[Federal Register Volume 60, Number 228 (Tuesday, November 28, 1995)]
[Notices]
[Pages 58702-58705]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-29002]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26415; International Series Release No. 888]


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

November 21, 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, 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 by 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.

Northeast Utilities (70-7883)

    Northeast Utilities (``Nu''), 174 Brush Hill Avenue, West 
Springfield, Massachusetts 01090-0010, a registered holding company, 
has filed a post-effective amendment to its application-declaration 
under sections 6(a), 7, 9(a), and 10 of the Act and rule 54 thereunder.
    By order dated November 18, 1991 (HCAR No. 25411) (``Order''), the 
Commission approved the issuance and sale of up to 11 million NU common 
shares, $5.00 par value, to an employee stock ownership plan (``ESOP'') 
trust to be added to a NU system 401(k) plan (``Plan'').
    In accordance with the terms of the Order, the Plan, and the ESOP 
trust agreement, the ESOP trustee votes allocated ESOP shares as 
directed by the employee participants who beneficially own the 
allocated shares, and abstains from voting allocated ESOP shares for 
which no direction from the beneficial owner is received. No change in 
the voting of allocated ESOP shares is contemplated.
    However, under the Order the ESOP trustee votes the unallocated 
shares in the same proportion of yes and no votes and abstentions as it 
votes the allocated shares. This results in a large number of 
abstentions of unallocated ESOP shares. The nonvoted unallocated shares 
represented almost 3 percent of NU's shares outstanding at the time of 
its last annual meeting on May 23, 1995.
    NU now proposes to amend the Plan and the ESOP trust agreement to 
modify the manner in which the ESOP trustee votes the unallocated 
shares held in the ESOP trust. Under the proposed change, allocated 
ESOP shares would still be voted in accordance with participant 
instructions, including abstaining from voting allocated ESOP shares 
for which no instructions are received. However, unallocated ESOP 
shares would be voted ``yes'' or ``no'' in the same proportions as 
allocated ESOP shares for which voting instructions are received.
    In a ``no-action'' letter dated March 25, 1992, the Commission 
staff analyzed the trust holdings of NU common shares under the Plan, 
including the voting requirements for the ESOP shares, and concluded 
that it would not recommend any enforcement action under the Act that 
would result in the Plan or the bank trustee under the Plan being 
deemed to be a ``holding company,'' as defined in section 2(a)(7)(A) of 
the Act, or an ``affiliate,'' as defined in section 2(a)(11)(A) of the 
Act, on account of the 

[[Page 58703]]
trustee's holding and voting the NU common shares under the Plan. NU 
believes that following the change in the voting of unallocated shares 
described above, the ESOP trustee should still not be deemed to ``own, 
control, or hold with power to vote'' the shares held in the ESOP 
trust, and that such shares should still not be counted in determining 
whether the Plan or the ESOP trustee is a ``holding company'' or 
``affiliate'' of NU under the Act, because the ESOP trustee will still 
have no discretion as to how ESOP shares are voted.

NorAm Energy Corp. (70-8673)

    NorAm Energy Corporation (``NorAm''), 1600 Smith, 11th floor, 
Houston, Texas, 77002, has filed an application under Section 3(b) of 
the Act for an order of exemption in connection with its contemplated 
acquisition, for an aggregate investment of up to $150 million over the 
next five-year period, of (i) An interest in concessions granted by the 
government of Colombia to establish natural gas distribution services 
to areas in Colombia, (ii) an interest in concessions granted by the 
government of Mexico to establish natural gas distribution services in 
Mexico, and (iii) a minority interest in one or more existing Mexican 
natural gas distribution businesses.
    NorAm is engaged in the distribution and transmission of natural 
gas, with business and operations in Texas, Louisiana, Arkansas, 
Mississippi, Oklahoma, Missouri and Minnesota. NorAm is not a public 
utility holding company under the Act.
    NorAm proposes to participate in the purchase of an interest in 
concessions granted by the government of Colombia. NorAm will acquire 
minority interests in each concession through ownership of a Colombian 
corporation (``Colombian Corporation'').
    NorAm also proposes to participate in the purchase of an interest 
in concessions granted by the government of Mexico and the purchase of 
minority interests in one or more existing Mexican natural gas 
distribution businesses. NorAm will participate in such acquisitions 
through a memorandum of understanding entered into with Grupo Gutsa and 
TransCanada Pipelines for the creation of a subsidiary in Mexico 
(``Mexican Corporation''). NorAm's interests in the Colombian 
concessions and the Mexican concessions and businesses will in each 
instance not exceed 49%.
    The concessions and existing Mexican gas distribution businesses 
would be gas utility companies under the Act. Thus NorAm, the Colombian 
Corporation and the Mexican Corporation would each be a holding company 
under the Act.
    Section 3(b) of the Act authorizes the Commission to exempt any 
subsidiary company of a holding company from the Act if such subsidiary 
company derives no material part of its income, directly or indirectly, 
from sources within the United States, and neither it nor any of its 
subsidiary companies is a public utility company operating in the 
United States.
    NorAm states that neither the concessions nor the existing 
businesses will derive any income, directly or indirectly, from sources 
in the United States, and will operate, or have any subsidiary 
operating, as a public utility company in the United States. NorAm 
further states that the proposed acquisitions will not affect or impair 
utility functions or the financial condition of NorAm. Under these 
circumstances, NorAm states that it is not necessary in the public 
interest or for the protection of investors to subject the concessions 
or the existing businesses to any provisions of the Act.

Entergy Corporation, et al. (70-8681)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company, and its wholly-owned, 
nonutility subsidiary company, Entergy Enterprises, Inc. 
(``Enterprises''), Three Financial Centre, Little Rock, Arkansas 72211, 
have filed an application-declaration under sections 6(a), 7, 9(a), 10, 
12(b) and 13 of the Act and rules 45 and 54 thereunder.
    Entergy proposes to invest up to $30 million through September 30, 
1997, in one or more new direct or indirect subsidiaries of Entergy 
and/or Enterprises (``New Subsidiaries''). The investments would be in 
the form of acquisitions of stock and/or debt securities, capital 
contributions, open account advances, guarantees of indebtedness or 
other extensions of credit, whether directly in the New Subsidiary or 
through one or more New Subsidiary intermediate holding companies. As a 
percentage of consolidated assets of the Entergy System ($22.5 billion 
at June 30, 1995), the proposed investments would amount, in the 
aggregate, to not more than 0.133%. Interest on the debt securities 
would be established at a rate not to exceed the prime rate in effect 
on the date of the issuance of the securities at a bank designated by 
Entergy, and the debt securities would have a maturity not later than 
December 31, 2005.
    The New Subsidiaries either directly or indirectly would acquire 
interests in nonutility businesses including, among others, network-
based businesses, telecommunications, energy and security management 
services businesses or environmental technology businesses. Network-
based businesses or telecommunications would involve wired or wireless 
networks or systems, including, among others, cable or personal 
communications or other data communications services, which could be 
interactive and developed to permit utility applications, including 
remote meter reading and reporting of power outages. Such businesses 
could operate inside and outside the Entergy System's service 
territory, or both. The proceeds from the investments will not be used 
to invest directly or indirectly in an exempt wholesale generator or 
foreign utility company.
    The proposed investments would be made nonrecourse as to other 
Entergy System companies and assets, and be isolated in one or more New 
Subsidiaries. Enterprises would provide services to the New 
Subsidiaries of the types and at the prices specified pursuant to the 
Commission's order dated June 30, 1995 (HCAR No. 26322). To the extent 
that additional affiliate transactions between the New Subsidiaries and 
other Entergy System companies, except for the investments and the 
provision of services by Enterprises, become necessary, the applicants 
will seek any requisite regulatory approval at the time.

Cinergy Corp., et al. (70-8717)

    Cinergy Corp., a registered holding company, and Cincinnati Gas & 
Electric Company (``CG&E''), its wholly-owned public-utility subsidiary 
company (collectively, ``Applicants''), both located at 139 East Fourth 
Street, Cincinnati, Ohio 45202, have filed a declaration under section 
12(d) of the Act and rules 42, 44 and 54 thereunder. Applicants request 
authorization for CG&E to sell certain moveable property of its 
Woodsdale Generating Station, Units 1 and 7, including gas combustion 
turbines, transformers, boilers and water pumps (``Equipment''), to a 
non-affiliated third-party finance lessor which would concurrently 
lease back the Equipment to CG&E.\1\

    \1\ Applicants are not seeking authorization from this 
Commission for the leaseback of the Equipment. CG&E has applied to 
the Public Utilities Commission of Ohio (``PUCO''), the state 
commission with jurisdiction over CG&E, for approval of the 
leaseback transaction. Upon receipt of a PUCO order approving the 
leaseback (a copy of which will be filed with this Commission by 
amendment to applicant's declaration), applicants will rely on the 
exemption provided by section 9(b)(1) of the Act.
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    Applicants expect the Equipment to be sold for an amount not to 
exceed $40 

[[Page 58704]]
million and not less than its net book value (estimated to be not less 
than $20 million), depending on its aggregate appraised value, as 
determined by an independent appraiser to be selected by the buyer. 
CG&E would use the net proceeds from the sale of the Equipment to 
redeem, prior to maturity, all or some of one or more series of its 
outstanding first mortgage bonds and repay short-term debt incurred in 
connection with such redemption.\2\ The balance, if any, of such net 
proceeds would be used for other general corporate purposes. CG&E is 
currently considering the redemption, in whole or in part of its First 
Mortgage Bonds, 10.20% Series due December 1, 2020, which are callable 
December 1, 1995 at a redemption price of 107.44% plus accrued interest 
to the redemption date.\3\

    \2\ If short-term debt is used to redeem bonds prior to 
receiving regulatory authority for the sale of the Equipment, CG&E 
will use net Equipment sale proceeds to repay all or a portion of 
such short-term debt.
    \3\ As of September 30, 1995, these bonds had an aggregate 
principal amount of $150 million outstanding.
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    Applicants state that the proposed redemption of high cost first 
mortgage bonds using the Equipment sale proceeds is expected to produce 
greater cost savings than might otherwise be achieved if CG&E were to 
issue and sell other securities to fund the redemption.

National Fuel Gas Company, et al. (70-8729)

    National Fuel Gas Company (``National''), a registered holding 
company, 10 Lafayette Square, Buffalo, New York 14203, and its wholly-
owned subsidiary companies: National Fuel Gas Distribution Corporation 
(``Distribution''), National Fuel Gas Supply Corporation (``Supply''), 
Seneca Resources Corporation (``Seneca''), Highland Land & Minerals, 
Inc. (``Highland''), Leidy Hub, Inc. (``Leidy''), Horizon Energy 
Development, Inc. (``Horizon''), Data-Track Account Services, Inc. 
(``Data-Track''), all located at 10 Lafayette Square, Buffalo, New York 
14203, National Fuel Resources, Inc. (``NFR''), 478 Main Street, 
Buffalo, New York 14202 and Utility Constructors, Inc. (``UCI''), East 
Erie Extension, Linesville, Pennsylvania 16424 (collectively, 
``Subsidiary Companies''), have filed an application-declaration 
pursuant to sections 6(a), 7, 9(a), 10, 12 (b) and 12(f) of the Act and 
rules 43, 45 and 54 thereunder.
    By prior Commission order, National and its Subsidiary Companies 
were authorized to participate in the National system money pool 
(``Money Pool'') through December 31, 1995. National and its Subsidiary 
Companies now propose to continue to participate in, and incur short-
term borrowings from the Money Pool, through December 31, 2000. Total 
outstanding short-term borrowings from the Money Pool by Distribution 
will not exceed a principal amount of $315 million. National will not 
borrow funds from any Subsidiary Company through the Money Pool.
    In addition, in the event that intra-system sources of funds are 
insufficient to meet short-term needs of the Subsidiary Companies, 
National proposes, from time-to-time through December 31, 2000, to: (1) 
Issue and sell, up to $300 million aggregate principal amount at any 
one time outstanding of commercial paper (``Commercial Paper'') 
directly or through dealers and placement agents; and/or (2) issue an 
aggregate principal amount of up to $600 million of short-term 
unsecured notes (``Notes'') under credit facilities with banks and 
financial institutions. The aggregate principal amount of such 
Commercial Paper and Notes shall not exceed $600 million outstanding at 
any one time. The proceeds of such external borrowings by National 
shall be made available to its Subsidiary Companies through the Money 
Pool. In addition, National proposes that up to $75 million of its 
external borrowing be made available for its own corporate purposes.
    If only surplus funds of National and its Subsidiary Companies make 
up the funds available in the Money Pool, the interest rate applicable 
and payable to or by the Subsidiary Companies for all loans of such 
surplus funds will be the rates for high grade unsecured 30-day 
commercial paper sold through dealers by major corporations as quoted 
in The Wall Street Journal.
    If external funds make up all of the funds available in the Money 
Pool, or when surplus funds from National and other participating 
Subsidiary Companies and external funds are concurrently borrowed 
through the Money Pool, the interest rate applicable to all such 
borrowings and payable by borrowing Subsidiary Companies will be equal 
to National's net cost for such external borrowings.
    The borrowing arrangements with banks or financial institutions may 
require compensating balances and/or commitment fees or similar fees. 
National requests authority to incur, if necessary, commitment or 
similar fees not to exceed one-half (\1/2\) of one percent (1%) of 
average daily credit facilities available, and/or compensating balances 
not to exceed twenty percent (20%) of the credit facility established. 
National, at all times, will attempt to negotiate the most favorable 
effective borrowing rate taking into account any compensating balances 
and/or fees.
    National has, and from time to time through December 31, 2000, will 
continue to enter into interest rate and currency exchange agreements 
(``Swap Agreement(s)'') with one or more parties (``Counterparty''), 
covering a total principal amount of up to $300 million for terms of 
one month to five years. In no event will the effective fixed rate of 
interest paid by National inclusive of any fees, exceed by more than 
2.0% per annum the yield, at the time of entering into any such Swap 
Agreement, on direct obligations of the U.S. Government with maturities 
comparable to that of the applicable Swap Agreement. From time to time, 
National may be obligated to pay arrangement fees and/or legal fees and 
other expenses in connection with these Swap Agreements. National 
requests authority to allocate all such fees and expenses together with 
the payments made to a Counterparty or received from a Counterparty 
among National and the Subsidiary Companies based upon their weighted 
average amount of borrowings outstanding during the period when such 
amounts are paid or received.

Consolidated Natural Gas Company (70-8739)

    Consolidated Natural Gas Company (``Consolidated''), CNG Tower, 625 
Liberty Avenue, Pittsburgh, Pennsylvania 15222, a registered holding 
company, has filed a declaration under sections 6(a), 7, 9(a), 10, and 
12(c) of the Act and rules 42 and 54 thereunder.
    Consolidated seeks authorization to implement a stockholder rights 
plan (``Plan'') and to enter into a related Rights Agreement 
(``Agreement'') with Society National Bank, as agent. To implement the 
Plan, the board of directors of Consolidated would declare a dividend 
distribution of one right (``Right'') for each outstanding share of 
common stock, $2.75 par value, of Consolidated (``Common Stock'') to 
stockholders of record at the close of business on a specified record 
date. Each Right would entitle the holder to purchase from Consolidated 
one-half of a share of Common Stock at a price of $175 per share 
($87.50 per half-share), subject to adjustment (``Purchase Price''). 
Initially, the Rights will be evidenced by the certificates for shares 
of Common Stock to which they relate, and will be transferable only 
with the Common Stock. Until a Right is exercised or exchanged for 
Common Stock, as described below, the holder, as 

[[Page 58705]]
such, will have no rights as a stockholder of Consolidated.
    Upon the earlier to occur of (a) ten days after the date (``Shares 
Acquisition Date'') of the public announcement that a person or 
affiliated group (``Acquiring Person'') has acquired or obtained the 
right to acquire beneficial ownership of securities having 10% or more 
of the voting power of the outstanding voting securities of 
Consolidated, or (b) ten days after commencement of, or announcement of 
the intention of a person to make, a tender or exchange offer that 
would result in such person acquiring, or obtaining the right to 
acquire, beneficial ownership of securities having 10% or more of the 
voting power of the outstanding voting securities of Consolidated (such 
earlier date being the ``Distribution Date''), separate certificates 
evidencing the Rights will be mailed to holders of record of Common 
Stock as of the close of business on the Distribution Date.
    The Rights will become exercisable after the Distribution Date on 
the following terms: (1) If a person becomes an Acquiring Person after 
the Distribution Date, each holder (other than an Acquiring Person) may 
exercise a Right and receive Common Stock (or, in certain cases, cash, 
property or other securities of Consolidated) having a value equal to 
two times the Purchase Price of the Right then in effect. Rights that 
are beneficially owned by an Acquiring Person will be null and void. 
(2) If, after the Shares Acquisition Date, Consolidated is acquired in 
a business combination transaction of 50% or more of its assets or 
earning power is sold or transferred, each holder of a Right will have 
the right to receive, upon exercise, common stock of the acquiring 
company having a value equal to two times the Purchase Price of the 
Right then in effect.
    The Purchase Price is subject to adjustment to prevent dilution in 
certain situations involving stock dividends, splits, combinations or 
reclassification; grants of warrants to subscribe for or purchase 
Common Stock or convertible securities at less than market price; or 
distribution to holders of Common Stock of evidences of indebtedness or 
assets or of subscription rights or warrants. Adjustments will be 
required upon the earlier of three years from the date of the event 
giving rise to the adjustment or the time when cumulative adjustments 
require a 1% or more change in the Purchase Price.
    Consolidated may redeem the Rights in whole, but not in part, prior 
to 5 p.m. on the tenth day after the Shares Acquisition Date (subject 
to extension by the board of directors of Consolidated for an 
additional 20 days), at a price of $0.01 per Right, payable in cash or 
stock. In addition, at any time after a person becomes an Acquiring 
Person, the board may exchange the Rights (other than Rights held by an 
Acquiring Person, which become void), in whole or in part, at an 
exchange ratio of one share of Common Stock (and/or other securities, 
cash or other assets having the same value as a share of Common Stock) 
per Right, subject to adjustment.
    The Agreement may be amended by the board of directors of 
Consolidated without the consent of the holders of Rights prior to the 
Distribution Date. Therefore, the board may amend the Agreement in 
order to cure any ambiguity, defect or inconsistency or to make changes 
that do not adversely affect the interests of holders of Rights (other 
than any Acquiring Person), provided that no amendment may be made on 
and after the Distribution Date that changes the principal economic 
terms of the Rights.

Yankee Atomic Electric Company (70-8743)

    Yankee Atomic Electric Company (``Yankee Atomic''), 580 Main 
Street, Bolton, Massachusetts 01740, a subsidiary of both New England 
Electric System and Northeast Utilities, both registered holding 
companies, has filed an application under sections 6(a) and 7 of the 
Act and rule 54 thereunder.
    By order dated March 11, 1994 (HCAR No. 26002), Yankee Atomic was 
authorized to borrow up to $10 million through December 31, 1995.
    Yankee Atomic now proposes to borrow money from one or more banks 
up to a maximum aggregate amount outstanding at one time of $10 
million, from January 1, 1996 through December 31, 1997.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-29002 Filed 11-27-95; 8:45 am]
BILLING CODE 8010-01-M