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17270 Federal Register / Vol. 70, No.

64 / Tuesday, April 5, 2005 / Notices

The NRC provides reasonable POSTAL SERVICE Plaza, SW., Washington, DC 20260–
accommodation to individuals with 1000. Telephone (202) 268–4800.
disabilities where appropriate. If you United States Postal Service Board of
William T. Johnstone,
need a reasonable accommodation to Governors; Sunshine Act Meeting
participate in these public meetings, or Secretary.
Board Votes To Close March 31, 2005, [FR Doc. 05–6739 Filed 3–31–05; 4:41 pm]
need this meeting notice or the
transcript or other information from the BILLING CODE 7710–12–M
public meetings in another format (e.g. At its teleconference meeting on
braille, large print), please notify the March 25, 2005, the Board of Governors
NRC’s Disability Program Coordinator, of the United States Postal Service voted SECURITIES AND EXCHANGE
August Spector, at 301–415–7080, TDD: unanimously to close to public COMMISSION
301–415–2100, or by e-mail at observation its meeting scheduled for
aks@nrc.gov. Determinations on March 31, 2005, in Washington, DC, via Sunshine Act Meetings
requests for reasonable accommodation teleconference. The Board determined Notice is hereby given, pursuant to
will be made on a case-by-case basis. that prior public notice was not the provisions of the Government in the
* * * * * possible. Sunshine Act, Public Law 94–409, that
This notice is distributed by mail to ITEM CONSIDERED: 1. Rate Case Filing. the Securities and Exchange
several hundred subscribers; if you no GENERAL COUNSEL CERTIFICATION: The Commission will hold the following
longer wish to receive it, or would like General Counsel of the United States meetings during the week of April 4,
to be added to the distribution, please Postal Service has certified that the 2005:
contact the Office of the Secretary, meeting was properly closed under the A closed meeting will be held on
Washington, DC 20555 (301–415–1969). Government in the Sunshine Act. Tuesday, April 5, 2005, at 2 p.m., and
In addition, distribution of this meeting CONTACT FOR FURTHER INFORMATION: an open meeting will be held on
notice over the Internet system is Requests for information about the Wednesday, April 6, 2005, at 10 a.m. in
available. If you are interested in meeting should be addressed to the Room 1C30.
receiving this Commission meeting Secretary of the Board, William T. Commissioners, Counsel to the
schedule electronically, please send an Johnstone, at (202) 268–4800. Commissioners, the Secretary to the
electronic message to dkw@nrc.gov. Commission, and recording secretaries
William T. Johnstone, will attend the closed meeting. Certain
Dated: March 31, 2005.
Secretary. staff members who have an interest in
Dave Gamberoni,
[FR Doc. 05–6738 Filed 4–31–05; 4:42 pm] the matters may also be present.
Office of the Secretary.
BILLING CODE 7710–12–M The General Counsel of the
[FR Doc. 05–6746 Filed 4–1–05; 9:22 am] Commission, or his designee, has
BILLING CODE 7590–01–M certified that, in his opinion, one or
POSTAL SERVICE more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), (9)(B), and
United States Postal Service Board of (10) and 17 CFR 200.402(a)(3), (5), (7),
POSTAL SERVICE Governors; Sunshine Act Meeting 9(ii) and (10), permit consideration of
United States Postal Service Board of DATE AND TIMES: Tuesday, April 12, the scheduled matters at the closed
Governors; Sunshine Act Meeting 2005; 9 a.m. and 3 p.m. meeting.
Commissioner Atkins, as duty officer,
Board Votes To Close March 25, 2005, PLACE: Washington, DC, at U.S. Postal voted to consider the items listed for the
Meeting Service Headquarters, 475 L’Enfant closed meeting in closed session and
Plaza, SW., in the Benjamin Franklin that no earlier notice thereof was
In person and by telephone vote on Room.
March 25, 2005, a majority of the possible.
STATUS: April 12–9 a.m. (Closed); 3 p.m. The subject matter of the closed
members contacted and voting, the (Open). meeting scheduled for Tuesday, April 5,
Board of Governors voted to close to
public observation a meeting held in
Formal orders of investigations;
Washington, DC, via teleconference. The Tuesday, April 12 at 9 a.m. (Closed)
Institution and settlement of
Board determined that prior public
1. Strategic Planning. injunctive actions;
notice was not possible.
2. Financial Update. Institution and settlement of
ITEM CONSIDERED: 1. Rate Case Planning. 3. Personnel Matters and administrative proceedings of an
GENERAL COUNSEL CERTIFICATION: The Compensation Issues. enforcement nature; and an
General Counsel of the United States Adjudicatory matter.
Tuesday, April 12 at 3 p.m. (Open)
Postal Service has certified that the The subject matter of the open
meeting was properly closed under the 1. Minutes of the Previous Meeting, meeting scheduled for Wednesday,
Government in the Sunshine Act. February 16–17, 2005. April 6, 2005, will be:
2. Remarks of the Postmaster General 1. The Commission will consider a
Requests for information about the and CEO. recommendation regarding the
meeting should be addressed to the 3. Committee Reports. application of the Investment Advisers
Secretary of the Board, William T. 4. Business Connect. Act of 1940 to certain broker-dealers.
Johnstone, at (202) 268–4800. 5. Human Resources Update. (See Advisers Act Release No. 1845,
6. Tentative Agenda for the May 10– Advisers Act Release No. 2278, Advisers
William T. Johnstone 11, 2005, meeting at Atlanta, Georgia. Act Release No. 2339, and Advisers Act
Secretary. FOR FURTHER INFORMATION CONTACT: Release No. 2340).
[FR Doc. 05–6737 Filed 3–31–05; 4:41 pm] William T. Johnstone, Secretary of the 2. The Commission will consider
BILLING CODE 7710–12–M Board, U.S. Postal Service, 475 L’Enfant whether to adopt Regulation NMS and

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Federal Register / Vol. 70, No. 64 / Tuesday, April 5, 2005 / Notices 17271

two amendments to the joint industry SECURITIES AND EXCHANGE Electric Power Company (‘‘Pepco’’) and
plans for disseminating market COMMISSION Conectiv, formerly a registered public
information. In particular, the utility holding company, in 2002. Prior
[Release No. 35–27953; 70–10290]
Commission will consider whether to to the merger, Pepco had a staggered
adopt the following rules and Pepco Holdings, Inc.; Filings Under the board beginning in 1988 and Conectiv
amendments: Public Utility Holding Company Act of had a staggered board from the time it
a. Rule 611 of Regulation NMS 1935, as Amended (‘‘Act’’) became a public company in 1998.
(‘‘Order Protection Rule’’), which would Under PHI’s staggered board
establish marketwide price protection March 30, 2005. arrangement, the Board of Directors is
for automated quotations that are Notice is hereby given that the divided into three classes, with the
immediately accessible; following filing(s) has/have been made directors of one of the classes elected
with the Commission pursuant to annually for three-year terms.
b. Rule 610 of Regulation NMS provisions of the Act and rules PHI states that the Board of Director’s
(‘‘Access Rule’’), which would promote promulgated under the Act. All Corporate Governance/Nominating
fair and non-discriminatory access to interested persons are referred to the Committee conducted a review of the
quotations through a private access application(s) and/or declaration(s) for relative merits of annually elected and
approach and establish a limit on access complete statements of the proposed staggered boards. The Nominating
fees to harmonize the pricing of transaction(s) summarized below. The Committee recommended to the Board
quotations across different trading application(s) and/or declaration(s) and that the staggered election of directors
centers; any amendment(s) is/are available for be eliminated. After reviewing and
c. Rule 612 of Regulation NMS (‘‘Sub- public inspection through the assessing the recommendation of the
Penny Rule’’), which would establish a Commission’s Branch of Public Nominating Committee, the Board of
uniform pricing increment of no less Reference. Directors adopted a resolution,
than a penny for orders, quotations, or Interested persons wishing to declaring it advisable that section C of
indications of interest, except for those comment or request a hearing on the Article V of PHI’s Restated Certificate of
priced at less than $1.00 per share; application(s) and/or declaration(s) Incorporation be amended to eliminate
d. Amendments to Rules 11Aa3–1 and should submit their views in writing by classification of the Board of Directors.
11Ac1–2 under the Securities Exchange April 25, 2005, to the Secretary, PHI states that if the Proposed
Act of 1934 (‘‘Exchange Act’’) Securities and Exchange Commission, Amendment is approved, each nominee
(redesignated as Rule 601 and 603 of Washington, DC 20549–0609, and serve for election as a director, including
Regulation NMS) (‘‘Market Data Rules’’), a copy on the relevant applicant(s) and/ directors standing for reelection, will be
which would update the requirements or declarant(s) at the address(es) elected for a one-year term. The
for consolidating, distributing, and specified below. Proof of service (by Proposed Amendment will not shorten
displaying market information, and affidavit or, in the case of an attorney at the term of any director elected at or
amendments to the joint industry plans law, by certificate) should be filed with prior to the 2005 Annual Meeting.
for disseminating market information the request. Any request for hearing Accordingly, in 2006 only the nominees
that would modify the formulas for should identify specifically the issues of to succeed the directors whose terms
allocating plan revenues (‘‘Allocation facts or law that are disputed. A person expire in 2006, would be elected for
Amendment’’) and broaden who so requests will be notified of any one-year terms. In 2007, the nominees to
participation in plan governance hearing, if ordered, and will receive a succeed the directors whose terms
(’’Governance Amendment’’); and copy of any notice or order issued in the expire in 2007 and to succeed the
matter. After April 25, 2005, the directors elected in 2006 would be
e. Redesignation of the national elected for one-year terms. Beginning in
application(s) and/or declaration(s), as
market system (‘‘NMS’’) rules adopted 2008, all of the members of the Board
filed or as amended, may be granted
under the Exchange Act and inclusion of Directors would be elected for one-
and/or permitted to become effective.
of those rules, as well as Rules 610, 611, year terms. Under paragraph D of
and 612, under Regulation NMS. Notice of Proposal To Amend Charter; Article V of the Restated Certificate of
Regulation NMS also would include a Order Authorizing the Solicitation of Incorporation, any vacancy on the Board
separate definitional rule that would (i) Proxies of Directors resulting other than because
retain most of the definitions currently Pepco Holdings, Inc. (‘‘PHI’’), 701 of an increase in the authorized number
used in the NMS rules, (ii) include new Ninth Street, Washington, DC 20068, a of directors elected by shareholders may
definitions related to the rules being Delaware corporation and a registered be filled by a majority of the directors
considered for adoption, and (iii) update public utility holding company under then in office. In accordance with this
or eliminate obsolete definitions in the the Act, has filed a declaration provision, if during the transition period
NMS rules. (‘‘Declaration’’) under to sections 6(a)(2) a vacancy occurs with respect to a
At times, changes in Commission and 12(e) of the Act and rules 54, 62 and director whose term of office continues
priorities require alterations in the 65 under the Act. beyond the next annual meeting, the
scheduling of meeting items. PHI requests authority to (i) amend its term of any director elected to fill such
For further information and to corporate charter to eliminate a vacancy shall expire at the next
ascertain what, if any, matters have been classification of the Board of Directors shareholders’ meeting at which
added, deleted or postponed, please (‘‘Proposed Amendment’’) and (ii) directors are elected, and the remainder
contact: The Office of the Secretary at solicit proxies from the holders of PHI’s of the term, if any, shall be filled by a
(202) 942–7070. shares of common stock to implement director elected at that meeting.
the Proposed Amendment. PHI states that in accordance with
Dated: March 30, 2005. PHI states that it has had a staggered paragraph G of Article V of the Restated
Jonathan G. Katz, Board of Directors in place since it Certificate of Incorporation, adoption of
Secretary. became a public company at the time of the Proposed Amendment requires the
[FR Doc. 05–6740 Filed 3–31–05; 4:42 pm] the closing of the merger involving its affirmative vote of the holders of two-
BILLING CODE 8010–01–P public utility subsidiary Potomac thirds the outstanding shares of PHI’s

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