[Federal Register Volume 64, Number 201 (Tuesday, October 19, 1999)]
[Notices]
[Pages 56372-56375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-27184]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27086]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

October 12, 1999.
    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 under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transactions(s) summarized below. The application(s) and/or 
declarations(s) and any amendments is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
applications(s) and/or declaration(s) should submit their view in 
writing by November 12, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the request. Any request for hearing 
should identify specifically the issues of facts 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 November 12, 1999, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

The National Grid Group plc, et al. (70-9519)

    The National Grid Group plc (``National Grid''), a public limited 
company incorporated under the laws of England and Wales, located at 
National Grid House, Kirby Corner Road, Coventry CV4 8JY, United 
Kingdom; National Grid (US) Holdings Limited, National Grid (US) 
Investments, National Grid (Ireland) 1 Limited, National Grid (Ireland) 
2 Limited, National Grid General Partnership, and NGG Holdings, Inc. 
(``Holdings''), also located at National Grid House, Kirby Corner Road, 
Coventry CV4 8JY, United Kingdom, each of which is a subsidiary of 
National Grid (except for National Grid, collectively ``Intermediate 
Companies''); \1\ New England Electric System (``NEES''), a registered 
holding company; NEES' subsidiaries (``NEES Subsidiaries''), New 
England Power Company, Massachusetts Electric Company, The Narragansett 
Electric Company, Granite State Electric Company, Nantucket Electric 
Company, New England Electric Transmission Corporation, New England 
Hydro-Transmission Corporation, New England Hydro-Transmission Electric 
Company, Inc., Vermont Yankee Nuclear Power Corporation, New England 
Hydro Finance Company, Inc., NEES Global, Inc., NEES Energy, Inc., All 
Energy Marketing Company, L.L.C., Texas Liquids, L.L.C., Texas-Ohio 
Gas, Inc., Granite State Energy, Inc., New England Power Service 
Company, Metro West Realty, L.L.C., 25 Research Drive, L.L.C., New 
England Energy, Inc., and Nexus Energy Software, Inc all located at 25 
Westborough Drive, Westborough, Massachusetts 01582, (collectively, 
``Applicants'') have filed a joint application-declaration under 
sections 6(a), 7, 9(a), 10, 12(b), 12(c), 32 and 33 of the Act and 
rules 42, 43, 45, 46, and 54 under the Act.
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    \1\ National Grid's other operations have been segregated under 
a newly-formed first-tier subsidiary company, National Grid Holdings 
Ltd., which will be a foreign utility company within the meaning of 
Section 33 of the Act.
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    National Grid, the Intermediate Companies, and NEES have filed an 
application-declaration (file no 70-9473) under the Act, requesting 
authority for the proposed acquisition by National Grid of all of the 
voting securities of NEES, and NGG's consequent indirect acquisition of 
the voting securities of the NEES Subsidiaries (``Merger''), as well as 
for certain related transactions (the ``Merger Filing'').\2\ As 
discussed more fully below, NEES and its subsidiaries, together with 
National Grid and the Intermediate Companies, now request authority to 
engage in a variety of financing transactions subsequent to the 
Merger.\3\ In summary, NEES and its subsidiaries seek authority to 
extend, through May 31, 2003 (``Authorization Period''), the existing 
authority granted in certain Commission financing orders more 
particularly described below. In addition, Applicants seek authority 
for the following transactions through the Authorization Period: (a) 
external financings by National Grid; (b) intrasystem financings by the 
Intermediate Companies, NEES and the NEES Subsidaries (``U.S. 
Subsidiaries''); (c) the payment by the NEES Subsidiaries of dividends 
out of capital or unearned surplus; (d) increases in the number of 
shares authorized by any U.S. Subsidiary with respect to any capital 
security \4\ of the company, as well as alteration of the terms of any 
capital security, without further Commission authorization; (e) the 
formation of financing entities and the issuance by those entities of 
securities authorized to be issued and sold under the authority 
requested in this filing; and (f) the execution of a system tax 
allocation agreement.
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    \2\ Immediately after the Merger, NEES will have been merged 
with and into NGG Holdings, LLC, with NEES as the surviving entity 
and then merged again into another to-be-formed LLC (which survives) 
which in turn will have been merged into NGG Holdings, Inc. with NGG 
Holdings, Inc. as the surviving entity. The term ``NEES'' refers to 
both NEES and NGG Holdings, Inc. as the surviving entity.
    \3\ In addition, NEES and Eastern Utilities Associates (``EUA'') 
have filed an application-declaration (file no. 70-9537) for NEES to 
acquire all of the outstanding common stock of EUA, including the 
indirect acquisition of EUA's utility and nonutility subsidiaries. 
The consummation of the merger between NEES and EUA (``NEES/EUA 
Merger'') is not conditioned on, and is proceeding independently 
from, the closing of the Merger.
    \4\ Capital securities includes common stock, preferred stock, 
other preferred securities, options and/or warrants convertible into 
common or preferred stock, rights, and similar securities.
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    Applicants state that the proceeds from the sale of securities in 
external financing transactions will be used for the acquisition, 
retirement or redemption of securities issued by National Grid or the 
U.S. Subsidiaries, without the need for prior Commission approval, and 
for necessary and urgent general and corporate purposes, including: (a) 
extension or renewal of Merger-Related Debt (as defined below),

[[Page 56373]]

(b) the financing, in part, of the capital expenditures of the National 
Grid system, (c) the financing of working capital requirements of the 
National Grid system, and (d) other lawful general corporate purposes. 
The proceeds of external financings will be allocated to companies in 
the National Grid System in various ways through the proposed 
intrasystem financing discussed below.
    In addition, National Grid seeks authority to finance exempt 
wholesale generator (``EWG'') and foreign utility company (``FUCO'') 
investments and operations in an aggregate outstanding amount of up to 
fifty percent of its consolidated retained earnings at any one time 
during the Authorization Period. Further, National Grid seeks authority 
to use its ordinary shares (or associated American Depositary Shares 
(``ADSs'') or American Depositary Receipts (``ADRs'')) as consideration 
for acquisitions that are otherwise authorized under the Act and to 
provide shares for various award and shareholder investment programs.
    Specifically, Applicants seek authority for the following:

1. National Grid External Financing

    National Grid proposes to issue equity and debt securities, in 
amounts that, except as noted below, would not aggregate more than $4.0 
billion outstanding at any time during the Authorization Period 
(``Aggregate Limitation''). These securities could include, but would 
not necessarily be limited to, ordinary shares, preferred shares, 
options, warrants, long- and short-term debt (including commercial 
paper), convertible securities, subordinated debt, bank borrowings and 
securities with call or put options. In addition, National Grid may 
also enter into currency and interest rate swaps as described below. In 
addition to the Aggregate Limitation, aggregate outstanding amounts of 
securities issued by National Grid would be subject to the limits for 
each type of security described below.\5\
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    \5\ Further, Applicants have proposed that certain other 
conditions be imposed in the requested order, relating to, among 
other things, the capitalization and liquidity of National Grid and 
certain U.S. Subsidiaries.
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    Debt incurred to finance the Merger (``Merger-Related Debt'') would 
be included in the Aggregate Limitation. Specifically, National Grid 
has entered into a fully committed bank facility with six banks 
providing for, among other things, up to $2.750 billion in borrowings, 
in order to fund the acquisition and to provide other working capital 
needs for National Grid. Drawings under this facility will have a 
maturity of three to five years.
a. Ordinary Shares
(1) General
    National Grid's common equity consists of ordinary shares, with a 
par value of 11\13/17\ pence each, that are listed on the London Stock 
Exchange. National Grid currently has a small number of ADSs in the 
U.S. which trade as ADRs. Prior to the consummation of the Merger, 
National Grid intends to establish a sponsored ADR program in the U.S. 
under which ADRs will be listed on a national stock exchange and 
registered under the Securities Act of 1933, as amended. As a result, 
National Grid will register under the Securities Exchange Act of 1934, 
as amended, and file the periodic disclosure reports required of a 
foreign issuer with the Commission. The request contained in this 
application with respect to ordinary shares refers to the issuance of 
ordinary shares directly or through the ADR program and, for purposes 
of this request, the ADSs and ADRs are not considered separate 
securities from the underlying ordinary shares. National Grid requests 
authority to issue up to $500 million in equity \6\ through the 
Authorization Period (``Equity Limitation'').\7\
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    \6\ This would include stock options or warrants that NGG may 
issue from time to time.
    \7\ National Grid currently has $754 million (translated at the 
Noon Buying Rate on March 31, 1999 of $1.61 for one pound) in 
aggregate principal amount outstanding of 4.25% exchangeable bonds 
that mature in 2008. These bonds are exchangeable on or prior to 
February 8, 2008, at the option of the holder, into common stock of 
National Grid. Should bondholders exchange their bonds prior to 
maturity, National Grid may issue up to 110 million additional 
shares of common stock. This would not be included in the Aggregate 
Limitation or the Equity Limitation.
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    National Grid seeks authority to use its ordinary shares (or 
associated ADSs or ADRs) as consideration for acquisitions that are 
otherwise authorized under the Act. Among other things, transactions 
may involve the exchange of parent company equity securities for 
securities of the company being acquired in order to provide the seller 
with certain tax advantages. The National Grid ordinary shares to be 
exchanged may, among other things, be purchased on the open market 
under rule 42 or may be original issue. For purposes of the Aggregate 
Limitation, National Grid ordinary shares used to fund an acquisition 
of a company through the exchange of National Grid equity for 
securities being acquired, would be valued at market value based upon 
the closing price on the London Stock Exchange on the day before 
closing of the sale or issuance.
(2) Employee Benefit Plans
    In addition to other general corporate purposes, the ordinary 
shares will be used to fund employee benefit plans. In addition to 
existing plans,\8\ National Grid intends to issue ordinary shares to 
U.S. employees, following consummation of the Merger, through the 
introduction of the National Grid U.S. Employee Stock Purchase Plan 
(the ``U.S. Plan''). The U.S. Plan, which is designed to qualify under 
Section 423 of the U.S. Internal Revenue Code of 1986, will enable U.S. 
employees to receive awards of National Grid shares. Following 
consummation of the Merger, National Grid may wish to adopt other plans 
to give investment opportunities, to provide retirement benefits, to 
facilitate deferral of compensation opportunities, and to motivate and 
retain key executives and other employees (``New Plans''). National 
Grid requests authority to issue ordinary shares to employees under the 
existing plans, the U.S. Plan and such additional plans (collectively, 
``Plans'') that may be developed for the purposes stated above. All 
shares issued under the Plans will be subject to the Equity Limitation. 
Securities issued by National Grid under the Plans will be valued, if 
ordinary shares, at market value based on the closing price on the 
London Stock Exchange on the day before the award. Securities issued by 
National Grid to a plan that are not ordinary shares will be valued 
based on a reasonable and consistent method applied at the time of the 
award.
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    \8\ National Grid currently maintains three employee benefit 
plans under which its employees may acquire equity interests in the 
company as part of their compensation. The first is the National 
Grid 1990 Savings Related Share Option Scheme, under which National 
Grid offers staff who take out special savings contracts the 
opportunity to purchase National Grid shares at a discount. The 
second is The National Grid Executive Share Option Scheme 1990 which 
is an executive share option plan for its senior executives. Share 
options have been granted to over 120 senior executives under this 
plan to a maximum aggregate level of four times base salary for 
executive directors and lower levels for other participants. Under 
the plan, options may be exercised after they have been held for a 
minimum period of three years provided that financial performance 
targets have been achieved. The third plan, The National Grid Share 
Match Plan 1996, requires executive directors of NGG to invest 25% 
of their annual bonuses, net of income tax, in NGG shares. Provided 
these shares are held for a minimum of three years, the company will 
provide additional shares equal to the pre-tax equivalent of the 
investment by the director. A small number of other senior 
executives may also, but are not required to, participate in the 
share match.

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[[Page 56374]]

b. Preferred Securities
    National Grid proposes to issue preferred securities from time to 
time during the Authorization Period. The aggregate outstanding amount 
of preferred securities would not exceed $100 million. Any issuance of 
preferred securities would have dividend rates or methods of 
determining dividend rates, redemption provisions, conversion or put 
terms and other terms and conditions as National Grid may determine at 
the time of issuance; provided, however, that the dividend rate on any 
preferred security of National Grid, when issued, will not exceed 500 
basis points over that for comparable term U.S. treasury securities or 
government benchmark for the currency in which the preferred security 
is denominated.
c. Debt
    National Grid proposes to issue debt securities during the 
Authorization Period. These securities may include bank debt 
obligations, commercial paper, and convertible and nonconvertible 
bonds. Subject to the following conditions, any issuance of debt 
securities would have the designation, aggregate principal amount, 
maturity, interest rate(s) or method of determining interest rate(s), 
terms of payment of interest, redemption provisions, non-refunding 
provisions, sinking fund terms, conversion or put terms and other terms 
and conditions as are deemed appropriate at the time of issuance. In 
addition to the Aggregate Limitation, aggregate outstanding amounts 
during the Authorization Period of any type of debt securities issued 
by National Grid would be further subject to the specific limitation 
described below:

------------------------------------------------------------------------
                                                                Amount
                        Type of debt                          (billion)
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Bank Debt..................................................         $3.0
Commercial Paper...........................................          3.0
Convertible Bonds..........................................          1.0
Nonconvertible Bonds.......................................          3.0
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    The interest rate on debt financing of National Grid will not 
exceed 300 basis points over that for comparable term U.S. treasury 
securities or government benchmark for the currency in which the debt 
is denominated. The maturity of any debt security will not exceed fifty 
years.
    Parent-level debt may be issued for the acquisition, retirement or 
redemption of securities issued by National Grid or the U.S. 
Subsidiaries, and for necessary and urgent general and corporate 
purposes, including the servicing of the Merger-Related Debt, the 
financing of capital expenditures, the financing of working capital 
requirements, and other lawful general corporate purposes.
d. Interest Rate Management Devices
    In order to protect the National Grid System from adverse interest 
rate movements, the interest rate on the debt portfolio is managed 
through the use of fixed-rate debt, combined with interest rate swaps, 
options and option-related instruments with a view to maintaining a 
significant proportion of fixed rates over the medium term. National 
Grid states that these transactions will meet the criteria established 
by the Financial Accounting Standards Board in order to qualify for 
hedge accounting treatment or will so qualify under generally accepted 
accounting principles in the United Kingdom.
e. Guarantees
    National Grid requests authorization to enter into guarantees, 
obtain letters of credit, enter into guaranty-type expense agreements 
or other credit support arrangements (``Guarantees'') with respect to 
the obligations of the U.S. Subsidiary Companies as may be appropriate 
to enable these system companies to carry on their respective 
authorized or permitted businesses. This credit support may be in the 
form of committed bank lines of credit. Guarantees entered into by 
National Grid would not be subject to the Aggregate Limitation, but 
instead would be subject to a separate $2 billion limit (``NGG 
Guarantee Limitation''), based on the amount at risk.

2. U.S. Subsidiary Financings

a. Existing Financing Authority
    NEES and certain of its subsidiaries are currently authorized under 
various Commission orders to engage in certain financing transactions 
(``Existing Financing Authority''). Applicants request that the 
Commission extend the term of the Existing Financing Authority through 
the Authorization Period. The orders are described below.
    By order dated October 29, 1997 (HCAR No. 26768), the Commission 
authorized Massachusetts Electric Company, Nantucket Electric Company, 
Nantucket Electric Company, Narragansett Electric Company, New England 
Hydro-Transmission Electric Co., Inc., New England Power Company and 
New England Power Service Company (collectively, the ``Borrowing 
Companies'') to participate in the NEES money pool (``Money Pool'') and 
to issue and sell commercial paper and short-term, all through October 
31, 2001. The Borrowing Companies were authorized to borrow money and/
or issue commercial paper up to the following amounts: $150 million for 
Massachusetts Electric Company, $5 million for Nantucket Electric 
Company, $100 million for Narragansett Electric Company, 25 million for 
New England Hydro-Transmission Electric Co., Inc., $375 million for New 
England Power Company and $12 million for New England Power Service 
Company. By order dated June 2, 1998 (HCAR No. 26881), the Commission 
increased the limits on short-term borrowings by New England Power 
Company from $375 million to $750 million.
    By order dated October 9, 1996 (HCAR No. 26589), the Commission 
authorized NEES to issue and sell short-term notes in a principal 
amount of up to $100 million at any one time outstanding through 
October 31, 2001. This authority was amended by order dated December 
10, 1997 (HCAR No. 26793), which authorized NEES to borrow up to $500 
million. By orders dated March 25, 1998 and November 18, 1998 (HCAR 
Nos. 26849 and 26942), NEES was also authorized to issue up to two 
million shares of its common stock, through December 31, 2002, which 
would be used to acquire the stock or assets of one or more ``energy-
related companies,'' within the meaning of rule 58.
    In addition to the request for an extension through the 
Authorization Period of the authority granted in these orders, 
Applicants request an extension through the Authorization Period of the 
authority granted in two other orders. Under one order, dated January 
27, 1999 (HCAR No. 26969), NEES was authorized to invest up to $50 
million in one or more new special purpose subsidiaries that will 
acquire interests in office and warehouse space that would be leased to 
associate companies. Further, New England Power Company was authorized 
by order dated September 25, 1998 (HCAR No. 26918), to repurchase up to 
five million shares of its common stock from NEES through December 31, 
2000.
b. Intrasystem Non-Money Pool Financing
    Each of the Intermediate Companies and NEES request authority to 
issue and sell securities to, and to acquire securities from, its 
immediate parent and subsidiary companies, respectively. In addition, 
each of the Intermediate Companies and NEES request authority to 
provide Guaranties to its direct and indirect subsidiaries. In no case 
would NEES or any Intermediate Company

[[Page 56375]]

borrow, or receive any extension of credit or indemnity from any of its 
subsidiaries. Securities issuances by NEES will be limited to issuances 
permitted by the Existing Financing Authority, as such authority may be 
extended through the Authorization Period by the order requested in 
this filing. Guaranties issued by NEES on behalf of a NEES subsidiary 
would not in the aggregate exceed $500 million (``NEES Guarantee 
Limitation''), based on the amount at risk. Further, each NEES 
nonutility subsidiary requests authority to provide Guaranties on 
behalf of any other NEES nonutility subsidiary, to the extent not 
exempt under rule 45.
c. Money Pool
    National Grid requests authority to substitute Holdings, the 
successor to NEES, as an investor in the Money Pool. In addition, 
Applicants request authority for National Grid, any Intermediate 
Company, and any newly formed or acquired or current nonparticipating 
NEES Subsidiary to participate in the Money Pool as lenders only.

3. Payment of Dividends Out of Capital or Unearned Surplus

    National Grid and NEES will account for the Merger using the 
purchase method of accounting. Under this method of accounting, the 
Merger will give rise to a substantial level of goodwill which, in 
accordance with the Commission's Staff Accounting Bulletin No. 54, 
Topic 5J (``Staff Accounting Bulletin''), will be ``pushed down'' to 
the NEES Subsidiaries and reflected as additional paid-in-capital in 
their financial statements. In addition, as a result of the push down 
of the goodwill, the retained earnings of NEES and the NEES 
Subsidiaries will be effectively reset to zero as if they were new 
companies, with the balance being reflected in paid-in capital. 
Accordingly, Applicants request authorization to pay dividends out of 
the additional paid-in-capital account up to the amount of NEES 
Subsidiaries' aggregate retained earnings just prior to the Merger and 
out of earnings before the amortization of the goodwill after the 
Merger.

4. Approval of New Tax Allocation Agreement

    Applicants request approval of an agreement for the allocation of 
consolidated tax among National Grid General Partnership and the NEES 
Group post-Merger (the ``Tax Allocation Agreement''). Approval is 
necessary because the Tax Allocation Agreement provides for the 
retention by National Grid General Partnership of certain payments for 
tax losses that it has incurred solely in connection with acquisition-
related debt, rather than the allocation of these losses to subsidiary 
companies without payment as would otherwise be required by rule 
45(c)(5).

5. Changes in Capital Stock of Subsidiaries

    Applicants state that the portion of an individual U.S. 
Subsidiary's aggregate financing to be effected through the sale of 
equity securities to its immediate parent during the Authorization 
Period may in some cases exceed the then authorized capital stock of 
the U.S. Subsidiary. In addition, the U.S. Subsidiary may choose to use 
other forms of capital securities.\9\ Each U.S. Subsidiary requests 
authority to increase the amount or change the terms of any of its 
authorized capital securities, without additional Commission approval, 
as needed to accommodate the sale of additional equity.\10\ The terms 
that may be changed include dividend rates, conversion rates and dates, 
and expiration dates. These proposed changes to the terms of and 
increases in the amounts of capital securities affect only the manner 
in which financing is conducted by the U.S. Subsidiaries and will not 
alter the terms of limits proposed in the application or those of the 
Existing Financing Authority.
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    \9\ As noted above, these securities include common stock, 
preferred stock, other preferred securities, options and/or warrants 
convertible into common or preferred stock, rights, and similar 
securities.
    \10\ Applicants request that the Commission reserve jurisdiction 
over changes to the capital stock of any U.S. Subsidiary that is not 
wholly-owned directly or indirectly by National Grid.
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6. Financing Entities

    Applicants seek authority for National Grid and the U.S. Subsidiary 
Companies to organize and acquire interests in new corporations, 
trusts, partnerships or other entities (``Financing Entities'') created 
for the purpose of facilitating financings through their issuance to 
third parties of securities authorized under this filing or issued 
under an applicable exemption. Applicants also request authority for 
these financing entities to issue these securities to third parties in 
the event these issuances are not exempt under rule 52. In addition, 
Applicants request authority for the financing entities to transfer the 
proceeds of the financing to National Grid or any of the U.S. 
Subsidiaries. Applicants also request authority for the parent of a 
financing entity to provide Guarantees with respect to that financing 
entity's obligations in connection with the securities it issues. Any 
amounts issued by such financing entities to third parties under this 
authorization will be included in the Aggregate Limitation. However, 
the underlying debt incurred to transfer the proceeds of those 
securities would not be included in the Aggregate Limitation and the 
parent Guarantee of those securities would not be included in the NGG 
Guarantee Limitation of the NEES Guarantee Limitation.

7. EWG/FUCO-related Financing

    As a general matter, National Grid intends to fund its FUCO 
activities at the level of its first-tier subsidiary, National Grid 
Holdings Ltd (``UK Holdings''), under which National Grid subsidiaries 
other than the U.S. Subsidiaries will be segregated.\11\ However, under 
certain circumstances, it may be desirable from time to time for 
National Grid to provide some investment capital or credit support for 
FUCO acquisitions or operations. To that end, National Grid is seeking 
authority to fiance EWG and FUCO investments and operations in an 
aggregate amount of up to fifty percent of its consolidated retained 
earnings at any one time outstanding during the Authorization 
Period.\12\

    \11\ In the Merger Filing, National Grid and NEES have asked 
that National Grid's investments in UK Holdings, which will claim 
status as a FUCO under rule 53, not be counted in the determination 
of ``aggregate investment'' as defined in the rule.
    \12\ Applicants state that National Grid cannot fully comply 
with some of the technical requirements of rule 53(a).
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    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-27184 Filed 10-18-99; 8:45 am]
BILLING CODE 8010-01-M