File No. 70-8617
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
to
FORM U-1
APPLICATION-DECLARATION WITH RESPECT TO
PARTICIPATION BY
EUA ENERGY INVESTMENT CORPORATION
IN A JOINT VENTURE TO DEVELOP AND COMMERCIALIZE
A BIOMASS-FIRED COMBUSTION TURBINE POWER GENERATION
FACILITY
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EUA ENERGY INVESTMENT CORPORATION
P.O. Box 2333, Boston, Massachusetts 02107
EUA BIOTEN, INC.
750 West Center Street, West Bridgewater, MA 02379
(Names of companies filing this statement
and addresses of principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company
parent of applicant or declarant)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. Box 2333, Boston, Massachusetts 02107
(Name and address of agent for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
ARTHUR I. ANDERSON, P.C.
McDermott, Will & Emery
75 State Street
Boston, Massachusetts 02109
This Post-Effective Amendment No. 4 ("Post-Effective Amendment #4")
supplements and amends the Application-Declaration on Form U-1 filed by EUA
Energy Investment Corporation ("EEIC") on April 27, 1995, as subsequently
amended by Amendment No. 1 dated May 17, 1995, Amendment No. 2 dated June
19, 1995, Amendment No. 3 dated June 21, 1995, Post-Effective Amendment No.
1 dated October 4, 1996, Post-Effective Amendment No. 2 dated November 8,
1996 and Post-Effective Amendment No. 3 dated November 14, 1996 (the
"Application-Declaration"). EUA BIOTEN, Inc. ("EUA BIOTEN"), a
Massachusetts corporation and a wholly-owned subsidiary of EEIC, hereby
joins as an additional Applicant in this Application-Declaration. EEIC and
EUA BIOTEN are sometimes referred to hereinafter each as an "Applicant" and
collectively as the "Applicants".
ITEM 1. Description of Proposed Transactions.
I. Introduction.
A. Prior Authorizations. By order dated June 21, 1995 (Release No.
35-26314), the Commission authorized (i) EEIC to form EUA BIOTEN, and (ii)
upon its formation, EUA BIOTEN to participate as one of two general
partners in BIOTEN Partnership, a then to-be-formed partnership for the
development and commercialization of biomass-fired combustion turbine power
generation facilities and products and/or services offered in connection
with such facilities, including the manufacture, fabrication, marketing,
sale and delivery of such facilities (collectively, "Business
Opportunities"). Additionally, the Commission authorized EEIC (a) to make
up to $3.907 million of capital contributions to BIOTEN Partnership upon
its formation, $1.907 million of which would be disbursed in connection
with the testing and development of a commercial prototype plant, and (b)
to provide BIOTEN Partnership, from time to time through December 31, 1998,
with a working capital line of credit of up to $3 million and an additional
contribution, at EEIC's discretion, of $2 million. EEIC (on behalf of the
then to-be-formed EUA BIOTEN) committed to own at all times no more than a
9.9% voting interest in BIOTEN Partnership. By order dated November 14,
1996 (Release No. 35-26604), the Commission authorized EEIC to increase the
working capital line of credit it provides to BIOTEN Partnership from $3
million to $6 million.
B. Background. On June 26, 1995, pursuant to a 1995 Agreement of
General Partnership (the "Partnership Agreement"), EUA BIOTEN and BIOTEN
LLC, a Tennessee limited liability company ("BIOTEN LLC"), formed BIOTEN
Partnership, a Tennessee general partnership ("BIOTEN Partnership").
Pursuant to the terms of the Partnership Agreement and based upon
additional contributions made and increases in the working capital provided
to BIOTEN Partnership by the Applicants, all as authorized by the
Commission orders described in Paragraph I.A above, EUA BIOTEN currently
owns a 49.5% profits interest and a 9.9% voting interest in BIOTEN
Partnership.
II. Overview of Proposed Transactions.
A. Initial Business Opportunity in India. The Applicants propose to
develop a Business Opportunity in India by designing, constructing,
installing, operating and maintaining three biomass-fired combustion
turbine power generation facilities using the BIOTEN Technology, each
comprising a combustion turbine offset combustor, electric generator heat
recovery steam generator and other associated equipment (each such
facility, a "BIOTEN Unit"), as provided in that certain draft Memorandum of
Understanding dated November __, 1997 (the "Memorandum of Understanding")
by and between BIOTEN Partnership and a Co-operative Society located in the
State of Maharashtra, India and registered with the Registrar of
Co-operatives, Government of Maharashtra ("First Customer"). The
Memorandum of Understanding is filed under request for confidential
treatment as Exhibit B-4 hereto. Each of the BIOTEN Units to be purchased
by First Customer in accordance with the terms of the Memorandum of
Understanding would be rated 5.8 MWE and 18-20 tons/hour of steam at one
(1) to three (3) Bar pressure, would be fueled by First Customer's
available biomass in the form of bagasse (a sugar cane by-product), and
would be purchased on a turnkey, fixed price basis for the price set forth
in the Memorandum of Understanding, such purchase price to be paid in
installments based upon the completion of agreed upon milestones. Title to
each of the BIOTEN Units would pass to First Customer prior to any sale of
electricity generated by such facility. Each of the BIOTEN Units purchased
by First Customer would be subject to commercial performance guarantees by
BIOTEN Partnership and payments would be adjusted based upon actual
performance deviations from the commercial performance guarantees, all as
provided in the Memorandum of Understanding.
The first BIOTEN Unit would serve as a demonstration facility
(the "Demo Unit") and its construction would be financed by BIOTEN
Partnership. Title to the Demo Unit would be transferred to First Customer
upon completion of the Demo Unit in exchange for a promissory note from
First Customer in favor of BIOTEN Partnership, the value of which would
increase at specified milestones to simulate the making of progress
payments that are financed by the promissory note (the "First Customer
Promissory Note"). BIOTEN Partnership expects that construction of the
Demo Unit would be completed and acceptance testing performed within twelve
months following the execution and commencement of funding under a
definitive construction agreement. Subject to the Demo Unit satisfying
agreed upon minimum performance criteria, work on the remaining two BIOTEN
Units would commence in early 2000 and be completed within sixteen months.
In the event the Demo Unit did not satisfy the minimum performance
criteria, BIOTEN Partnership would be obligated to remove the Demo Unit at
its expense, First Customer would have no obligation to purchase any BIOTEN
Units, and First Customer's obligations under the First Customer Promissory
Note would be cancelled. Upon First Customer's acceptance of the Demo
Unit, First Customer would assist BIOTEN Partnership's promotion of the
BIOTEN Technology worldwide by permitting site visits and participating in
other commercially reasonable promotion activities as agreed among BIOTEN
Partnership and First Customer.
BIOTEN Partnership would itself or through one or more
to-be-formed incorporated or unincorporated special purpose joint ventures
(each, a "Joint Venture") with nonassociate local stock corporations,
co-operatives or other entities or associations, contract with First
Customer and other purchasers of BIOTEN Units to provide engineering,
procurement and construction services, sales, installation and long term
operation and maintenance services, equipment and training support,
promotion and marketing services in connection with the BIOTEN Units.
BIOTEN Partnership and/or the Joint Ventures would contract with local
entities to manufacture equipment (subject to appropriate licensing
arrangements with respect to the BIOTEN Technology) and to provide sales,
construction, installation, operation and maintenance and other services to
First Customer and other purchasers of the BIOTEN Units. For the reasons
set forth in Section IV below and because the purchasers of the BIOTEN
Units would retain significant and principal responsibility in connection
with the operation of the BIOTEN Units, none of the activities or services
to be provided by BIOTEN Partnership and/or the Joint Ventures would
constitute ownership or operation of an electric utility company within the
meaning of Section 2(a)(3) of the Act. First Customer would remain
responsible, among other things, for the following in connection with the
operation and maintenance of the BIOTEN Units purchased by it: (i)
obtaining and maintaining all necessary permits and approvals required by
cooperative sugar mills in Maharashtra State (including, without
limitation, Vasantdata Sugar Institute-Pune and National Federation of
Cooperative Sugar Mills approvals, "Tender Offer" approval by the Sugar
Commission of Cooperative Mills, appropriate licenses to generate power
from the Industry Ministry, No Objection Certificates with respect to
compliance with Maharashtra State emissions standards, water consumption
and land use/zoning changes, and approval of foreign exchange transactions
by the Foreign Investment Promotion Board), (ii) providing bagasse or other
fuel sufficient to satisfy the agreed upon performance criteria, (iii)
maintaining a water supply sufficient for the operation of the First
Customer BIOTEN Units, (iv) disposing of ash by-product, (v) paying taxes,
(vi) maintaining and paying the premiums for insurance at agreed upon
levels, (vii) scheduling maintenance, (viii) scheduling load and output
requirements, and (ix) selling excess electricity to private third parties
and/or exporting it to the Maharashtra State Electricity Board grid. First
Customer would also be responsible for the preparation of bid documents and
participation in bidding processes in connection with the First Customer
BIOTEN Units, and would be required to obtain financing for the First
Customer BIOTEN Units other than the Demo Unit.
B. Development of Additional Business Opportunities. Upon
satisfactory completion of the Demo Unit and without further Commission
authorization, the Applicants propose to develop additional Business
Opportunities in India as well as in other countries throughout the world,
on terms and conditions similar to those for the First Customer BIOTEN
Units, subject to the working capital and capital contribution
authorizations requested in Section III below. Such activities may include
(i) the financing, construction and installation of one or more
demonstration facilities on substantially the terms and conditions set
forth in the second paragraph of Section II.A above with respect to the
Demo Unit, and (ii) the provision by BIOTEN Partnership and/or the Joint
Ventures of one or more of the following services in furtherance of such
Business Opportunities, all in accordance with the Applicants' Financial
Forecast (1998 - 2002) filed under a request for confidential treatment as
Financial Exhibit b-3 hereto: engineering, procurement and construction
services, sales, installation and long term operation and maintenance
services, equipment and training support, and promotion and marketing
services.
III. Requests for Authorizations.
A. Capital Contributions and Working Capital Lines of Credit. To
accomplish the transactions described in Sections II.A and B above, the
Applicants seek Commission authorization, through December 31, 2002, (i) to
increase the amount of the working capital line of credit which the
Applicants are currently authorized to provide to BIOTEN Partnership
pursuant to the Commission's Order dated October 18, 1996 from "up to $6
million" by an additional $7 million, and (ii) to make additional capital
contributions to BIOTEN Partnership in an aggregate amount of up to $5
million, as a result of which increased capital contributions EUA BIOTEN
would increase its voting interest and profits interest in BIOTEN
Partnership to seventy-five percent (75%) each, EUA BIOTEN would be
entitled to a $4 million Priority Return (as such term is defined in the
Partnership Agreement), and BIOTEN Partnership would become a subsidiary of
EUA BIOTEN within the meaning of Section 2(a)(8) of the Act.
B. BIOTEN Partnership Requests for Authorization. The Applicants
seek Commission authorization, through December 31, 2002, for BIOTEN
Partnership, upon becoming a subsidiary of EUA BIOTEN, to (i) provide
financing for the construction of the Demo Unit and for such other
demonstration facilities as are contemplated by the Financial Forecast set
forth at Financial Exhibit b-3, within the capitalization and financing
authorizations set forth in Section III.A above; and (ii) to enter into one
or more Joint Ventures in connection with the development of Business
Opportunities. Because the Joint Ventures will be special purpose entities
formed to provide specific services in connection with BIOTEN Units in
diverse geographic settings, the Applicants request the flexibility to
negotiate provisions appropriate to each such Joint Venture without further
Commission authorization, subject to the limitations of the financing
authorizations requested in this Post-Effective Amendment #4. The
Applicants also hereby request a determination pursuant to Section 13(b) of
the Act that transactions among BIOTEN Partnership and the Joint Ventures
be exempt from regulation under the Act for the reasons set forth below.
C. Provision of Services by Other System Companies. The Applicants
seek Commission authorization, through December 31, 2002, for each of the
Applicants and EUA Service Corporation (a non-utility company subsidiary of
Eastern Utilities Associates), to provide training and supervisory support,
marketing, administrative, financial, accounting and other services to
BIOTEN Partnership and the Joint Ventures in connection with the Business
Opportunities; provided, however, that such services as are rendered by
employees of the EUA System other than BIOTEN Partnership employees shall
be provided at cost in accordance with the provisions of Rules 90 and 91.
IV. Analysis.
For the reasons set forth in paragraphs IV.A through IV.C below, the
Applicants believe that the transactions proposed in this Post-Effective
Amendment #4 should be authorized.
A. By orders dated June 21, 1995 (Release No. 35-26314) and November
14, 1996 (Release No. 35-26604), EEIC was authorized, through its
nonutility subsidiary, EUA BIOTEN, and indirectly through BIOTEN
Partnership, to develop and commercialize technology relating to biomass-
fired combustion turbine power generation facilities and related products
and services. The November 14, 1996 order states BIOTEN Partnership's
anticipation of "significant market opportunities for small biomass plants
within the United States to provide an economic means to dispose sawdust,
and overseas to provide an inexpensive source of electricity where fossil
fuels are expensive or unavailable." The Applicants believe that the
Business Opportunities are consistent with, and in furtherance of, the
purposes set forth in Section 1201 of Title XII ("Renewable Energy") of the
Energy Policy Act of 1992.
B. Section 13(b) provides that the Commission may exempt,
conditionally or unconditionally, transactions pursuant to which a company
undertakes to perform services or construction work for, or sell goods to,
any associate company thereof which does not derive, directly or
indirectly, any material part of its income from sources within the United
States and which is not a public utility company operating within the
United States. Each of the proposed Joint Ventures will be formed with the
specific purpose of providing local services to one or more facilities
developed by BIOTEN Partnership in foreign countries and, as such, will
derive of all its income (except, possibly, de minimis interest income from
bank accounts located within the United States) from sources outside the
United States. Furthermore, by virtue of their foreign locations, none of
the proposed facilities will be public utility companies operating within
the United States.
C. Because the proposed activities and services of BIOTEN Partnership
and the Joint Ventures will not constitute ownership or operation of an
electric utility company, an exempt wholesale generator or a foreign
utility company and will be functionally related within the meaning of the
Act, the proposed activities and services should not be regulated activity.
Section 2(a)(3) of the Act defines an "electric utility company" as "any
company which owns or operates facilities for the generation, transmission
or distribution of electric energy for sale, other than sale to tenants or
employees of the company operating such facilities for their own use and
not for resale." Although First Customer has expressed its desire to
resell a portion of the electric energy to be generated by the First
Customer BIOTEN Units, neither BIOTEN Partnership nor the to-be-formed
Joint Ventures will maintain an ownership interest in any BIOTEN Unit
(other than BIOTEN Partnership's initial ownership interest in the Demo
Unit, which interest shall be transferred to First Customer upon completion
of acceptance testing and which transfer shall precede any resale of
electricity to be generated by the Demo Unit). Additionally, none of
BIOTEN Partnership nor any Joint Venture will have full operating
responsibility for any foreign BIOTEN Unit (See the second paragraph of
Section II.A above for a list of the operation responsibilities which are
to be reserved to First Customer; similar reservations will be made for
future purchasers of BIOTEN Units). In accordance with the reasoning set
forth in the Commission's No Action letters under Section 2(a)(3) of the
Act (see, e.g., Kenetech Windpower, Inc., April 10, 1994; Ebasco Services,
Inc., August 17, 1982; Colstrip Energy Limited Partnership, December 7,
1989; and University Technical Services, Inc. and JWP Maintenance and
Services, Inc., November 22, 1994), because BIOTEN Partnership and the
Joint Ventures will not have full operational responsibility for the
foreign BIOTEN Units, their activities should not be subject to regulation
pursuant to Section 2(a)(3) of the Act.
V. Quarterly Reports to be filed with the Commission.
EEIC will file quarterly reports with the Commission within ninety
(90) days of the end of each calendar quarter. These reports will include
the following information:
(1) A description of BIOTEN Partnership's activities;
(2) A statement of the amount of funds invested and open account
advances made by EEIC in and to BIOTEN Partnership during the quarter and 0
cumulative to date;
(3) A description of the services provided by the Applicants and EUA
Service Corporation if any, during the quarter and the type and number of
personnel assigned by EUA Service to achieve the reported activities;
(4) Financial statements including a balance sheet of BIOTEN
Partnership as at the quarterly reporting date, an income statement for the
quarter reporting, and a statement of cash flows.
Additionally, the Applicants agree to cause each of BIOTEN
Partnership and the to-be-formed Joint Ventures, if any, to make their
respective books and records available for inspection in the United States
by the Commission.
VI. EWGs and FUCOs.
None of the Applicants, BIOTEN Partnership, nor any subsidiary
thereof has acquired an ownership interest in any EWG or FUCO, or now is or
as a consequence of the transactions proposed herein will become a party to
or has or will as a consequence of the transactions proposed herein have
any right under a service, sales or construction contract with an EWG or
FUCO, except in accordance with the provisions of the Act. The Applicants,
for themselves and their subsidiaries, will not acquire any such interest
or right without first obtaining any necessary Commission authorization.
All applicable conditions contained in Rule 53(a) are, and assuming the
consummation of the proposed transactions will be, satisfied and none of
the conditions contained in Rule 53(b) exist or will exist as a result of
the proposed transactions making Rule 53(c) inapplicable.
ITEM 2. Fees, Commissions, and Expenses. The fees, commissions and
expenses of the Applicants expected to be paid or incurred, directly or
indirectly, in connection with this Post-Effective Amendment #4 are
estimated as follows:
EUA System Expenses $ *
Legal Fees $ *
TOTAL $ *
* to be filed by amendment.
ITEM 3. Applicable Statutory Provisions. The sections of the Act and
rules or exemptions thereunder that the Applicants consider applicable to
the proposed transactions are set forth below:
Capital contributions, loans and Section 12(b); Rule 45(a).
open account advances by the
Applicants to BIOTEN Partnership.
Acquisition by EUA BIOTEN of Sections 9(a), 10 and 12(b);
additional voting and profits Rule 45(a).
interests in BIOTEN Partnership.
Acquisition by BIOTEN Partnership Sections 6(a) and 7 and
of initial ownership interest in Rule 43(a).
Demo Unit.
Formation of Joint Ventures Section 9(a) and 10.
by BIOTEN Partnership.
Performance of services by Section 13(b); Rules
the Applicants, EUA Service Corp. 87(b)(1), 90 and 91.
and/or EUA Cogenex Corporation
for the Joint Ventures.
ITEM 4. REGULATORY APPROVALS.
No consent or approval of any state commission or any federal
commission other than the Commission is necessary for the transactions
which are the subject of this Post-Effective Amendment #4.
ITEM 5. PROCEDURE.
(a) In order to enable the Applicant(s) to enter into the proposed
transactions promptly, the Applicants hereby request that this Post-
Effective Amendment #4 be granted and made effective at the earliest
convenient date.
(b) It is not considered necessary that there be a recommended
decision by a hearing officer or by any other responsible office of the
Commission. The Office of Public Utility Regulation may assist in the
preparation of the decision of the Commission, and it is believed that a
thirty (30) day waiting period between the issuance of the order of the
Commission and the day on which the order is to become effective would not
be appropriate.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(* To be filed by amendment.)
(+ Confidential treatment requested.)
The following new exhibits are hereby added:
*+ Exhibit B-4 Draft Memorandum of Understanding
dated November __, 1997 by and
between BIOTEN Partnership and
First Customer
Exhibit H-1 Proposed Form of Notice (filed
herewith)
Financial Statements
*+ b-3 Financial Forecast of BIOTEN
Partnership (1998-2002)
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
The transactions described in Item 1 do not involve major federal
actions 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 transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned Applicants has duly caused this statement
to be signed on its behalf by the undersigned duly authorized individual.
EUA ENERGY INVESTMENT CORPORATION
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
EUA BIOTEN, INC.
By: /s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Treasurer
Dated: November 24, 1997
Exhibit H-1
(PROPOSED FORM OF NOTICE)
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35 - , 70 - 8617)
EUA Energy Investment Corporation ("EEIC"), a wholly-owned subsidiary
of Eastern Utilities Associates, a registered holding company, and EUA
BIOTEN, Inc., a wholly-owned subsidiary of EEIC, filed with this Commission
a Post-Effective Amendment No. 4 dated November 24, 1997 ("Post-Effective
Amendment #4") to EEIC/s Application-Declaration on Form U-1 dated April 27,
1995 pursuant to Sections 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Public
Utility Holding Company Act of 1935 (the "Act") and Rules 43(a), 45(a),
87(b)(1), 90 and 91 promulgated thereunder.
The Applicants have requested Commission approval to develop Business
Opportunities in foreign countries by designing, constructing, installing,
operating and maintaining biomass-fired combustion turbine power generation
facilities using the BIOTEN Technology (each such facility, a "BIOTEN
Unit"). Each of the BIOTEN Units would be purchased on a turnkey, fixed
price basis, such purchase price to be paid in installments based upon the
completion of agreed upon milestones. The first BIOTEN Unit would serve as
a demonstration facility (the "Demo Unit") and its construction would be
financed by BIOTEN Partnership. Subject to the Demo Unit satisfying agreed
upon minimum performance criteria, work on additional BIOTEN Units would
commence in early 2000.
BIOTEN Partnership would itself, or through one or more to-be-formed
incorporated or unincorporated special purpose joint ventures, contract
with purchasers of BIOTEN Units to provide engineering, procurement and
construction services, sales, installation and long term operation and
maintenance services, equipment and training support, promotion and
marketing services in connection with the BIOTEN Units. BIOTEN Partnership
and/or the Joint Ventures would contract with local entities to manufacture
equipment and to provide sales, construction, installation, operation and
maintenance and other services to purchasers of the BIOTEN Units.
To accomplish the transactions described above, the Applicants seek
Commission authorization, through December 31, 2002, (i) to increase the
amount of the working capital line of credit which the Applicants are
currently authorized to provide to BIOTEN Partnership pursuant to the
Commission's Order dated October 18, 1996 by an additional $7 million, and
(ii) to make additional capital contributions to BIOTEN Partnership in an
aggregate amount of up to $5 million. The Applicants also seek Commission
authorization, through December 31, 2002, for BIOTEN Partnership, upon
becoming a subsidiary of EUA BIOTEN, to (1) provide financing for the
construction of the Demo Unit and, potentially, other demonstration
facilities; and (2) enter into one or more Joint Ventures in connection
with the development of Business Opportunities, all within the
capitalization and financing authorizations set forth in Post-Effective
Amendment #4. Because the Joint Ventures will be special purpose entities
formed to provide specific services in connection with BIOTEN Units in
diverse geographic settings, the Applicants request the flexibility to
negotiate provisions appropriate to each such Joint Venture without further
Commission authorization, subject to the limitations of the financing
authorizations requested in Post-Effective Amendment #4. The Applicants
also request a determination pursuant to Section 13(b) of the Act that
transactions among BIOTEN Partnership and the Joint Ventures be exempt from
regulation under the Act. Finally, the Applicants seek Commission
authorization, through December 31, 2002, for each of the Applicants and
EUA Service Corporation (a non-utility company subsidiary of Eastern
Utilities Associates), to provide training and supervisory support,
marketing, administrative, financial, accounting and other services to
BIOTEN Partnership and the Joint Ventures in connection with the Business
Opportunities; provided, however, that such services as are rendered by
employees of the EUA System other than BIOTEN Partnership employees shall
be provided at cost in accordance with the provisions of Rules 90 and 91.
NOTICE IS FURTHER GIVEN that any interested person may, not later than
January __, 1998, request in writing that a hearing be held on such matter,
stating the nature of his interest, the reasons for such request, and the
issues of fact or law raised by Post-Effective Amendment No. 4 which he
desires to controvert; or he may request that he be notified if the
Commission should order a hearing thereon. Any such request should be
addressed: Secretary, Securities and Exchange Commission, 450 5th Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. A copy of such request
should be served personally or by mail upon the Applicant-Declarant at the
above-stated address and proof of service (by affidavit or, in case of an
attorney at law, by certificate) should be filed with the request. At any
time after said date the Application-Declaration, as filed or as it may be
amended, may be granted and permitted to become effective as provided in
Rule 23 of the General Rules and Regulations promulgated under the Act, or
the Commission may grant exemption from such rules as provided in Rules
20(a) and 100 thereof or take such other action as it may deem appropriate.
Persons who request a hearing or advice as to whether a hearing is ordered
will receive any notices and orders issued in this matter, including the
date of the hearing (if ordered) and any postponements thereof.
For the Commission, by the Division of Corporate Regulation, pursuant
to delegated authority.
Secretary
