[Federal Register Volume 60, Number 159 (Thursday, August 17, 1995)]
[Notices]
[Pages 42936-42937]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-20399]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26355]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
August 11, 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 September 5, 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.
The Southern Company, et al. (70-8505)
The Southern Company (``Southern''), 64 Perimeter Center East,
Atlanta, Georgia 30346, a registered holding company, and its
nonutility subsidiary companies, Southern Electric International, Inc.
(``Southern Electric''), 900 Ashwood Parkway, Suite 500, Atlanta,
Georgia 30338, Mobile Energy Services Holdings, Inc. (``Mobile
Energy''), 900 Ashwood Parkway, Suite 450, Atlanta, Georgia 30338, and
Mobile Energy Services Company, L.L.C., P.O. Box 2747, 200 Bay Bridge
Road, Mobile, Alabama 36652, have filed a post-effective amendment
under section 12(b) of the Act and rule 45 thereunder to their
application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b),
12(c) and 12(d) of the Act and rules 43, 45, 46 and 54 thereunder.
By order dated December 13, 1994 (HCAR No. 26185) (``December 1994
order''), Southern was authorized to organize and acquire all of the
common stock of Mobile Energy.\1\ The December 1994 Order also
authorized Mobile Energy to acquire the energy and recovery complex
(``Energy Complex'') at Scott Paper Company's (``Scott's'') Mobile,
Alabama paper and pulp mill. In connection with the acquisition of the
Energy Complex, Mobile Energy and Scott entered into a Lease Assignment
and Assumption Agreement pursuant to which Mobile Energy assumed the
obligations of Scott under a lease agreement (``Lease Agreement'')
between Scott and The Industrial Development Board of the City of
Mobile, Alabama (``Board'') relating to $85 million outstanding
principal amount of tax-exempt solid waste revenue refunding bonds, due
2019 (``Tax-Exempt Bonds'') issued by the Board, as well as Scott's
obligations under two separate reimbursement agreements
(``Reimbursement Agreements'') between Scott and certain commercial
banks providing letters of credit (``Letters of Credit'') in support of
the Tax-Exempt Bonds. Mobile Energy's obligations to Scott under the
Lease Assignment and Assumption Agreement are unconditionally
guaranteed by Southern under the terms of a guaranty agreement between
Southern and Scott.
\1\ On May 17, 1995, Mobile Energy Services Company, Inc.
changed its corporate name to Mobile Energy Services Holdings, Inc.
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By order dated July 13, 1995 (HCAR No. 26330) (``July 1995
Order''), Mobile Energy's rights and obligations under the Lease
Assignment an Assumption Agreement were assigned to and assumed by
Mobile Energy Services Company, L.L.C.\2\ (``Project Company''), a new
subsidiary of Mobile Energy.
\2\ Mobile Energy Services Company, L.L.C. has been added as a
party to the application-declaration by post-effective amendment.
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The Lease Assignment and Assumption Agreement provides that Project
Company (as assignee of Mobile Energy) shall, not later than September
15, 1995, cause the Board to redeem or remarket the Tax-Exempt Bonds to
fully discharge and release Scott from all liabilities in respect of
the Tax-Exempt Bonds and the Lease Agreement and, in connection
therewith, to pay certain amounts payable under the terms of the
Reimbursement Agreements. Project Company and Mobile Energy currently
anticipate that a new series of tax-exempt bonds will be issued by the
Board to redeem the outstanding Tax-Exempt Bonds in full. If for any
reason closing on the sale of the new series of Tax-Exempt Bonds is
delayed beyond September 15, 1995, Southern would be obligated to cash
fund $85 million, plus unpaid interest on the Tax-Exempt Bonds, in
order to redeem the Tax-Exempt Bonds in full.
In lieu of such a cash funded redemption, Southern and Project
Company propose to either (i) enter into agreements with the current
Letter of Credit banks whereby Southern would be substituted for Scott
as the reimbursement party under the existing Reimbursement Agreements,
or (ii) provide to the trustee under the Tax-Exempt Bond Trust
Indenture one or more letters of credit in substitution for the
outstanding Letters of Credit, again with Southern as reimbursement
party under any related reimbursement agreement. It is proposed that
the material terms of any substitute letter of credit and of the
related reimbursement agreement would be substantially identical to the
terms of the existing Letters of Credit and Reimbursement Agreements.
EUA Cogenex Corporation, et al. (70-8663)
EUA Cogenex Corporation (``Cogenex''), a wholly owned subsidiary of
Eastern Utilities Associates, a registered holding company, both at
P.O. Box 2333, Boston, Massachusetts 02107, and AYP Capital, Inc.
(``AYP''), a wholly owned subsidiary of Allegheny Power System, Inc., a
registered holding company, both at Tower Forty-Nine, 12 East 49th
Street, New York, New York 10017, (Cogenex and AYP collectively,
``Applicants''), have filed an application-declaration under sections
9(a), 10, 12(b), 12(f) and 13 of the Act and rules 45, 54, 90 and 91
thereunder.
Applicants propose to form a Delaware limited liability company
(``JV ESCO'') to provide energy conservation services in the District
of Columbia, Pennsylvania, Maryland, Ohio, Virginia and West Virginia
(``Territory''). Cogenex and AYP will each own 50% of JV ESCO and share
equally in the capital contributions, allocation of profits and losses
and distributions of JV ESCO. JV ESCO will be governed overall
[[Page 42937]]
by a board of directors comprised of six directors, three of whom will
be appointed by Cogenex and three by AYP. Daily management decisions
will be made by a management committee comprised of one representative
from each Applicant. Cogenex and AYP will make capital contributions in
an amount initially expected to be approximately $1,000 each, which
will be used by JV ESCO for working capital purposes. Both Applicants
will subcontract personnel to JV ESCO at cost as needed until such
time, if any, as JV ESCO employs its own personnel.
Applicants entered into a letter agreement dated May 31, 1995 in
which Applicants agreed to perform initial marketing, sales, auditing,
bidding, job procurement and performance activities in preparation of
forming JV ESCO and to develop a long-term business plan for JV ESCO.
The term of the letter agreement is one year (``Interim Period''),
unless terminated sooner by the formation of JV ESCO or by mutual
agreement of the Applicants. Cogenex will assign all contracts and
business opportunities obtained during the Interim Period within the
Territory at cost to JV ESCO. AYP will also be reimbursed by JV ESCO
for its expenses incurred during the Interim Period.
Applicants also request authority to guarantee third party loans to
JV ESCO for up to an aggregate of $15 million each. Applicants state
that such guarantees shall be made within five years of the formation
of JV ESCO. Applicants state that any amount borrowed by JV ESCO from
third party lenders will be through loans exempt from the Act pursuant
to rule 52(b).
Cogenex requests that any goods or services furnished by Cogenex or
any of its affiliates (other than an affiliate which is a public
utility company) to JV ESCO be furnished at prices not to exceed market
prices pursuant to an exception from the requirements of section 13(b)
and rules 90 and 91 thereunder. JV ESCO will not be providing goods or
services to Cogenex or its affiliates. AYP requests that any goods or
services furnished by AYP or any of its affiliates (other than an
affiliate which is a public utility company) to JV ESCO be furnished at
prices not to exceed market prices pursuant to an exception from the
requirements of section 13(b) and rules 90 and 91 thereunder, provided
that the ultimate consumer of such goods or services is not an
affiliate of AYP, in which case such goods or services would be
provided at cost. JV ESCO will provide goods or services to AYP or its
affiliates only at cost.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-20399 Filed 8-16-95; 8:45 am]
BILLING CODE 8010-01-M
