[Federal Register Volume 61, Number 120 (Thursday, June 20, 1996)]
[Notices]
[Pages 31568-31570]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-15773]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26533]
Filings Under the Public Utility Holding Company Act of 1935, as
amended (``Act'')
June 14, 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 July 8, 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.
General Public Utilities Corporation, et al. (70-7926)
General Public utilities Corporation (``GPU''), 100 Interpace
Parkway, Parsippany, New Jersey 07054, and its subsidiaries, Jersey
Central Power & Light Company (JCP&L''), 300 Madison Avenue,
Morristown, New Jersey 07962, Metropolitan Edison Company (``Met-Ed''),
P.O. Box 16001, Reading, Pennsylvania 19640, and Pennsylvania Electric
Company (``Penelec''), P.O. Box 16001, Reading, Pennsylvania 19640
(together, ``GPU Companies''), have filed a post-effective amendment to
their declaration under Sections 6(a) and 7 of the Act and rule 54
thereunder.
By order dated October 26, 1994 (HCAR No. 26150) (``Order''), the
Commission, among other things, authorized the GPU Companies to enter
into an amendment to their Credit Agreement, dated as of March 19,
1992, with a group of commercial banks for which Citibank, N.A. and
Chemical Bank act as co-agents and Chemical Bank acts as the
administrative agent, in order to extend through December 31, 1997 the
period during which the GPU Companies were authorized to issue, sell
and renew their unsecured promissory notes (``Notes'') from time-to-
time in amounts up to $250 million outstanding at any time. In
addition, on October 24, 1995, the GPU Companies entered into a Second
Amendment to the Credit Agreement which modified certain negative
covenants in the Credit Agreement (``Prior Credit Agreement'').
Under the Order, the aggregate principal amount of Notes
outstanding at any time under the Prior Credit Agreement, together with
all other unsecured debt then outstanding, may not exceed the
limitations on such indebtedness imposed by the charters of each of
JCP&L, Met-Ed and Penelec, and $200 million in the case of GPU. As of
March 31, 1996, the charter limitations on such indebtedness for JCP&L,
Met-Ed and Penelec were $290 million, $133 million and $145 million,
respectively. At May 1, 1996, the GPU Companies
[[Page 31569]]
had unsecured indebtedness outstanding as follows:
GPU--$102.7 million
JCP&L--$213.4 million
Med-Ed--$26.0 million
Penelec--$111.2 million
The Notes issued under the Prior Credit Agreement mature not more
than six months from their date of issue and the annual interest rate
on each borrowing is either: (1) the Alternate Base Rate, as in effect
from time-to-time; (2) the CD Rate, as in effect from time-to-time,
plus an amount (``CD Applicable Margin'') ranging from .375% to .625%
depending on the senior secured non-credit enhanced long-term debt
rating (``Debt Rating'') of the borrower or, in the case of GPU, the
Debt Rating of JCP&L; or (3) the Eurodollar Rate, as in effect from
time-to-time, plus an amount (``Eurodollar Applicable Margin'') ranging
from .25% to .50% depending upon the Debt Rating of the borrower or, in
the case of GPU, the Debt Rating of JCP&L. In addition, the GPU
Companies pay a facility fee ranging from .125% to .375% per annum,
depending on the Debt Ratings of JCP&L, MetEd and Penelec, of the total
amount of the commitments, a competitive bid fee of $2,500 for each
request for a competitive bid, and an annual administrative fee of
$15,000. The GPU Companies also paid aggregate agency fees of $50,000
upon signing of the First Amendment to the Credit Agreement.
On May 6, 1996, the GPU Companies entered into an Amended and
Restated Credit Agreement with the banks named therein (and banks that
may subsequently become parties thereto) and The Chase Manhattan Bank,
N.A. (successor to Chemical Bank), as Administrative Agent, and
Citibank, N.A., as Syndication Agent (``Restated Credit Agreement''),
which, subject to receipt of the authorization herein requested,
permits borrowings thereunder through May 6, 2001 and increases the
amount that GPU may borrow thereunder to up to $250 million outstanding
at any time. The Restated Credit Agreement also modified in material
respects a number of the covenants contained in the Prior Credit
Agreement. Accordingly, the GPU Companies have agreed, subject to
Commission authorization, to an increased facility fee equal to .50%
(rather than .375%) per annum of the total amount of the commitments
under the Restated Credit Agreement in the event that the applicable
Debt Rating is BB or below as rated by Standard & Poor's or Duff &
Phelps, or Ba or below as rated by Moody's Investor Services, or if
these is no Debt Rating.
The CD Applicable Margin will be .75% (rather than .625%) if the
applicable Debt Rating is BB+ as rated by Standard & Poor's or Duff &
Phelps, or Ba1 as rated by Moody's Investor Services, and 1.37% (rather
than .625%) if the applicable Debt Rating is BB or below as rated by
Standard & Poor's or Duff & Phelps, or Ba or below as rated by Moody's
Investor Services, or if there is no Debt Rating. The Eurodollar
Applicable Margin will be .625% (rather than .50%) if the applicable
Debt Rating is BB+ as rated by Standard & Poor's or Duff & Phelps, or
Ba1 as rated by Moody's Investor Services, and 1.25% (rather than .50%)
if the applicable Debt Rating is BB or below as rated by Standard &
Poor's or Duff & Phelps, or Ba or below as rated by Moody's Investor
Services, or if there is no Debt Rating. All other CD and Eurodollar
Applicable Margins and all other fees remain unchanged, except that
there are no new agency fees payable by the GPU Companies in connection
with the Restated Credit Agreement. Other provisions, including those
relating to conditions to borrowing, acceleration and prepayment, also
remain unchanged.
At the date of filing of the post-effective amendment, the Debt
Ratings of JCP&L, Met-Ed and Penelec were as follows (neither GPU nor
El Energy, Inc. presently has a Debt Rating):
------------------------------------------------------------------------
Standard & Duff &
Poor's Phelps Moody's
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JCP&L......................... BBB+ BBB+ Baa1
Met-Ed........................ BBB+ A- Baa1
Penelec....................... A- A- A3
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As a result, the higher facility fee and the higher CD and
Eurodollar Applicable Margins would not now be applicable.
New England Electric System, et al. (70-7950)
New England Electric System (``NEES''), a registered holding
company, its service company subsidiary, New England Power Service
Company (``NEPSCO'') and its nonutility subsidiary company, New England
Electric Resources, Inc. (``NEERI'') (together, ``Applicants''), all
located at 25 Research Drive, Westborough, Massachusetts 01582, have
filed a post-effective amendment under sections 6(a), 7, 9(a), 10,
12(b), 13(b), 32 and 33 of the Act and rules 45, 54, 87, 90 and 91
thereunder to their application-declaration previously filed under
sections 6(a), 7, 9(a), 10, 12(b) and 13(b) and rules 45, 87, 90 and 91
thereunder.
By order dated September 4, 1992 (HCAR No. 25621), the Commission
authorized NEERI to perform consulting services on electric utility
matters for nonassociates, through December 31, 1997. By order dated
April 1, 1994 (HCAR No. 26017), the Commission authorized NEERI to
undertake electrical related services and consulting contracts, through
December 31, 1997. Both orders permitted NEPSCO to provide certain
overhead services for NEERI at cost and for NEES to make capital
contributions to NEERI in amounts of up to $2 million. The types of
services NEERI was authorized to perform include designing,
engineering, assisting in licensing and permitting, procuring materials
and equipment, and installing, removing or constructing electrical
related materials.
The Applicants are now requesting authority, through December 31,
1999: (1) To expand the services NEERI may perform for nonassociate
entities; (2) to have NEPSCO continue to provide services for NEERI at
cost; and (3 to have NEES continue to provide capital contributions to
NEERI in an increased amount of up to $10 million.
Following is a list of the types of new services NEERI proposes to
perform:
(1) Sale of technical, operational, management, and other similar
kinds of services and expertise, developed in the course of utility
operations in such areas as power plant and transmission system
engineering, development, design and rehabilitation; construction;
maintenance and operation; fuel and other goods and services
procurement, delivery, and management; environmental licensing,
testing, and remediation; and other similar areas, including, without
limitation, transmission line services, environmental control services,
maintenance and construction services, engineering services, mechanical
and repair services, structural services, construction contract
administration and support services;
(2) Energy conservation and demand-side management services;
(3) Sale, installation, and servicing of electric and compressed
natural gas powered vehicles and ownership and operation of related
refueling and recharging equipment; and
(4) Sale, installation, and servicing of electric and gas
appliances for residential, commercial, and industrial heating and
lighting.
No system employees will be assigned to a NEERI services project if
such assignment would interfere with the normal operation of the
system. Utility
[[Page 31570]]
operating companies within the system will at all times have first
priority in the use of system employees, including employees of NEPSCO.
During the course of a calender year, the system will not assign more
than the full-time equivalent of five percent of its employees to
service projects for NEERI.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-15773 Filed 6-19-96; 8:45 am]
BILLING CODE 8010-01-M