[Federal Register Volume 59, Number 218 (Monday, November 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-27934]
[[Page Unknown]]
[Federal Register: November 14, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26157]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
November 4, 1994.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments thereto is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by November 28, 1994, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing
shall 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 the
matter. After said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
CSW Credit, Inc., et al.
(70-7218)
CSW Credit, Inc. (``CSW Credit''), a nonutility subsidiary of
Central and South West Corporation (``CSW''), a registered holding
company, and CSW, both of 1616 Woodall Rodgers Freeway, Dallas, Texas
75202, have filed a post-effective amendment to its application-
declaration filed under Section 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 45 and 54 thereunder.
By order dated July 19, 1985 (HCAR No. 23767) (``1985 Order''), CSW
was authorized, among other things, to organize CSW Credit to purchase
the accounts receivable of the operating companies of CSW at a discount
and to finance these purchases with the issuance and sale of debt. CSW
Credit was authorized to borrow up to $320 million and CSW was
authorized to make equity investments in CSW Credit of up to an
aggregate of $80 million through December 31, 1986.
By order dated July 31, 1986 (HCAR No. 24157) (``1986 Order''), CSW
Credit was authorized to expand its business to the factoring of
accounts receivable of nonaffiliated electric utility companies. In
order to finance such transactions, CSW Credit was authorized to borrow
up to an additional $160 million and CSW to make additional equity
investments in CSW Credit of up to an aggregate of $40 million, through
December 31, 1988. The 1986 Order also provided that CSW Credit limit
its acquisition of utility receivables from nonassociate utilities so
that the average amount of such receivables for the preceding twelve-
month period outstanding as of the end of any calendar month would be
less than the average amount of receivables acquired from CSW system
companies outstanding as of the end of each calendar month during the
preceding twelve-month period (``50% Restriction''). Further, the 1986
Order extended the authority of the 1985 Order until December 31, 1988.
By order dated February 8, 1988 (HCAR No. 24575), CSW Credit was
authorized, among other things, to factor the accounts receivable of
nonaffiliated utility companies, subject to the 50% Restriction, and
CSW Credit also was authorized to borrow, through December 31, 1989, up
to $320 million and $304 million to finance the factoring of affiliate
and nonaffiliated receivables, respectively. CSW was authorized to make
equity investments in CSW Credit of up to an aggregate of $80 million
and $76 million in connection with the factoring of affiliate and
nonaffiliated receivables, respectively. This authority was extended
through December 31, 1990 by order dated December 27, 1989 (HCAR No.
25009).
By order dated August 30, 1990 (HCAR No. 25138), CSW Credit was
authorized to lower its equity ratio to no less than 5%.
By orders dated December 21, 1990, December 24, 1991 (``1991
Order''), December 9, 1992 and December 21, 1993 (HCAR Nos. 25228,
25443, 25698 and 25959, respectively), CSW Credit's existing authority
was extended through December 31, 1991, December 31, 1992, December 31,
1993 and December 31, 1994, respectively. In addition, the 1991 Order
granted CSW Credit the authorization to borrow up to an additional $200
million to finance the factoring of associate receivables.
Pursuant to the orders summarized above, the following authority
has been granted: (1) CSW Credit has been authorized to borrow $824
million, of which $520 million could be used to purchase receivables of
affiliated companies and $304 million could be used to purchase
receivables of nonaffiliated companies; and (2) CSW has been authorized
to make equity investments in CSW Credit of up to an aggregate of $156
million, of which $80 million could be used to purchase receivables of
affiliated companies and $76 million could be used to purchase
receivables of nonaffiliated companies.
For the 12 months ended September 30, 1994, CSW Credit had average
outstanding receivables purchases from affiliated companies of $382
million and from nonaffiliated companies of $23 million. The
outstanding receivable purchases from nonaffiliated companies does not
include the $357 million average receivable purchases for the 12 months
ended September 30, 1994 from Houston Lighting and Power Company,
authorized by order dated December 29, 1992 (HCAR No. 25720). As of
September 30, 1994, the amount of remaining authority that CSW Credit
had available to purchase receivables from affiliated companies was
$138 million and nonaffiliated companies was $281 million.
CSW Credit and CSW now propose to extend the previously granted
authorities through December 31, 1995.
Energy Initiatives, Inc., et al.
(70-7727)
Energy Initiatives, Inc. (``EII''), One Upper Pond Road,
Parsippany, New Jersey 07054, a nonutility subsidiary of General Public
Utilities Corporation (``GPU''), and GPU (both, ``Applicants'')), 100
Interpace Parkway, Parsippany, New Jersey 07054, a registered holding
company, have filed a post-effective amendment under Sections 6(a), 7,
9(a), 10, 12(b), and 13(b) of the Act and Rules 45, 53 and 54
thereunder to their application-declaration filed under Sections 6(a),
7 9(a), 10, 12(b), 12(c) and 13(b) of the Act and Rules 45, 50, 51, 90
and 91 thereunder.
By Orders dated June 26, 1990, December 18, 1992 and September 12,
1994 (``September 1994 Order'') (HCAR Nos. 25108, 25715 and 26123,
respectively) (collectively, ``Orders''), EII was authorized to engage
in preliminary project development and administrative activities
(``Project Activities'') in connection with its investments in: (i)
qualifying cogeneration facilities (``QFs''), as defined in the Public
Utility Regulatory Policies Act of 1978, as amended (``PURPA''),
located anywhere in the United States, (ii) small power production
facilities (also ``QFs''), as defined by PURPA, and exempt wholesale
generators (``EWG''), as defined in Section 32 of the Act, located in
any geographic area, and (iii) foreign utility companies (``FUCOs''),
as defined in Section 33 of the Act.
The Order also authorized GPU, through December 31, 1994, to: (i)
make capital contributions to General portfolios Corporation (``GPC''),
EII's immediate parent holding company, which GPC would in turn make
available to EII; and (ii) enter into letter of credit and
reimbursement agreements (``Reimbursement Agreements'') and guarantees
or similar obligations (``Guaranties'') to secure EII's agreement with
any person in connection with EII's Project Activities and the
acquisition of ownership or participation interests in projects. The
Orders provided that the aggregate amount GPU was permitted to
contribute to EII, together with the outstanding face or principal
amount of the Reimbursement Agreement and Guarantee obligations, could
not exceed $60 million (``Contribution Cap''). The Orders also
authorized EII to enter into Reimbursement Agreements and Guarantees in
an aggregate amount of up to $10 million through December 31, 1994
(``Debt Cap''). And, the Orders authorized EII to issue, sell and
renew, through December 31, 1994, its promissory notes (``Notes'')
evidencing short-term borrowings from financial institutions, in an
aggregate principal amount at any time outstanding (together with the
aggregate amount of obligations outstanding under any and all
Reimbursement Agreements and Guarantees entered into by EII) not
exceeding the Debt Cap, and permitted GPU to guarantee payment of the
Notes (``Note Guarantees'').
In addition, the September 1994 Order authorized EII to form a
wholly-owned Subsidiary (``Services Sub'') to provide operational and
maintenance services to both affiliated and nonaffiliated QFs, EWGs and
FUCOs, and to contribute up to $1 million to Services Sub through
December 31, 1994 for working capital.
Applicants now propose: (i) to extend until December 31, 1997 the
period during which (a) GPU may make capital contributions to EII, and
(b) GPU and EII may enter into Reimbursement Agreements and Guarantees;
(ii) to increase the Contribution Cap to $200 million and the Debt Cap
to $30 million; (iii) that EII may use contributions from GPU to
acquire securities and other interests in EWGs and FUCOs;\1\ (iv) to
enter into Guarantees and Reimbursement Agreements for purposes of
guaranteeing the securities or other obligations of EWGs and FUCOs; (v)
to assume liabilities of EWGs and FUCOs; (vi) to extend until December
31, 1997 the period during which EII may incur borrowings pursuant to
the Notes and GPU may guarantee payment of the Notes pursuant to Note
Guarantees; (vii) to extend until December 31, 1997 the period during
which EII may make capital contributions up to $1 million to Services
Sub; and (viii) that the reservation of jurisdiction be released over
EII's request pursuant to section 13(b) of the Act.
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\1\Applicants state that they may seek approval, in a separate
filing, to form an intermediate subsidiary for the purpose of
acquiring interests in FUCOs.
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Applicants state that the term of each Guarantee, and any letter of
credit (``L/C'') backed by a GPU or EII Reimbursement Agreements, would
not exceed 25 years. Drawings under each L/C would bear interest at not
more than 5% above the prime rate as in effect from time to time, and
L/C fees would not exceed 1% annually of the face amount of the L/C.
Applicants also state that the aggregate amount of liabilities of
EWGs and FUCOs assumed by GPU, plus the aggregate face or principal
amount of Guarantees and Reimbursement Agreements entered into by GPU
and cash contributed directly to EII, will not exceed the Contribution
Cap. The aggregate amount of liabilities of EWGs and FUCOs assumed by
EII, plus the aggregate principal or face amount of Guarantees and
Reimbursement Agreements entered into by EII and borrowings under Notes
incurred by EII, will not exceed the Debt Cap.
Notes issued and sold by EII would mature not later than five years
after issuance, and bear interest at a rate not in excess of (i) 250
basis points above the greater of (a) the lending bank's or other
recognized prime rate and (b) 50 basis points above the federal funds
rate, (ii) 400 basis points above the specified London Interbank
Offered Rate plus any applicable reserve requirement, or (iii) a
negotiated fixed rate which, in any event, would not exceed 500 basis
points above the 30 year ``current coupon'' treasury bond rate. EII
states that it may pay the lenders a facility fee of up to 75 basis
points on the aggregate principal amount of the loan facility and a
one-time commitment fee of up to 50 basis points, and other customary
fees (which would not cause the effective interest rate of the Notes to
exceed the rates described above).
Applicants also request a release of the reservation of
jurisdiction, in the September 1994 Order, over EII's request to
perform operation and maintenance and related project management and
administrative services at fair market prices as managing general
partner or the operator of QFs, EWGs or FUCOs which are associate
companies of EII, under certain circumstances.
New England Electric System
(70-7753)
New England Electric System (``NEES''), 25 Research Drive,
Westborough, Massachusetts 01582, a registered holding company, has
filed a declaration under Sections 6(a) and 7 of the Act.
By order dated August 7, 1990 (HCAR No. 25128) the Commission
authorized, among other things, NEES to issue and sell from time to
time through December 31, 1994, an aggregate of up to 1,395,902 shares
of its authorized but unissued common shares, $1 par value, pursuant to
the New England Electric System Companies Incentive Thrift Plan II
(``Plan'').
Through September 30, 1994, NEES has issued 473,086 shares pursuant
to the Plan leaving a balance of 922,816 authorized but unissued shares
(``Remaining Shares''). NEES now proposes to extend its period of
authorization for issuing the Remaining Shares under the Plan from
December 31, 1994 to December 31, 1997.
The proceeds from the sale of the Remaining Shares will be added to
the general funds of the NEES and be used for any or all of the
following purposes: (1) investment in the NEES' subsidiary companies,
through loans or advances to such subsidiaries, purchases of additional
shares of their capital stocks, or capital contributions; (2) payment
of indebtedness of NEES; or (3) general corporate purposes.
Georgia Power Co.
(70-8467)
Georgia Power Company (``Georgia Power''), 333 Piedmont Avenue,
N.E., Atlanta, Georgia 30308, a wholly owned public-utility subsidiary
company of the Southern Company, has filed an application under Section
9(c)(3) of the Act.
Georgia Power proposes to invest up to $10 million through December
31, 1997 to acquire limited partnership units in one or more limited
partnerships (``Partnerships'') organized to invest in low-income
housing projects in Georgia that qualify for the low-income housing tax
credit (``LIHTC'') under Section 42 of the Internal Revenue Code
(``Code''). A separate Partnership would be organized for each
qualifying housing project to facilitate compliance with Section 42 and
the financing of the project on a stand-alone basis and to insulate
each project from liabilities that may arise in connection with other
projects.
Georgia Power proposes to acquire up to 20% interest in each
Partnership subject to an aggregate investment of $10 million. The sole
general partner of each Partnership will be Heartland Properties, Inc.,
a subsidiary of WPL Holdings, Inc., an exempt holding company, or an
affiliate of Heartland Properties (``General Partner''). The remaining
limited partnership interests would be offered to accredited investors
including other large Georgia corporations.
A partnership agreement (``Partnership Agreement'') would be used
in connection with each investment. Under the Partnership Agreement,
the limited partners would be comprised of Class A Limited Partners and
Class B Limited Partners (``Limited Partners''). Georgia Power will
only acquire Class B Limited Partner units.
The term of each Partnership shall be for 50 years. Contributions
to the capital of each Partnership by the Limited Partners, which will
represent 99% of all contributions, will be made in accordance with a
drawdown schedule that is appropriate for any particular housing
project. Generally, allocations of profits, losses and tax credits of
each Partnership shall be allocated to the Partners in accordance with
their respective partnership percentages--up to 20% in the case of
Georgia Power. Similarly, cash flows and the net proceeds from any sale
or refinancing of a housing project will be distributed to the Partners
in accordance with their respective partnership percentages.
The General Partner shall have full and exclusive control over the
affairs of each Partnership subject to certain limited approval rights
that limited partners may hold under Delaware law. As a Class B Limited
Partner, however, Georgia Power will have fewer approval rights than
the Class A Limited Partners. Limited Partners are entitled to examine
and copy the books and records of the Partnership, to receive financial
reports, and to receive a detailed annual operating and capital
improvements budget.
The General Partner, or a separate management company with which
the Partnership may enter into a management agreement, would manage the
day to day operations of each housing project, including leasing
activities, rent collection, and property maintenance. It is
contemplated that a local real estate developer or property manager in
the community in which the project is located would be engaged to
provide some or all of these management services.
New England Electric System
(70-8485)
New England Electric System (``NEES''), a registered holding
company, has filed a declaration under Section 12(b) of the Act and
Rule 45 thereunder.
Subsidiaries of NEES (``Employers'') provide, for the benefit of
certain officers, life insurance plans funded by individual policies.
The combined death benefit to the participant under these insurance
plans is three times the annual salary. After termination of
employment, participants in the plans may elect, at age 55 or later, to
receive annuity income equal to 40% of annual salary. In that event,
the life insurance is reduced over fifteen years to an amount equal to
final average salary. Due to changes in the tax law, this plan was
closed to new participants, and an alternative was established with
only a life insurance benefit. These plans are structured so that, over
time, the Employers should recover the cost of the insurance premiums.
The life insurance benefit in almost all cases will be provided by
an insurance company. The annuity, and in limited instances the
insurance benefits, will be paid by the Employers. Although the
Employers anticipate recovery of their costs from the proceeds of the
policies, their interests in the policies are not segregated from their
general assets and the participants in the plans are general creditors
of the Employers.
From time-to-time the Employers have granted additional service
credit under their pension plans to executives who have professional
and business experience prior to joining the NEES system. These letters
and agreements do not have a standard format. Most of the individuals
covered by them are present or future employees of New England Power
Service Company (``Service Company''). The assets of the Service
Company consist mainly of amounts currently receivable from affiliates.
To provide greater assurance of the payment of these life insurance
and annuity benefits and additional pension benefits to the
participants and their beneficiaries, it is proposed that NEES, from
time-to-time, give written assurances to the participants that, if an
Employer obligated under the amended life insurance program, the
collateral assignment life insurance program, or the additional service
letter and agreement does not make the payments provided therein, NEES
will make such payments. Similar assurance is now provided under four
other executive plans by Commission order dated October 12, 1982 (HCAR
No. 22664).
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-27934 Filed 11-10-94; 8:45 am]
BILLING CODE 8010-01-M
