[Federal Register Volume 60, Number 159 (Thursday, August 17, 1995)]
[Notices]
[Pages 42936-42937]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-20399]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26355]


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

August 11, 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 September 5, 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.
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''), 900 Ashwood Parkway, Suite 500, Atlanta, 
Georgia 30338, Mobile Energy Services Holdings, Inc. (``Mobile 
Energy''), 900 Ashwood Parkway, Suite 450, Atlanta, Georgia 30338, and 
Mobile Energy Services Company, L.L.C., P.O. Box 2747, 200 Bay Bridge 
Road, Mobile, Alabama 36652, have filed a post-effective amendment 
under section 12(b) of the Act and rule 45 thereunder to their 
application-declaration filed 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. In connection with the acquisition of the 
Energy Complex, Mobile Energy and Scott entered into a Lease Assignment 
and Assumption Agreement pursuant to which Mobile Energy assumed the 
obligations of Scott under a lease agreement (``Lease Agreement'') 
between Scott and The Industrial Development Board of the City of 
Mobile, Alabama (``Board'') relating to $85 million outstanding 
principal amount of tax-exempt solid waste revenue refunding bonds, due 
2019 (``Tax-Exempt Bonds'') issued by the Board, as well as Scott's 
obligations under two separate reimbursement agreements 
(``Reimbursement Agreements'') between Scott and certain commercial 
banks providing letters of credit (``Letters of Credit'') in support of 
the Tax-Exempt Bonds. Mobile Energy's obligations to Scott under the 
Lease Assignment and Assumption Agreement are unconditionally 
guaranteed by Southern under the terms of a guaranty agreement between 
Southern and Scott.

    \1\ On May 17, 1995, Mobile Energy Services Company, Inc. 
changed its corporate name to Mobile Energy Services Holdings, Inc.
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    By order dated July 13, 1995 (HCAR No. 26330) (``July 1995 
Order''), Mobile Energy's rights and obligations under the Lease 
Assignment an Assumption Agreement were assigned to and assumed by 
Mobile Energy Services Company, L.L.C.\2\ (``Project Company''), a new 
subsidiary of Mobile Energy.

    \2\ Mobile Energy Services Company, L.L.C. has been added as a 
party to the application-declaration by post-effective amendment.
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    The Lease Assignment and Assumption Agreement provides that Project 
Company (as assignee of Mobile Energy) shall, not later than September 
15, 1995, cause the Board to redeem or remarket the Tax-Exempt Bonds to 
fully discharge and release Scott from all liabilities in respect of 
the Tax-Exempt Bonds and the Lease Agreement and, in connection 
therewith, to pay certain amounts payable under the terms of the 
Reimbursement Agreements. Project Company and Mobile Energy currently 
anticipate that a new series of tax-exempt bonds will be issued by the 
Board to redeem the outstanding Tax-Exempt Bonds in full. If for any 
reason closing on the sale of the new series of Tax-Exempt Bonds is 
delayed beyond September 15, 1995, Southern would be obligated to cash 
fund $85 million, plus unpaid interest on the Tax-Exempt Bonds, in 
order to redeem the Tax-Exempt Bonds in full.
    In lieu of such a cash funded redemption, Southern and Project 
Company propose to either (i) enter into agreements with the current 
Letter of Credit banks whereby Southern would be substituted for Scott 
as the reimbursement party under the existing Reimbursement Agreements, 
or (ii) provide to the trustee under the Tax-Exempt Bond Trust 
Indenture one or more letters of credit in substitution for the 
outstanding Letters of Credit, again with Southern as reimbursement 
party under any related reimbursement agreement. It is proposed that 
the material terms of any substitute letter of credit and of the 
related reimbursement agreement would be substantially identical to the 
terms of the existing Letters of Credit and Reimbursement Agreements.

EUA Cogenex Corporation, et al. (70-8663)

    EUA Cogenex Corporation (``Cogenex''), a wholly owned subsidiary of 
Eastern Utilities Associates, a registered holding company, both at 
P.O. Box 2333, Boston, Massachusetts 02107, and AYP Capital, Inc. 
(``AYP''), a wholly owned subsidiary of Allegheny Power System, Inc., a 
registered holding company, both at Tower Forty-Nine, 12 East 49th 
Street, New York, New York 10017, (Cogenex and AYP collectively, 
``Applicants''), have filed an application-declaration under sections 
9(a), 10, 12(b), 12(f) and 13 of the Act and rules 45, 54, 90 and 91 
thereunder.
    Applicants propose to form a Delaware limited liability company 
(``JV ESCO'') to provide energy conservation services in the District 
of Columbia, Pennsylvania, Maryland, Ohio, Virginia and West Virginia 
(``Territory''). Cogenex and AYP will each own 50% of JV ESCO and share 
equally in the capital contributions, allocation of profits and losses 
and distributions of JV ESCO. JV ESCO will be governed overall 

[[Page 42937]]
by a board of directors comprised of six directors, three of whom will 
be appointed by Cogenex and three by AYP. Daily management decisions 
will be made by a management committee comprised of one representative 
from each Applicant. Cogenex and AYP will make capital contributions in 
an amount initially expected to be approximately $1,000 each, which 
will be used by JV ESCO for working capital purposes. Both Applicants 
will subcontract personnel to JV ESCO at cost as needed until such 
time, if any, as JV ESCO employs its own personnel.
    Applicants entered into a letter agreement dated May 31, 1995 in 
which Applicants agreed to perform initial marketing, sales, auditing, 
bidding, job procurement and performance activities in preparation of 
forming JV ESCO and to develop a long-term business plan for JV ESCO. 
The term of the letter agreement is one year (``Interim Period''), 
unless terminated sooner by the formation of JV ESCO or by mutual 
agreement of the Applicants. Cogenex will assign all contracts and 
business opportunities obtained during the Interim Period within the 
Territory at cost to JV ESCO. AYP will also be reimbursed by JV ESCO 
for its expenses incurred during the Interim Period.
    Applicants also request authority to guarantee third party loans to 
JV ESCO for up to an aggregate of $15 million each. Applicants state 
that such guarantees shall be made within five years of the formation 
of JV ESCO. Applicants state that any amount borrowed by JV ESCO from 
third party lenders will be through loans exempt from the Act pursuant 
to rule 52(b).
    Cogenex requests that any goods or services furnished by Cogenex or 
any of its affiliates (other than an affiliate which is a public 
utility company) to JV ESCO be furnished at prices not to exceed market 
prices pursuant to an exception from the requirements of section 13(b) 
and rules 90 and 91 thereunder. JV ESCO will not be providing goods or 
services to Cogenex or its affiliates. AYP requests that any goods or 
services furnished by AYP or any of its affiliates (other than an 
affiliate which is a public utility company) to JV ESCO be furnished at 
prices not to exceed market prices pursuant to an exception from the 
requirements of section 13(b) and rules 90 and 91 thereunder, provided 
that the ultimate consumer of such goods or services is not an 
affiliate of AYP, in which case such goods or services would be 
provided at cost. JV ESCO will provide goods or services to AYP or its 
affiliates only at cost.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-20399 Filed 8-16-95; 8:45 am]
BILLING CODE 8010-01-M