95-9191. Filings Under the Public Utility Holding Company Act of 1935, as Amended (``Act'')  

  • [Federal Register Volume 60, Number 72 (Friday, April 14, 1995)]
    [Notices]
    [Pages 19103-19104]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 95-9191]
    
    
    
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    SECURITIES AND EXCHANGE COMMISSION
    
    [Release No. 35-26269]
    
    
    Filings Under the Public Utility Holding Company Act of 1935, as 
    Amended (``Act'')
    
    April 7, 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 
    applicant(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 May 1, 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 a 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.
    
    System Energy Resources, Inc., et al. (70-8511)
    
        System Energy Resources, Inc. (``SERI''), Echelon One, 1340 Echelon 
    Parkway, Jackson, Mississippi 39213, Arkansas Power & Light Company 
    (``AP&L''), 425 West Capitol, 40th Floor, Little Rock, Arkansas 72201, 
    Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New 
    Orleans, Louisiana 70113, Mississippi Power & Light Company (``MP&L''), 
    308 East Pearl Street, Jackson, Mississippi 39201, New Orleans Public 
    Service Inc. (``NOPSI'' and together with AP&L, LP&L and MP&L, 
    ``Operating Subsidiaries''), 639 Loyola Avenue, New Orleans, Louisiana 
    70113, and Entergy Corporation (``Entergy''), 225 Baronne Street, New 
    Orleans, Louisiana 70112, a registered holding company, have filed an 
    application-declaration with this Commission pursuant to Sections 6(a), 
    7, 9(a), 10 and 12(d) of the Public Utility Holding Company Act of 1935 
    (``Act'') and Rules 44 and 54 thereunder. A notice of this transaction 
    was originally issued by the Commission on November 28, 1994 (HCAR No. 
    26173).
        SERI proposes from time to time through December 31, 1996 (a) to 
    issue and sell one or more series of its first mortgage bonds 
    (``Bonds'') and/or its debentures (``Debentures'') in a combined 
    aggregate principal amount not to exceed $265 million, and (b) to enter 
    into arrangements for the issuance and sale of tax-exempt revenue bonds 
    (``Tax-Exempt Bonds'') in an aggregate principal amount not to exceed 
    $235 million. Additionally, SERI requests authority through December 
    31, 1996 to issue and pledge one or more new series of its first 
    mortgage bonds in an aggregate principal amount not to exceed $251 
    million (``Collateral Bonds'') as security for the Tax-Exempt Bonds.
        Each series of Bonds will have such interest rate, maturity date, 
    redemption and sinking fund provisions, be secured by such means and 
    sold in such manner and at such price and have such other terms and 
    conditions as shall be determined at the time of sale. However, the 
    maturity of the Bonds and the Debentures will in no case exceed forty 
    years. Further, the rate on the Bonds and the Debentures, which may be 
    fixed or variable, will not exceed 15%. Additionally, holders of Bonds 
    or Debentures would have the right to tender, or be required to tender, 
    their Bonds or Debentures and have them purchased at a price equal to 
    the principal amount thereof, plus any accrued and unpaid interest 
    thereon, on dates specified in, or established in accordance with the 
    indenture pursuant to which they will be issued.
        In order to provide additional security for its obligations with 
    respect to the Bonds, SERI may assign for the benefit of the holders of 
    the Bonds certain of its rights under the Availability Agreement, dated 
    as of June 21, 1974, as amended (``Availability Agreement''). Pursuant 
    to this agreement, the Operating Subsidiaries have agreed to pay SERI 
    certain amounts for expenses incurred by SERI in connection with the 
    operation of a nuclear-powered electric generating station in 
    Mississippi.
        As further security for its obligations with respect to the Bonds, 
    SERI may assign certain of its rights under the Capital Funds Agreement 
    dates as of June 21, 1974 (``Capital Funds Agreement''). Pursuant to 
    the terms of this agreement, Entergy has agreed to provide SERI, among 
    other things, capital sufficient to enable SERI to maintain a 35% 
    equity ratio, as defined in that agreement.
        SERI proposes to use the net proceeds derived from the issuance and 
    sale of the Bonds for general corporate purposes, including, but not 
    limited to, (i) the acquisition and retirement, by means of tender 
    offer, or open market, negotiated or other forms of purchases, or 
    redemption in whole or in part, prior to their respective maturities, 
    of one or more series of SERI's outstanding first mortgage bonds, (ii) 
    the payment of construction costs and nuclear fuel costs, (iii) the 
    repayment of long- and short-term borrowings and/or (iv) other working 
    capital needs.
        SERI also requests authority to enter into arrangements for the 
    issuance of Tax-Exempt Bonds by governmental authorities (``Issuer'') 
    in an aggregate principal amount not to exceed $235 million. Each 
    series of Tax-Exempt Bonds will have such interest rate, maturity date, 
    redemption and sinking fund provisions, be secured by such means, be 
    sold in such manner and at such price, and have such other terms and 
    conditions as shall be determined at the time of sale. However, it is 
    proposed that each series of the Tax-Exempt Bonds mature not earlier 
    than five years from the first day of the month of issuance nor later 
    than forty years from the date of issuance.
        Under the proposed arrangements, SERI would enter into one or more 
    installment purchase, refunding or other facilities agreements 
    (``Facilities Agreement'') or one or more supplements and/or amendments 
    thereto with one or more Issuers. Pursuant to the terms of each 
    Facilities Agreement, the Issuer will pay to or provide for the benefit 
    of SERI the total amount of the proceeds of the Tax-Exempt Bonds and 
    SERI will agree to pay amounts sufficient to pay the principal or 
    redemption price of, premium, if any, and interest on the Tax-Exempt 
    Bonds.
        In order to obtain a more favorable rating on any series of Tax-
    Exempt Bonds, SERI may arrange for one or more irrevocable letter(s) of 
    credit (``Letter of Credit'') for an aggregate amount up to $285 
    million from one or more banks (``Bank''). In connection with any such 
    Letter of Credit, SERI would enter into a Reimbursement 
    [[Page 19104]] Agreement (``Reimbursement Agreement'') with the Bank. 
    Pursuant to a Reimbursement Agreement, SERI would agree to reimburse 
    the Bank party thereto immediately or within a specified period (not to 
    exceed 60 months) after the date of the draw for all amounts drawn 
    under Letter of Credit, together with accrued interest. The rate of 
    such interest would not exceed the New York prime rate as published in 
    The Wall Street Journal plus 200 basis points. Additionally, it is 
    anticipated that each Reimbursement Agreement would require the payment 
    by SERI to the Bank of up-front fees not to exceed $100,000 and annual 
    fees not to exceed 1\1/4\% of the face amount of the related Letter of 
    Credit.
        In addition or as an alternative to the security provided by a 
    Letter of Credit, SERI may pledge one or more new series of its first 
    mortgage bonds (``Collateral Bonds'') under the Mortgage, as it may be 
    supplemented. These Collateral Bonds may be interest-bearing or non-
    interest bearing. Such Collateral Bonds would be non-interest bearing 
    if the principal amount issued were the same as the principal of the 
    underlying Tax-Exempt Bonds plus accumulated interest for a specified 
    period. The rate on interest-bearing Collateral Bonds may be less than 
    or equal to the interest rate on the underlying Tax-Exempt Bonds.
        As additional security for its obligations under any Facilities 
    Agreement or to make payment on the Collateral Bonds, SERI may assign 
    its interest in the Availability Agreement or the Capital Funds 
    Agreement. In any such event, the Operating Subsidiaries would be 
    required to consent to and join in such assignment.
        SERI proposes to use the proceeds of the sale of Tax-Exempt Bonds 
    to refinance certain pollution control revenue bonds that were 
    previously issued to finance pollution control facilities at the Grand 
    Gulf nuclear station.
    
    The Cincinnati Gas & Electric Company, et al. (70-8607)
    
        The Cincinnati Gas & Electronic Company (``CG&E''), an electric 
    utility subsidiary company of CINergy Corp. (``CINergy''), a registered 
    holding company, and CG&E's electric utility subsidiary company, The 
    Union Light, Heat and Power Company (``Union Light'') (together, 
    ``Operating Companies''), both located at 139 East Fourth Street, 
    Cincinnati, Ohio 45202, have filed an application-declaration under 
    Sections 6(a) and 7 of the Act and Rule 54 thereunder.
        CG&E proposes to issue and sell within certain parameters, from 
    time-to-time through March 31, 1996, an aggregate principal amount not 
    to exceed $500 million of a combination of senior unsecured 
    indebtedness (``Senior Debentures'') and junior unsecured subordinated 
    indebtedness (``Junior Securities''). In addition, Union Light proposes 
    to issue and sell within certain parameters, from time-to-time through 
    March 31, 1997, an aggregate principal amount not to exceed $55 million 
    of unsecured indebtedness (``Union Debentures'') (Union Debentures 
    together with Senior Debentures, ``Senior Securities'') (Senior 
    Securities together with Junior Securities, ``Securities'').
        The Operating Companies have several high coupon series of first 
    mortgage bonds and CG&E has preferred stock that are, or will shortly 
    become, optionally redeemable and can be refinanced through the 
    issuance of lower cost debt. Proceeds from the sale of the Senior 
    Securities and the Junior Securities will be used respectively to 
    refund some or all of redeemable high-coupon debt issues and the 
    preferred stock. Any balance of net proceeds from the sale of the 
    Securities will be used for general corporate purposes. Without further 
    Commission authorization, none of the proceeds from the sale of the 
    Securities will be used by the Operating Companies to acquire, directly 
    or indirectly, an interest in an exempt wholesale generator (EWG) or 
    foreign utility company (FUCO) as respectively defined in Sections 32 
    and 33 of the Act.
        The Senior Securities: (1) Will be issued at a price no higher than 
    101.5% nor less than 98% of the principal amount, plus accrued 
    interest, if any, with underwriting commissions and agents' fees not to 
    exceed 1.25% of the principal amount; (2) may be issued in one or more 
    new series for terms not to exceed 40 years; and (3) will be issued at 
    an interest rate which results in a yield to maturity to the purchaser 
    at the initial offering price, depending on the maturity of the 
    security issued, of up to a maximum of (a) 225 basis points for the 
    Senior Debentures, or (b) 200 basis points for the Union Debentures, 
    over the yield to maturity on United States Treasury Notes and United 
    States Treasury Bonds of comparable maturities, payable semi-annually.
        The Junior Securities: (1) Will be issued at a price no higher than 
    101.5% nor less than 98% of the principal amount, plus accrued 
    interest, if any, with underwriting commissions and agents' fees not to 
    exceed 3.50% of the principal amount; (2) may be issued in one or more 
    new series for terms not to exceed 40 years; and (3) will be issued at 
    an interest rate which results in a yield to maturity to the purchaser 
    at the initial offering price, depending on the maturity of the 
    security issued, of up to a maximum of 225 basis points over the yield 
    to maturity on United States Treasury Notes and United States Treasury 
    Bonds of comparable maturities. Interest on the Junior Securities will 
    be paid on either a monthly, quarterly, semi-annual or annual basis, 
    and CG&E may have the right to defer payment of interest on its Junior 
    Securities for up to five years under certain circumstances.
    
        For the Commission, by the Division of Investment Management, 
    pursuant to delegated authority.
    Margaret H. McFarland,
    Deputy Secretary.
    [FR Doc. 95-9191 Filed 4-13-95; 8:45 am]
    BILLING CODE 8010-01-M
    
    

Document Information

Published:
04/14/1995
Department:
Securities and Exchange Commission
Entry Type:
Notice
Document Number:
95-9191
Pages:
19103-19104 (2 pages)
Docket Numbers:
Release No. 35-26269
PDF File:
95-9191.pdf