[Federal Register Volume 60, Number 8 (Thursday, January 12, 1995)]
[Notices]
[Pages 3019-3020]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-813]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26214]


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

January 6, 1995.
    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 January 30, 1995, 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.

Appalachian Power Company, et al. (70-8503)

    Appalachian Power Company (``APCo''), 40 Franklin Road, Roanoke, 
Virginia 24022, a public utility subsidiary of American Electric Power 
Company, Inc., a registered holding company (``AEP'') and Kanawha 
Valley Power Company (``KVPCo''), 1 Riverside Plaza, Columbus, Ohio 
25327, a subsidiary of APCo, have filed an application and declaration 
pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and Rule 43 
thereunder.
    APCo owns all of the outstanding shares of stock of KVPCo. KVPCo 
owns and operates hydroelectric power facilities in West Virginia and 
sells that power to APCo. APCo and KVPCo propose that KVPCo merge with 
and into APCo, the separate corporate existence of KVPCo will cease, 
and that APCo will be the continuing and surviving corporation (the 
``Surviving Corporation''). As a result of such merger, APCO will 
acquire all of the assets and assume all of the liabilities of KVPCo.
    At the time of such merger, each outstanding share of capital stock 
of APCo will continue to be one outstanding share of stock of the 
Surviving Corporation and will continue to have the same rights, 
privileges and preferences as before the Merger. Each outstanding share 
of capital stock of KVPCo will be cancelled and extinguished.

General Public Utilities Corporation, et al. (70-8537)

    General Public Utilities Corporation (``GPU''), 100 Interpace 
Parkway, Parsippany, New Jersey 07054, a registered holding company, 
and Energy Initiatives, Inc. (``EI''), One Upper Pond Road, Parsippany, 
New Jersey 07054, a non-utility subsidiary of GPU, have filed an 
application-declaration under sections 6(a), 7, 9(a), 10 and 12(b) of 
the Act and rules 45 and 54 thereunder.
    EI proposes from time to time through January 31, 2002 to acquire 
limited partner interests in EnviroTech Investment Fund I Limited 
Partnership, a Delaware partnership, and any successor or affiliated 
limited partnership having substantially similar investment objectives 
and terms (the EnviroTech Investment Fund I Limited Partnership and all 
such successor or affiliated limited partnership's are herein 
collectively referred to as the ``EnviroTech Partnership''). The amount 
of all such purchases by EI will, in the aggregate, not exceed $10 
million.
    In addition, GPU proposes from time to time through such date to 
make capital contributions of up to $10 million to EI for purposes of 
making such acquisitions. The interests to be acquired by EI will in 
the aggregate represent not more than 9.9% of the limited partner 
interests in any EnviroTech Partnership. The sole general partner of 
the EnviroTech Partnership (``General Partner'') will be Advent 
International Limited Partnership, a Delaware limited partnership, of 
which Advent International Corporation (``AIC'') is the general 
partner. AIC is a venture capital investment firm.
    A key objective of the EnviroTech Partnership is to make 
investments in companies (each a ``Portfolio Company'') that will 
contribute to the reduction, avoidance or sequestering of greenhouse 
gas emissions; help utilities and their customers handle waste by-
products more effectively or produce or manufacture goods or services 
more cost effectively; improve the efficiency of the production, 
storage, transmission, and delivery of energy; and provide investors 
with attractive opportunities relating to the evolving utility business 
climate which meet the above objectives.
    In selecting suitable investments, the EnviroTech Partnership will 
focus on the following technology sectors, among others: alternate and 
renewable energy technologies; environmental and waste treatment 
technologies and services; energy efficiency technologies, processes 
and services; electrotechnologies used in the reduction of medical 
waste; technologies and processes promoting alternative energy for 
transportation; and other technologies related to improving the 
generation, transmission and delivery of electricity.
    The term of the EnviroTech Partnership is 10 years from the date of 
the partnership agreement, subject to extension for up to two years 
upon agreement of the General Partner and limited partners holding 
66\2/3\% of the combined capital contributions of all limited partners. 
Subject to certain limitations set forth in the partnership agreement, 
the management, operation, and implementation of policy of the 
EnviroTech Partnership will be vested exclusively in the General 
Partner. Among other powers, the General Partner will have discretion 
to invest the partnership's funds in accordance with investment 
guidelines. The investment guidelines may be amended or modified only 
upon the affirmative vote of limited partners representing at least 75% 
of the commitments of all limited partners.
    Under the terms of the partnership agreement the General Partner 
will be paid an annual management fee equal to 2\1/2\% of the total 
amount of the capital commitments of the partners through the first six 
years, thereafter declining by \1/4\ of 1% on each anniversary to 1.5% 
commencing on the ninth anniversary date. In addition, the General 
Partner shall be entitled to reimbursement for all reasonable expenses 
incurred in the organization of the EnviroTech Partnership up to 
$195,000, and for other third party expenses incurred on behalf of the 
EnviroTech Partnership.
    All EnviroTech Partnership income and losses (including income and 
losses deemed to have been realized when securities are distributed in 
kind) will generally be allocated 80% to and [[Page 3020]] among the 
limited partners and 20% to the General Partner. All cash distributions 
to the partners shall be made first to the limited partners until such 
time as the limited partners shall have received aggregate 
distributions equal to the aggregate of their respective capital 
contributions, and thereafter 20% to the General Partner and 80% to the 
limited partners. Distributions in kind of the securities of Portfolio 
Companies that are listed on or otherwise traded in a recognized over-
the-counter or unlisted securities market may be made at the option of 
the General Partner.
    The Partnership Agreement also provides that in the event it is 
likely that an investment by the EnviroTech Partnership would cause a 
limited partner (``Conflicted Partner'') to violate, among other 
things, any law or regulation, under certain circumstances other 
limited partners (each, a ``Purchasing Partner'') may purchase from the 
Conflicted Partner a proportionate interest in such an investment by 
delivering to the Conflicted Partner a note in the principal amount of 
the Conflicted Partner's capital contributions attributable to the 
portion of such interest in the investment being purchased. Such note 
will be non-recourse to the Purchasing Partner and will bear interest 
at a rate equal to 200 basis points over comparable U.S. Treasury 
obligations having a five year maturity, such interest and principal 
being payable only to the extent that the Purchasing Partner receives 
distributions or payments attributable to the interest purchased.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-813 Filed 1-11-95; 8:45 am]
BILLING CODE 8010-01-M