[Federal Register Volume 60, Number 244 (Wednesday, December 20, 1995)]
[Pages 65718-65720]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30905]


[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 

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 
    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,
FR Doc. 95-30905 Filed 12-19-95; 8:45 am]