[Federal Register Volume 61, Number 125 (Thursday, June 27, 1996)]
[Notices]
[Pages 33551-33555]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-16452]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26535]
Filings Under the Public Utility Holding Company Act of 1935, As
Amended (``Act'')
June 21, 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 15, 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 of 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.
Alabama Power Company, et al. (70-8461)
Alabama Power Company, 600 North 18th Street, Birmingham, Alabama
35291 (``Alabama''), Georgia Power Company, 333 Piedmont Avenue, N.E.,
Atlanta, Georgia 30308 (``Georgia''), Gulf Power Company, 500 Bayfront
Parkway, Pensacola, Florida 32501 (``Gulf''), Mississippi Power
Company, 2992 West Beach, Gulfport, Mississippi 39501 (``Mississippi'')
and Savannah Electric and Power Company, 600 East Bay Street, Savannah,
Georgia 31401 (``Savannah'') (together, ``Operating Companies''),
electric public utility subsidiaries of The Southern Company, a
registered holding company, have filed a post-effective amendment to
their application-declaration under sections 6(a), 7, 9(a), 10 and
12(b) of the Act and rules 45 and 54 thereunder.
By order dated December 15, 1994 (HCAR No. 26187) (``December
Order'') each Operating Company was authorized to organize a separate
special purpose subsidiary as: (1) a statutory business trust; (2) a
limited liability company under the Limited Liability Company Act; and
(3) a limited partnership under the Revised Uniform Limited Partnership
Act of any state in which they respectively are organized to do
business or are incorporated, or of the State of Delaware or other
jurisdiction considered advantageous by any of the Operating Companies
(``Special Purpose Subsidiaries''). The Special Purpose Subsidiaries
then could issue and sell their preferred securities (``Preferred
Securities''), with a par or stated value or liquidation preference of
up to $100 per security, at any time or from time-to-time, in one or
more series through December 31, 1997. The Preferred Securities would
be sold by the respective Special Purpose Subsidiaries in the following
aggregate par or stated value or liquidation preference amounts: (1) up
to $175 million in the case of Alabama; (2) up to $300 million in the
case of Georgia; (3) up to $15 million in the case of Gulf; (4) up to
$15 million in the case of Mississippi; and (5) up to $10 million in
the case of Savannah.
Further, the December Order authorized each Operating Company to
acquire all of the common stock (``Common Securities'') or all of the
general partnership interests, as the case may be, of its Special
Purpose Subsidiary for an amount up to 21% of the total equity
capitalization from time-to-time of such Special Purpose Subsidiary
(``Equity Contribution''). Each Operating Company may issue and sell to
its Special Purpose Subsidiary, at any time or from time-to-time in one
or more series, subordinated debentures, promissory notes or other debt
instruments (``Notes'') governed by an indenture or other document, and
the Special Purpose Subsidiary will apply both the Equity Contribution
and the proceeds from the sale of Preferred Securities to purchase
Notes of such Operating Company. Alternatively, each Operating Company
may enter into a loan agreement or agreements with its Special Purpose
Subsidiary under which it will loan to the Operating Company
(``Loans'') both the Equity Contribution and the proceeds from the sale
of the Preferred Securities evidenced by Notes. Each Operating Company
may also guarantee (``Guaranties'') the payment of dividends or
distributions on the Preferred Securities, payments to the Preferred
Securities holders of amounts due upon liquidation or redemption of the
Preferred Securities and certain additional amounts that may be payable
regarding the Preferred Securities.
Each Note will have a term, including extensions, of up to 50
years. Prior to maturity, each Operating Company will pay only interest
on its Notes at a rate equal to the dividend or distribution rate on
the related series of Preferred Securities. The dividend or
distribution rate may be either fixed or adjustable, determined on a
periodic basis by auction or remarketing procedures, in accordance with
a formula or formulae based upon certain reference rates, or by other
predetermined methods. Such interest payments will constitute each
Special Purpose Subsidiary's only income and will be used by it to pay
monthly dividends or distributions on the Preferred Securities issued
by it and dividends or distributions on the common stock or the general
partnership interests of such Special Purpose Subsidiary.
Dividend payments or distributions on the Preferred Securities will
be made monthly, will be cumulative and must be made to the extent that
funds are legally available. However, each Operating Company will have
the right to defer payment of interest on its Notes for up to five
years, provided that, if dividends or distributions on the Preferred
Securities of any series are not paid for up to 18 consecutive months,
then the holders of the Preferred Securities of such series may have
the right to appoint a trustee, special general partner or other
special
[[Page 33552]]
representative to enforce the Special Purpose Subsidiary's rights under
the related Note and Guaranty. Each Special Purpose Subsidiary will
have the parallel right to defer dividend payments or distributions on
the related series of Preferred Securities for up to five years. The
dividend or distribution rates, payment dates, redemption and other
similar provisions of each series of Preferred Securities will be
substantially identical to the interest rates, payment dates,
redemption and other provisions of the related Note issued by the
Operating Company.
The Notes and related Guaranties of each Operating Company will be
subordinate to all other existing and future indebtedness for borrowed
money of such Operating Company and will have no cross-default
provisions with respect to other indebtedness of the Operating Company.
However, each Operating Company may not declare and pay dividends on
its outstanding preferred or common stock unless all payments due under
its Notes and Guaranties have been made.
It is expected that each Operating Company's interest payments on
the Notes issued by it will be deductible for federal income tax
purposes and that its Special Purpose Subsidiary will be treated as a
partnership for federal income tax purposes. Consequently, holders of
the Preferred Securities will be deemed to have received partnership
distributions in respect of their dividends or distributions from the
respective Special Purpose Subsidiary and will not be entitled to any
``dividends received deduction'' under the Internal Revenue Code.
The Preferred Securities are optionally redeemable by the Special
Purpose Subsidiary at a price equal to their par or stated value or
liquidation preference, plus any accrued and unpaid dividends or
distributions, at any time after a specified date not later than 10
years from their date of issuance or upon the occurrence of certain
events. The Preferred Securities of any series may also be subject to
mandatory redemption upon the occurrence of certain events. Each
Operating Company also may have the right in certain cases to exchange
the Preferred Securities of its Special Purpose Subsidiary for the
Notes or other junior subordinated debt of the Operating Company.
In the event that any Special Purpose Subsidiary is required to
withhold or deduct certain amounts in connection with dividend,
distribution or other payments, it may also have the obligation to
``gross up'' such payments so that the holders of the Preferred
Securities will receive the same payment after such withholding or
deduction as they would have received if no such withholding or
deduction were required. In such event, the related Operating Company's
obligations under its Note and Guaranty may also cover such ``gross
up'' obligation. In addition, if any Special Purpose Subsidiary is
required to pay taxes on income derived from interest payments on the
Notes, the related Operating Company may be required to pay additional
interest equal to the tax payment. Each Operating Company,
individually, expects to apply the net proceeds of the Loans to the
repayment of outstanding short-term debt, for construction purposes,
and for other general corporate purposes, including the redemption or
other retirement of outstanding senior securities.
The December Order authorized Georgia to enter into certain
transactions regarding the issuance and sale of $100 million of
Preferred Securities, but the Commission reserved jurisdiction over all
remaining transactions pending completion of the record. By subsequent
supplemental order dated January 17, 1996 (HCAR No. 26452), Alabama was
authorized to enter into certain transactions regarding the issuance
and sale of $97 million of Preferred Securities, and the Commission
again reserved jurisdiction over all remaining transactions pending
completion of the record.
The Operating Companies now propose to increase the aggregate par
or stated value or liquidation preference of preferred securities that
may be issued by the Special Purpose Subsidiaries of Alabama, Georgia,
Gulf, Mississippi and Savannah in respective aggregate amounts of up to
$250 million, $500 million, $60 million, $60 million and $35 million.
The Operating Companies propose also to extend the time in which the
transactions may be effected through December 31, 2001.
HEC Inc., et al. (70-8831)
HEC Inc. (``HEC''), 24 Prime Parkway, Natick, Massachusetts 01760,
a nonutility subsidiary of Northeast Utilities (``Northeast''), a
registered holding company, and HEC's two nonutility subsidiary
companies, HEC Energy Consulting Canada Inc. (``HEC Canada''), 285
Yorkland Boulevard, Willowdale, Ontario, M2J 1S5, and HEC International
Corporation (``HEC International''), 24 Prime Parkway, Natick,
Massachusetts 01760 (collectively, the ``Applicants''), have filed an
application-declaration under sections 6(a), 7, 9, 10, 12 and 13(b) of
the Act and rules 45, 54, 90 and 91 thereunder. The Applicants propose
to provide additional energy related services to associate and
nonassociate companies and to enter joint ventures with utilities
located outside New York and New England.
By order dated July 27, 1990 (HCAR No. 25114-A) (``1990 Order''),
the Commission authorized HEC to provide various energy management
services and demand side management services (``DSM'') to customers in
New England and New York (the ``Region'') and, to a lesser extent,
outside the Region.
By order dated September 30, 1993 (HCAR No. 25900) (``1993
Order''), the Commission authorized HEC to expand its energy management
and DSM services and to provide consulting services on energy related
matters. In addition the 1993 Order authorized HEC to design and market
intellectual property, and also provided that, when HEC sold or
licensed intellectual property that had been developed by a Northeast
system company, the associate company would receive 70% of the revenues
until it recovered its development costs, after which the associate
company would receive 20% of the such revenues.
By order dated August 19, 1994 (HCAR) No. 26108) (``1994 Order''),
the Commission authorized HEC to organize and acquire HEC Canada and
HEC International. HEC Canada provides energy management, DSM and
consulting services to customers located in Canada. HEC International
was organized to participate, on a 50/50 basis, in a joint venture to
form HECI, a subsidiary of HEC International. HECI was formed to
provide energy management, DSM and consulting services to customers
located in the western United States and foreign countries (excluding
Canada).
By order dated July 19, 1995 (HCAR No. 26335) (``1995 Order''), the
Commission authorized HEC and its direct and indirect subsidiaries to
provide EMS and DSM services to customers without regard to prior
restrictions limiting revenues attributable to customers outside the
Region.
The Applicants now wish to expand the energy management and demand
side management services that they provide to nonassociates, including
customers of Northeast's electric utility operating companies
(``Operating Companies''), and associate companies in the Northeast
system. Specifically, they propose to provide the following new energy
related services: (1) identifying energy and other resource efficient
applications of technologies (the application of which may improve and
even increase end-use services,
[[Page 33553]]
such as lighting or ventilation, although overall costs may not be
reduced); (2) designing facility and process modifications and/or
enhancements to increase energy and resource efficiencies (which may
not only improve but also increase end-use services of facilities or
processes, such as lighting or ventilation); (3) designing, managing or
directing construction of, and/or installing mechanical, water and
electrical systems, energy and other resource consuming equipment, and
equipment that controls or monitors energy consumption and related
equipment; (4) implementing operational and maintenance techniques and
measures related to energy and other resource consumption; (5)
recommending acquisition of, and/or brokering cost effective energy,
including electric, gas, oil, propane, wood chips and refuse-derived
fuels (the Applicants state they will not recommend acquisitions of, or
broker, electricity for the Operating Companies and their customers),
or marketing of energy fuels (but not electricity); \1\ (6) provide
marketing expertise and related technical support to Northeast system
companies and nonassociate companies that want to sell energy related
products and services; (7) constructing, owning, maintaining, and/or
operating energy consuming systems and related support equipment and
structures, such as central heating and chilling plants, compressed air
systems, energy management systems, pumps, motors, and lighting systems
(but not systems for the generation of electric energy); (8) designing,
constructing and/or maintaining cogeneration and self-generation
systems, up to 10 megawatts in capacity, that will be owned and
operated by associates and nonassociates; (9) conducting preliminary
development work on cogeneration and self-generation projects up to 10
megawatts in capacity; (10) training related to energy services the
Applicants are authorized to provide; (11) monitoring, tracking and
reporting of system or program results; and (12) designing and/or
marketing energy-related proprietary and/or intellectual property (such
as processes, programs, techniques, or computer software), and energy
management system monitoring programs and reports. In the event the
Applicants sell or license intellectual property developed by an
associate company, the associate company will be paid in accordance
with the terms stated in the 1993 Order.
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\1\ In providing energy brokering services, the Applicants would
function as intermediaries to bring energy buyers and sellers
together. Marketing energy fuels would involve the contracting, by
Applicants, to acquire energy fuels on behalf of their customers.
Specifically, the Applicants state they would identify and analyze
alternative options available to meet their customers' needs, select
the most beneficial options and execute contracts to purchase energy
fuels and resell such fuels to their customers. In providing such
services, the Applicants state they will not acquire energy
production, transportation or storage facilities.
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The Applicants also propose to expand their consulting and
engineering services provided to associates and nonassociates to
include energy efficiency and associated technologies, such as indoor
air quality and environmental compliance. They state such services
include consulting on development or evaluation of energy conservation
and energy efficiency measurement protocols and standards, general
technical advice concerning the use, benefits, planning and
administration of energy management or energy services programs, and
requisites for permits concerning installation of a new boiler or
waste-heat recovery system.
Payment for all the Applicants' proposed services will vary by
project and may include fee-for-service, fixed price, time and
materials, progress payments, turnkey payment, third-party financing
arrangements, performance contracts with a savings guarantee or payment
based on the energy or other resource savings achieved, the output of
equipment (for example, steam, water, chilled water, air, or heat),
commissions, and other payment structures. The Applicants state that
services provided to any associate Northeast system companies will be
provided at cost. They also state that they will not use other
Northeast system company employees in providing services to the
Operating Companies.
The Applicants also seek authority to extend, through June 30,
2001, the authority to form and finance joint ventures with utilities
to serve customers in areas outside the Region. Each joint venture will
service customers within a specific region that would include, but not
be limited to, the service area of the participating utility. The joint
ventures will provide all of the services that the Applicants currently
are authorized to provide, as well as the proposed services, if
subsequently authorized. The joint ventures would enter into agreements
with the Applicants and the participating utility to obtain
administrative, marketing and engineering services, which would be
provided by the Applicants at cost.
The Applicants propose to acquire equity interests, notes or other
forms of indebtedness of joint ventures. Subsequently, the Applicants
propose to make capital contributions, loans or advances of money,
property or other contributions (including direct payments of expenses)
to the joint ventures. The rate of interest on loans or advances from
the Applicants will equal HEC's cost of money; advances from the
respective utility will not exceed the utility's cost of money. The
Applicants state that their investment in any one joint venture,
including the value of all contributions, will not exceed $1 million,
and that their aggregate investments in all such joint ventures will
not exceed $8 million, absent further Commission authorization. The
participating utility may invest up to $1 million in a joint venture.
Consolidated Natural Gas Company (70-8853)
Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding
company, has filed a declaration under sections 12(b) and 32 of the Act
and rules 45, 53 and 54 thereunder.
CNG's wholly owned subsidiary, CNG Power Services Corporation
(``Power Services''), is an exempt wholesale generator (``EWG'') under
section 32 of the Act and is engaged in the purchase and sale of
electricity at wholesale. CNG proposes to guarantee, through March 31,
2001, obligations incurred by Power Services under electric power
purchase and sales contracts, for amounts not to exceed $250 million
outstanding at any time.
Power Services plans to use risk-management tools to reduce the
electric price volatility risk to CNG through the guarantees. Such
tools would include electric futures contracts, options on electric
futures contracts, and swap agreements. Additionally, CNG would make no
new guarantees of Power Services' sales obligations if there are
current defaults by Power Services on any of its delivery obligations.
CNG will not make any guarantee to the extent that it would cause CNG's
investment in EWGs and foreign utility companies (as defined in the
Act) to exceed 50% of CNG's consolidated retained earnings.
Cinergy Corp. (70-8867)
Cinergy Corp. (``Cinergy''), a registered holding company, located
at 139 East Fourth Street, Cincinnati, Ohio 45202, has filed an
application-declaration under section 9(c)(3) of the Act or, in the
alternative, sections 9(a) and 10 of the Act, and rule 54 thereunder.
Cinergy requests authorization to invest a total of $10 million
from time to time through December 31, 2002 to
[[Page 33554]]
acquire up to a 20% limited partnership interest in Nth Power
Technologies Fund I, L.P. (``NPT Fund'' or ``Partnership''), a
California limited partnership formed to invest in energy technology
companies.\2\ Cinergy intends to use funds borrowed under an existing
credit facility (see Holding Company Act Release No. 26488, March 12,
1996) to make the proposed investment.
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\2\ Applicant expects that the aggregate amount of capital
invested in the NPT Fund by all investors will not be less than $50
million (in which case Cinergy will have a 20% limited partnership
interest) nor more than $75 million (in which case Cinergy will have
a 13% limited partnership interest).
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Cinergy states that the NPT Fund will invest in companies
(``Portfolio Companies''), none of which will be affiliates of Cinergy,
engaged in developing and commercializing electric and gas energy
technologies in one or more of the following categories: (1)
Electricity Generation and Storage (including fuel conversion
technology, fuel cells, semiconductor generators and kinetic, thermal
and electrochemical storage technologies); (2) Electric Power Quality
(including a wide range of products ranging from substation-level
storage and voltage improvement products to end-use load protection
devices); (3) Energy-Related Communications, Control and Information
Technologies (including (a) a broad range of energy-efficient end-use
products which enable customer choice while optimizing the use of gas
and electricity, such as integrated residential automation, energy
security and energy management hardware and software, (b) products of
internal interest to gas and electric utilities such as artificial
intelligence-based monitoring and control systems, automated billing,
and sophisticated productivity tools, such as advanced energy network
planning and optimization software tools that will improve reliability
and lower costs of operation, (c) sensors and control algorithms, and
(d) electric and gas-related telecommunications and fiber optic
services, such as remote meter reading, data gathering and utility
customer services, and related specialized software); (4) Energy-Saving
End-Use Products \3\ (consisting of energy-saving versions of
traditional products and processes as well as new products and
processes intended to save energy, such as advanced lighting and
lighting controls, mechanical drives, drying processes, industrial
furnaces, materials processing technology, environmental controls,
refrigeration, HVAC, advanced domestic appliances, and energy storage
technologies and other component parts with respect to the development
and commercialization of energy efficient electric, hybrid and natural
gas vehicles); and (5) Transmission and Distribution (including
technologies to minimize power losses or reduce operational costs,
power switching technologies, distribution automation,
superconductivity, specialized metering technology and noise and EMF
abatement and other environmental concerns). No more than 10% of the
NPT Fund's committed capital will be invested in any one Portfolio
Company.
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\3\ Portfolio Companies in this category may develop and
commercialize products involving an enhancement or retrofit of an
existing larger product or system already commercially available,
intended to render that product or system energy-efficient and to
realize associated energy savings. On the other hand, Portfolio
Companies in this category may also develop and commercialize
(including by manufacture) products that are not enhancements or
retrofits of an existing larger product or system, but rather are
more appropriately characterized as stand-alone or replacement
products or systems; in all these instances, the overriding purpose
of the new product or system would be to compete against existing
generically similar products or systems on the basis of superior
energy-efficiency technology and the potential for realizing energy
savings.
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Cinergy states that the NPT Fund has the dual goals of (1) creating
competitive advantages for its investing partners by identifying and
investing in companies that are in the process of developing and
commercializing energy technologies \4\ and (2) generating superior
investment returns. Accordingly, Cinergy believes that both its system
utility customers and its shareholders will benefit from the proposed
investment in the Fund.
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\4\ Strategic and competitive benefits are expected to result
from the fact that Fund investors will have better access to
information about the Portfolio Companies and their products and
exposure to their technologies before others do.
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The sole general partner of the NPT Fund will be Nth Power
Technologies Partners, L.P., a California limited partnership whose
sole general partner in turn is Nth Power Technologies, Inc., a
California corporation (collectively ``Nth Power''). Cinergy states
that Nth Power's management has experience in energy technology,
finance and development, including, in the case of the principals, an
average of 20 years' experience in the energy, telecommunications and
related industries. The remaining limited partnership interests are
expected to be purchased principally by other utility companies or
similar entities involved in the energy industry. An initial closing
was scheduled to take place on or around June 15, 1996, with Cinergy's
participation contingent upon receipt of the authorization requested
herein.
In accordance with a limited partnership agreement to be executed
(``Agreement''), the Partnership's term will be limited to 10 years
from the later of the initial closing or the last date (generally, not
to exceed in either case, one year from the date of initial closing) on
which a limited partner is admitted to the Partnership or increases its
capital commitment, provided that the general partner may extend the
term for up to two additional two-year periods under certain
circumstances. Profits and losses with respect to investment securities
of the Partnership will be allocated 80% to all limited partners and
20% to the general partner, provided that any losses generally will not
reduce the general partner's capital account to less than 1% of
aggregate capital accounts. Through the seventh anniversary of the
initial closing date, the Partnership will pay the general partner,
quarterly in advance (and potentially subject to adjustment for changes
in the consumer price index-urban consumers), and annual management fee
equal to 2.5% of the aggregate committed capital; thereafter, the fee
will be determined based on an annual budget procedure, provided that
the fee shall not be less than 70% of the initial formula fee.
Under the terms of the Agreement, and applicable California law,
the general partner will have the sole and exclusive right to manage,
control and conduct the affairs of the Partnership, subject to limited
approval rights of the limited partners. Specifically, under the
Agreement, the approval of the limited partners is required only in the
following circumstances:
(a) The vote of a majority of the limited partners is required
(i) if capital commitments will exceed $75 million, (ii) for capital
drawdowns that occur after the first anniversary of the later of the
initial closing date or the last date on which a limited partner is
admitted or increases its commitment, (iii) to approve the general
partner's management fee if the term of the partnership is extended
beyond 10 years, (iv) to extend the term of the partnership for up
to two additional two-year periods, (v) to elect a successor tax
matters partner, and (vi) to terminate the Partnership if the
principals fail to devote substantially all of their business time
to the Partnership and other specified entities.
(b) The vote of two-thirds in interest of the limited partners
is required (i) to admit an additional general partner, (ii) to
admit additional limited partners after the first anniversary of the
initial closing date, (iii) for the distribution of non-marketable
securities, (iv) for the Partnership to borrow, and (v) for the
Partnership to exercise its right of first refusal upon certain
proposed transfers by limited partners.
[[Page 33555]]
(c) The vote of 75% in interest of the limited partners is
required to terminate the Partnership in certain events.
(d) The vote of all limited partners is required to extend the
term of the Partnership (except as described in (a)(iv) above).
In addition, under California law, the limited partners have the right
to vote on certain matters relating to the merger of the Partnership
with one or more other entities.\5\ Cinergy states that such limited
voting rights are customary for limited partners in a venture capital
fund and, in the aggregate, are less than those potentially available
to limited partners consistent with applicable California law. In
addition, Cinergy states that it will not consent to serve on the Fund
Committee and, therefore, will have fewer voting rights than those of
the other limited partners, who will be eligible to serve on that
committee and potentially to vote on the matters within the Committee's
purview.
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\5\ Cinergy notes that, since its capital commitment to and
corresponding limited partnership interest in the Fund will be
relatively small and actions of the Fund's limited partners will
require the assent of at least a majority (and often a
supermajority) in interest thereof, Cinergy will have no practical
ability--assuming it were so disposed--unilaterally to direct or
control the action of the Fund's limited partners with respect to
the few matters over which the limited partners exercise voting
rights.
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Entergy Corporation, et al. (70-8871)
Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans,
Louisiana 70113, a registered holding company, and its wholly owned
subsidiary company, Entergy Power Inc. (``EPI''), 900 South Shackleford
Road, Little Rock, Arkansas 72211 (collectively, ``Declarants''), have
filed a declaration under sections 12(c) and 12(d) of the Act and rules
44, 46 and 54 thereunder.
By order dated August 27, 1990 (HCAR No. 25136), EPI was formed to
supply electricity at wholesale to nonassociate companies and to
acquire ownership interests in Unit No. 2 of the Independence Steam
Electric Generating Station (``ISES 2'') \6\ and related assets, as
well as other utility assets. EPI currently owns a 31.5% unified
ownership interest in ISES 2, a 15.75% undivided ownership interest in
certain land and common facilities at the Independence Station, and a
15.75% undivided ownership interest in the Certificate of Environmental
Compatibility and Public Need (``Certificate'') for the Independence
Station. EPI also owned a 15.75% undivided ownership interest in
certain leases, mine facilities and mine equipment located in Wyoming
(``Wyoming Property'') used to supply coal to the Independence Station.
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\6\ The Independence Steam Electric Generating Station is a two-
unit, coal-fired electric generating facility (``Independence
Station'') located near Newark, Arkansas.
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EPI now proposes to sell, prior to December 31, 1997, a portion of
its interest in ISES 2 and related property to City Water & Light Plant
of Jonesboro (``City Water & Light'') for an approximate purchase price
of $37.8 million, representing an approximation of the depreciated book
value of the assets at the time of sale. Specifically, City Water &
Light will acquire from EPI (1) a 10% undivided ownership interest in
ISES 2 (equivalent to 84 megawatt of capacity); (2) a 5% undivided
ownership interest in the Certificate; (3) a 5% undivided ownership
interest in the land and common facilities at the Independence Station;
and (4) a 5% undivided ownership interest in the Wyoming Property.
EPI intends to apply the proceeds from the sale to its general
corporate purposes, including to reduce its operating and maintenance
expenses and to meet other working capital needs. EPI further proposes,
from time to time through December 31, 1998, to pay dividends to Energy
out of the unused proceeds from such sale.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-16452 Filed 6-26-96; 8:45 am]
BILLING CODE 8010-01-M