Washington, D.C. Copies of such filing will also be available for inspection and copying at SCCP. All submissions should refer to File No. SRSCCP-88-01 and should be submitted by [insert date 21 days after the date of publication in the Federal Register]. For the Commission by the Division of Market Regulation, pursuant to delegated authority. Jonathan G. Katz Secretary SECURITIES EXCHANGE ACT OF 1934 SELF-REGULATORY ORGANIZATIONS: The proposed rule change involves the Automated Tender Offer Program (“ATOP") of The Depository Trust Company "(DTC”), as described in the DTC Memorandum dated November 10, 1988 which is attached as Exhibit 2 to DTC's filing on Form 19b-4, File No. SR DTC-88-19. II. Self-Regulatory Organization's Statement of the Purposed of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the placed specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of such statements. (A) Self-Regulatory Organization's Statement of the Purposes of, and Statutory Basis for, the Proposed Rule Change The proposed rule change will automate further the manner in which tender and exchange offers can be processed through DTC's facilities. A principal feature of ATOP is the elimination of hardcopy (i.e., paper) letters of transmittal signed by DTC's Participants. In place of the signed letters of transmittal, DTC will receive electronic instructions from Participants and will transmit electronically messages containing those instructions to computer terminals in the offices of high volume tender and exchange agents. The electronic instructions received by DTC from each Participant and transmitted to the tender or exchange agent will include a single character by which the Participant acknowledges its receipt of, and agreement to be bound by, the offeror's letter of transmittal. ATOP will alleviate problems arising from the use of hardcopy documents in tender and exchange offers, such as the risk of loss, delay during shipment and the expense and labor involved in the physical handling of documents. In addition, ATOP will provide agents for tender and exchange offers with an improved ability to control the processing of such offers by making a variety of information available to the agent (and to the offeror) while an offer is open. ATOP will not change current practices regarding the preparation and distribution of tender and exchange offer materials, including letters of transmittal. The proposed rule change is consistent with the requirements of the Securities and Exchange Act of 1934 and the rules and regulations thereunder applicable to DTC since the proposed rule change will automate further the processing of tender and exchange offers involving securities on deposit at DTC. The proposed rule change will be implemented consistently with the safeguarding of securities and funds in DTC's custody or control or for which it is responsible since the proposed rule change enhances DTC's existing services for tender and exchange offers. (B) Self-Regulatory Organization's Statement on Burden on Competition DTC perceives no impact on competition by reason of the proposed rule change. (C) Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received from Members, Participants or Others The proposed rule change was developed at the request of Participants who wish to maximize the electronic instructions they convey to and through DTC and after discussions with agents for tender and exchange offers. Written comments from DTC Participants or others have not been solicited or received on the proposed rule change. The DTC Memorandum attached as Exhibit 2 to DTC's filing on Form 19b-4, File No. SRDTC-88-19, is being distributed to agents for tender and exchange offers and other interested persons. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days of such date if it finds such longer period to be appropriate and published its reasons for so finding or (ii) as to which the selfregulatory organization consents, the Commis sion will: SECURITIES EXCHANGE ACT OF 1934 Release No. 34-26345/December 7, 1988 An order has been issued granting the application of the Pacific Stock Exchange, Inc. to strike from listing and registration the Common Stock, $.001 Par Value, and Common Stock Purchase Warrants, of Empire Gas Corporation. SECURITIES EXCHANGE ACT OF 1934 Self-Regulatory Organizations; Proposed Rule Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, 15 U.S.C. 78s(b)(1), notice is hereby given that on November 18, 1988 the Philadelphia Stock Exchange, Inc. filed with the Securities and Exchange Commission the pro (A) by order approve such proposed rule change, posed rule change as described in Items I, II and or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. Copies of such filing will also be available for inspection and self-regulatory organization. All submissions should refer to the file number in the caption above and should be submitted by [insert date 21 days from the date of publication]. For the Commission by the Division of Market Regulation, pursuant to delegated authority. Jonathan G. Katz Secretary III below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization's Statement of the Terms of The Philadelphia Stock Exchange, Inc. ("PHLX" or the "Exchange") proposes to change, pursuant to Exchange Rule 1013 Units of Trading and Rule 1012(c) Series of Options Open for Trading, the size of the French franc foreign currency options contracts listed and eligible for trading on the PHLX. The PHLX proposes that the unit of trading respecting the French franc foreign currency options be increased to 250,000 francs from 125,000 francs presently. Additionally, the PHLX proposes to amend Rule 1034 regarding the minimum fractional change i.e., minimum premium change for dealing on the Exchange on option contracts on the French franc from $.00005 to $.00002. The text of the proposed rule change is set forth below [Brackets] indicates deletions; italics indicate additions. Minimum Fractional Changes Rule 1034. The minimum fractional change for dealing on the Exchange in option contracts shall be as follows: (i) In the case of options on stocks, one-eighth point in option contracts trading at $3.00 per share per option or higher, and one-sixteenth point in option contracts trading under $3.00 per share per option. (ii) In the case of options on foreign currencies, $.0001 for option contracts on the British pound, $.0001 for option contracts on the German mark, $.0001 for option contracts on the Swiss franc, $.0001 for option contracts on the Canadian dollar, $.0001 for option contracts on the Australian dollar, $.0001 for option contracts on the ECU, $.00002 [$.00005] for option contracts on the French franc and $.000001 for option contracts on the Japanese yen. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of such statements. A. Self-Regulatory Organization's Statements of the Purpose of, and Statutory Basis for the Proposed Rule Change The purpose of the proposed rule change is to increase the size of the unit of trading respecting French franc foreign currency options contracts from to 125,000 francs to 250,000 francs and enable market participants to more competitively transact business in this product. In recent months a number of market participants trading French franc options, as well as the PHLX Upstairs Advisory Committee, have maintained that the French franc options contract unit of trading was too small. Currently, the French franc options contract is the smallest PHLX options contract, as measured by the dollar amount of underlying foreign currency. The increase in the size of the unit of trading in the French franc contract will bring it into a dollar range comparable to other foreign currency options contracts traded on the PHLX. In this regard, a French franc foreign currency options contract of 250,000 francs represents a dollar value at current spot of $41,022.50 U.S., whereas the comparable ECU contract dollar value, for example, is $72,537.50 U.S., the Japanese yen contract dollar value is $49,862.50 U.S., the Canadian dollar contract value is $40,705.00 U.S., and the Australian dollar contract value is $41,055.00 U.S. Pursuant to its Rule 1012 (a)(ii), the PHLX proposes to initiate trading and open French franc foreign currency options series respecting units of trading of 250,000 French francs in puts and calls with both American and European style expirations commencing on February 13, 1989. In order to prevent investor confusion the PHLX proposes not to continue to add French franc foreign currency options contract series with units of trading of 125,000 francs after the February 1989 expiration. The PHLX proposes to continue to trade those open and outstanding French franc options series with units of trading of 125,000 francs until their expiration in December, 1989. Additionally, by decreasing the minimum premium change from the equivalent of $6.25 per tick to $5.00 per tick the PHLX will enable market participants to more effectively trade and hedge their over the counter currency risk with Exchange traded French franc foreign currency options. In this regard, the Exchange understands that over-the-counter French franc currency options are usually transacted on a smaller tick basis than .00005. The proposed rule change is based on Section 6(b)(5) of the Securities Exchange Act of 1934 in that it is designed to facilitate transactions in the French franc foreign currency options contracts. B. Self-Regulatory Organizations Statement on Burden on Competition The PHLX does not believe that the proposed rule change will impose any inappropriate burden on competition. C. Self-Regulatory Organization's Statement No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 35 days of the date of publication of this notice in the Federal Register or within such longer period (i) as the Commission may designate up to 90 days or such date if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the selfregulatory organization consents, the Commission will: (A) by order approved such proposed rule change, or, (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such filing will also be available for inspection and copying at the principal office of the above-mentioned self-regulatory organization. All submissions should refer to the file number in the caption above and should be submitted by [21 days after the date of this publication.] For the Commission by the Division of Market Regulation, pursuant to delegated authority. Jonathan G. Katz Secretary PUBLIC UTILITY HOLDING COMPANY ACT OF 1934 PUBLIC UTILITY HOLDING COMPANY Release No. 35-24768/December 12, 1988 SECURITIES EXCHANGE ACT OF 1933 PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Release No. 35-24769/December 5, 1988 70-7545 ALLEGHENY GENERATING COMPANY Order Authorizing Issuance of Notes; Exception from Competitive Bidding Allegheny Generating Company (“AGC”), New York, New York, an indirect wholly owned subsidiary of Allegheny Power System, Inc., a registered holding company, has filed a declaration with this Commission pursuant to Sections 6(a) and 7 of the Public Utility Holding Company Act of 1935 (“Act”) and Rule 5(a)(5) thereunder. A notice of the filing of the declaration was issued by the Commission on October 27, 1988 (HCAR No. 24736). AGC proposes to issue and sell in one or more transactions from time-to-time through December 31, 1990, an aggregate principal amount not exceeding $150 million of medium-term notes ("Notes") with maturities of from nine months to ten years as selected by the purchasers and agreed to by AGC. Offers to purchase Notes will be solicited through an agent or agents. The Notes will be sold at a cost of money not exceed ing the rate prevailing at the time of issuance for medium-term notes of comparable quality and of the particular maturity. A Note may be nonredeemable, but in no circumstance would a Note be non-redeemable for a period exceeding seven years. In connection with the sale of each Note, AGC will pay the agent a commission in the form of a discount from par value equal to a percentage of the principal amount of each Note sold by AGC as a result of a solicitation made by the agent. The commissions are expected to range from 0.100% to 0.625% of principal amount, depending primarily upon maturity. AGC has requested that the proposed issuance and sale of Notes be excepted from the competitive bidding requirements of Rule 50 of the Act, pursuant to Rule 50(a)(5). AGC states that the standard structure of a Note program could not be operational under the conditions of Rule 50. Notes are sold primarily on the basis of their credit ratings and are interchangeable, in a sense, among issuers. As a result, they are usually sold with interest rates negotiated at the time of the sale on the basis of spreads over Treasury securities of comparable maturity. A Note program provides for competition in the marketplace because there are likely to be numerous institutional bidders competing for Notes with certain ratings and with a certain range of maturities. The proceeds from the proposed financings will be used by AGC to reduce its short-term debt, the request. Any request for hearing shall identify including the costs of issuance. Fees and expenses in the estimated amount of $1,294,500 are expected to be incurred. It is stated that no state or federal commission, other than this Commission, has jurisdiction over the proposed transactions. Due notice of the filing of said declaration has been given in the manner prescribed in Rule 23 promulgated under the Act, and no hearing has been requested of or ordered by the Commission. Upon the basis of the facts in the record, it is hereby found that the applicable standards of the Act and rules thereunder are satisfied, and that no adverse findings are necessary. IT IS ORDERED, pursuant to the applicable provisions of the Act and rules thereunder, that the declaration, as amended, be and it hereby is, permitted to become effective forthwith, subject to the terms and conditions prescribed in Rule 24 under the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary PUBLIC UTILITY HOLDING COMPANY Release No. 35-24770/December 8, 1988 Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated thereunder. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) thereto is/are available for public inspection through the Commission's Office of Public Refer ence. Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by January 3, 1989 to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the relevant applicant(s) and/ or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with 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 the matter. After said date, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective. Columbia Gas System, Inc. (70-7487) The Columbia Gas System, Inc. ("Columbia”), 20 Montchanin Road, Wilmington, Delware 19807, a registered holding company, has filed a post-effective amendment to its declaration pursuant to Sections 6(a) and 7 of the Act and Rules 50 and 50(a)(5) thereunder. By prior Commission order in this matter, dated April 22, 1988 (HCAR No. 24627), Columbia was authorized to issue and sell through December 31, 1989, in one or more transactions, aggregating no more than $300 million principal amount, up to (i) $300 million principal amount of debentures maturing in thirty or fewer years, or (ii) $300 million principal amount of medium-term notes (“MTNs”) maturing in ten or fewer years with redemption protection for a period of not longer than seven years. On November 23, 1988, Columbia sold $100 million principal amount of debentures maturing in twenty-five years. In the original declaration, it was stated that the MTNs would have maturities ranging from nine months to ten years from date of issue. Since the original filing, Columbia asserts that the market for longer-term medium-term notes has expanded such that Columbia could issue MTNS with ma turities up to thirty years. Columbia requests approval to extend the maturities on MTNs up to thirty years in order to achieve the benefits associated with MTNs, by allowing Columbia the flexibility to issue MTNs at any point along the yield curve. MTN's generally do not contain sinking fund provisions. Since the principal amount of MTNS issued at any one time may be relatively small, it would not be practical to include a sinking fund. Additionally, Columbia asserts that the issuance of MTNs with various maturities would result in a repayment schedule similar to those of a traditional long-term debenture issue with a sinking fund. The terms of the proposed MTNs would not be in accordance with the requirement of the Statement of Policy Regarding First Mortgage Bonds Subject to the Public Utility Holding Company Act of 1935 (HCAR No. 13105, Febru |