions the existence of the Exchange

Option or the Rollover Option will

disclose that such Option is subject to

modification, termination or

suspension, without notice except in

certain limited cases.

4. Each Series offering Units subject to

a DSC will include in its prospectus the

table required by item 2 of Form N–1A

(modified as appropriate to reflect the

differences between unit investment

trusts and open-end management

investment companies) and a schedule

setting forth the number and date of

each installment payment.

B. Condition for Exemption From

Section 14(a)

Applications will comply in all

respects with the requirements of rule

14a–3, except that the Equity Trusts will

not restrict their portfolio investments

to ‘‘eligible trust securities.’’

C. Conditions for Exemption From

Section 17(a)

1. Each sale of Equity Securities by a

Rollover Trust to a New Trust will be

effected at the closing price of the

securities sold on the applicable

Exchange or the Nasdaq-NMS on the

Sale Date, without any brokerage

charges or other remuneration except

customary transfer fees, if any.

2. The nature and conditions of such

transactions will be fully disclosed to

investors in the appropriate prospectus

of each future Rollover Trust and New

Trust.

3. The trustee of each Rollover Trust

and New Trust will (a) review the

procedures discussed in the application

relating to the sale of securities from a

Rollover Trust and the purchase of those

securities for deposit in a New Trust

and (b) make such changes to the

procedures as the trustee deems

necessary that are reasonably designed

to comply with paragraphs (a) through

(d) of rule 17a–7.

4. A written copy of these procedures

and a written record of each transaction

pursuant to any order granting the

application will be maintained as

provided in rule 17a–7(f).

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–15774 Filed 6–19–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26533]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

June 14, 1996.

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

July 8, 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. (70–7926)

General Public utilities Corporation

(‘‘GPU’’), 100 Interpace Parkway,

Parsippany, New Jersey 07054, and its

subsidiaries, Jersey Central Power &

Light Company (JCP&L’’), 300 Madison

Avenue, Morristown, New Jersey 07962,

Metropolitan Edison Company (‘‘MetEd’’), P.O. Box 16001, Reading,

Pennsylvania 19640, and Pennsylvania

Electric Company (‘‘Penelec’’), P.O. Box

16001, Reading, Pennsylvania 19640

(together, ‘‘GPU Companies’’), have filed

a post-effective amendment to their

declaration under Sections 6(a) and 7 of

the Act and rule 54 thereunder.

By order dated October 26, 1994

(HCAR No. 26150) (‘‘Order’’), the

Commission, among other things,

authorized the GPU Companies to enter

into an amendment to their Credit

Agreement, dated as of March 19, 1992,

with a group of commercial banks for

which Citibank, N.A. and Chemical

Bank act as co-agents and Chemical

Bank acts as the administrative agent, in

order to extend through December 31,

1997 the period during which the GPU

Companies were authorized to issue,

sell and renew their unsecured

promissory notes (‘‘Notes’’) from timeto-time in amounts up to $250 million

outstanding at any time. In addition, on

October 24, 1995, the GPU Companies

entered into a Second Amendment to

the Credit Agreement which modified

certain negative covenants in the Credit

Agreement (‘‘Prior Credit Agreement’’).

Under the Order, the aggregate

principal amount of Notes outstanding

at any time under the Prior Credit

Agreement, together with all other

unsecured debt then outstanding, may

not exceed the limitations on such

indebtedness imposed by the charters of

each of JCP&L, Met-Ed and Penelec, and

$200 million in the case of GPU. As of

March 31, 1996, the charter limitations

on such indebtedness for JCP&L, Met-Ed

and Penelec were $290 million, $133

million and $145 million, respectively.

At May 1, 1996, the GPU Companies
Federal Register / Vol. 61, No. 120 / Thursday, June 20, 1996 / Notices 31569

had unsecured indebtedness

outstanding as follows:

GPU—$102.7 million

JCP&L—$213.4 million

Med-Ed—$26.0 million

Penelec—$111.2 million

The Notes issued under the Prior

Credit Agreement mature not more than

six months from their date of issue and

the annual interest rate on each

borrowing is either: (1) the Alternate

Base Rate, as in effect from time-to-time;

(2) the CD Rate, as in effect from timeto-time, plus an amount (‘‘CD

Applicable Margin’’) ranging from

.375% to .625% depending on the

senior secured non-credit enhanced

long-term debt rating (‘‘Debt Rating’’) of

the borrower or, in the case of GPU, the

Debt Rating of JCP&L; or (3) the

Eurodollar Rate, as in effect from timeto-time, plus an amount (‘‘Eurodollar

Applicable Margin’’) ranging from .25%

to .50% depending upon the Debt

Rating of the borrower or, in the case of

GPU, the Debt Rating of JCP&L. In

addition, the GPU Companies pay a

facility fee ranging from .125% to .375%

per annum, depending on the Debt

Ratings of JCP&L, MetEd and Penelec, of

the total amount of the commitments, a

competitive bid fee of $2,500 for each

request for a competitive bid, and an

annual administrative fee of $15,000.

The GPU Companies also paid aggregate

agency fees of $50,000 upon signing of

the First Amendment to the Credit

Agreement.

On May 6, 1996, the GPU Companies

entered into an Amended and Restated

Credit Agreement with the banks named

therein (and banks that may

subsequently become parties thereto)

and The Chase Manhattan Bank, N.A.

(successor to Chemical Bank), as

Administrative Agent, and Citibank,

N.A., as Syndication Agent (‘‘Restated

Credit Agreement’’), which, subject to

receipt of the authorization herein

requested, permits borrowings

thereunder through May 6, 2001 and

increases the amount that GPU may

borrow thereunder to up to $250 million

outstanding at any time. The Restated

Credit Agreement also modified in

material respects a number of the

covenants contained in the Prior Credit

Agreement. Accordingly, the GPU

Companies have agreed, subject to

Commission authorization, to an

increased facility fee equal to .50%

(rather than .375%) per annum of the

total amount of the commitments under

the Restated Credit Agreement in the

event that the applicable Debt Rating is

BB or below as rated by Standard &

Poor’s or Duff & Phelps, or Ba or below

as rated by Moody’s Investor Services,

or if these is no Debt Rating.

The CD Applicable Margin will be

.75% (rather than .625%) if the

applicable Debt Rating is BB+ as rated

by Standard & Poor’s or Duff & Phelps,

or Ba1 as rated by Moody’s Investor

Services, and 1.37% (rather than .625%)

if the applicable Debt Rating is BB or

below as rated by Standard & Poor’s or

Duff & Phelps, or Ba or below as rated

by Moody’s Investor Services, or if there

is no Debt Rating. The Eurodollar

Applicable Margin will be .625% (rather

than .50%) if the applicable Debt Rating

is BB+ as rated by Standard & Poor’s or

Duff & Phelps, or Ba1 as rated by

Moody’s Investor Services, and 1.25%

(rather than .50%) if the applicable Debt

Rating is BB or below as rated by

Standard & Poor’s or Duff & Phelps, or

Ba or below as rated by Moody’s

Investor Services, or if there is no Debt

Rating. All other CD and Eurodollar

Applicable Margins and all other fees

remain unchanged, except that there are

no new agency fees payable by the GPU

Companies in connection with the

Restated Credit Agreement. Other

provisions, including those relating to

conditions to borrowing, acceleration

and prepayment, also remain

unchanged.

At the date of filing of the posteffective amendment, the Debt Ratings

of JCP&L, Met-Ed and Penelec were as

follows (neither GPU nor El Energy, Inc.

presently has a Debt Rating):

Standard &

Poor’s

Duff &

Phelps Moody’s

JCP&L ........ BBB+ BBB+ Baa1

Met-Ed ........ BBB+ A¥ Baa1

Penelec ...... A¥ A¥ A3

As a result, the higher facility fee and

the higher CD and Eurodollar

Applicable Margins would not now be

applicable.

New England Electric System, et al.

(70–7950)

New England Electric System

(‘‘NEES’’), a registered holding

company, its service company

subsidiary, New England Power Service

Company (‘‘NEPSCO’’) and its

nonutility subsidiary company, New

England Electric Resources, Inc.

(‘‘NEERI’’) (together, ‘‘Applicants’’), all

located at 25 Research Drive,

Westborough, Massachusetts 01582,

have filed a post-effective amendment

under sections 6(a), 7, 9(a), 10, 12(b),

13(b), 32 and 33 of the Act and rules 45,

54, 87, 90 and 91 thereunder to their

application-declaration previously filed

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

13(b) and rules 45, 87, 90 and 91

thereunder.

By order dated September 4, 1992

(HCAR No. 25621), the Commission

authorized NEERI to perform consulting

services on electric utility matters for

nonassociates, through December 31,

1997. By order dated April 1, 1994

(HCAR No. 26017), the Commission

authorized NEERI to undertake

electrical related services and

consulting contracts, through December

31, 1997. Both orders permitted

NEPSCO to provide certain overhead

services for NEERI at cost and for NEES

to make capital contributions to NEERI

in amounts of up to $2 million. The

types of services NEERI was authorized

to perform include designing,

engineering, assisting in licensing and

permitting, procuring materials and

equipment, and installing, removing or

constructing electrical related materials.

The Applicants are now requesting

authority, through December 31, 1999:

(1) To expand the services NEERI may

perform for nonassociate entities; (2) to

have NEPSCO continue to provide

services for NEERI at cost; and (3 to

have NEES continue to provide capital

contributions to NEERI in an increased

amount of up to $10 million.

Following is a list of the types of new

services NEERI proposes to perform:

(1) Sale of technical, operational,

management, and other similar kinds of

services and expertise, developed in the

course of utility operations in such areas

as power plant and transmission system

engineering, development, design and

rehabilitation; construction;

maintenance and operation; fuel and

other goods and services procurement,

delivery, and management;

environmental licensing, testing, and

remediation; and other similar areas,

including, without limitation,

transmission line services,

environmental control services,

maintenance and construction services,

engineering services, mechanical and

repair services, structural services,

construction contract administration

and support services;

(2) Energy conservation and demandside management services;

(3) Sale, installation, and servicing of

electric and compressed natural gas

powered vehicles and ownership and

operation of related refueling and

recharging equipment; and

(4) Sale, installation, and servicing of

electric and gas appliances for

residential, commercial, and industrial

heating and lighting.

No system employees will be assigned

to a NEERI services project if such

assignment would interfere with the

normal operation of the system. Utility
31570 Federal Register / Vol. 61, No. 120 / Thursday, June 20, 1996 / Notices

1The proposed amendment was originally filed

with the Commission on May 9, 1996. On May 30,

1996, the Commission received minor technical

amendments from the CTA to conform the

references in the filing to Exchange Act Release No.

37191 (May 9, 1996), 61 FR 24842 (May 16, 1996),

approving Restatements and Amendments to the

Restated Consolidated Tape Association Plan and

the Consolidated Quotation Plan. 2 17 CFR 200.30–3(a)(27) (1989).

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

2 17 CFR 240.19b–4.

operating companies within the system

will at all times have first priority in the

use of system employees, including

employees of NEPSCO. During the

course of a calender year, the system

will not assign more than the full-time

equivalent of five percent of its

employees to service projects for NEERI.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–15773 Filed 6–19–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37311; File No. SR–CTA–

96–02]

Consolidated Tape Association; Notice

of Filing and Immediate Effectiveness

of the First Charges Amendment to the

Second Restatement of the

Consolidated Tape Association Plan

June 14, 1996.

Pursuant to Rule 11Aa3–2 of the

Securities Exchange Act of 1934

(‘‘Act’’), notice is hereby given that on

May 30, 1996, the Consolidated Tape

Association (‘‘CTA’’) Plan Participants

filed 1 with the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

amendments to the second Restatement

of the CTA Plan increasing CTA charges

to ticker subscribers. The new rates are

effective as of July 1, 1996.

CTA has designated the proposals as

changing a charge collected on behalf of

all participants, permitting them to

become effective upon filing, pursuant

to the terms of Rule 11Aa3–2(c)(3)(i)

under the Act. The Commission is

publishing this notice to solicit

comments from interested persons on

the amendments.

I. Description and Purpose of the

Amendments

The purpose of the amendment is to

recover the ticker network expense

increases that common carriers have

recently imposed on the CTA Plan

Participants. The present fees of $160.00

per connection for Network A and

$130.00 for Network B have been in

effect since January, 1995. Since

January, 1995, each of the Networks has

absorbed a number of increases in

common carrier costs. The CTA has

determined to pass the increased costs

along to customers. Effective July 1,

1996, Network A charges will increase

to $200.00 for those subscribers in the

continental USA that are serviced via

the AT&T leased lines. Rates for

subscribers located south of Chambers

Street in New York City, where facilities

are leased from NYNEX, and for

customers presently receiving the signal

via satellite, remain unchanged.

Network B charges will increase to

$200.00 per unit, effective July 1, 1996,

for all customers presently receiving

service in the continental USA,

including subscribers in downtown

New York City and those currently

receiving the ticker signal via satellite.

II. Solicitation of Comments

Rule 11Aa3–2(c)(3) under the Act

provides that the proposed amendment

may be put into effect upon filing with

the Commission. The Commission may

summarily abrogate the amendment

within 60 days of its filing and require

refiling and approval of the

amendments by Commission order

pursuant to Rule 11Aa3–2(c)(2), if it

appears to the Commission that such

action is necessary or appropriate in the

public interest, for the protection of

investors and maintenance of fair and

orderly markets, to remove impediments

to and perfect the mechanisms of a

National Market System, or otherwise in

furtherance of the purposes of the Act.

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 CTA. All

submissions should refer to the file

number in the caption above and should

be submitted by July 11, 1996.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.2

Jonathan G. Katz,

Secretary.

[FR Doc. 96–15772 Filed 6–19–96; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–37312; File No. SR-Amex96–20]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by the

American Stock Exchange, Inc.,

Relating to Options on The Morgan

Stanley Commodity Related Equity

Index

June 14, 1996.

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 June 3,

1996, the American Stock Exchange,

Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which Items

have been prepared by the selfregulatory 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 Exchange proposes to list and

trade options on the Morgan Stanley

Commodity Related Equity Index

(‘‘Index’’), a new stock index developed

by Morgan Stanley & Co. Incorporated

(‘‘Morgan Stanley’’) based on stocks (or

American Depository Receipts (‘‘ADRs’’)

thereon) of commodity related

companies. In addition, the Amex

proposes to amend Exchange Rule 901C,

Commentary .01 to reflect that 90

percent of the Index’s numerical index

value will be accounted for by

component securities that meet the

current criteria and guidelines set forth

in Exchange Rule 915.

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