[Federal Register Volume 59, Number 83 (Monday, May 2, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-10396]
[[Page Unknown]]
[Federal Register: May 2, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26034]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
April 22, 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 16, 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.
Metropolitan Edison Company (70-8401)
Metropolitan Edison Company (``Met-Ed''), 2800 Pottsville Pike,
Muhlenberg Township, Berks County, Pennsylvania 19640, a public-utility
subsidiary company of General Public Utilities Corporation (``GPU''), a
registered holding company, has filed an application-declaration under
sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 45, 50(a)(5)
and 54 thereunder.
Met-Ed proposes to organize a special purpose subsidiary (``Med-Ed
Capital'') as either a limited liability company under the Delaware
Limited Liability Company Act (``LLC Act'') or a limited partnership
under the Pennsylvania or Delaware Revised Uniform Limited Partnership
Act. Met-Ed may also organize a second special purpose wholly-owned
subsidiary under the Delaware General Corporation Law (``Investment
Sub'') for the sole purpose of either (i) acquiring and holding a
second class of Met-Ed Capital common interests so as to comply with
the requirement under the LLC Act that a limited liability company have
at least two members or (ii) acting as the general partner of Met-Ed
Capital, assuming a limited partnership structure. Met-Ed Capital will
then issue and sell from time to time in one or more series through
June 30, 1996 up to $125 million aggregate stated value of preferred
limited liability company interests or limited partnership interests,
in the form of Monthly Income Preferred Stock, $25 per share stated
value (``MIPS'').
Met-Ed and Investment Sub will acquire all of the common interests
or, alternatively, Met-Ed or Investment Sub will acquire all of the
general partnership interests, as the case may be, of Met-Ed Capital
for up to $35 million (``Equity Contribution''). Met-Ed will enter into
a loan agreement with Met-Ed Capital under which Met-Ed Capital will
loan to Met-Ed both the Equity Contribution and proceeds from the sale
of the MIPS from time to time, and Met-Ed will issue to Met-Ed Capital
its unsecured promissory notes (``Notes'') or subordinated debentures
(``Subordinated Debentures'') evidencing such borrowing.
Met-Ed will also unconditionally guarantee (``Guaranty'') (i)
payment of dividends or distributions on the MIPS, if and to the extent
Met-Ed Capital has declared dividends or distributions out of funds
legally available therefor, (ii) payments to the MIPS holders of
amounts due upon liquidation of Met-Ed Capital or redemption of the
MIPS, and (iii) certain additional amounts that may be payable in
respect of the MIPS.
Each Note or Subordinated Debenture will have an initial term of up
to 30 years, and may be extended by Met-Ed for up to an additional 20
years, and may be extended by Met-Ed for up to an additional 20 years,
subject to certain specified conditions. Prior to maturity, Met-Ed will
pay only interest on the Notes or Subordinated Debentures at a rate
equal to the dividend rate on the related series of MIPS. Such interest
payments will constitute Met-Ed Capital's only income and will be used
by it to pay monthly dividends or distributions on the MIPS and
dividends or distributions on the common interests or the general
partnership interests of Met-Ed Capital. The dividend or distribution
rates, payment dates, redemption and other similar provisions of each
MIPS series will be identical to the interest rates, payment dates,
redemption and other similar provisions of the Note or Subordinated
Debenture issued by Met-Ed with respect thereto.
Each Note or Subordinated Debenture and related Guaranty will be
subordinate to all other existing and future indebtedness for borrowed
money of Met-Ed and will have no cross-default provisions with respect
to other Met-Ed indebtedness. However, Met-Ed may not declare and pay
dividends on its outstanding Cumulative Preferred Stock or Common Stock
unless all payments then due (whether or not previously deferred) under
the Notes or Subordinated Debentures and the Guaranties have been made.
It is expected that Met-Ed's interest payments on the Notes or
Subordinated Debentures will be deductible for income tax purposes and
that Met-Ed Capital will be treated as a partnership for federal income
tax purposes. Consequently, it is represented that MIPS holders and
Met-Ed (and Investment Sub) will be deemed to have received partnership
distributions in respect of their dividends or distributions from Met-
Ed Capital and will not be entitled to any ``dividend received
distribution'' under the Internal Revenue Code.
The MIPS may be redeemable at the option of Met-Ed Capital (with
the consent of Met-Ed) at a price equal to their stated value plus any
accrued and unpaid dividends, (i) at any time after five years from
their date of issuance, or (ii) in the event that (w) Met-Ed Capital is
required by applicable tax laws to withhold or deduct certain amounts
in connection with dividends, distributions or other payments, or (x)
Met-Ed Capital is subject to federal income tax with respect to
interest received on the Notes or Subordinated Debentures or is
otherwise not treated as a partnership for federal income tax purposes,
or (y) it is determined that the interest payments by Met-Ed on the
Notes or Subordinated Debentures are not deductible for federal income
tax purposes, or (z) Met-Ed Capital becomes subject to regulation as an
``investment company'' under the Investment Company Act of 1940. Upon
the occurrence of any of the events in clause (ii) above, Met-Ed may
also have the right to dissolve Met-Ed Capital and exchange the MIPS
for Subordinated Debentures or, if Met-Ed's borrowings are evidenced by
Subordinated Debentures, to distribute the Subordinated Debentures to
the MIPS holders.
In the event that Met-Ed Capital is required by applicable tax laws
to withhold or deduct certain amounts in connection with dividends,
distributions or other payments, Met-Ed Capital may also have the
obligation, if the MIPS are not redeemed or exchanged, to ``gross up''
such payments so that the MIPS holders will receive the same payment
after such withholding or deduction as they would have received if no
such withholding or deduction were required. In such latter event, the
Guaranties would also cover any such ``gross up'' obligations.
Met-Ed represents that it will not use any of the net proceeds of
the borrowings to acquire, either directly or indirectly, any interest
in any EWG or FUCO.
Finally, Met-Ed seeks an exception from the competitive bidding
requirements of rule 50 under subsection (a)(5) thereof in order to
begin negotiations with prospective underwriters and/or selling agents
with respect to the sale of the MIPS. It may do so.
Pennsylvania Electric Company (70-8403)
Pennsylvania Electric Company (``Penelec''), 1001 Broad Street,
Johnstown, Pennsylvania 15907, a public-utility subsidiary company of
General Public Utilities Corporation (``GPU''), a registered holding
Company, has filed an application-declaration under sections 6(a), 7,
9(a), 10 and 12(b) of the Act and rules 45, 50(a)(5) and 54 thereunder.
Penelec proposes to organize a special purpose subsidiary
(``Penelec Capital'') as either a limited liability company under the
Delaware Limited Liability Company Act (``LLC Act'') or a limited
partnership under the Pennsylvania or Delaware Revised Uniform Limited
Partnership Act. Penelec may also organize a second special purpose
wholly-owned subsidiary under the Delaware General Corporation Law
(``Investment Sub'') for the sole purpose of either (i) acquiring and
holding a second class of Penelec Capital common interests so as to
comply with the requirement under the LLC Act that a limited liability
company have at least two members or (ii) acting as the general partner
of Penelec Capital, assuming a limited partnership structure. Penelec
Capital will then issue and sell from time to time in one or more
series through June 30, 1996 up to $125 million aggregate stated value
of preferred limited liability company interests or limited partnership
interests, in the form of Monthly Income Preferred Stock, $25 per share
stated value (``MIPS'').
Penelec and Investment sub will acquire all of the common interests
or, alternatively, Penelec or Investment Sub will acquire all of the
general partnership interests, as the case may be, of Penelec Capital
for up to $35 million (``Equity Contribution''). Penelec will enter
into a loan agreement with Penelec Capital under which Penelec Capital
will loan to Penelec both the Equity Contribution and the proceeds from
the sale of the MIPS from time to time, and Penelec will issue to
Penelec Capital its unsecured promissory notes (``Notes'') or
subordinated debentures (``Subordinated Debentures'') evidencing such
borrowings.
Penelec will also unconditionally guarantee (``Guaranty'') (i)
payment of dividends or distributions on the MIPS, if and to the extent
Penelec Capital has declared dividends or distributions out of funds
legally available therefor, (ii) payments to the MIPS holders of
amounts due upon liquidation of Penelec Capital or redemption of the
MIPS, and (iii) certain additional amounts that may be payable in
respect of the MIPS.
Each Note or Subordinated Debenture will have an initial term of up
to 30 years, and may be extended by Penelec for up to an additional 20
years, subject to certain specified conditions. Prior to maturity,
Penelec will pay only interest on the Notes or Subordinated Debentures
at a rate equal to the dividend rate on the related series of MIPS.
Such interest payments will constitute Penelec Capital's only income
and will be used by it to pay monthly dividends or distributions on the
MIPS and dividends or distributions on the common interests or the
general partnership interests of Penelec Capital. The dividend or
distribution rates, payment dates, redemption and other similar
provisions of each MIPS series will be identical to the interest rates,
payment dates, redemption and other similar provisions of the Note or
Subordinated Debenture issued by Penelec with respect thereto.
Each Note or Subordinated Debenture and related Guaranty will be
subordinate to all other existing and future indebtedness for borrowed
money of Penelec and will have no cross-default provisions with respect
to other Penelec indebtedness. However, Penelec may not declare any pay
dividends on its outstanding Cumulative Preferred Stock or Common Stock
unless all payments then due (whether or not previously deferred) under
the Notes or Subordinated Debentures and the Guaranties have been made.
It is expected that Penelec's interest payments on the Notes or
Subordinated Debentures will be deductible for income tax purposes and
that Penelec Capital will be treated as a partnership for federal
income tax purposes. Consequently, it is represented that MIPS holders
and Penelec (and Investment Sub) will be deemed to have received
partnership distributions in respect of their dividends or
distributions from Penelec Capital and will not be entitled to any
``dividend received distribution'' under the Internal Revenue Code.
The MIPS may be redeemable at the option of Penelec Capital (with
the consent of Penelec) at a price equal to their stated value plus any
accrued and unpaid dividends, (i) at any time after five years from
their date of issuance, or (ii) in the event that (w) Penelec Capital
is required by applicable tax laws to withhold or deduct certain
amounts in connection with dividends, distributions or other payments,
or (x) Penelec Capital is subject to federal income tax with respect to
interest received on the Notes or Subordinated Debentures or is
otherwise not treated as a partnership for federal income tax purposes,
or (y) it is determined that the interest payments by Penelec on the
Notes or Subordinated Debentures are not deductible for federal income
tax purposes, or (z) Penelec Capital become subject to regulation as an
``investment company'' under the Investment Company Act of 1940. Upon
the occurrence of any of the events in clause (ii) above, Penelec may
also have the right to dissolve Penelec Capital and exchange the MIPS
for Subordinated Debentures or, if Penelec's borrowings are evidenced
by Subordinated Debentures, to distribute the Subordinated Debentures
to the MIPS holders.
In the event that Penelec Capital is required by applicable tax
laws to withhold or deduct certain amounts in connection with
dividends, distributions or other payments, Penelec Capital may also
have the obligation, if the MIPS are not redeemed or exchanged, to
``gross up'' such payments so that the MIPS holders will receive the
same payment after such withholding or deduction as they would have
received if no such withholding or deduction were required. In such
latter event, the Guaranties would also cover any such ``gross up''
obligations.
Penelec represents that it will not use any of the net proceeds of
the borrowings to acquire, either directly or indirectly, any interest
if any EWG or FUCO.
Finally, Penelec seeks an exception from the competitive bidding
requirements of rule 50 under subsection (a)(5) thereof in order to
begin negotiations with prospective underwriters and/or selling agents
with respect to the sale of the MIPS. It may do so.
Arkansas Power & Light Company (70-8405)
Arkansas Power & Light Company (``AP&L''), 425 West Capitol, 40th
Floor, Little Rock, Arkansas 72201, an electric utility subsidiary
company of Entergy Corporation, a registered holding company, has filed
an application-declaration under Sections 6(a), 7, 9(a), 10 and 12(d)
of the Act and Rules 44 and 50(a)(5) thereunder.
AP&L proposes to enter into arrangements for the issuance and sale,
by one or more governmental authorities (each an ``Issuer''), of one or
more series of tax-exempt bonds (``Tax-Exempt Bonds'') in an aggregate
principal amount not to exceed $200 million at one time or from time to
time through December 31, 1996.
The AP&L would enter into one or more installment sale agreements
or loan agreements and/or one or more supplements or amendments thereto
(``Agreement'') contemplating the issuance and sale by the Issuer(s) of
one or more series of Tax-Exempt Bonds pursuant to one or more trust
indentures and/or one or more supplements thereto (``Indenture'')
between the Issuer and one or more trustees (``Trustee''). The proceeds
of the sale of Tax-Exempt Bonds, net of any underwriters' discounts or
other expenses payable from proceeds, will be applied to acquire and
construct certain pollution control or sewage and solid waste disposal
facilities (``Facilities'') at the AP&L's generating plants or to
refinance outstanding tax-exempt bonds issued for that purpose.
If the Agreement is an installment sale agreement, AP&L would sell
Facilities to the Issuer for cash and simultaneously repurchase such
Facilities from the Issuer for a purchase price payable on an
installment basis over a period of years. If the Agreement is a loan
agreement, the Issuer will loan the proceeds of the sale of Tax-Exempt
Bonds to AP&L, and AP&L will agree to repay the loan on an installment
payment basis over a period of years. Such installment payments or loan
repayments will be in amounts sufficient (together with any other
moneys held by the Trustee under the Indenture and available for the
purpose) to pay the principal or purchase price of, the premium, if
any, and the interest on the related series of Tax-Exempt Bonds as the
same become due and payable, and will be made directly to the Trustee
pursuant to an assignment and pledge thereof by the Issuer to the
Trustee as set forth in the Indenture. Under the Agreement, AP&L will
also be obligated to pay (i) the fees and charges of the Trustee and
any registrar or paying agent under the Indenture and, if any, the
remarketing agent (``Remarketing Agent'') and the tender agent
(``Tender Agent''), (ii) all expenses incurred by the Issuer in
connection with its rights and obligations under the Agreement, (iii)
all expenses necessarily incurred by the Issuer or the Trustee under
the Indenture in connection with the transfer or exchange of Tax-Exempt
Bonds, and (iv) all other payments which AP&L agrees to pay under the
Agreement.
The Indenture may provide that, upon the occurrence of certain
events relating to the operation of the Facilities financed, the Tax-
Exempt Bonds will be redeemable by the Issuer, at the direction of
AP&L. Any series of Tax-Exempt Bonds may be made subject to a mandatory
cash sinking fund under which stated portions of Tax-Exempt Bonds of
such series are to be retired at stated times. Tax-Exempt Bonds may be
subject to mandatory redemption in certain other cases. The payments by
the AP&L under the Agreement in such circumstances shall be sufficient
(together with any other moneys held by the Trustee under the Indenture
and available therefor) to pay the principal of all Tax-Exempt Bonds to
be redeemed or retired, and the premium, if any, thereon together with
interest accrued or to accrue to the redemption date of such bonds.
It is proposed that the Tax-Exempt Bonds mature not less than five
years from the first day of the month of issuance nor later than 40
years from the date of issuance. Tax-Exempt Bonds will be subject to
optional redemption, at the direction of AP&L, in whole or in part at
the redemption prices (expressed as percentages of principal amount)
plus accrued interest to the redemption date, and at the times, set
forth in the Indenture.
The Agreement and the Indenture may provide for a fixed interest
rate or for an adjustable interest rate for each series of the Tax-
Exempt Bonds as hereinafter described. If the series of Tax-Exempt
Bonds has an adjustable interest rate, the interest rate during the
first rate period (``Rate Period'') would be determined in discussions
between AP&L and the purchasers thereof from the Issuer and be based on
the current tax-exempt market rate for comparable bonds having a
maturity comparable to the length of the initial Rate Period.
Thereafter, for each Rate Period, the interest rate on such Tax-Exempt
Bonds would be that rate which will be sufficient to remarket such Tax-
Exempt Bonds at their principal amount. No series of Tax-Exempt Bonds
will be issued at rates in excess of those generally obtained at the
time of pricing for sales of substantially similar tax-exempt bonds
(having the same maturity, issued for the benefit of companies of
comparable credit quality and having similar terms, conditions and
features). It is stated that, at April 18, 1994, such rate is estimated
to be approximately 7% per annum for tax-exempt bonds having a maturity
of 30 years, no optional redemption for the first ten years after
initial issuance, and issuance and pledge of collateral first mortgage
bonds as security.
Rate Period means a period during which the interest rate on such
Tax-Exempt bonds of a particular series bearing an adjustable rate (or
method of determination of such interest rate) is fixed. The initial
Rate Period would commence on the date as of which interest begins to
accrue on such Tax-Exempt Bonds. The length of each Rate Period would
be not less than one day nor more than five years.
The Agreement and the Indenture would provide that holders of Tax-
Exempt Bonds would have the right to tender or be required to tender
their Tax-Exempt Bonds and have them purchased at a price equal to the
principal amount thereof, plus any accrued and unpaid interest thereon,
on dates specified in, or established in accordance with, the
Indenture. A Tender Agent may be appointed to facilitate the tender of
any Tax-Exempt Bonds by holders. Any holders of Tax-Exempt Bonds
wishing to have such Tax-Exempt Bonds purchased may be required to
deliver such Tax-Exempt Bonds during a specified period of time
preceding such purchase date to the Tender Agent, if one shall be
appointed, or to the Remarketing Agent appointed to offer such tendered
Tax-Exempt Bonds for sale.
Under the Agreement AP&L would be obligated to pay amounts equal to
the amounts to be paid by the Remarketing Agent or the Tender Agent
pursuant to the Indenture for the purchase of Tax-Exempt Bonds so
tendered, such amounts to be paid by AP&L on the dates such payments by
the Remarketing Agent or the Tender Agent are to be made; provided,
however, that the obligation of AP&L to make any such payment under the
Agreement would be reduced by the amount of any other moneys available
therefor, including the proceeds of the sale of such tendered Tax-
Exempt Bonds by the Remarketing Agent.
Upon the delivery of such Tax-Exempt Bonds by holders to the
Remarketing Agent or the Tender Agent for purchase, the Remarketing
Agent would use its best efforts to sell such Tax-Exempt Bonds at a
price equal to the stated principal amount of such Tax-Exempt Bonds.
In order to obtain a more favorable rating on one or more series of
the Tax-Exempt Bonds and, thereby, improve the marketability thereof,
AP&L may arrange for one of more irrevocable letter(s) of credit for an
aggregate amount up to $226 million from a bank (``Bank'') in favor of
the Trustee. In such event, payments with respect to principal,
premium, if any, interest and purchase obligations in connection with
such Tax-Exempt Bonds coming due during the term of such letter of
credit would be secured by, and payable from funds drawn under, the
letter of credit. In order to induce the Bank to issue such letter of
credit, the AP&L would enter into a Letter of Credit and Reimbursement
Agreement (``Reimbursement Agreement'') with the Bank pursuant to which
AP&L would agree to reimburse the Bank for all amounts drawn under such
letter of credit within a specified period (not to exceed 84 months)
after the date of the draw and with interest thereon at a rate that
would not exceed rates generally obtained at the time of entering into
the Reimbursement Agreement companies of comparable credit quality on
letters of credit having comparable terms, and, in any event, not in
excess of the Bank's prime commercial loan rate plus 2%. The terms of
the Reimbursement Agreements would correspond to the terms of the
letter of credit.
It is anticipated that the Reimbursement Agreement would require
the payment by AP&L to the Bank of annual letter of credit fees not to
exceed 1.25% of the face amount of the letter of credit per annum and
perhaps an up-front fee not to exceed 0.25% of the face amount of the
letter of credit. Any such letter of credit may expire or be terminated
prior to the maturity date of related Tax-Exempt Bonds and, in
connection with such expiration or termination, such Tax-Exempt Bonds
may be made subject to mandatory redemption or purchase on or prior to
the date of expiration or termination of such letter of credit,
possibly subject to the right of owners of Tax-Exempt Bonds not to have
their Tax-Exempt Bonds redeemed or purchased. Provision may be made for
extension of the term of any such letter of credit for the replacement
thereof, upon its expiration or termination, by another letter of
credit from the Bank or a different bank.
In addition or as an alternative to the security provided by a
letter of credit, in order to obtain a more favorable rating on Tax-
Exempt Bonds and consequently improve the marketability thereof, AP&L
may (a) determine to provide an insurance policy for the payment of the
principle of and/or interest and/or premium on the Tax-Exempt Bonds,
and/or (b) provide security for holders of Tax-Exempt Bonds, and/or the
Bank equivalent to the security afforded to holders of first mortgage
bonds outstanding under AP&L's mortgage by obtaining the authentication
of and pledging one or more new series of first mortgage bonds
(``Collateral Bonds'') under the mortgage as it may be supplemented.
Collateral Bonds would be issued on the basis of unfunded net property
additions and/or previously-retired first mortgage bonds and delivered
to the Trustee under the Indenture and/or the Bank to evidence and
secure AP&L's obligation to pay the purchase price of the related
Facilities or repay the loan made by the Issuer under the Agreement and
AP&L's obligation to reimburse the Bank under the Reimbursement
Agreement.
These Collateral Bonds could be issued in several ways. First, if
the Tax-Exempt Bonds bear a fixed interest rate, Collateral Bonds could
be issued in a principal amount equal to the principal amount of such
Tax-Exempt Bonds and bear interest at a rate equal to the rate of
interest on such Tax-Exempt Bonds. Secondly, they could be issued in a
principal amount equivalent to the principal amount of such Tax-Exempt
Bonds plus an amount equal to interest on those bonds for a specified
period. In such a case, Collateral Bonds would bear no interest.
Thirdly, Collateral Bonds could be issued in a principal amount
equivalent to the principal amount of such Tax-Exempt Bonds or in such
amount plus an amount equal to interest on those bonds for a specified
period, but carry a fixed interest rate that would be lower than the
fixed interest rate of the Tax-Exempt Bonds. Fourthly, they could be
issued in a principal amount equivalent to the principal amount of Tax-
Exempt Bonds at an adjustable rate of interest, varying with such Tax-
Exempt Bonds.
No series of Collateral Bonds will be issued at interest rates in
excess of those of the related series of Tax-Exempt Bonds (the rate of
which is described above). The maximum aggregate principal amount of
the Collateral Bonds would be $226 million. The terms of the Collateral
Bonds relating to maturity, interest payment dates, if any, redemption
provisions and acceleration will correspond to the terms of the related
Tax-Exempt Bonds. Upon issuance, the terms of the Collateral Bonds will
not vary during the life of such series except for the interest rate in
the event the Collateral Bonds bear interest at an adjustable rate.
It is contemplated that the Tax-Exempt Bonds may be sold by the
Issuer pursuant to arrangements with an underwriter or a group of
underwriters or by private placement in a negotiated sale or sales. The
AP&L will not be party to the underwriting or placement arrangements;
however, the Agreement will provide that the terms of the Tax-Exempt
Bonds, and their sale by the Issuer, shall be satisfactory to AP&L.
The AP&L has been advised that the interest rates on tax-exempt
bonds have been and are expected at the time(s) of issuance of Tax-
Exempt Bonds to be lower than the interest rates on bonds of similar
tenor and maturities and comparable quality, interest on which is fully
subject to Federal income tax.
The AP&L shall not use the proceeds from the Agreement to enter
into refinancing transactions unless: (1) The estimated present value
savings derived from the net difference between interest or dividend
payments on a new issue of comparable securities and those securities
refunded is, on an after tax basis, greater than the present value of
all repurchasing, redemption, tendering an issuing costs, assuming an
appropriate discount rate, determined on the basis of the then
estimated after-tax cost of capital of Energy Corporation and its
subsidiaries, consolidated; or (2) AP&L shall have notified the
Commission of the proposed refinancing transaction (including the terms
thereof) by post-effective amendment hereto and obtained appropriate
supplemental authorization.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary
[FR Doc. 94-10396 Filed 4-29-94; 8:45 am]
BILLING CODE 8010-01-M