[Federal Register Volume 59, Number 229 (Wednesday, November 30, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29466]


[[Page Unknown]]

[Federal Register: November 30, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26171]

 

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

November 23, 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 December 19, 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.

Georgia Power Company et al. (70-8193)

    Georgia Power Company (``Georgia Power''), 333 Piedmont Avenue, 
N.E., Atlanta, Georgia 30308, and Savannah Electric and Power Company 
(``Savannah''), 600 East Bay Street, Savannah, Georgia 31402, both 
electric public-utility subsidiary companies of The Southern Company, a 
registered holding company, have filed an application-declaration under 
sections 9, 10, 12(d) and 13(b) of the Act and rules 43, 44, 86, 90, 
and 91 thereunder.
    Savannah and Georgia Power propose to construct on real property 
owned by Savannah eight combustion turbine-generator units (``CTs'') to 
be known as Plant McIntosh CT Nos. 1 through 8, and up to eight 
additional CTs to be known as Plant McIntosh CT Nos. 9 through 16. Six 
of the initial CTs will be developed for Georgia Power, two will be 
developed for Savannah. Upon completion, each applicant will own 100% 
interest in and will be entitled to 100% of the output of its 
respective CTs. The construction costs of the eight CTs and associated 
facilities are estimated to be approximately $182 million for Georgia 
Power and $61 million for Savannah.
    The initial CTs will be simple-cycle generators each having a 
nominal capacity of 80 megawatts, and will burn primarily natural gas 
with No. 2 fuel oil as a backup fuel supply. In addition to the CT 
units, other facilities to be constructed for the project include fuel 
systems, water systems, an extension of existing fire protection 
systems, a switchyard, a 230-kv tie line to the existing Plant McIntosh 
substation, and a service building.
    Savannah proposes to sell to Georgia Power, and Georgia Power 
proposes to purchase, a percentage undivided ownership interest in 
certain of the equipment which will comprise the facilities common to 
all of the Plant McIntosh CTs (``Common Facilities''). Savannah and 
Georgia Power will hold the Common Facilities as tenants-in-common. The 
assets to be acquired by Georgia Power at closing consist of pre-
existing fuel oil storage tank which shall be converted into a 
demineralized water tank. The purchase price for the fuel oil storage 
tank represents Georgia Power's pro-forma ownership interest (75%) of 
the original book cost of the asset less depreciation, which, if 
calculated as of December 31, 1992, is estimated to be $648,710.
    Savannah also proposes to lease to Georgia Power a 100% leasehold 
interest in the real property on which Georgia Power's CTs will be 
developed, a percentage undivided interest in that portion of the 
Common Facilities which consist of real property, and any related 
easements or other rights necessary to develop Georgia Power's CTs and 
the Common Facilities. It is estimated that the rental payments to be 
made by Georgia Power to Savannah will amount to $2,220 annually.
    Georgia Power proposes to make Savannah its agent in the 
procurement, construction, management, control, operation, maintenance, 
renewal, addition, replacement, modification, and disposal of the Plant 
McIntosh CTs, the Common Facilities, and the fuel supply for the Plant 
McIntosh CTs. The operating agreement provides for the sharing of 
operating costs and costs of construction by Savannah and Georgia Power 
in accordance with their respective pro forma ownership interests.

The Columbia Gas System, Inc., et al. (70-8235)

    The Columbia Gas System, Inc. (``Columbia''), a registered holding 
company, and its wholly owned nonutility subsidiary company, TriStar 
Ventures Corporation (``TVC''), and the following direct or indirect 
nonutility subsidiaries of TVC, TriStar Binghamton General Corporation, 
TriStar Binghamton Limited Corporation, TriStar Fuel Cells Corporation, 
TriStar Georgetown General Corporation, TriStar Georgetown Limited 
Corporation, TVC Nine Corporation, TriStar Pedrick General Corporation, 
TriStar Pedrick Limited Corporation, TriStar Rumford Limited 
Corporation, TriStar Ten Corporation, TriStar Vineland General 
Corporation, and TriStar Vineland Limited Corporation (collectively, 
``TVC Subsidiaries''), all located at 20 Montchanin Road, Wilmington, 
Delaware 19807, have filed an application-declaration with this 
Commission under Sections 6, 7, 9, 10, 12(b), 12(c), and 33 of the Act 
and Rules 43, 45, 46, and 54 thereunder.
    To fund preliminary development, administration, and new 
investments through December 31, 1997 by using up to $34.1 million of 
their self generated funds (``Self Generated Funds''), TVC and the TVC 
Subsidiaries request authority for: (1) the TVC Subsidiaries to issue 
and sell to TVC shares of its common stock, and for TVC to acquire the 
shares; (2) the TVC Subsidiaries to issue and sell to TVC installment 
promissory notes (``Notes''), and for TVC to acquire these Notes; and/
or (3) TVC to make short-term advances and/or capital contributions to 
the TVC Subsidiaries. The shares of the TVC Subsidiaries' common stock 
are valued at $25 par value per share, and TVC would acquire the shares 
at or above par value.
    Alternatively, the TVC Subsidiaries could issue and sell to TVC 
Notes bearing a fixed interest to be determined at the time of 
issuance. The interest rate would be based upon the preceding calendar 
quarter three-month average yield on newly issued ``A'' rated 25-30 
year utility bonds as published in Salomon Brothers' weekly Bond Market 
Roundup or 2% per annum above the foregoing applicable rate if interest 
or principal payment on the Notes becomes past due. The Notes would be 
payable in installments over a period not to exceed 30 years and would 
be dated the date of their issue.
    TVC's short-term advances to the TVC Subsidiaries would be made on 
open account, would bear interest at a rate equivalent to the composite 
weighted effective cost of Columbia's short-term financing 
transactions, and would be repaid by the TVC Subsidiaries as funds are 
available but no later than April 30 of the following year.
    TVC and the TVC Subsidiaries request authority through December 31, 
1997, for the payment of dividends out of capital surplus by the TVC 
Subsidiaries to permit TVC to recapture funds generated by the 
operations of its subsidiaries and excess to the needs of the 
subsidiaries. The proposed amount of dividends paid out of capital 
surplus would not exceed the following: TriStar Binghamton General 
Corporation, $1.2 million; TriState Binghamton Limited Corporation, 
$2.8 million; TriStar Vineland General Corporation, $350,000; and 
TriStar Vineland Limited Corporation, $3.15 million.
    TVC also requests authority through December 31, 1997 to invest 
directly or indirectly in exempt wholesale generators (``EWGs'') and 
foreign utility companies (``FUCOs'') on the same basis as Columbia 
with regard to permissible activities under Sections 32 and 33. TVC 
proposes to use all or a portion of its Self Generated Funds for such 
investments.
    TVC plans to form, acquire, finance and own the securities or 
interest in the business of EWGs and/or FUCOs directly or indirectly 
through subsidiary companies (``Project Parents''). The Project Parents 
would be special purpose domestic corporations, foreign corporations, 
partnerships, or limited liability companies (or the equivalent 
thereof) and could include joint ventures engaged in EWG/FUCO 
activities. With regard to FUCO activities, the organization, 
formation, or acquisition of one or more Project Parents may be 
necessary or desirable to facilitate such projects. A holding structure 
of one or more Project Parents also may be necessary or desirable to 
minimize tax liabilities, to bid on projects through joint ventures, to 
facilitate a participant's consolidated tax and accounting activities 
in joint ventures, to insulate TVC from certain risks, and to 
facilitate adjustments to or sales of interests of joint ventures or 
partnerships. A single Project Parent may also acquire and hold direct 
and indirect interest in both EWGs and FUCOs.
    Investments by TVC directly or indirectly in any Project Parent may 
take the form of any combination of acquisitions of capital shares, 
partnership interest, trust certificates or the equivalent of any of 
the foregoing. 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 par value.
    To the extent that a Project Parent is itself determined to be an 
EWG or FUCO, it would be exempt from project financing filing under the 
Act except as may otherwise be provided in Sections 32 and 33. As to 
Project Parents that are not EWGs or FUCOs, TVC and the Project Parent 
would make a filing, if required, for project financing authority at 
the appropriate time.
    TVC does not contemplate utilizing the services of employees of the 
Columbia system's domestic public utility companies for its EWB and 
FUCO activities. However, were it to do so, no more than two percent of 
the employees of the system's domestic public utility companies would 
render services at any one time, directly or indirectly, to EWGs or 
FUCOs in which TVC may directly or indirectly hold an interest unless 
previous Commission approval were sought.
    In addition, TVC proposes to provide fuel management, operations 
and maintenance, and related services to nonaffiliated entities. These 
services would be provided at negotiated rates.
    TVC proposes to cancel the debt of three of its subsidiaries 
through December 31, 1996. These companies were involved in projects 
that never proceeded past development. The amount of debt cancelled 
would not exceed: TriStar Georgetown General Corporation, $125,000; 
TriStar Georgetown Limited Corporation, $6.2 million; and TriStar Fuel 
Cells Corporation, $900,000.

Northeast Utilities, et al. (70-8507)

    Northeast Utilities (``NU''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01089, a registered holding company, and its 
wholly owned subsidiary companies, Charter Oak Energy, Inc. (``Charter 
Oak'') and COE Development Corporation (``COE Development''), both 
located at 107 Seldon Street, Berlin, Connecticut 06037, (collectively, 
the ``Applicants'') have filed an application-declaration under 
Sections 6(a), 7, 9(a), 10, 13(b) and 33 of the Act and Rules 53, 83, 
86, 87, 90 and 91 thereunder.
    NU proposes to invest directly in Charter Oak and indirectly in COE 
Development up to an aggregate principal amount of $200 million from 
January 1, 1995 through December 31, 1996. In addition, the Applicants 
propose: (1) to form intermediate subsidiary companies (``Intermediate 
Companies'') to acquire an interest in, finance the acquisition and 
hold the securities of exempt wholesale generators, as defined by 
Section 32 of the Act (``EWGs''), and foreign utility companies, as 
defined by Section 33 of the Act (``FUCOs'') through the issuance of 
equity securities and debt securities to third parties; (2) for 
Intermediate Companies to make partial sales of qualifying 
congeneration and small power production facilities as defined in the 
Public Utility Regulatory Policies Act of 1978 (``QF''), independent 
power production facilities that would constitute a part of NU's 
``integrated public utility system'' within the meaning of Section 
2(a)(29)(A) of the Act (``Qualified IPPs''), EWGs and FUCOs (``Exempt 
Projects''); (3) to participate in joint ventures engaged exclusively 
in Exempt Project activities and to dissolve Intermediate Companies 
under specified circumstances; and (4) for Charter Oak's employees and 
employees of other NU service companies to provide a de minimis amount 
of services to affiliated Intermediate Companies, EWGs (both foreign 
and domestic) and FUCOs.
    NU, Charter Oak and COE Development are seeking to invest up to 
$200 million in development activities associated with QFs, Qualified 
IPPs and Exempt Projects. Any debt financing which Charter Oak may 
obtain may not exceed a term of 15 years or bear an interest rate in 
excess of 6.5% over the then applicable prime rate (``Applicable Prime 
Rate'') at a U.S. money center bank designated by NU. Similarly, any 
debt financing backed by NU's guarantee will be limited to a term of 15 
years and will be at an interest rate not to exceed 6.5% over the 
Applicable Prime Rate.
    Charter Oak also requests authority for itself and its subsidiaries 
to make loans (on either a recourse or non-recourse basis) to 
unaffiliated developers of QFs, Exempt Projects or Qualified IPPs as 
part of its financing of the acquisition of interests in such projects. 
Such loans shall count against the overall $200 million funding 
authorization.
    Applicants seek approval for any Intermediate Company to issue 
equity securities and debt securities, with or without recourse to the 
Applicants, to persons other than the Applicants including banks, 
insurance companies, and other financial institutions, exclusively for 
the purpose of financing (including any refinancing of) investments in 
Exempt Projects through December 31, 1996. The Intermediate Companies' 
investments in Exempt Projects may take the form of acquisitions of 
common stock, capital contributions, open account advances, and/or 
subordinated loans, provided that such open account advances or 
subordinated loans will bear interest at a rate based on NU's cost of 
funds in effect on the date of issue, but in no case in excess of the 
prime rate at a bank designated by NU.
    It is proposed that the aggregate principal amount of recourse debt 
securities issued by Intermediate Companies to persons other than the 
Applicants will not exceed $150 million at any one time outstanding, 
provided that no more than $100 million principal amount of such debt 
securities at any time outstanding may be denominated in currencies 
other than U.S. dollars. The aggregate amount of nonrecourse debt 
securities, to persons other than Applicants, will not be more than 
$600 million outstanding at any one time and not more than $400 million 
denominated in currencies other than U.S. dollars.
    The recourse to the Applicants will be in the form of the 
guarantees and assumptions of liability and will be included within the 
Applicants overall investment authorization limit or $200 million. In 
any case in which the Applicants directly or indirectly own less than 
all of the equity interests of an Intermediate Company, only that 
portion of the recourse or non-recourse indebtedness of such 
Intermediate Company equal to the Applicants' equity ownership 
percentage shall be included for purposes of the foregoing limitations.
    The Applicants assert that the amount and type of such securities, 
and the terms thereof, including (in the case of any indebtedness) 
interest rate, maturity, prepayment of redemption privileges, and the 
forms 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.
    Notwithstanding the foregoing, the Applicants state that no equity 
security having a stated par value would be issued or sold by an 
Intermediate Company for a consideration that is less than such par 
value; and that any note, bond or other evidence of indebtedness issued 
or sold by any Intermediate Company will mature not later than 30 years 
from the date of issuance thereof, and will bear interest at a rate not 
to exceed the following: (1) 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 activity traded, non-callable, U.S. Treasury 
note having a maturity equal to the average life of such note, bond or 
other indebtedness (the ``Applicable Treasury Rate''), or at a floating 
rate not to exceed 6.5% over the Applicable Prime Rate; and (2) 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 (interpolated if necessary) or 
Applicable Prime Rate, as the case may be.
    In connection with the issuance of any debt securities by any 
Intermediate Company, it is anticipated that such Intermediate Company 
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 
Project that it owns, including a security interest in any 
distributions from any such Exempt Project, and/or a collateral 
assignment of its rights under and interests in other property, 
including rights under contracts.
    The Applicants are also requesting authorization for Intermediate 
Companies to effect adjustments in the respective ownership interests 
in any Exempt Project held by the Applicants and unaffiliated co-
investors and to facilitate a partial sale of an interest in any such 
Exempt Project. In addition, the Applicants also request authority to 
participate directly or through Intermediate Companies in joint 
ventures with non-associates which join ventures are in the business of 
researching investment opportunities in, and owning and developing 
Exempt Projects. The Applicants also request authority to liquidate, 
dissolve or sell any Intermediate Company within 45 days after the 
Applicants determine that the purpose for owning such Intermediate 
Company no longer exists unless the Applicants determine that such 
Intermediate Company may be used in connection with a proposal or plan 
to develop or acquire an interest in a different Exempt Project.
    The Applicants request authorization for Charter Oak employees (who 
are employees of Northeast Utilities Service Company) or other NU 
Service Company employees (collectively, ``Service Company Employees'') 
to provide a de minimis amount of services to affiliated Intermediate 
Companies, EWGs (both foreign and domestic) and FUCOs, subject to 
certain limitations.
    The services to be rendered to affiliated Intermediate Companies, 
EWGs and FUCOs by Service Company Employees include: management, 
administrative, legal, tax, and financing advice, accounting, 
engineering consulting, software development and language skills. The 
total number of Service Company Employees engaged in rendering such 
services will not exceed, in the aggregate, 0.5% of the total NU 
holding company system's employees and no more than 1% of the total of 
Service Company Employees at any one time.
    The provision of services to affiliated domestic EWGs and 
Intermediate Companies will be made at cost pursuant to Section 13(b) 
of the Act. Applicants request authority to provide such services at 
market rates to affiliated foreign EWGs, Foreign Intermediate Companies 
and FUCOs, which are companies that do not derive, directly or 
indirectly, any material part of their income from sources within the 
United States and are not public-utility companies operating in the 
United States.

Ohio Valley Electric Corporation (70-8527)

    Ohio Valley Electric Corporation (``Ohio Valley''), P.O. Box 468, 
Piketon, Ohio 45661, an electric public-utility subsidiary company of 
American Electric Power Company, Inc., a registered holding company, 
has filed a declaration under sections 6(a) and 7 of the Act.
    Ohio Valley proposes to incur short-term debt through the issuance 
and sale of notes (``Notes''), prior to January 1, 1997, to banks in an 
aggregate amount not to exceed $25 million outstanding at any one time. 
It is stated that the Notes will mature not more than 270 days after 
issuance, and no note will mature later than June 30, 1997. Notes will 
bear interest at an annual rate not greater than the bank's prime 
commercial rate. Such credit arrangements may require the payment of a 
fee that is not greater than \1/5\ of 1% per annum of the size of the 
line of credit made available by the bank and the maintenance of 
additional balances of not greater than 20% of the line of credit.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29466 Filed 11-29-94; 8:45 am]
BILLING CODE 8010-01-M