File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-1
APPLICATION OR DECLARATION
under
The Public Utility Holding Company Act of 1935
ALLEGHENY POWER SYSTEM, INC.
12 East 49th Street
New York, New York 10017
AYP CAPITAL, INC.
12 East 49th Street
New York, New York 10017
(Name of company or companies filing this statement
and addresses of principal executive offices)
ALLEGHENY POWER SYSTEM, INC.
(Name of top registered holding company parent
of each applicant or declarant)
Nancy H. Gormley, Esq.
Vice President
Allegheny Power System, Inc.
12 East 49th Street
New York, NY 10017
(Name and address of agent for service)
<PAGE>
Item 1. Description of Proposed Transactions.
1.1 Background. Allegheny Power System, Inc. ("Allegheny"), a
registered holding company under the Public Utility Holding Company Act of
1935 (the "1935 Act"), and AYP Capital, Inc. ("AYP Capital"), a wholly-owned
non-utility subsidiary of Allegheny, propose an investment by
Allegheny in AYP Capital from time to time through December 31, 2002, in the
form of cash contributions not to exceed $5 million to fund AYP Capital's
proposed acquisition, as a limited partner ("Limited Partner"), of up to 10% of
the interests of all limited partners in Envirotech Investment Fund I Limited
Partnership, a Delaware limited partnership (the "Envirotech Partnership"),
but in no event shall AYP Capital's investment be more than $5 million.
By Order dated July 14, 1994 (HCAR 26085), the Securities and Exchange
Commission authorized Allegheny to organize and acquire AYP Capital, and
authorized AYP Capital to engage in preliminary development activities in
connection with exempt wholesale generators and companies involved in new
technologies related to the core business of Allegheny.
1.2 Envirotech Partnership. From time to time through December 31, 2002,
AYP Capital proposes to acquire a limited partnership interest in the Envirotech
Partnership of up to 10% of the interests of all limited partners, but in no
event shall AYP Capital's investment be more than $5 million. The sole general
partner of the Envirotech Partnership (the "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 leading venture capital investment firm having a staff of more than
50 professionals
<PAGE>
and over $1 billion in capital under management. AIC has had extensive
experience managing other technology oriented investments in the energy and
environmental sectors. The interest to be acquired by AYP Capital will
represent not more than 10% of the interests of all Limited Partners of the
Envirotech Partnership, but in no event shall AYP Capital's investment be
more than $5 million.
A. Investment Objectives of the Envirotech Partnership. The
Envirotech Partnership is being formed to invest in companies (each a
"Portfolio Company") commercializing electrotechnologies and renewable energy
technologies that promote environmental and economic responsibility. These
investments will support the electric utility industry's efforts under the
"Climate Challenge," a cornerstone in the Administration's Climate Change
Action Plan.[1] The "Climate Challenge" is intended to demonstrate that
voluntary efforts can, cost effectively, achieve both economic and
environmental gains.
Specifically, a key objective of the Envirotech Partnership is to make
investments that will contribute to the reduction, avoidance or sequestering
of greenhouse gas emissions; help utilities and their customers handle waste
by-products more effectively or produce or manufacture goods or services more
cost effectively; improve the efficiency of the production, storage,
[1]See Section 1602(d), Title XVI - Energy Policy Act of 1992, which
provides that the Secretary of Energy shall, in his annual least-cost energy
strategy, identify Federal priorities, including policies that implement more
efficient use of fossil fuels, increase energy efficiency, encourage new
technologies that generate lower levels of greenhouse gases, promote the use
or renewable energy resources, and encourage investment in energy efficiency
equipment and technologies, among others.
<PAGE>
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, including photovoltaic, biomass, and wind power
technologies; environmental and waste treatment technologies and services,
including electrotechnologies used in waste and water treatment and waste
management, waste reduction and recycling/recovery; energy efficiency
technologies, processes and services, including heating, ventilation and air
conditioning equipment, induction heating technologies, high efficiency
lighting technologies, energy storage, and motor efficiency technologies;
electrotechnologies used in the reduction of medical waste, including plasma,
pyrolysis and microwave processing; technologies and processes promoting
alternative energy for transportation, including electric-powered vehicles and
related components, such as fuel cells; and other technologies related to
improving the generation, transmission and delivery of electricity, including
automated meter reading, distribution transformers, thyristor technologies,
active noise cancellation, energy storage systems and interactive energy
management systems.
The Envirotech Partnership will invest in companies at all stages of
development to diversify the portfolio while achieving the best match of
environmental and economic results. There will be a minimum of investment in
<PAGE>
start-up companies, with most investments being in early and late expansion-
stage development opportunities.
The Envirotech Partnership will provide its utility investors with a
range of non-financial benefits in addition to generating an attractive
financial return on investment. Among other non-financial benefits, the
Limited Partners will be provided an estimate of the potential energy savings
and potential reduction of CO[2] emissions associated with each portfolio
investment in a format that would allow them to report these items in
accordance with Section 1605(b) of the Energy Policy Act of 1992. Further,
whenever appropriate, AIC will facilitate interactions between Limited
Partners and the Envirotech Partnership's Portfolio Companies. Finally,
through their involvement in the Envirotech Partnership, Limited Partners will
have the opportunity to gain experience and participate in new emerging
markets and business sectors relevant to their industry.
The formation of the Envirotech Partnership is being coordinated by the
Edison Electric Institute ("EEI"), a non-profit industry-wide membership
organization comprised of electric utility companies throughout the United
States. The Limited Partners will be EEI member companies and their
affiliates, subsidiaries, parent holding companies or qualified pension or
profit-sharing plans sponsored by such companies. The targeted size of the
Envirotech Partnership's investment pool is $75 million to $100 million, with
a minimum commitment of $25 million necessary for the initial closing.
<PAGE>
B. Terms of the Partnership Agreement. The term of the Envirotech
Partnership shall be for 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 66-2/3% of the combined capital contributions of
all Limited Partners (Partnership Agreement, Section 6.1). The Partnership
Agreement provides that, not later than the date of becoming a Limited Partner
of the Envirotech Partnership, each Limited Partner shall contribute to the
capital of the Envirotech Partnership up to 10% of the capital commitment of
such Limited Partner. The balance of each Limited Partner's capital
commitment shall be due from time to time through the seventh anniversary of
the final closing (i.e., not later than January 31, 2002, as such date may be
extended) in installments of not less than 5% nor more than 25% thereof, as
determined by the General Partner (Partnership Agreement, Section 3.1).
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 (Partnership
Agreement, Section 2.1(a)). Among other powers, the General Partner shall
have discretion to invest the Partnership's fund in accordance with investment
guidelines set forth in the charter (Appendix B to the Partnership Agreement).
The investment guidelines set forth criteria on approved types of
technologies, size of investment, and portfolio diversification. In addition,
the investment guidelines require consideration of non-financial public policy
criteria, including assessments of the likelihood of reducing greenhouse gas
and other emissions, of reducing costs and increasing efficiencies to
customers of products incorporating selected technologies, and of enabling
<PAGE>
electric utilities to remain competitive in existing markets. 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 (Partnership Agreement, Section 1.5(b)).
Among other limitations on investment activities, the General Partner
may not cause or permit the Envirotech Partnership to invest more than 7.5% of
the Envirotech Partnership's total capital commitments in any single Portfolio
Company; invest more than 5% of the total capital commitments in securities of
Portfolio Companies that are readily tradeable on established securities
markets; or invest in hostile takeover transactions or in highly leveraged
buy-outs (Partnership Agreement, Section 2.1(c)). In addition, certain
limitations on the investment authority of the General Partner would apply
following a "substantial change in management" of the General Partner
(Partnership Agreement, Section 2.1(b)).
An advisory board comprised of the Limited Partners and EEI shall meet
semi-annually with the General Partner to review general matters of investment
policy, but will have no authority to bind the Envirotech Partnership or take
part in its management (Partnership Agreement, Section 1.7).
Under the terms of the Partnership Agreement, in consideration of its
services to the Envirotech Partnership, the General Partner will be paid an
annual management fee equal to 2-1/2% of the total amount of the capital
commitments of the partners through the first six (6) years, thereafter
declining by 1/4 of 1% on each anniversary to 1.5% commencing on the ninth
<PAGE>
anniversary date (Partnership Agreement, Section 2.3). 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.
The Limited Partners shall have no authority to remove the General
Partner. However, the General Partner shall be deemed removed (unless waived
by the affirmative vote of Limited Partners representing at least 75% of the
total capital contributions of all Limited Partners) following the occurrence
of certain specified events, including a final determination by a court of
competent jurisdiction that the General Partner is guilty of any gross
negligence, willful malfeasance, fraud, material breach of its fiduciary duty
to the Partnership or the Limited Partners or bad faith, or any "substantial
change in the management" of the General Partner (Partnership Agreement,
Section 6.3(e)). Following any resignation or removal of the General Partner,
the Limited Partners may agree to continue the Partnership by selecting a
substitute General Partner (Partnership Agreement, Section 6.3(c)).
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 among the Limited Partners and 20% to
the General Partner (Partnership Agreement, Section 3.3). One hundred percent
(100%) of all cash distributions to the partners shall be made first to the
Limited Partners until such time as the Limited Partners shall have received
aggregate distributions equal to the aggregate of their respective capital
<PAGE>
contributions, and thereafter 20% to the General Partner and 80% to the
Limited Partners (Partnership Agreement, Section 3.4). Distributions in kind
of the securities of Portfolio Companies that are listed on or otherwise
traded in a recognized over-the-counter or unlisted securities market may be
made at the option of the General Partner (Partnership Agreement, Section
3.5). To the extent needed, AYP Capital requests authority to sell any such
Portfolio Company securities received as a distribution in kind.
Item 2. Fees, Commissions and Expenses.
Estimates as to fees and expenses will be furnished by amendment.
Item 3. Applicable Statutory Provisions.
(i) Capital Contributions by Sections 6(a), 7, 9 and 10 and
Allegheny to AYP Capital Rule 45(b)(1)
(ii) Investment in Envirotech Section 9(c)(3)
Partnership
AYP Capital believes that the investment in the Envirotech Partnership
is exempted from the requirements of Section 9(a) of the Act pursuant to
Section 9(c)(3) thereof, in that (i) AYP Capital is proposing to acquire
securities in the "ordinary course of the business" of a registered holding
company and its subsidiaries, and (ii) such investment will not be detrimental
to the public interest or the interest of investors and consumers. Further,
as a result of the proposed transaction, the Envirotech Partnership will not
be or become an "affiliate" of AYP Capital within the meaning of Section
2(a)(11) of the Act.
<PAGE>
The proposed investment in the Envirotech Partnership is in the
"ordinary course of business" of Allegheny and its electric utility
subsidiaries in that it will contribute to the development, application, and
commercialization of technologies that will help to reduce greenhouse gas
emissions, promote new and more efficient uses for electricity, and promote
the development and use of alternative fuels. These are reasonable
objectives, if not responsibilities, of all electric utilities. Further, the
benefits that will flow from successful investments by the Envirotech
Partnership will be shared equally by all participants, without regard to
location, as well as by utility consumers, in the form of lower electricity
production costs and the availability on commercially reasonable terms of more
efficient and hence less costly energy consumption equipment, and by enhancing
electric utilities' ability to compete with other energy suppliers for
customers in existing markets.
In the alternative, should the Commission determine that the investment
in the Envirotech Partnership is not exempt from Section 9(a) by reason of
Section 9(c)(3), then AYP Capital believes that the standards of Section 10 of
the Act, as applied to the proposed investment in the Envirotech Partnership,
will nevertheless be satisfied, and therefore requests an order approving the
proposed transaction under Section 10. In this connection, there is no basis
for the Commission to make any adverse determination under Section 10(b).
Moreover, for the reasons stated above, the activities of the Envirotech
Partnership, viewed in terms of its defined objectives and investment
criteria, are reasonably incidental to and economically necessary and
appropriate to the operations of a registered electric utility holding company
<PAGE>
system. Hence, the proposed acquisition will not be detrimental to the
carrying out of the provisions of Section 11 within the contemplation of
Section 10(c)(1).
Item 4. Regulatory Approval.
The transaction proposed herein is not subject to the jurisdiction of
any State commission or of any federal commission other than the Securities
and Exchange Commission.
Item 5. Procedure.
Applicants request that the Commission's order be issued as soon as the
rules allow, and that there be no thirty-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective. Applicants hereby waive a recommended decision by a hearing
officer or other responsible officer of the Commission and hereby consent that
the Division of Investment Management may assist in the preparation of the
Commission's decision and/or order in this matter unless such Division opposes
the matters covered hereby.
Item 6. Exhibits and Financial Statements.
(a) Exhibits.
A EnviroTech Investment Fund I Limited Partnership-
Partnership Agreement (to be filed by amendment).
<PAGE>
B None.
C None.
D None.
E None.
F Opinion of Counsel (to be filed by amendment).
H Form of Notice.
(b) Financial Statements.
None.
Item 7. Information as to Environmental Effects.
(a) In light of the nature of the proposed transactions, as described
in Item 1 hereof, the Commission's action in this matter will not
constitute any major federal action significantly affecting the
quality of the human environment.
(b) No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed
transactions.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
AYP CAPITAL, INC.
NANCY H. GORMLEY
Nancy H. Gormley
Counsel
ALLEGHENY POWER SYSTEM, INC.
NANCY H. GORMLEY
Dated: October 19, 1994 Nancy H. Gormley
Vice President
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- : )
Allegheny Power System, Inc. and AYP Capital, Inc.
Notice of Proposed Capital Contributions
and Investment in Limited Partnership
Allegheny Power System, Inc, 12 East 49th Street, New York, New York
10017 ("Allegheny"), a registered holding company, and AYP Capital, Inc., 12
East 49th Street, New York, New York 10017 ("AYP Capital"), its wholly-owned
non-utility subsidiary, have filed an Application or Declaration pursuant to
Sections 6(a), 7, 9 and 10 of the Public Utility Holding Company Act of 1935
and Rule 45(b)(1) thereunder.
Allegheny and AYP Capital propose an investment by Allegheny in AYP
Capital, from time to time through December 31, 2002, in the form of cash
contributions not to exceed $5 million to fund AYP Capital's proposed
acquisition, as a limited partner ("Limited Partner"), of up to 10% of the
interests of all limited partners in Envirotech Investment Fund I Limited
Partnership), but in no event shall AYP Capital's investment be more than $5
million.
By Order dated July 14, 1994 (HCAR 26085), the Securities and Exchange
Commission authorized Allegheny to organize and acquire AYP Capital, and
authorized AYP Capital to engage in preliminary development activities in
connection with exempt wholesale generators and companies involved in new
technologies related to the core business of Allegheny.
<PAGE>
From time to time through December 31, 2002, AYP Capital proposes to
acquire a limited partnership interest in the Envirotech Partnership of
up to 10% of the interests of all limited partners, but in no event
shall AYP Capital's investment be more than $5 million. The sole general
partner of the Envirotech Partnership (the"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 leading venture capital investment firm having a staff of more
than 50 professionals and over $1 billion in capital under management. AIC
has had extensive experience managing other technology oriented investments in
the energy and environmental sectors. The interest to be acquired by AYP
Capital will represent not more than 10% of the interests of all Limited
Partners of the Envirotech Partnership, but in no event shall AYP Capital's
investment be more than $5 million.
The Envirotech Partnership is being formed to invest in companies (each
a "Portfolio Company") commercializing electrotechnologies and renewable
energy technologies that promote environmental and economic responsibility.
These investments will support the electric utility industry's efforts under
the "Climate Challenge," a cornerstone in the Administration's Climate Change
Action Plan.[1] The "Climate Challenge" is intended to demonstrate that
voluntary efforts can, cost effectively, achieve both economic and
environmental gains.
[1]See Section 1602(d), Title XVI - Energy Policy Act of 1992, which
provides that the Secretary of Energy shall, in his annual least-cost energy
strategy, identify Federal priorities, including policies that implement more
efficient use of fossil fuels, increase energy efficiency, encourage new
technologies that generate lower levels of greenhouse gases, promote the use
or renewable energy resources, and encourage investment in energy efficiency
equipment and technologies, among others.
<PAGE>
Specifically, a key objective of the Envirotech Partnership is to make
investments that will contribute to the reduction, avoidance or sequestering
of greenhouse gas emissions; help utilities and their customers handle waste
by-products 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, including photovoltaic, biomass, and wind power
technologies; environmental and waste treatment technologies and services,
including electrotechnologies used in waste and water treatment and waste
management, waste reduction and recycling/recovery; energy efficiency
technologies, processes and services, including heating, ventilation and air
conditioning equipment, induction heating technologies, high efficiency
lighting technologies, energy storage, and motor efficiency technologies;
electrotechnologies used in the reduction of medical waste, including plasma,
pyrolysis and microwave processing; technologies and processes promoting
alternative energy for transportation, including electric-powered vehicles and
related components, such as fuel cells; and other technologies related to
improving the generation, transmission and delivery of electricity, including
automated meter reading, distribution transformers, thyristor technologies,
active noise cancellation, energy storage systems and interactive energy
management systems.
<PAGE>
The Envirotech Partnership will invest in companies at all stages of
development to diversify the portfolio while achieving the best match of
environmental and economic results. There will be a minimum of investment in
start-up companies, with most investments being in early and late expansion-
stage development opportunities.
The Envirotech Partnership will provide its utility investors with a
range of non-financial benefits in addition to generating an attractive
financial return on investment. Among other non-financial benefits, the
Limited Partners will be provided an estimate of the potential energy savings
and potential reduction of CO[2] emissions associated with each portfolio
investment in a format that would allow them to report these items in
accordance with Section 1605(b) of the Energy Policy Act of 1992. Further,
whenever appropriate, AIC will facilitate interactions between Limited
Partners and the Envirotech Partnership's Portfolio Companies. Finally,
through their involvement in the Envirotech Partnership, Limited Partners will
have the opportunity to gain experience and participate in new emerging
markets and business sectors relevant to their industry.
The formation of the Envirotech Partnership is being coordinated by the
Edison Electric Institute ("EEI"), a non-profit industry-wide membership
organization comprised of electric utility companies throughout the United
States. The Limited Partners will be EEI member companies and their
affiliates, subsidiaries, parent holding companies or qualified pension or
<PAGE>
profit-sharing plans sponsored by such companies. The targeted size of the
Envirotech Partnership's investment pool is $75 million to $100 million, with
a minimum commitment of $25 million necessary for the initial closing.
The term of the Envirotech Partnership shall be for 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 66-2/3% of
the combined capital contributions of all Limited Partners (Partnership
Agreement, Section 6.1). The Partnership Agreement provides that, not later
than the date of becoming a Limited Partner of the Envirotech Partnership,
each Limited Partner shall contribute to the capital of the Envirotech
Partnership up to 10% of the capital commitment of such Limited Partner. The
balance of each Limited Partner's capital commitment shall be due from time to
time through the seventh anniversary of the final closing (i.e., not later
than January 31, 2002, as such date may be extended) in installments of not
less than 5% nor more than 25% thereof, as determined by the General Partner
(Partnership Agreement, Section 3.1).
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 (Partnership
Agreement, Section 2.1(a)). Among other powers, the General Partner shall
have discretion to invest the Partnership's fund in accordance with investment
guidelines set forth in the charter (Appendix B to the Partnership Agreement).
The investment guidelines set forth criteria on approved types of
technologies, size of investment, and portfolio diversification. In addition,
the investment guidelines require consideration of non-financial public policy
<PAGE>
criteria, including assessments of the likelihood of reducing greenhouse gas
and other emissions, of reducing costs and increasing efficiencies to
customers of products incorporating selected technologies, and of enabling
electric utilities to remain competitive in existing markets. 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 (Partnership Agreement, Section 1.5(b)).
Among other limitations on investment activities, the General Partner
may not cause or permit the Envirotech Partnership to invest more than 7.5% of
the Envirotech Partnership's total capital commitments in any single Portfolio
Company; invest more than 5% of the total capital commitments in securities of
Portfolio Companies that are readily tradeable on established securities
markets; or invest in hostile takeover transactions or in highly leveraged
buy-outs (Partnership Agreement, Section 2.1(c)). In addition, certain
limitations on the investment authority of the General Partner would apply
following a "substantial change in management" of the General Partner
(Partnership Agreement, Section 2.1(b)).
An advisory board comprised of the Limited Partners and EEI shall meet
semi-annually with the General Partner to review general matters of investment
policy, but will have no authority to bind the Envirotech Partnership or take
part in its management (Partnership Agreement, Section 1.7).
Under the terms of the Partnership Agreement, in consideration of its
services to the Envirotech Partnership, the General Partner will be paid an
<PAGE>
annual management fee equal to 2-1/2% of the total amount of the capital
commitments of the partners through the first six (6) years, thereafter
declining by 1/4 of 1% on each anniversary to 1.5% commencing on the ninth
anniversary date (Partnership Agreement, Section 2.3). 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.
The Limited Partners shall have no authority to remove the General
Partner. However, the General Partner shall be deemed removed (unless waived
by the affirmative vote of Limited Partners representing at least 75% of the
total capital contributions of all Limited Partners) following the occurrence
of certain specified events, including a final determination by a court of
competent jurisdiction that the General Partner is guilty of any gross
negligence, willful malfeasance, fraud, material breach of its fiduciary duty
to the Partnership or the Limited Partners or bad faith, or any "substantial
change in the management" of the General Partner (Partnership Agreement,
Section 6.3(e)). Following any resignation or removal of the General Partner,
the Limited Partners may agree to continue the Partnership by selecting a
substitute General Partner (Partnership Agreement, Section 6.3(c)).
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 among the Limited Partners and 20% to
the General Partner (Partnership Agreement, Section 3.3). One hundred percent
<PAGE>
(100%) of all cash distributions to the partners shall be made first to the
Limited Partners until such time as the Limited Partners shall have received
aggregate distributions equal to the aggregate of their respective capital
contributions, and thereafter 20% to the General Partner and 80% to the
Limited Partners (Partnership Agreement, Section 3.4). Distributions in kind
of the securities of Portfolio Companies that are listed on or otherwise
traded in a recognized over-the-counter or unlisted securities market may be
made at the option of the General Partner (Partnership Agreement, Section
3.5). To the extent needed, AYP Capital requests authority to sell any such
Portfolio Company securities received as a distribution in kind.
This application and any 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 , 1994, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, and serve a copy on the Applicant 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 application, as filed or as it may be amended,
may be granted.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
