[Federal Register Volume 60, Number 150 (Friday, August 4, 1995)]
[Notices]
[Pages 39978-39980]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-19170]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26344]


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

July 28, 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 August 21, 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.

Ohio Power Company (70-5862)

    Ohio Power Company (``OPCo''), 301 Cleveland Avenue, SW., Canton, 
Ohio 44702, a public-utility subsidiary company of American Electric 
Power Company, Inc., a registered holding company has filed a post-
effective amendment to its application-declaration under section 13 of 
the Act and rules 86, 87, 90 and 91 thereunder.
    In accordance with the recommendation of the Commission's staff, 
resulting from its field audit of OPCo's Cook Coal Terminal, OPCo 
proposes that it adjust the cost of capital rate authorized in 
Commission order dated June 17, 1983 (HCAR No. 22977) to conform the 
rate to the current market. OPCo proposes that the overall rate of 
return on its investment in the Cook Coal Terminal would be subject to 
annual adjustment of the first day of April in each succeeding year 
based on changes in the rate of return on common equity most recently 
allowed by either (1) the Federal Energy Regulatory Commission in the 
last wholesale rate proceeding involving OPCo or (2) The Public 
Utilities Commission of Ohio in OPCo's most recent retail rate 
proceeding.
    OPCo proposes to charge a cost-of-capital component on its 
investment in the Transcisco railcar maintenance facility, in which 
OPCo has an investment of approximately $350,000. OPCo proposes to use 
this same methodology to calculate the cost-of-capital rate associated 
with its railcar maintenance facility located at the Cool Coal Terminal 
and the Transcisco maintenance facility.
    OPCo proposes to adjust the capitalization ratio on an annual 
basis, using OPCo's financial information as reported at December 31 of 
the preceding year. Similarly, the cost of debt and preferred stock 
would be updated to reflect the overall cost of debt and preferred 
stock at December 31 of the preceding year.
    The rate changes resulting from this methodology would be applied 
for billing purposes to the 12-month period commencing on the April 1 
subsequent to the applicable December 31 calculation. By adjusting the 
provision for the cost of capital, the cost of capital rate will be 
reduced from the 12.3% currently authorized to 10.12%, thus reducing 
the fees charged by OPCo. However, in the event the cost of debt or 
preferred stock or the return on common equity increases, the capital 
rate will likewise increase.

AEP Generating Company, et al. (70-7167)

    AEP Generating Company, 1 Riverside Plaza, Columbus, Ohio 43215; 
Appalachian Power Company, 40 Franklin Road, Roanoke, Virginia 24022; 
Columbus Southern Power Company, 215 North Front Street, Columbus, Ohio 
43215; Indiana Michigan Power Company, One Summit Square, P.O. Box 60, 
Fort Wayne, Indiana 46802; Kentucky Power Company, 1701 Central Avenue, 
P.O. Box 1428, Ashland, Kentucky 41101; Ohio Power Company, 301 
Cleveland Avenue, SW., Canton, Ohio 44702, all public-utility 
subsidiary companies of American Electric Power Company, Inc., a 
registered holding company have filed a post-effective amendment to 
their application-declaration under section 12(f) and 13(b) of the Act 
and rules 43 and 80 through 95 thereunder.
    In accordance with the recommendation of the Commission's staff, 
resulting from its field audit of Indiana Michigan Power Company's 
``(I&M'') River Transportation Division, I&M proposes to adjust the 
cost of capital rate authorized in Commission order dated March 4, 1986 
(HCAR No. 24039) to conform the rate to the current market. I&M 
proposes that the overall rate of return on I&M's investment in the 
River Transportation Division would be subject to annual adjustment on 
the first day of April in each succeeding year based on changes in the 
rate of return on common equity most recently allowed by either (i) The 
Federal Energy Regulatory Commission (``FERC'') in the last wholesale 
rate proceeding involving I&M or (ii) the Indiana Utility Regulatory 
Commission in I&M's most recent retail rate proceeding. Furthermore, 
I&M proposes to change the way in which the working capital base is 
calculated in determining the cost-of-capital rate. Specifically, I&M 

[[Page 39979]]
proposes to include one-eighth of the sum of the River Transportation 
Division's annual expenditures, year-end undercollection, prepayments, 
materials and supplies inventories balances, less year-end current 
liabilities and accrual balances.
    I&M proposes to adjust the capitalization ratio on an annual basis, 
using I&M's financial information as reported at December 31 of the 
preceding year. Similarly, the cost of debt and preferred stock would 
be updated to reflect the overall cost of debt and preferred stock at 
December 31 of the preceding year.
    The rate changes resulting from this methodology would be applied 
for billing purposes to the 12-month period commencing on the April 1 
subsequent to the applicable December 31 calculation. By adjusting the 
provision for the cost of capital, the cost of capital rate will be 
increased from the 8.82% currently authorized to 9.69%, thus increasing 
the fees charged by I&M. However, in the event the cost of debt or 
preferred stock or the return on common equity decreases, the capital 
rate will likewise decrease.

Northeast Utilities et al. (70-8080)

    Northeast Utilities (``NU''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01090-0010, a registered holding company, 
and its subsidiary service company, Northeast Utilities Service Company 
(``NUSCO''), Seldom Street, Berlin, Connecticut 06037, have filed a 
post-effective amendment under sections 6(a) and 7 of the Act and rule 
54 thereunder to their application-declaration previously filed under 
sections 6(a), 7, 9(a), 10 and 12(c) of the Act and rules 42 and 
50(a)(5) thereunder.
    By order dated June 30, 1993 (HCAR No. 25842), NU was authorized to 
acquire, through NUSCO acting on behalf of NU from time-to-time prior 
to May 1, 2002, up to a total of 15,000 shares of NU's common stock, 
$5.00 par value (``Common'') on the open market. NU may transfer 
annually the Common to the non-employee trustees on NU's Board of 
Trustees as a portion of their compensation. Share compensation would 
be paid in addition to cash retainers and fees, and would be at a rate 
of 100 shares per year per outside trustee for 1993, subject to change 
in the future by Board of Trustees.
    Because of changes to the trustee compensation program, NU now 
proposes to increase the number of shares of Common that it may issue 
and sell for non-employee trustee compensation, from time-to-time 
through April 30, 2005, from 15,000 shares to 50,000 shares. NUSCO will 
continue to acquire the Common on the open market on NU's behalf. 
However, because of revisions in rule 42(b) Nusco's acquisitions do not 
require the Commission's prior approval, under the circumstances of 
this matter (HCAR No. 26031, April 19, 1994).

Louisiana Power & Light Company (70-8487)

    Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New 
Orleans, Louisiana 70113, an electric public-utility subsidiary company 
of Entergy Corporation, a registered holding company, has filed an 
application-declaration under sections 6(a), 7, 9(a) and 10 the Act and 
rule and 54 thereunder.
    LP&L seeks authorization to issue and sell, directly or indirectly 
through a subsidiary, not more than $610 million principal amount of 
its first mortgage bonds (``Bonds''), debentures (``Debentures'') and 
securities of a subsidiary of LP&L (``Entity Interests'') to be issued 
in one or more new series from time to time no later than December 31, 
1997.
    LP&L proposes to organize either a special purpose limited 
partnership or a statutory business trust for the sole purpose of 
issuing the Entity Interests (``Issuing Entity''). LP&L will directly 
or indirectly make an equity contribution to the Issuing Entity at the 
time the Entity Interests are issued and thereby directly or indirectly 
acquire all of the general partnership interest or common securities in 
such Issuing Entity. LP&L's equity contribution to the Issuing Entity 
will at all times constitute at least 3% of the aggregate equity 
contributions by all securityholders to such Issuing Entity.
    LP&L will issue, from time to time in one or more series, 
subordinated debentures (``Entity Subordinated Debentures'') to the 
Issuing Entity. The Issuing Entity will use the proceeds from the sale 
of its Entity Interests, plus the equity contributions made to it by 
either, (1) Its general partner (in the case of a limited partnership) 
or (2) LP&L (in the case of a business trust), to purchase the Entity 
Subordinated Debentures. The distribution rates, payment dates, 
redemption, maturity, and other similar provisions of each series of 
Entity Interests will be substantially identical to such terms and 
conditions of the Entity Subordinated Debentures relating thereto, and 
will be determined by the Issuing Entity at the time of issuance. Each 
series of Entity Interests will have a $25 per share stated liquidation 
preference.
    LP&L may also enter into a guaranty pursuant to which it will 
unconditionally guarantee, (1) payment of distributions on the Entity 
Interests, if the Leasing Entity has funds available, (2) payments to 
the holders of Entity Interests of amounts due upon liquidation of the 
Issuing Entity or redemption of the Entity Interest, and (3) certain 
additional amounts that may be payable in respect of the Entity 
Interests.
    Each series of Bonds and/or each series of Debentures will be sold 
at such price, will bear interest at such rate, either fixed or 
adjustable, and will mature on such date as will be determined at the 
time of sale. LP&L may determine to provide an insurance policy for the 
payment of the principal of and/or interest and/or premium on one or 
more series of Bonds and/or one or more series of Debentures. The Bonds 
and/or Debentures and/or Entity Interests may include provisions for 
redemption or retirement prior to maturity, including restrictions on 
optional redemption for a given number of years.
    LP&L further proposes to issue and sell, from time to time not 
later than December 31, 1997, one or more new series of its preferred 
stock, cumulative, of either $25 par value or $100 par value 
(collectively ``Preferred''). The total aggregate par value of shares 
of Preferred may not exceed $123.5 million. The price exclusive of 
accumulated dividends, and the dividend rate for each series of 
Preferred will be determined at the time of sale. LP&L may determine 
that the terms of the Preferred should provide for an adjustable 
dividend rate thereon to be determined on a periodic basis, subject to 
specified maximum and minimum rates, rather than a fixed dividend rate. 
The terms of the Preferred may include provisions for redemption, 
including restrictions on optional redemption, and/or a sinking fund 
designed to redeem all outstanding shares of a series not later than 
thirty years after the date of original issuance.
    LP&L proposes to use the net proceeds derived from the issuance and 
sale of Bonds, Debentures, Entity Interests and/or the Preferred for 
general corporate purposes, including, but not limited to, the possible 
acquisition of certain outstanding securities.
    LP&L states that it presently contemplates selling the Bonds, the 
Debentures, the Entity Interests and the Preferred either by 
competitive bidding, negotiated public offering or private placement.
    LP&L also proposes to enter into arrangements to finance on a tax-
exempt 

[[Page 39980]]
basis certain solid waste, sewage disposal and/or pollution control 
facilities (``Facilities'') at any of (i) Unit No. 3 of its Waterford 
Steam Electric Generating Station in the Parish of St. Charles, 
Louisiana, (ii) Units Nos. 6 and 7 of the LP&L's Sterlington Gas 
Generating Station in the Parish of Ouachita, Louisiana, or (iii) Units 
Nos. 1-5 of LP&L's Ninemile Point Gas Generating Station in the Parish 
of Jefferson, Louisiana (collectively, ``Parish''). LP&L proposes, from 
time to time through December 31, 1997, to enter into one or more 
installment sale agreements and supplements (``Agreement''), pursuant 
to which the Parish may issue one or more series of tax-exempt revenue 
bonds (``Revenue Bonds'') in an aggregate principal amount not to 
exceed $65 million. The net proceeds from the sale of Revenue Bonds 
will be deposited by the Parish with the trustee (``Trustee'') under 
one or more indentures (``Indenture'') and will be applied by the 
Trustee to reimburse the Company for, or to permanently finance on a 
tax-exempt basis, the costs of the acquisition, construction, 
installation or equipping of the Facilities.
    LP&L further proposes, under the Agreement, to sell the Facilities 
to the Parish for cash and simultaneously repurchase the Facilities 
from the Parish for a purchase price, payable on an installment basis 
over a period or years, sufficient to pay the principal of, purchase 
price of, the premium, if any, and the interest on Revenue Bonds as the 
same become due and payable. Under the Agreement, LP&L will also be 
obligated to pay certain fees incurred in the transactions.
    The price to be paid to the Parish for each series of Revenue Bonds 
and the interest rate applicable thereto will be determined at the time 
of sale. The Agreement and the Indenture will provide for either a 
fixed interest rate or an adjustable interest rate for each series of 
Revenue Bonds. Each series may be subject to optional and mandatory 
redemption and/or a mandatory cash sinking fund under which stated 
portions of such series would be retired at stated times.
    In order to obtain a more favorable rating and thereby improve the 
marketability of the Revenue Bonds, LP&L may: (1) Arrange for a letter 
of credit from a bank (``Bank'') in favor of the Trustee (in connection 
therewith, LP&L may enter into a Reimbursement Agreement pursuant to 
which LP&L would agree to reimburse the Bank for amounts drawn under 
the letter of credit and to pay commitment and/or letter of credit 
fees); (2) provide an insurance policy for the payment of the principal 
of and/or interest and/or premium on one or more series of Revenue 
Bonds; and/or (3) obtain authentication of one or more new series of 
first mortgage bonds (`'Collateral Bonds''), to be issued up to an 
aggregate principal amount of $75 million, under LP&L's mortgage on the 
basis of unfunded net property additions and/or previously retired 
first mortgage bonds and delivered and pledged to the Trustee and/or 
the Bank to evidence and secure LP&L's obligations under the Agreement 
and/or the Reimbursement Agreement.
    LP&L also proposes to acquire, through tender offers or otherwise, 
certain of its outstanding securities, including its outstanding first 
mortgage bonds, its outstanding preferred stock and/or outstanding 
pollution control revenue bonds and industrial development revenue 
bonds issued for LP&L's benefit, at any time, prior to December 31, 
1997.

National Fuel Gas Company (70-8657)

    National Fuel Gas Company (``National''), 10 Lafayette Square, 
Buffalo, New York 14203, a registered holding company, has filed a 
declaration under sections 6(a) and 7 of the Act.
    By order dated December 18, 1990 (HCAR No. 25216) (``Order''), 
National was authorized, among other things, to issue and sell from 
time-to-time through October 31, 1995, up to 1 million shares of its 
authorized but unissued common stock, no par value, to such bank or 
trust company as National may designate as agent for the participants 
in National's Customer Stock Purchase Plan (``Plan''). All material 
aspects of the Plan as authorized by the Order remain unchanged.
    From December 18, 1990 to January 15, 1995, National issued and 
sold 609,156 shares of common stock under the Plan. No shares of common 
stock have been issued under the Plan since January 15, 1995. Rather, 
as provided in the Order, cash dividends on all shares of common stock 
received from, or optional cash payments made by customers 
participating in the Plan have been reinvested by using open market 
purchases of National's common stock. From January 16, 1995 to April 
15, 1995, 47,522 shares of common stock have been purchased on the open 
market for distribution under the Plan.
    National now proposes to issue and sell, in addition to those 
shares authorized to be distributed under the Plan by the Order, from 
time-to-time through October 31, 2000, up to an additional one million 
shares or its authorized but unissued common stock, $1.00 par value 
(``Additional Common Stock''), to Chemical Bank, or such other bank or 
trust company as National may designate, as agent for the participants 
in the Plan. National also proposes to invest the cash and dividends of 
shareholders participating in the Plan through open market purchases of 
National's common stock. National will make such a decision from time-
to-time based upon its needs for common stock, and the price and 
availability of its common stock on the market.
    National intends to use the proceeds from the sale of the 
Additional Common Stock to repay existing short-term and long-term 
debt, to pay interest and dividends, and for other corporate purposes. 
In addition, National will, from time-to-time, use the proceeds to make 
additional capital contributions to its wholly owned subsidiaries.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-19170 Filed 8-3-95; 8:45 am]
BILLING CODE 8010-01-M