[Federal Register Volume 60, Number 199 (Monday, October 16, 1995)]
[Notices]
[Pages 53660-53661]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-25509]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26388]


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

October 6, 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 October 30, 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.

Central and South West Corporation, et al. (70-7758)

    Central and South West Corporation (``CSW''), a registered holding 
company, and its nonutility subsidiary company CSW Energy, Inc. (``CSW 
Energy''), both of 1616 Woodall Rodgers Freeway, P.O. Box 660164, 
Dallas, Texas 75202, have filed a post-effective amendment to their 
application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b) 
and 13(b) of the Act and rules 43, 45, 86, 87, 90 and 91 thereunder.
    By order dated September 28, 1990 (HCAR No. 25162) (``1990 
Order''), CSW and CSW Energy were authorized, through December 31, 
1995: (i) to spend $75 million (``Aggregate General Authority'') to 
conduct preliminary studies of, investigate, research, develop, agree 
to construct (such construction subject to further Commission 
authorization) and, except with respect to independent power projects 
(``IPP's''), to consult with respect to qualifying cogeneration 
facilities and qualifying small power production facilities 
(collectively ``QF's'') and IPP's; (ii) to finance such activities 
through capital contributions, open account advances and loans up to 
$75 million; (iii) for CSW Energy to form Energy Sub for the purpose of 
engaging in a joint venture (``ARK Joint Venture'') with ARK Energy, 
Inc. (``ARK''), a nonassociate corporation; and (iv) for CSW Energy to 
use $25 million of the $75 million Aggregate General Authority to 
finance the ARK Joint Venture through capital contributions and loans 
(``ARK Joint Venture Authority''). The 1990 Order also authorized CSW 
to fund the activities of CSW Energy through capital contributions, 
open account advances and loans in the aggregate amount of $75 million 
through December 31, 1995. In addition, the 1990 Order authorized 
investments in the ARK Joint Venture in the form of capital 
contributions and loans.
    By order dated November 22, 1991 (HCAR No. 25414) (``1991 Order''), 
CSW Energy was authorized to provide consulting services with respect 
to IPP's.
    By order dated December 31, 1992 (HCAR No. 25728) (``1992 Order''), 
CSW, CSW Energy, Energy Sub and the ARK Joint Venture were authorized, 
through December 31, 1995, to increase: (i) the Aggregate General 
authority (granted in the 1990 Order) from $75 million to $150 million; 
and (ii) the financing authority for the ARK Joint Venture from $25 
million to $50 million. In all other respects, the terms and conditions 
under the 1992 Order remained the same as the 1990 Order.
    CSW and CSW Energy now propose that: (i) the Aggregate General 
Authority be increased from $150 million to $250 million, and (ii) the 
outstanding authorization from the 1990 Order, 1991 Order and 1992 
Order be extended until December 31, 2005.

Central and South West Corporation, et al. (70-8205)

    Central and South West Corporation (``CSW''), a registered holding 
company, and its nonutility subsidiary company CSW Energy, Inc. (``CSW 
Energy''), both of 1616 Woodall Rodgers Freeway, P.O. Box 660164, 
Dallas, Texas 75202, have filed a post-effective amendment to their 
application-declaration filed under sections 6(a), 7 and 12(b) of the 
Act and rules 45, 53 and 54 thereunder.
    By order dated August 6, 1993 (HCAR No. 25866) (``1993 Order''), 
CSW and CSW Energy were authorized, through December 31, 1995, to issue 
letters of credit, bid bonds or guarantees (collectively, 
``Guarantees'') in connection with the development of qualifying 
cogeneration facilities, qualifying small power production facilities 
and independent power facilities, including exempt wholesale generators 
as defined in section 32 of the Act, in an aggregate amount not to 
exceed $50 million.
    CSW and CSW Energy now propose to: (i) increase the aggregate 
amount of Guarantees that may be issued from $50 million to $75 
million; and (ii) extend the authorization granted by the 1993 Order 
until December 31, 2005.

Eastern Utilities Associates, et al. (70-8701)

    Eastern Utilities Associates (``EUA''), a registered holding 
company, and EUA Service Corporation (``ESC''), a wholly-owned 
subsidiary of EUA, both at P.O. Box 2333, Boston, Massachusetts 02107 
have filed an application pursuant to section 13(b) of the Act and 
rules 80 through 94 promulgated thereunder.
    ESC provides services to EUA's four electric utility companies--
Blackstone Valley Electric Company (``Blackstone''), Montaup Electric 
Company (``Montaup''), Eastern Edison Company (``Eastern Edison'') and 
Newport Electric Corporation (``Newport'') (Blackstone, Montaup, 
Eastern Edison and Newport, hereinafter collectively, the ``Operating 
Companies''), as well as to EUA's other direct and indirect 
subsidiaries (collectively with the Operating Companies, the ``System 
Companies'').
    EUA and ESC request Commission approval with respect to the 
reorganization and centralization of certain service and management 
functions (the ``Reorganization''). The Reorganization is designed to 
consolidate and restructure operations in order to allow more 
flexibility in the allocation of management and supervisory resources 
throughout the System Companies.
    EUA expects to realize a number of benefits from the 
Reorganization, such as increased efficiencies and synergies through 
the elimination of previously duplicated functions. It expects these 
efficiencies to translate into a reduction in the rate of growth in 
operating and maintenance costs of the Operating Companies.

[[Page 53661]]

    Organizationally, the Reorganization does not involve the formation 
of new entities and will not require utility assets to be transferred 
among System Companies. In addition, the Reorganization does not 
require the writedown of any rate base assets. Approximately 95 
employees of the System Companies will be transferred to ESC.

Central and South West Corporation (70-8707)

    Central and South West Corporation (``CSW''), 1616 Woodall Rodgers 
Freeway, Dallas, Texas 75202, a registered holding company, has filed a 
declaration under sections 6(a) and 7 of the Act and Rule 54 
thereunder.
    By prior Commission orders dated October 24, 1978 and December 9, 
1980 (HCAR Nos. 20742 and 21833, respectively), CSW was authorized to 
issue and sell a total aggregate number of 4,000,000 shares of its 
common stock (``Common''), par value $3.50 per share, to the trustee of 
the Central and South West Thrift Plus, an employee benefit plan 
(``Thrift Plan'').
    CSW now proposes to issue and sell up to 5,000,000 additional 
shares of its authorized and unissued Common, par value $3.50 per 
share, to the trustee of the Thrift Plan. CSW Common will be sold to 
the trustee at market price.
    Under the Thrift Plan, last amended in December 1994, participants 
may contribute up to 12% of their annual compensation and, depending on 
length of service, CSW matches 50% or 75% of each participant's 
contribution up to a maximum 6% of the employee's annual compensation. 
Employee contributions and the matching CSW contribution are vested at 
the employee's option in any one or more of five Thrift Plan investment 
options in 1% increments.
    The Thrift Plan trustee, pursuant to written direction from each 
participant, invests the funds held in the employee's Thrift Plan 
account in any of the following investment options: (1) The Company 
Stock Option Plan (``Stock Option''); (2) the Fixed Income Option 
(``Fixed Income Option''); (3) the Capital Appreciation Option 
(``Capital Appreciation Option''); (4) the Growth and Income Option 
(``Growth and Income Option''); and (5) the Asset Allocation Option 
(``Asset Allocation Option''). Amounts invested in the Stock Option are 
used to purchase shares of CSW Common; amounts invested in the Fixed 
Income Option are used to purchase guaranteed investment contracts or 
other fixed income securities; amounts invested in the Capital 
Appreciation Option are invested in mutual funds that have a goal of 
long-term growth with no emphasis on current income; amounts invested 
in the Growth and Income Option are invested in mutual funds that have 
a goal of both growth and current income; and amounts invested in the 
Asset Allocation Option are invested primarily in mutual funds that 
have a goal of maintaining a balanced portfolio comprised primarily of 
equity investments.
    The Thrift Plan trustee presently purchases shares of CSW Common in 
the open market for the Stock Option, although the trustee, in his or 
her discretion, may purchase CSW Common from any source, including CSW. 
CSW cannot require the trustee to purchase Common from CSW, but it is 
expected that the trustee will elect to purchase shares directly from 
CSW rather than in the open market, and thus avoid paying brokerage 
fees or commissions.
    CSW will use the proceeds from the sale of Common to the trustee 
for general corporate purposes.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-25509 Filed 10-13-95; 8:45 am]
BILLING CODE 8010-01-M