[Federal Register Volume 59, Number 97 (Friday, May 20, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-12303]


[[Page Unknown]]

[Federal Register: May 20, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26052]

 

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

May 13, 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 June 6, 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.

Northeast Utilities (70-7701)

    Northeast Utilities (``Northeast''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01089, a registered holding company, has 
filed a post-effective amendment to its declaration under sections 6(a) 
and 7 of the Act.
    By order dated May 23, 1990 (HCAR No. 25093) (``Order''), Northeast 
was authorized to create a new dividend reinvestment plan (``DRP'') 
which may purchase Northeast's common shares, $5.00 par value per share 
(``Common Shares''), on behalf of Northeast's common shareholders who 
participate in the DRP either directly from Northeast or in the open 
market. Pursuant to the Order, Northeast was granted authority to issue 
and sell to the DRP through December 31, 1995, up to 10 million of its 
Common Shares. The Order also granted Northeast an exception from the 
competitive bidding requirements of Rule 50 for its issuance and sale 
of the Common Shares.
    Northeast Utilities Service Company, a service company subsidiary 
of Northeast (``Administrator''), currently administers the DRP and 
does not receive any reimbursement for costs incurred in connection 
with its administrative activities. The agent for the DRP, which makes 
purchases and sales of shares in the open market for participants 
(``Agent''), currently receives brokerage reimbursement fees of $0.03 
per share from participants only upon the sale of such participants' 
shares.
    Northeast proposes to amend the DRP to provide that, in the case of 
open market purchases and sales of common shares: (1) A brokerage 
reimbursement fee, initially $0.03 per share, will be paid to the 
Administrator to reimburse the Administrator for brokerage fees and 
commissions charged to the Administrator by the Agent; and (2) an 
administrative fee, initially $0.02 per share, will be paid to the 
Administrator to offset the Administrator's costs of administering the 
DRP. If Northeast intends to change the brokerage reimbursement or 
administration fees, prior notice of such change will be sent to all 
participants. These charges will be effective for dividends payable on 
and after September 30, 1994, and for optional cash payments received 
on and after September 1, 1994. If Northeast intends to change the 
administrative or brokerage reimbursement fees (brokerage reimbursement 
fees will be changed only upon the change of such charges by the 
Agent), prior notice of such change will be sent to all participants. 
Northeast requests the authority to change such fees from time-to-time 
so the Administrator may recover an amount, not exceeding its costs, 
from the participants for such transactions.
    Northeast also proposes to implement two administrative changes to 
the DRP which it believes will benefit participants. The first of the 
proposed administrative changes is that Common Shares purchased on 
behalf of participants directly from Northeast, whether through 
reinvestment of dividends or cash payments, will be purchased at the 
fair market value of such shares on the dividend payment date or, in 
months during which no dividends are paid, on the last trading day of 
such month. ``Fair market value'' will be defined for these purposes as 
the average of the high and low prices for such shares on the dividend 
payment date, as reported by the Wall Street Journal as Composite 
Transactions for such date. If the dividend payment date is not a 
trading day, the purchase price will be equal to the average of the 
fair market values on the trading days immediately preceding and 
following the dividend payment date. The price of shares purchased 
directly from Northeast under the DRP is currently the average of the 
closing sales prices during the five trading days prior to the Original 
Issue Investment Date, as defined. Secondly, Northeast is requesting 
authorization to permit participants to reinvest in the DRP dividends 
on any number of shares owned by a participant, instead of requiring 
that such reinvestment be at least 50%, or any higher even multiple of 
10%, of dividends.

Consolidated Natural Gas Company, et al. (70-8415)

    Consolidated Natural Gas Company (``CNG''), a registered holding 
company, CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-
3199, and its wholly owned nonutility subsidiary companies, CNG 
Research Company (``Research''); Consolidated System LNG Company 
(``LNG''); and Consolidated Natural Gas Service Company, Inc. 
(``Service''), all located at CNG Tower, 625 Liberty Avenue, 
Pittsburgh, Pennsylvania 15222-3199; CNG Coal Company (``Coal''); CNG 
Producing Company (``Producing'') and its subsidiary company, CNG 
Pipeline Company (``Pipeline''), all located at CNG Tower, 1450 Poydras 
Street, New Orleans, Louisiana 70112-6000; CNG Transmission Corporation 
(``Transmission'') and CNG Storage Service Company (``Storage''), both 
located at 445 West Main Street, Clarksburg, West Virginia 26301; CNG 
Gas Services Corporation (``Gas Services''), One Park Ridge Center, 
P.O. Box 15746, Pittsburgh, Pennsylvania 15244-0746; and Consolidated's 
public-utility subsidiary companies, The Peoples Natural Gas Company 
(``Peoples''), CNG Tower, 625 Liberty Avenue, Pittsburg, Pennsylvania 
15222-3199; The East Ohio Gas Company (``East Ohio'') and The River Gas 
Company (``River Gas''), both located at 1717 East Ninth Street, 
Cleveland, Ohio 44114-0759; Virginia Natural Gas, Inc. (``VNG''), 5100 
East Virginia Beach Boulevard, Norfolk, Virginia 23502-3488; Hope Gas, 
Inc. (``Hope Gas''), P.O. Box 2868, Clarksburg, West Virginia 26301-
2868; and West Ohio gas Company (``West Ohio''), P.O. Box 1217, Lima, 
Ohio 45802-12217 (``collectively, Subsidiaries''), have filed an 
application-declaration under sections 6(a), 7, 9(a), 10, 12(b) and 
12(c) of the Act and rules 43 and 45.
    CNG proposes to issue and sell commercial paper in an aggregate 
principal amount not to exceed $800 million outstanding at any one 
time, from time-to-time through June 30, 1995, (``Commercial Paper''). 
Such Commercial Paper may be domestic commercial paper (``Domestic 
Paper'') and/or European commercial paper (``Euro Paper''). Domestic 
Paper will have varying maturities of not more than 270 days and Euro 
Paper will have maturities from 7 to 183 days. CNG proposes to sell 
Domestic Paper or Euro Paper, whichever provides the lower cost in a 
given transaction, but only so long as the discount rate or the effect 
interest cost on the date of sale does not exceed the prime rate of 
interest from a commercial bank.
    To the extent that it becomes impractical to sell the Commercial 
Paper due to market conditions or otherwise, CNG proposes to borrow, 
repay and reborrow, without collateral under back-up lines of credit, 
an aggregate principal amount not to exceed $600 million through June 
30, 1995 (``Loans''). The remaining $200 million of back-up credit will 
be provided by the unused commitments under an existing credit 
agreement among CNG and several banks (HCAR Nos. 25283 and 25626; March 
28, 1991, and September 9, 1992, respectively). Such Loans, together 
with any sales of Commercial Paper, will not exceed an aggregate 
outstanding principal amount of $800 million.
    The Loans will mature not more than one year form the date of each 
borrowing, will be prepayable in whole or part at any time, and will 
bear interest at a rate not to exceed the prime commercial rate of 
interest of the lending bank in effect on the date of each borrowing. A 
commitment fee of no more than 0.1225% of the principal amount of each 
bank's commitment may be paid.
    It is also proposed that through June 30, 1995, CNG provide 
financing to the Subsidiaries in an aggregate amount not to exceed 
$1.115 billion in the form of open account advances, long term loans 
and/or capital stock purchases. Individual Subsidiary financing by CNG 
would not exceed the following amounts: (1) Transmission, $250 million; 
(2) East Ohio, $250 million; (3) Peoples, $125 million; (4) VNG, $60 
million; (5) Hope Gas, $25 million; (6) Gas Services, $100 million; (7) 
Storage, $1 million; (8) West Ohio, $25 million; (9) Service, $15 
million; (10) Producing, $250 million; (11) River Gas, $10 million; 
(12) Coal, $3 million; and (13) Research, $1 million.
    Open account advances (``Advances'') may be made, repaid and remade 
on a revolving basis, and all such Advances will be repaid within one 
year from the date of the first Advance to the borrowing Subsidiary 
with interest at the same effective rate of interest as CNG's weighted 
average effective rate of commercial paper and/or revolving credit 
borrowings. If no such borrowings are outstanding, the interest rate 
shall be predicated on the Federal Funds' effective rate of interest as 
quoted by the Federal Reserve Bank of New York. Advances will be made 
through the CNG System Money Pool authorized by Commission order dated 
June 12, 1986 (HCAR No. 24128).
    Long-term loans will mature over a period of time not in excess of 
30 years with the interest rate predicated on and substantially equal 
to CNG's cost of funds for comparable borrowings. In the event CNG has 
not had recent comparable borrowings, the rates will be tied to the 
Salomon Brothers indicative rate for comparable debt issuances 
published in Salomon Brothers, Inc. Bond Market Roundup, or to a 
comparable rate index, on the date nearest to the time of takedown.
    Capital stock will be purchased from the Subsidiaries at its par 
value (book value in the case of VNG). Capital stock transactions 
between CNG and its utility Subsidiaries would occur under an exemption 
pursuant to rule 52 and are not part of the authorization requested 
herein.
    Producing proposes to provide to Pipeline, from time-to-time 
through June 30, 1995, up to an aggregate of $1 million of financing 
through short-term loans in the form of open account advances and/or 
long-term loans evidenced by non-negotiable notes (documented by book 
entry only) and/or the purchase of up to 10,000 shares of Pipeline's 
common stock, $100 par value. The open account advances and long-term 
loans will bear interest at rates equal to the cost of money to 
Producing through its borrowing from CNG.
    The Subsidiaries also proposes to increase their authorized common 
stock as needed to accommodate proposed stock sales and to provide for 
future issues, any such increase being limited to a number of shares 
calculated by dividing the aggregate financing proposed for such 
Subsidiary herein by the par value (book value in the case of VNG) of 
such Subsidiary's common stock rounded up to the nearest hundred. It is 
also proposed that West Ohio effect a one for two-thousand reverse 
stock split, resulting in an increase in the par value of its common 
stock from $5 to $10,000 in order to reduce state franchise taxes.
    CNG, East Ohio and River Gas are seeking Commission approval in 
S.E.C. File No. 70-8387 to merge River Gas into East Ohio. In the event 
that such a merger is consummated, it is requested that East Ohio be 
authorized to assume the position of River Gas regarding all unused 
authorization concerning River Gas in this matter.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-12303 Filed 5-19-94; 8:45 am]
BILLING CODE 8010-01-M