[Federal Register Volume 60, Number 244 (Wednesday, December 20, 1995)]
[Notices]
[Pages 65718-65720]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30905]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26432]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
December 15, 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
[[Page 65719]]
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 January 8, 1996, 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 (70-8087)
Central and South West Corporation (``CSW''), 1616 Woodall Rodgers
Freeway, Dallas, Texas 75266-0164, a registered holding company, has
filed an application-declaration under sections 6(a), 7, 9(a) and 10 of
the Act and rules 43, 53 and 54 thereunder.
CSW currently has in place a Dividend Reinvestment and Stock
Purchase Plan (``Current Plan'') pursuant to which shares of CSW's
common stock, $3.50 par value per share (``Common Stock''), are either
newly issued or purchased in the open market with reinvested dividends
and optional cash payments made by registered shareholders of CSW,
employees and eligible retirees of CSW or its subsidiaries and non-
shareholders of legal age who are residents of the States of Arkansas,
Louisiana, Oklahoma and Texas.
CSW now proposes to make certain amendments to the Current Plan
(``Plan'') (a) to increase the number of originally issued shares of
Common Stock that may be offered pursuant to the Plan from 5 to 10
million, (b) to permit non-shareholders of legal age who are residents
of all fifty States of the United States and the District of Columbia
to participate in the Plan, (c) to increase the initial cash investment
required for enrollment in the Plan by non-employees and non-retirees
from $100 to $250, and (d) to change the frequency of investment in
shares of Common Stock by the Plan from bi-monthly to weekly.
The Plan will be open to registered shareholders of CSW, employees
and eligible retirees of CSW or its subsidiary companies, and non-
shareholders of legal age who are residents of the fifty States of the
United States and the District of Columbia. Such residents include but
are not limited to retail electric customers of CSW's public utility
subsidiaries.
Consistent with the Current Plan, the Plan will include full,
partial or no reinvestment of dividends and the ability to make
optional cash purchases of at least $25 per investment and not more
than $100,00 annually. There is an initial purchase requirement of $250
in order to enroll in the Plan. Employees and retirees will be able to
participate in the Plan through payroll/pension deductions with a $10
minimum per pay period.
The shares of Common Stock purchased under the Plan with the
initial cash investments, optional cash purchase payments and
reinvested dividends, if any, may be, in the discretion of CSW,
authorized but previously unissued Common Stock or shares of Common
Stock purchased on the open market by the independent agent of the Plan
(``Independent Agent''). CSW proposes to use the proceeds from the sale
of the newly issued shares of Common Stock for repayment of long- or
short-term indebtedness, by working capital or for other general
corporate purposes. Purchases will be made weekly on each Monday of
each week (or, if not a business day, the next succeeding business
day). The timing and manner of purchases and sales on the open market
will be determined solely by the Independent Agent. The price of shares
of newly issued Common Stock will be the average of the daily high and
low sale prices of the Common Stock on the New York Stock Exchange on
the applicable investment date. The price of shares of Common Stock
purchased on the open market by the Independent Agent with respect to
any investment period will be the average price of all such shares of
Common Stock purchased during such investment period plus brokerage
commissions and other fees. The investment period will commence on each
Monday of each week (or, if not a business day, the next succeeding
business day) and will continue until all applicable funds are
invested, but in no instance past the day prior to the commencement of
the next investment period.
A Participant may sell or withdraw all or a portion of his/her
shares at any time. Sales will be made weekly by the Independent Agent
and the price will be the weighted average cost of shares sold during
the applicable investment period, less fees and commissions/
CSW's Shareholder Services Department will continue to share the
administration of the Plan with the Independent Agent. The Independent
Agent will make open market purchases and sales under the Plan and CSW
will handle the other elements of Plan administration. Participants
will receive quarterly statements of activity in their account.
EUA Cognenex Corporation (70-8755)
EUA Cogenex Corporation (``Cogenex''), P.O. Box 2333, Boston,
Massachusetts 02107, a nonutility subsidiary of Eastern Utilities
Associates (``EUA''), a registered holding company, have filed an
application-declaration under sections 9(a), 10, 12(b), 12(f) and 13 of
the Act and rules 45, 53, 54, 90 and 91 thereunder.
Cogenex proposes to form a Delaware limited liability company (``JV
ESCO'') with Westar Business Services, a nonaffiliated Kansas
corporation and a wholly owned subsidiary of Western Resources, Inc., a
Kansas corporation, for the purpose of providing energy conservation
services in the states of Kansas, Missouri, Nebraska, Oklahoma and
Arkansas and to other Westar or Cogenex customers outside such states
as opportunities arise (``Territory''). Cogenex and Westar will each
own 50% of JV ESCO and share equally in the capital contributions,
allocations of profits and losses and distributions of JV ESCO. JV ESCO
will be governed overall by a board of directors comprised of six
directors, three of whom will be appointed by Cogenex and three by
Westar. Daily management decisions will be made by a management
committee comprised of one representative from each of Cogenex and
Westar. Cogenex and Westar 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. Cogenex states that capital
contributions to JV ESCO will be exempt from the requirement of
Commission authorization pursuant to rule 45(b)(4). Cogenex and Westar
will subcontract personnel to JV ESCO at cost as needed until such
time, if any, as JV ESCO employs its own personnel.
Cogenex and Westar entered into a letter agreement dated November
15, 1995 in which they 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
[[Page 65720]]
sooner by the formation of JV ESCO or by the decision of one or both of
Cogenex and Westar. Cogenex and Westar will assign all contracts and
business opportunities obtained during the Interim Period within the
Territory at cost by JV ESCO. Cogenex and Westar will also be
reimbursed by JV ESCO for their expenses incurred during the Interim
Period but not previously reimbursed.
Cogenex and Westar also propose to guarantee third party loans to
JV ESCO for up to an aggregate of $15 million. Cogenex states that such
guarantees shall be made within five years of the formation of JV ESCO.
Cogenex also states that any amount borrowed by JV ESCO from third
party lenders will be through loans exempt from the requirement of
Commission authorization pursuant to rule 52(b).
Cogenex requests that any goods or services furnished by Cogenex or
any of its associate companies (other than an associate company 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 associate companies.
Hope Gas, Inc., et al. (70-8757)
Hope Gas, Inc. (``Hope Gas''), Bank One Center, Clarksburg, West
Virginia, 26302-2868, a gas public utility subsidiary company of
Consolidated Natural Gas Company (``CNG''), a registered holding
company, and CNG Producing Company (``CNGP''), 1450 Poydras Street, New
Orleans, Louisiana, 70112-6000, a gas and oil exploration and
production subsidiary company of CNG, have filed an application under
sections 9(a) and 10 of the Act and rules 43 and 54 thereunder.
Hope Gas has signed a binding letter of intent, contingent upon
Commission approval, to sell all of its production wells to CNGP. The
sale price of approximately $4.6 million is the net book value of all
the production properties as shown on Hope Gas' books of account as
maintained in the ordinary course of business and in accordance with
generally accepted accounting standards.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Secretary.
FR Doc. 95-30905 Filed 12-19-95; 8:45 am]
BILLING CODE 8010-01-M