[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