[Federal Register Volume 60, Number 227 (Monday, November 27, 1995)]
[Notices]
[Pages 58418-58421]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-28793]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26411]


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

November 17, 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 December 18, 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.

Columbia Gas System, Inc., et al. (70-8471)

    Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road, 
Wilmington, Delaware 19807, a registered holding company; Columbia Gas 
of Maryland, Inc. (``Columbia Maryland''), 200 Civic Center Drive, 
Columbus, Ohio 43215, a natural gas subsidiary company of Columbia; 
eighteen other subsidiary companies of Columbia;\1\ and twelve 
subsidiary companies of TriStar Ventures \2\ have filed a post-
effective amendment to the application-declaration previously filed 
under sections 6, 7, 9(a), 10, 12(b), 12(c), and 12(f) of the Act and 
rules 42, 43, 45, and 46 thereunder.

    \1\ Columbia Gas of Pennsylvania, Inc., 200 Civic Center Drive, 
Columbus, Ohio 43215; Columbia Gas of Ohio, Inc., 200 Civic Center 
Drive, Columbus, Ohio 43215; Columbia Gas of Kentucky, Inc., 200 
Civic Center Drive, Columbus, Ohio 43215; Commonwealth Gas Services, 
Inc., 200 Civic Center Drive, Columbus, Ohio 43215; Columbia Gulf 
Transmission Co., 1700 MacCorkle Avenue, S.E., Charleston, West 
Virginia 25314; Columbia Gas Development Corp., One Riverway, 
Houston, Texas 77056; Columbia Natural Resources, Inc., 900 
Pennsylvania Avenue, Charleston, West Virginia 25302; Columbia Coal 
Gasification Corp., 900 Pennsylvania Avenue, Charleston, West 
Virginia 25302; Columbia Energy Services Corp., 2581 Washington 
Road, Upper Saint Clair, Pennsylvania 15241; Columbia Gas System 
Service Corp., 20 Montchanin Road, Wilmington, Delaware 19807; 
Columbia Propane Corp., 800 Moorefield Park Drive, Richmond, 
Virginia 23236; Commonwealth Propane, Inc., 800 Moorefield Park 
Drive, Richmond, Virginia 23236; TriStar Ventures Corp. (``TriStar 
Ventures''), 20 Montchanin Road, Wilmington, Delaware 19807; TriStar 
Capital Corp., 20 Montchanin Road, Wilmington, Delaware 19807; 
Columbia Atlantic Trading Corp., 20 Montchanin Road, Wilmington, 
Delaware 19807; Columbia LNG Corp., 20 Montchanin Road, Wilmington, 
Delaware 19807; Columbia Gas Transmission Corp., 1700 MacCorkle 
Avenue, S.E., Charleston, West Virginia 25314; and Columbia Energy 
Marketing Corp., 2581 Washington Road, Pittsburgh, Pennsylvania 
15241.
    \2\ TriStar Pedrick Limited Corporation, TriStar Pedrick General 
Corporation, TriStar Binghamton Limited Corporation, TriStar 
Binghamton General Corporation, TriStar Vineland Limited 
Corporation, TriStar Vineland General Corporation, TriStar Rumford 
Limited Corporation, TriStar Georgetown General Corporation, TriStar 
Georgetown Limited Corporation, TriStar Fuel Cells Corporation, TVC 
Nine Corporation, and TVC Ten Corporation, all of 20 Montchanin 
Road, Wilmington, Delaware 19807.
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    By order dated December 22, 1994 (HCAR No. 26201) (``Order''), 
Columbia Maryland was authorized through 1996 to sell to Columbia 
securities (``Installment Notes'') in an aggregate amount of up to $5.5 
million. Columbia and Columbia Maryland now propose to change the type 
of securities Columbia Maryland will sell to Columbia (``New Notes'') 
and, in order to refinance all previously issued Installment Notes, 
increase the amount of New Notes to be sold to $19.5 million.
    Columbia and Columbia Maryland seek Commission authorization (i) 
for the sale of New Notes by Columbia Maryland to Columbia on or around 
December 31, 1995, the proceeds of which will be used to refund the 
Installment Notes and (ii) for the future issuance of New Notes to meet 
the capital needs of Columbia Maryland in 1996. The New Notes will be 
issued under a loan agreement between Columbia Maryland and Columbia.
    On or around December 31, 1995, Columbia Maryland will refund all 
Installment Notes sold to Columbia, which total approximately $14.0 
million. Columbia Maryland will refund the Installment Notes before New 
Notes are sold under the Order.
    Based on current interest rates, the New Notes will have a weighted 
average interest rate lower than the weighted average interest rate of 
the Installment Notes currently outstanding. The maturities and 
interest rates of the New Notes will mirror those for the debentures 
issued by Columbia upon emergence from bankruptcy. The Commission 
approved Columbia's reorganization plan in Holding Co. Act Release No. 
26361. The New Notes will be issued pursuant to a loan agreement in 
certificated form, will be secured or unsecured, and will be dated the 
date of their issue.
    Columbia Maryland plans to finance part of its 1996 capital 
expenditure program with the sale of the New Notes. The interest rate 
and maturity on the New Notes will be equal to the weighted average 
cost of any long-term fixed rate financing issued by Columbia issued 
during the calendar quarter prior to an issuance of New Notes by 
Columbia Maryland (``Columbia Rate'').
    If Columbia does not issue long-term fixed rate financing during a 
calendar quarter prior to an issuance of New Notes, the interest rate 
will default to the Benchmark Rate defined in the original application-
declaration. The Benchmark Rate would be used for all New Notes issued 
in the subsequent quarter. The New Notes will be repaid 

[[Page 58419]]
over a term not exceeding thirty years. All of the New Notes will be 
purchased by Columbia on or before December 31, 1996.

Cinergy Corporation (70-8477)

    Cinergy Corporation (``Cinergy''), 139 East Fourth Street, 
Cincinnati, Ohio, 45202, a registered holding company, has filed a 
post-effective amendment to the declaration previously filed under 
sections 6(a), 7, and 12(b) of the Act and rules 45 and 54 thereunder.
    By order dated November 18, 1994 (HCAR No. 26159) (``1994 Order''), 
Cinergy was authorized to issue and sell up to eight million shares of 
common stock, $.01 par value (``Shares''), from time to time through 
December 31, 1995. Cinergy proposed to sell the Shares (i) through 
solicitation of proposals from underwriters or dealers, (ii) through 
underwriters or dealers on a negotiated basis, (iii) directly to a 
limited number of purchasers or to a single purchaser, and/or (iv) 
through agents. Cinergy also proposed to contribute up to $160 million 
of the net proceeds to the equity capital of its Indiana utility 
subsidiary, PSI Energy, Inc. (``PSI'').
    Cinergy proposed to have PSI use the funds for general corporate 
purposes, including the repayment of short-term indebtedness incurred 
for construction financing. Cinergy also proposed to use the balance of 
the net proceeds from the sale of the Shares for general corporate 
purposes, provided that it would not acquire interests in exempt 
wholesale generators (``EWGs'') or foreign utility companies 
(``FUCOs'') under sections 32 and 33 of the Act without separate 
authorization from the Commission.
    On December 19, 1994, pursuant to an effective shelf registration 
statement for the sale of the Shares, Cinergy (i) publicly issued and 
sold 7,089,000 of the Shares at a price of $23.25 per share, less 
underwriting discounts and commissions of $0.68 per share, to 
underwriters, and (ii) pursuant to the terms of the underwriting 
agreement, received net proceeds of $159,998,730, all of which Cinergy 
contributed to the equity capital of PSI.
    By order dated September 21, 1995 (HCAR No. 26376) (``1995 
Order''), Cinergy was authorized to apply up to $115 million in 
proceeds from sales of the Shares to acquire interests in EWGs and 
FUCOs through May 31, 1998. As of October 1, 1995, an aggregate of 
867,385 of the Shares remained available for issuance under the 1994 
Order (``Remaining Shares'').
    Cinergy now requests authorization to issue and/or sell the 
Remaining Shares from time to time through December 31, 1997 by any of 
the means detailed in the 1994 Order. Cinergy will apply the net 
proceeds from sales of the Remaining Shares to general corporate 
purposes, including repayment of short-term indebtedness, investments 
in subsidiaries, and acquisitions of interests in EWGs and FUCOs 
pursuant to the 1995 Order.
    In addition, Cinergy may issue some or all of the Remaining Shares, 
on one or more occasions through December 31, 1997, to Cinergy system 
employees, including officer employees.

Eastern Edison Co., et al. (70-8713)

    Eastern Edison Company (``Eastern''), 110 Mulberry Street, 
Brockton, Mass., 02403; Montaup Electric Company (``Montaup''), P.O. 
Box 2333, Boston, Mass., 02107; Blackstone Valley Electric Company 
(``Blackstone''), Washington Highway, P.O. Box 1111, Lincoln, Rhode 
Island, 02865; EUA Service Corporation (``EUA Service''), P.O. Box 
2333, Boston, Mass., 02107; Newport Electric Corporation (``Newport''), 
12 Turner Road, P.O. 4128, Middletown, Rhode Island, 02840; and EUA 
Ocean State Corporation (``Ocean State''), P.O. Box 2333, Boston, 
Mass., 02107, all subsidiaries of Eastern Utilities Associates 
(``EUA''), a registered holding company, have filed a declaration under 
sections 6(a) and 7 of the Act.
    Eastern, Montaup, Blackstone, EUA Service, Newport and Ocean State 
(``Applicants'') request authorization through December 31, 1997 to 
issue and sell short-term notes (``Notes'') to banks in aggregate 
amounts not to exceed $20 million for Eastern, $20 million for Montaup, 
$15 million for Blackstone, $5 million for EUA Service, $12 million for 
Newport and $5 million for Ocean State. The Notes will be issued to 
banks and might be renewed prior to December 31, 1997, provided no such 
notes will mature after September 30, 1998.
    Notes will be issued to banks pursuant to informal credit line 
arrangements at a floating prime rate or at available fixed money 
market rates. Notes will mature within one year of issuance. Notes 
bearing interest at the floating prime rate will be subject to 
prepayment at any time without premium. Notes bearing interest at 
available money market rates, which in all cases will be less than the 
prime rate, will not be prepayable.
    Credit lines with banks are subject in some cases to commitment 
fees. The existing bank credit lines expire on June 30, 1996 and their 
continued availability is subject to continuing review by the banks 
involved. Bank credit lines and arrangements may be increased or 
decreased or changed and additional lines may be obtained from other 
banks.
    The existing credit line arrangements provide for borrowing at the 
prime rate or money market rates together with a commitment fee equal 
to \3/16\ of 1% multiplied by the line of credit. Any such commitment 
fee will be allocated among the six applicants and other EUA system 
companies who have access to system lines of credit pursuant to 
applicable regulatory authority, in proportion to their respective 
borrowing authorizations.
    The funds to be borrowed by Applicants from the issuance of the 
Notes will be applied, together with other funds available to these 
companies, to (i) renew outstanding notes payable to banks, (ii) 
finance their respective 1996 and 1997 cash construction expenditures, 
(iii) provide funds to meet certain sinking fund, and retirements or 
redemptions of outstanding securities, (iv) provide funds to meet 
working capital requirements, and, (v) for other corporate purposes.
    The Notes issued to banks will be repaid through (i) the issuance 
of new notes, (ii) the internal generation of funds, and/or (iii) the 
issuance and sale of long-term debt and equity securities.

Gulf States Utilities Company (70-8721)

    Gulf States Utilities Company (``GSU''), 350 Pine Street, Beaumont, 
Texas 77701, and elecrtric utility subsidiary of Entergy Corporation, a 
registered holding company, has filed an application-declaration under 
sections 6(a), 7, 9(a), 10, 12(b), 12(c) and 12(d) of the Act and rules 
42, 44 and 54 thereunder.
    GSU seeks authorization through December 31, 2000 to issue and sell 
(a) one or more new series of GSU's First Mortgage Bonds (``Bonds''), 
(b) one or more new sub-series of the Medium Term Note Series of its 
First Mortgage Bonds (``MTNs'') , and/or (c) one or more new series of 
debentures, (``Debentures''), in an aggregate principal amount of up to 
$900 million, excluding the Collateral Securities (defined below) and 
debentures issued by GSU to support the obligations of special purpose 
subsidiaries issuing preferred securities referred to below (``Entity 
Subordinated Debentures''). Each series of Bonds, sub-series of MTNs 
and/or series of Debentures (other than the Entity Subordinated 
Debentures) will be sold at such price, will bear interest at such rate 
or rates and will mature on such date (not more than 40 years from the 
first day of the month of issuance) and have such other 

[[Page 58420]]
terms as will be determined at the time of sale.
    GSU requests an exception from the Commission's Statement of Policy 
Regarding First Mortgage Bonds for any series of Bonds, sub-series of 
MTNs and/or Debentures with respect to the use of a sinking fund and a 
maintenance and operating fund, and with respect to redemption, 
dividend and other terms.
    GSU further proposes to issue and sell, from time to time through 
December 31, 2000, (a) through special purpose subsidiaries (``Issuing 
Entities''), one or more new series of the preferred securities of a 
subsidiary of GSU (``Entity Interests''), (b) one or more new series of 
its preferred stock (``Preferred''), and (c) one or more new series of 
its preference stock (``Preference''), in a combined aggregate amount 
not to exceed $400 million.
    Either GSU or special purpose subsidiaries will acquire all voting 
interests in the Issuing Entities, whose sole business will be to issue 
the Entity Interests. Proceeds from the sale by an Issuing Entity of 
Entity Interest, together with equity contributions made directly or 
indirectly by GSU to that Issuing Entity, will be used to purchase 
Entity Subordinated Debentures to be issued by GSU to that Issuing 
Entity.
    Obligations of an Issuing Entity under Entity Interests it has 
issued will be supported by GSU's obligations under the Entity 
Subordinated Debentures issued to that Issuing Entity, and will mirror 
the terms of those Entity Subordinated Debentures. Each series of 
Entity Subordinated Debentures will not exceed in aggregate principal 
amount aggregate stated amount of the related Entity Interests and will 
mature not more than 50 years from its date of issuance. Additionally, 
GSU may guarantee obligations of each Issuing Entity under the Entity 
Interests if has issued.
    Entity Subordinated Debentures will be expressly subordinated to 
certain senior indebtedness of GSU, and may also provide for the 
deferral of interest for specified periods. Accordingly, each Issuing 
Entity will have the right to defer distributions on its Entity 
Interests for a specified period, but only if and to the extent that 
GSU defers the interest payments on the Entity Subordinated Debentures 
pursuant to the subordination provisions of those Debentures.
    Each share of Preferred may or may not have par value and may 
deviate from the Commission's Statement of Policy Regarding Preferred 
Stock (``Preferred Stock SOP'') with respect to redemption and other 
provisions. Each share of Preference will have no par value and may 
deviate from the Preferred Stock SOP with respect to redemption and 
other provisions.
    GSU proposes to use the net proceeds derived from the issuance and 
sale of Bonds, the MTN's, the Debentures, the Entity Interests, the 
Preferred, and the Preference for general corporate purposes, 
including, but not limited to, the possible acquisition of certain 
outstanding securities.
    GSU also proposes to enter into arrangements to finance on a tax-
exempt basis certain pollution control facilities (``Facilities''). GSU 
proposes, from time to time through December 31, 2000, to enter into 
one or more leases, subleases, installment sale agreements, refunding 
agreements or other agreements and/or supplements and/or amendments 
thereto (each and all of the foregoing being referred to herein as the 
``Agreement'') with one or more issuing governmental authorities 
(individually and collectively being referred to herein as the 
``Authority''), pursuant to which the Authority may issue one or more 
series of tax-exempt revenue bonds (``Tax-Exempt Bonds'') in an 
aggregate principal amount not to exceed $250 million. Pursuant to the 
Agreement, GSU will be obligated to make payments sufficient to pay the 
principal or redemption price of, the premium, if any, and the interest 
on Tax-Exempt as the same become due and payable. Under the Agreement, 
GSU will also be obligated to pay certain fees incurred in the 
transactions.
    Each series of the Tax-Exempt Bonds will mature no later than forty 
years from the date of issuance. Each Agreement and indenture 
(``Indenture'') under which the Tax-Exempt Bonds will be issued will 
provide for either a fixed interest rate or an adjustable interest rate 
for each series of Tax-Exempt Bonds. The Tax-Exempt Bonds may be 
subject to optional redemption by the issuing Authority, at the 
direction of the GSU, in whole or in part.
    In order to obtain a more favorable rating and thereby improve the 
marketability of one or more series of the Tax-Exempt Bonds, GSU may: 
(a) Arrange for one or more letters of credit with one or more banks 
(collectively, ``Bank'') in favor of the trustees under the indentures 
for one or more such series (collectively, ``Trustee'), (b) provide an 
insurance policy for the payment of the principal, interest and/or 
premium in connection with one or more such series, or (c) issue and 
pledge one or more new series of its first mortgage bonds (``Collateral 
Securities'') to the Trustee and/or the Bank to evidence and secure 
GSU's obligations under the Agreement and/or the reimbursement 
agreements underlying the letters of credit, in a combined aggregate 
principal amount not to exceed $275 million.
    GSU also proposes to acquire, through tender offers or otherwise, 
of up to $1.55 billion in aggregate principal amount of certain of its 
outstanding securities, including its outstanding first mortgage bonds, 
medium-term notes, preferred stock, preference stock, and/or pollution 
control or industrial revenue bonds issued for GSU's benefit, at any 
time, prior to December 31, 2000.

Fidelity Management & Research Company, et al. (70-8735)

    Fidelity Management & Research Company (``FMR Co.''), an investment 
adviser registered under section 203 of the Investment Advisers Act of 
1940, as amended, and Fidelity Management Trust Company (``FMTC''), a 
bank as defined in section 3(a)(6) of the Securities Exchange Act of 
1934, as amended, both located at 82 Devonshire Street F7D, Boston, 
Massachusetts 02109-3614, have filed an application for an order 
granting exemption under section 3(a)(4) from all provisions of the Act 
except section 9(a)(2). Alternatively, they request an order of 
exemption under section 3(a)(3).\3\ (FMR Co. and FMTC are hereafter 
collectively referred to as ``Fidelity'' or the ``Applicant.'')

    \3\ FMR Co. and FMTC are each Massachusetts corporations and 
wholly-owned subsidiaries of a third Massachusetts corporation, FMR 
Corp. If an exemption is granted to the subsidiaries, the parent, 
FMR Corp., and its controlling shareholders, will claim exemption 
from regulation under the Act, pursuant to rule 10(a)(2).
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    Fidelity is principally engaged in the business of investment 
management, with approximately $373.6 billion of assets under 
management as of August 31, 1995.\4\ Neither the Applicant nor any of 
its affiliates is currently a ``public utility company'' or ``holding 
company'' under the Act.

    \4\ FMR Co. provides investment advisory services to investment 
companies registered under section 8 of the Investment Company Act 
of 1940, as amended, and serves as investment adviser to certain 
other funds which are generally offered to limited groups of 
investors. FMTC serves as trustee or investment manager for various 
private investment accounts, primarily employee benefit plans. 
Fidelity affiliates are also involved in various other lines of 
business including, but not limited to, venture capital asset 
management, securities brokerage, transfer and shareholder 
servicing, and real estate development.
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    As part of Fidelity's distressed investment business, various funds 
and accounts under Fidelity's management have purchased outstanding 
lease obligation bonds, secured leases obligation bonds and unsecured 
debt of El Paso Electric Company (``El Paso''), a public utility 
company which filed for 

[[Page 58421]]
relief under Chapter 11 of the United States Bankruptcy Code on January 
8, 1992.\5\ At present, approximately fifteen funds and accounts 
managed by Fidelity hold, in the aggregate, outstanding lease 
obligation bonds and secured lease obligation bonds of El Paso with 
face value of approximately $224 million and approximately $83 million 
of El Paso's unsecured debt. Fidelity states that these debt securities 
were acquired for investment purposes, continue to be held exclusively 
for such purposes and, at current market value, represent approximately 
six one hundredths of a percent (0.06%) of the assets under its 
management and have produced a comparable percentage of its income 
since their acquisition.

    \5\ El Paso generates and distributes electricity in El Paso, 
Texas and in an area of the Rio Grande Valley in western Texas and 
southern New Mexico. It also sells electricity to wholesale 
customers in southern California, New Mexico, Texas, and Mexico. Its 
interconnected system serves approximately 271,000 customers and 
covers an estimated population of 818,000. El Paso had revenues of 
approximately $550 million in 1994.
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    Applicant states that negotiations between El Paso and its 
creditors, including Fidelity, have produced a Fourth Amended Plan of 
Reorganization, dated October 27, 1995 (``Fourth Plan of 
Reorganization''),\6\ pursuant to which, among other things, eighty-
five percent (85%) of the common stock or reorganized El Paso would be 
distributed to these creditors in exchange for the debt they now hold 
of the existing El Paso. In the event of such a distribution, the 
various funds and accounts managed by Fidelity would receive, in the 
aggregate, up to thirty percent (30%) of the common stock of 
reorganized El Paso. Applicant states that Fidelity would hold these El 
Paso voting securities for investment purposes only and would reduce 
its aggregate interest to less than ten percent (10%) of the 
outstanding voting securities of reorganized El Paso as soon as it is 
financially reasonable to do so, consistent with its fiduciary 
obligations to its investors.

    \6\ Previous efforts to structure three different plans of 
reorganization were unsuccessful.
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    Applicant anticipates confirmation of the Fourth Plan of 
Reorganization on January 9, 1996, and states that it is a condition 
precedent to confirmation that Fidelity not be required to register as 
a holding company under the Act and reorganized El Paso not be deemed 
to be a subsidiary company of a registered holding company.
    Applicant states that the voting securities of El Paso that would 
be distributed to Fidelity's various funds and accounts pursuant to the 
Fourth Plan of Reorganization would be held by approximately fifteen 
(15) separate entities, none of which would hold ten percent (10%) or 
more of such voting securities. It asserts that Fidelity would not be a 
holding company within the meaning of section 2(a)(7) of the Act unless 
such interests are aggregated and contends that fidelity will not 
exercise such a controlling influence over the management or policies 
of reorganized El Paso as to make it necessary or appropriate to 
aggregate and so subject Fidelity to regulation as a holding 
company.\7\

    \7\ As a member of the Official Committee of Unsecured Creditors 
(the ``Creditors' Committee'') in the El Paso Chapter 11 proceeding, 
Fidelity has participated in the negotiation of the Fourth Plan of 
Reorganization. As one of three co-chairs of the Creditors' 
Committee, Fidelity serves on a five member committee that will 
nominate nine new members of the Board of Directors of reorganized 
El Paso, and recommend one of those new members for the position of 
Chief Executive Officer of the reorganized El Paso. The other four 
members will be existing members of the current Board. All of these 
selections will be subject to the approval of the Current Board of 
Directors of El Paso. The Creditors' Committee will be dissolved at 
the close of business on the effective date of the Fourth Plan of 
Reorganization. Thereafter, Fidelity will vote to protect its 
interests as a shareholder, but it will not be represented on the 
Board by any of its directors, officers, or other employees. As a 
large shareholder, Fidelity may be invited to attend meetings of 
reorganized El Paso's Board of Directors as an observer, on a non-
voting basis.
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    Positioning solely for purposes of this application that the voting 
interests should be aggregated so as to render Fidelity a holding 
company, Fidelity states that it would nonetheless be entitled to an 
exemption under section 3(a)(4) or section 3(a)(3) of the Act. 
Applicant asserts that it is temporarily a holding company solely by 
reason of the acquisition of securities for purposes of liquidation or 
distribution in connection with a bona fide debt previously contracted. 
Fidelity requests an exemption under section 3(a)(4) for a period of up 
to three years from the date of acquisition of the El Paso voting 
securities to enable it to reduce its holdings in reorganized El Paso 
in an orderly fashion, consistent with market conditions and its 
fiduciary obligations to its investors.\8\ Applicant also asserts that 
it is only incidentally a holding company, being primarily engaged or 
interested in one or more businesses other than the business of a 
public-utility company and not deriving, directly or indirectly, any 
material part of its income from any one or more subsidiary companies, 
the principal business of which is that of a public-utility company. 
Applicant further asserts that granting Fidelity an exemption under 
section 3(a)(4) or 3(a)(3) will not result in detriment to the public 
interest or the interest of investors or consumers.

    \8\ Fidelity states that, if despite its good faith efforts, it 
is unable to reduce its holdings in reorganized El Paso voting 
securities to an aggregate of less than ten percent (10%), in a 
manner that is consistent with its fiduciary obligations, it will 
seek an order extending the period of the exemption.
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    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-28793 Filed 11-24-95; 8:45 am]
BILLING CODE 8010-01-M