[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