[Federal Register Volume 63, Number 132 (Friday, July 10, 1998)]
[Notices]
[Pages 37422-37423]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-18293]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26892]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
July 2, 1998.
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 under the Act. 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 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 July 28, 1998, 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
should identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified on any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After July 28, 1998, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become
effective.
Appalachian Power Company (70-5503)
Appalachian Power Company (``Appalachian''), 40 Franklin Road,
S.W., Roanoke, Virginia 24011, an electric utility subsidiary of
American Electric Power Company, Inc., a registered holding company,
has filed a post-effective amendment to its application-declaration
under sections 9(a), 10 and 12(d) of the Act and rules 44 and 54 under
the Act.
By order dated December 10, 1974 (HCAR No. 18703), the Commission
authorized Appalachian, among other things, to enter into an agreement
of sale (``Agreement'') with the Industrial Development Authority of
Russell County, Virginia (``Authority''), concerning the financing of
pollution control facilities (``Facilities'') at Appalachian's Glen Lyn
and Clinch River plants. Under the Agreement, the Authority may issue
and sell its pollution control revenue bonds (``Revenue Bonds'') or
pollution control refunding bonds (``Refunding Bonds'' and, together
with Revenue Bonds, ``Bonds''), in one or more series, and deposit the
proceeds with the trustee (``Trustee'') under an indenture
(``Indenture'') entered into between the Authority and the Trustee. The
Trustee applies the proceeds to the payment of the costs of
construction of the Facilities or, in the case of proceeds from the
sale of Refunding Bonds, to the payment of principal, premium (if any)
and/or interest on Bonds to be refunded.
The same order also authorized Appalachian to convey an undivided
interest in a portion of the Facilities to the Authority, and to
reacquire that interest under an installment sales arrangement (``Sales
Agreement'') requiring Appalachian to pay as the purchase price semi-
annual installments in an amount that, together with other funds held
by the Trustee under the Indenture for that purpose, will enable the
Authority to pay, when due, the interest and principal on the Bonds. To
date, the Authority has issued and sold seven series of Bonds in an
aggregate principal amount of $101.74 million of which $37.0 million
presently are outstanding.
The Authority now intends to issue and sell its Series H Refunding
Bonds in the aggregate principal amount of $19.5 million, the proceeds
of which will be used to provide for the principal and interest
payments required for the refunding, at their stated maturity on
November 1, 1998, of the Authority's 7\1/4\% Series F Refunding Bonds.
Appalachian expects that the Series H Refunding Bonds will be issued
under and secured by the Indenture and a seventh supplemental
indenture, will bear interest semi-annually at a rate of interest not
exceeding 8% per year and will mature at a date not more than thirty
years from the date of issuance. Appalachian proposes to enter into an
amended Sales Agreement in connection with the Series H Refunding Bonds
under essentially the same terms and conditions of the original Sales
Agreement. Appalachian may provide some form of credit enhancement in
connection with the issuance and sale of
[[Page 37423]]
the Series H Refunding Bonds and pay a related fee.
Eastern Enterprises (70-9195)
Eastern Enterprises (``Eastern''), 9 Riverside Road, Weston,
Massachusetts 02139, a public utility holding company exempt by order
under section 3(a)(1) of the Act has filed an application under
sections 3(a)(1), 9(a)(2) and 10 of the Act.
Eastern proposes to acquire all of the issued and outstanding
voting securities of Essex County Gas Company (``Essex''), a gas public
utility company. To accomplish the acquisition, Eastern and Essex have
entered into an Agreement and Plan of Merger, dated as of December 19,
1997 (``Agreement''). The Agreement provides, among other things, that
a special purpose subsidiary of Eastern (``NEWCO'') will merge with and
into Essex. Shares of NEWCO will be converted into shares of new common
stock of Essex, which will become a wholly owned subsidiary of Eastern.
Each outstanding share of Essex will be converted into 1.183985 shares
of Eastern common stock, subject to adjustment under certain
circumstances based on the average market price for a specified period
prior to closing. The stockholders of Essex will become stockholders of
Eastern. Outstanding debt securities of Essex will not be affected and
will remain outstanding on the same terms and conditions.
The trustees of Eastern approved the merger at a meeting held on
December 12, 1997. No approval of Eastern's shareholders is required.
The board of directors of Essex approved the merger at a meeting held
on December 19, 1997. The shareholders of Essex voted to approve the
Merger at a meeting held on June 24, 1998.
Eastern's sole utility subsidiary, Boston Gas Company (``Boston
Gas''), serves approximately 530,000 gas retail customers, all in
Massachusetts.\1\ Essex serves approximately 42,000 gas retail
customers entirely in eastern Massachusetts. The service territories of
Eastern and Essex are contiguous. Eastern's net earnings for the twelve
months ended December 31, 1997 were $51,950,000 on revenues of
$970,204,000. Eastern's nonutility subsidiaries contributed
$269,259,000, approximately 27.8% of total revenues during this period.
Essex's net earnings for the twelve months ended August 31, 1997, were
$3,966,519 on revenues of $53,534,734, substantially all of which were
provided by its utility operations. Both Eastern and Essex are subject
to the retail ratemaking jurisdiction of the Massachusetts Department
of Telecommunications and Energy.
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\1\ Boston Gas has an active wholly owned nonutility subsidiary,
Massachusetts LNG Incorporated, which holds title to a liquid
natural gas storage facility.
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Eastern has several direct nonutility subsidiaries. These include:
Midland Enterprises Inc. (``Midland''), AllEnergy Marketing Company,
Inc., AMR Data Corporation, Boston Gas Services, Inc., Eastern
Associated Capital Corp., Eastern Associated Securities Corp., Eastern
Energy Systems Corp., Eastern Enterprises Foundation, Eastern Rivermoor
Company, Inc., Eastern Urban Services, Inc., Mystic Steamship
Corporation, PCC Land Company, Inc., Philadelphia Coke Co., Inc.,
ServiceEdge Partners, Inc., Water Products Group Incorporated, and
Western Associated Energy Corp.\2\ Midland and its subsidiaries \3\ are
engaged in river barge transportation services and related support
activities. The other nonutility subsidiaries are engaged in investment
activities, real estate activities, installing and servicing HVAC
equipment, automated meter reading services, and ownership of liquid
natural gas storage facilities.
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\2\ AllEnergy Marketing Company, Inc., Boston Gas Services,
Inc., Eastern Energy Systems Corp., Eastern Urban Services, Inc.,
Mystic Steamship Corporation, Philadelphia Coke Co., Inc., Water
Products Group Incorporated, and Western Associated Energy Corp. are
inactive.
\3\ Midland's subsidiaries include: Capital Marine Supply, Inc.,
Chotin Transportation, Inc., Eastern Associated Terminals Company,
Federal Barge Lines, Inc., Hartley Marine Corp., Minnesota Harbor
Service, Inc., The Ohio River Company, The Ohio River Company
Traffic Division, Inc., The Ohio River Terminals Company, Orgulf
Transport Co., Orsouth Transport Co., Port Allen Marine Service,
Inc., Red Circle Transport Co., River Fleets, Inc., and West
Virginia Terminals, Inc. Federal Barge Lines, Inc. is inactive.
Midland and its active subsidiaries are engaged in river barge
transportation services and related support activities.
Midlands also has an inactive nonutility subsidiary, Federal
Barge Lines, Inc.
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Essex has two nonutility subsidiaries, LNG Storage, Inc. (``LNG'')
and Northern Energy Company, Inc. (``Northern''). LNG owns a liquid
natural gas storage facility. Northern is inactive.
In addition, Eastern requests an order granting it an exemption
under section 3(a)(1) of the Act following the Merger. Eastern asserts
that upon consummation of Merger, Eastern will continue to satisfy the
requirements for an exemption under section 3(a)(1). Eastern states
that it and its public utility subsidiaries, currently are, and will
continue to be, predominately intrastate in character and will continue
to carry on their businesses substantially in Massachusetts.
For the Commission, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-18293 Filed 7-9-98; 8:45 am]
BILLING CODE 8010-01-M
