95-28793. Filings Under the Public Utility Holding Company Act of 1935, as Amended (``Act'')  

  • [Federal Register Volume 60, Number 227 (Monday, November 27, 1995)]
    [Notices]
    [Pages 58418-58421]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 95-28793]
    
    
    
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    SECURITIES AND EXCHANGE COMMISSION
    [Release No. 35-26411]
    
    
    Filings Under the Public Utility Holding Company Act of 1935, as 
    Amended (``Act'')
    
    November 17, 1995.
        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 December 18, 1995, to the Secretary, Securities and Exchange 
    Commission, Washington, DC 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.
    
    Columbia Gas System, Inc., et al. (70-8471)
    
        Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road, 
    Wilmington, Delaware 19807, a registered holding company; Columbia Gas 
    of Maryland, Inc. (``Columbia Maryland''), 200 Civic Center Drive, 
    Columbus, Ohio 43215, a natural gas subsidiary company of Columbia; 
    eighteen other subsidiary companies of Columbia;\1\ and twelve 
    subsidiary companies of TriStar Ventures \2\ have filed a post-
    effective amendment to the application-declaration previously filed 
    under sections 6, 7, 9(a), 10, 12(b), 12(c), and 12(f) of the Act and 
    rules 42, 43, 45, and 46 thereunder.
    
        \1\ Columbia Gas of Pennsylvania, Inc., 200 Civic Center Drive, 
    Columbus, Ohio 43215; Columbia Gas of Ohio, Inc., 200 Civic Center 
    Drive, Columbus, Ohio 43215; Columbia Gas of Kentucky, Inc., 200 
    Civic Center Drive, Columbus, Ohio 43215; Commonwealth Gas Services, 
    Inc., 200 Civic Center Drive, Columbus, Ohio 43215; Columbia Gulf 
    Transmission Co., 1700 MacCorkle Avenue, S.E., Charleston, West 
    Virginia 25314; Columbia Gas Development Corp., One Riverway, 
    Houston, Texas 77056; Columbia Natural Resources, Inc., 900 
    Pennsylvania Avenue, Charleston, West Virginia 25302; Columbia Coal 
    Gasification Corp., 900 Pennsylvania Avenue, Charleston, West 
    Virginia 25302; Columbia Energy Services Corp., 2581 Washington 
    Road, Upper Saint Clair, Pennsylvania 15241; Columbia Gas System 
    Service Corp., 20 Montchanin Road, Wilmington, Delaware 19807; 
    Columbia Propane Corp., 800 Moorefield Park Drive, Richmond, 
    Virginia 23236; Commonwealth Propane, Inc., 800 Moorefield Park 
    Drive, Richmond, Virginia 23236; TriStar Ventures Corp. (``TriStar 
    Ventures''), 20 Montchanin Road, Wilmington, Delaware 19807; TriStar 
    Capital Corp., 20 Montchanin Road, Wilmington, Delaware 19807; 
    Columbia Atlantic Trading Corp., 20 Montchanin Road, Wilmington, 
    Delaware 19807; Columbia LNG Corp., 20 Montchanin Road, Wilmington, 
    Delaware 19807; Columbia Gas Transmission Corp., 1700 MacCorkle 
    Avenue, S.E., Charleston, West Virginia 25314; and Columbia Energy 
    Marketing Corp., 2581 Washington Road, Pittsburgh, Pennsylvania 
    15241.
        \2\ TriStar Pedrick Limited Corporation, TriStar Pedrick General 
    Corporation, TriStar Binghamton Limited Corporation, TriStar 
    Binghamton General Corporation, TriStar Vineland Limited 
    Corporation, TriStar Vineland General Corporation, TriStar Rumford 
    Limited Corporation, TriStar Georgetown General Corporation, TriStar 
    Georgetown Limited Corporation, TriStar Fuel Cells Corporation, TVC 
    Nine Corporation, and TVC Ten Corporation, all of 20 Montchanin 
    Road, Wilmington, Delaware 19807.
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        By order dated December 22, 1994 (HCAR No. 26201) (``Order''), 
    Columbia Maryland was authorized through 1996 to sell to Columbia 
    securities (``Installment Notes'') in an aggregate amount of up to $5.5 
    million. Columbia and Columbia Maryland now propose to change the type 
    of securities Columbia Maryland will sell to Columbia (``New Notes'') 
    and, in order to refinance all previously issued Installment Notes, 
    increase the amount of New Notes to be sold to $19.5 million.
        Columbia and Columbia Maryland seek Commission authorization (i) 
    for the sale of New Notes by Columbia Maryland to Columbia on or around 
    December 31, 1995, the proceeds of which will be used to refund the 
    Installment Notes and (ii) for the future issuance of New Notes to meet 
    the capital needs of Columbia Maryland in 1996. The New Notes will be 
    issued under a loan agreement between Columbia Maryland and Columbia.
        On or around December 31, 1995, Columbia Maryland will refund all 
    Installment Notes sold to Columbia, which total approximately $14.0 
    million. Columbia Maryland will refund the Installment Notes before New 
    Notes are sold under the Order.
        Based on current interest rates, the New Notes will have a weighted 
    average interest rate lower than the weighted average interest rate of 
    the Installment Notes currently outstanding. The maturities and 
    interest rates of the New Notes will mirror those for the debentures 
    issued by Columbia upon emergence from bankruptcy. The Commission 
    approved Columbia's reorganization plan in Holding Co. Act Release No. 
    26361. The New Notes will be issued pursuant to a loan agreement in 
    certificated form, will be secured or unsecured, and will be dated the 
    date of their issue.
        Columbia Maryland plans to finance part of its 1996 capital 
    expenditure program with the sale of the New Notes. The interest rate 
    and maturity on the New Notes will be equal to the weighted average 
    cost of any long-term fixed rate financing issued by Columbia issued 
    during the calendar quarter prior to an issuance of New Notes by 
    Columbia Maryland (``Columbia Rate'').
        If Columbia does not issue long-term fixed rate financing during a 
    calendar quarter prior to an issuance of New Notes, the interest rate 
    will default to the Benchmark Rate defined in the original application-
    declaration. The Benchmark Rate would be used for all New Notes issued 
    in the subsequent quarter. The New Notes will be repaid 
    
    [[Page 58419]]
    over a term not exceeding thirty years. All of the New Notes will be 
    purchased by Columbia on or before December 31, 1996.
    
    Cinergy Corporation (70-8477)
    
        Cinergy Corporation (``Cinergy''), 139 East Fourth Street, 
    Cincinnati, Ohio, 45202, a registered holding company, has filed a 
    post-effective amendment to the declaration previously filed under 
    sections 6(a), 7, and 12(b) of the Act and rules 45 and 54 thereunder.
        By order dated November 18, 1994 (HCAR No. 26159) (``1994 Order''), 
    Cinergy was authorized to issue and sell up to eight million shares of 
    common stock, $.01 par value (``Shares''), from time to time through 
    December 31, 1995. Cinergy proposed to sell the Shares (i) through 
    solicitation of proposals from underwriters or dealers, (ii) through 
    underwriters or dealers on a negotiated basis, (iii) directly to a 
    limited number of purchasers or to a single purchaser, and/or (iv) 
    through agents. Cinergy also proposed to contribute up to $160 million 
    of the net proceeds to the equity capital of its Indiana utility 
    subsidiary, PSI Energy, Inc. (``PSI'').
        Cinergy proposed to have PSI use the funds for general corporate 
    purposes, including the repayment of short-term indebtedness incurred 
    for construction financing. Cinergy also proposed to use the balance of 
    the net proceeds from the sale of the Shares for general corporate 
    purposes, provided that it would not acquire interests in exempt 
    wholesale generators (``EWGs'') or foreign utility companies 
    (``FUCOs'') under sections 32 and 33 of the Act without separate 
    authorization from the Commission.
        On December 19, 1994, pursuant to an effective shelf registration 
    statement for the sale of the Shares, Cinergy (i) publicly issued and 
    sold 7,089,000 of the Shares at a price of $23.25 per share, less 
    underwriting discounts and commissions of $0.68 per share, to 
    underwriters, and (ii) pursuant to the terms of the underwriting 
    agreement, received net proceeds of $159,998,730, all of which Cinergy 
    contributed to the equity capital of PSI.
        By order dated September 21, 1995 (HCAR No. 26376) (``1995 
    Order''), Cinergy was authorized to apply up to $115 million in 
    proceeds from sales of the Shares to acquire interests in EWGs and 
    FUCOs through May 31, 1998. As of October 1, 1995, an aggregate of 
    867,385 of the Shares remained available for issuance under the 1994 
    Order (``Remaining Shares'').
        Cinergy now requests authorization to issue and/or sell the 
    Remaining Shares from time to time through December 31, 1997 by any of 
    the means detailed in the 1994 Order. Cinergy will apply the net 
    proceeds from sales of the Remaining Shares to general corporate 
    purposes, including repayment of short-term indebtedness, investments 
    in subsidiaries, and acquisitions of interests in EWGs and FUCOs 
    pursuant to the 1995 Order.
        In addition, Cinergy may issue some or all of the Remaining Shares, 
    on one or more occasions through December 31, 1997, to Cinergy system 
    employees, including officer employees.
    
    Eastern Edison Co., et al. (70-8713)
    
        Eastern Edison Company (``Eastern''), 110 Mulberry Street, 
    Brockton, Mass., 02403; Montaup Electric Company (``Montaup''), P.O. 
    Box 2333, Boston, Mass., 02107; Blackstone Valley Electric Company 
    (``Blackstone''), Washington Highway, P.O. Box 1111, Lincoln, Rhode 
    Island, 02865; EUA Service Corporation (``EUA Service''), P.O. Box 
    2333, Boston, Mass., 02107; Newport Electric Corporation (``Newport''), 
    12 Turner Road, P.O. 4128, Middletown, Rhode Island, 02840; and EUA 
    Ocean State Corporation (``Ocean State''), P.O. Box 2333, Boston, 
    Mass., 02107, all subsidiaries of Eastern Utilities Associates 
    (``EUA''), a registered holding company, have filed a declaration under 
    sections 6(a) and 7 of the Act.
        Eastern, Montaup, Blackstone, EUA Service, Newport and Ocean State 
    (``Applicants'') request authorization through December 31, 1997 to 
    issue and sell short-term notes (``Notes'') to banks in aggregate 
    amounts not to exceed $20 million for Eastern, $20 million for Montaup, 
    $15 million for Blackstone, $5 million for EUA Service, $12 million for 
    Newport and $5 million for Ocean State. The Notes will be issued to 
    banks and might be renewed prior to December 31, 1997, provided no such 
    notes will mature after September 30, 1998.
        Notes will be issued to banks pursuant to informal credit line 
    arrangements at a floating prime rate or at available fixed money 
    market rates. Notes will mature within one year of issuance. Notes 
    bearing interest at the floating prime rate will be subject to 
    prepayment at any time without premium. Notes bearing interest at 
    available money market rates, which in all cases will be less than the 
    prime rate, will not be prepayable.
        Credit lines with banks are subject in some cases to commitment 
    fees. The existing bank credit lines expire on June 30, 1996 and their 
    continued availability is subject to continuing review by the banks 
    involved. Bank credit lines and arrangements may be increased or 
    decreased or changed and additional lines may be obtained from other 
    banks.
        The existing credit line arrangements provide for borrowing at the 
    prime rate or money market rates together with a commitment fee equal 
    to \3/16\ of 1% multiplied by the line of credit. Any such commitment 
    fee will be allocated among the six applicants and other EUA system 
    companies who have access to system lines of credit pursuant to 
    applicable regulatory authority, in proportion to their respective 
    borrowing authorizations.
        The funds to be borrowed by Applicants from the issuance of the 
    Notes will be applied, together with other funds available to these 
    companies, to (i) renew outstanding notes payable to banks, (ii) 
    finance their respective 1996 and 1997 cash construction expenditures, 
    (iii) provide funds to meet certain sinking fund, and retirements or 
    redemptions of outstanding securities, (iv) provide funds to meet 
    working capital requirements, and, (v) for other corporate purposes.
        The Notes issued to banks will be repaid through (i) the issuance 
    of new notes, (ii) the internal generation of funds, and/or (iii) the 
    issuance and sale of long-term debt and equity securities.
    
    Gulf States Utilities Company (70-8721)
    
        Gulf States Utilities Company (``GSU''), 350 Pine Street, Beaumont, 
    Texas 77701, and elecrtric utility subsidiary of Entergy Corporation, a 
    registered holding company, has filed an application-declaration under 
    sections 6(a), 7, 9(a), 10, 12(b), 12(c) and 12(d) of the Act and rules 
    42, 44 and 54 thereunder.
        GSU seeks authorization through December 31, 2000 to issue and sell 
    (a) one or more new series of GSU's First Mortgage Bonds (``Bonds''), 
    (b) one or more new sub-series of the Medium Term Note Series of its 
    First Mortgage Bonds (``MTNs'') , and/or (c) one or more new series of 
    debentures, (``Debentures''), in an aggregate principal amount of up to 
    $900 million, excluding the Collateral Securities (defined below) and 
    debentures issued by GSU to support the obligations of special purpose 
    subsidiaries issuing preferred securities referred to below (``Entity 
    Subordinated Debentures''). Each series of Bonds, sub-series of MTNs 
    and/or series of Debentures (other than the Entity Subordinated 
    Debentures) will be sold at such price, will bear interest at such rate 
    or rates and will mature on such date (not more than 40 years from the 
    first day of the month of issuance) and have such other 
    
    [[Page 58420]]
    terms as will be determined at the time of sale.
        GSU requests an exception from the Commission's Statement of Policy 
    Regarding First Mortgage Bonds for any series of Bonds, sub-series of 
    MTNs and/or Debentures with respect to the use of a sinking fund and a 
    maintenance and operating fund, and with respect to redemption, 
    dividend and other terms.
        GSU further proposes to issue and sell, from time to time through 
    December 31, 2000, (a) through special purpose subsidiaries (``Issuing 
    Entities''), one or more new series of the preferred securities of a 
    subsidiary of GSU (``Entity Interests''), (b) one or more new series of 
    its preferred stock (``Preferred''), and (c) one or more new series of 
    its preference stock (``Preference''), in a combined aggregate amount 
    not to exceed $400 million.
        Either GSU or special purpose subsidiaries will acquire all voting 
    interests in the Issuing Entities, whose sole business will be to issue 
    the Entity Interests. Proceeds from the sale by an Issuing Entity of 
    Entity Interest, together with equity contributions made directly or 
    indirectly by GSU to that Issuing Entity, will be used to purchase 
    Entity Subordinated Debentures to be issued by GSU to that Issuing 
    Entity.
        Obligations of an Issuing Entity under Entity Interests it has 
    issued will be supported by GSU's obligations under the Entity 
    Subordinated Debentures issued to that Issuing Entity, and will mirror 
    the terms of those Entity Subordinated Debentures. Each series of 
    Entity Subordinated Debentures will not exceed in aggregate principal 
    amount aggregate stated amount of the related Entity Interests and will 
    mature not more than 50 years from its date of issuance. Additionally, 
    GSU may guarantee obligations of each Issuing Entity under the Entity 
    Interests if has issued.
        Entity Subordinated Debentures will be expressly subordinated to 
    certain senior indebtedness of GSU, and may also provide for the 
    deferral of interest for specified periods. Accordingly, each Issuing 
    Entity will have the right to defer distributions on its Entity 
    Interests for a specified period, but only if and to the extent that 
    GSU defers the interest payments on the Entity Subordinated Debentures 
    pursuant to the subordination provisions of those Debentures.
        Each share of Preferred may or may not have par value and may 
    deviate from the Commission's Statement of Policy Regarding Preferred 
    Stock (``Preferred Stock SOP'') with respect to redemption and other 
    provisions. Each share of Preference will have no par value and may 
    deviate from the Preferred Stock SOP with respect to redemption and 
    other provisions.
        GSU proposes to use the net proceeds derived from the issuance and 
    sale of Bonds, the MTN's, the Debentures, the Entity Interests, the 
    Preferred, and the Preference for general corporate purposes, 
    including, but not limited to, the possible acquisition of certain 
    outstanding securities.
        GSU also proposes to enter into arrangements to finance on a tax-
    exempt basis certain pollution control facilities (``Facilities''). GSU 
    proposes, from time to time through December 31, 2000, to enter into 
    one or more leases, subleases, installment sale agreements, refunding 
    agreements or other agreements and/or supplements and/or amendments 
    thereto (each and all of the foregoing being referred to herein as the 
    ``Agreement'') with one or more issuing governmental authorities 
    (individually and collectively being referred to herein as the 
    ``Authority''), pursuant to which the Authority may issue one or more 
    series of tax-exempt revenue bonds (``Tax-Exempt Bonds'') in an 
    aggregate principal amount not to exceed $250 million. Pursuant to the 
    Agreement, GSU will be obligated to make payments sufficient to pay the 
    principal or redemption price of, the premium, if any, and the interest 
    on Tax-Exempt as the same become due and payable. Under the Agreement, 
    GSU will also be obligated to pay certain fees incurred in the 
    transactions.
        Each series of the Tax-Exempt Bonds will mature no later than forty 
    years from the date of issuance. Each Agreement and indenture 
    (``Indenture'') under which the Tax-Exempt Bonds will be issued will 
    provide for either a fixed interest rate or an adjustable interest rate 
    for each series of Tax-Exempt Bonds. The Tax-Exempt Bonds may be 
    subject to optional redemption by the issuing Authority, at the 
    direction of the GSU, in whole or in part.
        In order to obtain a more favorable rating and thereby improve the 
    marketability of one or more series of the Tax-Exempt Bonds, GSU may: 
    (a) Arrange for one or more letters of credit with one or more banks 
    (collectively, ``Bank'') in favor of the trustees under the indentures 
    for one or more such series (collectively, ``Trustee'), (b) provide an 
    insurance policy for the payment of the principal, interest and/or 
    premium in connection with one or more such series, or (c) issue and 
    pledge one or more new series of its first mortgage bonds (``Collateral 
    Securities'') to the Trustee and/or the Bank to evidence and secure 
    GSU's obligations under the Agreement and/or the reimbursement 
    agreements underlying the letters of credit, in a combined aggregate 
    principal amount not to exceed $275 million.
        GSU also proposes to acquire, through tender offers or otherwise, 
    of up to $1.55 billion in aggregate principal amount of certain of its 
    outstanding securities, including its outstanding first mortgage bonds, 
    medium-term notes, preferred stock, preference stock, and/or pollution 
    control or industrial revenue bonds issued for GSU's benefit, at any 
    time, prior to December 31, 2000.
    
    Fidelity Management & Research Company, et al. (70-8735)
    
        Fidelity Management & Research Company (``FMR Co.''), an investment 
    adviser registered under section 203 of the Investment Advisers Act of 
    1940, as amended, and Fidelity Management Trust Company (``FMTC''), a 
    bank as defined in section 3(a)(6) of the Securities Exchange Act of 
    1934, as amended, both located at 82 Devonshire Street F7D, Boston, 
    Massachusetts 02109-3614, have filed an application for an order 
    granting exemption under section 3(a)(4) from all provisions of the Act 
    except section 9(a)(2). Alternatively, they request an order of 
    exemption under section 3(a)(3).\3\ (FMR Co. and FMTC are hereafter 
    collectively referred to as ``Fidelity'' or the ``Applicant.'')
    
        \3\ FMR Co. and FMTC are each Massachusetts corporations and 
    wholly-owned subsidiaries of a third Massachusetts corporation, FMR 
    Corp. If an exemption is granted to the subsidiaries, the parent, 
    FMR Corp., and its controlling shareholders, will claim exemption 
    from regulation under the Act, pursuant to rule 10(a)(2).
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        Fidelity is principally engaged in the business of investment 
    management, with approximately $373.6 billion of assets under 
    management as of August 31, 1995.\4\ Neither the Applicant nor any of 
    its affiliates is currently a ``public utility company'' or ``holding 
    company'' under the Act.
    
        \4\ FMR Co. provides investment advisory services to investment 
    companies registered under section 8 of the Investment Company Act 
    of 1940, as amended, and serves as investment adviser to certain 
    other funds which are generally offered to limited groups of 
    investors. FMTC serves as trustee or investment manager for various 
    private investment accounts, primarily employee benefit plans. 
    Fidelity affiliates are also involved in various other lines of 
    business including, but not limited to, venture capital asset 
    management, securities brokerage, transfer and shareholder 
    servicing, and real estate development.
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        As part of Fidelity's distressed investment business, various funds 
    and accounts under Fidelity's management have purchased outstanding 
    lease obligation bonds, secured leases obligation bonds and unsecured 
    debt of El Paso Electric Company (``El Paso''), a public utility 
    company which filed for 
    
    [[Page 58421]]
    relief under Chapter 11 of the United States Bankruptcy Code on January 
    8, 1992.\5\ At present, approximately fifteen funds and accounts 
    managed by Fidelity hold, in the aggregate, outstanding lease 
    obligation bonds and secured lease obligation bonds of El Paso with 
    face value of approximately $224 million and approximately $83 million 
    of El Paso's unsecured debt. Fidelity states that these debt securities 
    were acquired for investment purposes, continue to be held exclusively 
    for such purposes and, at current market value, represent approximately 
    six one hundredths of a percent (0.06%) of the assets under its 
    management and have produced a comparable percentage of its income 
    since their acquisition.
    
        \5\ El Paso generates and distributes electricity in El Paso, 
    Texas and in an area of the Rio Grande Valley in western Texas and 
    southern New Mexico. It also sells electricity to wholesale 
    customers in southern California, New Mexico, Texas, and Mexico. Its 
    interconnected system serves approximately 271,000 customers and 
    covers an estimated population of 818,000. El Paso had revenues of 
    approximately $550 million in 1994.
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        Applicant states that negotiations between El Paso and its 
    creditors, including Fidelity, have produced a Fourth Amended Plan of 
    Reorganization, dated October 27, 1995 (``Fourth Plan of 
    Reorganization''),\6\ pursuant to which, among other things, eighty-
    five percent (85%) of the common stock or reorganized El Paso would be 
    distributed to these creditors in exchange for the debt they now hold 
    of the existing El Paso. In the event of such a distribution, the 
    various funds and accounts managed by Fidelity would receive, in the 
    aggregate, up to thirty percent (30%) of the common stock of 
    reorganized El Paso. Applicant states that Fidelity would hold these El 
    Paso voting securities for investment purposes only and would reduce 
    its aggregate interest to less than ten percent (10%) of the 
    outstanding voting securities of reorganized El Paso as soon as it is 
    financially reasonable to do so, consistent with its fiduciary 
    obligations to its investors.
    
        \6\ Previous efforts to structure three different plans of 
    reorganization were unsuccessful.
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        Applicant anticipates confirmation of the Fourth Plan of 
    Reorganization on January 9, 1996, and states that it is a condition 
    precedent to confirmation that Fidelity not be required to register as 
    a holding company under the Act and reorganized El Paso not be deemed 
    to be a subsidiary company of a registered holding company.
        Applicant states that the voting securities of El Paso that would 
    be distributed to Fidelity's various funds and accounts pursuant to the 
    Fourth Plan of Reorganization would be held by approximately fifteen 
    (15) separate entities, none of which would hold ten percent (10%) or 
    more of such voting securities. It asserts that Fidelity would not be a 
    holding company within the meaning of section 2(a)(7) of the Act unless 
    such interests are aggregated and contends that fidelity will not 
    exercise such a controlling influence over the management or policies 
    of reorganized El Paso as to make it necessary or appropriate to 
    aggregate and so subject Fidelity to regulation as a holding 
    company.\7\
    
        \7\ As a member of the Official Committee of Unsecured Creditors 
    (the ``Creditors' Committee'') in the El Paso Chapter 11 proceeding, 
    Fidelity has participated in the negotiation of the Fourth Plan of 
    Reorganization. As one of three co-chairs of the Creditors' 
    Committee, Fidelity serves on a five member committee that will 
    nominate nine new members of the Board of Directors of reorganized 
    El Paso, and recommend one of those new members for the position of 
    Chief Executive Officer of the reorganized El Paso. The other four 
    members will be existing members of the current Board. All of these 
    selections will be subject to the approval of the Current Board of 
    Directors of El Paso. The Creditors' Committee will be dissolved at 
    the close of business on the effective date of the Fourth Plan of 
    Reorganization. Thereafter, Fidelity will vote to protect its 
    interests as a shareholder, but it will not be represented on the 
    Board by any of its directors, officers, or other employees. As a 
    large shareholder, Fidelity may be invited to attend meetings of 
    reorganized El Paso's Board of Directors as an observer, on a non-
    voting basis.
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        Positioning solely for purposes of this application that the voting 
    interests should be aggregated so as to render Fidelity a holding 
    company, Fidelity states that it would nonetheless be entitled to an 
    exemption under section 3(a)(4) or section 3(a)(3) of the Act. 
    Applicant asserts that it is temporarily a holding company solely by 
    reason of the acquisition of securities for purposes of liquidation or 
    distribution in connection with a bona fide debt previously contracted. 
    Fidelity requests an exemption under section 3(a)(4) for a period of up 
    to three years from the date of acquisition of the El Paso voting 
    securities to enable it to reduce its holdings in reorganized El Paso 
    in an orderly fashion, consistent with market conditions and its 
    fiduciary obligations to its investors.\8\ Applicant also asserts that 
    it is only incidentally a holding company, being primarily engaged or 
    interested in one or more businesses other than the business of a 
    public-utility company and not deriving, directly or indirectly, any 
    material part of its income from any one or more subsidiary companies, 
    the principal business of which is that of a public-utility company. 
    Applicant further asserts that granting Fidelity an exemption under 
    section 3(a)(4) or 3(a)(3) will not result in detriment to the public 
    interest or the interest of investors or consumers.
    
        \8\ Fidelity states that, if despite its good faith efforts, it 
    is unable to reduce its holdings in reorganized El Paso voting 
    securities to an aggregate of less than ten percent (10%), in a 
    manner that is consistent with its fiduciary obligations, it will 
    seek an order extending the period of the exemption.
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        For the Commission, by the Division of Investment Management, 
    pursuant to delegated authority.
    Margaret H. McFarland,
    Deputy Secretary.
    [FR Doc. 95-28793 Filed 11-24-95; 8:45 am]
    BILLING CODE 8010-01-M
    
    

Document Information

Published:
11/27/1995
Department:
Securities and Exchange Commission
Entry Type:
Notice
Document Number:
95-28793
Pages:
58418-58421 (4 pages)
Docket Numbers:
Release No. 35-26411
PDF File:
95-28793.pdf