[Federal Register Volume 61, Number 140 (Friday, July 19, 1996)]
[Notices]
[Pages 37777-37779]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-18303]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26542]


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

July 12, 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) 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 August 5, 1996, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarat(s) at the addresse(s) 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 
and shall identify specifically the issues of fact of law 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.

Central and South West Corporation, et. al. (70-3113; 70-7218)

    Central and South West Corporation (``CSW''), a registered holding 
company, and its wholly-owned nonutility subsidiary, CSW Credit, Inc. 
(``Credit''), both at 1616 Woodall Rogers Freeway, P.O. Box 660164, 
Dallas, Texas 75202, have filed a post-effective amendment under 
sections 6, 7, 9, 10 and 12 of the Act and rule 45 thereunder to their 
application-declarations in the above files.
    By orders of the Commission dated July 19, 1985 (HCAR No. 23767), 
July 31, 1986 (HCAR No. 24157), February 8, 1988 (HCAR No. 24575), 
December 24, 1991 (HCAR No. 25443) and December 22, 1995 (HCAR No. 
26437), CSW was authorized to organize Credit to engage in the business 
of factoring accounts receivable for certain subsidiaries of CSW \1\ 
and for nonassociate utility companies; Credit was authorized to borrow 
up to $520 million and $304 million in respect of its factoring of 
associate and nonassociate utility receivables, respectively; and CSW 
was authorized to make equity investments in Credit of up to $80 
million and $76 million in connection with its factoring of associate 
and nonassociate utility receivables, respectively, in each case 
through December 31, 1996. Credit was required to limit its acquisition 
of nonassociate utility receivables so that the average amount of such 
nonassociate utility receivables for the preceding twelve-month period 
outstanding as of the end of any calendar month would be less than the 
average amount of receivables acquired from CSW assoicate companies 
outstanding as of the end of each calendar month during the preceding 
twelve-month period (``50% Restriction'').
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    \1\ These companies include Central Power and Light Company 
(``CPL''), Public Service Company of Oklahoma, Southwestern Electric 
Power Company, West Texas Utilities Company and Transok, Inc.
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    In 1987, the applicants filed an application with the Commission 
seeking authorization for Credit to factor the accounts receivable of 
nonassociate utilities without regard to the 50% Restriction, increase 
Credit's aggregate borrowings and increase CSW's equity investment in 
Credit. This application was approved in an initial decision rendered 
by an administrative law judge on February 23, 1989 (File No. 3-7027). 
On review, the Commission, by order dated March 2, 1994 (HCAR No. 
25995), reversed the initial decision, upheld the 50% Restriction and 
denied the application in its entirety.
    The applicants state that on May 29, 1992, CSW and CPL entered into 
a settlement agreement with Houston Industries Incorporated and its 
subsidiary, Houston Lighting & Power Company (``HLP''), to resolve a 
number of disputes between the two systems (``1992 Agreement''). As 
part of the normalization of business relations between the parties, 
Credit and HLP agreed to arrangements whereby Credit would purchase 
accounts receivable from HLP. By order dated December 8, 1992 (HCAR No. 
25696), Credit was authorized to borrow up to an additional $650 
million in the aggregate outstanding at any one time during the 12\1/2\ 
year term of the 1992 Agreement for the sole purpose of purchasing

[[Page 37778]]

accounts receivable of HLP. The applicants (i) proposed that for so 
long as the 50% Restriction is applicable to Credit, after the purchase 
of HLP receivables, Credit would comply with the 50% Restriction and 
(ii) requested authorization to sell a sufficient amount of HLP 
accounts receivable such that Credit would remain in compliance with 
the 50% Restriction. By order dated December 29, 1992 (HCAR No. 25720), 
Credit was authorized to sell a sufficient amount of HLP receivables to 
unrelated third parties in order to comply with the 50% Restriction. 
This order also required Credit to provide additional information in 
its periodic reports filed with the Commission evidencing Credit's 
ongoing compliance with the 50% Restriction.
    The applicants now seek authorization for Credit to factor accounts 
receivable of HLP without regard to the 50% Restriction. The applicants 
also seek authorization to engage in additional financing in connection 
with Credit's factoring business. Specifically: (1) Credit requests 
authority to borrow up to an additional $216 million through bank lines 
of credit or the issuance of commercial paper, thereby increasing the 
amount of debt it may incur to finance the purchase of nonassociate 
utility receivables, other than HLP receivables, from $304 million to 
$520 million; (2) CSW requests authority to increase its aggregate 
equity investment in Credit from $156 million to $260 million, of which 
up to $80 million could be used to purchase receivables of associate 
companies, up to $100 million could be used to purchase HLP receivables 
and up to $80 million could be used to purchase receivables from 
nonassociate utilities; and (3) CSW requests authority to extend loans 
to Credit and to provide guarantees of Credit's obligations in an 
aggregate amount not to exceed $850 million at any time outstanding. 
The applicants state that the sum of the aggregate of borrowings by 
Credit plus any equity contributions from CSW to Credit will not exceed 
$1.95 billion without further authorization from the Commission.

New England Electric System (70-8803)

    New England Electric System (``NEES''), 25 Research Drive, 
Westborough, Massachusetts 01582, a registered holding company, has 
filed a post-effective amendment to its application-declaration 
previously filed under sections 6(a), (7), 9(a), 10, 12(b) and 13(b) of 
the Act and rules 45 and 54 thereunder.
    By order dated May 23, 1996 (HCAR 26520) (``Initial Order''), the 
Commission authorized NEES to form one or more marketing companies in 
Massachusetts, New Hampshire, Rhode Island, Maryland, Delaware, 
Pennsylvania, New Jersey and New York (the ``Marketing Companies'') to 
engage in wholesale marketing of electric power and related 
transactions. The Initial Order also authorized Marketing Companies 
established in New Hampshire and Massachusetts to participate in each 
State's respective pilot program for retail electric power sales. 
Jurisdiction was reserved over the sale of electric power at retail by 
all other Marketing Companies pending completion of the record.
    NEES now proposes to form one or more direct or indirect new 
subsidiaries (``Additional Marketing Companies'') in Connecticut, 
Maine, and Vermont to engage in the business of wholesale and retail 
marketing of electricity.
    The Additional Marketing Companies also propose to provide a broad 
range of electrical-related services to customers, including but not 
limited to audits, power quality, fuel supply, repair, maintenance, 
construction, design, engineering and consulting. In addition, the 
Additional Marketing Companies may enter service agreements with NEES, 
New England Power (``NEP''), New England Power Service Company 
(``NEPSCO''), and/or NEES' electric utility operating companies 
(``Retail Companies'') under which they would provide technical and 
support staff to the Additional Marketing Companies needed for a 
particular project. No more than 2% of the employees of NEES, NEP, 
NEPSCO and/or the Retail Companies will render, directly or indirectly, 
services to the Additional Marketing Companies and the previously 
authorized Marketing Companies at any one time. All costs associated 
with such staff (including compensation, overhead and benefits) would 
be fully reimbursed by the Additional Marketing Company to which they 
were assigned in accordance with rules 90 and 91.
    NEES proposes to finance each Additional Marketing Company by 
purchasing 1,000 shares of its common stock ($1.00 par value), for a 
total purchase price of $1,000. Subsequently, NEES intends to make 
capital contributions and/or loans to the Additional Marketing 
Companies from time to time through December 31, 1999, provided that 
such contributions and/or loans for all Additional Marketing Companies, 
together with the previously authorized Marketing Companies, will not 
exceed $15 million outstanding at any one time.\2\ Any loans will be in 
the form of non-interest bearing subordinated notes payable in twenty 
years or less from the date of issue. The Additional Marketing Company 
may prepay any or all of its outstanding notes without premium or 
penalty.
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    \2\ Subsequent capital contributions or open account advances 
without interest, loans, and extensions of credit from NEES to the 
Marketing Companies, made in accordance with the terms of rule 45, 
will be exempt from prior Commission approval.
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General Public Utilities Corporation (70-8877)

    General Public Utilities Corporation (``GPU''), 100 Interpace 
Parkway, Parisippany, New Jersey 07054, a registered holding company, 
has filed a declaration under sections 6(a), 7, 12(b), 32 and 33 of the 
Act and rules 45, 53 and 54 thereunder.
    GPU proposes to issue and sell for cash, from time to time through 
December 31, 1998, up to 7,000,000 shares of its authorized but 
unissued common stock, $2.50 par value (``Additional Shares''), to the 
public through negotiated transactions with underwriters, sales or 
placements with selling or placement agents, direct sales to 
institutional or other purchasers or any combination of the above. GPU 
may also seek to sell the Additional Shares to a selling agent, as 
principal, for resale to the public on the New York Stock Exchange or a 
regional exchange and/or in private placement transactions.
    GPU will use the net proceeds from the sale of the Additional 
Shares to make cash capital contributions to its electric and other 
operating subsidiaries, which in turn will apply the funds to repay or 
refinance outstanding indebtedness, to redeem or repurchase outstanding 
senior securities, to finance construction, for other corporate 
purposes, or for reimbursement of funds previously expended for these 
purposes. Net proceeds may also be applied to reimburse GPU's treasury 
for funds previously expended to make capital contributions, to repay 
or refinance outstanding GPU indebtedness and for other GPU corporate 
purposes, including the acquisition by certain of its subsidiaries of 
interests in qualifying facilities, exempt wholesale generators and 
foreign utility companies.


[[Page 37779]]


    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-18303 Filed 7-18-96; 8:45 am]
BILLING CODE 8010-01-M