[Federal Register Volume 60, Number 116 (Friday, June 16, 1995)]
[Notices]
[Pages 31740-31744]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-14748]



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

SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26304]


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

June 9, 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 July 3, 1995, 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.

The Southern Company, et al. (70-8505)

    The Southern Company (``Southern''), 64 Perimeter Center East, 
Atlanta, Georgia 30346, a registered holding company, and its 
nonutility subsidiary companies, Southern Electric International, Inc. 
(``Southern Electric'') and Mobile Energy Services Holdings, Inc. 
(``Mobile Energy''), each of 900 Ashwood Parkway, Suite 500, Atlanta, 
Georgia 30338 (collectively, ``Applicants'') have filed a post-
effective amendment under sections 6(a), 7, 9(a), 10, 12(b), 12(c) and 
12(d) of the Act and rules 43, 45, 46 and 54 thereunder.
    By order dated December 13, 1994 (HCAR No. 26185) (``December 1994 
Order''), Southern was authorized to organize and acquire all of the 
common stock of Mobile Energy.\1\ The December 1994 Order also 
authorized Mobile Energy to acquire the energy and recovery complex 
(``Energy Complex'') at Scott Paper Company's (``Scott's) Mobile, 
Alabama paper and pulp mill.

    \1\On May 17, 1995, Mobile Energy Services Company, Inc. changed 
its corporate name to Mobile Energy Services Holdings, Inc. Mobile 
Energy and southern Electric have been added as applicants/
declarants under this post-effective amendment.
---------------------------------------------------------------------------

    At the acquisition closing, Mobile Energy purchased the Energy 
Complex from Scott and assumed Scott's obligations relating to $85 
million outstanding principal amount of variable-rate solid waste 
revenue refunding bonds due 2019 (``Tax-Exempt Bonds'') issued by The 
Industrial Development Board of the City of Mobile, Alabama 
(``Board''). Southern funded the purchase price in part by making a 
$190 million interim loan as evidenced by Mobile Energy's promissory 
note (``Interim Note'').
    Under the December 1994 Order, Mobile Energy was also authorized to 
enter into two separate interest rate swap agreements to hedge against 
adverse interest rate movements pending conversion or reissuance of the 
Tax-Exempt Bonds on a non-recourse basis\2\ and the proposed sale of up 
to $230 million of senior secured non-recourse notes of Mobile Energy. 
On December 19, 1994, Mobile Energy entered into two separate interest 
rate hedging agreements with Barclays Bank PLC.

    \2\Under the December 1994 Order, Mobile Energy is authorized to 
enter into agreements with the Board pursuant to which the Board 
would issue a new series of fixed-rate Tax-Exempt Bonds, the 
proceeds of which would be applied to redeem the outstanding Tax-
Exempt Bonds.
---------------------------------------------------------------------------

    Applicants now propose to change the ownership structure of the 
Energy Complex and the financing and credit support proposals described 
in the December 1994 Order.

[[Page 31741]]

    It is proposed that Mobile Energy and Southern Electric organize a 
new subsidiary of Mobile Energy to be named Mobile Energy Services 
Company, L.L.C. (``Project Company'') and that Mobile Energy transfer 
ownership of the Energy Complex and related assets to Project Company. 
In addition, it is proposed that Project Company assume all liabilities 
and obligations of Mobile Energy relating to the Energy Complex, 
including liabilities under the Interim Note and under agreements with 
the Board, Scott and S.D. Warren Company (``Mill Owners''), and other 
third parties.
    It is also proposed that Mobile Energy declare and pay to Southern 
a dividend in the form of a 1% membership interest in Project Company, 
which Southern will contribute to Southern Electric, so that Mobile 
Energy will hold 99% and Southern Electric will hold 1% of Project 
Company's membership interests.
    Applicants also propose that Project Company issue, and Mobile 
Energy guaranty, up to $240 million principal amount of first mortgage 
bonds (``First Mortgage Bonds'') plus such additional principal amount 
of First Mortgage Bonds as may be required to fund (from the net 
proceeds thereof) the cost, if any, of terminating the outstanding 
interest rate hedging agreements between Mobile Energy and Barclays 
Bank PLC. The net proceeds from the sale of the First Mortgage Bonds 
(after deduction of the underwriting commission), together with other 
available funds, will be used: (i) to repay the Interim Note ($190 
million, exclusive of interest) and return to Southern approximately 
$4.5 million of paid-in capital; (ii) to pay to Southern electric 
approximately $10.5 million, representing amounts paid or incurred by 
Southern Electric as preliminary project development costs and as costs 
paid or incurred by Southern Electric under the Facility Operations and 
Maintenance Agreement between Southern Electric and Mobile Energy; 
(iii) to finance the balance of the costs of certain capital 
improvements (estimated at approximately $12.7 million) required under 
the terms of certain project agreements to be made to the Energy 
Complex; (iv) to pay certain development and start-up costs aggregating 
approximately $1.3 million; (v) to pay certain financing costs 
aggregating approximately $2 million; and (vi) to fund the termination 
payment, if any, under the two interest rate hedging agreements.
    Applicants propose that Project Company issue the First Mortgage 
Bonds in one or more series on or before December 31, 1995. The First 
Mortgage Bonds will be issued pursuant to any indenture (``Indenture'') 
among Project Company, Mobile Energy, as guarantor, and First Union 
National Bank of Georgia, as trustee (``Trustee''). The bonds will have 
final maturities of from 10 to 22 years from financial closing and a 
weighted average life of from 12 to 15 years; will bear interest at a 
fixed rate to be determined on or before the date of financial closing 
that will not exceed the sum of the yield to maturity of an actively 
traded U.S. Treasury bond with a maturity equal to the weighted average 
life of the First Mortgage Bonds, plus 3-\3/4\%; and may not provide 
for optional redemption prior to final maturity. Project Company's 
obligations under the First Mortgage Bonds will be unconditionally 
guaranteed by Mobile Energy.
    It is stated that the First Mortgage Bonds will be sold to a group 
of underwriters to be led by Goldman, Sachs & Co. pursuant to an 
Underwriting Agreement and reoffered by such underwriters in part 
directly to the public and in part to certain securities dealers. It is 
anticipated that the First Mortgage Bonds will be rated ``investment 
grade'' by one or more of the nationally recognized independent rating 
agencies.
    Applicants alternatively propose that the First Mortgage Bonds may 
be sold pursuant to a bond purchase agreement to one or more 
institutional purchasers in an offering that is intended to qualify for 
an exemption from registration under the Securities Act, or pursuant to 
an underwriting agreement with one or more underwriters for resale to 
qualified institutional buyers pursuant to rule 144A of the Securities 
Act. If the First Mortgage Bonds are not sold in a registered public 
offering, the terms of the bond purchase or underwriting agreement may 
include registration rights.
    Applicants also propose that Project Company enter into agreements 
with the Board for the issuance of a new series of Tax-Exempt Bonds, 
subject to all other terms and conditions set forth in the December 
1994 Order.
    In addition, it is proposed that Project Company enter into a 
working capital facility (``Working Capital Facility'') with one or 
more commercial banks or other institutional lenders, pursuant to which 
Project Company may make borrowings from time to time through 2019 in 
an aggregate principal amount of up to $15 million at any time 
outstanding, as such amount may be escalated for inflation.
    Borrowings under the Working Capital Facility generally will be 
used by Project Company to pay for operations and maintenance costs and 
other routine expenses incurred by Project Company. Each loan under the 
Working Capital Facility will have a maturity date no later than 90 
days after the date of borrowing, and no more than $5 million of such 
loans may be scheduled to mature during any 30-day period. Under the 
terms of the Working Capital Facility, Project Company will be required 
to repay all amounts advanced so that no amounts are outstanding 
thereunder once during each fiscal year (other than 1995) for a period 
of at least five consecutive days.
    Authorization is requested for either Southern or Project Company 
to enter into a dedicated revolving credit facility (``Major 
Maintenance Facility'') with one or more commercial banks or other 
institutional lenders to fund certain major maintenance reserve 
obligations of Project Company. Borrowings at any one time outstanding 
under the Major Maintenance Facility will not exceed $13 million.
    Southern and Mobile Energy also propose to modify the terms of the 
Interim Note to be assumed by Project Company, in order to extend its 
maturity to December 31, 1995, and to provide for the payment of 
interest from January 1, 1995 to the date of payment at a rate equal to 
the lesser of (i) Southern's effective cost of borrowing and (ii) the 
prime commercial lending rate in effect from time to time at a 
commercial bank designated by Southern, plus 3%.
    Under two interest rate hedging agreements executed following the 
acquisition closing (``Swaps''), Mobile Energy ``locked in'' base fixed 
rates with respect to notional amounts of $224 million, effective May 
1, 1995, and $85 million, effective July 1, 1995. Since the acquisition 
closing, comparable base rates have declined markedly, with the result 
that there would currently be a cost associated with reversing, or 
terminating, the Swaps. That potential cost, or the cash impact, of 
reversing the Swaps will be based on the comparable base rates in 
effect on the dates on which the Swaps are in fact reversed, which will 
be the same date or dates on which the rates on the First Mortgage 
Bonds and new series of Tax-Exempt Bonds are fixed.
    Based on the notional amounts of the Swaps and other relevant 
factors, the cash impact of a 100 basis point decline in the applicable 
base rates would be approximately $25 million. By way of illustration, 
on June 2, 1995, the comparable base rate for the Swaps was 
approximately 170 basis points lower than the base rate on December 19, 
1994, implying a cost (or cash impact) 

[[Page 31742]]
of terminating the Swaps of about $45 million. If comparable base rates 
were to experience a further decline of an additional 200 basis points, 
the termination payment would be approximately $110 million.
    Southern proposes to provide up to $95 million in guaranties on 
behalf of Mobile Energy and/or Project Company in connection with the 
sale of the First Mortgage Bonds and other forms of credit support 
(collectively, ``Credit Support''), provided that the amount thereof at 
any time outstanding, when added to Southern's equity investment in 
Mobile Energy, shall at no time exceed $135 million.
    Credit Support may take a variety of forms, including a parent 
guaranty of indebtedness to third parties, a capital infusion or 
similar agreement under which cash calls from Southern may be made for 
certain defined purposes, or an agreement to indemnify or reimburse 
commercial banks or other third parties in connection with commercial 
letters of credit or other forms of commercially available credit 
enhancement that Mobile Energy or Project Company may require.
    Southern proposes to negotiate the terms of Credit Support and any 
advances related thereto on a case-by-case basis. Subject to the 
foregoing, Southern proposes that any advance to or on behalf of Mobile 
Energy or Project Company that is structured as a loan may be unsecured 
and fully subordinated to the claims of other creditors of Mobile 
Energy or Project Company, as the case may be, and that it may bear 
interest at a rate equal to the lesser of (i) Southern's effective cost 
of borrowing and (ii) the prime commercial lending rate at money center 
bank designated by Southern, plus 3%. Southern further proposes that, 
at its option, any loan to Mobile Energy or Project Company may be 
converted to a capital contribution.
    Southern may provide Credit Support in lieu of certain cash funded 
major maintenance reserves which Project Company is required to 
establish. Credit Support for this purpose will be funded from 
borrowings under the Major Maintenance Facility, or by Southern 
guaranties of borrowings by Project Company under the Major Maintenance 
Facility. It is proposed that notes issued under the Major Maintenance 
Facility may have maturities not later than seven years after the date 
of issuance.
    Notes issued under the Working Capital Facility and Major 
Maintenance Facility may bear interest at a rate or rates based on 
various interest rate options available to Project Company and 
Southern, which in no case would be greater than the sum of the 
reference rate for the interest rate option selected by Project Company 
or Southern, as the case may be, plus the applicable spread, as 
follows:

------------------------------------------------------------------------
                                                              Applicable
                       Reference rate                           spread  
                                                               (percent)
------------------------------------------------------------------------
London Interbank Offered Rate...............................     1\1/2\ 
Adjusted Base Rate..........................................          1 
------------------------------------------------------------------------

    The Adjusted Base Rate will equal the greater of (i) the Federal 
Funds Rate, plus \1/2\%, and (ii) the lender's publicly announced 
reference rate.
    It is stated that Project Company and Southern may be required 
under the terms of either the Working Capital Facility or the Major 
Maintenance Facility to pay a commitment fee based on the unutilized 
portion of any lender's commitment and/or maintain compensating 
balances. The effective cost of borrowing under either of the foregoing 
interest rate options would be increased by no more than .625%.
    The obligations of Project Company to make payments on the First 
Mortgage Bonds, the new series of Tax-Exempt Bonds and the Working 
Capital Facility (collectively, ``Senior Secured Debt'') will be 
secured ratably by a lien on and security interest in substantially all 
of the real and personal property interests of Project Company, subject 
to the priority of the lien of the Working Capital Provider on earned 
receivables (i.e., revenues from the sale of electricity, steam and 
liquor processing services to the Mill Owners) and proceeds from the 
sale of the Energy Complex fuel inventory. The First Mortgage Bonds and 
Tax-Exempt Bonds will also be secured by certain reserves required to 
be maintained under the terms of the First Mortgage Bond and Tax-Exempt 
Bond indentures and/or by credit Supports. Except for the guaranty 
provided by Mobile Energy with respect to the First Mortgage Bonds, the 
obligation of Project Company to make payments on the Senior Secured 
Debt will be secured solely by the assets of Project Company. Neither 
Southern nor Southern Electric nor any associate company (other than 
Project Company and Mobile Energy) will have any obligation with 
respect to the Senior Secured Debt of Project Company, except as may be 
expressly provided under the terms of any Credit Support provided by 
Southern.
    Project Company and Mobile Energy propose to make cash 
distributions consisting, in part, of a return of capital to the extent 
permitted under Alabama law. Applicants project that cash distributions 
by Project Company and Mobile Energy will be made in some years in 
amounts exceeding book earnings.
Central Ohio Coal Company, et al. (70-8611)
    Central Ohio Coal Company (``COCCO''), Southern Ohio Coal Company 
(``SOCCO'') and Windsor Coal Company (``WCCO''), each located at 1 
Riverside Plaza, Columbus, Ohio 25327 and each a nonutility subsidiary 
of Ohio Power Company (``Ohio Power''), a public utility subsidiary of 
American Electric Power Company, Inc., a registered holding company, 
have filed an application-declaration under sections 6(a), 7, and 12 
(c) of the Act and rule 46 thereunder.
    COCCO proposes to pay to Ohio Power periodic dividends on common 
stock and a return of capital in amounts aggregating $19,961,687. To 
pay these dividends and return of capital, COCCO proposes to amend its 
Amended Articles of Incorporation to (1) reduce the par value of its 
authorized common shares to $0.10 per share, (2) change each of its 
outstanding common shares, par value of $100.00 per share, into a 
common share, par value $0.10 per share, and (3) reduce the stated 
capital of its common shares from $6.9 million to $6,900.
    SOCCO intends to enter into negotiations for the lease financing of 
certain existing facilities, namely, a coal preparation plant, 
intermine coal conveyor and overland coal conveyor (the ``SOCCO 
Plant'') with a financial institution (the ``Lessor''). SOCCO 
anticipates that the Lessor will pay SOCCO up to $50 million for the 
SOCCO Plant. With this amount, and $18 million of internally generated 
funds which are projected to be available in excess of its needs, SOCCO 
proposes to pay up to $68 million as one or more dividends on SOCCO's 
common stock out of its capital surplus.
    WCCO also intends to enter into negotiations for the lease 
financing of certain existing facilities, namely, a coal preparation 
plant, river loading terminal and overland coal conveyor (the ``WCCO 
Plant'') to the Lessor. WCCO anticipates that the Lessor will pay WCCO 
up to $11 million for the WCCO Plant. With this amount, and internally 
generated funds projected by WCCO to be available in excess of its own 
needs, WCCO proposes to pay up to $11,048,356 as a return of capital 
and as one or more dividends on WCCO's common stock out of its capital 
surplus.
    In conjunction with the payment of these dividends and return of 
capital, WCCO proposes to reduce the stated capital of outstanding 
stock. 

[[Page 31743]]
Specifically, WCCO proposes to amend its Amended Articles of 
Incorporation to (1) reduce the par value of its authorized common 
shares from $100 per share to $0.10 per share, (2) change each of its 
outstanding common shares, par value of $100.00 per share, into a 
common share, par value $0.10 per share, and (3) reduce the stated 
capital of its common shares from $406,400 to $406.40.
    In accordance with the Commission's order dated December 10, 1982, 
(HCAR No. 22770), Ohio Power may earn up to a specified rate of return 
on its capital contributions to COCCO, SOCCO and WCCO. Applicants state 
that, if the Commission authorizes COCCO, SOCCO and WCCO to pay the 
requested dividends and, in the case of each of COCCO and WCCO, reduce 
the par value of its common stock, Ohio Power's total capital 
investment in COCCO will be reduced by the amount of such payments. 
This reduction in Ohio Power's capital surplus investment will remove 
from Ohio Power's cost of coal the return associated with the portion 
of its capital investment repaid.

Consolidated Natural Gas Company et al. (70-8631)

    Consolidated Natural Gas Company (``Consolidated''), CNG Tower, 625 
Liberty Avenue, Pittsburgh, Pennsylvania 15222, a registered holding 
company, and CNG Energy Services Corporation (``CNG Energy''), One Park 
Ridge Center, P.O. Box 15746, Pittsburgh, Pennsylvania 15244, a 
nonutility subsidiary of Consolidated, have filed an application-
declaration under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and 
rules 16 and 45 thereunder. Consolidated and CNG Energy propose to 
enter into a series of transactions from time to time through December 
31, 2020 (except with respect to the guarantee authorization described 
below, which expires December 31, 1998), that will permit them to 
participate in the business of buying and selling natural gas and 
electric power, including in connection with arbitrage transactions, 
principally in wholesale energy markets.
    The applicants propose that CNG Energy raise up to $10,000,000 by 
selling shares of its common stock, $1,000 par value, to Consolidated, 
receiving open account advances or long-term loans from Consolidated, 
or any combination of the foregoing. Open account advances and long-
term loans to CNG Energy will have the same effective terms and 
interest rates as related borrowings of Consolidated. Consolidated 
proposes to obtain the funds required for these transactions through 
internal cash generation, issuance of long-term securities, borrowings 
under credit agreements or other sources subsequently approved by the 
Commission.
    Open account advances from Consolidated to CNG Energy will mature 
no later than one year from the date of the first advance and bear 
interest at the same effective rate as Consolidated's weighted average 
effective rate for commercial paper and/or revolving credit borrowings 
(or, if no such borrowings are outstanding, at a rate based on the 
federal funds effective rate of interest). Loans from Consolidated to 
CNG Energy will be evidenced by long-term, non-negotiable, book-entry 
notes, will mature over a period of time not in excess of thirty years 
from issuance and will bear interest at a rate equal to Consolidated's 
cost of funds for comparable borrowings (or, if Consolidated had no 
recent comparable borrowings, at a rate tied to the published Salomon 
Brothers indicative rate for comparable debt issuances).
    CNG Energy also proposes to organize a new subsidiary, CNG Energy 
Arbitrage Corporation (``CNGEA''), which will be incorporated under the 
laws of the State of Delaware with an authorized equity capitalization 
of $10,000,000, consisting of 1,000 shares of common stock with a par 
value of $10,000 per share. CNG Energy proposes to use not more than 
$10,000,000 of proceeds from its financing transactions with 
Consolidated to purchase shares of, or make open-account advances or 
long-term loans to, CNGEA, on the same terms as the related financing 
from Consolidated. Initially, it is expected that CNGEA will sell, and 
CNG Energy will acquire, 300 shares of common stock for $3,000,000.
    CNGEA will acquire a one-third general partnership interest in 
Energy Alliance Partnership (``Energy Alliance''), a partnership to be 
formed under the laws of the State of Delaware. The applicants propose 
that CNGEA invest not more than $10,000,000 in Energy Alliance, for the 
acquisition of its general partnership interest and for further equity 
contributions. The other partners in Energy Alliance will be Noverco 
Energy Services (U.S.) Inc., a wholly-owned subsidiary of Noverco Inc., 
a Canadian public-utility holding company whose subsidiaries engage in 
the gas utility business and related businesses, and H.Q. Energy 
Services (U.S.) Inc., a wholly-owned indirect subsidiary of Hydro-
Quebec, a Canadian electric utility company.
    The business of Energy Alliance will be to supply, sell, purchase, 
market, broker or otherwise trade electricity or fuel, to provide 
electricity or fuel management services, and to carry on activities, or 
perform services, related to the foregoing, including in connection 
with arbitrage transactions. Energy Alliance will initially conduct its 
activities generally in the wholesale energy markets in the 
northeastern and middle-Atlantic United States. Energy Alliance intends 
to use risk-reduction methods, such as market hedging tools, to limit 
financial risks.
    The applicants state that fundamental changes in the energy 
industry have led to an increasingly integrated and competitive energy 
market, in which marketers are dealing in interchangeable units of 
energy rather than sales of natural gas or electricity. Consolidated 
and CNG Energy seek to enter into the proposed transactions to 
participate in this market. The applicants believe that these 
activities are closely related to the core energy business of the 
Consolidated system.
    Energy Alliance may engage in energy transactions with companies in 
the Consolidated holding company system, including utility companies, 
on the same market terms that would be available to its nonaffiliate 
customers. Energy Alliance may also contract with any of its partners, 
including CNG Energy, or their affiliates for services, at charges that 
will be made on the basis of salary plus fringe benefits for use of 
personnel and direct out-of-pocket expenses for other items.
    In addition to providing financing to CNGEA indirectly through CNG 
Energy, Consolidated also proposes to enter into an undertaking 
agreement under which it will commit to provide up to $3,000,000 to 
CNGEA, as necessary to permit CNGEA to fulfill its obligations 
respecting its capital contributions under the Energy Alliance 
partnership agreement. Consolidated also proposes to guarantee, either 
directly or through CNGEA, the fuel and power transactions of Energy 
Alliance. These guarantees would be part of, and subject to the same 
overall $750,000,000 limitation in, the current authorization of 
guarantees relating to the obligations of CNG Energy (Holding Co. Act 
Release No. 25926, November 16, 1993). This guarantee authorization 
expires December 31, 1998.
    The applicants also request that Energy Alliance and each of its 
affiliates (other than companies in the Consolidated system) be deemed 
exempt under rule 16 from all obligations imposed by the Holding 
Company Act.


[[Page 31744]]

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-14748 Filed 6-15-95; 8:45 am]
BILLING CODE 8010-01-M