[Federal Register Volume 60, Number 174 (Friday, September 8, 1995)]
[Notices]
[Pages 46880-46881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-22324]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26366]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
September 1, 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 25, 1995, 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.
Basic Investment, Inc. (31-908)
Basic Investments, Inc. (``Basic Investments''), P.O. Box 2065,
Henderson, Nevada 89009, has filed an application for an order
exempting it as a holding company under section 3(a)(3) from all
provisions of the Act, except section 9(a)(2).
Basic Investments is primarily engaged in real estate development,
sales and rental. All of its capital stock is owned by the following
entities, in the proportions indicated parenthetically: Kerr-McGee
Chemical Corporation (31%), Titanium Metals Corporation (32%), Pioneer
Chlor Alkali Company, Inc. (32%), and Chemstar Incorporated (5%)
(collectively, ``Industrials''). Basic Investments owns all of the
capital stock of three subsidiary companies, Basic Land, Inc. (``Basic
Land''), Basic Water Company (``Basic Water''), and Basic Management,
Inc. (``Basic Management'').
Basic Management owns an electric power distribution system
(``Distribution Network'') solely for the benefit of the Industrials.
This distribution system consists of a 13.8 kV and a 4.16 kV circuit,
each approximately 6 miles in length. The Industrials purchase electric
power from the Colorado River Commission (``River Commission''), which
is transmitted by the River Commission to the Distribution Network.
Basic Management distributes this power to the Industrials at certain
facilities used by the Industrials in a commonly shared site in Nevada.
Distribution costs, which in 1993 were approximately $509,000, are
charged to the Industrials on a break-even basis.
Basic Management also develops and operates certain real estate
properties in Nevada, the revenues from which totaled approximately
$4.5 million in 1993. Additionally, Basic Management monitors a sewage
system, which generated gross revenues in 1993 of under $100,000.
Basic Land's sole asset is a 50% partnership interest in Victory
Valley Land Company, L.P., which is primarily engaged in the
development and/or sale of certain real estate property in Nevada.
Gross revenues from Victory Valley's operations allocable to Basic Land
in 1993 were approximately $5.5 million. Basic Water owns and operates
a water delivery system serving both the town of Henderson, Nevada and
an industrial complex jointly used by the Industrials. Gross revenues
from this water operation in 1993 were approximately $2.1 million.
Basic Management is a ``public-utility company'' within the meaning
of the Act. Because of Basic Investment's ownership of Basic
Management, Basic Investment is a ``holding company'' within the
meaning of the Act. In 1993, Basic Investment's total utility revenue
approximated 4% of its combined revenues.
Basic Investment states that it is primarily engaged in businesses
other than that of a public utility and that it does not derive a
material part of its income from Basic Management's operation of the
Distribution Network. Basic Investment further states that, if such
revenue were deemed to be material, Basic Investment nonetheless owns
all of Basic Management's outstanding capital stock.
Central and South West Corporation, et al. (70-8423)
Central and South West Corporation (``CSW''), a registered holding
company, CSW International, Inc. (``CSWI''), a CSW Energy, Inc.
(``Energy'') (collectively ``Applicants''), both wholly owned
nonutility subsidiary companies of CSW, all located at 1616 Woodall
Rodgers Freeway, P.O. Box 660164, Dallas, Texas 75202, have filed a
post-effective amendment to their application-declaration under
sections 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and
rules 43, 45, 53, 83, 86, 87, 90 and 91 thereunder.
By order dated November 3, 1994 (HCAR No. 26156) (``Order''), the
Commission authorized the Applicants, among other things, to: (1)
Organize CSWI and other special purpose subsidiaries (``Project
Parents''), to invest in exempt wholesale generators (``EWGs''), and
foreign utility companies (``FUCOs''), up to $400 million for which
there is recourse to CSW (``Aggregate General Authority''), and up to
$600 million of nonrecourse debt; and (2) fund such investments from
time to time through issuances by CSW, CSWI and/or the Project Parents,
including, without limitation, CSW de Mexico S.A. de C.V. (``CSWdM'')
and CSW de Mexico Servicios S.A. de C.V. (``CSWdM Servicios''), of
stock, partnership interests, promissory notes, commercial paper or
other debt or equity securities.
The Applicants now propose to: (1) Increase their authorization
under the Aggregate General Authority to an amount equal to 50% of
CSW's ``consolidated retained earnings'' as determined in accordance
with rule 53(a)(1); and (2) increase the aggregate amount of
nonrecourse debt securities that may be issued by CSWI and/or Project
Parents (including, without limitation, CSWdM and CSWdM Servicios) to
third parties to $3 billion
[[Page 46881]]
under the terms and conditions specified in the Order. In addition, the
Applicants propose to delete the limitations on the amount of
nonrecourse debt that may be denominated in foreign currency.
The Cincinnati Gas and Electric Company (70-8669)
The Cincinnati Gas and Electric Company ``(CG&E''), a wholly owned
public-utility subsidiary company of CINergy Corp. (``CINergy''), a
registered holding company, both located at 139 East Fourth Street,
Cincinnati, Ohio 45202, has filed a declaration under sections 6(a), 7
and 12(e) of the Act and rules 62 and 65 thereunder.
CG&E's amended articles of incorporation (``Articles'') currently
provide that, without the consent of the holders of not less than a
majority of the total number of shares of preferred stock of all series
then outstanding, CG&E shall not issue or assume any securities
representing unsecured debt (other than for purposes of refunding
outstanding unsecured indebtedness or redeeming or otherwise retiring
outstanding shares of stock ranking prior to the preferred stock with
respect to the payment of dividends or upon the dissolution,
liquidation or winding up of CG&E) if, immediately after such issue or
assumption, the total outstanding principal amount of all securities
representing unsecured debt would exceed 20% of the aggregate of: (1)
the total principal amount of all then outstanding secured debt of
CG&E; and (2) the capital and surplus of CG&E, as stated on CG&E's
books (``20% Limitation'').
CG&E proposes to submit to the holders of the outstanding shares of
preferred stock of all series, and to CINergy, as the sole holder of
all the outstanding shares of CG&E common stock, a proposal
(``Proposal'') to amend the Articles to eliminate the 20% Limitation.
Approval of the Proposal requires the affirmative vote of the holders
of not less than two-thirds of the total number of shares of preferred
stock of all four series, voting together as one class, and an
affirmative two-thirds vote from CINergy as the sole common stock
holder. CINergy has informed CG&E that it will vote in favor of the
Proposal.
In the event the Proposal fails to receive the requisite
affirmative vote, CG&E proposes to seek approval of an alternative
proposal amending the Articles to authorize CG&E to issue or assume
securities representing unsecured indebtedness in excess of the 20%
Limitation through December 1, 2005. Approval of the alternative
proposal requires the same affirmative vote as the Proposal.
CG&E proposes to submit the above proposals for consideration and
action at a special meeting of stockholders planned to be held on or
about November 16, 1995, and, in connection therewith, to solicit
proxies from the holders of its capital stock.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-22324 Filed 9-7-95; 8:45 am]
BILLING CODE 8010-01-M
