[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