[Federal Register Volume 59, Number 131 (Monday, July 11, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16631]


[[Page Unknown]]

[Federal Register: July 11, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26078]

 

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

July 1, 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 July 25, 1994 to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 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.

Connecticut Light and Power Company (70-7320)

    Connecticut Light and Power Company (``CL&P''), Selden Street, 
Berlin, Connecticut 06037, an electric public-utility subsidiary 
company of Northwest Utilities, a registered holding company, has filed 
a post-effective amendment under Sections 6(a) and 7 of the Act and 
rule 54 thereunder to its declaration previously filed under Sections 
6(a) and 5 of the Act and rule 50(a)(5) thereunder.
    By order dated December 16, 1986 (HCAR No. 24263), the Commission 
authorized CL&P, among other things, to issue a promissory note up to 
an aggregate principal amount of $25 million to the Industrial 
Development Authority of the State of New Hampshire (``IDA''). The note 
evidenced IDA's loan to CL&P of the proceeds from pollution control 
revenue bonds (``Bonds'') issued by IDA to finance the cost of 
acquiring, constructing and installing certain pollution control 
facilities and/or sewage or solid waste disposal facilities at the 
Seabrook Nuclear Power Station, Unit No. 1 in Seabrook, New Hampshire.
    In an effort to improve the credit ratings of the Bonds, CL&P 
obtained a letter of credit (``LOC'') from the Long-Term Credit Bank of 
Japan Limited (``Credit Bank''). Subsequent to the issuance of the 
Bonds, Credit Bank's rating in the financial markets deteriorated. CL&P 
has been informed that many institutional investors that otherwise 
would be interested in purchasing the bonds will not purchase 
securities secured by letters of credit issued by the Credit Bank, and 
investors that are still willing to purchase the Bonds are demanding an 
interest rate premium that is causing CL&P's effective interest cost to 
be higher than it would have otherwise been using a bank with a higher 
rating.
    CL&P now seeks authority to: (1) replace Credit Bank LOC and the 
Bank Reimbursement Agreement with a new Letter of Credit and 
Reimbursement Agreement (``Substitute Agreement''); (2) replace the LOC 
with a new letter of Credit (``New LOC''); and subsequently thereto (3) 
extend, modify, or replace the Substitute Agreement and the New LOC 
from time to time during the term of the bonds supported thereby. The 
terms of any such extensions, modifications or replacements, including 
the New LOC and the Substitute Agreement, shall provide that (a) the 
total amount available to be drawn under any such extended, modified or 
replacement letter of credit does not exceed $16.2 million, 
representing principal in the amount of $15.4 million and interest in 
the amount of $800,000 calculated at the maximum rate of 15% for 123 
days, (b) the annual letter of credit costs applicable to any such 
extension, modification, or replacement do not exceed 1% per annum of 
the total amount available to be drawn under the extended, modified or 
replacement letter of credit, and (c) the reimbursement agreement 
applicable to any such extension, modification or replacement shall 
provide (or shall afford CL&P the option to elect) that tender advances 
tear interest until paid at a rate not to exceed the higher of the 
prime rate plus 2% or the federal funds rate plus 2%, (d) such 
extension, modification or replacement is otherwise on terms that are 
substantially similar in all material respects to those applicable to 
the New LOC and Substitute Agreement (or previous extensions or 
modifications thereof or replacements therefore proposed to be entered 
into in connection with the replacement of Credit Bank, and (e) CL&P 
shall have obtained all necessary State Commission approvals applicable 
to such extension, modification or replacement.

Consolidated Natural Gas Company (70-8167)

    Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania 15222, a registered holding company, 
has filed a post-effective amendment under Sections 6 and 7 of the Act 
and Rule 54 thereunder to its declaration previously filed under 
Sections 6 and 7 of the Act and Rule 50(a)(5) thereunder.
    By order dated April 21, 1993 (HCAR No. 25800) (``April Order''), 
the Commission authorized CNG to issue and sell on or before June 30, 
1995 up to $400 million principal amount of debentures (``Debentures'') 
in one or more series at a price, exclusive of accrued interest, which 
would be not less than 98% nor more than 101% of the principal amount 
and at an interest rate which would be a multiple of \1/8\, \1/10\, or 
\1/20\ of 1%. The Debentures would mature in not more than thirty years 
and would be issued in accordance with the indenture between CNG and 
Chemical Bank (successor by merger to Manufacturers Hanover Trust 
Company), as Trustee, dated May 1, 1971 (``Indenture''). CNG has sold 
$300 million of Debentures under the April Order, thus $100 million of 
Debentures remains authorized for issue and sale.
    CNG now proposes to change its Indenture by adding section 4.02 so 
that it may reserve the right, without the consent of the holders of 
future debenture issues sold under the April Order, to amend sections 
6.06 and 6.07 of the Indenture. New section 4.02 provides:

    The Company reserves the right, subject to appropriate corporate 
action, but without consent, approval or other action by holders of 
debentures of any series created after May 1, 1994, to make such 
amendments to the Indenture, as heretofore supplemented and amended, 
as shall be necessary in order to amend Sections 6.06 and 6.07 
thereof so as to modify or eliminate the provisions or requirements 
of such Sections, or any part thereof and the definition of any term 
used in either of such Sections or related thereto, as the Company 
may determine in its sole discretion.

    Section 6.06 provides that funded debt (as defined) cannot be 
incurred and subsidiary preferred stock cannot be issued unless: (1) 
The consolidated income available for interest and subsidiary preferred 
stock dividends of CNG and its subsidiaries for any 12 consecutive 
months within 15 months immediately preceding the date additional 
funded debt is incurred is not less than 2\1/2\ times the sum of the 
total annual interest charges and the total subsidiary preferred stock 
dividends, assuming the incurrence of such additional funded debt or 
issuance of such preferred stock, as the case may be; and (2) after 
giving effect to the incurring of the additional funded debt and 
issuance of preferred stock, the sum of the outstanding consolidated 
debt of CNG and its subsidiaries and the amount of outstanding 
subsidiary preferred stock shall not be more than 60% of the 
consolidated net tangible assets of CNG and its subsidiaries. Section 
6.07 provides that a subsidiary of CNG cannot incur funded debt or 
issue preferred stock to a third party unless funded debt and preferred 
stock of the subsidiary will not exceed 60% of the total capitalization 
of the subsidiary, and the principal amount of funded debt and amount 
of preferred stock of all subsidiaries of CNG shall not exceed 15% of 
consolidated net tangible assets.
    CNG also requests authorization to extend the expiration date for 
the issuance and sale of the remaining $100 million principal amount of 
Debentures under the April Order from June 30, 1995 to June 30, 1996.

The Columbia Gas System, Inc., et al. (70-8219)

    The Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road, 
Wilmington, Delaware 19807, a registered holding company; Columbia's 
public utility subsidiary companies, Columbia Gas of Pennsylvania, 
Inc., Columbia Gas of Ohio, Inc. (``Ohio''), Columbia Gas of Maryland, 
Inc., Columbia Gas of Kentucky, Inc., and Commonwealth Gas Services, 
Inc., each located at 200 Civic Center Drive, Columbus, Ohio 43215; and 
Columbia's nonutility subsidiary companies, Columbia Gas System Service 
Corporation, Columbia LNG Corporation, Columbia Atlantic Trading 
Corporation, TriStar Ventures Corporation, TriStar Capital Corporation, 
each located at 20 Montchanin Road, Wilmington, Delaware 19807; 
Columbia Natural Resources, Inc., Columbia Coal Gasification 
Corporation, both located at 900 Pennsylvania Avenue, Charleston, West 
Virginia 25302; Columbia Energy Services Corporation, 2581 Washington 
Road, Upper Saint Clair, Pennsylvania 15241; Columbia Gulf Transmission 
Company, 1700 MacCorkle Avenue, S.E., Charleston, West Virginia 25314; 
Columbia Gas Development Corporation, 5847 San Felipe, Houston, Texas 
77057; Commonwealth Propane, Inc., and Columbia Propane Corporation, 
located at 800 Moorefield Park Drive, Richmond, Virginia 23236 
(collectively, ``Applicants''), have filed a post-effective amendment 
to their application-declaration under Sections 6(a), 7, 9(a), 10, 
12(b), and 12(f) of the Act and Rules 43 and 45 thereunder.
    By order dated September 29, 1993 (HCAR No. 25896) (``September 
Order''), the Commission authorized Applicants, among other things, to 
engage in financing from September 30, 1993 through December 31, 1994 
of up to $629.9 million. At that time, the Commission authorized Ohio 
to engage in long-term financing of up to $73.1 million and short-term 
financing of up to $162 million, and authorized Columbia to provide 
$398.7 million in short-term financing to its subsidiaries.
    Columbia now proposes to increase the amount of short-term 
financing for Ohio $40 million. These short-term borrowings will have 
the same terms and conditions as those authorized by the September 
Order. Thus, Ohio proposes to borrow the funds directly from Columbia 
and/or from certain other subsidiaries of Columbia through Columbia's 
intrasystem money pool (``Money Pool''), and Columbia requests 
authority to loan to its subsidiaries an additional $40 million for 
short-term borrowings.
    The Money Pool provides a vehicle by which Columbia and its 
subsidiary companies loan their excess cash to their associate 
companies. Funds would be advanced, repaid, and reborrowed as required 
through December 31, 1994, with all such advances to be fully repaid by 
April 30, 1995. All short-term borrowings from Columbia and/or the 
Money Pool will be evidenced by a promissory note (``Short-Term Note'' 
and ``Money Pool Note'', respectively). A default rate of 2% per annum 
above the pre-default rate on unpaid principal or interest amounts will 
be assessed if any interest or principal payment becomes past due.
    The interest rate charged on all Short-Term Notes and Money Pool 
Notes, and the investment rate earned on moneys invested in the Money 
Pool, will be the interest rate per annum equal to the composite 
weighted average effective rate on short-term transactions of Columbia 
and/or the Money Pool short-term investment rate. During any month, 
this composite rate may be based on one or any combination of: (1) The 
cost of Columbia's borrowings under its bank facility; (2) the interest 
rate earned by Columbia on invested excess cash; and/or (3) the 
interest rate earned by subsidiaries on investments of excess Money 
Pool funds.

The Southern Company (70-8421)

    The Southern Company (``Southern''), 64 Perimeter Center East, 
Atlanta, Georgia 30346, 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 and 50(a)(5) thereunder.
    Southern proposes to acquire the securities of one or more 
companies (``Project Parents'') engaged directly or indirectly, and 
exclusively, in the business of owning and holding the securities of 
``foreign utility companies'' (``FUCOs''), as defined in Section 33(a) 
of the Act, and ``exempt wholesale generators'' (``EWGs''), as defined 
in Section 32(a) of the Act. Southern requests that the authorization 
for its proposals remain effective until the earlier of: (i) December 
31, 1996; and (ii) the effective date of any rule of general 
applicability adopted by the Commission that would exempt the 
acquisition of any securities of any Project Parent from the 
requirements of Sections 9(a) and 10 of the Act.
    Southern states that a Project Parent may be organized at the time 
of, and in order to facilitate: the making of bids or proposals to 
acquire an interest in any EWG or FUCO (``Exempt Subsidiaries''); after 
the award of a bid proposal, in order to facilitate closing on the 
purchase or financing of any such Exempt Subsidiary; or at any time 
subsequent to the consummation of an acquisition of an interest in an 
Exempt Subsidiary. A Project Parent would be formed after the 
acquisition of an Exempt Subsidiary in order to: effect an adjustment 
in the respective ownership interests in any Exempt Subsidiary held by 
Southern and unaffiliated co-investors; facilitate a partial sale of an 
interest in any such Exempt Subsidiary; comply with applicable laws of 
foreign jurisdictions limiting or otherwise relating to the ownership 
of domestic companies by foreign nationals; or, to limit Southern's 
exposure to U.S. and foreign taxes as part of tax planning.
    Southern requests authority to make direct or indirect investments 
in Project Parents in an aggregate amount at any one time outstanding 
not to exceed $400 million. Any such direct or indirect investment by 
Southern in any Project Parent would be consummated only if, at the 
time thereof, and giving effect thereto, Southern's ``aggregate 
investment,'' determined in accordance with Rule 53(a)(1)(i), in all 
FUCOs, EWGs and Project Parents would not exceed 50% of Southern's 
``consolidated retained earnings,'' as defined in Rule 53(a)(1)(ii). In 
addition, any such investment in any particular Project Parent would be 
limited to an amount no greater than the amount reasonably required in 
connection with making the underlying investment in any Exempt 
Subsidiary (or Exempt Subsidiaries) with respect to which such Project 
Parent was organized or formed, taking into account development 
expenditures, working capital needs, and cash reserves required to be 
maintained in accordance with financing documents. Southern states that 
it will also comply with all other applicable rules under the Act, 
including, without limitation, such rules as may be promulgated in the 
future pursuant to Sections 32 and 33.
    It is proposed that investments by Southern in any Project Parents 
may take the form of any combination of the following: (i) Ppurchases 
of capital shares, partnership interests, trust certificates, or the 
equivalent of any of the foregoing under the laws of foreign 
jurisdictions, if applicable; (ii) cash capital contributions or open 
account advances; (iii) loans evidenced by promissory notes; and (iv) 
guaranties by Southern of the principal of or interest on any 
promissory notes or other evidences of indebtedness of any Project 
Parent issued to lenders other than Southern.
    Southern proposes that any investment in the capital shares or 
other equity securities of a Project Parent that have a stated par 
value will be in an amount equal to or greater than such par value, and 
that any open account advance made by Southern to a Project Parent be 
non-interest bearing and repayable within one year of the date of the 
advance. Southern also proposes that any promissory note issued by a 
Project Parent to Southern, and any promissory note or similar evidence 
of indebtedness with respect to which Southern may issue a guaranty, 
would mature not later than 30 years after the date of insurance, and 
would bear interest at a rate: (a) Not greater than the prime rate at a 
bank to be designated by Southern in the case of any promissory note 
issued to Southern, and (b) not greater than 3% over such prime rate in 
the case of any note or similar evidence of indebtedness guarantied by 
Southern.
    Any promissory note issued to Southern by any Project Parent may, 
at Southern's option, be converted to a capital contribution to such 
Project Parent through Southern's forgiveness of the indebtedness 
evidenced thereby.
    Funds for any direct or indirect investment by Southern in any 
Project Parent (including the guaranty of any securities of any Project 
Parent) will be derived from: (i) The sale of common stock or the 
issuance of guarantees (within the limitations of HCAR No. 25980 
(January 25, 1994), or in any future authorization obtained from the 
Commission); (ii) bank borrowings or commercial paper sales (within the 
limitations of HCAR No. 26004 (March 15, 1994), or any future 
authorization obtained from the Commission); and, (iii) available cash. 
Southern is not requesting the authority to issue any additional 
securities for the purpose of financing investments in any Project 
Parents.
    Southern states that it is currently investigating potential 
opportunities to acquire or construct electric generation, transmission 
or distribution facilities in Europe, Asia, Australia and South 
America. Southern believes that, in almost all cases, such facilities 
will qualify as facilities that a FUCO may own or operate.\1\ Southern 
states that it has been Southern's experience, in connection with its 
foreign project development activities to date, including the 
preparation and submission of bid proposals in foreign government 
privatization programs, that the formation and acquisition of one or 
more Project Parents (usually, but not always, foreign corporations or 
the equivalent thereof) is necessary or desirable to facilitate the 
acquisition and ownership of a FUCO. For example, laws of some foreign 
countries may require that the bidder in a privatization program be a 
domestic company. In such cases, it would be necessary for Southern to 
form a foreign subsidiary as the entity submitting the bid or other 
proposal.
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    \1\In some instances, a foreign utility facility may also 
qualify as an ``eligible facility,'' as defined in Section 32(a)(2) 
of the Act. Depending upon various facts and circumstances, Southern 
may in the future pursue any particular foreign utility investment 
opportunity as an EWG rather than as a FUCO, in which case the 
requisite filing or filings would be made with the Federal Energy 
Regulatory Commission.
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    Southern states that there would typically be other business 
reasons for creating Project Parents. Southern states that, for 
example, the interposition of one or more wholly-owned Project Parents 
may be necessary to minimize U.S. income taxes (e.g., by deferring 
repatriation of foreign source income, or in order to take full 
advantage of favorable tax treaties among foreign countries). Further, 
Project Parents are useful in cases in which Southern may bid as a part 
of a consortium of companies, since each member of the consortium will 
typically want to have at least one consolidated subsidiary in the 
final FUCO ownership structure for tax and accounting purposes. 
Finally, Project Parents serve to isolate business risks and facilitate 
subsequent adjustments to or sales of interests among or by the members 
of the ownership group.
    Southern proposes herein that a Project Parent may also acquire and 
hold direct or indirect interests in both FUCOs and EWGs.\2\ The 
ability to combine ownership of both FUCOs and EWGs under a single 
company will enable Southern to minimize the number of separate 
intermediate subsidiaries needed in connection with its investments in 
EWGs and FUCOs.
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    \2\An entity engaged exclusively in the business of holding the 
securities of one or more EWGs may itself seek a determination of 
EWG status from the Federal Energy Regulatory Commission. However, 
such an entity could not hold the securities of both EWGs and FUCOs.
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    Southern states that, within 45 days after Southern determines that 
the purposes for owning any Project Parent no longer exists, it shall 
liquidate or dissolve such Project Parent, unless, within that time, 
Southern determines that such Project Parent may be used in conjunction 
with a proposal or plan to acquire an interest in a different Exempt 
Subsidiary. Southern requests authority to liquidate or dissolve any 
Project Parent under such circumstances.
    Southern also requests approval for any Project Parent to issue 
equity securities and debt securities to persons other than Southern 
(and with respect to which there is no recourse to Southern), including 
banks, insurance companies, and other financial institutions, 
exclusively for the purpose of financing (including any refinancing of) 
investments in Exempt Subsidiaries. Such securities may be issued in 
one or more transactions from time to time through the earlier to occur 
of (i) December 31, 1996, and (ii) the effective date of any rule of 
general applicability adopted by the Commission exempting such 
transaction from the application requirements under the Act. It is 
proposed that the aggregate principal amount of non-recourse debt 
securities issued by Project Parents to persons other than Southern 
will not exceed $800 million at any one time outstanding. No more than 
$200 million principal amount of such non-recourse debt securities at 
any time outstanding may be denominated in currencies other than U.S. 
dollars. In any case in which Southern directly or indirectly owns less 
than all of the equity interests of a Project Parent, only that portion 
of the non-recourse indebtedness of such Project Parent equal to 
Southern's equity ownership percentage shall be included for purposes 
of the foregoing limitations.
    Equity securities issued by any Project Parent to any party other 
than Southern may include capital shares, partnership interests, trust 
certificiates, or the equivalent of any of the foregoing under 
applicable foreign law. Non-recourse debt securities issued to parties 
other than Southern may include secured and unsecured promissory notes, 
subordinated notes, bonds, or other evidence of indebtedness. 
Securities issued by Project Parents may be denominated in either U.S. 
dollars or foreign currencies.
    Southern states that the amount and type of such securities, and 
the terms thereof, including interest rate, maturity, prepayment or 
redemption privileges, and the terms of any collateral security granted 
with respect thereto, would be negotiated on a case by case basis, 
taking into account differences from project to project in optimum 
debt-equity ratios, projections of earnings and cash flow, depreciation 
lives, and other similar financial and performance characteristics of 
each project. Accordingly, Southern requests the authority to negotiate 
the terms and conditions of such securities without further approval by 
the Commission.
    Notwithstanding the foregoing, Southern states that no equity 
security having a stated par value would be issued or sold by a Project 
Parent for a consideration that is less than such par value. Southern 
also states that no note, bond or other evidence of indebtedness issued 
or sold by any Project Parent will mature later than 30 years from the 
date of issuance thereof, and will bear interest at a rate exceeding 
the following: (i) if such note, bond or other indebtedness is U.S. 
dollar denominated, at a fixed rate not to exceed 6.5% over the yield 
to maturity on an actively traded, non-callable, U.S. Treasury note 
having a maturity equal to the average life of such note, bond or other 
indebtedness (``Applicable Treasury Rate''),\3\ or at a floating rate 
not to exceed 6.5% over the then applicable prime rate at a U.S. money 
center bank to be designated by Southern (``Applicable Prime Rate''); 
and (ii) if such note, bond or other indebtedness is denominated in the 
currency of a country other than the United States, at a fixed or 
floating rate which, when adjusted (i.e., reduced) for the prevailing 
rate of inflation in such country, as reported in official indices 
published by such country, would be equivalent to a rate on a U.S. 
dollar denominated borrowing of identical average life that does not 
exceed 10% over the Applicable Treasury Rate or Applicable Prime Rate, 
as the case may be.
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    \3\If there is no actively traded U.S. Treasury note with a 
maturity equal to the average life of such note, bond or other 
evidence of indebtedness, then the Applicable Treasury Rate would be 
determined by interpolating linearly with reference to the yields to 
maturity on actively traded, non-callable, Treasury notes having 
maturities near (i.e., both shorter and longer than) such average 
life.
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    In connection with the issuance of any non-recourse debt securities 
by any Project Parent, it is anticipated that such Project Parent may 
grant security in its assets. Such security interest may take the form 
of a pledge of the shares or other equity securities of an Exempt 
Subsidiary that it owns, including a security interest in any 
distributions from any such Exempt Subsidiary, or a collateral 
assignment of its rights under and interests in other property, 
including rights under contracts. It is also anticipated that fees in 
the form of placement or commitment fees, or other similar fees, would 
be paid to lenders, placement agents, or others in connection with the 
issuance of any such non-recourse debt securities. Southern requests 
authority for any Project Parent to agree in any case to pay placement 
or commitment fees, and other similar fees, in connection with any 
borrowing, provided that the effective annual interest charge on any 
indebtedness evidencing such borrowing is not greater than 115% of the 
stated interest rate thereon.
    In connection with investments in Exempt Subsidiaries, Southern 
states that it is typical that a portion of the capital requirements of 
any such Exempt Subsidiary would be obtained through non-recourse 
financing involving borrowings from banks and other financial 
institutions. Southern also states that, in some cases, however, it may 
be necessary or desirable to structure an investment in an Exempt 
Subsidiary such that the obligations created are not those of the 
Exempt Subsidiary, but instead those of its parent companies. For 
example, in a consortium of non-affiliated companies bidding to 
purchase the securities or assets of an EWG or FUCO, each of the 
consortium members would be obligated to fund its respective share of 
the proposed purchase price. If external sources of funds are needed 
for this purpose, a participant in the consortium may choose to engage 
in non-recourse financing through one or more single-purpose 
subsidiaries that would then utilize the proceeds of the financing to 
acquire an ownership interest in the Exempt Subsidiary.\4\
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    \4\Typically, the capital shares or other equity interests in 
the Exempt Subsidiary would be pledged to secure the securities 
issued by the Project Parent.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-16631 Filed 7-8-94; 8:45 am]
BILLING CODE 8010-01-M