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Sunshine Act Meetings

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Start Preamble

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of June 10, 2002:

Open Meetings will be held on Wednesday, June 12, 2002, at 10:00 a.m. and Thursday, June 13, 2002 at 10:00 a.m., in Room 1C30, the William O. Douglas Room, and a closed meeting will be held on Thursday, June 13, 2002, immediately following the Open Meeting.

Commissioner Hunt, as duty officer, determined that no earlier notice thereof was possible.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (8), (9)(B), and (10) and 17 CFR 200.402(a)(3), (5), (7), (8), (9)(ii) and (10), permit consideration of the scheduled matters at the closed meeting.

The subject matter of the open meeting scheduled for Wednesday, June 12, 2002, will be:

1. The Commission will consider whether to issue an order approving the application by E.ON AG (“E.ON”), a German corporation that is a utility holding company exempt by rule 5 under the Public Utility Holding Company Act of 1935 (“Act”), to acquire Powergen plc, a British corporation that is a registered holding company. Powergen is subject to the Act because of its ownership of Louisville Gas & Electric and Kentucky Utilities, two utility subsidiaries that operate primarily in Kentucky. The acquisition involves novel issues under the Act, including permitting a registered holding company with foreign utility operations to retain ownership of a foreign water utility, permitting E.ON to invest additional money in businesses that the Act requires them to divest in order to increase the price at which those businesses will likely be sold, requiring a registered holding company to divest nonconforming companies within five years rather than the typical two or three years, and permitting E.ON to invest in equity securities of third parties in an amount designed to allow it to meet future pension liabilities and nuclear decommissioning costs without making those investments through a separate entity.

The Commission will also consider whether to issue an order approving a related application by E.ON to engage in financing transactions to be entered into subsequent to the acquisition of Powergen. E.ON and its subsidiaries, upon approval of the acquisition of Powergen, propose to issue equity and debt securities in an aggregate amount of up to $75 billion. E.ON and its subsidiaries also propose to engage in financing activities including interest rate and currency risk management devices, profit and loss transfer agreements, money pools, and various additional transactions. E.ON and its subsidiaries propose to use the proceeds of these financing transactions to support existing businesses, to make further acquisitions of Exempt Wholesale Generators, Foreign Utility Companies, and Energy Related Companies, as well as possible future acquisitions of public utility companies regulated under the Act.

2. The Commission will consider whether to adopt final amendments to Exchange Act Rules 15c3-3, 17a-3, 17a-4, 17a-5, 17a-7, 17a-11, and 17a-13. These amendments are designed to avoid duplicative or conflicting Start Printed Page 40034regulations applicable to firms that are fully-registered with the Commodity Futures Trading Commission (“CFTC”) as a futures commission merchant and fully-registered with the SEC as a broker-dealer relating to the treatment of customer funds, securities or property, maintenance of books and records, financial reporting or other financial responsibility rules involving security futures products (“SFPs”), as directed by the Commodity Futures Modernization Act of 2000. The amendments are also designed to avoid certain conflicting or duplicative recordkeeping, reporting, telegraphic notice, and quarterly count requirements involving SFPs for firms that are “notice” registered with the Commission under Exchange Act Section 15(b)(11)(A). These amendments were developed in consultation with the CFTC.

3. The Commission will consider whether to issue, jointly with the CFTC, an order to permit the listing of security futures based on shares of exchange-traded funds, trust issued receipts, or shares of a closed-end management investment company.

4. The Commission will consider whether to issue an order granting exemptive relief pursuant to Sections 15(a)(2) and 36(a)(1) of the Exchange Act in response to an application from Evangelical Christian Credit Union for an exemption to permit it to offer to sweep account balances into no-load money market funds on the same terms and conditions that would be applicable to banks when the Gramm-Leach-Bliley Act amendments to the definition of “broker” become effective. In light of an informal request for similar relief on behalf of other credit unions, the Commission also will consider whether to make such relief applicable to all credit unions with deposits insured by the National Credit Union Share Insurance Fund. In addition, the Commission will consider whether to request public comment on the issues such an exemption would raise for review in connection with consideration of amendments to the May 11, 2001 interim final rules implementing the functional regulation exceptions from broker-dealer registration of the Gramm-Leach-Bliley Act.

5. The Commission will consider whether to propose amendments to Form 8-K under the Securities Exchange Act of 1934 to add several new disclosure items to Form 8-K, amend many of the existing Form 8-K disclosure items, shorten the Form 8-K filing deadline to two business days, and reorganize the disclosure items into logical categories. These proposed amendments are part of the series of initiatives to change the corporate disclosure rules that the Commission announced its intention to consider in Press Release 2002-22 on February 13, 2002.

6. The Commission will consider whether to issue proposed rules that would require a company's principal executive officer and principal financial officer to certify the company's quarterly and annual reports. In addition, the proposed rules would require companies to regularly review and evaluate their procedures that enable them to fulfill their periodic reporting obligations.

The subject matter of the Open Meeting scheduled for Thursday, June 13, 2002, will be:

1. The Commission will hear oral argument on an appeal by George J. Kolar from the decision of an administrative law judge. The law judge found that Kolar failed to exercise reasonable supervision over a salesman in Dean Witter's Troy, Michigan branch office, who violated registration and antifraud provisions of the securities laws. The law judge ordered that Kolar be suspended for six months from acting in a supervisory capacity with any registered broker or dealer, and fined him $20,000.

The subject matter of the Closed Meeting scheduled for Thursday, June 13, 2002, will be:

Regulatory matter regarding a financial institution;

Formal orders of investigation;

Institution and settlement of injunctive actions;

Report of investigation;

Institution and settlement of administrative proceedings of an enforcement nature; and a

Post argument discussion.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact:

The Office of the Secretary at (202) 942-7070.

Start Signature

Dated: June 6, 2002.

Margaret H. McFarland,

Deputy Secretary.

End Signature End Preamble

[FR Doc. 02-14712 Filed 6-6-02; 4:32 pm]