[Federal Register Volume 61, Number 4 (Friday, January 5, 1996)]
[Notices]
[Pages 423-425]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-175]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26446]


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

December 29, 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 January 22, 1996, 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 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.

Arkansas Power & Light Company (70-7571)

    Arkansas Power & Light Company (``AP&L''), 425 West Capitol Avenue, 
40th Floor, P.O. Box 551, Little Rock, Arkansas 72201, a subsidiary of 
Entergy Corporation, a registered holding company, has filed a post-
effective amendment to its application under sections 9(a) and 10 of 
the Act and rule 54 thereunder.
    By prior Commission orders, dated December 20, 1988 and July 7, 
1989 (HCAR Nos. 24787 and 24917, respectively) (``Orders''), AP&L was 
authorized to enter into a fuel lease, dated as of December 22, 1988 
(``Lease''), with River Fuel Trust #1 (``Trust''), under which AP&L 
leases nuclear fuel required for use at its Arkansas Nuclear One 
Generating Station (``ANO''). Under the terms of the Lease, the Trust 
makes payments to 

[[Page 424]]
suppliers, processors and manufacturers necessary to provide nuclear 
fuel for ANO, or AP&L makes such payments and is reimbursed by the 
Trust.
    In accordance with the terms of the Orders, AP&L consented to allow 
the Trust to finance the acquisition of up to $250 million of nuclear 
fuel through: (1) A maximum commitment of $65 million under a Credit 
Agreement, dated as of December 22, 1988 (``Credit Agreement''), with 
Union Bank of Switzerland, Houston Agency (``Bank''); and (2) the 
issuance by the Trust of up to $185 million of secured notes (``Secured 
Notes'') pursuant to secured note agreements entered into with certain 
institutional lenders.
    Under the Credit Agreement, the Trust may issue and sell its 
commercial paper through an agent under a Depositary Agreement 
supported by an irrevocable direct-pay letter of credit issued by the 
Bank. Alternatively, the Trust can make revolving credit borrowings 
from the Bank evidenced by the Trust's promissory notes.
    In order to obtain more flexibility for its nuclear fuel 
acquisition program and because of favorable conditions in the 
commercial paper market, AP&L now proposes that the Trust enter into 
either: (1) An amendment to the Credit Agreement increasing the maximum 
commitment thereunder to $250 million (``Amended Credit Agreement''); 
or (2) if alternative bank financing becomes available on more 
favorable terms, a new credit agreement in replacement of the Credit 
Agreement providing for a maximum commitment of $250 million 
(``Successor Credit Agreement'').
    Under the terms of the Lease, the Trust may not amend the Credit 
Agreement or enter into any successor credit agreement without the 
consent of AP&L. Authorization is requested for AP&L to consent to the 
execution by the Trust of the Amended Credit Agreement or Successor 
Credit Agreement; provided, however, that: (1) The Trust's combined 
obligations under the Amended Credit Agreement or Successor Credit 
Agreement and the outstanding Secured Notes shall at no time exceed the 
$250 million currently authorized by the Commission; and (2) all of the 
other terms and conditions of the Amended Credit Agreement or Successor 
Credit Agreement shall continue to be within the parameters authorized 
by the Orders.

Louisiana Power & Light Company (70-7580)

    Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New 
Orleans, Louisiana 70113, a subsidiary of Entergy Corporation, a 
registered holding company, has filed a post-effective amendment to its 
application under sections 9(a) and 10 of the Act and rule 54 
thereunder.
    By prior Commission orders, dated February 2, 1989 and January 24, 
1991 (HCAR Nos. 24810 and 25246, respectively) (``Orders''), LP&L was 
authorized to enter into a Fuel Lease, dated as of January 31, 1989 
(``Lease''), with River Fuel Company #2, Inc (``River Fuel''), under 
which LP&L leases nuclear fuel required for use at its Waterford 3 
nuclear generating unit (``Waterford 3''). Under the terms of the 
Lease, River Fuel makes payments to suppliers, processors and 
manufacturers necessary to provide nuclear fuel for Waterford 3, or 
LP&L makes such payments and is reimbursed by River Fuel.
    In accordance with the terms of the Orders, LP&L consented to allow 
River Fuel to finance the acquisition of up to $160 million of nuclear 
fuel through: (1) A maximum commitment of $65 million under a Credit 
Agreement, dated as of January 31, 1989 (``Credit Agreement''), with 
The Bank of New York (``Bank''); and (2) the issuance by River Fuel of 
up to $95 million of secured notes (``Secured Notes'') pursuant to 
Secured Note Agreements entered into with certain institutional 
lenders.
    Under the Credit Agreement, River Fuel may issue and sell its 
commercial paper through an agent under a Depositary Agreement 
supported by an irrevocable direct-pay letter of credit issued by the 
Bank. Alternatively, River Fuel can make revolving credit borrowings 
from the Bank evidenced by River Fuel's promissory notes.
    In order to obtain more flexibility for its nuclear fuel 
acquisition program and because of favorable conditions in the 
commercial paper market, LP&L now proposes that River Fuel enter into 
either: (1) An amendment to the Credit Agreement increasing the maximum 
commitment thereunder to $160 million (``Amended Credit Agreement''); 
or (2) if alternative bank financing becomes available on more 
favorable terms, a new credit agreement in replacement of the Credit 
Agreement providing for a maximum commitment of $160 million 
(``Successor Credit Agreement'')
    Under the terms of the Lease, River Fuel may not amend the Credit 
Agreement or enter into a Successor Credit Agreement without the 
consent of LP&L. Authorization is requested for LP&L to consent to the 
execution by River Fuel of the Amended Credit Agreement or Successor 
Credit Agreement; provided, however, that: (1) River Fuel's combined 
obligations under the Amended Credit Agreement or Successor Credit 
Agreement and the outstanding Secured Notes shall at no time exceed the 
$160 million currently authorized by the Commission; and (2) all of the 
other terms and conditions of the Amended Credit Agreement or Successor 
Credit Agreement shall continue to be within the parameters authorized 
by the Orders.

System Energy Resources, Inc. (70-7604)

    System Energy Resources, Inc. (``SERI''), 1340 Echelon Parkway, 
Jackson, Mississippi 39213, a subsidiary of Entergy Corporation, a 
registered holding company, has filed a post-effective amendment to its 
application under sections 9(a) and 10 of the Act and rule 54 
thereunder.
    By prior Commission orders, dated February 21, 1989, February 23, 
1989 and July 7, 1989 (HCAR Nos. 24825, 24827 and 24919, respectively) 
(``Orders''), SERI was authorized to enter into a Fuel Lease, dated as 
of February 24, 1989 (``Lease''), with River Fuel Funding Company #3, 
Inc. (``River Fuel''), under which SERI leases nuclear fuel required 
for use at its Grand Gulf Nuclear Generating Station (``Grand Gulf''). 
Under the terms of the Lease, River Fuel makes payments to suppliers, 
processors and manufacturers necessary to provide nuclear fuel for 
Grand Gulf, or SERI makes such payments and is reimbursed by River 
Fuel.
    In accordance with the terms of the Orders, SERI consented to allow 
River Fuel to finance the acquisition of up to $250 million of nuclear 
fuel through: (1) A maximum commitment of $70 million under a Credit 
Agreement, dated as of February 24, 1989 (``Credit Agreement''), with 
Union Bank of Switzerland, Houston Agency (``Bank''); and (2) the 
issuance by River Fuel of up to $180 million of secured notes 
(``Secured Notes'') pursuant to Secured Note Agreements entered into 
with certain institutional lenders.
    Under the Credit Agreement, River Fuel may issue and sell its 
commercial paper through an agent under a Depositary Agreement 
supported by an irrevocable direct-pay letter of credit issued by the 
Bank. Alternatively, River Fuel can make revolving credit borrowings 
from the Bank evidenced by River Fuel's promissory notes.
    In order to obtain more flexibility for its nuclear fuel 
acquisition program and because of favorable conditions in the 
commercial paper market, SERI now proposes that River Fuel enter into 
either: (1) An amendment to the Credit Agreement increasing the maximum 
commitment thereunder to $250 million (``Amended Credit Agreement''); 
or (2) if alternative bank financing becomes 

[[Page 425]]
available on more favorable terms, a new credit agreement in 
replacement of the Credit Agreement providing for a maximum commitment 
of $250 million (``Successor Credit Agreement'').
    Under the terms of the Lease, River Fuel may not amend the Credit 
Agreement or enter into a Successor Credit Agreement without the 
consent of SERI. Authorization is requested for SERI to consent to the 
execution by River Fuel of the Amended Credit Agreement or Successor 
Credit Agreement; provided, however, that: (1) River Fuel's combined 
obligations under the Amended Credit Agreement or Successor Credit 
Agreement and the outstanding Secured Notes shall at no time exceed the 
$250 million currently authorized by the Commission; and (2) all of the 
other terms and conditions of the Amended Credit Agreement or Successor 
Credit Agreement shall continue to be within the parameters authorized 
by the Orders.

Atlanta Gas Light Company, et al. (70-8749)

    Atlanta Gas Light Company (``AGL''), a gas public-utility holding 
company exempt from registration under section 3(a)(2) of the Act 
pursuant to rule 2 thereunder, and AGL Resources, Inc. (``AGLR'' and, 
together with AGL, ``Applicants''), a wholly owned subsidiary of AGL, 
both located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, 
have filed an application under sections 3(a)(1), 3(a)(2), 9(a) (2) and 
10 of the Act.
    The Applicants requests an order: (1) Authorizing AGLR to acquire 
directly all of the outstanding common stock of AGL and indirectly all 
of the outstanding shares of Chattanooga Gas Company (``Chattanooga''), 
a gas utility subsidiary of AGL; (2) granting AGLR an exemption under 
section 3(a)(1) from all provisions of the Act, except section 9(a)(2) 
thereof; and (3) granting AGL an exemption under section 3(a)(2) from 
all provisions of the Act, except section 9(a)(2) thereof.
    Both AGL and Chattanooga are ``gas utility companies'' as defined 
under section 2(a)(4) of the Act and thus are ``public utility 
companies'' as defined in section 2(a)(5) of the Act. AGL supplies 
natural gas distribution service to the public in certain areas of 
Georgia and Chattanooga supplies natural gas distribution and 
transportation service to customers in certain areas of Tennessee.
    AGL also has a number of active subsidiaries that are not ``public-
utility companies'' as defined in the Act. These include: (i) Georgia 
Gas Service Company, which provides liquified petroleum gas service to 
customers in Georgia and Alabama; (ii) Georgia Gas Company, which 
engages in gas production activities; (iii) Georgia Energy Company, 
which provides natural gas vehicle conversion services; (iv) AGL Energy 
Services, Inc.; and (v) Trustees' Investments, Inc., which is engaged 
in real estate development.
    The transaction would be accomplished pursuant to an agreement and 
plan of merger (``Merger Agreement'') to be entered into among AGL, 
AGLR and a special purpose subsidiary of AGLR (``Merger Sub''). Under 
the Merger Agreement, Merger-Sub would be merged with and into AGL 
(``Merger'') and each outstanding share of common stock of Merger-Sub 
would be converted into one share of common stock of AGL. In addition, 
pursuant to the Merger, each outstanding share of AGL common stock 
would be converted into one share of AGLR common stock. Upon 
consummation of the Merger, each person that would own AGL common stock 
immediately prior to the Merger would own a corresponding number of 
outstanding shares of AGLR common stock, and AGLR would own all 
outstanding AGL common stock.
    Subsequent to the Merger, AGL would transfer to AGLR, by stock 
dividend or otherwise, the common stock of all of its subsidiaries 
other than Chattanooga. All such subsidiaries (with the exception of 
AGL Energy Services, Inc., which would be a direct subsidiary of AGLR) 
would then become subsidiaries of a separate wholly-owned subsidiary of 
AGLR. AGL would continue to own all of the outstanding common stock of 
Chattanooga.
    AGLR asserts that, following the consummation of the proposed 
restructuring, it would be a public-utility holding company entitled to 
an exemption under section 3(a)(1) of the Act. AGLR states that it and 
AGL, the public-utility subsidiary from which AGLR would derive a 
material part of its income, would be predominately intrastate in 
character. AGLR and AGL would carry on their business substantially 
within the State of Georgia, the state where they are organized, and 
Chattanooga would not provide a material part of AGLR's income. In 
addition, AGL asserts that it would continue to be entitled to 
exemption under section 3(a)(2) of the Act because, after the Merger, 
it would remain predominately a public-utility company whose operations 
as such do not extend beyond Georgia and Tennessee.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-175 Filed 1-4-96; 8:45 am]
BILLING CODE 8010-01-M