Federal Register / Vol. 61, No. 4 / Friday, January 5, 1996 / Notices 425

available on more favorable terms, a

new credit agreement in replacement of

the Credit Agreement providing for a

maximum commitment of $250 million

(‘‘Successor Credit Agreement’’).

Under the terms of the Lease, River

Fuel may not amend the Credit

Agreement or enter into a Successor

Credit Agreement without the consent

of SERI. Authorization is requested for

SERI to consent to the execution by

River Fuel of the Amended Credit

Agreement or Successor Credit

Agreement; provided, however, that: (1)

River Fuel’s combined obligations under

the Amended Credit Agreement or

Successor Credit Agreement and the

outstanding Secured Notes shall at no

time exceed the $250 million currently

authorized by the Commission; and (2)

all of the other terms and conditions of

the Amended Credit Agreement or

Successor Credit Agreement shall

continue to be within the parameters

authorized by the Orders.

Atlanta Gas Light Company, et al. (70–

8749)

Atlanta Gas Light Company (‘‘AGL’’),

a gas public-utility holding company

exempt from registration under section

3(a)(2) of the Act pursuant to rule 2

thereunder, and AGL Resources, Inc.

(‘‘AGLR’’ and, together with AGL,

‘‘Applicants’’), a wholly owned

subsidiary of AGL, both located at 303

Peachtree Street, N.E., Atlanta, Georgia

30308, have filed an application under

sections 3(a)(1), 3(a)(2), 9(a) (2) and 10

of the Act.

The Applicants requests an order: (1)

Authorizing AGLR to acquire directly

all of the outstanding common stock of

AGL and indirectly all of the

outstanding shares of Chattanooga Gas

Company (‘‘Chattanooga’’), a gas utility

subsidiary of AGL; (2) granting AGLR an

exemption under section 3(a)(1) from all

provisions of the Act, except section

9(a)(2) thereof; and (3) granting AGL an

exemption under section 3(a)(2) from all

provisions of the Act, except section

9(a)(2) thereof.

Both AGL and Chattanooga are ‘‘gas

utility companies’’ as defined under

section 2(a)(4) of the Act and thus are

‘‘public utility companies’’ as defined in

section 2(a)(5) of the Act. AGL supplies

natural gas distribution service to the

public in certain areas of Georgia and

Chattanooga supplies natural gas

distribution and transportation service

to customers in certain areas of

Tennessee.

AGL also has a number of active

subsidiaries that are not ‘‘public-utility

companies’’ as defined in the Act. These

include: (i) Georgia Gas Service

Company, which provides liquified

petroleum gas service to customers in

Georgia and Alabama; (ii) Georgia Gas

Company, which engages in gas

production activities; (iii) Georgia

Energy Company, which provides

natural gas vehicle conversion services;

(iv) AGL Energy Services, Inc.; and (v)

Trustees’ Investments, Inc., which is

engaged in real estate development.

The transaction would be

accomplished pursuant to an agreement

and plan of merger (‘‘Merger

Agreement’’) to be entered into among

AGL, AGLR and a special purpose

subsidiary of AGLR (‘‘Merger Sub’’).

Under the Merger Agreement, MergerSub would be merged with and into

AGL (‘‘Merger’’) and each outstanding

share of common stock of Merger-Sub

would be converted into one share of

common stock of AGL. In addition,

pursuant to the Merger, each

outstanding share of AGL common stock

would be converted into one share of

AGLR common stock. Upon

consummation of the Merger, each

person that would own AGL common

stock immediately prior to the Merger

would own a corresponding number of

outstanding shares of AGLR common

stock, and AGLR would own all

outstanding AGL common stock.

Subsequent to the Merger, AGL would

transfer to AGLR, by stock dividend or

otherwise, the common stock of all of its

subsidiaries other than Chattanooga. All

such subsidiaries (with the exception of

AGL Energy Services, Inc., which would

be a direct subsidiary of AGLR) would

then become subsidiaries of a separate

wholly-owned subsidiary of AGLR. AGL

would continue to own all of the

outstanding common stock of

Chattanooga.

AGLR asserts that, following the

consummation of the proposed

restructuring, it would be a publicutility holding company entitled to an

exemption under section 3(a)(1) of the

Act. AGLR states that it and AGL, the

public-utility subsidiary from which

AGLR would derive a material part of its

income, would be predominately

intrastate in character. AGLR and AGL

would carry on their business

substantially within the State of

Georgia, the state where they are

organized, and Chattanooga would not

provide a material part of AGLR’s

income. In addition, AGL asserts that it

would continue to be entitled to

exemption under section 3(a)(2) of the

Act because, after the Merger, it would

remain predominately a public-utility

company whose operations as such do

not extend beyond Georgia and

Tennessee.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–175 Filed 1–4–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21642; 812–8902]

DFA Investment Dimensions Group

Inc., et al.; Notice of Application

December 29, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for an

Order under the Investment Company

Act of 1940 (the ‘‘Act’’).

APPLICANTS: DFA Investment

Dimensions Group Inc. (‘‘DFAIDG’’),

The DFA Investment Trust Company

(‘‘DFAITC’’), and Dimensional Fund

Advisors Inc. (‘‘DFA’’).

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act from

section 12(d)(1) of the Act, under

sections 6(c) and 17(b) of the Act from

section 17(a) of the Act, and pursuant to

section 17(d) of the Act and rule 17d–

1 thereunder permitting certain joint

transactions.

SUMMARY OF APPLICATION: The requested

order would permit an open-end

management investment company, DFA

International Asset Allocation Fund (the

‘‘Fund’’), to invest substantially all its

assets in the shares of four series of

another open-end management

investment company, DFAITC (the

‘‘Underlying Series’’).

FILING DATES: The application was filed

on March 18, 1994 and amended on

August 31, 1995 and December 13,

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

January 23, 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 of a

hearing by writing to the SEC’s

Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, NW., Washington, DC 20549.
426 Federal Register / Vol. 61, No. 4 / Friday, January 5, 1996 / Notices

1The Underlying Series were organized on

October 15, 1993, but they presently are not

operational. DFAIDG presently offers shares of

Japanese, Pacific Rim, United Kingdom, and

Continental Small Company series (the

‘‘International Portfolios’’). The board of directors of

DFAIDG and the board of trustees of DFAITC (who

are the same persons) intend to convert these series

into a master fund-feeder fund structure by

investing the assets of each International Portfolio

in shares of the correspondingly-named Underlying

Series, subject to approval by the holders of a

majority of each International Portfolio’s

outstanding voting securities. The investment

objectives and fundamental and other investment

policies of the International Portfolios and the

correspondingly-named Underlying Series are

essentially identical.

Applicants, 1299 Ocean Avenue, 11th

Floor, Santa Monica, CA 90401.

FOR FURTHER INFORMATION CONTACT:

James M. Curtis, Senior Counsel, at

(202) 942–0563, or C. David Messman,

Branch Chief, at (202) 942–0564 (Office

of Investment Company Regulation,

Division of Investment Management).

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. DFAIDG, a Maryland corporation,

is a registered open-end management

investment company currently

comprised of twenty-four series, seven

of which currently serve as ‘‘feeder

funds’’ for certain series of DFAITC, a

Delaware business trust and a registered

open-end management investment

company, in a master fund-feeder fund

relationship. All such series are no load

funds. The shares of DFAIDG are sold to

institutional investors, including

qualified pension and profit-sharing

plans, endowment funds and

foundations, and clients of registered

investment advisers.

2. DFA is engaged in the business of

providing investment management and

administrative services to institutional

investors, including DFAIDG and

DFAITC, and is registered as an

investment adviser under the

Investment Advisers Act of 1940.

3. Because DFA serves as investment

adviser to both DFAITC and DFAIDG,

and DFAITC and DFAIDG hold

themselves out to investors as related

companies for purposes of investment

and investor services, DFAITC and

DFAIDG are part of the same ‘‘group of

investment companies,’’ as defined in

rule 11a–3 under the Act.

4. Applicants request that the relief

sought herein also apply to any future

registered investment company that is

advised by DFA, or any entity

controlling, controlled by, or under

common control with DFA, that

operates in accordance with the

conditions to the requested order, and

that is a member of the same ‘‘group of

investment companies,’’ as defined in

rule 11a–3.

5. DFAIDG proposes to organize the

Fund as a new series. The Fund will

invest substantially all of its assets in

the shares of four series of DFAITC, The

Japanese Small Company Series, The

United Kingdom Small Company Series,

The Continental Small Company Series,

and The Pacific Rim Small Company

Series.

6. The Fund will be designed for

investors who wish to achieve their

investment objective of long-term

capital appreciation by investing in one

mutual fund that provides for

investment in four series of DFAITC

which invest in stocks of small

Japanese, United Kingdom, European,

and Pacific Rim companies,

respectively, and professional asset

allocation of investments among such

series provided by DFA.

7. The investment objective of each

Underlying Series is to achieve longterm capital appreciation.1 Each

Underlying Series will invest

principally in readily marketable foreign

equity securities of small companies

that are organized or located in limited

and specified geographic areas. Thus,

the Japanese Small Company Series will

invest principally in stocks of small

companies that are located in Japan. The

United Kingdom Small Company Series

will invest principally in stocks of small

companies that are organized in the

United Kingdom. The Continental Small

Company Series will invest principally

in stocks of small companies that are

organized under the laws of certain

European countries, including, France,

Germany, Italy, Switzerland, the

Netherlands, Sweden, Belgium, Norway,

Spain, Austria, Finland and Denmark.

The Pacific Rim Small Company Series

will invest principally in stocks of small

companies located in Australia, New

Zealand, Singapore, Korea, Hong Kong

and Malaysia.

8. Each Underlying Series, except the

United Kingdom Small Company Series,

will charge a reimbursement fee to

investors, including the Fund, equal to

the reimbursement fee charged by its

correspondingly-named International

Portfolio. The reimbursement fee paid to

a Portfolio is used to defray costs

associated with investing the proceeds

of the sale of its shares, thereby

eliminating a dilutive effect such costs

otherwise would have on the net asset

value of shares held by existing

shareholders. The amount of the

reimbursement fee, in each case,

represents an estimate of the costs

reasonably anticipated to be associated

with the purchase of securities by each

International Portfolio.

9. The Fund will invest virtually all

its assets in the four Underlying Series.

A small portion of the Fund’s assets

might be invested in short-term, highquality, fixed-income obligations

pending investment in shares of the

Underlying Series and/or pending

payment of redemptions of its own

shares for cash, and to defray operating

expenses.

10. Allocation of the assets of the

Fund will be determined by DFA. Target

allocations will remain in effect until

the next semi-annual re-calculation. To

maintain target weights during the

period, adjustments may be made by

applying future purchases by the Fund

in proportion necessary to rebalance the

Fund’s investment portfolio.

Adjustments may also be made by

redemptions. Therefore, adjustments

reflecting reallocation of the assets of

the Fund among the four Underlying

Series will occur at relatively infrequent

and predictable intervals, and

management of the Underlying Series

will not be unduly affected by

redemption of their shares by the Fund.

11. The board of trustees of DFAITC

is comprised of the same persons who

serve as the board of directors of

DFAIDG. A majority of these persons are

not interested persons of DFAIDG,

DFAITC, or DFA. Each board has

adopted a written policy governing

potential conflicts of interest, as

required by the North American

Securities Administrators Association,

Inc., in respect of ‘‘master fund-feeder

fund’’ structures.

12. The Fund will bear all of its own

expenses and, indirectly, its

proportionate share of the expenses of

each Underlying Series. The Fund’s

direct expenses will include audit, legal,

share registration, costs of shareholders’

meetings, insurance premiums, fees of

non-interested directors, administrative,

accounting, transfer and dividend

disbursing agency, custodian fees and

the like. Also, as a separate series of

DFAIDG, the Fund will pay its

proportionate share of any other

expenses of DFAIDG which are not

specifically allocable to any series or

class of shares of DFAIDG. Certain

expenses, such as directors’ fees and

expenses, insurance premiums and

certain fees will be borne on a shared

basis with the other series of DFAIDG.

13. DFA intends to provide the Fund

will asset allocation advice, without

charge, pursuant to a written agreement

between DFA and DFAIDG. DFA is

currently willing to provide this service

at no charge because the simple
Federal Register / Vol. 61, No. 4 / Friday, January 5, 1996 / Notices 427

2Because section 17(b) could be interpreted to

permit the SEC to exempt only a single transaction

from section 17(a), applicants are also requesting an

exemption from section 17(a) under section 6(c).

See In the Matter of Keystone Custodian Funds,

Inc., 21 SEC 295 (1945).

investment portfolio of the Fund

provides basically for only four

investment securities.

14. The Fund’s structure contains no

layering of sales charges or advisory

fees. DFAIDG and DFAITC do not, and

the Fund will not, charge a front-end

load or a contingent-deferred sales

charge. Moreover, neither the Fund nor

the Underlying Series currently intend

to impose any ‘‘asset based sales

charges’’ or ‘‘service fees,’’ as those

terms are defined in Article III, section

26, of the Rules of Fair Practice of the

National Association of Securities

Dealers, Inc. Furthermore, DFA will not

charge the Fund an advisory fee.

Applicants’ Legal Analysis

A. Section 12(d)(1)

1. Section 12(d)(1)(A) provides that no

registered investment company may

acquire securities of another investment

company if such securities represent

more than 3% of the acquired

company’s outstanding voting stock,

more than 5% of the acquiring

company’s total assets, or if such

securities, together with the securities of

any other acquired investment

companies, represent more than 10% of

the acquiring company’s total assets.

Section 12(d)(1)(B) provides that no

registered open-end investment

company may sell its securities to

another investment company if the sale

will cause the acquiring company to

own more than 3% of the acquired

company’s voting stock, or if the sale

will cause more than 10% of the

acquired company’s voting stock to be

owned by investment companies.

2. Section 6(c) provides that the SEC

may exempt persons or transactions if,

and to the extent that, such exemption

is necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the Act. Applicants

request an order under section 6(c)

exempting them from the limitations of

section 12(d)(1) (A) and (B) to the extent

necessary to permit the Fund to

purchase an unlimited amount of the

outstanding voting securities of each

Underlying Series, the securities of each

Underlying Series to have an aggregate

value equal to as much as 100% of the

value of the total assets of the Fund, the

Fund to invest essentially all of its

assets in the securities of the Underlying

Series, and each of the Underlying

Series to sell an unlimited amount of its

total outstanding voting securities to the

Fund.

3. Section 12(d)(1) is intended to

prevent the unregulated pyramiding of

investment companies and the negative

effects which are perceived to arise from

such pyramiding. These abuses include

the acquiring fund imposing undue

influence over the management of the

acquired funds through the threat of

large-scale redemptions, the layering of

sales charges and advisory fees,

conflicts of interest between the fund

holding company and the underlying

funds, and the creation of a structure

which may be confusing to investors.

4. Applicants state that the potential

for control of the Underlying Series by

the threat of redemptions by the Fund

which would cause a loss of advisory

fees is groundless because the Fund

would be part of the same fund complex

as the Underlying Series and may

acquire only shares of the Underlying

Series. Since DFA would be the advisor

to all of the Underlying Series as well

as the Fund, a redemption by the Fund

from one Underlying Series would

simply result in investing the proceeds

in another Underlying Series.

5. Applicants believe that the Fund,

and indirectly its stockholders, should

bear the expense of operation of the

Fund, and that such cost should not be

borne by the Underlying Series because

the asset allocation service provided by

the Fund is a valuable service.

B. Section 17(a)

1. Section 17(a) makes it unlawful for

an affiliated person of a registered

investment company to sell securities

to, or purchase securities from, the

company. Section 2(a)(3)(C) of the Act

provides that an affiliated person of

another person is any person directly or

indirectly controlling, controlled by, or

under common control with such other

person. Because the Fund and the

Underlying Series will have a common

board of directors and a common

adviser, they could be deemed to be

under common control and thereby

affiliated persons of each other under

section 2(a)(3) of the Act. The sale by

the Underlying Series of their shares to

the Fund could thus be deemed to be

principal transactions between affiliated

persons prohibited under section 17(a).

2. Section 17(b) provides that the SEC

shall exempt a proposed transaction

from section 17(a) if evidence

establishes that the terms of the

proposed transaction are reasonable and

fair and do not involve overreaching,

the proposed transaction is consistent

with the policies of the registered

investment company involved, and the

proposed transaction is consistent with

the general provisions of the Act.

Section 6(c) permits the SEC to exempt

any person, security, or transaction, or

any class or classes of persons,

securities, or transactions, from any

provisions of the Act if such exemption

is necessary or appropriate in the public

interest and consistent with the

protection of investors and the purposes

fairly intended by the policy and

provisions of the Act. Applicants

request an exemption under sections

6(c) and 17(b) to permit the Underlying

Series to sell their shares to the Fund.2

3. Applicants believe that the

proposed transactions meet the

standards of sections 6(c) and 17(b). The

Fund provides one comprehensive and

effective investment product with

access to both international

diversification and professional asset

allocation services and therefore

applicants believe that relief is

appropriate in the public interest.

Applicants believe that their proposal is

structured to assure that neither the

Fund nor the Underlying Series will

participate on a basis that is different or

less advantageous than any other

participant.

C. Section 17(d) and Rule 17d–1

1. Section 17(d) prohibits an affiliated

person of a registered investment

company, or an affiliated person of such

person, acting as principal, from

effecting any transaction in which such

investment company is a joint, or joint

and several, participant with such

person in contravention of SEC rules

and regulations. Rule 17d–1 provides

that an affiliated person of a registered

investment company or an affiliated

person of such person, acting as

principal, shall not participate in, or

effect any transaction in connection

with, any joint enterprise or other joint

arrangement in which the registered

investment company is a participant

unless the SEC has issued an order

approving the arrangement. As

discussed above, DFAIDG and DFAITC

could be deemed affiliated persons of

each other under section 2(a)(3) of the

Act. When the Fund purchases the

shares of the Underlying Series and the

Underlying Series sell their shares to the

Fund, they could be deemed to be ‘‘joint

or joint and several participants’’ in

respect of such transactions in violation

of rule 17d–1.

2. Applicants request that the SEC

issue an order under section 17(d) and

rule 17d–1 approving the proposed

arrangements and transactions

described herein. Applicants believe

that such arrangements and transactions
428 Federal Register / Vol. 61, No. 4 / Friday, January 5, 1996 / Notices

are structured to assure that neither the

Fund nor DFAITC will participate

therein on a basis that is different from

or less advantageous than any other

participant.

Applicants’ Conditions

Applicants agree that the order

granting the requested relief shall be

subject to the following conditions:

1. The Fund and each Underlying

Series will be part of the same ‘‘group

of investment companies,’’ as defined in

rule 11a–3 under the Act.

2. No Underlying Series shall acquire

securities of any other investment

company in excess of the limits

contained in section 12(d)(1)(A) of the

Act.

3. A majority of the directors of the

Fund will not be ‘‘interested persons’’ of

the Fund, as defined in section 2(a)(19)

of the Act.

4. Before approving any advisory

contract under section 15, the board of

directors of the Fund, including a

majority of the directors who are not

‘‘interested persons’’ of the Fund, as

defined in section 2(a)(19), shall find

that advisory fees charged under such

contract are based on services provided

that are in addition to, rather than

duplicative of, services provided

pursuant to any Underlying Portfolio’s

advisory contract. Such finding, and the

basis upon which the finding was made,

will be recorded fully in the minute

books of the Fund.

5. Any sales charges or service fees

charged with respect to the securities of

the Fund, when aggregated with any

sales charges or service fees paid by the

Fund with respect to shares of the

acquired Underlying Portfolios, shall

not exceed the limits set forth in Article

III, section 26, of the Rules of Fair

Practice of the National Association of

Securities Dealers, Inc.

6. Applicants agree to provide the

following information, in electronic

format, to the Chief Financial Analyst of

the SEC’s Division of Investment

Management: Monthly average total

assets for each Fund portfolio and each

of its Underlying Series; monthly

purchases and redemptions (other than

by exchange) for each Fund portfolio

and each of its Underlying Series;

monthly exchanges into and out of each

Fund portfolio and each of its

Underlying Series; month-end

allocations of each Fund portfolio’s

assets among its Underlying Series;

annual expense ratios for each Fund

portfolio and each of its Underlying

Series; and a description of any vote

taken by the shareholders of any

Underlying Series, including a

statement of the percentage of votes cast

for and against the proposal by the Fund

and by the other shareholders of the

Underlying Series. Such information

will be provided as soon as reasonably

practicable following each fiscal yearend of the Fund (unless the Chief

Financial Analyst shall notify

applicants in writing that such

information need no longer be

submitted).

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

FR Doc. 96–172 Filed 1–4–96; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Marcum Natural Gas

Services, Inc., Common Stock, $.01 Par

Value) File No. 1–12014

December 29, 1995.

Marcum Natural Gas Services, Inc.

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Pacific Stock

Exchange, Incorporated. (‘‘PSE’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, since May

23, 1994, the Security has been listed

and traded on the Nasdaq National

Market. The Company believes that, in

light of the trading of the Security on

the Nasdaq National Market, the listing

of the Security on the PSE imposed

costs on the Company in excess of the

benefits to the Company and its

stockholders.

Any interested person may, on or

before January 23, 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 exchanges 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. 96–173 Filed 1–4–96; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (NDE Environmental

Corporation, Common Stock, $.0001

Par Value) File No. 1–10361

December 29, 1995.

NDE Environmental Corporation

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’).

The reason alleged in the application

for withdrawing the Security from

listing and registration is that the

Company has chosen to voluntarily

delist rather than rectify its failure to

maintain compliance with the listing

requirements of the BSE. Specifically,

the BSE has informed the Company that

it has fallen below BSE requirements for

continued listing based upon the

company’s most recent 10–Q. More

specifically, the Company is below the

following requirements: the market

value of float shares, $140,981, is below

the requirement of $500,000; and the

shareholder’s equity, $319,034, is below

the requirement of $500,000.

Additionally, the BSE has informed the

Company that it also must list the

Additional Shares issued as a result of

the agreement with Proactive Partners,

L.P., regarding a refinancing

arrangement (4,815,586 shares of

common stock).

Any interested person may, on or

before January 23, 1996 submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street

NW., Washington, DC 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the BSE 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.