[Federal Register Volume 59, Number 63 (Friday, April 1, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-7769]


[[Page Unknown]]

[Federal Register: April 1, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26012]

 

Filings Under the Public Utility Holding Company Act of 1935 
(``Act'')

March 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 
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 April 18, 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.

Public Service Company of New Hampshire (70-8367)

    Public Service Company of New Hampshire (``PSNH''), 1000 Elm 
Street, Manchester, New Hampshire 03105, a public-utility subsidiary 
company of Northeast Utilities (``NU''), Selden Street, Berlin 
Connecticut 06037, a registered holding company, has filed a 
declaration under sections 6(a) and 7 of the Act.
    By order dated December 16, 1992 (HCAR No. 25710), the Commission 
authorized, among other things, the continued use of a revolving credit 
facility (``Facility'') that became available to PSNH before it was 
subject to Commission jurisdiction. In conjunction with the Facility, 
PSNH entered into a revolving credit agreement dated May 16, 1991 among 
the banks named therein (``Banks''), Bankers Trust Company, Chemical 
Bank and Citibank, N.A., as co-agents, and Chemical Bank, as 
administrative agent (``Revolving Credit Agreement'').
    Under the Revolving Credit Agreement, PSNH has commitments from the 
Banks for an aggregate of $125 million in short-term borrowings. PSNH's 
obligations under the Revolving Credit Agreement are secured by a 
second mortgage on certain of PSNH's assets. PSNH pays quarterly to 
each participating Bank a facility fee (``Facility Fee'') equal to 25 
basis points per annum of that Bank's commitment, and it pays an agency 
fee to each of the co-agents and the administrative agent as agreed to 
from time to time. The Revolving Credit Agreement currently expires on 
May 14, 1994.
    PSNH now proposes to extend the term of the Revolving Credit 
Agreement through May 14, 1996, and to amend certain financial 
covenants and other provisions in the Revolving Credit Agreement to 
account for the agreement's extended term. In an effort to make 
conforming changes required by the extension of the term of the 
Revolving Credit Agreement and to account for an increase in the 
Facility Fee charged by the Banks, PSNH proposes to make the following 
additional amendments:
    (1) PSNH will be required to maintain a ratio of operating income 
to interest expense on a rolling four quarters basis, measured at the 
end of each quarter, through September 30, 1994 of 1.50 to 1 and from 
December 31, 1994 through May 14, 1996 of 1.75 to 1;
    (2) PSNH will be required to maintain a common equity to total 
capitalization ratio through June 30, 1994 of 0.21 to 1, from July 1, 
1994 through June 30, 1995 of 0.23 to 1, and from July 1, 1995 through 
May 14, 1996 of 0.25 to 1; and
    (3) The Facility Fee charged to PSNH under the Revolving Credit 
Agreement may be increased from 25 basis points per annum to a higher 
amount that has not yet been negotiated, but will not exceed a maximum 
of 37.5 basis points per annum.
    In consideration of the extension, the Banks will charge PSNH an 
extension fee that has not yet been negotiated but will not exceed 15 
basis points of their respective commitments under the Revolving Credit 
Agreement, or up to $187,500 in the aggregate.
    Interest on borrowings under the Revolving Credit Agreement accrues 
on one or more of four bases, at PSNH's option. The first is a 
``Eurodollar Rate'' equal to the average of the co-agents' London 
interbank offered rates plus a margin of 50 basis points. The second 
interest rate option is a ``CD Rate'' equal to the average of the co-
agents' certificate of deposit rates plus a margin of 87.5 basis 
points. The third interest rate option is an ``Alternate Base Rate'' 
equal to the greater of Chemical Bank's prime lending rate or the 
Federal Funds Rate in effect plus a margin of 50 basis points. The 
final interest rate option is a rate bid by some or all of the 
participating banks in a competitive bid procedure. The margins on 
Eurodollar Rate, CD Rate and Alternate Base Rate borrowings increase by 
25 basis points if either Standard & Poor's Corporation (``S&P'') or 
Moody's Investor Service, Inc. fails to give PSNH's first mortgage 
bonds an investment grade rating, and by 37.5 basis points if the 
advance on which that interest is accruing would be considered a 
``Highly Leveraged Transaction'' under applicable banking regulations. 
On March 1, 1994, S&P downgraded its rating PSNH's first mortgage bonds 
to ``BB+,'' which is not an investment grade rating, therefore, the 25 
basis point additional margin is currently in effect.
    Borrowings under the Eurodollar Rate option can have maturities on 
one, two, three or six months. Borrowings under the CD Rate option can 
have maturities of 30, 60, 90 or 180 days. Borrowings under the 
Alternate Base Rate option can be repaid at any time prior to the 
termination of the Revolving Credit Agreement.

Appalachian Power Company, et al. (70-8377)

    Appalachian Power Company (``APCo''), Columbus Southern Power 
Company (``CSPCo''), Indiana Michigan Power Company (``I&M''), Kentucky 
Power Company (``KPCo'') and Ohio Power Company (``OPCo'') 
(collectively, ``Companies''), all electric public-utility subsidiary 
companies of American Electric Power Company, Inc., a registered 
holding company, have filed an application-declaration under sections 9 
(a), (10) and 12(c) of the Act and Rule 42 thereunder.
    The Companies each propose to acquire for cash, through June 30, 
1996, up to the entire amount of the previously issued and outstanding 
series of first mortgage bonds and cumulative preferred stock 
(``Outstanding Securities'') through tender offer, negotiated, open 
market or any form of purchase or otherwise by means other than 
redemption. The Companies are currently precluded from redeeming the 
Outstanding Securities due to refunding or redemption restrictions.
    The Companies propose to acquire the following Outstanding 
Securities.

------------------------------------------------------------------------
                        APCo First Mortgage Bonds                       
-------------------------------------------------------------------------
                                                             Principal  
                         Series                               amount    
                                                            outstanding 
------------------------------------------------------------------------
9\1/8\% Series due 2019.................................     $47,500,000
9\7/8\% Series due 2020.................................      48,000,000
9.35% Series due 8/1/2021...............................      50,000,000
8.75% Series due 2/1/2022...............................      50,000,000
8.70% Series due 5/22/2022..............................      40,000,000
8.50% Series due 12/1/2022..............................      70,000,000
------------------------------------------------------------------------


                                                                        
                       CSPCo First Mortgage Bonds                       
-------------------------------------------------------------------------
                                                             Principal  
                         Series                               amount    
                                                            outstanding 
8.95% Series due 12/20/95...............................     $30,000,000
9.15% Series due 2/2/98.................................      57,000,000
9.625% Series due 6/1/2021..............................      50,000,000
9.31% Series due 8/1/2001...............................      30,000,000
8.70% Series due 7/1/2022...............................      35,000,000
8.55% Series due 8/1/2022...............................      15,000,000


                                                                        
                    CSPCo Cumulative Preferred Stock                    
-------------------------------------------------------------------------
                                                              Shares    
                         Series                             outstanding 
9.50% Series of $100 par value..........................         750,000


                                                                        
                        I&M First Mortgage Bonds                        
-------------------------------------------------------------------------
                                                             Principal  
                         Series                               amount    
                                                            outstanding 
9.50% Series due 5/1/2021...............................     $40,000,000
8.75% Series due 5/1/2022...............................      50,000,000
8.50% Series due 12/15/2022.............................      75,000,000


                                                                        
                        KPCo First Mortgage Bonds                       
-------------------------------------------------------------------------
                                                             Principal  
                         Series                               amount    
                                                            outstanding 
8.95% Series due 5/10/2001..............................     $20,000,000
8.90% Series due 5/21/2001..............................      40,000,000


                                                                        
                        OPCo First Mortgage Bonds                       
-------------------------------------------------------------------------
                                                             Principal  
                         Series                               amount    
                                                            outstanding 
9\7/8\% Series due 2020.................................     $50,000,000
9.625% Series due 6/1/2021..............................      50,000,000
8.80% Series due 2/10/2022..............................      50,000,000
8.75% Series due 6/1/2022...............................      50,000,000


    No Company will acquire any of the Outstanding Securities unless 
the estimated present value of the savings to be derived from the net 
difference between interest or dividend payments on a new issue of 
comparable securities and those securities acquired, is, on an after-
tax basis, greater than the present value of all redemption and issuing 
costs, assuming an appropriate discount rate.

Seneca Resources Corp., et al. (70-8385)

    Seneca Resources Corporation (``Seneca''), 10 Lafayette Square, 
Buffalo, New York, 14203, and Empire Exploration, Inc. (``Empire''), 14 
Lafayette Square, suite 1200, Buffalo, New York, 14203, both wholly-
owned non-utility subsidiaries of National Fuel Gas Company (``NFG''), 
a registered holding company, have filed an application-declaration 
pursuant to sections 6(a), 7, 9(a), 10 and 12(c) of the Act and Rule 42 
promulgated thereunder.
    Seneca and Empire propose to merge Empire into Seneca. The purpose 
of the merger is to consolidate all of the gas production operations 
and facilities of NFG and its subsidiaries into one corporation.
    Upon consummation of the merger, Empire would cease to exist, and 
all of its common stock would be surrendered and cancelled. In 
addition, all of Empire's facilities and assets would be acquired by 
Seneca and entered onto its books with their book value. These 
facilities and assets consist of about 2,200 gas wells, 789,000 gross 
leasehold acres with oil and gas exploration and production rights, and 
various other facilities such as gathering lines, well equipment and 
auxiliary facilities. The total original cost of these facilities and 
assets was $87,256,000, which includes, for example, all transportation 
and construction costs incurred to place the assets in service. After 
depreciation, these facilities and assets had a book value of 
$53,211,000 on January 31, 1994. Current assets of $3,231,000 and other 
assets of $610,000 bring the total assets, less accumulated 
depreciation, to $57,052,000. In addition, all of the liabilities of 
Empire would be assumed by Seneca. These liabilities, which include 
short-term debt, totaled $41,046,000 on January 31, 1994.

Energy Initiatives, Inc., et al. (70-8395)

    Energy Initiatives, Inc. (``EII''), One Upper Pond Road, 
Parsippany, New Jersey 07054, a non-utility subsidiary of General 
Portfolios Corporation (``GPC''), and GPC, Mellon Bank Center, Tenth 
and Market Streets, Wilmington, Delaware 19801, a non-utility 
subsidiary of General Public Utilities Corporation (``GPU''), and GPU, 
100 Interpace Parkway, Parsippany, New Jersey 07054, a registered 
holding company, have filed an application-declaration under sections 
6(a), 7, 9(a), 10 and 12(c) of the Act and Rule 42 thereunder.
    By order dated November 2, 1988 (HCAR No. 24738) (``1988 Order''), 
GPU was authorized, among other things, to organize and acquire all of 
the common stock of GPC. The 1988 Order also authorized GPC to acquire 
all of the common stock of EII from Jersey Central Power & Light 
Company, a wholly-owned subsidiary of GPU. By order dated March 22, 
1989 (HCAR No. 24843), GPU was granted the authority to contribute to 
GPC 51, 975 shares of ACE Limited and 7,866 shares of Excel Limited, 
both Cayman Island corporations.
    GPU now proposes to merge GPC into EII, with EII becoming the 
surviving entity. Upon consummation of the merger, all of the 
outstanding 100 shares, no par value, of GPC common stock owned by GPU 
would be cancelled and EII would succeed to all of the assets and 
liabilities of GPC, including the shares of ACE Limited and Excel 
Limited and EI Fuels Corp., presently a wholly-owned subsidiary of GPC. 
After the merger, all 100 outstanding shares of EII, now held by GPC, 
would be transferred to GPU and, consequently, EII would become a 
direct, wholly-owned subsidiary of GPU.
    It is stated that GPC is being merged out of existence because the 
reasons for its creation and continued existence no longer exist. When 
GPC was organized in 1988, it was anticipated that GPU would, subject 
to further Commission authorization, be investing in various non-rate 
regulated activities, in addition to EII, and that GPC would serve as 
the single vehicle through which such other investments would be made, 
managed and controlled. For a number of reasons, including subsequent 
amendments to the Internal Revenue Code, GPU has not made such 
investments and does not now anticipate doing so in the foreseeable 
future. Consequently, apart from its ownership of EII, and of the ACE 
Limited and Excel Limited shares, GPC has not been actively engaged in 
any business activities since its organization.
    For the Commission, by the Division of Investment, pursuant to 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-7769 Filed 3-31-94; 8:45 am]
BILLING CODE 8010-01-M