Post-Effective Amendment No. 16 to
SEC File No. 70-7727
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
ENERGY INITIATIVES, INC. ("EI")
One Upper Pond Road
Parsippany, New Jersey 07054
(Names of companies filing this statement and addresses
of principal executive offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of applicants)
T.G. Howson, Vice President Douglas E. Davidson, Esq.
and Treasurer Berlack, Israels & Liberman LLP
M. A. Nalewako, Secretary 120 West 45th Street
GPU Service Corporation New York, New York 10036
100 Interpace Parkway
Parsippany, New Jersey 07054
B. L. Levy, President
K. A. Tomblin, Esq., Secretary
Energy Initiatives, Inc.
One Upper Pond Road
Parsippany, New Jersey 07054
(Names and addresses of agents for service)<PAGE>
GPU and EI hereby post-effectively amend their
Application on Form U-1, docketed in SEC File No. 70-7727, as
heretofore amended, as follows:
A. By Orders dated June 14, 1995 (HCAR No. 35-26307),
December 28, 1994 (HCAR No. 35-26205), September 12, 1994 (HCAR
No. 35-26123), December 18, 1992 (HCAR No. 35-25715), and June
16, 1990 (HCAR No. 35-25108) (collectively, the "Orders"), the
Commission, among other things, authorized EI to engage in
preliminary project development and administrative activities
("Project Activities") in connection with its investments in (i)
qualifying cogeneration facilities, as defined in the Public
Utility Regulatory Policies Act of 1978 ("PURPA"), located
anywhere in the United States, (ii) small power production
facilities, as defined in PURPA (collectively, "QFs"), and exempt
wholesale generators, as defined in Section 32 of the Act
("EWGs"), and (iii) foreign utility companies ("FUCOs"), as
defined in Section 33 of the Act.
B. The Orders also authorized GPU from time to time
through December 31, 1997 to: (i) make capital contributions to
EI; (ii) enter into letter of credit reimbursement agreements
("Reimbursement Agreements") and guarantees or similar
obligations ("Guarantees") to secure EI's agreement with any
person (including without limitation project lenders) in
connection with EI's Project Activities and the acquisition of
ownership or participation interests in projects; (iii) guarantee
the securities or other obligations of EWGs and FUCOs; and (iv)
assume liabilities of EWGs and FUCOs. The aggregate amount which
GPU was permitted to contribute to EI, together with the
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outstanding face or principal amount of the Reimbursement
Agreement and Guarantee obligations, and liabilities assumed,
could not exceed $200 million ("Contribution Cap"). The Orders
also authorized EI to enter into Reimbursement Agreements and
Guarantees, and to assume liabilities of EWGs and FUCOs, in an
aggregate amount of up to $30 million from time to time through
December 31, 1997 ("EI Guarantee Cap").
C. The Orders also authorized EI to issue, sell and
renew from time to time through December 31, 1997 its promissory
notes evidencing short-term borrowings from commercial banks and
other financial institutions, in an aggregate principal amount at
any time outstanding (together with the aggregate amount of
obligations outstanding under Reimbursement Agreements and
Guarantees entered into, and liabilities assumed, by EI) not
exceeding the EI Guarantee Cap ("Notes"), and permitted GPU to
guarantee the Notes ("Note Guarantees").
D. As of June 30, 1995, GPU had made cash capital
contributions to EI, and had outstanding Reimbursement Agreement
and Guarantee obligations, and liabilities assumed, of
approximately $29 million, pursuant to the December 28, 1994
Order. As of such date EI had not entered into any Reimbursement
Agreements or Guarantees or assumed any liabilities pursuant to
the Orders. (Pursuant to amendments to Rules 52(b) and 45(b)(4)
effective June 28, 1995, cash capital contributions by GPU to EI
are now exempt from Section 9(a) and Rule 45, and borrowings by
EI pursuant to Notes are now exempt from Section 6(a);
accordingly, such transactions are no longer subject to the
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limitation of the Contribution Cap and the EI Guarantee Cap,
respectively. See HCAR No. 35-26311.)
E. GPU and EI now propose to (i) increase the
Contribution Cap to $500 million, (ii) expand the purposes for
which GPU may enter into Guarantees, subject to the limitation of
the Contribution Cap, to include Guarantees of bank or other
borrowings by EI, as described below; (iii) relinquish the
authorization with respect to GPU Note Guarantees; and (iv)
increase the EI Guarantee Cap to $50 million. GPU and EI believe
such expanded authorization is necessary and appropriate to
sustain EI's growth and to provide EI with sufficient financial
resources and flexibility in order to further its business of
developing, acquiring, owning and operating power production and
associated facilities and assets both domestically and
internationally.
F. As stated in the Orders, the term of each
Guarantee, and any letter of credit ("L/C") backed by a GPU or
EI Reimbursement Agreement, would not exceed 25 years. Drawings
under each L/C would bear interest at not more than 5% above the
prime rate as in effect from time to time, and letter of credit
fees would not exceed 1% annually of the face amount of the L/C.
G. (1) Borrowings by EI with respect to which GPU
may issue a Guarantee, as described in paragraph E(ii) above,
would be in the form of bank or other institutional borrowings
("Institutional Borrowings"), commercial paper ("Commercial
Paper"), or notes sold in a private placement ("Notes") under the
Securities Act of 1933 ("1933 Act"). Institutional Borrowings
would mature not later than five years after issuance, bear
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interest at a rate not in excess of (i) 250 basis points above
the greater of (A) the lending bank's or other recognized prime
rate and (B) 50 basis points above the federal funds rate, (ii)
400 basis points above the specified London Interbank Offered
Rate plus any applicable reserve requirement, or (iii) a
negotiated fixed rate which, in any event, would not exceed 500
basis points above the 30 year "current coupon" treasury bond
rate. Such borrowings would be prepayable only to the extent
provided therein. In addition, such borrowings would be
unsecured and would not be made as part of any public offering.
Borrowings may be made pursuant to loan agreements or lines of
credit established by EI with commercial banks or other
institutions. Such agreements or lines of credit may include a
letter of credit facility. Drawings on an L/C would bear
interest at rates not exceeding the interest rates described
above in this paragraph G(1), and EI may be required to pay the
issuing bank a letter of credit fee not exceeding 1% per annum of
the face amount of the L/C.
(2) Commercial Paper sold by EI would be issued in
denominations of $100,000 or multiples thereof with maturities of
up to 270 days and would not be prepayable prior to maturity.
Commercial Paper would be sold directly to one or more commercial
paper dealers at a discount rate prevailing at the date of
issuance for commercial paper of comparable quality and of the
particular maturity sold by other issuers of commercial paper.
Commercial Paper will be reoffered by the purchasing dealer or
dealers to institutional investors at a discount of not more than
1/8 of 1% per annum less than the prevailing discount rate to EI.
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The Commercial Paper dealers will offer and resell the Commercial
Paper to not more than a total of 200 of their respective
customers, identified and designated in a non-public list
("Closed List")preparedbyeach suchdealerin advanceforthispurpose.
EI may also utilize the services of one or more
commercial paper placement agents ("Placement Agent") through
whom they would sell their Commercial Paper directly to one or
more institutional investors included on the Placement Agent's
Closed List (as it may be amended) which would not exceed 200
such investors. The Placement Agent would arrange for the sale
of Commercial Paper and would be compensated for its services out
of the discount on the sale.
(3) Notes would be sold by EI directly to one or
more financial institutions in a private placement, or to one or
more underwriters for resale to qualified institutional buyers
pursuant to Rule 144A under the 1933 Act. The Notes would be
unsecured, have maturities not exceeding 20 years, and would bear
interest at a fixed rate not to exceed the sum of the yield to
maturity of an actively traded U.S. treasury bond with a maturity
equal to the maturity of the Notes plus 600 basis points. A
placement agent would arrange for the sale of the Notes issued in
a private placement, and would be compensated for its services by
payment of a fee not to exceed 3% of the face amount of the Notes
issued and sold. EI would compensate an underwriter in a Rule
144A sale of Notes through a discount on the sale.
(4) The proceeds from the Institutional
Borrowings, Commercial Paper or Notes as proposed herein will be
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used by EI to finance its business, including to finance the
acquisition of securities of EWGs and FUCOs. EI believes that
having the flexibility to provide a GPU Guarantee will enable it
to reduce the interest costs of these borrowings.
(5) The authorization requested herein with
respect to Guarantees of Institutional Borrowings, Commercial
Paper and Notes is intended to supersede and replace the
authorization heretofore granted in respect of GPU Note
Guarantees. Accordingly, effective upon receipt of the
supplemental Commission order requested herein, GPU would
relinquish any remaining authorization in respect of Note
Guarantees.
H. GPU and EI submit that all of the criteria of
Rules 53 and 54 under the Act with respect to the issuance of
Guarantees and Reimbursement Agreements by GPU and EI are
satisfied.
(i) The average consolidated retained earnings
for GPU and its subsidiaries, as reported for the four
most recent quarterly periods in GPU's Annual Report on
Form 10-K for the year ended December 31, 1994 and
Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1994, March 31, 1995 and June 30, 1995,
as filed under the Securities Exchange Act of 1934, was
approximately $1.82 billion. At the date hereof, GPU
had invested, or committed to invest, directly or
indirectly, an aggregate of approximately $60.4 million
in EWGs and $344,000 in FUCOs, representing
approximately 3% of such average consolidated retained
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earnings. GPU's aggregate investments in EWGs and
FUCOs, including amounts invested pursuant to all other
outstanding or pending authorizations ($200 million in
SEC File No. 70-8593, $130 million in SEC File No. 70-
8455 and $200 million in SEC File No. 70-7926),
together with the authorization requested herein, will
not at any time exceed the 50% limitation in Rule 53.
(ii) GPU maintains books and records to identify
investments in, and earnings from, each EWG and FUCO in
which it directly or indirectly holds an interest. (A)
For each United States EWG in which GPU directly or
indirectly holds an interest:
(1) the books and records for such EWG
will be kept in conformity with United States
generally accepted accounting principles ("GAAP");
(2) the financial statements will be
prepared in accordance with the GAAP; and
(3) GPU directly or through its
subsidiaries undertakes to provide the Commission
access to such books and records and financial
statements as the Commission may request.
(B) For each FUCO or foreign EWG which is a
majority-owned subsidiary of GPU:
(1) the books and records for such
subsidiary will be kept in accordance with GAAP;
(2) the financial statements for such
subsidiary will be prepared in accordance with
GAAP; and
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(3) GPU directly or through its
subsidiaries undertakes to provide the Commission
access to such books and records and financial
statements, or copies thereof in English, as the
Commission may request.
(C) For each FUCO or foreign EWG in which
GPU owns 50% or less of the voting securities, GPU directly
or through its subsidiaries will proceed in good faith, to
the extent reasonable under the circumstances, to cause
(1) such entity to maintain books and
records in accordance with GAAP;
(2) the financial statements of such entity
to be prepared in accordance with GAAP; and
(3) access by the Commission to such books
and records and financial statements (or copies
thereof) in English as the Commission may request
and, in any event, will provide the Commission on
request copies of such materials as are made
available to GPU and its subsidiaries. If and to
the extent that such entity's books, records or
financial statements are not maintained in
accordance with GAAP, GPU will, upon request of
the Commission, describe and quantify each
material variation therefrom as and to the extent
required by subparagraphs (a) (2) (iii) (A) and
(a) (2) (iii) (B) of Rule 53.
(iii) No more than 2% of GPU's domestic public
utility subsidiaries will render any services, directly or
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indirectly, to any EWG or FUCO in which GPU directly or
indirectly holds an interest.
(iv) Copies of this Application on Form U-1 are
being provided to the New Jersey Board of Public Utilities,
the Pennsylvania Public Utility Commission and the New York
Public Service Commission, the only federal, state or local
regulatory agencies having jurisdiction over the retail
rates of GPU's electric utility subsidiaries. In addition,
GPU will submit to each such commission copies of any Rule
24 certificates required hereunder, as well as a copy of
Item 9 of GPU's Form U5S and Exhibits G and H thereof
(commencing with the Form U5S to be filed for the calendar
year in which the authorization herein requested is
granted).
(v) None of the provisions of paragraph (b) of
Rule 53 render paragraph (a) of that Rule unavailable for
the proposed transactions.
(A) Neither GPU nor any subsidiary of GPU is
the subject of any pending bankruptcy or similar
proceeding.
(B) GPU's average consolidated retained
earnings for the four most recent quarterly
periods (approximately $1.82 billion) represented
a decrease of approximately $20 million (or
approximately 1.1%) in the average consolidated
retained earnings for the previous four quarterly
periods (approximately $1.84 billion).
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(C) GPU did not incur operating losses from
direct or indirect investments in EWGs and FUCOs
in 1994 in excess of 5% of GPU's consolidated
retained earnings.
I. The estimated fees, commissions and expenses
expected to be incurred in connection with the proposed trans-
actions will be supplied by further post-effective amendment.
J. Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 45, 52, 53 and 54 thereunder are applicable to the
transactions proposed herein.
K. No state commission has jurisdiction with respect
to any aspect of the proposed transactions and, assuming your
Commission authorizes and approves all aspects of the
transactions (including the accounting therefor), no Federal
commission other than your Commission has jurisdiction with
respect to any aspect thereof.
L. It is requested that the Commission issue an order
with respect to the transactions proposed herein at the earliest
practicable date but, in any event, not later than October 12,
1995. It is further requested that (i) there not be a
recommended decision by an Administrative Law Judge or other
responsible officer of the Commission, (ii) the Office of Public
Utility Regulation be permitted to assist in the preparation of
the Commission's decision, and (iii) there be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
M. The following exhibits and financial statements
are filed in Item 6 hereof:
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(a) Exhibits:
F-1(d) - Opinion of Berlack, Israels & Liberman
LLP -- to be filed by further post-
effective amendment.
F-2 - Opinion of Ballard Spahr Andrews &
Ingersoll -- to be filed by further
post-effective amendment.
G - Financial Data Schedule -- to be filed
by further post-effective amendment
H - Proposed form of public notice.
(b) Financial Statements:
1-A - EI Consolidated Balance Sheets, actual
and pro forma, as at June 30, 1995 and
Consolidated Statement of Operations and
Accumulated Deficit, actual and pro
forma, for the twelve months ended June
30, 1995; pro forma journal entries --
to be filed by further post-effective
amendment.
1-B - GPU (Corporate) Balance Sheets, actual
and pro forma, as at June 30, 1995 and
Consolidated Statements of Income and
Retained Earnings, actual and pro forma,
for the twelve months ended June 30,
1995; pro forma journal entries -- to be
filed by further post-effective
amendment.
2 - GPU Consolidated Financial Statements
have been omitted since they are not
materially affected by the proposed
transaction.
3 - Not Applicable.
4 - Statement of Material Changes since the
date of the balance sheets which are not
reflected in the notes to the financial
statements - None.
N. The proposed transactions will be carried out for
the purpose of financing EI's business activities. As such, the
issuance of an order by your Commission with respect to the
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proposed transactions which are the subject hereof is not a major
Federal action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions which are the subject hereof.
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS POST-EFFECTIVE AMENDMENT TO BE SIGNED ON THEIR BEHALF
BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
By: ________________________________
T.G. Howson
Vice President and Treasurer
ENERGY INITIATIVES, INC.
By:______________________________
B. L. Levy, President
Date: September ___, 1995<PAGE>
EXHIBIT TO BE FILED BY EDGAR
Exhibit:
H - Proposed form of public notice.<PAGE>
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-__________; 70-7727)
GENERAL PUBLIC UTILITIES CORPORATION, et al.
General Public Utilities Corporation ("GPU"), 100 Interpace
Parkway, Parsippany, New Jersey 07054, a registered holding
company ("GPU"), and Energy Initiatives, Inc. ("EI"), One Upper
Pond Road, Parsippany, New Jersey 07054, a non-utility subsidiary
of GPU, have filed a post-effective amendment under Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 45, 52, 53 and
54 thereunder.
By Orders dated June 14, 1995 (HCAR No. 35-26307), December
28, 1994 (HCAR No. 35-26205), September 12, 1994 (HCAR No. 35-
26123), December 18, 1992 (HCAR No. 35-25715), and June 16, 1990
(HCAR No. 35-25108) (collectively, the "Orders"), the Commission,
among other things, authorized EI to engage in preliminary
project development and administrative activities ("Project
Activities") in connection with its investments in (i) qualifying
cogeneration facilities, as defined in the Public Utility
Regulatory Policies Act of 1978 ("PURPA"), located anywhere in
the United States, (ii) small power production facilities, as
defined in PURPA (collectively, "QFs"), and exempt wholesale
generators, as defined in Section 32 of the Act ("EWGs"), and
(iii) foreign utility companies ("FUCOs"), as defined in Section
33 of the Act.
The Orders also authorized GPU from time to time through
December 31, 1997 to: (i) make capital contributions to EI; (ii)
-1-<PAGE>
enter into letter of credit reimbursement agreements
("Reimbursement Agreements") and guarantees or similar
obligations ("Guarantees") to secure EI's agreement with any
person (including without limitation project lenders) in
connection with EI's Project Activities and the acquisition of
ownership or participation interests in projects; (iii) guarantee
the securities or other obligations of EWGs and FUCOs; and (iv)
assume liabilities of EWGs and FUCOs. The aggregate amount which
GPU was permitted to contribute to EI, together with the
outstanding face or principal amount of the Reimbursement
Agreement and Guarantee obligations, and liabilities assumed,
could not exceed $200 million ("Contribution Cap"). The Orders
also authorized EI to enter into Reimbursement Agreements and
Guarantees, and to assume liabilities of EWGs and FUCOs, in an
aggregate amount of up to $30 million from time to time through
December 31, 1997 ("EI Guarantee Cap").
The Orders also authorized EI to issue, sell and renew from
time to time through December 31, 1997 its promissory notes
evidencing short-term borrowings from commercial banks and other
financial institutions, in an aggregate principal amount at any
time outstanding (together with the aggregate amount of
obligations outstanding under Reimbursement Agreements and
Guarantees entered into, and liabilities assumed, by EI) not
exceeding the EI Guarantee Cap ("Notes"), and permitted GPU to
guarantee the Notes ("Note Guarantees").
As of June 30, 1995, GPU had made cash capital contributions
to EI, and had outstanding Reimbursement Agreement and Guarantee
obligations, and liabilities assumed, of approximately $29
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million, pursuant to the December 28, 1994 Order. As of such
date EI had not entered into any Reimbursement Agreements or
Guarantees or assumed any liabilities pursuant to the Orders.
(Pursuant to amendments to Rules 52(b) and 45(b)(4) effective
June 28, 1995, cash capital contributions by GPU to EI are now
exempt from Section 9(a) and Rule 45, and borrowings by EI
pursuant to Notes are now exempt from Section 6(a); accordingly,
such transactions are no longer subject to the limitation of the
Contribution Cap and the EI Guarantee Cap, respectively. See
HCAR No. 35-26311.)
GPU and EI now propose to (i) increase the Contribution Cap
to $500 million, (ii) expand the purposes for which GPU may enter
into Guarantees, subject to the limitation of the Contribution
Cap, to include Guarantees of bank or other borrowings by EI, as
described below; (iii) relinquish the authorization with respect
to GPU Note Guarantees; and (iv) increase the EI Guarantee Cap to
$50 million. GPU and EI believe such expanded authorization is
necessary and appropriate to sustain EI's growth and to provide
EI with sufficient financial resources and flexibility in order
to further its business of developing, acquiring, owning and
operating power production and associated facilities and assets
both domestically and internationally.
As stated in the Orders, the term of each Guarantee, and
any letter of credit ("L/C") backed by a GPU or EI Reimbursement
Agreement, would not exceed 25 years. Drawings under each L/C
would bear interest at not more than 5% above the prime rate as
in effect from time to time, and letter of credit fees would not
exceed 1% annually of the face amount of the L/C.
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Borrowings by EI with respect to which GPU may issue a
Guarantee would be in the form of bank or other institutional
borrowings ("Institutional Borrowings"), commercial paper
("Commercial Paper"), or notes sold in a private placement
("Notes") under the Securities Act of 1933 ("1933 Act").
Institutional Borrowings would mature not later than five years
after issuance, bear interest at a rate not in excess of (i) 250
basis points above the greater of (A) the lending bank's or other
recognized prime rate and (B) 50 basis points above the federal
funds rate, (ii) 400 basis points above the specified London
Interbank Offered Rate plus any applicable reserve requirement,
or (iii) a negotiated fixed rate which, in any event, would not
exceed 500 basis points above the 30 year "current coupon"
treasury bond rate. Such borrowings would be prepayable only to
the extent provided therein. In addition, such borrowings would
be unsecured and would not be made as part of any public
offering. Borrowings may be made pursuant to loan agreements or
lines of credit established by EI with commercial banks or other
institutions. Such agreements or lines of credit may include a
letter of credit facility. Drawings on an L/C would bear
interest at rates not exceeding the interest rates described
above in this paragraph, and EI may be required to pay the
issuing bank a letter of credit fee not exceeding 1% per annum of
the face amount of the L/C.
Commercial Paper sold by EI would be issued in denominations
of $100,000 or multiples thereof with maturities of up to 270
days and would not be prepayable prior to maturity. Commercial
Paper would be sold directly to one or more commercial paper
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dealers at a discount rate prevailing at the date of issuance for
commercial paper of comparable quality and of the particular
maturity sold by other issuers of commercial paper. Commercial
Paper will be reoffered by the purchasing dealer or dealers to
institutional investors at a discount of not more than 1/8 of 1%
per annum less than the prevailing discount rate to EI. The
Commercial Paper dealers will offer and resell the Commercial
Paper to not more than a total of 200 of their respective
customers, identified and designated in a non-public list
("Closed List") prepared by each such dealer in advance for this
purpose.
EI may also utilize the services of one or more commercial
paper placement agents ("Placement Agent") through whom they
would sell their Commercial Paper directly to one or more
institutional investors included on the Placement Agent's Closed
List (as it may be amended) which would not exceed 200 such
investors. The Placement Agent would arrange for the sale of
Commercial Paper and would be compensated for its services out of
the discount on the sale.
Notes would be sold by EI directly to one or more financial
institutions in a private placement, or to one or more
underwriters for resale to qualified institutional buyers
pursuant to Rule 144A under the 1933 Act. The Notes would be
unsecured, have maturities not exceeding 20 years, and would bear
interest at a fixed rate not to exceed the sum of the yield to
maturity of an actively traded U.S. treasury bond with a maturity
equal to the maturity of the Notes plus 600 basis points. A
placement agent would arrange for the sale of the Notes issued in
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a private placement, and would be compensated for its services by
payment of a fee not to exceed 3% of the face amount of the Notes
issued and sold. EI would compensate an underwriter in a Rule
144A sale of Notes through a discount on the sale.
The proceeds from the Institutional Borrowings, Commercial
Paper or Notes as proposed herein will be used by EI to finance
its business, including to finance the acquisition of securities
of EWGs and FUCOs. EI believes that having the flexibility to
provide a GPU Guarantee will enable it to reduce the interest
costs of these borrowings.
The authorization requested herein with respect to
Guarantees of Institutional Borrowings, Commercial Paper and
Notes is intended to supersede and replace the authorization
heretofore granted in respect of GPU Note Guarantees.
Accordingly, effective upon receipt of the supplemental
Commission order requested herein, GPU would relinquish any
remaining authorization in respect of Note Guarantees.
GPU and EI submit that all of the criteria of Rules 53 and
54 under the Act with respect to the issuance of Guarantees and
Reimbursement Agreements by GPU and EI are satisfied.
The post-effective amendment 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
__________, 1995, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the
applicants at the addresses above. Proof of service (by
affidavit, or in case of an attorney at law, by certificate)
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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 post-effective
amendment, as it may be amended, may be granted.
Jonathan G. Katz
Secretary
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<PAGE>
