[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.
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APCo First Mortgage Bonds
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Principal
Series amount
outstanding
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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
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CSPCo First Mortgage Bonds
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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
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Shares
Series outstanding
9.50% Series of $100 par value.......................... 750,000
I&M First Mortgage Bonds
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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
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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
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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