[Federal Register Volume 61, Number 92 (Friday, May 10, 1996)]
[Notices]
[Pages 21508-21515]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-11669]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26514]


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

May 3, 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 by May 28, 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.

Louisiana Power & Light Company (70-8487)

    Louisiana Power & Light Company (``LP&L'' or ``Company''), 639 
Loyola Avenue, New Orleans, Louisiana 70113, an electric public-utility 
subsidiary company of Entergy Corporation, a registered holding 
company, has filed a post-effective amendment to its application-
declaration under section 6(a), 7, 9(a) and 10 of the Act and rule 54 
thereunder.
    By order dated October 3, 1995 (HCAR No. 26387) (``Order''), the 
Commission authorized, among other things, LP&L to issue and sell, 
through December 31, 1997: (1) Directly or indirectly through a 
subsidiary, not more than $610 million principal amount of its first 
mortgage bonds (``Bonds''), debentures (``Debentures'') and preferred 
securities of a subsidiary of LP&L to be issued in one or more new 
series; and (2) collateral bonds in a total aggregate principal amount 
of $75 million to secure certain tax-exempt bonds.
    LP&L now proposes to issue and sell the Debentures either unsecured 
or secured by certain LP&L assets, junior and subordinate to the first 
lien (``Junior Lien'') of its Mortgage and Deed of Trust dated April 1, 
1944, to Bank of Montreal Trust Company (``Mortgage''). In addition, 
LP&L proposes that the Debentures may be secured by a pledge of first 
mortgage bonds issued under the Mortgage.
    The Debentures will be issued under either LP&L's Debenture 
Indenture, Indenture for Debt Securities or its Subordinated Debenture 
Indenture, (each, a ``Debenture Indenture''), as may be supplemented 
from time to time. Debentures issued under the form of the Debenture 
Indenture initially will be secured obligations of the Company, 
entitled to the Junior Lien on the Company's assets. In connection with 
the issuance of Debentures secured by the Junior Lien under such 
Debenture Indenture, the Company may provide security for the holders 
of such Debentures in the form of first mortgage bonds issued under the 
Mortgage as it may be supplemented. Such first mortgage bonds would be 
issued on the basis of unfunded net property additions and/or 
previously-retired first mortgage bonds and delivered to the trustee 
under such Debenture Indenture. The first mortgage bonds could be 
issued in an amount equal to the principal amount of such Debentures 
and bear interest at a rate of interest equivalent to the rate of 
interest on such Debentures or bear no interest. These first mortgage 
bonds would be separate and apart from the Bonds (proposed to be issued 
and sold in an aggregate principal amount of not more than $610 
million).
    The Company's Amended and Restated Articles of Incorporation 
(``Charter'') provide, for the benefit of holders of preferred 
securities, restrictions on the amount of unsecured indebtedness issued 
by the Company. As a result of these restrictions, the Company proposes 
to issue Debentures secured by either the Junior Lien or a pledge of 
first mortgage bonds in order that any such Debentures so issued would 
not constitute unsecured debt for purposes of the Charter.
    The Debenture Indenture under which the Company may issue 
Debentures secured by the Junior Lien and/or such first mortgage bonds 
provides for the amendment and restatement of such Debenture Indenture 
in its entirety, without the consent of the holders of the Debentures 
outstanding thereunder, to remove the Junior Lien and to release any 
such collateral first mortgage bonds such that the Debentures would 
become entirely unsecured obligations of the Company. Such an amendment 
eliminating the Junior Lien would be subject to the following 
conditions: (1) No event of default has occurred and is continuing 
under the Debenture Indenture; and (2)(a) the Company's Charter has 
been duly amended to eliminate the restrictions on the issuance of 
unsecured indebtedness, (b) all preferred securities issued by the 
Company and outstanding are paid, retired or redeemed, or (c) holders 
of such preferred securities consent to amend the Company's Charter for 
the purpose of eliminating such restrictions.
    The Order also authorized LP&L to enter into arrangements to 
finance or refinance pollution control facilities (``Facilities'') 
through the issuance of tax-exempt revenue bonds up to an aggregate 
principal amount of $65 million, including the possible issuance of an 
irrevocable letter of credit from a bank (``Bank'') and/or pledge of 
one or more series of first mortgage bonds up to an aggregate principal 
amount of $75 million to be used as collateral for the tax-exempt 
revenue bonds. As an alternative to the security provided by the Bank, 
in order to obtain a more favorable rating on tax-exempt bonds and 
consequently improve the marketability thereof, the Company may (a) 
determine to provide an insurance policy for the payment of the 
principal of and/or interest and/or premium on one or more series of 
tax-exempt bonds, and/or (b) provide security for holders of tax-exempt 
bonds and/or the Bank equivalent to the security accorded to (i) 
holders of first mortgage bonds outstanding under the Company's 
Mortgage by obtaining the authentication of and pledging one or more 
new series of first mortgage bonds (``Collateral Bonds'') under the 
Mortgage as it may be supplemented or (ii)

[[Page 21509]]

holders of Debentures outstanding under the Debenture Indenture that 
are secured by the Junior Lien by obtaining the authentication of and 
pledging one or more series of Debentures (the ``Collateral 
Debentures'') under the Debenture Indenture.
    The Collateral Bonds would be issued on the basis of unfunded net 
property additions and/or previously-retired first mortgage bonds; 
Collateral Debentures would be issued pursuant to the terms of a 
Debenture Indenture. The Collateral Bonds or Collateral Debentures 
would be delivered to the trustee under the Indenture and/or to the 
Bank to evidence and secure the Company's obligation to pay the 
purchase price of the Facilities and the Company's obligation to 
reimburse the Bank under any reimbursement agreement.
    The Collateral Bonds or Collateral Debentures could be issued in 
several ways. First, if tax-exempt bonds bear a fixed interest rate, 
the Collateral Bonds or Collateral Debentures could be issued in an 
amount equal to the principal amount of such tax-exempt bonds and bear 
interest at a rate equal to the rate of interest on such tax-exempt 
bonds. Secondly, the Collateral Bonds or Collateral Debentures could be 
issued in an amount equivalent to the principal amount of such tax-
exempt bonds plus an amount equal to interest on the Bonds for a 
specified period. In such case, the Collateral Bonds or Collateral 
Debentures would bear no interest. Thirdly, the Collateral Bonds or 
Collateral Debentures could be issued in an amount equivalent to the 
principal amount of such tax-exempt bonds or in such amount plus an 
amount equal to interest on those Bonds for a specified period, but 
carry a fixed interest rate that would be lower than the fixed interest 
rate of the tax-exempt bonds. Fourthly, the Collateral Bonds or 
Collateral Debentures could be issued in a principal amount equivalent 
to the principal amount of tax-exempt bonds at an adjustable rate of 
interest, varying with such tax-exempt bonds but having a ``cap'' (not 
greater than 15%) above which the interest on Collateral Bonds or 
Collateral Debentures could not rise.
    Each series of the Collateral Bonds or Collateral Debentures that 
bear interest would bear interest at a fixed interest rate or initial 
adjustable interest rate not to exceed 15%. The maximum aggregate 
principal amount of Collateral Bonds and Collateral Debentures that 
would be issued is $75 million. The terms of the Collateral Bonds or 
Collateral Debentures relating to maturity, interest payment dates, if 
any, redemption provisions and acceleration will correspond to the 
terms of the related tax-exempt bonds. Upon issuance, the terms of each 
series of the Collateral Bonds or Collateral Debentures will not vary 
during the life of such series except for the interest rate of any such 
series that bears interest at an adjustable rate.

Northern States Power Company and Wisconsin Energy Corporation, et al. 
(70-8833)

    Northern States Power Company (``NSP''), 414 Nicollet Mall, 
Minneapolis, Minnesota 55401, a combination electric and gas public 
utility company incorporated in Minnesota and an exempt public utility 
holding company its combination electric and gas public utility 
subsidiary company incorporated in Wisconsin, Northern States Power 
Company (``NSP-W''), 100 North Barstow Street, Eau Claire, Wisconsin 
54703, and its nonutility subsidiary company, Northern Power Wisconsin 
Corporation incorporated in Wisconsin (``New NSP''),\1\ 414 Nicollet 
Mall, Minneapolis, Minnesota, and Wisconsin Energy Corporation 
(``WEC''), an exempt public utility holding company incorporated in 
Wisconsin, and its combination electric and gas public utility 
subsidiary company incorporated in Wisconsin, Wisconsin Electric Power 
Company (``WEPCO''), both located at 231 West Michigan Street, 
Milwaukee, Wisconsin 53203 (together, ``Applicants''), have filed 
jointly an application-declaration under sections 2(b), 3(a)(2), 4, 5, 
6(a), 7, 8, 9, 10, 11, 12(b), 13(b), 32 and 33 of the Act and rules 42, 
43, 45, 81, 83, 87, 88, 90 and 91 thereunder.
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    \1\ New NSP has no operations and exists solely to facilitate 
the proposed combination.
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    The Applicants proposed to combine NSP and WEC (``Transaction'') 
under the Agreement and Plan of Merger, dated April 28, 1995 and 
amended and restated on July 26, 1995 (``Merger Agreement''). The 
Merger Agreement is among NSP, WEC, New NSP and WEC Sub Corp. (``WEC'' 
Sub'').\2\ Generally, the Merger Agreement contemplates: (1) the 
acquisition by WEC of all of the issued and outstanding common stock of 
NSP; and (2) the acquisition by WEPCO of substantially all of the 
assets of NSP-W. Following the Transaction, WEC will be renamed 
Primergy Corporation (``Primergy'') and will register with the 
Commission under section 5 of the Act.
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    \2\ WEC Sub is a Wisconsin corporation that has no operations 
and exists solely to facilitate the proposed combination and will 
not exist legally at the time of consummation of the Transaction.
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Applicants and Background

    NSP is engaged primarily in the generation, transmission and 
distribution of electricity throughout a 30,000 square mile service 
area. NSP provides electric utility service in South Dakota and 
electric and gas utility service in Minnesota and North Dakota. NSP 
purchases, distributed and sells natural gas to retail customers, and 
transports customer-owned gas, in approximately 100 communities in this 
area. Of the more than 2.5 million people served by NSP, the majority 
are concentrated in the Minneapolis-St. Paul metropolitan area. As of 
December 31, 1995, NSP provided electric utility service to 
approximately 1,100,000 customers and gas utility service to 
approximately 330,000 customers.
    NSP has seven direct wholly owned subsidiaries that are engaged in 
nonutility businesses. These subsidiaries are: (1) Viking Gas 
Transmission Company, a natural gas transmission company operating in 
Minnesota, Wisconsin and North Dakota; (2) Cenerprise, Inc., a natural 
gas and eclectic power marketing and brokering company which also 
provides energy conservation and management services and energy 
products and services and which has several energy related businesses; 
(3) Eloigne Company, affordable housing investment and development 
company which has investments in a variety of low-income housing and 
other projects; (4) First Midwest Auto Park, Inc., a company which owns 
and operates a parking garage located next to NSP's headquarters; (5) 
Cormorant Corporation, a company which engages in oil, gas, coal 
lignite and uranium exploration and the acquisition of fuel resources; 
(6) United Power & Land Company, a company which owns and hold, and 
sometimes leases, real property which is generally surrounding or 
adjacent to property owned and used by NSP in its regulated operations; 
and (7) NRG Energy, Inc., a company that develops, builds, acquires, 
owns and operates several non-regulated energy related businesses, owns 
and operates certain resource recovery businesses and steam and chilled 
water businesses, and through subsidiaries and affiliates, is involved 
in a variety of independent power projects, energy-related services and 
fuel enhancement and related projects and other nonutility businesses 
both domestic and international.
    NSP-W is engaged in the generation, transmission, and distribution 
of electricity to: (1) Approximately 208,000 retail customers in an 
area of approximately 18,900 square miles in northwestern Wisconsin; 
(2) approximately 9,100 retail customers in an area of approximately 
300 square miles in the western portion of the

[[Page 21510]]

Upper Peninsula of Michigan; and (3) to 10 wholesale customers in the 
same general area. NSP-W purchases, distributes and sells to retail 
customers or transports customer-owned natural gas in the same service 
territory to approximately 68,200 customers in Wisconsin and 4,700 
customers in Michigan.
    NSP-W has two wholly owned subsidiaries. These subsidiaries are 
Clearwater Investment, Inc., an affordable housing investment and 
development company which has investments in a variety of low-income 
housing and other projects, and NSP Lands, Inc., a company which is 
currently developing for sale land owned by NSP-W. It also has a 78% 
owned subsidiary, Chippewa & Flambeau Improvement Company, a company 
which builds, maintains and operates dams and reservoirs on the 
Chippewa and Flambeau Rivers in Wisconsin.
    NSP common stock is listed on the New York Stock Exchange, Inc. 
(``NYSE'') and the Chicago and Pacific Stock Exchanges. As of December 
31, 1995, there were 68,175,934 shares of NSP common stock and 
2,400,000 shares of NSP cumulative preferred stock outstanding. NSP-W 
does not have any preferred stock outstanding and all of its common 
stock is owned by NSP. On a consolidated basis, for the year ended 
December 31, 1995, NSP's operating revenues were approximately $3.146 
billion, of which approximately $2.401 billion were derived from 
electric operations, approximately $414 million from gas operations and 
approximately $331 million from other operations,. Also for the year 
ended December 31, 1995, approximately 10.2% of NSP's consolidated 
operating revenues were derived from nonutility businesses. In 1995, 
NSP-W provided approximately 15.1% of NSP's consolidated operating 
revenues. Consolidated assets of NSP and its subsidiaries as of 
December 31, 1995 were approximately $6.229 billion, consisting of 
$3.681 billion in net electric utility property, plant and equipment 
($3.135 billion for NSP and $546 million for NSP-W); $376 million in 
net gas utility property, plant and equipment ($320 million for NSP and 
$56 million for NSP-W); and $2.172 billion in other corporate assets.
    WEC, which will change its name to primer Corporation at the time 
of the consummation of the Transaction, has one public utility 
subsidiary, WEPCO. WEPCO is engaged in the business of generating, 
transmitting, distributing and selling electric energy to approximately 
955,616 customers as of December 31, 1995. Its service area spans 
approximately 12,000 square miles in southeastern, including the 
Milwaukee area, central and northern Wisconsin and in the Upper 
Peninsula of Michigan and includes a population estimated at over 
2,200,000. WEPCO also purchases, distributes and sells to retail 
customers and transports customer-owned natural gas to approximately 
357,030 customers as of December 31, 1995 in three distinct service 
areas in Wisconsin: west and south of the City of Milwaukee, the 
Appleton area and the Prairie du Chien area. The gas service territory, 
which has an estimated population of over 1,100,000, is largely within 
the electric service area of WEPCO. WEPCO also distributes and sells 
steam supplied by its Valley Power Plant to approximately 473 space 
heating and processing customers (as of December 31, 1995) in downtown 
and near southside Milwaukee.
    WEC's common stock (``Common Stock'') is listed on the NYSE. As of 
December 31, 1995, there were 110,819,337 shares of WEC Common Stock 
outstanding. WEC has no shares of preferred stock outstanding. All of 
WEPCO's common stock is owned by WEC. As of December 31, 1995, there 
were 304,508 shares of WEPCO preferred stock outstanding. WEPCO's 
outstanding preferred stock will not be affected by the Transaction. On 
a consolidated basis, for the year ended December 31, 1995, WEPC's 
operating revenues were approximately $1.779 billion, of which 
approximately $1.437 billion were derived from electric operations, 
approximately $318 million from gas operations, approximately $15 
million from steam operations and approximately $9 million from other 
operations. Operating revenues from WEC's nonutility subsidiaries were 
approximately one-half of 1% of WEC's consolidated total operating 
revenues for the year ended December 31, 1995. Consolidated assets of 
WEC and its subsidiaries as of December 31, 1995, were approximately 
$4.561 billion, consisting of $3.907 billion in net electric utility 
property, plant and equipment, $387 million in net gas utility 
property, plant and equipment, $25 million in net steam utility 
property, plant and equipment and $242 million in nonutility assets.
    WEC has seven wholly owned nonutility subsidiaries devoted 
primarily to stimulating economic growth in WEPCO's service area and to 
capitalizing on diversified investment opportunities, all of which have 
been formed under and pursuant to the requirements and policies of the 
Wisconsin Holding Company Act. These subsidiaries are: (1) Badger 
Service Company, a company which holds coal rights in Indiana; (2) 
Minergy Corp., a company engaged in the business of developing and 
marketing proprietary technologies designed to convert high volume 
industrial and municipal wastes into value-added products and which 
will build and operate a paper-sludge recycling facility; (3) WEC 
Generation International Inc., a company which will investigate 
investment opportunities and which has two, currently inactive, 
international subsidiaries; (4) Wisconsin Michigan Investment 
Corporation, a company which engages in investment and financing 
activities which include advances to affiliated companies and 
investments in financial instruments and partnerships developing 
affordable housing and other businesses; (5) WISPARK Corporation, a 
real estate development company which engages in all aspects of real 
estate development and which holds investment and ownership positions 
in a variety of real estate projects; (6) WISVEST Corporation, a 
company which invests in energy-related activities and holds 
investments in several energy-related companies; and (7) WITECH 
Corporation, a company which provides venture capital and holds equity 
and other positions in a variety of businesses. In addition, WEC holds 
a 50% interest in Custometrics LLC, a joint venture which will provide 
systems solutions relating to billing and other aspects of the customer 
service segment of the energy services industry.

Summary of Merger Related Transactions

    In addition to the Transaction itself and as described more fully 
below as needed, the Applicants propose: (1) to form under rule 88 of 
the Act a new service company through Primergy's acquisition of all of 
the common stock of Primergy Services, Inc. (``Primergy Services'') and 
may form, in the same way, one or more other service companies 
(``Additional Service Companies''),\3\ and to enter into service

[[Page 21511]]

agreements; (2) to form a new holding company subsidiary (``Primergy 
Hold''), if needed, to hold, all or some of Primergy's interests in 
certain of its nonutility investments in existence prior to the 
Transaction;\4\ (3) that Primergy will acquire all of the outstanding 
voting securities of certain NSP nonutility subsidiaries or, if 
Primergy Hold is not formed, all of the outstanding voting securities 
of all of NSP's direct nonutility subsidiaries; (4) that Primergy will 
retain the gas properties of NSP and WEPCO and continue their operation 
as combination gas and electric utilities; (5) that Primergy will 
retain the nonutility businesses and affiliates of NSP and WEC; (6) 
that Primergy will issue and/or acquire in the open market up to 18.2 
million shares of its common stock (``Primergy Common Stock'') for five 
years from the date of an order in this matter in connection with its 
shareholder dividend reinvestment and stock purchase plan and its stock 
incentive plan; (7) to provide services at market rates, pursuant to an 
exemption from the at-cost standard contained in section 13(b) of the 
Act and provided for in rules 90 and 91, in connection with: (a) 
certain affiliated qualifying facilities (``QFs''), independent power 
projects (``IPPs''), exempt wholesale generators (EWG''), foreign 
utility companies (``FUCOs'') and with other associated entities 
presently existing or to be formed after the Transaction that derive no 
part of their income from the generation, transmission or distribution 
of electric energy for sale or the distribution of natural gas at 
retail in the United States (``Primergy Exempt Associate Companies''), 
which services may be provided by Primergy Services, the Additional 
Service Companies, the Primergy Exempt Associate Companies and other 
NSP associates and affiliates\5\; and (b) transactions approved by any 
state public utility regulatory agency, the Federal Energy Regulatory 
Commission or transactions otherwise exempted from section 13(b) 
requirements; (8) that all existing intra-system debt, guarantees of 
debt and other intrasystem transactions among NSP and WEC and their 
respective associated and affiliated companies be approved by the 
Commission\6\; and (9) that the Commission issue an order temporarily 
exempting New NSP from the registration requirements of section 5 of 
the Act for the limited time in which New NSP owns NSP-W.
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    \3\ Primergy Services will be incorporated in Wisconsin to serve 
as the service company for the Primergy system. The Additional 
Service Companies would be known as Primergy Generation Corporation 
(``Primergy GC'') and Primergy Nuclear Corporation (``Primergy 
NC''). Primergy GC would be responsible for the operation, 
maintenance, repair, rehabilitation and replacement of all 
nonnuclear generation and steam and/or chilled water system 
facilities owned or operated by the system. Primergy NC would be 
responsible for the operation, maintenance, repair, rehabilitation 
and replacement of all nuclear generation facilities owned or 
operated by the system. The authorized capital stock of Primergy 
Services and any Additional Service Companies would consist of 1,000 
shares of common stock, par value $.01 per share.
    \4\ Applicants also seek approval with regard to the issuance, 
sale and acquisition of the capital stock of certain of the Primergy 
system's approximately 16 nonutility subsidiaries in connection with 
the possible formation of Primergy Hold and the requisite authority 
to realign the nonutility companies as first-tier subsidiaries of 
Primergy. The authorized capital stock of Primergy Hold will consist 
of 1,000 shares of common stock, par value $.01 per share. Upon 
consummation of the Transaction, all issued and outstanding shares 
of Primergy Holding will be held by Primergy. If Primergy Hold is 
not formed, the direct nonutility subsidiaries of NSP and WEC will 
become direct subsidiaries of Primergy. See, SEC File No. 70-8833, 
Form U-1 (``Application-Declaration''), Exhibits E-12 and 13 
(Primergy corporate charts with and without Primergy Hold).
    \5\ See, Entergy Corporation, Holding Co. Act Release No. 26322 
(June 30, 1995).
    \6\ Application-Declaration at 101-03.
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The Transaction

    The Transaction will be accomplished through a three-stage process. 
In the first state, NSP will reincorporate in Wisconsin by merging into 
New NSP. Immediately prior to this merger, and for state public utility 
regulatory purposes, NSP-W will transfer the gas utility assets 
necessary to furnish gas utility services to the communities of 
LaCrosse and Hudson, Wisconsin to New NSP (``Designated Gas Utility 
Assets''). In the second stage, WEC Sub will merge with and into New 
NSP, with New NSP left as the surviving corporation. In the third 
stage, NSP-W will merge into WEPCO and ownership of all other NSP 
subsidiaries will be transferred from NSP to Primergy. WEPCO will be 
then renamed Wisconsin Energy Company. Following the Transaction 
Primergy proposes to realign certain nonutility subsidiaries and to 
acquire all of the capital stock of Primergy Hold, if it is deemed 
necessary. Primergy Hold will serve as a holding company acquiring the 
capital stock of certain nonutility subsidiaries of NSP and WEC.
    Specifically, the Merger Agreement provides for: (1) The merger of 
NSP with and into New NSP (``Reincorporation Merger'') pursuant to 
which (a) each issued and outstanding share of common stock, par value 
$2.50 per share, of NSP (``NSP Common Stock''), except shares held by 
NSP shareholders who perfect dissenters' rights (``NSP Dissenting 
Shares''), will be canceled and converted into one share of common 
stock, par value $2.50 per share, of New NSP (``New NSP Common 
Stock''), and (b) each issued and outstanding share of cumulative 
preferred stock, par value $100.00 per share, of NSP (``NSP Preferred 
Stock''), except NSP Dissenting Shares, will be cancelled and converted 
into one share of cumulative preferred stock, par value $100.00 per 
share, of New NSP (``New NSP Preferred Stock'') with terms, including 
dividend rates and general voting rights, and designations under New 
NSP's Articles of Incorporation identical to those of the canceled 
shares of NSP Preferred Stock under NSP's existing Restated Articles of 
Incorporation; and (2) the merger of WEC Sub with and into New NSP 
(``NSP Merger,'' together with the Reincorporation Merger, the 
``Mergers'') pursuant to which (a) each issued and outstanding share of 
New NSP Common Stock will be canceled and converted into 1.626 
(``Ratio'') shares of common stock, par value $.01 per share, of 
Primergy Common Stock and (b) each issued and outstanding share of New 
NSP Preferred Stock will remain outstanding and shall be unchanged 
thereby, except for any shares of New NSP Common Stock and New NSP 
Preferred Stock owned directly or indirectly by New NSP or WEC, which 
will be canceled and will not be converted or remain outstanding.
    Each issued and outstanding share, par value $.01 per share, of WEC 
Common Stock will remain outstanding and unchanged, as one share of 
Primergy Common Stock. Based upon the capitalization of NSP and WEC on 
April 28, 1995 (the date the Merger Agreement was initially signed), 
and the Ratio, holders of NSP Common Stock and WEC Common Stock would 
each have held 50% of the aggregate number of shares of Primergy Common 
Stock that would have been outstanding if the Mergers had been 
consummated as of such date. The Applicants state that the proposed 
Transaction qualifies for treatment as a pooling of interests for 
federal income tax purposes.
    Upon completion of the Transaction, Primergy will own two 
combination electric and gas utility companies, NSP and WEPCO. NSP will 
continue to operate and own the same utility facilities at the same 
locations outside Wisconsin as prior to the Transaction, along with the 
Designated Gas Utility Assets formerly owned by NSP-W. WEPCO will own 
and operate the same utility facilities at the same locations as prior 
to the Transaction, along with the balance of the gas and electric 
utility assets of NSP-W. The Merger Agreement provides that Primergy's 
principal corporate offices will be in Minneapolis, Minnesota. NSP and 
WEC will retain offices in Minneapolis and Milwaukee respectively as 
their regional headquarters. Primergy's board of directors will consist 
of a total of 12 directors, 6 of whom will be designated by NSP and 6 
of whom will be designated by WEC.

[[Page 21512]]

Services

    The Applicants further request the authority to form Primergy 
Services and the Additional Service Companies and for them to perform 
services. Primergy Services and the Additional Services Companies may 
provide services for NSP and WEPCO, and Primergy Services may provide 
services for any Additional Service Companies pursuant to a service 
agreement and for the nonutility subsidiaries of the Primergy system 
pursuant to a nonutility service agreement. Such services may include 
any of the following: administrative, management and support services, 
including services relating to information systems, meters and 
transportation, electric and gas system maintenance, marketing and 
customer relations, transmission and distribution, engineering and 
construction, power engineering and construction, human resources, 
materials management, facilities, accounting, power planning, public 
affairs, legal, rates, finance, rights of way, internal auditing, 
environmental affairs, fuels, investor relations, strategic and 
operations planning, and general administrative and executive 
management services. It is anticipated that such service companies will 
be staffed primarily by transferring personnel from the current 
employee rosters of NSP, WEPCO, and their subsidiaries.
    Primergy and the Additional Service Companies will record 
transactions using the existing data capture and accounting systems of 
each company. Costs will be accumulated in accounts of each service 
company and directly assigned, distributed and allocated to the 
appropriate company pursuant to the Service Agreement.
    The Applicants state that the accounting and cost allocation 
methods and procedures of all such service companies which are formed, 
including Primergy Services, will comply with the Commission's 
standards for service companies in registered holding company systems, 
and that the billing systems of all such service companies, including 
Primergy Services, will use the Commission's ``Uniform System of 
Accounts for Mutual Service Companies and Subsidiary Service 
Companies.'' Except as permitted under the Act or by the Commission, 
all services provided by such service companies to affiliated companies 
will be on an ``at cost'' basis as determined by rules 90 and 91 of the 
Act.
    Primergy and the Additional Service Companies request that the 
Commission grant an exemption from the provisions of rules 90 and 91 
under section 13(b) of the Act for the following transactions: (1) 
Services provided for EWGs, FUCOs and associate companies that derive 
no part of their income, directly or indirectly, from the generation, 
transmission or distribution of electric energy for sale, or the 
distribution of natural gas at retail, in the United States; and (2) 
services provided to an associated EWG, QF or IPP, provided that the 
purchaser of the electricity is not an associate company of Primergy. 
No services will be provided at market-based rates to an EWG, QF or IPP 
selling electricity to NSP or WEPCO, unless authorized by the Act or 
the Commission.
    The Applicants request further that the Commission permit the 
various subsidiaries and affiliates that are providing currently 
services, including operation and maintenance, and selling goods to 
EWGs and QFs or to entities that will qualify as EWGs, FUCOs or QFs 
following the Transaction to continue such transactions without 
compliance with the at-cost provisions of section 13(b) and the rules 
thereunder. In addition, the Applicants request an exception regarding 
NSP's affiliated companies, Landfill Power LLC and Minnesota Methane 
LLC, that own portions of QF facilities that sell power to NSP under 
Public Utility Regulatory Policies Act contracts approved by the 
Minnesota Public Utility Commission (``MPUC'').\7\
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    \7\ Entergy Corporation, supra.
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    The Applicants request further that the Commission exempt from the 
at-cost standards various existing contracts, which have been approved 
by the MPUC or the Public Service Commission of Wisconsin, among NSP 
and WEC affiliates that are not EWGs or QFs or entities that will 
become EWGs, FUCOs or QFs following the Transaction.\8\ Finally, a 
section 13(b) exemption is requested regarding NRG Energy, Inc.'s 
(``NRG'') management and administrative services to be provided to 
O'Brien Environmental Services, Inc., which was partially acquired by 
NRG pursuant to a reorganization plan. The services have been approved 
by the bankruptcy court as part of the reorganization plan.
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    \8\ Application-Declaration, Annex H.
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EUA Energy Investment Corporation (70-8837)

    EUA Energy Investment Corporation (``EEIC''), P.O. Box 2333, 
Boston, Massachusetts 02107, a nonutility subsidiary company of Eastern 
Utilities Associates, a registered holding company, has filed an 
application-declaration under sections 6(a), 7, 9(a) and 10 of the Act 
and rules 45, 53 and 54 thereunder.
    By orders dated December 4, 1987 and January 11, 1988 (HCAR Nos. 
24525 and 24515A, respectively (``Orders''), EEIC was authorized, among 
other things, to conduct energy and energy conservation research and to 
invest, directly or indirectly in such activities.
    Pursuant to the Orders, EEIC now proposes to invest through 
December 31, 1998, approximately $4 million to acquire approximately 
1,052,630 shares of common stock of Separation Technologies, Inc. 
(``STI''), at a purchase price of $3.80 per share, pursuant to the 
terms of a stock purchase agreement (``Agreement''). STI is engaged in 
the research, development, design, sale, installation, construction and 
servicing of solid and liquid materials separation systems and 
facilities including, without limitation, a system for economically 
separating unburned carbon from coal (or fly) ash produced by utility 
generating plants.
    EEIC will invest in STI by acquiring shares of: (1) STI's 
authorized but unissued common stock; and (2) a to-be-formed class of 
nonvoting common stock which, in all respects other than voting rights, 
would be identical to STI's currently authorized common stock.\9\
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    \9\ As a result of the acquisition, EEIC anticipates that it 
will own approximately 20 percent of STI's issued and outstanding 
capital stock. However, EEIC states that it will only acquire a 
number of shares representing up to 9.9 percent of the then 
outstanding voting common stock of STI. In the event of an initial 
public offering of STI common stock, any share of nonvoting common 
stock acquired by EEIC would automatically convert to share of 
voting common stock.
---------------------------------------------------------------------------

    EEIC also requests authorization to make project financing 
available up to an aggregate principal amount of $15 million for the 
installation and construction of STI fly ash separation projects. The 
Agreement contains provisions granting EEIC and exclusive right of 
first negotiation with respect to financing all fly ash separation 
projects designed, sold, constructed and/or installed by STI during the 
eighteen month period immediately following the execution of the 
Agreement, excepting only financing for: (1) STI's Colbert Station 
project located in Alabama; and (2) any host utility financed projects.
    EEIC proposes to provide such financing by entering into joint 
arrangements with STI at locations where STI equipment will be 
installed. EEIC's investment in these utility locations is anticipated 
to range between $0.5 and $2.5 million per installation. EEIC's 
investments in such future projects with STI may take the

[[Page 21513]]

form of, without limitation, joint ventures, general partnerships, 
limited partnerships, teaming agreements, royalties or other revenue 
sharing, special purpose entities, loans and equity participations.
    STI has its own employees, and no employees of the EUA system 
retail electric utilities will be assigned to perform services for STI. 
EEIC does not anticipate the need to hire any additional personnel in 
connection with EEIC's investment in STI or the exercise of its 
financing rights under the Agreement.

Entergy Corporation (70-8839)

    Entergy Corporation (``Entergy'' or ``Company''), 639 Loyola 
Avenue, New Orleans, Louisiana 70113, a registered holding company, has 
filed an application-declaration under sections 6(a) and 7 of the Act 
and rule 54 thereunder.
    Entergy proposes to issue and sell through December 31, 2000, up to 
ten million additional shares of its authorized but unissued common 
stock, par value $.01 per share (``Common Stock'') pursuant to a new 
Dividend Reinvestment and Stock Purchase Plan ``Plan'').
    The Common Stock will offered by all holders of shares of Common 
Stock and other interested investors (each a ``Participant'') pursuant 
to the Plan whereby Participants voluntarily may elect to: (1) 
automatically reinvest dividends received on all of their shares of 
Common Stock; or (2) automatically reinvest dividends received on less 
than all of their shares of Common Stock and continue to receive cash 
dividends on their remaining shares; and/or (3) invest in additional 
shares of Common Stock by making optional cash investments of not less 
than $100 nor more than $3,000 per month, with certain exceptions. 
Interested investors that are not shareholders may make optional cash 
investments in the Common Stock, but will be subject to an initial 
minimum investment of $1,000 and, subject to certain exceptions, a 
maximum of $3,000 for that month.
    The shares of Common Stock purchased on behalf of the Participants 
to fulfill the requirements of the Plan will be in the Company's 
discretion, either previously issued shares purchased on the open 
market or in privately negotiated transactions or newly issued shares 
purchased directly from the Company. The decision whether to allow the 
Plan to purchase new but unissued shares or shares on the open market 
may be made by the Company only once in any three-month period.
    Under the Plan, the purchase price of newly issued shares will be 
the weighted average of the daily high and low sales prices of the 
Common Stock on the New York Stock Exchange (``NYSE'') during the 
pricing period, which consists of the twelve trading days immediately 
preceding the investment date. The purchase price for shares purchased 
on the open market will be the weighted average price paid by the Plan 
including brokerage fees and commissions.
    Optional cash investments in excess of $3,000 per month may be made 
pursuant to a waiver granted at the discretion of the Company 
(``Request for Waiver''). The Company has sole discretion as to whether 
to grant any Request for Waiver. In deciding whether to grant a Request 
for Waiver, the Company may consider relevant factors including, but 
not limited to, whether the Plan has been acquiring newly issued shares 
from the Company or acquiring shares in the open market or in privately 
negotiated transactions from third parties, the Company's need for 
additional capital, the attractiveness of obtaining such additional 
capital through a sale of Common Stock as compared to the sources of 
other funds, the purchase price likely to apply to a sale of the Common 
Stock, the Participants submitting the requests, the extent and nature 
of such Participants' prior participation in the Plan, the number of 
shares of Common Stock held of record by such Participants and the 
amount of their proposed investments, and the aggregate amount of 
optional cash investments in excess of the allowable maximum that have 
been submitted by all Participants. If Requests for Waiver are 
submitted at any time for an aggregate investment amount in excess of 
the amount, if any, that the Company is then willing to accept, the 
Company may grant such Requests for Waiver in the order of receipt, pro 
rata or by any other method the Company determines is appropriate.
    The Company may also establish, for each monthly pricing period 
under the Plan, a minimum price (``Threshold Price'') applicable to the 
purchase of shares directly from the Company pursuant to a Request for 
Waiver. If established for any pricing period, the Threshold Price will 
be the minimum dollar amount that the average of the high and low sales 
prices of the Common Stock on the NYSE for each trading day of the 
relevant pricing period must equal or exceed. In the event the 
Threshold Price is not satisfied or no trades are made on the NYSE for 
any trading day in the pricing period, then that trading day and all 
trading prices for that day will be excluded in the determination of 
the purchase price. Additionally, for each trading day of the pricing 
period excluded from the pricing period, one-twelfth of the total 
amount of the optional cash investment of each Participant made 
pursuant to a Request for Waiver will be returned to that Participant 
without interest.
    For those purchases of Common Stock made pursuant to a Request for 
Waiver, the Company, at least three business days prior to the first 
day of the applicable pricing period, may also establish a discount 
from the purchase price applicable to those optional cash investments 
(``Waiver Discount''). The Waiver Discount may be between 0% and 3% and 
may vary each month, but once established will apply uniformly to all 
optional cash investments made for that month pursuant to a Request for 
Waiver. The Waiver Discount will be established at the Company's total 
discretion after a review of current market conditions, the level of 
participation in the Plan and current and projected capital needs. The 
Company has no present plans to establish either a discount or minimum 
price for optional cash investments of $3,000 or less or for dividend 
reinvestments, but reserves the right under the Plan to do so in the 
future.
    The Plan will be administered by Mellon Bank, N.A. or such 
successor administrator as Entergy may designate (``Administrator''). 
The Administrator will act as agent for Participants, keep records of 
the accounts of Participants, send regular account statements to 
Participants, and perform other duties relating to the Plan. Shares 
purchased for each Participant under the Plan will be held by and 
registered in the name of the Administrator or its nominee on behalf of 
the Participants, unless and until a Participant requests that stock 
certificates be issued. No service fee will be paid by Participants for 
shares purchased directly from the Company, but Participants will pay 
certain administrative fees and/or commissions on all other 
transactions made pursuant to the Plan.
    A Participant retains all voting rights relating to shares 
purchased under the Plan and credited to his account, and such shares 
will be voted in accordance with his instructions. A Participant may 
withdraw from the Plan at any time upon written notice. In addition, 
without withdrawing from the Plan, a Participant is entitled to demand 
and receive a certificate representing any number of whole shares of 
Common Stock credited to his account. Entergy reserves the right to 
suspend, modify

[[Page 21514]]

(subject to any requisite Commission approval) or terminate the Plan at 
any time.

National Fuel Gas Company (70-8841)

    National Fuel Gas Company (``NFG''), 10 Lafayette Square, Buffalo, 
New York 14203, a registered public utility holding company, has filed 
an application-declaration under sections 6(a), 7, 9(a), 10 and 12(c) 
of the Act and rules 42 and 46 thereunder.
    NFG proposes to implement a sharedholder rights plan to discourage 
unwanted takeover bids. The Board of Directors of NFG (``Board'') 
proposes to declare a dividend distribution of one right (``Right'') 
for each outstanding share of common stock of NFG (``Common Stock''), 
$1.00 per value, to shareholders of record at the close of business on 
a record date yet to be established (``Record Date''). Each Right would 
entitle the registered holder to purchase from NFG one-half of one 
share of Common Stock at a price of $130 per share, subject to 
adjustment (``Purchase Price'').
    Until the earliest to occur of (i) ten days following the date 
(``Share 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 Common Stock or other 
voting securities (``Voting Stock'') that have 10% or more of the 
voting power of the outstanding shares of Voting Stock or (ii) ten days 
following the commencement or announcement of an intention to make a 
tender offer, or exchange offer, the consummation of which would result 
in such person acquiring, or obtaining the right to acquire, beneficial 
ownership of Voting Stock having 10% or more of the voting power of the 
outstanding shares of Voting Stock (the earlier of such dates being 
called the ``Distribution Date''), the Rights will be evidenced, with 
respect to any shares of Common Stock outstanding as of the Record 
Date, by the Common Stock certificates representing those outstanding 
shares. Until the Distribution Date, the Rights will be transferable 
only with the Common Stock, and new Common Stock certificates issued 
after the Record Date will contain a notation incorporating the 
Agreement by reference. As soon as practicable following the 
Distribution Date, separate certificates evidencing the Rights 
(``Rights Certificates'') will be mailed to holders of record of Common 
Stock as of the close of business on the Distribution Date and such 
separate Right Certificates alone will evidence the Rights.
    The Rights are not exercisable until the Distribution Date. As in 
the case with most right plans which are in place, the Rights will 
expire at the close of business on the tenth anniversary of the Record 
Date, unless earlier redeemed or exchanged by NFG as described below.
    Subject to redemption or exchange of the Rights, at any time 
following the Distribution Date, each holder of a Right will have the 
right to receive, upon exercise, Common Stock (or, in certain 
circumstances, cash, property or other securities of NFG) having a 
value to two times Purchase Price of the Right then in effect. However, 
all Rights that are, or under certain circumstances were, beneficially 
owned by any Acquiring Person will be null and void.
    In the vent that, at any time following the Share Acquisition Date, 
(i) NFG is acquired in a merger or other business combination 
transaction, or (ii) 50% or more of NFG's assets or earning power are 
sold or transferred, each holder of a Right shall thereafter 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 payable, and the number of shares of Common 
Stock (or other securities, as the case may be) issuable upon exercise 
of the Rights are subject to adjustment from time to time to prevent 
dilution (i) in the event of a stock dividend on, or a subdivision, 
combination or reclassification of, the Common Stock, (ii) upon the 
grant to holders of the Common Stock of certain rights or warrants to 
subscribe for or purchase shares of the Common Stock or convertible 
securities at less than the then current market price of the Common 
Stock or (iii) upon the distribution to holders of the Common Stock of 
evidences of indebtedness or assets (excluding regular periodic cash 
dividends or dividends payable in Common Stock) or of subscription 
rights or warrants (other than those referred to above). Prior to the 
Distribution Date, the Board may make such other equitable adjustments 
as it deems appropriate in the circumstances in addition to or in lieu 
of any adjustment otherwise required by the foregoing.
    With certain exceptions, no adjustment in the Purchase price will 
be required until the earlier of (i) three years from the date of the 
event giving rise to such adjustment or (ii) the time at which 
cumulative adjustments require an adjustment of at least 1% in such 
Purchase Price. No fractional shares of Common Stock will be issued 
and, in lieu thereof, an adjustment in cash will be made based on the 
market price of the Common Stock on the last trading date prior to the 
date of exercise.
    At any time prior to 5:00 p.m. Buffalo, New York time on the tenth 
day following the Share Acquisition Date, NFG may redeem the Rights in 
whole, but not in part, at a price of $0.01 per Right (``Redemption 
Price''), payable in cash or stock. Under certain circumstances set 
forth in the Agreement, the decision to redeem shall require the 
concurrence of a majority of the Independence Directors. An 
``Independent Director'' means any member of the Board who was a member 
of the Board prior to the date of the Agreement, and any person who is 
subsequently elected to the Board if such person is recommended or 
approved by a majority of the Independent Directors, but shall not 
include an Acquiring Person or any representative thereof. Immediately 
upon the action of the Board electing to redeem the Rights, NFG shall 
make announcement thereof and the only right of the holders of Rights 
will be to receive the Redemption Price.
    At any time after a person becomes an Acquiring Person, the Board 
may exchange the Rights (other than Rights owned 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 deemed to have the same value as one share of Common Stock, per 
Right, subject to adjustment.
    Until a Right is exercised or exchanged for Common Stock, the 
Rights, as such, will not grant the holders thereof rights as a 
stockholder of NFG. While the distribution of the Rights will not be 
taxable to stockholders or to NFG, stockholders may, depending upon the 
circumstances, recognize taxable income in the event that the Rights 
become exercisable for Common Stock of NFG (or other consideration) or 
for the stock of the Acquiring Person.
    Any of the provisions of the Agreement may be amended by the Board 
without the consent of the holders of the Rights prior to the 
Distribution Date. Thereafter, the Agreement may be amended by the 
Board in order to cure any ambiguity, defect or inconsistency, or to 
make changes which do not adversely affect the interests of holders of 
Rights (excluding the interest of any Acquiring Person); provided, 
however, that no supplement or amendment may be made on or after the 
Distribution Date which changes those provisions relating to the 
principal economic terms of the

[[Page 21515]]

Rights. The Board may also, with the concurrence of a majority of the 
Independent Directors, extend the redemption period for up to an 
additional 20 days.

Entergy Corporation, et al. (70-8845)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered public utility holding company, and its 
wholly owned subsidiary company Entergy Power, Inc. (``EPI''), 900 
South Shackleford Road, Little Rock, Arkansas 72211, (both, 
``Declarants''), have filed a declaration under section 12(c) of the 
Act and rule 46 thereunder.
    EPI proposes to make one or more cash payments in an aggregate 
amount not to exceed $55 million to Entergy from time to time through 
December 31, 1998 out of EPI's unearned surplus. As of December 31, 
1995, EPI had approximately $249,950,000 of capital or unearned surplus 
and cash and cash equivalents of approximately $59,482,000. The cash 
equivalents of EPI include temporary cash investments of $59,225,000, 
which derive from capital contributions made by Entergy to EPI in July 
and December 1995. Declarants state that these liquid assets are far in 
excess of any foreseeable capital needs of EPI. Therefore, EPI proposes 
to return all or most of these assets to Entergy, EPI's sole 
shareholder, through the proposed cash payments.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-11669 Filed 5-9-96; 8:45 am]
BILLING CODE 8010-01-M