[Federal Register Volume 59, Number 87 (Friday, May 6, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-10890]


[[Page Unknown]]

[Federal Register: May 6, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26043]

 

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

April 29, 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 completed 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 23, 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.

Central and South West Corporation, et al. (70-7918)

    Central and South West Corporation (``CSW''), a registered holding 
company, and two of its nonutility subsidiaries, CSW Energy, Inc. 
(``Energy''), CSW Development-I, Inc. (``Energy Sub''), a nonutility 
subsidiary of Energy Sub, CSW Mulberry, Inc. (``CSW Mulberry''), and a 
proposed nonultility subsidiary of Energy Sub, CSW Mulberry II, Inc. 
(``Mulberry LP Sub''), each located at 1616 Woodall Rodgers Freeway, 
P.O. Box 660164, Dallas, Texas 75202; and three other nonutility 
subsidiaries, ARK/CSW Development Partnership (``Joint Venture''), Polk 
Power Partners, L.P. (``Partnership'') and Polk Power GP (``JV Sub''), 
Inc., and a proposed nonutility subsidiary of Joint Venture, Polk Power 
GP II, Inc. (``Mulberry GP sub''), each located at 23046 Avenida de la 
Carlota, Suite 400, Laguna Hills, California 92653 (collectively, 
``Applicants''), have filed a post-effective amendment under sections 
6(a), 7, 9(a), 10, 12(b), and 12(c) of the Act and Rules 42, 43, 45 and 
50(a)(5) thereunder to their application-declaration previously filed 
under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43, 45, 
50(a)(5) and 51 thereunder.
    By order dated February 18, 1992 (HCAR No. 25477) (``February 
Order''), CSW, Energy, Energy Sub and the Joint Venture were 
authorized, among other things, to contribute up to $9 million to the 
capital of the Partnership, to borrow up to $120 million 
(``Construction Financing'') to construct and develop a 122.2 megawatt, 
gas-fired cogeneration facility and integrated carbon dioxide plant 
steam host (``Project'') located near Bartow in Polk County, Florida, 
and to convert such borrowings to a term loan facility (``Term Loan 
Financing'') with a lender or group of lenders (``Lenders'') upon 
completion of the project. Under the February Order, CSW, Energy, 
Energy Sub and the Joint Venture were also authorized to organize the 
Partnership to own and operate the Project and organize JV Sub to be 
the sole general partner of the Partnership.
    Once operational, the Project would be a qualifying cogeneration 
facility under the Public Utility Regulatory Policies Act of 1978 
(``PURPA''). JV Sub is a wholly owned subsidiary of the Joint Venture, 
a general partnership owned equally by Energy Sub and ARK Energy, Inc. 
(``ARK''), a nonassociate corporation. JV Sub, a corporation, has a 1% 
interest in the Partnership. The two limited partners are Energy Sub 
and ARK. They each hold a 49.5% interest in the Partnership.
    By subsequent order dated August 6, 1992 (HCAR No. 25599) (``August 
Order''), the Commission authorized, among other things, certain 
technical changes to the Project description and the Partnership to 
enter into a construction agreement with Energy or Energy Sub for the 
purpose of developing and constructing the Project. The August Order 
also authorized the Applicants to increase the amount of Construction 
Financing to $135 million and to increase the amount of capital 
contributions that Energy Sub and ARK would each contribute to the 
Partnership to $13.5 million.
    By order dated March 19, 1993 (HCAR No. 25762) (``March Order''), 
the Applicants were authorized to: (1) increase the amount of 
Construction Financing to $160 million (2) increase the maximum amount, 
excluding advances, as defined below, of the aggregate equity 
contributions to the Partnership by JV Sub and Energy Sub to $32 
million, constituting a maximum equity contribution equal to 20% of the 
amount to be financed; and (3) make, directly or indirectly through 
Energy, loans, open account advances, or additional equity 
contributions to the Partnership in an aggregate amount not to exceed 
$85 million (``Advances'').
    By order dated January 31, 1994 (HCAR No. 25983), the Commission 
authorized a change in the description of the Project and the formation 
of CSW Mulberry. In addition, the Commission authorized the investment 
of a new limited partner (``New Limited Partner'') in the Partnership 
in lieu of the term loan financing for the Project and the issuance of 
corporate guaranties by the Applicants or stand-by letters of credit 
with the Applicants as account party in an amount not to exceed $50 
million, such guaranties or letters of credit to support payment 
obligations of the Partnership required by the provider of third party 
financing for the Project or fuel suppliers, fuel transportation or 
other third parties under various project agreements.
    The Applicants now propose that Energy Sub form a special purpose 
wholly owned subsidiary to be known as CSW Mulberry II, Inc. 
(``Mulberry LP Sub''). Mulberry LP Sub would be incorporated under the 
laws of the State of Delaware with an authorized capital of up to 1,000 
shares of common stock without par value. In exchange for an assignment 
from Energy Sub to Mulberry LP Sub of all of Energy Sub's right, title 
and interest in and to CSW Mulberry, Energy Sub would subscribe to all 
of Mulberry LP Sub's common stock. It is further proposed that the 
Joint Venture form a special purpose wholly owned subsidiary to be 
known as Polk Power GP II, Inc. (``Mulberry GP Sub''). Mulberry GP Sub 
would be incorporated under the laws of the State of Delaware with an 
authorized capital of up to 1,000 shares of common stock without par 
value. In exchange for an assignment from the Joint Venture to Mulberry 
GP Sub of all of the Joint Venture's right, title and interest in and 
to JV Sub, the Joint Venture would subscribe to all of Mulberry GP 
Sub's common stock.
    In the event that Mulberry LP Sub and Mulberry GP Sub are formed 
pursuant to the authority sought, the Applicants request authority to 
include Mulberry LP Sub and Mulberry GP Sub in the flow of funds for 
equity contributions, open account advances and intercompany loans on 
the terms and in the manner authorized by the prior orders of the 
Commission in this matter, above.
    The Applicants request the authority to form Mulberry LP Sub and 
Mulberry GP Sub in order to limit the liability of Energy Sub and the 
Joint Venture and aid in the procurement of the Term Financing. It is 
anticipated that a pledge of the stock of CSW Mulberry and JV Sub by 
their holders, Energy Sub and the Joint Venture, respectively, which 
was required in connection with the Construction Financing, will be 
required in connection with the Term Financing. The requested authority 
is desirable to limit the liability of Energy Sub and the Joint 
Venture, which have acquired interests in several other partnerships 
and corporations that are unaffiliated with the Project. If Energy Sub 
and the Joint Venture make such pledges and the Partnership defaults in 
its repayment obligations under the terms of such Construction 
Financing or Term Financing, interests of Energy Sub and the Joint 
Venture that are not associated with the Project could be adversely 
affected by the actions taken by the provider(s) of such Construction 
Financing or Term Financing.

GPU Nuclear Corporation (70-8393)

    GPU Nuclear Corporation (``GPUN''), One Upper Pond Road, 
Parsippany, NJ 07054, a wholly owned utility subsidiary company of 
General Public Utilities Corporation (``GPU''), a registered holding 
company, has filed an application under Sections 9(a) and 10 of the 
Act.
    GPUN proposes to offer to non-affiliates, with nuclear or non-
nuclear plants in the U.S. and abroad, a range of services that are 
based on the skills, expertise, experience, resources and facilities 
that it has developed relative to its normal core business operations 
(``Services''). The application outlines three general categories of 
Services that GPUN now contemplates--(i) Engineering and Technical 
Services, which would include power plant inspections and risk 
analysis, power plant accident analysis, power plant stress analysis, 
power plant operations analysis, power plant life extension analysis, 
nuclear fuels cycle analysis, power plant modification, design, 
installation, evaluation, testing and project management, power plant 
equipment corrosion control and failure analysis, chemical and 
metallurgical laboratory services, human factors engineering services, 
commercial grade dedication of equipment, radioactive waste services, 
plant decommissioning services, mechanical, electrical and structural 
engineering services, nondestructive testing and examination services, 
and instrument calibration services; (ii) Management and Consulting 
Services, which would include nuclear plant decommissioning and 
decontamination management and consulting services, nuclear plant 
outage management and consulting services, quality assurance audits, 
medical services management and consulting services, and Final Safety 
Analysis Report licensing consultation and operations analysis; and 
(iii) Training and Education Services, which would include computer-
based training, instructor training, nuclear plant operating room 
simulator certification and training, simulator maintenance and 
modification training, fire safety and plant and facility security 
training, and diesel equipment training.
    The application also proposes to license or lease to non-affiliates 
the use of intellectual and proprietary property as well as the reserve 
capacity of laboratory or other support facilities. It is stated that 
the reserve capacity licensed or leased would not exceed 50% of the 
capacity of the laboratory and other support facilities available to 
GPUN.
    The application proposes that GPUN be authorized through December 
31, 1999 to enter into agreements, with terms of up to ten years and 
negotiated on an arm's-length basis, for the Services. It is stated 
that revenues received and expenses incurred in connection with the 
Services will be accounted for under appropriate accounts in accordance 
with the Uniform System of Accounts. The application also states that 
the net revenues from the Services will be used to reduce the cost of 
GPUN service charges to GPU electric public utilities.
    The application states that GPUN expects not to materially increase 
its staff or capital investments to provide the Services. In addition, 
it is stated that for the five-year period for which an authorization 
is sought, the aggregate annual revenues from and expenses associated 
with the Services are not anticipated to exceed 5% of the total annual 
operating expenses of GPUN, which in 1993 were $421 million.
    The application states that it could be advantageous to provide the 
Services through one or more new wholly-owned subsidiaries, each of 
which the application proposes that GPU form and acquire through the 
purchase of $1,000 in capital stock. Finally, the application states 
that GPUN will, on or before May 1, of each year, report to the 
Commission the Services provided for the preceding year as well as the 
revenues derived therefrom and the expenses associated therewith.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-10890 Filed 5-5-94; 8:45 am]
BILLING CODE 8010-01-M