[Federal Register Volume 59, Number 43 (Friday, March 4, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-4931]
[[Page Unknown]]
[Federal Register: March 4, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35--25994]
Filings Under the Public Utility Holding Company Act of 1935
[``Act'']
February 25, 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 applicant(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 21, 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 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.
Energy Initiatives, Inc. (70-8179)
Energy Initiatives, Inc., One Upper Pond Road, Parsippany, New
Jersey 07054 (``EII''), an indirect subsidiary of General Public
Utilities Corporation, a registered holding company, has filed a post-
effective amendment under sections 6(a), 7, 9(a), and 10 of the Act and
rule 50(a)(5) thereunder to its application-declaration filed under
sections 6(a), 7, 9(a), 10, and 12(b) of the Act and rule 45
thereunder.
By order dated September 7, 1993 (HCAR No. 25876) (``Order''), the
Commission authorized EII to, among other things, acquire up to 3,000
shares of common stock (``Stock''), for a purchase price of $2,500 per
share, of a nonassociate corporation (``Cogen Corp'') engaged in the
business of developing, owning and operating power projects in the
United States and in foreign countries. Power projects may be
qualifying facilities, exempt wholesale generators, or foreign utility
companies.
In accordance with the Order, EII entered into a stock purchase
agreement (``Stock Purchase Agreement'') and related agreements and
acquired 824 shares of class D voting common stock and 176 shares of
class C nonvoting common stock from Cogen Corp. The Stock Purchase
Agreement also provides that, subject to receipt of further Commission
authorization, EII would purchase up to an additional 400 shares of
Cogen Corp. class C nonvoting common stock, in order to provide Cogen
Corp. with additional equity capital.
EII now seeks to acquire, from time to time through July 1, 1996,
the additional 400 shares of class C nonvoting common stock
(``Additional Shares''), $2,500 per share, for $1 million. The proceeds
of the sale of the Additional Shares would be used by Cogen Corp. to
fund ongoing project development expenses. EII's ownership of the
Additional Shares would, together with the 3,000 shares of Stock
authorized in the Order, be subject to terms and conditions of a
stockholders agreement that delineates the powers of the shareholders
of Cogen Corp.
As described in the Order, EII has an obligation to acquire, from
time to time through July 1, 1996, an additional 2,000 shares of Stock.
As security for that obligation, EII has deposited $2.5 million in cash
into an escrow account. However, under the Stock Purchase Agreement,
EII may substitute an irrevocable bank letter of credit (``LOC'') for
the cash escrow. EII represents that use of an LOC for this purpose may
be less expensive than cash collateral.
Accordingly, EII proposes to enter into a letter of credit
reimbursement agreement with a bank, which would provide an LOC to
Cogen Corp. The reimbursement agreement would obligate EII to repay the
issuing bank in the event of any draw on the LOC. The LOC would have a
maximum fact amount of $2.5 million. Drawings on the LOC would bear
interest at a rate not more than 5% above the prime rate as in effect
from time to time. EII may be also required to pay fees not to exceed
1% annually of the LOC face amount. The LOC would have a final maturity
of not later than July 1, 1996.
Ohio Valley Electric Corporation, et al. (70-8337)
Ohio Valley Electric Corporation (``OVEC'') and Indiana-Kentucky
Electric Corporation (``Indiana-Kentucky''), both located at P.O. Box
468, Piketon, Ohio 45661 and both electric public-utility subsidiary
companies of American Electric Power Company, Inc., a registered
holding company, have filed a declaration under Sections 6(a), 7, and
12(b) of the Act and Rules 45 and 50(a)(5) thereunder.
Indiana law requires that permitees of a solid waste landfill in
the state satisfy certain financial responsibility standards. To
satisfy such standards for its fly ash landfill at the Clifty Creek
Plant, Indiana-Kentucky proposes to enter into a reimbursement
agreement in connection with the issue of a letter of credit. The
letter of credit would not exceed $10 million and would be for a one
year term then renewable annually. Drawings under the letter of credit
would bear interest at not more than two percent above the bank's prime
rate. Indiana-Kentucky may pay an annual fee which would not exceed one
percent of the face amount of the letter of credit.
OVEC proposes to indemnify the bank issuing such letter of credit
for any payments, or to guarantee the obligation of Indiana-Kentucky to
reimburse the bank of such payments. OVEC's obligation to the bank
would be on the same terms as Indiana-Kentucky's obligation to the
bank. OVEC would charge no fee to Indiana-Kentucky for such indemnity
or guaranty.
EUA Energy Investment Corporation (70-8351)
EUA Energy Investment Corporation (``EEIC''), P.O. Box 2333,
Boston, Massachusetts 02107, a non-utility subsidiary of Eastern
Utilities Associates, a registered holding company, has filed an
application under Sections 9(a) and 10 of the Act.
By order dated December 4, 1987 (HCAR No. 24515), as amended by
order dated January 11, 1988 (HCAR No. 24515A) (collectively,
``Orders''), EUA was authorized to organize and finance a new
subsidiary corporation (named NewCo in the Orders, but chartered as
EEIC) primarily for the purpose of participating in cogeneration and
small power production facilities and in related activities. EEIC also
was authorized to conduct certain energy or energy conservation
research and to invest up to $2 million in the aggregate on such
activities. Prior to acquiring an interest in any new business, EEIC is
required to seek further Commission authorization.
EEIC proposes to invest a total of $275,000 to be paid as
consideration for the acquisition of 9.9% of the common stock of
Quality Power Systems, Inc., a Massachusetts corporation engaged in the
manufacture, marketing and sale of uninterruptible power systems,
utility interface front-end power supplies and other electric and
electronic devices and equipment. EEIC further requests authorization
to acquire without additional consideration such additional shares of
the common stock of QPS as EEIC from time to time may be entitled to
receive to maintain a 9.9% ownership interest in QPS.
EEIC also proposes to provide consulting services directly to QPS.
In accordance with a stock purchase agreement (``Stock Purchase
Agreement'') entered into on January 24, 1994, EEIC's investment would
be used by QPS for the development and marketing of low harmonic
distortion Uninterruptible Power Systems (``UPS'') manufactured by QPS
under a license to QPS by Digital Equipment Corporation (``DEC'')
pursuant to a license agreement between QPS and DEC. The Stock Purchase
Agreement also imposes several affirmative obligations upon QPS to
provide EEIC with certain financial and other reports, and it includes
several negative covenants restricting the ownership and control of
QPS.
The primary purpose of the UPS is to improve the quality of power
supplied by an electric utility provider to its customers by reducing
harmonic distortion at the interconnection between the utility and its
customers. QPS achieves such quality enhancement using DEC's HA6000
product, a system developed by DEC to satisfy new requirements being
imposed on power line conditioning equipment and uninterruptible power
supplies by International Safety and Electrical Manufacturing
Compliance Standards.
It is stated that use of the HA6000 technology will permit electric
utilities in the New England region to reduce harmonic distortion in an
extremely cost efficient manner by directing corrective attention
specifically to customers whose equipment contributes to harmonic
distortion at utility interconnections and by providing such customers
with the lowest available rates on low maintenance modular units
customized to such customers' respective needs. Customers who have no
power quality complaints will not be required to contribute to such
corrective efforts, yet will benefit from improved power servicing due
to anticipated reductions in electric utilities' capacity requirements
costs upon implementation of the HA6000 systems.
It is also stated that EEIC and QPS believe that the increasing use
of automation for demand side and load management of energy needs and
the proliferation of computers and other sensitive electronic equipment
used by customers of electric utilities will necessitate enhanced
reduction of harmonic feedback into the distribution systems of
electric utilities.
Upon Commission approval of the proposed transactions, EEIC will
enter into a stockholders agreement with QPS providing for EEIC's
designation of one out of six director positions on the board of
directors of QPS, with any vacancy in such position to be filled only
by a subsequent designee of EEIC.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-4931 Filed 3-3-94; 8:45 am]
BILLING CODE 8010-01-M
