[Federal Register Volume 61, Number 13 (Friday, January 19, 1996)]
[Notices]
[Pages 1422-1424]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-508]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26449]


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

January 5, 1996.
    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 in January 29, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
application(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.

Consolidated Natural Gas Company, et al. (70-8703)

    Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania, 15222-3199, a registered holding 
company, CNG's nonutility subsidiaries, CNG Energy Services Corporation 
(``Energy Services''), and CNG Products and Services, Inc. (``CNG 
Products''), One Park Ridge Center, P.O. Box 15746, Pittsburgh, 
Pennsylvania 15244-0746, have filed an application-declaration under 
sections 9(a), 10, 12(b) and 12(c) of the Act and rule 43, 44, 45 and 
54 thereunder.
    Consolidated, Energy Services and CNG Power propose to effect a 
restructuring of a group of companies in the CNG System (``System''), 
which are in the nonutility energy business. The resulting 
configuration would cause this part of the System to conform more 
substantially with its managerial reporting structure.
    By Commission order dated August 28, 1995 (HCAR No. 26363), CNG and 
Energy Services were authorized to form CNG Products, which then was 
called CNG Special Products and Services, Inc. All of the issued and 
outstanding common stock of CNG Products are at this time owned by 
Energy Services. It is now proposed that the ownership of CNG Products 
be transferred from Energy Services to CNG in the form of a dividend by 
Energy Services to CNG of all of the outstanding common stock of CNG 
Products.
    By Commission order dated December 21, 1990 (HCAR No. 25224), CNG 
through CNG Power, was authorized to form CNG Technologies, Inc. 
(``CNGT'') and to invest up to $2 million in CNGT for it to acquire 
limited partnership interests in a gas industry fund created to invest 
in smaller companies developing new technologies to enhance the supply, 
transportation and utilization of natural gas. By subsequent Commission 
order dated August 27, 1992 (HCAR No. 25615) (``Order''), CNG was 
authorized to provide up to $25 million to CNG Power's Natural Gas 
Vehicle Division (``Division''), through December 31, 1997, to allow it 
to engage in natural gas vehicle activities. In order to have CNG 
Power's activities more 

[[Page 1423]]
concentrated in independent power production, it is proposed to move 
the outstanding shares of common stock of CNGT and the Division to CNG 
Products after it becomes a direct subsidiary of CNG.
    It is proposed that CNG Power sell all of the CNGT common stock 
(``Common'') to CNG Products for its net book value, which was 
$1,994,000 at October 8, 1995. To finance the acquisition of the 
Common, CNG Products proposes to sell up to 220 shares of its common 
stock at its par value of $10,000 per share to CNG.
    The transfer of the Division would be effected by CNG Power 
declaring a dividend of the Division's assets to CNG, with subsequent 
transfer of the assets to CNG Products as a contribution to capital by 
CNG. It is proposed that CNG Products would also succeed to the same 
authority granted to CNG Power in the Order.
    By order dated October 21, 1994 (HCAR No. 26148), CNG Power was 
authorized to acquire all of the issued and outstanding shares of 
common stock of CNG Market Center Services, Inc., (``CNG Market 
Center''). As part of the movement of CNG Power from being a direct 
subsidiary of CNG to being a direct subsidiary of Energy Services, CNG 
Power proposes to transfer as a dividend to CNG all of the issued and 
outstanding shares of common stock of CNG Market Center.
    By Commission order dated February 27, 1987 (HCAR No. 24329), CNG 
was authorized to acquire all of the issued and outstanding shares of 
common stock of CNG Power, which was then called CNG Trading Company. 
CNG now proposes to transfer these shares as a capital contribution to 
Energy Services.
    By Commission order dated May 13, 1991 (HCAR No. 25311), CNG was 
authorized to acquire all of the issued and outstanding shares of 
common stock of CNG Storage Service Company (``CNG Storage''). CNG now 
proposes to transfer these shares as a capital contribution to Energy 
Services.

Allegheny Power System, Inc., et al. (70-8751)

    Allegheny Power System, Inc. (``APS''), a registered holding 
company, and AYP Capital, Inc. (``AYP''), a non utility subsidiary 
company of APS, both of 12 East 49th Street, New York, New York, 10017, 
have filed an application-declaration under sections 6(a), 7, 9(a), 10, 
and 12(b) of the Act and rule 45 thereunder.
    AYP proposes to invest up to $5 million to engage in preliminary 
development activities in connection with new technologies related to 
the core business of APS and to invest up to $15 million to acquire an 
interest and to become a limited partner in a Delaware limited 
partnership (``Partnership''). the Partnership will invest in companies 
(``Portfolio Companies'') engaged in the development of new 
technologies, products or services related to the core business of APS.
    AYP will acquire all of the limited partnership interests in the 
Partnership. The sole general partner will be Advent International 
Corporation (``Advent''), a venture capital investment firm. APS 
proposes to provide the funds needed by AYP to engage in those 
preliminary development activities and to acquire the interests in the 
Partnership. APS will obtain such funds from sales of common stock, 
commercial paper sales, and generated funds.
    The term of the Partnership shall be for ten years from the date of 
a Limited Partnership Agreement (``Agreement), subject to extension for 
up to two years. The Agreement provides that AYP shall contribute to 
the capital of the Partnership cash in the amount of 10% of its capital 
commitment of $15 million. Thereafter, the balance of the capital 
commitment of $13.5 million shall be due and payable in cash 
installments.
    Subject to certain limitations set forth in the Agreement, the 
management, operation, and implementation of policy of the Partnership 
will be vested in Advent alone. Advent shall have discretion to invest 
funds in accordance with investment guidelines set forth in the 
Investment Charter attached to the Agreement. However, after execution 
of the Agreement, no term or provision shall be waived, modified or 
amended, unless AYP has given its prior consent, nor shall investments 
be made in new technologies that AYP deems unrelated to its core 
business.
    AYP will be entitled to receive notices and other information from 
Advent, to inspect books and records, to attend discussions with 
potential Portfolio Companies and to vote on a limited number of 
actions that could fundamentally change the structure and purposes of 
the Partnership. AYP will have no independent right to vote on whether 
to invest in particular Portfolio Companies or to remove Advent, except 
for cause or a substantial change in the management of Advent.
    Advent will be paid an annual management fee up to 3.5% of the 
total committed capital, as well as a 20% share of net gains and income 
on investments. All Partnership income and losses will be allocated 80% 
to the AYP and 20% to Advent. Distributions in kind of the securities 
of Portfolio Companies might be made. Unless AYP obtains approval from 
the Commission to retain such securities, AYP undertakes that it will 
sell such securities within one year from the date of its receipt 
thereof.

Savannah Electric and Power Company (70-8753)

    Allegheny electric and Power Company (``Savannah''), 600 East Bay 
Street, Savannah, Georgia 31401, an electric public-utility subsidiary 
of The Southern Company, a registered holding company, has filed an 
application under sections 9(a) and 10 of the Act.
    Savannah proposes to enter into arrangements with the Savannah 
Economic Development Authority (``authority''), a public corporation 
and an instrumentality of the State of Georgia, for the issuance and 
sale of the Authority's industrial development revenue bonds (``Revenue 
Bonds'') in an aggregate principal amount not exceeding $7 million for 
payment of the costs of acquiring, constructing, installing and 
equipping a project (``Project'') consisting of mooring dolphins, 
pilings and a coal conveying system for off-loading coal from barges or 
ships, including a dock, foundations and related facilities, for 
delivering coal to Savannah's Plant Kraft (Port Wentworth) in Chatham 
county, Georgia. The Revenue Bonds will be issued and sold, and the 
related transactions (as described herein) will be consummated, no 
later than June 30, 1996.
    The Revenue Bonds will be issued under and secured by a Trust 
Indenture (``Trust Indenture'') between the Authority and a banking 
institution acting as trustee (``Trustee'') for the owners of the 
Revenue Bonds. The Revenue Bonds, which are anticipated to be fully 
subject to taxation under applicable federal and state tax laws, will 
mature (subject to prior redemption) on a date not more than 30 years 
after the date on which they are initially issued.
    The proceeds from the Authority's sale of the Revenue Bonds will be 
deposited with the Trustee and will be applied by Savannah to payment 
of the cost of construction of the Project.
    The Revenue Bonds initially will bear interest at an interest rate 
determined weekly until converted at the direction of Savannah to a 
different interest rate mode permitted under the Trust Indenture. Other 
permitted modes will include interest periods of one month's, three 
months' and six months' duration. Savannah also may convert the 
interest 

[[Page 1424]]
rate on the Revenue Bonds to a fixed rate to their stated maturity. The 
interest rate on the Revenue Bonds will not at any time exceed 2% plus 
the yield on U.S. Treasury securities having a comparable maturity.
    Except as otherwise provided in the Trust Indenture, the interest 
rate in each such mode will be determined by the remarketing agent 
(``Remarketing Agent'') as the minimum rate of interest necessary, in 
the judgment of the Remarketing Agent, to enable the Remarketing Agent 
to sell the Revenue Bonds at a price equal to the principal amount 
thereof plus accrued interest, if any, thereon. SunTrust Bank, Atlanta 
(which bank is also expected to serve as placement agent for the 
Revenue Bonds) will initially serve as Remarketing Agent. Savannah will 
agree to pay the Remarketing Agent an annual fee not exceeding \1/4\ of 
1% of the principal amount of the Revenue Bonds outstanding.
    The Trust Indenture provides that the Revenue Bonds will be subject 
to purchase on the demand of the owners thereof and to mandatory 
purchase upon the occurrence of certain events, as set forth in the 
Trust Indenture. Such mandatory purchase events include conversion of 
the interest rate mode to a fixed rate of interest to the stated 
maturity of the Revenue Bonds.
    The Revenue Bonds will be subject to redemption at the direction of 
Savannah as provided in the Trust Indenture. The Revenue Bonds may be 
entitled to the benefit of a mandatory redemption sinking fund 
calculated to retire a portion of the initial aggregate principal 
amount of the issue prior to maturity.
    In connection with the issuance of the Revenue Bonds, Savannah 
proposes to grant the Authority an estate for years in the real 
property on which the Project is being constructed for a term 
coinciding with the term of the Revenue Bonds. Savannah additionally 
proposes to enter into a Lease Agreement with the Authority 
(``Agreement''). The Agreement will provide for the Authority's lease 
of the Project to Savannah and Savannah's lease of the Project from the 
Authority. Savannah will agree pursuant to the Agreement to pay to the 
Trustee, as assignee of the Authority, from time to time as the amount 
owed thereunder in respect of the lease of the Project, amounts which, 
and at or before times which, shall correspond to the payments with 
respect to the principal of and premium, if any, and interest on the 
Revenue Bonds whenever and in whatever manner the same shall become 
due, whether at stated maturity, upon redemption or declaration or 
otherwise, and the purchase price of Revenue Bonds required to be 
purchased under the Trust Indenture. The Agreement will also obligate 
Savannah to pay the fees and charges of the Trustee and all costs of 
operating, maintaining and repairing the Project.
    The Agreement will provide that, upon its expiration or 
termination, all right, title and interest in and to the Project will 
revert to Savannah.
    Savannah further proposes to enter into arrangements with the 
Authority and SunTrust Bank, Atlanta (or other entity or entities) 
acting as placement agent with respect to the issuance and sale by the 
Authority of the Revenue Bonds. Pursuant to such arrangements, the 
placement agent is to agree to use its best efforts to arrange for the 
sale of the Revenue Bonds at a purchase price of 100% of the principal 
amount thereof, and Savannah will pay the placement agent's fee for its 
services in an amount not exceeding 1% of the principal amount of the 
Revenue Bonds.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-508 Filed 1-18-96; 8:45 am]
BILLING CODE 8010-01-M