[Federal Register Volume 60, Number 249 (Thursday, December 28, 1995)]
[Notices]
[Pages 67153-67154]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-31379]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26436]
Filings Under the Public Utility Holding Company Act of 1935, As
Amended (``Act'')
December 22, 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 January 11, 1996, 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.
General Public Utilities Corporation, et al. (70-8593)
General Public Utilities Corporation (``GPU''), 100 Interpace
Parkway, Parsippany, New Jersey 07054, a registered holding company
(``GPU''), GPU Service Corporation (``GPUSC''), 100 Interpace Parkway,
Parsippany, New Jersey 07054, Energy Initiatives, Inc. (``EII''), One
Upper Pond Road, Parsippany, New Jersey 07054, Energy Services, Inc.
(``ESI''), One Upper Pond Road, Parsippany, New Jersey 07054, each a
wholly owned nonutility subsidiary of GPU, and GPU's utility
subsidiaries, Jersey Central Power & Light Company, 300 Madison Avenue,
Morristown, New Jersey 07960, Metropolitan Edison Company, P.O. Box
16001, Reading, Pennsylvania 19640, and Pennsylvania Electric Company,
1001 Broad Street, Johnstown, Pennsylvania 15907 (``Operating
Companies''), have filed a post-effective amendment under sections
6(a), 7, 9(a), 10, 12(b), 32 and 33 of the Act and rules 45, 52, 53 and
54 thereunder.
By order dated July 6, 1995 (HCAR No. 26326) (the ``Order''), the
Commission authorized GPU to acquire indirectly the securities of one
or more foreign utility companies (``FUCOs'') and exempt wholesale
generators (``EWGs'') (each, an ``Exempt entity'') through subsidiary
companies which are not themselves Exempt Entities (each, a
``Subsidiary Company''). Each Subsidiary Company would be engaged
directly or indirectly, and exclusively, in the business of owning and
holding the interests and securities of one or more Exempt Entities and
in project development activities relating to the acquisition of such
securities and the underlying projects.
The Order stated that equity investments in the Subsidiary
Companies could take the form of capital stock or shares, trust
certificates, partnership interests or other equity or participation
interests.
The Order also authorized GPU to make investments in one or more
Subsidiary Companies from time to time through December 31, 1997 in an
aggregate amount of up to $200 million. Such investments could take the
form of cash capital contributions or open account advances; loans
evidenced by promissory notes; guarantees by GPU or the principal of,
or interest on, any promissory notes or other evidences of indebtedness
or obligations of any Subsidiary Company, or of GPU's undertaking to
contribute equity to a Subsidiary Company; assumption of liabilities of
a Subsidiary Company; and reimbursement agreements with banks entered
into to support letters of credit delivered as security for GPU's
equity contribution obligation to a Subsidiary Company or otherwise in
connection with a Subsidiary Company's project development activities.
In addition to the above-described investments in Subsidiary
Companies, the Order authorized GPU to make investments in Exempt
Entities from time to time through December 31, 1997. Such investments
could take the form of (i) guarantees of the indebtedness or other
obligations of one or more Exempt Entities; (ii) assumption of
liabilities of one or more Exempt Entities; and (iii) guarantees and
letter of credit reimbursement agreements in support of equity
contribution obligations or otherwise in connection with project
development activities for one or more Exempt Entities.
The aggregate amount of such guarantees, assumptions and
reimbursement agreements entered into with respect to Exempt Entities,
together with the amount invested in Subsidiary Companies, would not
exceed $200 million in the aggregate outstanding at any one time
(``Investment Cap'').
GPU now proposes to increase the Investment Cap, which would
include all forms of equity or participation interests, to 50% of GPU's
consolidated retained earnings at the time any investment in a
Subsidiary Company or Exempt Entity is made. GPU states that, under new
rules 45(b)(4) and 52, open account advances without interest are not
subject to the limit of the Investment Cap, nor are cash capital
contributions to Subsidiary Companies to the extent they are not made
in connection with the acquisition of a new subsidiary.
The Subsidiary Companies propose to provide services and goods to
associate Subsidiary Companies and associate Exempt Entities at fair
market prices. GPU requests an exemption pursuant to section 13(b) of
the Act from the requirements of rules 90 and 91 applicable to such
transactions in any case in which one or more of the following
circumstances are present:
a. Such associate is a FUCO or an EWG which derives no part of its
income, directly or indirectly, from the generation, transmission, or
distribution of electric energy for sale within the United States;
b. Such associate is an EWG which sells electricity at market-based
rates which have been approved by the FERC or the appropriate State
Public Utility Commission, provided the purchaser of such electricity
is not an associate of GPU;
[[Page 67154]]
c. Such associate is an EWG that sells electricity at rates based
upon its cost of service, as approved by the FERC or any State Public
Utility Commission, provided that the purchaser of such electricity is
not an associate of GPU; or
d. Such associate is a Subsidiary Company, the sole business of
which is developing, owning and/or operating FUCOs or EWGs described in
clause 1, 2 or 3 above.
In an order dated June 14, 1995 (HCAR No. 26307), the Commission
has previously authorized EII and ESI to provide goods and services to
associate EWGs and FUCOs who satisfy one of the requirements in clause
a, b, or c above under an exemption from the cost standard. EII and ESI
now requests an exemption under section 13(b) of the Act from the
requirements of rules 90 and 91 with respect to the rendering of
services or sale of goods to Subsidiary Companies that satisfy the
requirements of clause d above. GPUSC and the Operating Companies also
propose to provide certain services at cost to any Subsidiary Company
or Exempt Entity in which GPU owns an interest.
The Order set forth different limits on the interest rates for U.S.
dollar-denominated debt of Subsidiary Companies than for non-U.S.
dollar-denominated debt. GPU now proposes that the interest rate on
indebtedness of a Subsidiary Company or Exempt Entity, with respect to
which there is recourse to GPU, whether or not the indebtedness is
denominated in U.S. dollars or foreign currency, not exceed that rate
of interest which is generally obtainable for indebtedness bearing
similar terms, conditions, and features and which is issued by
companies of the same or reasonably comparable credit quality.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-31379 Filed 12-22-95; 11:12 am]
BILLING CODE 8010-01-M
