[Federal Register Volume 60, Number 174 (Friday, September 8, 1995)]
[Notices]
[Pages 46880-46881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-22324]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26366]


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

September 1, 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 25, 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.

Basic Investment, Inc. (31-908)

    Basic Investments, Inc. (``Basic Investments''), P.O. Box 2065, 
Henderson, Nevada 89009, has filed an application for an order 
exempting it as a holding company under section 3(a)(3) from all 
provisions of the Act, except section 9(a)(2).
    Basic Investments is primarily engaged in real estate development, 
sales and rental. All of its capital stock is owned by the following 
entities, in the proportions indicated parenthetically: Kerr-McGee 
Chemical Corporation (31%), Titanium Metals Corporation (32%), Pioneer 
Chlor Alkali Company, Inc. (32%), and Chemstar Incorporated (5%) 
(collectively, ``Industrials''). Basic Investments owns all of the 
capital stock of three subsidiary companies, Basic Land, Inc. (``Basic 
Land''), Basic Water Company (``Basic Water''), and Basic Management, 
Inc. (``Basic Management'').
    Basic Management owns an electric power distribution system 
(``Distribution Network'') solely for the benefit of the Industrials. 
This distribution system consists of a 13.8 kV and a 4.16 kV circuit, 
each approximately 6 miles in length. The Industrials purchase electric 
power from the Colorado River Commission (``River Commission''), which 
is transmitted by the River Commission to the Distribution Network. 
Basic Management distributes this power to the Industrials at certain 
facilities used by the Industrials in a commonly shared site in Nevada. 
Distribution costs, which in 1993 were approximately $509,000, are 
charged to the Industrials on a break-even basis.
    Basic Management also develops and operates certain real estate 
properties in Nevada, the revenues from which totaled approximately 
$4.5 million in 1993. Additionally, Basic Management monitors a sewage 
system, which generated gross revenues in 1993 of under $100,000.
    Basic Land's sole asset is a 50% partnership interest in Victory 
Valley Land Company, L.P., which is primarily engaged in the 
development and/or sale of certain real estate property in Nevada. 
Gross revenues from Victory Valley's operations allocable to Basic Land 
in 1993 were approximately $5.5 million. Basic Water owns and operates 
a water delivery system serving both the town of Henderson, Nevada and 
an industrial complex jointly used by the Industrials. Gross revenues 
from this water operation in 1993 were approximately $2.1 million.
    Basic Management is a ``public-utility company'' within the meaning 
of the Act. Because of Basic Investment's ownership of Basic 
Management, Basic Investment is a ``holding company'' within the 
meaning of the Act. In 1993, Basic Investment's total utility revenue 
approximated 4% of its combined revenues.
    Basic Investment states that it is primarily engaged in businesses 
other than that of a public utility and that it does not derive a 
material part of its income from Basic Management's operation of the 
Distribution Network. Basic Investment further states that, if such 
revenue were deemed to be material, Basic Investment nonetheless owns 
all of Basic Management's outstanding capital stock.

Central and South West Corporation, et al. (70-8423)

    Central and South West Corporation (``CSW''), a registered holding 
company, CSW International, Inc. (``CSWI''), a CSW Energy, Inc. 
(``Energy'') (collectively ``Applicants''), both wholly owned 
nonutility subsidiary companies of CSW, all located at 1616 Woodall 
Rodgers Freeway, P.O. Box 660164, Dallas, Texas 75202, have filed a 
post-effective amendment to their application-declaration under 
sections 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and 
rules 43, 45, 53, 83, 86, 87, 90 and 91 thereunder.
    By order dated November 3, 1994 (HCAR No. 26156) (``Order''), the 
Commission authorized the Applicants, among other things, to: (1) 
Organize CSWI and other special purpose subsidiaries (``Project 
Parents''), to invest in exempt wholesale generators (``EWGs''), and 
foreign utility companies (``FUCOs''), up to $400 million for which 
there is recourse to CSW (``Aggregate General Authority''), and up to 
$600 million of nonrecourse debt; and (2) fund such investments from 
time to time through issuances by CSW, CSWI and/or the Project Parents, 
including, without limitation, CSW de Mexico S.A. de C.V. (``CSWdM'') 
and CSW de Mexico Servicios S.A. de C.V. (``CSWdM Servicios''), of 
stock, partnership interests, promissory notes, commercial paper or 
other debt or equity securities.
    The Applicants now propose to: (1) Increase their authorization 
under the Aggregate General Authority to an amount equal to 50% of 
CSW's ``consolidated retained earnings'' as determined in accordance 
with rule 53(a)(1); and (2) increase the aggregate amount of 
nonrecourse debt securities that may be issued by CSWI and/or Project 
Parents (including, without limitation, CSWdM and CSWdM Servicios) to 
third parties to $3 billion 

[[Page 46881]]
under the terms and conditions specified in the Order. In addition, the 
Applicants propose to delete the limitations on the amount of 
nonrecourse debt that may be denominated in foreign currency.

The Cincinnati Gas and Electric Company (70-8669)

    The Cincinnati Gas and Electric Company ``(CG&E''), a wholly owned 
public-utility subsidiary company of CINergy Corp. (``CINergy''), a 
registered holding company, both located at 139 East Fourth Street, 
Cincinnati, Ohio 45202, has filed a declaration under sections 6(a), 7 
and 12(e) of the Act and rules 62 and 65 thereunder.
    CG&E's amended articles of incorporation (``Articles'') currently 
provide that, without the consent of the holders of not less than a 
majority of the total number of shares of preferred stock of all series 
then outstanding, CG&E shall not issue or assume any securities 
representing unsecured debt (other than for purposes of refunding 
outstanding unsecured indebtedness or redeeming or otherwise retiring 
outstanding shares of stock ranking prior to the preferred stock with 
respect to the payment of dividends or upon the dissolution, 
liquidation or winding up of CG&E) if, immediately after such issue or 
assumption, the total outstanding principal amount of all securities 
representing unsecured debt would exceed 20% of the aggregate of: (1) 
the total principal amount of all then outstanding secured debt of 
CG&E and (2) the capital and surplus of CG&E, as stated on CG&E's 
books (``20% Limitation'').
    CG&E proposes to submit to the holders of the outstanding shares of 
preferred stock of all series, and to CINergy, as the sole holder of 
all the outstanding shares of CG&E common stock, a proposal 
(``Proposal'') to amend the Articles to eliminate the 20% Limitation. 
Approval of the Proposal requires the affirmative vote of the holders 
of not less than two-thirds of the total number of shares of preferred 
stock of all four series, voting together as one class, and an 
affirmative two-thirds vote from CINergy as the sole common stock 
holder. CINergy has informed CG&E that it will vote in favor of the 
Proposal.
    In the event the Proposal fails to receive the requisite 
affirmative vote, CG&E proposes to seek approval of an alternative 
proposal amending the Articles to authorize CG&E to issue or assume 
securities representing unsecured indebtedness in excess of the 20% 
Limitation through December 1, 2005. Approval of the alternative 
proposal requires the same affirmative vote as the Proposal.
    CG&E proposes to submit the above proposals for consideration and 
action at a special meeting of stockholders planned to be held on or 
about November 16, 1995, and, in connection therewith, to solicit 
proxies from the holders of its capital stock.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-22324 Filed 9-7-95; 8:45 am]
BILLING CODE 8010-01-M