[Federal Register Volume 59, Number 53 (Friday, March 18, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-6325]
[[Page Unknown]]
[Federal Register: March 18, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26001]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
March 11, 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 April 4, 1994 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 factor 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.
CNG Natural Gas Company, et al. (70-7258)
Consolidated Natural Gas Company (``CNG''), a registered holding
company, CNG Tower, Pittsburgh, Pennsylvania 15222-3199, and its wholly
owned nonutility subsidiary companies, CNG Research Company,
Consolidated System LNG Company, Consolidated Natural Gas Service
Company, Inc. (``Service'') and CNG Energy Company, located at CNG
Tower, Pittsburgh, Pennsylvania 15222-3199; CNG Coal Company, CNG
Producing Company and its subsidiary company, CNG Pipeline Company
(``Pipeline''), located at CNG Tower, 1450 Poydras Street, New Orleans,
Louisiana 70112-6000, CNG Transmission Corporation (``Transmission''),
CNG Storage Service Company (``Storage'') and CNG Iroquois, Inc.
(``Iroquois''), located at 445 West Main Street, Clarksburg, West
Virginia 26301; CNG Gas Services Corporation, One Park Ridge Center,
P.O. Box 15746, Pittsburgh, Pennsylvania 15244-0746; and Consolidated's
public-utility subsidiary companies, The Peoples Natural Gas Company,
GNG Tower, Pittsburgh, Pennsylvania 15244-0746; The East Ohio Gas
Company, 1717 East Ninth Street, Cleveland Ohio 44115; The River Gas
Company, 324 Fourth Street, Marietta, Ohio 45750; Virginia Natural Gas,
Inc. (''VNG''), 5100 East Virginia Beach Boulevard, Norfolk, Virginia
23501-3488; Hope Gas, Inc., P.O. Box 2868, Clarksburg, West Virginia
26302-2868; and West Ohio Gas Company, 319 West Market Street, Lima,
Ohio 45802 (collectively, ``Subsidiaries''), have filed a post-
effective amendment to an application-declaration pursuant to Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder.
By orders dated June 12, 1986 and July 16, 1986, HCAR No. 24128 and
24150 (``Original Orders''), respectively, CNG and all except five of
the subsidiaries were authorized to establish the Consolidated System
Money Pool (``Money Pool''). By order dated May 27, 1987 (HCAR No.
24399), Pipeline and Service were authorized to become participants in
the Money Pool. By order dated February 14, 1990 (HCAR No. 25040), VNG
was authorized to become a participant in the Money Pool. By order
dated May 13, 1991 (HCAR No. 25311), Storage was authorized to become a
participant in the Money Pool. Iroquois now requests authorization
through June 30, 1996 to participate in the Money Pool on the same
terms and under the same conditions as previously authorized by the
Commission in the Original Orders.
Funds taken from and provided to the Money Pool would be made in
the form of open account advances. Open account advances would be
repayable not more than one year from the date of the first advance. If
no such borrowings are outstanding on the date of any advance, then the
interest rate would be the Federal Funds' effective rate of interest as
quoted daily by the Federal Reserve Bank of New York.
By order dated July 6, 1993 (HCAR No. 25845), the Commission
authorized Transmission to provide Iroquois with up to $20 million in
funds (``Transmission Advances'') through either purchases of common
stock or through short-term loans. The aggregate outstanding amount of
funds obtained by Iroquois from the Money Pool, together with
Transmission Advances, would not at any time exceed $20 million.
Additionally, CNG and the Subsidiaries request authority to change
the interest rate on outstanding borrowings by participants in the
Money Pool. The current rate charged to borrowers from the Money Pool
equals the effective short-term borrowing costs of CNG, as stated in
the Original Orders. CNG and the Subsidiaries request authority to
change this rate to a rate equal to the effective weighted average rate
of interest on CNG's commercial paper and/or revolving credit
borrowings.
Gulf Power Company, et al. (70-7294)
Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola,
Florida 32501 and Mississippi Power Company (``Mississippi'')
(together, ``Applicants''), 2993 West Beach, Gulfport, Mississippi
39501, electric utility subsidiary companies of The Southern Company, a
registered holding company, have filed a post-effective amendment under
section 6(a), 7, 9(a), 10, 12(b), 12(c) and 12(d) and Rules 42, 45 and
50(a)(5) thereunder to their declaration previously filed under
sections 6(a), 7 and 12(b) and Rules 45 and 50(a)(5) thereunder.
Mississippi and Gulf are joint owners, as tenants in common, of
Plant Daniel, an electric generating facility in Jackson, Mississippi.
By order dated December 16, 1986 (HCAR No. 24261), the Commission
authorized Mississippi, acting as agent for Gulf, to enter into various
transactions with Fuelco, a special purpose subsidiary of the
Corporation Trinity Company, a nonassociated company, to finance
Termination and Closure Payments relating to the termination of
existing coal supply contracts and its entrance into new lower cost
arrangements for the supply of coal to Plant Daniel. In this regard,
Fuelco issued notes (``Notes'') in the aggregate principal amount of
$121.325 million to private investors, which mature on December 31,
1995 and bear interest at an 8.25% annual rate, payable semi-annually.
Mississippi borrowed the proceeds from the sale of the notes and issued
a secured note (``Secured Note'') to Fuelco in the same principal
amount and containing the same terms and conditions. The aggregate
unpaid principal amount of the Notes is approximately $35 million. The
Notes may be prepaid in whole or in part at any time on or after
January 1, 1994 at 101.03% of the principal amount thereof during 1994
and 100.00% of such principal amount during 1995, together in each case
with accrued interest to the prepayment date.
The Applicants now propose to refinance the Notes and the Secured
Note by: (1) Having Fuelco, or another similar special purpose
corporation, issue and sell, on or before December 31, 1994, up to $36
million aggregate principal amount of new notes (``Refunding Notes'')
maturing on December 31, 1995; and (2) Mississippi issuing a new
Secured Note in the same principal amount as the Refunding Notes and
containing the same terms and conditions. The proceeds from the sale of
the Refunding Notes would be applied to the prepayment of the
outstanding Notes. While the interest rate to be borne by the Refunding
Notes has not been determined at this time, it is anticipated based
upon current market conditions and rate levels that such rate would not
exceed 5\1/2\% per annum. The Refunding Notes would not be prepayable
prior to maturity.
As an alternative for refinancing the Notes, it is proposed that
Mississippi may effect borrowings of up to $36 million from a bank or
banks or other institutional lender or lenders. Such borrowings may be
evidenced by Mississippi's promissory note or notes, may be secured by
a subordinated lien on certain properties of Mississippi, would have a
final maturity of December 31, 1995, and would not be prepayable. As in
the case of the Refunding Notes, it is currently anticipated that the
interest rate of such borrowings would not exceed 5\1/2\% per annum.
The proceeds from such borrowings would be loaned to Fuelco and applied
to the prepayment of the outstanding Notes. The obligation of Fuelco to
repay such loan may be evidenced by a note issued to Mississippi the
payments on which would correspond to the payments due on Mississippi's
note or notes described above and would be included in the minimum
payments owing under the existing coal supply agreement between Fuelco
and Mississippi.
Gulf will be responsible for one-half of all costs incurred by
Mississippi pursuant to the arrangements proposed herein, in accordance
with the agreement between the parties relating to Plant Daniel (HCAR
No. 19696, September 28, 1976).
The refinancing will not be consummated unless the estimated
present value savings derived from the net difference between interest
payments on the obligations to be issued for refunding purposes and the
outstanding Notes is, on an after-tax basis, greater than the present
value of all prepayment and issuance costs, assuming an appropriate
discount rate. Such discount rate is based on the estimated after-tax
interest rate on the obligations issued for refunding purposes.
EUA Energy Investment Corp. (70-7426)
EUA Energy Investment Corp. (``EEIC''), P.O. Box 2333, Boston,
Massachusetts 02107, a wholly-owned, non-utility subsidiary company of
Eastern Utilities Associates (``EUA''), a registered holding company,
has filed a post-effective amendment to its application-declaration
under Sections 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Act and Rules
43(a), 45(a), 86, 87, 90 and 91 promulgated thereunder. EEIC requests
authorization to invest up to $5 million in energy and energy
conservation research.
By order dated December 4, 1987 (HCAR No. 24515), which was amended
on January 11, 1988 (HCAR No. 24515-A) (``Amended Order''), EUA was
authorized to establish EEIC to participate in the development of
cogeneration and small power production facilities and to engage in
energy and energy conservation research. EUA also was authorized to
invest up to $25 million in EEIC, which itself was authorized to invest
up to $2 million in energy and energy conservation research. To date,
EEIC has invested about $1.85 million in energy and energy conservation
research.
EEIC now requests authorization to invest, through December 31,
1999, up to $5 million in energy and energy conservation research,
which funds it would acquire from the $25 million that the Amended
Order authorized EUA to invest in EEIC. EEIC contemplates that it will
engage in research relative to new generation technology, new
transformer efficiency and design, air quality management, and electric
vehicle development. The post-effective amendment states that any
acquisition of securities by EEIC or any subsidiary or affiliate of
EEIC using any or all of the research and development funds requested
will remain subject to Commission jurisdiction.
Central Power and Light Co., et al. (70-8327)
Central Power and Light Company (``CP&L''), 539 North Carancahua
Street, Corpus Christi, Texas 78401; Public Service Company of Oklahoma
(``PSCO''), P.O. Box 201, Tulsa, Oklahoma 74102; Southwestern Electric
Power Company (``SWEPCO''), 428 Travis Street, Shreveport, Louisiana
71101; and West Texas Utilities Company (``WTUC''), 301 Cypress Street,
Abilene, Texas 79601-5820, all of which are electric public utility
subsidiaries of Central and South West Corporation, a registered
holding company, have filed an application pursuant to Sections 9(a)
and 10 of the Act.
CP&L, PSCO, SWEPCO, and WTUC (``Applicants'') propose to engage in
meter reading, billing, and collecting services (``Services'') to non-
affiliate companies through December 31, 1997. The non-affiliate
companies include non-affiliated water, gas and electric utilities,
cooperatives, towns, cities, counties, water authorities and other
entities located in or closely adjacent to the service territories of
the Applicants.
In 1992, Tulsa, Oklahoma requested that PSCO assess whether it
would be feasible for PSCO to provide the Services on behalf of Tulsa.
PSCO has estimated that it will require nine or ten additional
employees to provide Tulsa with the Services. For the five year period
1994-1998, PCSO expects that the average annual revenues from the
Services will be about $534,000 and the average cost thereof--based on
annual bills of $534,000--will be about $493,000. Other Oklahoma cities
have expressed an interest in the Services through PSCO.
PSCO first proposes to conclude a contract with Tulsa. Second, PSCO
proposes to market the Services to other non-affiliate companies within
six months thereafter through PSCO employees responsible for customer
service, community relations, and business development as well as
through printed materials. PSO will market the Services tailored to
meet the customer requirements of non-affiliate companies.
The Applicants state that revenues and expenses from the Services,
which will be non-utility activities, will be accounted for in
accordance with accepted principles and will conform to the FERC
Uniform System of Accounts, 18 CFR part 101. The Applicants state they
believe that the Services can be provided with margins that would
provide them with positive cash flows. The Applicants state that the
Services would not be provided to non-affiliate companies for less than
cost.
Appalachian Power Company, et al. (70-8347)
Appalachian Power Company (``Appalachian''), 40 Franklin Road,
Roanoke, Virginia 24022, Columbus Southern Power Company
(``Columbus''), 215 North Front Street, Columbus, Ohio 43215, and Ohio
Power Company (``Ohio Power''), 301 Cleveland Avenue SW., Canton, Ohio
44702, all electric public-utility subsidiary companies of American
Electric Power Company, Inc., a registered holding company, have filed
a declaration under Section 12(c) of the Act and Rule 42 thereunder.
Appalachian, Columbus, and Ohio Power intend to issue and sell, in
one or more series through June 30, 1995 shares of their cumulative
preferred stock (``Stock'') up to $30 million (no par), $100 million
(par value $25 per share and/or $100 per share), and $85 million (par
value $25 per share and/or $100 per share), respectively, under Rule
52. If market conditions require, Applicants propose to include a
redemption provision and/or a sinking fund with their sale of the
Stock, and request authorization from the Commission to acquire or
redeem such Stock through the operation of such redemption provision
and/or sinking fund.
Should the Stock include a redemption provision, the Stock would
not otherwise be redeemable at the option of Applicants for a period
ending on a date occurring up to 15 years following the date of its
issuance. Alternatively, Applicants may provide in the terms of the
Stock that the Stock would not be redeemable at the option of
Applicants for a period of up to 15 years if the monies for such
redemption are obtained by Applicants through a borrowing or issuance
of stock at an effective interest rate or dividend cost to Applicants
of less than the dividend rate per annum of such Stock. After the
expiration of such non-redemption or non-refunding period, such Stock
may be redeemable at Applicants' option at a price per share equal to
the stated value thereof together with accrued dividends to the date of
redemption, plus 100% of the dividend rate, declining annually on a
straight-line or other formula basis until arriving at the stated value
thereof, and thereafter at the stated value thereof. Applicants state
that they will not exercise any right of redemption by using the
proceeds of any new issue of securities unless the estimated present
value savings (derived from the net difference between interest or
dividend payments on a new issue of comparable securities and on the
cumulative preferred stock to be redeemed) is, on an after-tax basis,
greater than the present value of all redemption and issuing costs,
assuming an appropriate discount rate.
Should the Stock be subject to a sinking fund, Applicants may be
required, after the expiration of a non-redemption or non-refunding
period, to annually redeem a number of the shares of the Stock equal to
between 5% and 20% of the number of shares of Stock initially issued.
In addition, Applicants may, at their option, redeem on any such date
an additional equivalent amount of Stock. The price of such shares
subject to the sinking fund would be the price per share equal to the
stated value thereof together with accrued dividends to the date of
redemption. The Stock also may be subject to a final balloon sinking
fund payment which would require Applicants to redeem at per share
equal to the stated value thereof, together with accrued dividends to
the date of redemption, a number of the shares of the Stock of up to
80% of the number issued.
CECo Holding Company (70-8353)
CECo Holding Company (``CECo''), 37th Floor, 10 South Dearborn
Street, P.O. Box 767, Chicago, Illinois 60690-0767, a wholly owned
subsidiary company of Commonwealth Edison Company (``Edison''), an
Illinois public-utility holding company exempt from registration under
section 3(a)(1) of the Public Utility Holding Company Act of 1935
(``Act'') by order and pursuant to rule 2, has filed an application
under sections 3(a)(1), 9(a)(2) and 10 of the Act in connection with
the proposed acquisition of all of the outstanding common stock of
Edison and, indirectly, Commonwealth Edison Company of Indiana, Inc.
(``Indiana Company''), an Indiana electric public-utility subsidiary
company of Edison.\1\
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\1\Edison is engaged in the production, purchase, transmission,
distribution, and sale of electricity in Illinois. It serves
approximately 3.3 million residential, commercial, and industrial
customers in an area of approximately 11, 540 square miles. Indiana
Company owns generation and transmission facilities in Indiana. It
is engaged primarily in the sale of electricity at wholesale to
Edison.
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CECo requests an order approving the proposed acquisition of
interests in Edison and Indiana Company under sections 9(a)(2) and 10,
and granting an exemption under section 3(a)(1) from all provisions of
the Act, except section 9(a)(2).
CECO's proposed acquisition of the common stock of Edison and the
Indiana Company (``Acquisition'') is part of a corporate restructuring
in which CECo will become a holding company over Edison. CECo states
that the proposed restructuring is intended to permit Edison affiliates
to engage in nonutility businesses in competition with other
unregulated companies while protecting Edison and its ratepayers.
CECo and its wholly owned subsidiary, CECo Merging Corporation
(``Merging Corp.''), were incorporated under Illinois law for the
purpose of carrying out the proposed restructuring. Neither CECo nor
Merging Corp. owns any utility assets or engages in any business.
Edison and the Indiana Company are ``electric utilities'' as defined in
section 2(a)(3) of the Act and ``public utilities'' as defined in
section 2(a)(5) of the Act.
Applicant proposes to accomplish the Acquisition through a merger
(``Merger'') of Edison and Merging Corp., with Edison as the surviving
corporation. As a result of the Merger, the common stock of Merging
Corp. owned by CECo would be converted into common stock of Edison; the
outstanding common stock of Edison would be converted, on a share-for-
share basis, into common stock of CECo; and Edison would become a
subsidiary of CECo.
CECo proposes that there will be no exchange of, or any change to,
the outstanding preferred and preference stock, warrants and debt of
Edison in connection with the restructuring. Following the
restructuring Edison preferred stock and warrants will continue to be
convertible into shares of Edison common stock, creating a possible
minority interest in Edison common stock.
CECo states that following the consummation of the Merger, it will
be a public-utility holding company entitled to an exemption under
section 3(a)(1) of the Act from all of the provisions of the Act,
except for section 9(a)(2), because it and each of its public utility
subsidiaries from which it derives a material part of its income will
be predominantly intrastate in character and will carry on their
businesses substantially within the State of Illinois. CECo states that
Indiana Company will not provide it with a material part of its income.
Following the Acquisition, Edison will remain a holding company exempt
from registration under section 3(a)(1.).
For the year ended December 31, 1992, Indiana Company represented
approximately 1.2% of Edison's consolidated operating revenues, 1.0% of
consolidated net income, 0.4% of consolidated net utility plant, and
0.6% of consolidated total assets.
Edison also has six wholly owned non-utility subsidiaries. All but
one, CECo Enterprises, Inc. (``CECo Enterprises''), will remain Edison
subsidiaries subsequent to the Acquisition. CECo Enterprises was
recently established by Edison to provide, through subsidiaries,
unregulated energy-related services to Edison's customers and others.
Following the Acquisition, Edison will transfer the stock of CECo
Enterprises to CECo.
Central and South West Corp. (70-8357)
Central and South West Corporation (``CSW''), 1616 Woodall Rodgers
Freeway, Dallas, Texas 75202, a registered holding company, has filed a
declaration under Sections 6(a) and 7 of the Act and Rule 50(a)(5)
thereunder.
CSW proposes to issue and sell up to 11 million shares of its
authorized and unissued Common Stock, par value $3.50 per share
(``Additional Common Stock''), as well as provide net proceeds to it of
approximately $300 million, in one or more issues from time-to-time
through December 31, 1996. CSW will issue and sell shares of Additional
Common Stock under the competitive bidding procedures of Rule 50 of the
Act, as modified, by the Commission's Statement of Policy Concerning
the Application of Rule 50 under the Public Utility Holding Company Act
of 1935, dated September 2, 1982 (HCAR No. 22623), or in negotiated
sales to underwriters pursuant to an exception from the competitive
bidding requirements of Rule 50 under subsection (a)(5).
As of December 31, 1983, CSW has common stock equity of $1.849
billion, consolidated total capitalization of $4.108 billion and
consolidated short-term debt of $110.3 million. As of December 31,
1993, CSW had common stock equity of $2.930 billion, consolidated
short-term debt of $110.3 million. As of December 31, 1993, CSW had
common stock equity of $2.930 billion, consolidated total
capitalization of $6.042 billion and consolidated short-term debt of
$769 million.
At December 31, 1993, CSW's consolidated capitalization ratios were
48.5% common stock equity; 5.8% preferred stock; and45.7% long-term
debt. In order to keep its capital ratios at the appropriate levels to
support its growth and to support the credit rating of its
subsidiaries' outstanding securities, CSW desires to issue the
Additional Common Stock.
CSW intends to apply the net proceeds from the sale of the
Additional Common Stock to reduce short-term debt. Although CSW's
current intention is to apply all net proceeds to reduce its short-term
debt, any proceeds not used for such purposes would be used for general
corporate purposes, including but not limited to capital contributions
to its subsidiaries, subject to further authorization by the
Commission.
CSW will not, however, use such proceeds, or any short-term
borrowing availability created by the repayment of short-term debt with
such proceeds to acquire the securities of or any interest in (1) any
exempt wholesale generators, as such term is defined in section 32(e)
of the Act (``EWG'') until such time as such investment shall be
approved by order or regulation of the Commission or (2) any foreign
utility companies, as such term is defined in section 33(a) of the Act
(``FUCO'') until such time as such investment shall be approved by
order or regulation of the Commission. Neither CSW nor any of its
subsidiaries has an ownership interest in an EWG or FUCO, and neither
CSW nor any of its subsidiaries is a party to a service, sales or
construction agreement with an EWG or FUCO.
CSW requests an exception from the competitive bidding requirements
of Rule 50 under subsection (a)(5) thereunder, and also requests
authority to enter into negotiations with potential underwriters with
respect to the timing, pricing and other terms and conditions
applicable to the Additional Common Stock, subject to receipt of the
order of the Commission requested authorizing the issuance and sale of
the Additional Common Stock. It may do so.
Central Power and Light Co. (70-8359)
Central Power and Light Company (``Company''), 539 N. Carancahua
Street, Corpus Christi, Texas, 78401-2431, an electric utility
subsidiary company of Central and South West Corporation, a registered
holding company, has filed an application-declaration under sections
6(a) 7, 9(a), 10 and 12(c) of the Act of Rules 42 and 50(a)(5)
thereunder.
The Company requests authority to issue and sell in one or more
series, through December 31, 1996, up to one million additional shares
of its authorized and unissued preferred stock, par value $100 per
share (``Additional Preferred Stock'') under the competitive bidding
procedures or, in the alternative, in a negotiated underwriting.
The Company proposes to sell the Additional Preferred Stock as
depositary preferred stock if market conditions at the time of issuance
and sale are such that preferred stock having an offering price other
than $100 per share is likely to have a better market reception than
preferred stock having an offering price of $100 per share. In an
offering of depositary preferred stock, the Company would issue and
sell Additional Preferred Stock to underwriters for deposit with a
Depositary. The underwriters would then receive from the Depositary,
and deliver to purchasers in a subsequent public offering, receipts
(``Depositary Receipts'') evidencing Depositary Preferred Shares, each
representing a proportional share of Additional Preferred Stock. Any
additional terms of such an arrangement would be established at the
time of the proposed issuance.
The Company requests the flexibility to set the terms and amount of
Additional Preferred Stock to be issued at the time of the issuance of
any series thereof. The terms of the Additional Preferred Stock may
include provisions for mandatory or optional redemption at various
prices and may include various restrictions on optional redemption for
a specified number of years. The exact terms of any redemption or
refunding restrictions would be determined at or about the time of sale
of the Additional Preferred Stock.
Further, the Company may include provisions for a sinking or
retirement fund for any series of the Additional Preferred Stock
designed to redeem annually, commencing a specified number of years
after the first day of the calendar month in which such series is
issued, a number of shares specified in such provision. Such provisions
may also give the Company the option to credit against any sinking fund
requirement shares of Additional Preferred Stock of that series
theretofore purchased or otherwise acquired by the Company and not
previously credited against any sinking fund requirement. Additionally,
any such sinking or retirement fund provision may give the Company the
option to redeem or purchase on an annual basis up to an additional
equivalent amount of the shares so retired pursuant to the sinking or
retirement fund requirement. The Company would not expect to determine
whether to include a sinking or retirement fund as part of the terms of
any series of the Additional Preferred Stock until at or about the time
of issuance and sale of such series.
The Company is requesting authority, for the period during which
any shares of the Additional Preferred Stock are outstanding to (1)
redeem shares of Additional Preferred Stock in accordance with any
mandatory or optional redemption provisions established in any series
of the Additional Preferred Stock, and (2) redeem (or purchase in lieu
of redemption) shares of Additional Preferred Stock in accordance with
any sinking or retirement fund provisions established in any series of
the Additional Preferred Stock.
The proceeds from the sale of the Additional Preferred Stock will
be applied to redeem, or reimburse the Company's treasury in connection
with the redemption of, all or a portion of one or more series of the
Company's outstanding preferred stock, including the Company's 10.05%
Preferred Stock, $100 par value and 8.72% Preferred Stock, $100 par
value (collectively, ``Old Preferred Stock'') at the then current
redemption prices, plus accrued and unpaid dividends, if any, to the
redemption date. Any net proceeds from the issuance of the Additional
Preferred Stock not used for the redemption of the Old Preferred Stock,
or reimbursement of the Company's treasury, will be used to repay
outstanding short-term borrowings that provide working capital or for
other general corporate purposes. In the event that the proceeds from
the sale of the Additional Preferred Stock are less than the amount
required to redeem the Old Preferred Stock, the Company will pay a
portion of the redemption price from internally generated funds or
available short-term borrowings pursuant to an order of the Commission
dated March 31, 1993 (HCAR No. 24777) (``Order'').
The Company will not redeem the Old Preferred Stock with the
proceeds from the sale of the Additional Preferred Stock unless the
estimated present value savings derived from the net difference between
dividend payments on a hypothetical new issue of preferred stock of a
structure comparable to the structure on the Old Preferred Stock is
greater, on an after-tax basis, than the present value of all
redemption, tendering and issuance costs, assuming a discount rate
based on the estimated dividend rate on the Additional Preferred Stock.
The Company is also requesting authority for the period during
which any shares of the Old Preferred Stock are outstanding to
repurchase, reacquire or redeem shares of the Old Preferred Stock. The
Company will pay for any such repurchase, reacquisition or redemption
from the proceeds of the issuance of debt securities approved by the
Commission or from internally generated funds or available short-term
borrowings as provided in the Order.
Public Service Company of Oklahoma (70-8363)
Public Service Company of Oklahoma (``PSO''), P.O. Box 201, Tulsa,
Oklahoma 74119-1212, an electric public-utility subsidiary company of
Central and Southwest Corporation, a registered holding company, has
filed an application under sections 9(a) and rule 51 thereunder.
PSO proposes to acquire certain electric distribution facilities
(``Facilities'') from the City of Clinton, Oklahoma (``Clinton'') for a
cash purchase price of $450,000. The Facilities consist of
approximately 890 utility poles, 9.4 circuit miles of underground
distribution line, 73 circuit miles of overhead distribution line, 230
transformers, 200 street light fixtures, 11 line switches and all
apparatus and appurtenances now comprising the electric distribution
system within the Clinton-Sherman Industrial Park in Clinton.
The Facilities are currently being leased to PSO under a lease
agreement dated June 26, 1972 for a term of twenty-five years. PSO
offered by letter dated December 15, 1993 to purchase the Facilities
for a cash purchase price of $450,000. The City of Clinton agreed to
these terms by ordinance effective on January 30, 1994.
The cash to be used to acquire the Facilities will come from PSO's
internally generated funds.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-6325 Filed 3-17-94; 8:45 am]
BILLING CODE 8010-01-M
