[Federal Register: January 15, 2010 (Volume 75, Number 10)]
[Notices]
[Page 2531-2532]
[DOCID:fr15ja10-49]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

January 5, 2010.
    Take notice that the Commission received the following electric
corporate filings:
    Docket Numbers: EC05-110-002.
    Applicants: MidAmerican Energy Holdings Company, PacifiCorp.
    Description: PacifiCorp requests approval to remove the Market
Monitor installed upon MidAmerican Energy Holdings Company's
acquisition of PacifiCorp in 2005.
    Filed Date: 12/28/2009.
    Accession Number: 20100104-0203.
    Comment Date: 5 p.m. Eastern Time on Tuesday, January 19, 2010.

    Docket Numbers: EC10-14-001.
    Applicants: Foote Creek II, LLC, Foote Creek III, LLC, Foote Creek
IV, LLC, Ridge Crest Wind Partners, LLC, Oak Creek Wind Power, LLC,
Terra-Gen VG Wind, LLC, Terra-Gen 251 Wind, LLC, Chandler Wind
Partners, LLC.
    Description: On January 4, 2010 Chandler Wind Partners, LLC, et al.
filed an Expedited Supplemental Authorization Request. And On January
5, 2010 filed a Request for Supplemental Authorization to January 4,
2010 Supplement.
    Filed Date: 01/04/2010; 01/05/2010.
    Accession Number: 20100104-5041; 20100105-5034.
    Comment Date: 5 p.m. Eastern Time on Tuesday, January 19, 2010.

    Take notice that the Commission received the following electric
rate filings:
    Docket Numbers: ER99-2311-014; ER97-2846-017.
    Applicants: Florida Power Corporation, Carolina Power & Light
Company.
    Description: Amendment to Notice of Change in Status for Florida
Power Corporation, et al.
    Filed Date: 01/04/2010.
    Accession Number: 20100104-5014.
    Comment Date: 5 p.m. Eastern Time on Monday, January 25, 2010.

    Docket Numbers: ER99-2948-018; ER00-2918-017; ER10-346-003; ER05-
261-010; ER01-556-016; ER01-1654-

020; ER02-2567-017; ER05-728-010; ER04-485-015; ER07-247-009; ER07-245-
009; ER07-244-009.
    Applicants: Baltimore Gas and Electric Company, Constellation Power
Source Generation, Inc., Calvert Cliffs Nuclear Power Plant LLC,
Constellation Energy Commodities Group, Inc., Handsome Lake Energy,
LLC, Nine Mile Power Nuclear Station, LLC, Constellation NewEnergy,
Inc., Constellation Energy Commodities Group Maine, LLC, R.E. Ginna
Nuclear Power Plant, Raven One, LLC, Raven Two, LLC, Raven Three, LLC.
    Description: Constellation MBR Entities and Affiliated MBR Entities
submits their Request for Determination of Category 1 Seller in the
Southwest Power Pool, Southwest and Northwest Regions etc.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0152.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.

    Docket Numbers: ER09-1417-001.
    Applicants: Wabash Valley Power Association, Inc.
    Description: Wabash Valley Power Association, Inc submits First
Revised Rate Schedules to replace certain Rate Schedules and cancelling
certain Rate Schedules previously filed on 7/6/09 in compliance with
Order No 614.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0154.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.

    Docket Numbers: ER10-507-000.
    Applicants: ERA MA, LLC.
    Description: ERA MA, LLC submits an application for market-based
rate authority and designation of Category 1 Status.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0151.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.

    Docket Numbers: ER10-522-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Pacific Gas and Electric Company submits an amended
Appendix A to the Interconnection Agreement with United States
Department of Energy Office of Science etc.
    Filed Date: 12/28/2009.
    Accession Number: 20091231-0238.
    Comment Date: 5 p.m. Eastern Time on Tuesday, January 19, 2010.

    Docket Numbers: ER10-536-000; ER10-538-000.
    Applicants: Puget Sound Energy, Inc.
    Description: Puget Sound Energy, Inc submits a Network Integration
Transmission Agreement dated as of 12/29/09 with Bonneville Power
Administration designated as Original Service Agreement 484, Original
Sheets 1 through 19.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0070.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.

    Docket Numbers: ER10-547-000.
    Applicants: Golden Spread Electric Cooperative, Inc.
    Description: Golden Spread Electric Cooperative, Inc submits
Revised Sheet 104 et al. to First Revised Rate Schedule 23 through 33.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0153.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.

    Docket Numbers: ER10-549-000.
    Applicants: PJM Interconnection, LLC.
    Description: PJM Interconnection, LLC submits amendments to
Schedule 12--Appendix of the PJM Tariff.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0149.
    Comment Date: 5 p.m. Eastern Time on Monday, February 1, 2010.

    Docket Numbers: ER10-550-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Southwest Power Pool, Inc submits revisions to the
Open Access Transmission Tariff to incorporate revisions etc.
    Filed Date: 12/31/2009.
    Accession Number: 20100104-0150.
    Comment Date: 5 p.m. Eastern Time on Thursday, January 21, 2010.
    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>
or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2010-636 Filed 1-14-10; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register Volume 77, Number 147 (Tuesday, July 31, 2012)]
[Proposed Rules]
[Page 45326]
[FR Doc No: 2012-18520]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R09-OAR-2012-0021; FRL-9707-6]

Approval, Disapproval and Promulgation of Air Quality
Implementation Plans; Arizona; Regional Haze State and Federal
Implementation Plans

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule; notice of additional public hearings and
extension of comment period.

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SUMMARY: EPA is holding two additional public hearings in Arizona on
August 14 and 15, 2012, for the proposed rule, ``Approval, Disapproval
and Promulgation of Air Quality Implementation Plans; Arizona; Regional
Haze State and Federal Implementation Plans'', published in the Federal
Register on July 20, 2012 (77 FR 42833). The two hearings will provide
opportunities for public comment in addition to the public hearing
already scheduled for July 31, 2012, in Phoenix, Arizona. EPA also is
extending the public comment period to September 18, 2012, to provide
60 days of comment after the publication of the proposed rule.

DATES: The public hearings will be held on August 14 and 15, 2012. See
the SUPPLEMENTARY INFORMATION section for further details about the
public hearings. Extension of comment period: September 18, 2012.

ADDRESSES: See the SUPPLEMENTARY INFORMATION section for hearing
locations.

FOR FURTHER INFORMATION CONTACT: If you have questions about the public
hearings, please contact Thomas Webb, U.S. EPA, Region 9, phone (415)
947-4139, email<EMAIL_ADDRESS>If you are a person with a
disability under the ADA and require a reasonable accommodation for
this event, please contact Philip Kum at<EMAIL_ADDRESS>or at (415)
947-3566 by July 31, 2012.

SUPPLEMENTARY INFORMATION: Section 169A of the Clean Air Act (CAA)
establishes as a national goal the ``prevention of any future, and the
remedying of any existing, impairment of visibility in mandatory Class
I Federal areas which impairment results from manmade air pollution.''
Arizona has twelve mandatory Class I areas; several Class I areas in
other states are also affected by emissions from Arizona facilities.
    Regional haze is visibility impairment caused by the cumulative air
pollutant emissions from numerous sources over a wide geographic area.
EPA's proposed Regional Haze Federal Implementation Plan (FIP) for
Arizona addresses the requirements of the CAA and EPA's regional haze
regulations pertaining to Best Available Retrofit Technology (BART) for
three electric generating stations in Arizona: Apache Generating
Station, Cholla Power Plant and Coronado Generating Station. EPA will
propose to address other facilities and other elements of the Arizona
SIP in a later action. The proposed rule, ``Approval, Disapproval and
Promulgation of Air Quality Implementation Plans; Arizona; Regional
Haze State and Federal Implementation Plans'', was published in the
Federal Register on July 20, 2012 (77 FR 42833).
    The proposed rule and information on which the proposed rule relies
are available in the docket for this action. Generally, documents in
the docket for this action will be available electronically at
www.regulations.gov and in hard copy at EPA Region IX, 75 Hawthorne
Street, San Francisco, California. While all documents in the docket
are listed at www.regulations.gov, some information may be publicly
available only at the hard copy location (e.g., copyrighted material,
large maps), and some may not be publicly available in either location
(e.g., Confidential Business Information). To inspect the hard copy
materials, please schedule an appointment during normal business hours
with the contact listed in the FOR FURTHER INFORMATION CONTACT section.
    Public hearings: EPA will hold public hearings at the following
dates, times and locations to accept oral and written comments into the
record. These hearings will provide further opportunities for public
comment beyond the initial hearing scheduled for July 31, 2012, in
Phoenix, Arizona. See the proposed rule for more information on the
July 31 hearing.
    Date: August 14, 2012.
    Time: 6:00-8:00 p.m.
    Location: Northland Pioneer College, Painted Desert Campus, Tiponi
Community Center, Conference Room, 2251 East Navajo Boulevard,
Holbrook, AZ 86025.
    Date: August 15, 2012.
    Time: 6:00-8:00 p.m.
    Location: Cochise College, Benson Center, Rooms 113 and 115, 1025
South State Route 90, Benson, AZ 85602-6501.
    The public hearings will provide the public with an opportunity to
present data, views, or arguments concerning the proposed action for
Arizona. EPA may ask clarifying questions during the oral
presentations, but will not respond to the presentations at that time.
Simultaneous translation in Spanish will be available during the public
hearings. Written statements and supporting information submitted
during the comment period will be considered with the same weight as
any oral comments and supporting information presented at the public
hearings. Please consult the proposed rule for guidance on how to
submit written comments to EPA.
    At the public hearings, the hearing officer may limit the time
available for each commenter to address the proposal to five minutes or
less if the hearing officer determines it is appropriate. Any person
may provide written or oral comments and data pertaining to our
proposal at the public hearings. We will include verbatim transcripts,
in English, of the hearing and written statements in the rulemaking
docket.
    Extension of comment period: EPA also is extending the public
comment period for the proposed rule to provide more time for comments
and to align with the dates of the public hearings. The comment period
will now end on September 18, 2012.

    Dated: July 24, 2012.
Kerry J. Drake,
Acting Air Division Director, Region IX.
[FR Doc. 2012-18520 Filed 7-30-12; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 84, Number 58 (Tuesday, March 26, 2019)]
[Notices]
[Pages 11354-11357]
[FR Doc No: 2019-05703]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-85374; File No. SR-NYSE-2018-54]

Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Granting Approval of a Proposed Rule Change Amending Sections 312.03
and 312.04 of the Listed Company Manual To Amend the Price Requirements
for Certain Exceptions From the Shareholder Approval Rules

March 20, 2019.

I. Introduction

    On December 3, 2018, New York Stock Exchange LLC (``NYSE'' or the
``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 amend Sections 312.03 and 312.04 of the NYSE
Listed Company Manual (``Manual'') to modify the price requirements
that companies must meet to avail themselves of certain exceptions from
the shareholder approval requirements set forth in Section 312.03. The
proposed rule change was published for comment in the Federal Register
on December 20, 2018.\3\ On January 30, 2019, pursuant to Section
19(b)(2) of the Act,\4\ the Commission designated March 20, 2019, as
the date by which it should either approve the proposed rule change,
disapprove the proposed rule change, or institute proceedings to
determine whether to disapprove the proposed rule change.\5\ The
Commission has received no comment letters on the proposal. This order
approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 84821 (Dec. 14,
2018), 83 FR 65378 (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 85005 (Jan. 30,
2019), 84 FR 1812 (Feb. 5, 2019).
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II. Description of the Proposal

    The Exchange has proposed to amend Sections 312.03 and 312.04 of
the Manual to modify the price requirements that companies must meet

to avail themselves of certain exceptions from the shareholder approval
requirements set forth in Section 312.03.
    Currently, under Section 312.03(b), the Exchange requires a NYSE-
listed company to obtain shareholder approval prior to the issuance of
common stock, or of securities convertible into or exercisable for
common stock, in any transaction or series of related transactions, to
a director, officer or substantial security holder of the company (each
a ``Related Party''); a subsidiary, affiliate or other closely-related
person of a Related Party; or any company or entity in which a Related
Party has a substantial direct or indirect interest, if the number of
shares of common stock to be issued, or if the number of shares of
common stock into which the securities may be convertible or
exercisable, exceeds either one percent of the number of shares of
common stock or one percent of the voting power outstanding before the
issuance (``Related Party Transaction'').\6\ However, if the Related
Party involved in the transaction is classified as such solely because
such person is a substantial security holder (``Substantial Security
Holder Transaction''), and if the issuance relates to a sale of stock
for cash at a price at least as great as each of the book and market
value of the issuer's common stock, then shareholder approval would not
be required unless the number of shares of common stock to be issued,
or unless the number of shares of common stock into which the
securities may be convertible or exercisable, exceeds either five
percent of the number of shares of common stock or five percent of the
voting power outstanding before the issuance.\7\
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    \6\ See Section 312.03(b) of the Manual.
    \7\ See id.
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    In addition, under Section 312.03(c), the Exchange currently
requires a NYSE-listed company to obtain shareholder approval prior to
the issuance of common stock, or of securities convertible into or
exercisable for common stock, in any transaction or series of related
transactions if: (1) The common stock has, or will have upon issuance,
voting power equal to or in excess of 20 percent of the voting power
outstanding before the issuance of such stock or of securities
convertible into or exercisable for common stock or; (2) the number of
shares of common stock to be issued is, or will be upon issuance, equal
to or in excess of 20 percent of the number of shares of common stock
outstanding before the issuance of the common stock or of securities
convertible into or exercisable for common stock (``20% Issuance'').
However, shareholder approval would not be required for any 20%
Issuance involving any bona fide private financing,\8\ if such
financing involves a sale of common stock, for cash, at a price at
least as great as each of the book and market value of the issuer's
common stock or the sale of securities convertible into or exercisable
for common stock, for cash, if the conversion or exercise price is at
least as great as each of the book and market value of the issuer's
common stock.\9\
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    \8\ ``Bona fide private financing'' is defined as a sale in
which either a registered broker-dealer purchases the securities
from the issuer with a view to the private sale of such securities
to one or more purchasers; or the issuer sells the securities to
multiple purchasers, and not one such purchaser, or group of related
purchasers, acquires, or has the right to acquire upon exercise or
conversion of the securities, more than five percent of the shares
of the issuer's common stock or more than five percent of the
issuer's voting power before the sale. See Section 312.04(g) of the
Manual.
    \9\ See Section 312.03(c) of the Manual. Shareholder approval is
also not required for any 20% Issuance involving any public offering
for cash. See id.
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    ``Market value'' of the issuer's common stock is defined in Section
312.04(i), for purposes of shareholder approval required under Section
312.03, as the official closing price on the Exchange as reported to
the Consolidated Tape immediately preceding the entering into of a
binding agreement to issue the securities.\10\ The current rule
provides that, for example, if the transaction is entered into after
the close of the regular session at 4:00 p.m. Eastern Standard Time on
a Tuesday, then Tuesday's official closing price is used. If the
transaction is entered into at any time between the close of the
regular session on Monday and the close of the regular session on
Tuesday, then Monday's official closing price is used.\11\ The current
rule also states that an average price over a period of time is not
acceptable as ``market value'' for purposes of Section 312.03.\12\
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    \10\ See Section 312.04(i) of the Manual.
    \11\ See id.
    \12\ See id.
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    The Exchange has proposed a new measure of market value for
purposes of Section 312.03, to be known as the ``Minimum Price,'' which
will be defined as a price that is the lower of (1) the Official
Closing Price immediately preceding the signing of the binding
agreement to issue the securities or (2) the average Official Closing
Price for the five trading days immediately preceding the signing of
the binding agreement to issue the securities.\13\ The Exchange has
proposed to define ``Official Closing Price'' of the issuer's common
stock as the official closing price on the Exchange as reported to the
Consolidated Tape \14\ immediately preceding the signing of a binding
agreement to issue the securities.\15\ This definition is based on the
current definition of ``Market Value'' in Section 312.04(i), which
currently uses the official closing price as reported to the
Consolidated Tape in its definition, with certain changes.\16\ Under
the proposal, the exceptions to the shareholder approval requirements
set forth in Sections 312.03(b) and (c) described above \17\ will only
be available for issuances that are priced at least as great as the
Minimum Price. In addition, while the new definition of ``Official
Closing Price'' would retain the example in the current definition of
``Market Value,'' the Exchange proposed to delete the statement that an
average price over a period of time is not acceptable as ``market
value'' for purposes of Section 312.03.\18\ The Exchange stated that
this statement will no longer be accurate upon approval of the proposed
rule change.\19\
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    \13\ See proposed Section 312.04(i) of the Manual.
    \14\ The Exchange states that the manner in which the official
closing price as reported to the Consolidated Tape is determined is
set forth in NYSE Rule 123C(1)(e). See Notice, supra note 3, at
65379 n.6.
    \15\ See proposed Section 312.04(j) of the Manual. The Exchange
proposes to renumber existing subsections (j) and (k) as subsections
(k) and (l), respectively. See proposed Section 312.04(j)-(l) of the
Manual.
    \16\ See supra notes 10-12 and accompanying text. The new
definition of ``Official Closing Price'' would replace all
references to ``entering into'' agreements and/or transactions with
``signing'' agreements and/or transactions. The Exchange stated in
its proposal that this change would conform the language used
throughout the rule and does not have any substantive effect. See
Notice, supra note 3, at 65379 n.7.
    \17\ See supra notes 7-9 and accompanying text.
    \18\ See proposed Section 312.04(j) of the Manual.
    \19\ See Notice, supra note 3, at 65379.
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    In proposing to use a five-day average closing price to determine
if a shareholder vote is required under Sections 312.03(b) and (c), the
Exchange stated that it is a widespread practice in commercial
transactions involving the issuance of securities to use a five-day
average when pricing transactions to avoid unanticipated and
inequitable results that may occur with use of a single day's closing
price if there is unexpected price volatility.\20\ While the Exchange
noted that there are potential negative consequences to using a five-
day average as the sole measure of whether shareholder approval is
required,\21\ the Exchange stated that it believes that the risks of
using the five-day average closing price are already accepted by the
market, as evidenced by

the use of an average price in transactions that do not require
shareholder approval, such as those transactions where less than 20% of
the outstanding shares are being issued.\22\ Thus, the Exchange
proposed to define market value as the lower of the most recent closing
price or five-day average closing price.\23\
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    \20\ See id.
    \21\ See id.
    \22\ See id.
    \23\ See id.
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    In conjunction with its proposal to redefine market value for
purposes of determining whether an exception to the shareholder
approval requirements of Sections 312.03(b) and (c) is available, the
Exchange has also proposed to eliminate the current requirement that
the price paid in a Substantial Security Holder Transaction or 20%
Issuance qualifying for such exceptions must not be less than book
value. Currently, as noted above, the Exchange's rules provide
exceptions to the shareholder approval requirements in Sections
312.03(b) and (c) for certain sales of common stock for cash at a price
at least as great as market and book value. Under the proposal,
Substantial Security Holder Transactions and 20% Issuances that
otherwise qualify for the exceptions to the shareholder approval
requirements in Sections 312.03(b) and (c) and are priced below book
value but at or above market value, as defined by the Minimum Price,
would no longer require shareholder approval. In its proposal, the
Exchange stated that book value is an accounting measure that is based
on the historic cost of assets rather than their current value, and
that it believes it is not a meaningful measure of whether a
transaction is dilutive or should otherwise require shareholder
approval.\24\
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    \24\ See id.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities
exchange.\25\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\26\ which
requires, among other things, that the rules of a national securities
exchange be designed to prevent fraudulent and manipulative acts and
practices, 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; and are not designed to permit unfair discrimination
between customers, issuers, brokers, or dealers.
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    \25\ 15 U.S.C. 78f(b). In approving this proposed rule change,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \26\ 15 U.S.C. 78f(b)(5).
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    The development and enforcement of meaningful corporate governance
listing standards for a national securities exchange is of substantial
importance to financial markets and the investing public, especially
given investor expectations regarding the nature of companies that have
achieved an exchange listing for their securities. The corporate
governance standards embodied in the listing standards of national
securities exchanges, in particular, play an important role in assuring
that exchange-listed companies observe good governance practices
including safeguarding the interests of shareholders with respect to
certain potentially dilutive transactions.\27\
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    \27\ See, e.g., Securities Exchange Act Release Nos. 84287
(Sept. 26, 2018), 83 FR 49599 (Oct. 2, 2018) (SR-NASDAQ-2018-008)
(approving amendments to change the definition of market value for
purposes of the shareholder approval rule and eliminate the
requirement for shareholder approval of issuances at a price less
than book value but greater than market value); 76814 (Dec. 31,
2015), 81 FR 0820 (Jan. 7, 2016) (SR-NYSE-2015-02) (approving
amendments to the NYSE Listed Company Manual to exempt early stage
companies from having to obtain shareholder approval in certain
circumstances); 48108 (June 30, 2003), 68 FR 39995 (July 3, 2003)
(SR-NYSE-2002-46 and SR-NASD-2002-140) (approving equity
compensation shareholder approval rules of both the NYSE and the
National Association of Securities Dealers, Inc. n/k/a NASDAQ); and
58375 (Aug. 18, 2008), 73 FR 49498 (Aug. 21, 2008) (File No. 10-182)
(order approving registration of BATS Exchange, Inc. noting that
qualitative listing requirements including shareholder approval
rules are designed to ensure that companies trading on a national
securities exchange will adequately protect the interest of public
shareholders).
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    As discussed above, the proposal would, among other things, (i)
change the definition of market value, for purposes of determining
whether exceptions to the shareholder approval requirements under
Sections 312.03(b) and (c) are met, by proposing to use the lower of
the official closing price or five-day average closing price and, as a
result, also remove the prohibition on an average price over a period
of time being used as a measure of market value for purposes of Section
312.03; and (ii) eliminate the requirement for shareholder approval
under Sections 312.03(b) and (c) at a price that is less than book
value but at least as great as market value. The Commission has
carefully considered the proposal and finds that the proposed rule
change is consistent with the Act.
    The Commission believes that the proposed change to the
determination of market value (proposed to be defined as ``Minimum
Price''), to use the lower of the official closing price or five-day
average closing price, for determining whether certain exceptions to
the shareholder approval provisions apply to Substantial Security
Holder Transactions in Section 312.03(b) and to 20% Issuances in
Section 312.03(c), is consistent with the Act.\28\ The Commission notes
that, according to the Exchange, the five-day period for establishing
the average closing price is related to the way transactions are
actually structured, in situations where shareholder approval is not
required, to help smooth out price fluctuations.\29\
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    \28\ See infra notes 31--35 and accompanying text for a
discussion of other circumstances that may require shareholder
approval.
    \29\ See Notice, supra note 3, at 65380. As noted above, the
rule proposal would also remove an explicit provision in the
Exchange's rules that states that an average price over a period of
time is not acceptable as market value for purposes of the
shareholder approval rules. The removal of this prohibition is
necessary in order for the Exchange to adopt the same five-day
average pricing period that Nasdaq currently uses in its shareholder
approval rules. See infra note 36. In approving the removal of this
prohibition, the Commission notes it is only doing so after finding
that the five-day average pricing period is consistent with the Act.
The deletion of the prohibition is not meant to imply any other
period of time to calculate average pricing would be consistent with
the Act, and any proposal to do so would have to be analyzed on its
own merits pursuant to a proposed rule change under Section 19(b) of
the Act.
---------------------------------------------------------------------------

    The Commission believes that the proposal to eliminate the
requirement for shareholder approval under Sections 312.03(b) and (c)
at a price that is less than book value but at least as great as market
value is also consistent with the Act. As noted by the Exchange,\30\
book value may not be an appropriate indicator of whether a transaction
is dilutive for purposes of the Exchange's shareholder approval rule.
---------------------------------------------------------------------------

    \30\ See Notice, supra note 3, at 65379.
---------------------------------------------------------------------------

    The Commission notes, in approving the changes to measure market
value as the lower of the closing price and five-day average closing
price and eliminate the book value requirement, that the ability of
listed companies to issue securities without shareholder approval
continues to remain limited by other important Exchange rules.\31\ For

example, the Commission notes that any discounted issuance of stock to
a company's employees, directors, or other service providers would
require shareholder approval under the Exchange's equity compensation
rules.\32\ In addition, shareholder approval would continue to be
required if the issuance resulted in a change of control,\33\ as well
as for certain issuances to Related Parties, such as officers,
directors and their affiliates, among others.\34\ Finally, as discussed
above, Sections 312.03(b) and (c) set forth circumstances under which
shareholder approval would be required, and such approval would
continue to be required under the proposal to the extent that an
issuance would not qualify for the exceptions enumerated in those
rules.\35\
---------------------------------------------------------------------------

    \31\ See, e.g., Sections 312.03(a) and (d) of the Manual. The
Commission notes that, under Exchange rules, if shareholder approval
is not required under the requirements in Sections 312.03(b) or (c)
it could still be required under one of the other shareholder
approval provisions in Section 312.03 of the Manual since these
provisions apply independently of each other. See Section 312.04(a)
of the Manual (``Shareholder approval is required if any of the
subparagraphs of Section 312.03 require such approval,
notwithstanding the fact that the transaction does not require
approval under one or more of the other subparagraphs.''). The
Commission notes that the independent application of these
provisions includes the provisions on shareholder approval for
equity compensation plans as set forth in Section 303A.08, as
referenced in Section 312.03(a) of the Manual.
    \32\ See Sections 312.03(a) and 303A.08 of the Manual. The
Commission notes that Section 303A.08 uses the term ``fair market
value'' for purposes of determining whether an issuance of stock
would qualify for an exception from the shareholder approval
requirement in Section 303A.08. The Exchange has represented that
for purposes of qualifying for that exception, the Exchange has
always interpreted fair market value as identical to the Official
Closing Price definition proposed to be adopted in Section 312.04,
and, to avoid any potential confusion, the Exchange will submit a
proposed rule filing to amend Section 303A.08 to codify this
interpretation. See Notice, supra note 3, at 65379-80. For any
avoidance of doubt, the Commission notes that the term Minimum
Price, as defined above by the Exchange in its current proposal, is
not applicable to the equity compensation provisions in Section
303A.08 or Section 312.03(a).
    \33\ See Section 312.03(d) of the Manual.
    \34\ See Section 312.03(b) of the Manual.
    \35\ See supra notes 6-9 and accompanying text.
---------------------------------------------------------------------------

    The Commission further notes, in approving the changes to measure
market value as the lower of the closing price and five-day average
closing price and eliminate the book value requirement, that the
proposed amendments are similar to the rules of another national
securities exchange that the Commission found consistent with the
Act.\36\
---------------------------------------------------------------------------

    \36\ See Securities Exchange Act Release No. 84287 (Sept. 26,
2018), 83 FR 49599 (Oct. 2, 2018) (SR-NASDAQ-2018-008). See also
NASDAQ Rule 5635(d).
---------------------------------------------------------------------------

    The Commission believes that the additional proposed amendments and
clarifications to the rule, including to the definition of official
closing price, will add transparency to the Exchange's rules and are
therefore consistent with the Act.\37\
---------------------------------------------------------------------------

    \37\ The Commission notes that the Exchange has indicated that
the changes to the definition of Official Closing Price were made to
conform the definition to the language used throughout the rule and
does not have any substantive effect. See supra note 16.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\38\ that the proposed rule change (SR-NYSE-2018-54), be, and it
hereby is, approved.
---------------------------------------------------------------------------

    \38\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\39\
---------------------------------------------------------------------------

    \39\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-05703 Filed 3-25-19; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: January 26, 2010 (Volume 75, Number 16)]
[Notices]
[Page 4096-4097]
[DOCID:fr26ja10-81]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

[USCG-2009-1137]

Merchant Marine Personnel Advisory Committee; Meeting

AGENCY: Coast Guard, DHS.

ACTION: Notice of meeting.

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SUMMARY: The Merchant Marine Personnel Advisory Committee (MERPAC) will
hold a teleconference to discuss and prepare recommendations for the
Coast Guard concerning the notice of proposed rulemaking (NPRM) on the
Implementation of the 1995 Amendments to the International Convention
on Standards of Training, Certification and Watchkeeping for Seafarers,
1978 (USCG-2004-17914). These recommendations were developed during a
MERPAC working group meeting on January 5-6, 2010, and this
teleconference will be held to finalize those proposed recommendations.
The teleconference will be open to the public.

DATES: The teleconference call will take place on Thursday, February
11, 2010, from 11 a.m. until 2 p.m., EST. This teleconference may close
early if all business is finished. Written material should reach the
Coast Guard on or before February 2, 2010. Requests to have a copy of
your material distributed to each member of the committee should reach
the Coast Guard on or before February 2, 2010.

ADDRESSES: Members of the public may participate by dialing 1-877-950-
5410. (Persons using international connections should dial 1-720-348-
6543). You will then be prompted to dial your conference room number,
which is 9876776. Please ensure that you enter the
``'' mark after the conference room number. Public
participation is welcomed; however, the number of teleconference lines
is limited, and lines are available first-

come, first-served. Members of the public may also participate by
coming to Room 5-0622, U.S. Coast Guard Headquarters, 2100 Second
Street, SW., Washington, DC 20593-0001. You will be required to show
picture identification in the form of a government issued
identification card. We request that members of the public who plan to
attend this meeting notify Mr. Mark Gould at<PHONE_NUMBER> so that he
may notify building security officials. Send written material and
requests to make oral presentations to Mr. Gould. This notice may be
viewed in our online docket, USCG-2009-1137, at http://
www.regulations.gov.

FOR FURTHER INFORMATION CONTACT: Mr. Mark Gould, Assistant Designated
Federal Officer of MERPAC, telephone<PHONE_NUMBER>, fax<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Notice of this meeting is given under the
Federal Advisory Committee Act, 5 U.S.C. App. (Pub. L. 92-463). MERPAC
is chartered under that Act. It provides advice and makes
recommendations to the Assistant Commandant for Operations on issues
concerning merchant marine personnel, such as implementation of the
International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers (STCW), 1978, and developing standards of
competency for ship's security officers.

Tentative Agenda of Meeting

    The tentative agenda for the February 11, 2010, Committee meeting
is as follows:
    (1) Welcome and Opening Remarks--MERPAC Chairman Captain Andrew
McGovern (11 a.m.-11:05 a.m.).
    (2) Open discussion on the docket of the Coast Guard's NPRM
concerning the implementation of the 1995 amendments to the
International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers, 1978 (USCG-2004-17914) (11:05 a.m.-12:30
p.m.). (3) Public comment period (12:30 p.m.-1 p.m.).
    (4) MERPAC vote on recommendations for the Coast Guard (1 p.m.-2
p.m.).
    (5) Adjourn (2 p.m.).
    This agenda is subject to change, and the meeting may adjourn early
if all committee business has been completed.

Procedural

    The Chairman of MERPAC is empowered to conduct the teleconference
in a way that will, in his judgment, facilitate the orderly conduct of
business. During its teleconference, the committee welcomes public
comment. The committee will make every effort to hear the views of all
interested parties, including the public. Written comments should reach
the Coast Guard no later than February 2, 2010 and may be submitted to
Mr. Mark Gould, Assistant Designated Federal Officer, MERPAC, at
Commandant (CG-5221), ATTN MERPAC, U.S. Coast Guard, 2100 Second St.,
SW STOP 7126, Washington, DC 20593-7126.

Information on Services for Individuals with Disabilities

    For information on facilities or services for individuals with
disabilities or to request special assistance at the meeting, contact
Mr. Gould as soon as possible.

    Dated: January 19, 2010.
J.G. Lantz,
Director of Commercial Regulations and Standards.
[FR Doc. 2010-1415 Filed 1-25-10; 8:45 am]
BILLING CODE 9110-04-P


[Federal Register Volume 83, Number 135 (Friday, July 13, 2018)]
[Proposed Rules]
[Pages 32602-32604]
[FR Doc No: 2018-15050]

========================================================================
Proposed Rules
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.

========================================================================

Federal Register / Vol. 83, No. 135 / Friday, July 13, 2018 /
Proposed Rules

DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 117

[Docket No. USCG 2018-0473]
RIN 1625-AA09

Drawbridge Operation Regulation; Anacostia River, Washington, DC

AGENCY: Coast Guard, DHS.

ACTION: Notice of proposed rulemaking.

-----------------------------------------------------------------------

SUMMARY: The Coast Guard proposes to modify the operating schedule that
governs the Frederick Douglass Memorial Bridge across the Anacostia
River, mile 1.2, in Washington, DC. This proposal is to allow the
existing drawbridge to remain closed-to-navigation. This proposal is
necessary to accommodate the construction of a new fixed bridge on an
alignment 18 feet south of the existing drawbridge and the removal of
the existing drawbridge.

DATES: Comments and related material must reach the Coast Guard on or
before August 13, 2018.

ADDRESSES: You may submit comments identified by docket number USCG
2018-0473 using Federal eRulemaking Portal at http://www.regulations.gov.
    See the ``Public Participation and Request for Comments'' portion
of the SUPPLEMENTARY INFORMATION section below for instructions on
submitting comments.

FOR FURTHER INFORMATION CONTACT: If you have questions on this proposed
rule, call or email Mr. Martin A. Bridges, Fifth Coast Guard District
(dpb), telephone<PHONE_NUMBER>, email [email protected].

SUPPLEMENTARY INFORMATION:

I. Table of Abbreviations

CFR Code of Federal Regulations
FR Federal Register
NPRM Notice of proposed rulemaking
Sec.  Section
U.S.C. United States Code

II. Background, Purpose and Legal Basis

    The District of Columbia Department of Transportation, who owns and
operates the Frederick Douglass Memorial Bridge, has requested a rule
to allow the existing drawbridge to remain in the closed-to-navigation
position during the construction of a new fixed bridge on an alignment
18 feet south of the existing drawbridge and the removal of the
existing drawbridge.
    The existing Frederick Douglass Memorial Bridge across the
Anacostia River, mile 1.2, in Washington, DC, has a vertical clearance
of 40 feet above mean high water in the closed-to-navigation position.
The current operating schedule for the existing drawbridge is published
in 33 CFR 117.253 (a). The current rule will be replaced in its
entirety.
    On December 4, 2017, the Coast Guard signed Bridge Permit (2-17-5)
authorizing the replacement of the existing drawbridge with a fixed
bridge with a vertical clearance of 42 feet above mean high water on an
alignment 18 feet south of the existing drawbridge. Issuance of the
bridge permit followed a multi-year process involving completion of an
environmental impact statement and Coast Guard Record of Decision;
completion of a navigation impact report; public meetings held on March
4, 2008, April 28, 2011, July 30, 2013, May 5, 2014, and January 22,
2015, and publication of a preliminary public notice for navigation on
November 4, 2013, and public notice for the bridge permit application
on October 20, 2017.
    On February 2, 2018, we published a notice of deviation from
drawbridge regulation entitled ``Drawbridge Operation Regulation;
Anacostia River, Washington, DC'' in the Federal Register (83 FR 4845).
The deviation is necessary to accommodate the construction and
replacement of the existing Frederick Douglass Memorial Bridge with a
fixed bridge on an alignment 18 feet south of the existing drawbridge.
This temporary deviation allows the bridge to remain in the closed-to-
navigation position during construction and is effective from 6 a.m. on
February 2, 2018, through 6 a.m. on August 1, 2018.
    This proposed modification of the operating schedule is designed to
mitigate vehicular congestion and maintain public safety, and provide
for safe, effective and efficient bridge construction and removal,
while meeting the existing and future needs of navigation.

III. Discussion of Proposed Rule

    The proposed rule will allow the drawbridge to be placed in the
closed-to-navigation position, while a fixed bridge with a navigational
clearance of 42 feet above mean high water on an alignment 18 feet
south of the existing drawbridge is constructed, and during the removal
of the existing drawbridge. Given the small difference in vertical
clearances above mean high water between the existing drawbridge at 40
feet and new fixed bridge at 42 feet, placing the existing drawbridge
in the closed-to-navigation should not restrict present navigation from
transiting through the bridge. There have been no requests for an
opening of the existing drawbridge since the temporary deviation
published on February 2, 2018, with the exception of vessels engaged in
bridge construction and removal. There are no alternative routes and
vessels able to transit under the existing drawbridge without an
opening may do so.

IV. Regulatory Analyses

    We developed this proposed rule after considering numerous statutes
and Executive Orders related to rulemaking. Below we summarize our
analyses based on these statutes and Executive Orders and we discuss
First Amendment rights of protestors.

A. Regulatory Planning and Review

    Executive Orders 12866 and 13563 direct agencies to assess the
costs and benefits of available regulatory alternatives and, if
regulation is necessary, to select regulatory approaches that maximize
net benefits. Executive Order 13771 directs agencies to control
regulatory costs through a budgeting process. This NPRM has not been
designated a ``significant regulatory action,'' under Executive Order
12866. Accordingly, the NPRM has not been reviewed by the Office of
Management and Budget (OMB) and pursuant to OMB guidance it is exempt
from the requirements of Executive Order 13771.
    This is not considered a significant regulatory action. This
determination is based on the findings that: (1) The

potential impact is small given the limited number of vessels requiring
a bridge opening over the past 10 years, with no requests since 2013;
(2) the small difference in vertical clearances above mean high water
between the existing drawbridge at 40 feet and new fixed bridge at 42
feet; and (3) vessels will be able to transit through the drawbridge
following removal of the draw span, after the new bridge opens to
vehicular traffic.

B. Impact on Small Entities

    The Regulatory Flexibility Act of 1980 (RFA), 5 U.S.C. 601-612, as
amended, requires federal agencies to consider the potential impact of
regulations on small entities during rulemaking. The term ``small
entities'' comprises small businesses, not-for-profit organizations
that are independently owned and operated and are not dominant in their
fields, and governmental jurisdictions with populations of less than
50,000. The Coast Guard certifies under 5 U.S.C. 605(b) that this
proposed rule would not have a significant economic impact on a
substantial number of small entities. While some owners or operators of
vessels intending to transit the bridge may be small entities, for the
reasons stated in section IV.A above, this rule will not have a
significant economic impact on any vessel owner or operator. This rule
is not expected to restrict present navigation from transiting through
the bridge.
    If you think that your business, organization, or governmental
jurisdiction qualifies as a small entity and that this rule would have
a significant economic impact on it, please submit a comment (see
ADDRESSES) explaining why you think it qualifies and how and to what
degree this rule would economically affect it.
    Under section 213(a) of the Small Business Regulatory Enforcement
Fairness Act of 1996 (Pub. L. 104-121), we want to assist small
entities in understanding this proposed rule. If the rule would affect
your small business, organization, or governmental jurisdiction and you
have questions concerning its provisions or options for compliance,
please contact the person listed in the FOR FURTHER INFORMATION
CONTACT, above. The Coast Guard will not retaliate against small
entities that question or complain about this proposed rule or any
policy or action of the Coast Guard.

C. Collection of Information

    This proposed rule would call for no new collection of information
under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520.).

D. Federalism and Indian Tribal Government

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on the States, on the
relationship between the national government and the States, or on the
distribution of power and responsibilities among the various levels of
government. We have analyzed this proposed rule under that Order and
have determined that it is consistent with the fundamental federalism
principles and preemption requirements described in Executive Order
13132.
    Also, this proposed rule does not have tribal implications under
Executive Order 13175, Consultation and Coordination with Indian Tribal
Governments, because it would not have a substantial direct effect on
one or more Indian tribes, on the relationship between the Federal
Government and Indian tribes, or on the distribution of power and
responsibilities between the Federal Government and Indian tribes. If
you believe this proposed rule has implications for federalism or
Indian tribes, please contact the person listed in the FOR FURTHER
INFORMATION CONTACT section above.

E. Unfunded Mandates Reform Act

    The Unfunded Mandates Reform Act of 1995 (2 U.S.C. 1531-1538)
requires Federal agencies to assess the effects of their discretionary
regulatory actions. In particular, the Act addresses actions that may
result in the expenditure by a State, local, or tribal government, in
the aggregate, or by the private sector of $100,000,000 (adjusted for
inflation) or more in any one year. Though this proposed rule will not
result in such an expenditure, we do discuss the effects of this
proposed rule elsewhere in this preamble.

F. Environment

    We have analyzed this proposed rule under Department of Homeland
Security Management Directive 023-01 and Commandant Instruction
M16475.1 (series), which guides the Coast Guard in complying with the
National Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321-
4370f), and have made a preliminary determination that this action is
one of a category of actions which do not individually or cumulatively
have a significant effect on the human environment. This proposed rule
simply promulgates the operating regulations or procedures for
drawbridges. Normally such actions are categorically excluded from
further review, under figure 2-1, paragraph (32)(e), of the
Instruction.
    A preliminary Record of Environmental Consideration and a
Memorandum for the Record are not required for this proposed rule. We
seek any comments or information that may lead to the discovery of a
significant environmental impact from this proposed rule.

G. Protest Activities

    The Coast Guard respects the First Amendment rights of protesters.
Protesters are asked to contact the person listed in the FOR FURTHER
INFORMATION CONTACT section to coordinate protest activities so that
your message can be received without jeopardizing the safety or
security of people, places or vessels.

V. Public Participation and Request for Comments

    We view public participation as essential to effective rulemaking,
and will consider all comments and material received during the comment
period. Your comment can help shape the outcome of this rulemaking. If
you submit a comment, please include the docket number for this
rulemaking, indicate the specific section of this document to which
each comment applies, and provide a reason for each suggestion or
recommendation.
    We encourage you to submit comments through the Federal eRulemaking
Portal at http://www.regulations.gov. If your material cannot be
submitted using http://www.regulations.gov, contact the person in the
FOR FURTHER INFORMATION CONTACT section of this document for alternate
instructions.
    We accept anonymous comments. All comments received will be posted
without change to http://www.regulations.gov and will include any
personal information you have provided. For more about privacy and the
docket, visit http://www.regulations.gov/privacynotice.
    Documents mentioned in this NPRM as being available in this docket
and all public comments, will be in our online docket at http://www.regulations.gov and can be viewed by following that website's
instructions. Additionally, if you go to the online docket and sign up
for email alerts, you will be notified when comments are posted or a
final rule is published.

List of Subjects in 33 CFR Part 117

    Bridges.

    For the reasons discussed in the preamble, the Coast Guard proposes
to amend 33 CFR part 117 as follows:

PART 117--DRAWBRIDGE OPERATION REGULATIONS

0
1. The authority citation for part 117 continues to read as follows:

    Authority: 33 U.S.C. 499; 33 CFR 1.05-1; Department of Homeland
Security Delegation No. 0170.1.

0
2. Revise Sec.  117.253(a) to read as follows:

Sec.  117.253  Anacostia River

    (a) The draw of the Frederick Douglass Memorial (South Capitol
Street) bridge, mile 1.2, need not be opened for the passage of
vessels.
* * * * *

     Dated: June 25, 2018.
M.L. Austin,
Rear Admiral, U.S. Coast Guard, Commander, Fifth Coast Guard District.
[FR Doc. 2018-15050 Filed 7-12-18; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register: April 15, 2008 (Volume 73, Number 73)]
[Proposed Rules]
[Page 20236]
[DOCID:fr15ap08-27]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R07-OAR-2008-0241; FRL-8552-9]

Approval and Promulgation of Implementation Plans; State of Iowa

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

-----------------------------------------------------------------------

SUMMARY: EPA is proposing to approve a revision to the Iowa State
Implementation Plan submitted on January 16, 2008. The revision
includes changes to the definition of ``permitting authority'' in each
of Iowa's rules used for compliance with EPA's Clean Air Interstate
Rule. Iowa's SIP revision is in response to EPA's request of Iowa to
revise the definitions to ensure that all allowances issued in the EPA
Budget Trading Programs can be traded and used for compliance with the
allowance-holding requirement in any State in the program.

DATES: Comments on this proposed action must be received in writing by
May 15, 2008.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R07-
OAR-2008-0241, by mail to Michael Jay, Environmental Protection Agency,
Air Planning and Development Branch, 901 North 5th Street, Kansas City,
Kansas 66101. Comments may also be submitted electronically or through
hand delivery/courier by following the detailed instructions in the
ADDRESSES section of the direct final rule located in the rules section
of this Federal Register.

FOR FURTHER INFORMATION CONTACT: Michael Jay at<PHONE_NUMBER>, or by
e-mail at<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: In the final rules section of the Federal
Register, EPA is approving the state's SIP revision as a direct final
rule without prior proposal because the Agency views this as a
noncontroversial revision amendment and anticipates no relevant adverse
comments to this action. A detailed rationale for the approval is set
forth in the direct final rule. If no relevant adverse comments are
received in response to this action, no further activity is
contemplated in relation to this action. If EPA receives relevant
adverse comments, the direct final rule will be withdrawn and all
public comments received will be addressed in a subsequent final rule
based on this proposed action. EPA will not institute a second comment
period on this action. Any parties interested in commenting on this
action should do so at this time. Please note that if EPA receives
adverse comment on part of this rule and if that part can be severed
from the remainder of the rule, EPA may adopt as final those parts of
the rule that are not the subject of an adverse comment. For additional
information, see the direct final rule which is located in the rules
section of this Federal Register.

    Dated: April 3, 2008.
William Rice,
Acting Regional Administrator, Region 7.
 [FR Doc. E8-7782 Filed 4-14-08; 8:45 am]

BILLING CODE 6560-50-P