[Federal Register Volume 61, Number 32 (Thursday, February 15, 1996)]
[Notices]
[Pages 6045-6047]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-3417]
=======================================================================
-----------------------------------------------------------------------
[[Page 6046]]
SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26470]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
February 9, 1996.
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 March 4, 1996, 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.
Allegheny Power System, Inc., et al. (70-8411)
Allegheny Power System, Inc. (``APS''), 12 East 49th Street, New
York, New York, 10017, a registered holding company; AYP Capital, Inc.
(``AYP''), 12 East 49th Street, New York, New York, 10017, a non-
utility subsidiary company of APS; and Allegheny Power Service
Corporation (``APSC''), 800 Cabin Hill Drive, Greensburg, Pennsylvania,
15601, a non-utility subsidiary company of APS, have filed a post-
effective amendment to an application-declaration previously filed
under sections 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act
and rules 45, 50, 53, 87, 90 and 91 thereunder.
By order dated July 14, 1994 (HCAR No. 26085), APS was authorized
to organize and finance AYP to: (i) explore investment opportunities in
companies engaged in new technologies related to the core utility
business of APS and (ii) invest in companies for the acquisition and
ownership of exempt wholesale generators (``EWGs'').
By order dated February 3, 1995 (HCAR No. 26229), AYP was
authorized to engage in the development, acquisition, construction,
ownership and operation of EWGs and in development activities with
respect to (i) qualifying cogeneration facilities and small power
production facilities (``SPPs''); (ii) nonqualifying cogeneration
facilities, nonqualifying SPPs and independent power production
facilities (``IPPs'') located within the service territories of APS
public utility subsidiary companies; (iii) EWGs; (iv) companies
involved in new technologies related to the core business of APS; and
(v) foreign utility companies (``FUCOs''). AYP Capital was also
authorized to consult for nonaffiliate companies. APS was authorized to
increase its investment in AYP Capital from $500,000 to $3 million.
By order dated October 27, 1995 (HCAR No. 26401), APS and AYP were
authorized to form and finance special-purpose subsidiary companies
(``NEWCOs'') to acquire interests in EWGs and FUCOs, to provide energy
management services and demand side management services, to factor
accounts receivable, and to manage the real estate portfolio of the APS
system. APS also was authorized to invest in AYP, and AYP was
authorized to invest in NEWCOs, up to $100 million through December 31,
1999. AYP and the NEWCOs were authorized to obtain loans or to issue
recourse obligations guaranteed by AYP or APS subject to the $100
million limit. Finally, the NEWCOs were authorized to issue partnership
interests or trust certificates through December 31, 1999 to third
parties to finance EWGs and FUCOs in an amount not to exceed $200
million.
This post effective amendment seeks Commission authorization for
APS and AYP to increase the limit on loans and guarantees from $100
million to $300 million. This increase is requested in part because AYP
has agreed to purchase the 50% interest of Duquesne Light Company in
Fort Martin Generating Station Unit No. 1 (``Fort Martin'') for $181
million.
Fort Martin is operated by Monongahela Power Company
(``Monongahela''), an associate company of AYP and a wholly-owned
public utility subsidiary of APS, pursuant to an Operating Agreement
dated April 30, 1965. Monongahela was chosen to operate Fort Martin by
an operating committee that consists of the three owners of Unit No.
1--Duquesne Light Company, Monongahela, and Potomac Edison Company.
Certain common facilities are operated under a Common Facilities
Operating Agreement dated November 14, 1968. The Operating Agreement
has been approved by the FERC and by all state commissions with
jurisdiction over the parties. The Operating Agreement, which details
the allocation of costs for the operation and maintenance of Fort
Martin, will remain in effect after the sale of the 50% interest.
Consolidated Natural Gas Company (70-8759)
Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding
company has filed an application-declaration under sections 3(b), 6(a),
7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and rules 45, 53, 54,
83, 87, 90 and 91 thereunder.
CNG proposes to form CNG International Corporation (``CNGI'') as a
subsidiary which would exclusively invest either directly or, through
intermediate subsidiaries (``Intermediate Subsidiaries''), indirectly
in energy-related businesses outside the United States. CNG requests
authority through March 31, 2001 to invest up to $300 million in any
combination of debt and equity funds through CNGI in such businesses
(``Investment Cap'').
CNG additionally requests authority for CNGI to directly or,
through one or more Intermediate Subsidiaries, indirectly acquire
securities or interests in the business of one or more ``exempt
wholesale generators'' (``EWGs'') located outside of the United States
and ``foreign utility companies'' (``FUCOs''). Any direct or indirect
investment by CNGI in an EWG or a FUCO would not be subject to the
Investment Cap, but would not be undertaken if, as a consequence, the
aggregate direct and indirect investment by CNG in all EWG's and FUCO's
exceeded 50% of CNG's consolidated retained earnings.
The types of energy-related businesses interests, other than EWGs
and FUCOs, in which CNG requests authority for CNGI to acquire include:
(a) The sale and servicing of energy equipment; (b) gas transmission
and storage; (c) gas exploration, production, brokering and marketing;
(d) brokering and marketing of electricity, gas and other energy
commodities and (e) services related to the foregoing.
CNG also requests authority for CNGI and its affiliates to provide
(a) energy consulting in foreign energy markets and (b) administrative,
technical,
[[Page 6047]]
operating, maintenance, and other management services to non-associates
with respect to their foreign operations. All such services, together
with the energy-related businesses described above are referred to as
``Foreign Energy Activities.'' All such services would be provided to
nonassociates at market-based rates.
CNGI and its affiliates may also provide similar goods and services
to wholly-owned subsidiaries and to entities jointly owned by CNGI and
its subsidiaries. Services provided to CNGI affiliates would be at
market rates if such affiliate either (a) derives no material part of
its income, directly or indirectly, from sources within the United
States and is not a public-utility company operating within the United
States or (b) does not provide services or sell goods directly or
indirectly to CNG domestic utility affiliates.
CNGI and its affiliates may contract with CNG associates in order
to provide the above services. Services obtained from utility
associates would be performed at cost. Services from nonutility
associates may be performed at market; provided, however, that services
from nonutility associates substantially involved in the provision of
services to CNG utility associates would be performed at cost.
CNGI may invest in Foreign Energy Activities through the
acquisition of up to 100% of the voting or non-voting stock of
corporations engaged exclusively in such activities. Alternatively,
CNGI may invest and participate through wholly-owned limited purposes
subsidiary corporations with nonassociates in partnerships or joint
ventures exclusively engaged in Foreign Energy Activities.
CNG would provide funds to CNGI for the proposed activities by
purchasing from CNGI up to 30,000 shares of its common stock, $10,000
par value. Although CNGI would issue no more than 30,000 shares, it
proposes to authorize 50,000 shares of common stock, $10,000 par value.
CNG would additionally fund CNGI's activities through open account
advances and/or long-term loans. In addition, CNG proposes that CNG,
CNGI and Intermediate Subsidiaries be authorized to enter guarantee
arrangements, obtain letters of credit and otherwise provide credit
support with respect to the obligations of their respective
subsidiaries. The maximum aggregate limit on all such credit support
would be $300 million.
CNG anticipates that most securities issued among CNGI and its
affiliates, and most securities issued by CNGI and its affiliates to
third parties, will be exempt from the requirements of section 6(a) and
7 of the Act. However, CNG requests authority for CNGI and its
associates to issue securities in a transaction which would not qualify
for exemption under rules of the Act at the time such securities would
be issued.
Such securities would encompass interests in partnerships, joint
ventures or other entities, and all other types of equity interests,
regardless of preference with respect to, or condition on,
distributions from the issuer of such securities, upon liquidation or
otherwise.
CNG states that it would obtain the funds for any investment in
CNGI from internally generated funds or as the Commission may otherwise
authorize by separate order.
The Columbia Gas System, Inc. (70-8775)
The Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road,
Wilmington, Delaware 19807, a registered holding company, has filed an
application-declaration under section 6(a), 7, 9(a), 10, 12(b) and
13(b) of the Act and rules 43, 45, 87, 90, and 91 thereunder.
Columbia proposes to form one or more direct or indirect
subsidiaries (``Consumer Service Company'') to engage in the business
of providing energy-related consumer services (``Consumer Services'').
To the extent these services are provided by a new subsidiary, Columbia
seeks authorization, through December 31, 1997, to fund the new venture
through the purchase of up to $5 million dollars of shares of common
stock of Consumer Services Company, $25 par value per share, at a
purchase price at or above par value. The acquisition may be made by
either Columbia (in the case of a direct subsidiary) or by one of
Columbia's subsidiary companies (in the case of an indirect
subsidiary). To the extent that the services are provided by an
indirect subsidiary, the funding by the direct subsidiary will come
either from previously authorized funding or from cash on hand.
Columbia expects that its Consumer Services subsidiaries will
conduct their businesses both within and outside of the states of
Kentucky, Maryland, Ohio, Pennsylvania, and Virginia. Columbia states
that the Consumer Services will primarily benefit Columbia's customers
and Columbia's local distributing companies (``LDCs'') (Columbia Gas of
Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia Gas of Ohio,
Inc., Columbia Gas of Pennsylvania, Inc. and Commonwealth Gas Services,
Inc.). The Consumer Services offered would include the following: (1)
Safety inspections (energy assessments and energy-related safety
inspections such as carbon monoxide and radon testing, appliance
efficiency ratings and wiring safety checks); (2) appliance financing
(loans supporting the purchase of energy-related appliances); (3)
billing insurance (to ensure payment of consumer utility bills in the
event of death, disability or involuntary unemployment); (4) appliance
repair warranty (repair service for heating and air conditioning and
major appliances); (5) gas line repair warranty (warranty against the
cost of repair of faulty gas service lines); (6) merchandising of
energy-related goods (direct sales of energy-related devices); (7)
commercial equipment service (warranty service for operators of
commercial equipment); (8) bill risk management products (price
protection services for gas consumers); (9) consulting and fuel
management services (advisory and/or management services regarding
energy consumption and measurement for commercial and industrial
customers); (10) electronic measurement services (enhanced measurement
and billing services for commercial and industrial customers to enable
them to better monitor their energy consumption and expenditures); (11)
incidental services (needed as a result of the services set forth
above).
Columbia also proposes that its LDCs provide Consumer Services
Company with billing, accounting, and other energy-related services.
Columbia states that all services required to conduct the Consumer
Services Company's business that are provided by the LDCs or any other
Columbia company will be billed in accordance with section 13(b) of the
Act and rules 87, 90 and 91 thereunder.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-3417 Filed 2-14-96; 8:45 am]
BILLING CODE 8010-01-M
