[Federal Register Volume 59, Number 72 (Thursday, April 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-9017]


[[Page Unknown]]

[Federal Register: April 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26023]

 

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

April 8, 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 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 May 2, 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.

Leidy Hub, Inc. (70-7201)

    Leidy Hub, Inc. (``Leidy''), formerly Enerop Corporation 
(``Enerop''), 10 Lafayette Square, Buffalo, New York 14203, a 
nonutility subsidiary company of National Fuel Gas Company 
(``National''), a registered holding company, has filed a post-
effective amendment under sections 9(a) and 10 of the Act to its 
application-declaration which was originally filed under sections 6(a), 
7, 9(a), 10 and 12(b) of the Act and Rule 45.
    By orders dated May 1, 1986 and March 18, 1988 (HCAR Nos. 24081 and 
24604, respectively), the Commission authorized, in relevant part: (1) 
National to loan $200,000 to Metscan, Inc. (``Metscan''), a New York 
corporation that has developed an electronic meter reading system 
(``Metscan System''), and to receive an option to convert the note 
(``Note'') evidencing the loan into 80,000 shares of Metscan's 
preferred stock, at a price of $2.50 per share; (2) National to assign 
the Note and option from Metscan to Enerop; (3) National to provide 
Enerop $442,500 as a contribution to capital, which funds Enerop was 
authorized to invest, together with third parties, in Metscan 
Technology Partners (``Partnership''), a New York partnership formed by 
Metscan, after which Enerop would own approximately 9.96% of the 
Partnership; and (4) the Partnership and Metscan to be reorganized as a 
corporation before the end of 1989, and Enerop to acquire approximately 
7.23% of the common stock of the new corporation.
    The March 18, 1988 order contained a reservation of jurisdiction 
over this reorganization which was released by order dated April 27, 
1989 (HCAR No. 24874). The reorganization occurred on May 17, 1989, and 
the new corporation was called Metscan Acquisition Corporation 
(``MAC''). Pursuant to the reorganization, the Note and Enerop's 
Partnership interest attributable to the $442,500 investment were 
converted into 80,000 shares and 177,000 shares of MAC common stock, 
respectively, at a conversion rate of $2.50 per share. MAC subsequently 
changed its name to Metscan, Inc., and the 257,000 shares that Enerop 
then owned represented 6.0% of the total shares of Metscan common stock 
outstanding, and 5.1% of that total if shares subject to outstanding 
warrants and employees' options were included.
    By order dated September 7, 1990 (HCAR No. 25143), the Commission 
authorized Enerop to acquire an additional 143,000 shares of Metscan 
common stock for $357,500 ($2.50 per share), and 39,500 shares of 
Metscan Class A Preferred Stock (``Class A Preferred'') for $158,000 
($4 per share). The Class A Preferred pays a cumulative annual 7% 
dividend, and is convertible by the stockholders to Metscan common 
stock on a 1:1 basis, through July of 1995. As a result of the 
September 7, 1990 order, Enerop owned 9.4% of Metscan's common stock 
and 7.1% of Metscan's Class A Preferred, or 7.9% of such common stock 
if the Class A Preferred stock is converted into common stock, and if 
all warrants and other rights are exercised.
    Finally, by order dated July 12, 1991 (HCAR No. 25346), Enerop was 
authorized to purchase 17,000 additional shares of the Class A 
Preferred for $68,000 ($4 per share). Following the acquisition, Enerop 
owned 9.4% of Metscan's common stock and 9.8% of the Class A Preferred, 
or about 8.2% of the actual and potential equity investment in Metscan. 
Enerop's total investment in Metscan then totaled $1,226,000. On 
December 29, 1993, Enerop changed its name to Leidy Hub, Inc.
    Leidy now proposes to acquire 29,167 shares of Metscan Class B 
Preferred Stock, $.01 par value, (``Class B Preferred''), out of a 
total number of 2,736,667 shares to be sold, for $35,000 ($1.20 per 
share). Once the proposed transaction has been consummated, Leidy will 
own 7.31% of Metscan's common stock, 9.83% of the Class A Preferred and 
1.07% of the Class B Preferred, or about 5.52% of the actual and 
potential equity investment in Metscan. Leidy will, however, divest 
itself of all interest in Metscan within ten years of the acquisition 
of the Class B Preferred.

Entergy Corporation (70-8149)

    Entergy Corporation (``Entergy''), 225 Baronne Street, New Orleans, 
Louisiana 70113, a registered holding company, has filed a declaration 
under Sections 6(a), 7, 32, and 33 of the Act and Rules 53 and 54 
thereunder. The Commission issued a notice of the declaration on April 
9, 1993 (HCAR No. 25789). Since then, Entergy has filed an amendment 
which requires the Commission to issue a second notice of the 
transaction.
    Entergy proposes to enter into arrangements with one or more banks 
to effect borrowings and reborrowings by Entergy from time to time for 
a period not to exceed three years, of not more than $300 million by 
issuing to participating banks (``Banks'') its unsecured promissory 
notes (``Notes'') payable no later than three years from the date of 
their issuance. The proposed borrowing arrangements will be contained 
in a credit agreement among Entergy and the Banks.
    Each borrowing by Entergy could either be made pro rata among the 
Banks, or be allocated among one or more of the Banks in such 
proportions as the Banks and Entergy shall agree. Each payment by 
Entergy with respect to a borrowing would be made pro rata among the 
Banks according to their respective ratable portions of the such 
borrowings.
    Under the proposed arrangements, each borrowing would bear interest 
from the date thereof on the unpaid principal amount thereof at a rate 
per annum selected by Entergy from a number of rate options. These rate 
options include: (1) The higher of (a) the prime commercial rate of a 
specified bank (or an average of such rates of some or all of the 
Banks) from time to time in effect and (b) a specified margin (not in 
excess of 1%) above rates on overnight Federal funds transactions on a 
given day (or the average of such rates for a specified period) 
(``Prime Rate''); (2) the sum of (c) specified offered rates for 
certificates of deposit of a specified Bank (or an average of such 
rates of some of all of the Banks) for the amounts equivalent to such 
borrowing and for selected interest periods, appropriately adjusted for 
the cost of reserves and F.D.I.C. insurance and (d) a margin not in 
excess of 1.5% per annum (``CD Rate''); (3) the sum of (e) specified 
rates offered for U.S. dollar deposits by or to a specified Bank (or an 
average of such rates of some or all of the Banks) in the interbank 
Eurodollar market for amounts equivalent to such borrowing and for 
selected interest periods, appropriately adjusted for the cost of 
reserves and (f) a margin not in excess of 1.25% per annum (``LIBOR 
Rate''); or (4) a rate negotiated at the time of borrowing with one or 
more Banks, which would not in any event exceed a maximum rate of the 
Prime Rate plus 2% per annum, appropriately adjusted for the cost of 
bidding or negotiation (``Competitive Advance Rate'').
    Entergy states that generally interest on Prime Rate borrowings 
would be payable quarterly, and interest on CD Rate and LIBOR Rate 
borrowings would be payable at the end of selected interest periods for 
such borrowings, or, depending upon the length of such selected 
interest periods, at specified intervals within such periods and at the 
end thereof. Interest on Competitive Advance Rate borrowings would be 
payable on such dates as are agreed to by Entergy and Banks funding 
such borrowings.
    Entergy may agree to pay to each Bank a facility and/or commitment 
fee for the period from the commencement of the borrowing arrangements 
to and including the date of termination of the commitments, computed 
at a rate not in excess of \1/2\ of 1% per annum of the total 
commitments (in the case of a commitment fee) in effect during the 
period for which payment is made. Entergy also may agree to pay to the 
agent Bank (if any) an agent fee for the period from the commencement 
of the borrowing arrangements to and including the date of termination 
of the commitments, not in excess of $200,000 per year. The facility 
and/or commitment fee and agent fee would be payable on a quarterly 
basis and on the date upon which Entergy shall terminate the 
commitments. Entergy also may agree to pay to the Banks an up-front fee 
not in excess of 1% of the total commitments.
    The proceeds of the borrowings under the proposed arrangements will 
be used by Entergy for general corporate purposes, including: (1) The 
acquisition of shares of Entergy's outstanding common stock pursuant to 
outstanding Commission authorization and any future similar 
authorizations; (2) further investments by Entergy in related non-
utility businesses, subject to receipt of any further Commission 
approval, if necessary; and (3) investments in exempt wholesale 
generators and foreign utility companies.

Eastern Utilities Associates, et al. (70-8381)

    Eastern Utilities Associates (``EUA''), a registered holding 
company, and EUA Service Corporation (``EUA Service'' and together with 
EUA, ``Applicants''), a wholly-owned subsidiary, each located at One 
Liberty Square, P.O. Box 2333, Boston, Massachusetts 02107, have filed 
a declaration pursuant to Section 12(c) of the Act and Rule 46(a) 
thereunder.
    By order dated February 18, 1986 (HCAR No. 24020) (``1986 Order''), 
the Commission authorized EUA to make capital contributions to EUA 
Service in order to support interim financing for constructing EUA 
Service's office complex (the ``Service Center''). EUA made a $5 
million equity capital contribution to EUA Service during 1987. The 
1986 Order also authorized EUA Service to charge other companies in the 
system amounts in order to provide a return on EUA Service's equity 
capital, as increased by the capital contribution.
    By order dated December 18, 1987 (HCAR No. 24543) (``1987 Order''), 
the Commission authorized EUA Service to issue and sell up to $20 
million in notes (``Notes'') to pay or reduce outstanding short-term 
borrowings incurred to construct the Service Center. The Notes mature 
in 2008 and are being repaid pursuant to a sinking fund schedule.
    The Applicants state that EUA Service desires to reduce the $5 
million in equity capital in order to reduce its fees to companies in 
the EUA holding company system. The Applicants further state that 
reducing this amount over the next fifteen years will permit payments 
out of internally generated cash and avoid the incurrence of additional 
debt to finance the payments. EUA Service proposes to declare and pay 
dividends to EUA out of EUA Service's paid-in capital account, from 
time to time through December 31, 2008, in amounts aggregating $5 
million. Specifically, EUA Service proposes to pay $500,000 in 1994, 
$1,000,000 in each of 1995 and 1996, and $200,000 annually through 
2008.

Gulf Power Company (70-8397)

    Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola, 
Florida 32501, a subsidiary of The Southern Company, a registered 
holding company, has filed an application-declaration under sections 
6(a), 6(b), 7 and 12(d) of the Act and rules 44 and 50(a)(5) 
thereunder.
    Gulf proposes to issue and sell from time to time, prior to January 
1, 1997, short-term and/or term-loan notes to lenders, commercial paper 
to dealers and/or non-negotiable promissory notes to public entities in 
exchange for the proceeds of their revenue anticipation notes in an 
aggregate principal amount at any one time outstanding of up to 
$150,000,000.
    Gulf states that any borrowings proposed herein may be, and any 
such borrowings in excess of its charter limits on short-term unsecured 
debt would be, secured by a subordinated lien on certain assets of 
Gulf. In no circumstances will Gulf have unsecured borrowings 
outstanding at any one time that exceed applicable charter limitations.
    Gulf proposes to borrow from certain banks or other lending 
institutions. Such institutional borrowings will be evidenced by notes 
to be dated as of the date of such borrowings and to mature in not more 
than four years after the date of issue, or by ``grid'' notes 
evidencing all outstanding borrowings from each lender to be dated as 
of the date of the initial borrowing and to mature not more than four 
years after the date of issue. Gulf proposes that any note evidencing 
such borrowings may not be prepayable, or that it may be prepaid with 
payment of a premium that is not in excess of the stated interest rate 
on the borrowing to be prepaid, which premium in the case of a note 
having a maturity of more than one year, may thereafter decline to the 
date of the note's final maturity.
    Borrowings will be at the lender's prevailing rate offered to 
corporate borrowers of similar quality. Such rates will not exceed the 
prime rate or (i) LIBOR plus up to \3/4\ of 1%, (ii) the lender's 
certificate of deposit rate plus up to 1%, or (iii) a rate not to 
exceed the prime rate to be established by bids obtained from the 
lenders prior to a proposed borrowing; provided, however, that with 
respect to borrowings with a maturity in excess of one year, the rate 
will not exceed the yield for a comparable maturity Treasury note plus 
one percent. Compensation for the credit facilities may be provided by 
balances of up to 10% of the available facility or by fees of up to \1/
2\ of 1% per annum of the amount of the facility.
    Gulf also proposes to issue and sell commercial paper to dealers 
from time to time prior to January 1, 1997. Such commercial paper to 
dealers will be in the form of promissory notes with varying maturities 
not to exceed nine months. The commercial paper notes will be issued in 
denominations of not less than $50,000 and will not by their terms be 
prepayable prior to maturity.
    Gulf also may effect short-term borrowings in connection with the 
financing of certain pollution control facilities through the issuance 
by public entities of their revenue bond anticipation notes. Under an 
agreement with each such public entity, the entity would effectively 
loan to Gulf the proceeds of the sale of such revenue bond anticipation 
notes, having a maturity of not more than one year after date of issue, 
and Gulf may issue its non-negotiable promissory note therefore. Such 
note would provide for payments thereon to be made at times and in 
amounts which shall correspond to the payments with respect to the 
principal of, premium, if any, and interest, which shall not exceed the 
prime rate, on such revenue bond anticipation notes, whenever and in 
whatever manner the same shall become due, whether it stated maturity, 
upon redemption or declaration or otherwise.
    By prior Commission orders in File No. 70-7937 dated March 31, 
1992, November 30, 1993 and February 16, 1994 (HCAR Nos. 25507, 25932 
and 25989, respectively), Gulf may effect short-term borrowings prior 
to April 1, 1996. Gulf proposes that the authorization sought herein 
will supersede and replace, with respect to Gulf, authorizations in 
File No. 70-7937 effective immediately upon the date of the 
Commission's order herein.
    The proceeds from the proposed borrowings will be used by Gulf for 
working capital purposes, including the financing in part of its 
construction program. None of the proceeds from any borrowing or from 
the sale of the notes proposed herein will be used by Gulf, directly or 
indirectly, for the acquisition of any interest in an ``exempt 
wholesale generator'' or a ``foreign utility company.''

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-9017 Filed 4-13-94; 8:45 am]
BILLING CODE 8010-01-M