[Federal Register Volume 60, Number 61 (Thursday, March 30, 1995)]
[Notices]
[Pages 16524-16525]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-7838]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26258]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
March 24, 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 April 17, 1995, 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.
Northeast Utilities (70-7701)
Northeast Utilities (``Northeast''), 174 Brush Hill Avenue, West
Springfield, Massachusetts 01089, a registered holding company, has
filed a post-effective amendment to its declaration under Sections 6(a)
and 7 of the Act and Rule 54 thereunder.
By orders dated May 23, 1990 (HCAR No. 25093) and July 29, 1994
(HCAR No. 26092, the Commission authorized, among other things,
Northeast to issue and sell, and/or purchase in the open market and
sell, from time-to-time through December 31, 1995 up to 10 million
common shares under Northeast's Dividend Reinvestment Plan (``DRP'').
As of March 1, 1995, Northeast has issued and sold 4,470,352 authorized
common shares and 4,877,247 shares have been purchased in the open
market by an agent acting on behalf of Northeast and distributed to DRP
participants pursuant to the DRP.
Northeast now proposes to issue and/or purchase and sell to DRP
participants, through December 31, 2005, the remaining 652,401 common
shares under the DRP. For the same period Northeast also proposes to
issue and/or purchase and sell to DRP participants up to an additional
20 million common shares under the DRP. In all respects, the terms and
conditions associated with the issuance, acquisition and sale of the
shares to be issued under the DRP will remain as previously authorized.
New England Electric System, et al. (70-8475)
New England Electric System (``NEES''), a registered holding
company, and New England Electric Resources, Inc. (``NEERI''), its
wholly owned, nonutility subsidiary company, both of 25 Research Drive,
Westborough, Massachusetts 01582, have filed an application-declaration
under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rule 45
thereunder. The Commission issued a notice of the transaction on
November 18, 1994 (HCAR No. 26163). Subsequently, applicants-declarants
amended the filing to request additional authorization, thus
necessitating this supplemental notice.
NEES proposes to provide financing to NEERI by making capital
contributions up to an additional $12.7 million and/or by lending to
NEERI from time to time additional amounts not to exceed $12.7 million
at any one time, such loans to be in the form of non-interest bearing
subordinated notes.
NEERI proposes to enter into a joint arrangement with Separation
Technologies, Inc. (``STI''), the developer of a process for separating
unburned carbon from coal ash. As part of its joint arrangement with
STI, NEERI proposes to enter into a project with STI and STI Projects,
a Florida General Partnership between STI and Oxbow Carbon
International, Inc. (``STIP''), involving the processing of coal ash at
an electric generation facility in the New England/New York region
(``NE/NY Project'') owned by a nonaffiliated electric company
(``Owner''). NEERI plans to invest up to $700,000 in the NE/NY Project
in return for 15% of certain project revenues.
In addition, NEERI will provide consulting services to STI and/or
STIP in connection with the NE/NY Project for a fee. Such services may
include marketing, sales, higher value product research and development
and engineering consultation on balance of plant equipment matters.
STIP will be responsible for processing the ash at the Owner's
facility. [[Page 16525]]
NEERI proposes to enter into similar joint arrangements with STI
and STIP at other locations where STI equipment will be installed.
NEERI's investment in these other utility locations is anticipated to
range between $500,000 and $2.0 million per installation, with a
cumulative investment not to exceed $10 million. NEERI's investments in
such future projects may take the form of, without limitation, joint
ventures, general partnerships, limited partnerships, teaming
agreements, royalties or other revenue sharing, special purpose
entities, loans, and equity participation. NEERI's project investments
may involve the acquisition of voting securities or interests not
exceeding 9.9%
NEERI proposes to perform research with STI to further refine the
carbon-rich and low carbon processed waste stream and to find other
applications for the STI separation process in recycling. NEERI states
that it will not expend more than $1 million on such research
activities. NEERI also proposes to offer marketing and engineering
advice and consulting services to STI and STIP.
Furthermore, NEERI proposes to acquire up to $1 million of STI's 6%
cumulative convertible preferred stock at a price of $6.50 per share
(``Shares''). All or any portion of the Shares shall be convertible at
any time, or from time to time, at NEERI's option, into the same number
of shares of STI common stock. The Shares will automatically convert to
shares of common stock (upon the closing of an initial public offering
of STI common stock) in which STI's aggregate gross proceeds from such
offering exceed $5 million and in which the share offering price is
$6.50 or more. Dividends ion the Shares will accrue cumulatively at a
rate of 6% per annum of the price per Share from the date of payment
for the Share to the date of its conversion, if any, to common. The 6%
cumulative dividend would be paid in STI common shares upon conversion
of Shares to common.
NEERI will have the right to exercise one vote per Share on all
matters submitted to a vote of STI common stock generally. NEERI will
also have the option to appoint one member of the STI Board of
Directors. NEERI will have protection against dilution of the Shares
for a period of five years after their purchase. NEERI states that its
investment in the Shares will result in NEERI's ownership of not more
than 5% of the voting securities of STI.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-7838 Filed 3-29-95; 8:45 am]
BILLING CODE 8010-01-M
