Notices. Notice and request for comments

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BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 35-28064] Filing Under the Public Utility Holding Company Act of 1935, as Amended (“Act”) November 15, 2005. Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application-declaration for complete statements of the proposed transactions summarized below. The application-declaration and any amendments are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application-declaration should submit their views in writing by December 12, 2005, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on Applicants at the addresses specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify 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 this matter. After December 12, 2005, the application-declaration, as filed or as amended, may be granted and/or permitted to become effective. National Fuel Gas Company, et al. (70-10074) National Fuel Gas Company (“NFG”), a registered holding company, National Fuel Gas Distribution Corporation (“Distribution”), a public-utility subsidiary company of NFG, and NFG's nonutility subsidiary companies, National Fuel Gas Supply Corporation, Horizon Energy Development, Inc. and its subsidiaries, Highland Forest Resources, Inc. and its subsidiaries, Leidy Hub, Inc., Data-Track Account Services, Inc., Horizon LFG, Inc. and its subsidiaries, Horizon Power, Inc. and its subsidiaries, all at 6363 Main Street, Williamsville, New York 14221, Seneca Resources Corporation and its subsidiaries, at 1201 Louisiana Street, Suite 400 Houston, Texas 77002, and National Fuel Resources, Inc. at 165 Lawrence Bell Drive, Suite 120, Williamsville, New York 14221 (Distribution and NFG's nonutility subsidiary companies are collectively referred to as, “Subsidiaries”), have filed a post-effective amendment to their application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b), 12(f), and 13 of the Act and rules 45 and 54 under the Act.

By order dated November 12, 2002 (HCAR No. 27600) (“Prior Order”) the Commission authorized NFG and its Subsidiaries to engage in financing and related transactions through December 31, 2005 (“Authorization Period”). Specifically, the Commission authorized:

(i)NFG to increase equity and long-term debt capitalization in an aggregate amount of up to an additional $1.5 billion, excluding any common stock issued under NFG's shareholder rights plan, and to utilize the proceeds to make investments in its Subsidiaries, and for other corporate purposes;

(ii)NFG to issue and sell from time to time up to $750 million principal amount of unsecured short-term debt securities such as commercial paper and notes issued under credit facilities;

(iii)NFG and the Subsidiaries to enter into interest rate hedges with respect to outstanding indebtedness and to enter into certain anticipatory interest rate hedging transactions;

(iv)NFG to guarantee securities of its Subsidiaries and provide other forms of credit support with respect to obligations of its Subsidiaries as may be necessary in the ordinary course of business in an aggregate amount not to exceed $2 billion outstanding at any one time;

(v)NFG to continue to administer the NFG system money pool (“Money Pool”) and invest surplus funds in the Money Pool and for the Subsidiaries to invest surplus funds and make borrowing from the Money Pool subject to certain limitations;

(vi)NFG and the nonutility subsidiary companies to organize and acquire the securities of one or more entities (“Financing Subsidiary”) formed for the purpose of effecting financing transaction for NFG and its Subsidiaries and to guarantee the obligations of such Financing Subsidiaries;

(vii)NFG and the Subsidiaries to change the terms of any majority-owned nonutility subsidiary authorized capitalization; and

(viii)NFG to consolidate or otherwise reorganize all or any part of its direct and indirect ownership interest in nonutility subsidiaries. Under the Prior Order the Commission reserved jurisdiction over

(i)the issuance of securities by NFG and are rated below investment grade, and

(ii)the solicitation of shareholder approvals in connection with the adoption of any new stock-based plan or the extension or amendment of any existing stock-based plan. NFG and its Subsidiaries are now requesting the Commission extend the Authorization Period from December 31, 2005 to and including February 8, 2006. NFG and its Subsidiaries (70-10074) are not requesting any other changes to the terms, conditions, and limitations imposed under the Prior Order. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz, Secretary. [FR Doc. E5-6411 Filed 11-21-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52772; File No. SR-NSCC-2005-13] Self-Regulatory Organizations; National Securities Clearing Corporation; Order Approving Proposed Rule Change To Modify and Consolidate Clearing Fund Rules November 14, 2005. I. Introduction On September 20, 2005, the National Securities Clearing Corporation (“NSCC”) filed with the Securities and Exchange Commission (“Commission”) proposed rule change SR-NSCC-2005-13 pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”). 1 Notice of the proposal was published in the **Federal Register** on October 11, 2005. 2 On October 21, 2005, NSCC amended the proposed rule change. 3 The Commission received one comment letter in response to the proposed rule change. 4 For the reasons discussed below, the Commission is approving the proposed rule change. 1 15 U.S.C. 78s(b)(1). 2 Securities Exchange Act Release No. 52552 (October 3, 2005), 70 FR 59112. 3 The amendment was clarifying in nature and made no substantive changes to the proposed rule change as originally filed. Therefore, republication of notice is not required. 4 Letter from Dennis A. Young, Vice President and Treasurer, Cosse International Securities, Inc. (November 1, 2005). The comment letter did not address the proposed rule change. II. Description 1. Clearing Fund Formula Enhancements NSCC's clearing fund formula consists of a number of components designed to calculate NSCC's exposure to participants' unsettled portfolios. For CNS and Balance Order transactions, the clearing fund formula includes, among other components, a mark-to-market calculation and a volatility calculation. 5 5 The other components for CNS and Balance Order activity are a CNS fail charge, a charge for market maker domination, and special charges. The current mark-to-market calculation includes trades that have not yet reached settlement date but excludes from the calculation trades that have reached T + 3 and CNS fail positions ( *i.e.* , net positions that did not settle on settlement date). NSCC is enhancing the mark-to-market calculation to include trades that have reached settlement date and net CNS fail positions. This is intended to enable NSCC to more accurately cover its mark-to-market exposure to participants' unsettled portfolios in the event of an intraday insolvency of a participant. When making this calculation, NSCC may but is not required to take into account securities that a participant has delivered to CNS in the night cycle. 6 6 The October 21, 2005, amendment clarified that while NSCC generally intends to take such deliveries into account when making this calculation, it will not do so if it would otherwise cause operational or administrative problems, and it reserves the right not to do so based upon the financial or operational condition of a particular participant at the time such calculation is made. The volatility component of the clearing fund formula rule provides that NSCC may exclude from volatility calculations net unsettled positions in classes of securities whose volatility is either less amenable to statistical analysis, such as OTC Pink Sheet issues trading below $5.00, or amenable to such analysis only in a complex manner, such as municipal or corporate bonds. The amount of clearing fund required to satisfy the volatility component for these positions is determined as a percentage haircut (currently 2% for municipal and corporate bonds). NSCC is enhancing its volatility component and is replacing the 2% haircut for corporate and municipal bonds with a fixed income volatility calculation. NSCC will continue to use a haircut for fixed income securities in circumstances it deems appropriate, such as where sufficient market or security information is not available. 2. Technical Clarifications When NSCC revised its clearing fund formula in 2001 to move to a risk-based calculation, 7 it applied the revised formula to participants on a rolling basis. To accommodate this transition, NSCC's rules retained two versions of Addendum B (Standards of Financial Responsibility and Operational Capability) and two versions of Procedure XV (Clearing Fund Formula and Other Matters). Version 1 of both Addendum B and Procedure XV was non-risk-based and Version 2 was risk-based. Version 2 is currently located in Appendix 1. 7 Securities Exchange Act Release No. 44431 (June 15, 2001), 66 FR 33280. With limited exception, all participants are now subject to the clearing fund provisions of Version 2 of Procedure XV and Version 2 of Addendum B. Accordingly, in order to simplify the rules and enable participants to locate provisions applicable to them more readily, NSCC is restructuring its Addendums, Procedures, and Rules. As Version 1 of Procedure XV now has limited applicability, NSCC is redesignating it as Version 2 of Procedure XV and moving it to Appendix 1. NSCC will retain only those provisions thereof (and of Version 1 of Addendum B 8 ) that remain applicable. Because Version I of Procedure XV always contained a mark-to-market component, it is also being revised to include in the mark-to-market calculation trades that have reached T + 3 and CNS fail positions. The provisions of Appendix 1 (Version 2 of Procedure XV and Version 2 of Addendum B) will be moved into the body of the rules in place of Version 1 of Procedure XV and Version 1 of Addendum B where they will appear in numerical order. 8 Both versions of Addendum B are substantially identical with the exception of certain provisions of current Version 1 relating to the timing for calculating and collecting clearing fund. The substance of those provisions of Version 1 of Addendum B are added as a note to Version 1 of Procedure XV that will be moved to Appendix 1 and will be renamed Version 2. The rest of Version 1 of Addendum B will be deleted. All participants remain subject to the provisions of Version 2 of Addendum B, which NSCC is moving to the body of its rules from Appendix 1 and redesignating Version 1. As part of these clarifications, Rule 4 (Clearing Fund) is also being corrected to make clear that participants may request a return of any excess clearing fund on any day that NSCC has determined that the participant's actual deposit exceeds its required deposit. Finally, certain technical corrections are being made to Rule 4 and to the clearing fund formula to provide consistent terminology and delete obsolete references. III. Discussion Section 19(b) of the Act directs the Commission to approve a proposed rule change of a self-regulatory organization if it finds that such proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to such organization. Section 17A(b)(3)(F) of the Act requires that the rules of a clearing agency be designed to assure the safeguarding of securities and funds which are in its custody or control or for which it is responsible. 9 The Commission believes that NSCC's rule change is consistent with this Section because it will permit NSCC to better assure the safeguarding of funds and securities which are in its custody or control or for which it is responsible by allowing NSCC to more precisely identify the risks posed by a participant's unsettled portfolio and more quickly adjust and collect additional needed clearing fund collateral than it could using the old formula. As a result NSCC should be better protected from the risk associated with a participant's default because the clearing fund deposits it collects should more accurately reflect NSCC's exposure. 9 15 U.S.C. 78q-1(b)(3)(F). IV. Conclusion On the basis of the foregoing, the Commission finds that the proposed rule change is consistent with the requirements of the Act and in particular Section 17A of the Act and the rules and regulations thereunder. *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, that the proposed rule change (File No. SR-NSCC-2005-13) be and hereby is approved. For the Commission by the Division of Market Regulation, pursuant to delegated authority. 10 10 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-6410 Filed 11-21-05; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-52774; File No. SR-NSX-2005-07] Self-Regulatory Organizations; National Stock Exchange; Order Approving Proposed Rule Change, and Amendment Nos. 1, 2, and 3, Thereto, Relating to the Creation of a Regulatory Oversight Committee November 15, 2005. I. Introduction On August 1, 2005, the National Stock Exchange SM (“NSX” SM or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) 1 and Rule 19b-4 thereunder, 2 a proposed rule change to create a Regulatory Oversight Committee (“ROC”). Notice of the proposed rule change, as amended, was published for comment in the **Federal Register** on October 14, 2005. 3 No comments were received regarding the proposal. This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 *See* Securities Exchange Act Release No. 52573 (October 7, 2005), 70 FR 60113 (“Notice”). II. Description of the Proposed Rule Change NSX proposes to amend the text of Article VI, Section 1.1 of the Exchange's By-Laws to allow it to create, and specifically identify, a ROC that would be subject to the control and supervision of NSX's Board of Directors (“NSX Board”). The NSX also proposes to establish a Regulatory Oversight Committee Charter (“ROC Charter”) that would set forth the functions, scope of responsibilities and composition of the ROC. NSX filed the proposed rule change in accordance with undertakings made by it and as set forth in Section III.F.1. of the Order Instituting Administrative and Cease-And-Desist Proceedings Pursuant to Sections 19(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Sanctions entered May 19, 2005. 4 In its filing, NSX represented that the ROC Charter would include provisions that mirror the terms of its undertaking to the Commission and certification procedures that are consistent with the certification procedures contained in the Order. 5 4 *See In the Matter of National Stock Exchange and David Colker,* Securities Exchange Act Release No. 51715 (May 19, 2005) (“Administrative Order”) at Section III.F.1. 5 *See* Notice. Pursuant to the ROC Charter, the ROC shall be responsible for overseeing all of NSX's regulatory functions and responsibilities and to advise regularly NSX's Board about NSX's regulatory matters. 6 Specifically, the ROC shall: 7

(i)Oversee NSX's regulatory functions to enforce compliance with the federal securities laws and NSX rules, including monitoring the design, implementation, and effectiveness of NSX's regulatory programs;

(ii)recommend to the NSX Board an adequate operating budget for NSX's regulatory functions;

(iii)approve the promulgation, filing, or issuance of new rules, rule amendments, rule interpretations, and regulatory circulars;

(iv)take any other action necessary to fulfill its oversight and advisory responsibilities; and

(v)adopt policies and procedures to ensure the independence of NSX's Chief Regulatory Officer (the “CRO”). The ROC shall also: 6 Proposed ROC Charter. 7 Proposed ROC Charter, Section A. • Be authorized to retain, at NSX's expense, outside counsel and consultants as it deems appropriate to carry out its responsibilities; 8 8 Proposed ROC Charter, Section B. • On at least an annual basis, report to the NSX Board on the state of the Exchange's regulatory program; and 9 9 Proposed ROC Charter, Section C. • Create and maintain complete minutes of all of its meetings, and create and maintain records reflecting the ROC's recommendations or proposals made to NSX Board, and NSX Board's decision as to each such recommendation proposal. 10 10 Proposed ROC Charter, Section D. In the event that the ROC's recommended operating budget for NSX's regulatory functions either:

(1)Is less than the previous year's budget by a material amount,

(2)is rejected by the NSX Board,

(3)is reduced by the NSX Board by a material amount, or

(4)is altered by the NSX Board in a manner that, in the judgment of the ROC, materially impairs the ability of NSX to meet its regulatory obligations, then NSX shall, within fifteen

(15)business days of such NSX Board action, notify the Director of the Commission's Division of Market Regulation in writing, providing copies of all minutes and other records reflecting the ROC's budget proposal and the NSX Board's decision regarding such proposal. 11 11 Proposed ROC Charter, Section E. The CRO shall certify compliance with the required items of the Administrative Order to the ROC on a form and frequency basis set by the ROC, and shall have the authority to require such additional compliance certification from the staff as he deems appropriate and in such forms as he may prescribe. 12 12 Proposed ROC Charter, Section A. In accordance with the functions and responsibilities set forth above, the ROC shall perform certain oversight functions with respect to the CRO and other regulatory personnel. Specifically, NSX represented in its filing that the ROC shall: 13 13 *See* Notice. • Review with the Exchange's CRO and other appropriate regulatory personnel various aspects of the design, implementation, and effectiveness of NSX's regulatory programs; • Review, revise, or approve the CRO's recommendation for a regulatory budget to formulate the ROC's recommendation of an adequate operating budget and staffing level for NSX's regulatory function to the Board; • Review, evaluate, and, if appropriate, recommend to the Board the implementation of any and all actions recommended by the CRO and the Regulatory Services Division (“NSX Regulatory Division”) to fulfill the NSX Regulatory Division's and the ROC's oversight and advisory responsibilities; • Assess the performance of the CRO and review the CRO's assessment of the NSX Regulatory Division's staff in fulfilling their responsibilities and recommend compensation and personnel actions to the NSX Board; and • Review, amend, approve or reject the CRO's recommendations respecting the promulgation, filing, or issuance of new rules, rule amendments, rule interpretations, and regulatory circulars, including the approval (or ratification) of all regulatory circulars issued by the NSX within thirty five days of the issuance of such regulatory circulars. In addition, NSX represented that, on at least an annual basis, the ROC will review the structural protections that separate NSX's regulatory function from its commercial interests by reviewing the supervisory responsibilities of its Chief Executive Officer (“CEO”) and CRO. Further, the ROC will take all steps necessary to provide reasonable assurance that NSX is and remains in compliance with the Administrative Order and will take any other action necessary to fulfill its oversight and advisory responsibilities. 14 14 *Id.* The ROC shall be comprised of no less than three members, who have been appointed by NSX's Chairman with the approval of the NSX Board in a composition consistent with federal securities laws and NSX's By-Laws and Rules. At a minimum, the ROC members shall not be, nor have been during the preceding three years, employees of NSX or any NSX member firm. The ROC shall elect a Chairperson from among its members. 15 15 Proposed ROC Charter. III. Discussion and Commission Findings The Commission has reviewed the proposed rule change, as amended, and finds that it is consistent with the Act and the rules and regulations thereunder applicable to a national securities exchange. 16 Specifically, the Commission finds that the proposed rule change, as amended, furthers the objectives of Section 6(b)(1) 17 of the Act, which requires the Exchange to be so organized and have the capacity to be able to carry out the purposes of the Act and to comply, and to enforce compliance by its members, with the Act and the rules of the Exchange. In addition, the Commission finds that the proposed rule change, as amended, is consistent with Section 6(b)(5) of the Act, 18 which requires, among other things, that the rules of a national securities exchange be designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest. 16 In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). 17 15 U.S.C. 78f(b)(1). 18 15 U.S.C. 78f(b)(5). An exchange's governance structure should be designed to assure that its regulatory function is strong, vigorous, and sufficiently independent and insulated from improper influence from management or any regulated entity. In the Commission's view, the proposal is designed to advance this goal. The proposed amendments provide for a ROC which will be composed of members that shall not be, nor have been during the preceding three years, employees of NSX or any NSX member firm. The ROC will be responsible for oversight of all of NSX's regulatory functions and responsibilities, including, among other things, approving new NSX rules and adopting policies and procedures to ensure the independence of the NSX's CRO. Also, the ROC will review, on at least an annual basis, the structural protections that separate NSX's regulatory function from its commercial interests by reviewing the supervisory responsibilities of NSX's CEO and CRO. 19 The Commission believes that these proposed amendments to the NSX's governance structure will add a degree of independence that should serve to insulate NSX's regulatory activity from its economic interests. As noted above, the Commission notes that NSX filed the proposed rule change in accordance with its undertakings as set forth in the Administrative Order, and represented that the proposed rule change includes provisions that mirror the terms of the undertaking. The Commission believes that in this context, the Exchange's proposal is consistent with the statutory requirements under Section 6(b)(1) of the Act. 20 The Commission notes that it is in the process of reviewing a range of governance issues relating to self-regulatory organizations (“SROs”), including possible steps to strengthen the framework for the governance of SROs and ways to improve the transparency of the governance procedures for all SROs, and has proposed rules in furtherance of this goal, including proposed rules relating to an exchange's ROC. 21 Depending on the results of the proposed rules, NSX may be required to make further changes to strengthen its governance structure and ensure that its ROC continues to comply with federal securities laws. 19 *See supra* note 14 and accompanying text. 20 15 U.S.C. 78f(b)(1). 21 *See* Securities Exchange Act Release No. 50699 (November 18, 2004), 69 FR 71126 (December 8, 2004). IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 22 that the proposed rule change (File No. SR-NSX-2005-07) and Amendment Nos. 1, 2, and 3, thereto be, and hereby are, approved. 22 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 23 23 17 CFR 200.30-3(a)(12). Jonathan G. Katz, Secretary. [FR Doc. E5-6409 Filed 11-21-05; 8:45 am] BILLING CODE 8010-01-P SMALL BUSINESS ADMINISTRATION Data Collection Available for Public Comments and Recommendations ACTION: Notice and request for comments. SUMMARY: In accordance with the Paperwork Reduction Act of 1995, this notice announces the Small Business Administration's intentions to request approval on a new and/or currently approved information collection. DATES: Submit comments on or before January 23, 2006. ADDRESSES: Send all comments regarding whether this information collection is necessary for the proper performance of the function of the agency, whether the burden estimates are accurate, and if there are ways to minimize the estimated burden and enhance the quality of the collection, to Gail Hepler, Chief 504 Program Branch, Office of Financial Assistance, Small Business Administration, 409 3rd Street, SW., Suite 8300, Washington, DC 20416. FOR FURTHER INFORMATION CONTACT: Gail Hepler, Chief, 504 Program Branch, 202-205-7530, *gail.hepler@sba.gov* . Curtis B. Rich, Management Analyst, 202-205-7030, *curtis.rich@sba.gov* . SUPPLEMENTARY INFORMATION: *Title:* “Gulf Coast Relief Financing Pilot Information Collection.” *Description of Respondents:* Small Businesses devastated by Hurricanes Katrina and Rita. *Form No.'s:* 2276-Parts ABC, 2279, 2280, 2281 and 2282. *Annual Responses:* 8,000. *Annual Burden:* 8,000. Jacqueline White, Chief, Administrative Information Branch. [FR Doc. 05-23044 Filed 11-21-05; 8:45 am]

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