[Federal Register Volume 60, Number 33 (Friday, February 17, 1995)]
[Notices]
[Pages 9419-9421]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3976]



-----------------------------------------------------------------------


SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26231]


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

February 10, 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 [[Page 9420]] March 6, 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.

Allegheny Power System, Inc. (70-8553)

    Allegheny Power System, Inc. (``APS''), 12 East 49th Street, New 
York, New York 10017, a registered holding company, has filed a 
declaration under sections 6(a) and 7 of the Act.
    By prior Commission orders in this matter, dated August 5, 1977, 
April 29, 1980, June 23, 1983, June 19, 1984, March 17, 1987 and 
September 14, 1990 (HCAR Nos. 20131, 21542, 22985, 23333, 24344 and 
25150), APS was authorized to issue and sell a total aggregate number 
of 12 million shares of its common stock (``Common''), par value $2.50 
per share, to its Dividend Reinvestment and Stock Purchase Plan 
(``Dividend Reinvestment Plan'') and to its Employee Stock Ownership 
and Savings Plan (``ESOSP''). Pursuant to Commission order dated 
October 21, 1993 (HCAR No. 25911), authorizing a 2 for 1 stock split 
effective November 4, 1993, the aggregate number of shares of Common 
was increased to 24,000,000 shares of Common, par value $1.25. As of 
December 30, 1994, APS has issued 18,294,149 and 4,654,343 shares of 
Common to the Dividend Reinvestment and ESOSP plans, respectively.
    APS now proposes to issue up to 6,025,000 additional shares of its 
authorized and unissued Common, par value $1.25 per share, as follows: 
five million shares under its Dividend Reinvestment Plan; one million 
shares under its ESOSP; and 25,000 shares under its new Restricted 
Stock Plan for Outside Directors (``Outside Directors Plan''), which 
has been approved by the Board of Directors and does not require 
shareholder approval.
    The Common will be sold to the Dividend Reinvestment Plan at a 
price equal to the average of the daily high and low sales prices of 
APS Common as published in the Wall Street Journal Report of New York 
Stock Exchange Composite Transactions for the ten trading days prior to 
the dividend payment date. The Common will be awarded yearly to the 
Outside Directors as part of their compensation, and will be subject to 
certain restrictions.

NCP Energy, Inc. (70-8561)

    NCP Energy, Inc. (``NCP''), One Upper Pond Road, Parsippany, New 
Jersey 07054, a nonutility subsidiary of General Public Utilities 
Corporation (``GPU''), a registered holding company, has filed an 
application under sections 9(a) and 10 of the Act.
    By order dated May 17, 1994 (HCAR No. 26053), Energy Initiatives, 
Inc. (``EII''), a nonutility subsidiary of GPU, was authorized to 
acquire from North Canadian Resources, Inc. (``NCRI'') all of the 
common stock of North Carolina Power Incorporated (since renamed NCP). 
At the closing, the requisite third party consents (``Requisite 
Consents'') to the acquisition of NCRI's interest in the Syracuse 
Cogeneration Project, which was held by NCRI's subsidiaries, Syracuse 
Investment, Inc. (``SII'') and NCP Syracuse, Inc., had not been 
obtained. Consequently, SII and NCP Syracuse, Inc. were excluded from 
the acquisition pending receipt of the Requisite Consents. Pursuant to 
an amendment to the acquisition agreement and due to an inability to 
obtain the Requisite Consents, EII subsequently agreed to acquire from 
SII: (i) a 4.9% limited partnership interest in Syracuse Orange 
Partners, L.P. (``SOP''), a Delaware limited partnership holding an 89% 
limited partnership interest in Project Orange Associates, L.P., a 
Delaware limited partnership and the owner of the Syracuse Cogeneration 
Project; and (ii) the right to receive distributions 
(``Distributions'') from the balance of SII's limited partner interest 
in SOP. NCRI has agreed to issue to NCP a promissory note (``Note'') to 
evidence NCP's right to receive the Distributions.
    NCP proposes to acquire the Note from NCRI. The Note has an initial 
principal balance of $2,722,500 and is payable in installments with a 
final maturity of December 31, 2032. The Note bears interest at the 
rate of 10.6% per annum, compounding monthly to the extent not paid. 
Since the Note evidence NCP's right to receive Distributions, principal 
and interest are payable under the Note only if and to the extent that 
SII receives Distributions from SOP.

General Public Utilities Corporation (70-8569)

    General Public Utilities Corporation (``GPU''), 100 Interpace 
Parkway, Parsippany, New Jersey 07054, a registered holding company, 
has filed a declaration under sections 6(a), 7 and 12(e) of the Act and 
rules 62 and 65 thereunder.
    GPU proposes to amend its Articles of Incorporation to (1) increase 
the number of authorized shares of GPU common stock, $2.50 par value, 
from 150,000,000 to 350,000,000 and (2) eliminate preemptive rights of 
GPU shareholders. GPU proposes to present these amendments for action 
by its shareholders at GPU's annual meeting of shareholders to be held 
on May 4, 1995, and seeks authorization to solicit proxies from 
shareholders in connection with this meeting.
    GPU states that it has 115,214,219 shares of its common stock 
issued and outstanding at January 31, 1995, leaving 34,785,781 shares 
available for issuance. GPU proposes to increase the number of 
authorized but unissued shares to provide flexibility to issue 
additional common stock to finance subsidiaries' construction programs; 
to make cash capital contributions to its nonutility subsidiaries in 
connection with the development of and investment in qualifying 
facilities, exempt wholesale generators and foreign utility companies; 
to meet general corporate requirements, including requirements under 
GPU's dividend reinvestment plan and benefit plans; to effect a stock 
split or stock dividend if the board of directors deems it advisable in 
the future; and to engage in other transactions requiring the issuance 
of common stock. If the proposed amendment is adopted, issuances of the 
additional authorized shares of common stock will not require further 
shareholder approval (unless otherwise required by law, the Articles of 
Incorporation or applicable securities exchange requirements), but 
issuances of additional common stock will be subject to the approval of 
the Commission under the Act.
    GPU also proposes to eliminate a provision in its Articles of 
Incorporation that prohibits GPU from issuing a significant number of 
shares of additional common stock for cash except through a public 
offering without obtaining prior shareholder approval or first offering 
its shareholders the right to subscribe to purchase such additional 
shares. GPU states that these limited preemptive rights are no longer a 
significant benefit to shareholders and that elimination of these 
rights will give GPU greater flexibility to finance its capital 
requirements.
    GPU proposes to submit the amendments for action at its annual 
meeting of shareholders to be held May 4, 1995, and to solicit proxies 
from shareholders in connection with the meeting. GPU states that 
adoption of [[Page 9421]] each amendment requires the affirmative vote 
of the holders of a majority of the outstanding share of common stock 
entitled to vote at the annual meeting.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-3976 Filed 2-16-95; 8:45 am]
BILLING CODE 8010-01-M