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File No. 70-_____
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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COLUMBIA ENERGY GROUP
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA ELECTRIC CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION CORPORATION
12801 FairLakes Parkway
Fairfax, VA 22030-0146
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
1600 Dublin Road
Columbus, OH 43215-1082
COLUMBIA PROPANE CORPORATION
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF VIRGINIA, INC.
200 Civic Center Drive
Columbus, OH 43215
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(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
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COLUMBIA ENERGY GROUP SERVICE CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Name and address of agent for service)
Names and Addresses of Subsidiary Company Agents for Service:
M. A. CHANDLER, Vice President and
Chief Financial Officer
Columbia Natural Resources, Inc.
Alamco, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Phoenix-Alamco Ventures, L.L.C.
Clarksburg Gas, L.P.
Columbia Natural Resources Canada, Ltd.
900 Pennsylvania Avenue
Charleston, WV 25302
D. P. DETAR, Treasurer
Columbia Electric Corporation
TriStar Pedrick Limited Corporation
TriStar Pedrick General Corporation
TriStar Binghamton Limited Corporation
TriStar Binghamton General Corporation
TriStar Vineland Limited Corporation
TriStar Vineland General Corporation
TriStar Rumford Limited Corporation
TriStar Georgetown Limited Corporation
TriStar Georgetown General Corporation
TriStar Fuel Cells Corporation
TVC Nine Corporation
TVC Ten Corporation
TriStar System, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
CLNG Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
J. W. TROST, Vice President
Columbia Energy Group Service Corporation
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13880 Dulles Corner Lane
Herndon, VA 20171-4600
P. R. ALDRIDGE, President
Columbia Deep Water Services Company
13880 Dulles Corner Lane
Herndon, VA 20171-4600
J. W. GROSSMAN, Treasurer
Columbia Energy Group Capital Corporation
Columbia Atlantic Trading Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. M. NORDIN, Treasurer
Columbia Propane Corporation
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
G. A. BARNARD, Treasurer and Controller
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
D. R. MCCLURE, Chief Financial Officer
Columbia Energy Power Marketing Corporation
Columbia Energy Marketing Corporation
Columbia Service Partners, Inc.
Columbia Assurance Agency, Inc.
Energy.com Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
R. LAWLER, Vice President and
Retail Controller
Columbia Energy Services Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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A. J. SONDERMAN, Corporate Secretary
Columbia Gas of Kentucky, Inc.
Columbia Gas of Ohio, Inc.
Columbia Gas of Maryland, Inc.
Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Virginia, Inc.
200 Civic Center Drive
Columbus, OH 43215
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(Names and Addresses of Other Agents for Service)
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Columbia Energy Group ("Columbia"), a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Act"), and its
subsidiary companies (collectively, the "Columbia Group" or "Group" or
"Subsidiaries"), hereby submit for filing this Application-Declaration on
Form U-1.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired
to consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its
relation to the proposed transaction.
The Columbia Group is seeking additional authority, as described below,
to enable it to participate fully in competitive energy markets through
December 31, 2003:
1. Columbia asks the Commission to increase its long-term
financing authority to $7 billion and to extend the related
long-term intrasystem financing authority through December 31,
2003.
2. Columbia also seeks to expand and extend its guarantee
authority to $5 billion through December 31, 2003.
3. The Subsidiaries hereby request authority to acquire,
retire and redeem securities that they have issued to an
associate company, an affiliate, or an affiliate of an associate
company.
Summary of Existing Authority
By order dated December 23, 1996 in File No. 70-8925 (Holding Co. Act
Release No. 26634) (the "Omnibus Financing Order"), Columbia was authorized
to engage in a wide range of financing transactions through December 31,
2001, subject to certain conditions and parameters. Among the conditions was
the following: "The aggregate amount of external, long-term debt and equity
financing issued by Columbia, through December 31, 2001, will not exceed $5
billion of long-term debt and equity financing or more than $1 billion of
short-term borrowing outstanding at any one time." Under the terms of the
Omnibus Financing Order, Columbia and its nonutility subsidiaries were
authorized to enter guarantee arrangements, obtain letters of credit and
otherwise provide credit support with respect to obligations of their
respective subsidiaries as may be needed and appropriate to enable them to
carry on in the ordinary course of their respective businesses through
December 31, 2001, subject to an aggregate limit on such credit support of
$500 million at any one time. The guarantees were in addition to any other
financing authorization requested in that file. The Omnibus Financing Order
authorized Columbia to acquire, retire or redeem securities of which it was
the issuer without the need for prior Commission approval. The order was
silent, however, with respect to such transactions by the Subsidiaries.
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The Omnibus Financing Order was subject to the following general
conditions: (1) Columbia must maintain its long-term debt rating at an
investment grade level as established by a nationally recognized statistical
rating organization, as that term is used in rule c-1(c)(2)(vi)(F) of the
Securities Exchange Act of 1934; (2) its common equity, as reflected in its most
recent Form 10-K or Form 10-Q and as adjusted to reflect subsequent events that
affect capitalization, does not fall below 30% of its consolidated
capitalization; (3) the effective cost of money on debt borrowing occurring
pursuant to this authorization will not exceed 300 basis points over comparable
term U.S. Treasury securities; (4) the maturity of short-term indebtedness will
not exceed one year; (5) the underwriting fees, commissions, or other similar
remuneration paid in connection with the non-competitive bid issue, sale or
distribution of a security in this matter will not exceed 5% of the principal or
total amount of the financing; (6) with respect to any Bid Notes, they will bear
interest rates comparable to, or lower than, those available through other
proposed forms of short-term borrowing with similar terms and have maturities
not exceeding 270 days; (7) the proceeds from the sale of securities by Columbia
in external financing transactions will be added to Columbia's treasury and used
for general and corporate purposes including: (a) the financing, in part, of the
capital expenditures of Columbia and its Subsidiaries; (b) in the case of
short-term debt, the financing of gas storage inventories, other working capital
requirements and capital spending of the Group; (c) the acquisition of interests
in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs");
(d) the acquisition, retirement, or redemption of securities of which Columbia
is an issuer without the need for prior Commission approval pursuant to Rule 42
or a successor rule; and/or (e) the acquisition of the securities of nonutility
companies as permitted under any final rule of the Commission permitting such
acquisitions.
By order dated November 18, 1997 (Holding Co. Act Release No. 26780),
the guarantee authority was increased to $2 billion.
By order dated December 22, 1997, (Holding Co. Act Release No. 26798),
the Commission increased the short-term authority to $2 billion and extended
the authorization through December 31, 2003.
Request for Authority
Subject to the terms and conditions set forth in the Omnibus Financing
Order, Columbia and its Subsidiaries request the following authority through
December 31, 2003.
1. Long-Term Financing
Columbia has an established goal of increasing its investment in
generally non-rate regulated businesses. As Columbia's operations grow, the
needs of the Subsidiaries for long-term capital will also increase. Columbia
primarily uses long-term financing to support its capital expenditure
program, which is expected to continue to be in excess of $550 million
annually, and to take advantage of growth opportunities through
acquisitions. Columbia's capital expenditure
2
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program is designed to ensure the safety and reliability of its various pipeline
systems and to expand and improve service where appropriate. As a part of
Columbia's growth strategy to
<PAGE> 9
significantly expand its non-rate regulated operations, Columbia may make
acquisitions from time-to-time where economies of scale and strategic
opportunities provide shareholder value.
In addition, regulated investment opportunities may arise from time to
time. While Columbia would, of course, seek such additional regulatory
approval as may be required in connection with such acquisitions, the
requested increase in long-term financing authority will enhance the Group's
ability to participate effectively in the evolving energy markets.
Accordingly, Columbia asks the Commission to increase its long-term
financing authority to $7 billion and to extend the related long-term
intrasystem financing authority through December 31, 2003. In this regard,
Columbia proposes to issue a combination of debentures, which may be in the
form of medium term notes, common stock, preferred stock, and or other equity
and debt securities in an aggregate amount not to exceed $7 billion.
Long-term debt securities could include, but not be limited to, convertible
debt, subordinated debt, bank borrowings, and securities with call and put
options.
The Maryland utility commission does not exercise jurisdiction over the
issuance of long-term securities. Commission authorization is therefore
requested for the issuance of long-term securities in the form of equity, a
note or other form of indebtedness within the meaning of Rule 52, from time
to time, through December 31, 2003, by Columbia Gas of Maryland, Inc. and the
acquisition of such securities by Columbia.
2. Guarantees
Columbia seeks increased guarantee authority to facilitate the growth
of its regulated and non-rate-regulated businesses. In particular, the
Group's marketing and brokering activities, although not capital intensive
per se, generally require significant parent guarantees. As of June 30,
1998, there were outstanding guarantees and letters of credit totaling
approximately $725 million in connection with the operations of Columbia
Energy Services Corporation (the Group gas marketing subsidiary) and Columbia
Energy Power Marketing Corporation (the Group power marketing subsidiary).
Current plans are for Columbia to increase its marketing operations
significantly over the next five years. A corresponding increase in
Columbia's guarantee authority is necessary if the Columbia Group is to
achieve its goal of 30% of operating income from non-rate-regulated
businesses. Accordingly, Columbia seeks to expand and extend its guarantee
authority to $5 billion through December 31, 2003.
3. Acquisition, Retirement and Redemption of Securities
The Omnibus Financing Order authorized "the acquisition, retirement, or
redemption of securities of which Columbia is the issuer without the need for
prior Commission approval pursuant to rule 42 or a successor rule." The
order was silent, however, with respect to such transactions by other Group
companies. Because Columbia is a gas registered system, it relies on
intra-system financings and situations routinely arise in which a Subsidiary
seeks to retire or redeem securities held by an associate company. In the
subsequent order in New Century
4
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Energies, Inc., Holding Co. Act Release No. 26750 (Aug. 1, 1997), the Commission
granted all companies in the registered system the authority to acquire, retire
and redeem securities that they
<PAGE> 11
have issued to an associate company, an affiliate or an affiliate of an
associate company. Following that decision, Columbia and the Subsidiaries
hereby request authority, pursuant to Sections 9(a), 10 and 12(c) of the Act,
to acquire, retire and redeem securities that they have issued to an
associate company, an affiliate, or an affiliate of an associate company.
* * * * *
Rule 24(c)(1), in pertinent part, provides that, unless otherwise
designated in an application or declaration, every order is subject to a
requirement that the transaction proposed be carried out within 60 days of
the date of such order. As a practical matter, the failure to designate an
alternative period has led to a number of lapsed orders in the past,
necessitating the filing of post-effective amendments and the issuance of
supplemental orders. To avoid this situation in the future, Columbia hereby
designates a period from the date of the order in this matter to the
expiration of the authority under this order as the period in which it will
carry out transactions authorized in this order, or previously authorized by
Commission order, in accordance with the terms and conditions of, and for the
purposes as authorized by the relevant orders.
* * * * *
The conditions of Rule 54 are satisfied: At present, Columbia has no
"aggregate investment" within the meaning of Rule 53(a)(1)(i) in exempt
wholesale generators or foreign utility companies. None of the disabling
conditions under Rule 53(b) exist with respect to Columbia and so Rule 53(c)
is inapplicable.
(b) Describe briefly, and where practicable state the approximate
amount of, any material interest in the proposed transaction, direct or
indirect, of any associate or affiliate of the applicant or declarant company
or any affiliate of any such associate company.
Not applicable.
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth original
cost, vendor's book cost (including the basis of determination) and
applicable valuation and qualifying reserves.
Not applicable.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
6
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(a) State (1) the fees, commissions and expenses paid or incurred, or
to be paid or incurred, directly or indirectly, in connection with the
proposed transaction by the applicant or declarant or any associate company
thereof, and (2) if the proposed transaction involves the sale of securities
at competitive bidding, the fees and expenses to be paid to counsel selected
by applicant or declarant to act for the successful bidder.
Legal fees in connection with the preparation of the Application-
<TABLE>
<S> <C>
Declaration . . . . . . . . . . . . . . . .$7,500.00
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Total . . . . . . . . . . . . . . . . . . .$7,500.00
---------
</TABLE>
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or
an affiliate of the applicant or declarant, or is an affiliate of an
associate company, set forth the facts with respect thereto.
The Columbia Energy Group Service Corporation will render certain legal
services at cost.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
(a) State the section of the Act and the rules thereunder believed to
be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
The requested increase in long-term financing authority is subject to
Sections 6, 7, 9, and 10 and 12 of the Act and rules thereunder.
The requested increase in guarantee authority is subject to Sections 6,
7 and 12 of the Act and rules thereunder.
The requested authority for Columbia and the Subsidiaries to acquire,
retire and redeem securities of which they are the issuer is subject to
Sections 9, 10 and 12 of the Act and rules thereunder.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate, or of which it will become an affiliate as a result of the
proposed transaction, and the reasons why it is or will become such an
affiliate.
Not applicable.
ITEM 4. REGULATORY APPROVAL
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(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the U. S.
Securities and Exchange Commission) over the proposed transaction.
The Kentucky, Ohio, Pennsylvania and Virginia utility commissions have
jurisdiction over the issuance of long-term securities.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with
the proposed transaction.
Columbia Gas of Maryland, Inc. will obtain other regulatory approval as
required. Copies of relevant filings with and orders obtained from any state
commission will be provided to this Commission.
ITEM 5. PROCEDURE
(a) State the date when Commission action is requested. If the date
is less than 40 days from the date of the original filing, set forth the
reasons for acceleration.
It is requested that the Commission issue its Notice by September 15,
1998 and its order on or before October 31, 1998.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between
the issuance of the Commission's order and the date on which it is to become
effective.
Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer
or the Commission, (iii) consent that the Division of Investment Management
may assist in the preparation of the Commission's decision, and (iv) waive a
30-day waiting period between the issuance of the Commission's order and the
date on which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following are financial statements and exhibits filed as a part of
this statement.
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries (to be filed by
Amendment)
G Proposed Notice
(b) Financial Statements
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Financial statements are not submitted with respect to the
authorizations herein sought due to (i) the impracticality of knowing the
type and extent of financing transactions that may occur during such period
and (ii) the extended period for which authorizations are sought. However,
Columbia will furnish any financial information that the Commission shall
request.
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act [42 U.S.C. 4232(2)(C)]. If the response to
this term is a negative statement as to the applicability of Section
102(2)(C) in connection with the proposed transaction, also briefly state the
reasons for that response.
The proposed transactions subject to the jurisdiction of this
Commission have no environmental impact in and of themselves.
(b) State whether any other federal agency has prepared or is preparing
an environmental impact statement ("EIS") with respect to the proposed
transaction. If any other federal agency has prepared or is preparing an
EIS, state which agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or, to Columbia's knowledge, is
preparing an EIS with respect to the proposed transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this
Application-Declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which
is pertinent to the application of the respective companies.
COLUMBIA ENERGY GROUP
DATE: September 9, 1998 by: //s//M. W. O'Donnell
---------------------------------
M. W. O'Donnell, Senior Vice President &
Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: September 9, 1998 by://s//M. A. Chandler
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M. A. Chandler, Vice President and Chief Financial
Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: September 9, 1998 by://s//P. R. Aldridge
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P. R. Aldridge, President
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF VIRGINIA, INC.
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
COLUMBIA ELECTRIC CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: September 9, 1998 by://s//J. W. Trost
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J. W. Trost, Vice President
<PAGE> 18
EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. ____________ )
________, 1998
Columbia Energy Group. ("Columbia"), 13880 Dulles Corner Lane, Herndon,
VA 20171-4600, a Delaware Corporation, and a holding company registered with
the U. S. Securities and Exchange Commission ("Commission") under the Public
Utility Holding Company Act of 1935, as amended (the "1935 Act" or "Act"),
and its subsidiary companies have filed an application seeking additional
authority, as described below, to enable them to participate fully in
competitive energy markets through December 31, 2003:
1. Columbia asks the Commission to increase its long-term
financing authority to $7 billion and to extend the related
long-term intrasystem financing authority through December 31,
2003.
2. Columbia also seeks to expand and extend its guarantee
authority to $5 billion through December 31, 2003.
3. The Subsidiaries hereby request authority to acquire,
retire and redeem securities that they have issued to an
associate company, an affiliate, or an affiliate of an associate
company.
The filing and amendments thereto are available for public inspection
through the commission's Office of Public Reference. Interested persons
wishing to comment or request a hearing should submit their views in writing
by _________________, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicants-declarants at the
address specified above. Proof of service (by affidavit or, in case of an
attorney-at-law, by certificate) should be filed with the request. Any
request for a 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 this
matter. After said date, the joint application-declaration, as filed or as
it may be amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
