[Federal Register Volume 59, Number 236 (Friday, December 9, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-30262]


[[Page Unknown]]

[Federal Register: December 9, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26180]

 

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

December 2, 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 27, 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 Service Co., et al.

[70-8515]

    Northeast Utilities Service Company (``NUSCO''), Northeast Nuclear 
Energy Company (``NNECO''), and North Atlantic Energy Service 
Corporation (``North Atlantic''), service company subsidiaries of 
Northeast Utilities (``NU''), a registered holding company, and 
Connecticut Yankee Atomic Power Company (``CYAPCO''), an electric 
public-utility company subsidiary of NU, all located at 107 Selden 
Street, Berlin, Connecticut 06037, have filed an application-
declaration under sections 6(a), 7, 9(a), 10, and 12(c) of the Act and 
rule 42 thereunder.
    NNECO, North Atlantic, and CYAPCO seek to acquire, through NUSCO, 
acting on behalf of such companies, up to 40,000 common shares of NU, 
$5.00 par value (``Common Shares''), through open market purchases to 
be effected by NUSCO from time-to-time prior to December 31, 2004. 
Common Shares will be awarded as part of special compensation packages 
which will be offered to certain highly-valued employees who are 
subject to recruitment by competitors.
    At the beginning of each of four successive years, beginning 
January 1, 1994, each affected employee will be credited with a number 
of Common Share equivalent units (``Share Equivalent Units'') of market 
value equal to twenty-five percent (25%) of the ``going rate'' of the 
employee's salary grade for that year. The market value will be 
determined with reference to the market price of a Common Share at the 
time Share Equivalent Units are credited under this program.
    The Share Equivalent Units will be restricted, in that each grant 
will vest in five equal annual installments beginning on the first 
anniversary of each grant. Additional Share Equivalent Units will be 
credited from time to time to reflect dividends on Common Shares as if 
the Share Equivalent Units had been Common Shares enrolled in the 
Northeast Utilities Dividend Reinvestment Plan. ``Dividend'' units will 
vest on the same schedule as the underlying units, and will also be 
subject to the same restrictions. As Share Equivalent Units vest, they 
will be paid out to the employees in the form of Common Shares. These 
shares will be purchased on the open market by NUSCO on behalf of 
NNECO, North Atlantic and CYAPCO.
    NUSCO expects to purchase the Common Shares needed when units vest 
under this program on or about the first business day of each year, 
except that for units vesting on January 1, 1995, for the initial grant 
deemed to be made January 1, 1994, Common Shares will not be purchased 
prior to approval of this application-declaration by the Commission.

Central and South West Corporation, et al.

[70-8517]

    Central and South West Corporation (``CSW'') and Central and South 
West Services, Inc. (``CSWS''), both at 1616 Woodall Rodgers Freeway, 
P.O. Box 660164, Dallas, Texas 75202, have filed a declaration under 
Section 13(b) and Rules 80 through 94 thereunder.
    In November 1993, CSW announced its intention to undertake a 
restructuring designed to consolidate and restructure its operations in 
order to meet the challenges of the changing electric utility industry 
and to compete effectively in the years ahead. The restructuring is a 
response to two major factors: a long-term reduction in the rate of 
growth in the use of electricity and increasing competition among 
suppliers as a result of the Energy Policy Act of 1992. CSW and CSWS 
are seeking authorization concerning certain aspects of the 
restructuring of CSW's business and centralization of certain service 
and management functions in CSWS (the ``Restructuring'').
    CSWS provides services to CSW's four electric public-utility 
companies--Central Power and Light Company, a Texas corporation, Public 
Service Company of Oklahoma, an Oklahoma corporation, Southwestern 
Electric Power Company, a Delaware corporation, and West Texas 
Utilities Company, a Texas corporation (the ``Electric Operating 
Companies''). The underlining goal of the Restructuring is to enable 
the Electric Operating Companies to focus on and be accountable for 
serving the customer.
    The Restructuring is designed to consolidate and centralize in CSWS 
certain functions separately performed by each of CSW's four Electric 
Operating Companies. The Restructuring shifts certain management 
functions relating to the operation of power plants, engineering 
activities and certain administrative and support functions from the 
Electric Operating Companies to CSWS, thereby reducing costs and 
freeing the Electric Operating Companies to focus on customer service, 
marketing and economic development.
    The Restructuring establishes new functional business units but 
does not involve the formation of new entities and will not require 
utility assets to be transferred among companies within the CSW system.

CINergy Corp.

[70-8521]

    CINergy Corp. (``CINergy''), 139 East Fourth Street, Cincinnati, 
Ohio 45202, a Delaware corporation and a registered public utility 
holding company, has filed a declaration under Sections 6(a) and 7 of 
the Act.
    CINergy requests authorization to issue and sell, from time to time 
through January 31, 1997, in an aggregate principal amount at any one 
time outstanding not to exceed $375 million, (a) unsecured short-term 
promissory notes to banks and other financial institutions, (b) 
commercial paper to commercial paper dealers and financial 
institutions, and (c) unsecured demand promissory notes to banks 
evidencing CINergy's reimbursement obligation in respect of letters of 
credit issued by such banks on CINergy's behalf.
    On October 24, 1994, by virtue of the consummation of the business 
combination of PSI Resources, Inc. (``Resources'') and The Cincinnati 
Gas & Electric Company (``CG&E''), authorized by the Commission in an 
order dated October 21, 1994 (HCAR No. 26146), CINergy succeeded to the 
rights and obligations of Resources under a Credit Agreement 
(``Barclays Credit Agreement''), dated as of September 27, 1994, 
between Resources, Barclays Bank PLC, New York Branch (``Barclays''), 
and Citibank, N.A., as co-agents, Barclays, as administrative agent, 
and various banks as lenders.
    Under the Barclays Credit Agreement, the lenders have committed to 
advance up to $100 million as short-term borrowings on a revolving 
credit basis or as participants in unsecured standby letters of credit. 
This commitment may be increased under certain circumstances up to $300 
million. Any advance under the Barclays Credit Agreement would have a 
maturity not to exceed 270 days from the date such advance was made or 
the termination of the commitments under the Barclays Credit Agreement, 
if earlier. All commitments under the Barclays Credit Agreement will 
terminate on September 27, 1997 or, in the event CINergy extends the 
termination date in conformance with the Barclays Credit Agreement, one 
year thereafter.
    From time to time, up to the entire amount of the unused 
commitments then in effect under the Barclays Credit Agreement may be 
utilized by CINergy, under certain circumstances, in the form of 
unsecured standby letters of credit. Any such letter of credit would 
have a stated expiration date not later than one year from the date of 
issuance. CINergy would have to repay on demand any amounts drawn under 
such letters credit. However, if the conditions set forth in the 
Barclays Credit Agreement for an extension were satisfied on the date 
an unreimbursed amount was drawn under a letter of credit, such 
unreimbursed amounts will be deemed to constitute an advance maturing 
on the first March 31st, June 30th, September 30th or December 31st to 
occur thereafter.
    Subject to the above $375 limitation on aggregate outstanding 
principal amount, CINergy further requests authorization to issue and 
sell short-term unsecured promissory notes, from time to time through 
January 31, 1997, in addition to those issued pursuant to the Barclays 
Credit Agreement, under one or more bilateral credit facilities (each 
an ``Additional Credit Facility'') that CINergy proposes to establish 
with banks or other lending institutions. Any advances under such 
additional CINergy credit facilities would mature no later than three 
years from the date of such advance.
    Subject to the above stated $375 million limitation, CINergy 
further proposes to arrange, from time to time through January 31, 
1997, for the issuance of letters of credit on its behalf (each an 
``Additional Letter of Credit''). Each Additional Letter of Credit 
would be in addition to those issues pursuant to the Barclays Credit 
Agreement. CINergy would issue an unsecured demand promissory note to 
any issuing banks to evidence CINergy's reimbursement obligation 
related to such Additional Letter of Credit. Each such letter of credit 
will have a stated expiration date not later than one year from the 
date of issuance thereof (subject to extension of no more than two 
years under certain circumstances. CINergy will be required to repay 
amounts drawn under such Additional Letter of Credit on demand.
    Subject to the $375 million limitation on aggregate sell, from time 
to time through January 31, 1997, commercial paper to commercial paper 
dealers and to certain financial institutions. The proposed commercial 
paper will be in the form of unsecured promissory notes with varying 
maturities not to exceed 270 days.
    The proceeds of borrowings and reborrowings by CINergy under the 
Barclays Credit Agreement and any Additional Credit Facilities as 
described above, together with the proceeds of any commercial paper 
issued and sold by CINergy will be used as follows: CINergy would use 
such proceeds for (1) retirements or rollovers of outstanding advances 
under the Barclays Credit Agreement and any Additional Credit 
Facilities, (2) unsecured short-term loans, open account advances, and 
capital contributions to CINergy's direct and indirect wholly owned 
public-utility subsidiaries and CINergy's service company subsidiary, 
CINergy Services, Inc., (3) loans through the intrasystem money pool to 
be established for the CINergy system to CINergy subsidiary companies 
that will participate therein, (4) investments in exempt wholesale 
generators (``EWGs'') and foreign utility companies (``FUCOs'') as 
defined in Sections 32 and 33, respectively, of the Act, (5) 
investments in nonutility businesses, and (6) general corporate 
purposes; provided, however, that CINergy will not use the proceeds for 
the purposes specified in clauses (2) through (6) above without 
requisite Commission approval.
    Letters of credit under the Barclays Credit Agreement and 
Additional Letters of Credit would be arranged by CINergy in connection 
with the ongoing business activities of the CINergy system. No such 
letters of credit will be obtained by CINergy with respect to 
investments in EWGs and FUCOs without requisite Commission approval.

Consolidated Natural Gas Co., et al.

[70-8525]

    Consolidated Natural Gas Company (``Consolidated''), CNG Tower, 625 
Liberty Avenue, Pittsburgh, Pennsylvania, 15222-3199, a registered 
holding company, and its wholly owned nonutility subsidiary, CNG Energy 
Company (``CNG Energy''), CNG Tower, 625 Liberty Avenue, Pittsburgh, 
Pennsylvania, 15222-3199, have filed an application-declaration under 
sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 43 and 45 
thereunder.
    CNG Energy proposes to purchase interests in a Texas limited 
partnership, Bear Mountain Limited (``Partnership''), which owns an 
independent power project (``Facility'') that will be a qualified 
cogeneration facility under the Public Utility Regulatory Policies Act 
of 1978. CNG Energy would acquire a limited partnership interest in the 
Partnership and would incorporate and finance a new subsidiary, CNG 
Bear Mountain, Inc. (``CNG Bear'') to acquire a general partnership 
interest in the Partnership. CNG Bear will be incorporated in Texas and 
will have authorized capital stock of $1 million--100 shares of common 
stock ($10,000 par value).
    The Facility is a 48.1 megawatt natural gas turbine facility that 
will provide thermal energy for enhanced oil recovery activities of 
Shell Western E&P, Inc. The Facility, located in Bakersfield, 
California, is scheduled to be completed in April 1995. The total cost 
of the Facility will be approximately $58 million. The Partnership has 
a long-term contract with Pacific Gas & Electric Company for sale of 
electric power from the Facility.
    CNG Energy proposes to purchase a 49% limited partnership interest 
in the Partnership for up to $6.86 million and to have CNG Bear buy a 
1% general partnership interest in the Partnership for up to $140,000. 
The aggregate consideration to be paid for all of the partnership 
interests will thus not exceed $7 million.
    The Partnership has entered into a loan agreement (``Agreement'') 
to finance the project with Union Bank and a group of lenders 
(``Lenders''). The Agreement will be in place during a construction 
phase estimated not to exceed 1.5 years and a permanent phase of up to 
15 years. The construction phase will be financed by a $57.225 million 
non-recourse construction loan made to the Partnership pursuant to the 
Agreement. This loan has a floating annual interest rate expected to be 
7% for the life of the loan.
    After the construction phase, that portion of the construction loan 
to be permanently financed will be converted into a non-recourse long-
term loan of up to $45.225 million for up to 15 years at an annual 
interest rate of 9.3% to 9.8%. The remainder of the construction loan 
will be repaid from partner equity contributions aggregating $12 
million, which would include the $7 million to be invested by CNG 
Energy and CNG Bear. The Lenders will also make up to $3 million in 
revolving credit loans available to the Partnership for a period of 15 
years after conversion to permanent financing to provide working 
capital. The revolving credit loan interest rate will vary from .25% to 
1.875% over a base market rate depending on the base rate selected and 
the time the loans were made.
    CNG Energy and CNG Bear will enter into equity contribution 
agreements with the Lenders and will be required to obtain bank letters 
of credit (``LOCs'') to support their individual equity commitments, 
which will not exceed $6.86 million for CNG Energy and $140,000 for CNG 
Bear. Consolidated will guarantee the payment of the equity 
contribution commitments of CNG Energy and CNG Bear and will have the 
option to replace such guarantee with an LOC. None of the LOCs to which 
Consolidated, CNG Energy or CNG Bear will be a party will have fees in 
excess of 1% of the amount of commitment.
    CNG Energy will raise funds for the purposes described through 
sales of shares of its common stock ($1,000 par value), open account 
advances, and/or long-term loans from Consolidated. Open account 
advances will be repaid within one year from the date of the first 
advance with interest at the same effective rate of interest as the 
weighted average effective rate of Consolidated for commercial paper 
and/or revolving credit borrowings. If no such borrowings are 
outstanding, the interest rate shall be predicated on the effective 
rate of interest for Federal Funds quoted daily by the Federal Reserve 
Bank of New York.
    Consolidated also may make long-term loans to CNG Energy. Loans 
shall be evidenced by long-term non-negotiable notes maturing within 
thirty years, with interest equal to the cost of funds for Consolidated 
for comparative borrowings. In the Event Consolidated 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 similar publication on the 
date nearest to the time of takedown.
    Consolidated will obtain the funds required for CNG Energy through 
internal cash generation, issuance of long-term debt securities, 
borrowings under credit agreements or through other authorizations 
approved by the Commission. Consolidated also seeks authorization to 
make guarantees and/or obtain LOCs of up to $7 million with respect to 
the obligations of CNG Energy and/or CNG Bear as necessary to support 
debt service and other obligations of the Partnership. CNG Energy would 
also have the authorization to make guarantees and/or obtain an LOC of 
up to $140,000 with respect to obligations of CNG Bear.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-30262 Filed 12-8-94; 8:45 am]
BILLING CODE 8010-01-M