[Federal Register Volume 61, Number 178 (Thursday, September 12, 1996)]
[Notices]
[Pages 48177-48179]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-23351]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26568]


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

September 6, 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 September 30, 1996, to the Secretary, Securities and 
Exchange Commission, Washington, DC 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.

Northeast Utilities, et al. (70-8895)

    Northeast Utilities, 174 Brush Hill Avenue, West Springfield, 
Massachusetts 01090-0010, a registered holding company, and five 
subsidiary companies, The Connecticut 06037, Western Massachusetts 
Electric Company, 174 Brush Hill Avenue, West Springfield, 
Massachusetts 01090-0010, Public Service Company of New Hampshire, 1000 
Elm Street, Manchester, New Hampshire 03101, North Atlantic Energy 
Corporation (``NAEC''), 1000 Elm Street, Manchester, New Hampshire 
03101 and Holyoke Water Power Company, 1 Canal Street, Holyoke, 
Massachusetts 01040, have filed an application-declaration under 
sections 6(a), 7, 9(a) and 10 of the Act and rule 54 thereunder.
    The applicants request authority to enter into, and perform the 
obligations arising under, agreements for various interest rate 
management instruments, including interest rate swaps, caps, floors, 
collars and forward rate agreements or any other similar instruments 
(``Interest Rate Management Instruments'' or ``IRMI''), from time to 
time through the period ending December 31, 2001, in connection with 
existing and future debt. The applicants propose that the term of the 
IRMI would not exceed the maximum maturity of the underlying debt or 
the maturity of anticipated specific future debt issuances, 
proportionate to the amount of debt at each maturity level.
    Each applicant, other than NAEC, undertakes that the total notional 
principal amount of its IRMI will not exceed 25% of its total 
outstanding debt at any one time. NAEC would make the identical 
undertaking, but subject to a 65% debt limitation. In no case would the 
notional principal amount of any IRMI exceed that of the underlying 
debt instrument and related interest rate exposure.
    Each applicant would enter into IRMI transactions with each 
proposed counterparty pursuant to a separate written agreement. The 
applicants will enter into IRMI with counterparties whose senior 
secured debt ratings, as published by Standard & Poor's Corporation 
(``S&P''), are greater than or equal to ``BBB+'' or an equivalent 
rating from another rating agency, and at least 75% of the outstanding 
principal amount of IRMI will be held by counterparties with S&P credit 
ratings of ``A'' or higher, or an equivalent rating.

[[Page 48178]]

New England Electric System (70-8901)

    New England Electric System (``NEES''), 25 Research Drive, 
Westborough, Massachusetts 01582, a registered holding company, has 
filed an declaration under sections 6(a) and 7 of the Act and rule 54 
thereunder.
    NEES proposes to issue and sell up to a maximum aggregate 
outstanding principal amount of $100 million of short-term notes to 
banks from time-to-time through October 31, 2001. The notes will mature 
in less than one year from the date of issuance. NEES will negotiate 
with banks the interest costs of such borrowings. The effective 
interest cost of borrowings will not exceed the effective interest cost 
of borrowings at the greater of the bank's base or prime lending rate, 
or the rate published by the Wall Street Journal as the high federal 
funds rate plus, in either case, 1%. NEES pays fees to the banks in 
lieu of compensating balance arrangements. Certain of the borrowings 
may be without prepayment privileges. Based upon the current base 
lending rate of 8.25% and an equivalent or lower federal funds rates, 
the effective interest cost would not exceed 9.25% per annum.
    NEES currently does not expect to incur short-term borrowings under 
this authority. However, NEES believes the requested authority in 
necessary in order for it to act quickly in response to an emergency 
affecting it or more or more of its subsidiaries.

Entergy Corporation (70-8903)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company, has filed a declaration 
under sections 6(a) and 7 of the Act and rule 53 thereunder.
    By prior Commission order (HCAR No. 26343; July 27, 1995), Entergy 
was authorized to enter into a credit agreement with one or more banks 
to effect borrowings and reborrowings from time-to-time, for a period 
not to exceed three years, in an aggregate principal amount outstanding 
at any one time not to exceed $300 million. Entergy was to use the 
proceeds of the credit agreement for general corporate purposes, 
including the acquisition of the outstanding common stock and 
investments in``exempt wholesale generators'' (``EWGs'') and ``foreign 
utility companies'' (``FUCOs''), as those terms are respectively 
defined in sections 32 and 33 of the Act, and related non-utility 
businesses, subject to any required Commission approvals.
    Entergy entered into a $300 million credit agreement (``Credit 
Agreement''), dated as of October 10, 1995, among Entergy, as borrower, 
certain banks named therein as lender banks, and Citibank, N.A., as 
agent. The indebtedness currently outstanding under the Credit 
Agreement is approximately $270 million, which was drawn to complete 
the acquisition of CitiPower Limited.
    Entergy now proposes to enter into an amendment, modification or 
supplement of the Credit Agreement and/or one or more additional credit 
facilities (collectively, ``Credit Facilities'') with one or more banks 
that would permit Entergy to effect borrowings and reborrowings, from 
time-to-time no later than December 31, 2002, of not more than $500 
million at any one time outstanding, by issuing to participating banks 
(``Banks'') its unsecured promissory notes payable no later than 
December 31, 2002. The names of the Banks, the maximum amount of the 
aggregate commitment of such Banks, (which will not exceed $500, 
million and the maximum amounts of their respective participations 
(collectively, the ``Commitments'') in the proposed borrowings by 
Entergy will be supplied by filing under rule 24.
    Entergy proposes that each borrowing could either be made pro rata 
among the Banks according to their respective Commitments, or be 
allocated among one or more of the Banks in such proportions as the 
Banks and Entergy shall agree. Each payment by Entergy with respect to 
a borrowing would be made pro rata among the Banks according to their 
respective ratable portions of such borrowings. The Commitments would 
remain in effect until no later than December 31, 2002, subject to the 
right of Entergy at any time upon proper notice to terminate the 
Commitments or from time-to-time to reduce the Commitments then in 
effect. Any such reduction of the Commitments would be accompanied by 
prepayment of the outstanding borrowings and accrued interest to the 
extent that the aggregate principal amount then outstanding exceeded 
the reduced Commitments of the Banks.
    Under the proposed arrangements, each borrowing would bear interest 
from the date thereof on the unpaid principal amount at a rate per 
annum selected by Entergy, from time-to-time, from a number of 
specified interest rate options. Such interest rate options will 
include but not be limited to some or all of the following: (1) The 
prime commercial loan rate of a specified Bank (or an average of such 
rates of some or all of the Banks) (``Prime Rate'') from time-to-time 
in effect; (2) the sum of (A) specified offered rates for certificates 
of deposit of a specified Bank (or an average of such rates of some or 
all of the Banks) for amounts equivalent to such borrowing and for 
selected interest periods, appropriately adjusted for the cost of 
reserves and F.D.I.C. insurance and (B) a margin not in excess of 1% 
per annum (``CD Rate''); (3) the sum of (A) specified rates offered for 
U.S. dollar deposits by or to a specified Bank (or an average of such 
rates of some or all of the Banks) in the interbank eurodollar market 
for amounts equivalent to such borrowing and for selected interest 
periods, appropriately adjusted for the cost of reserves and (B) a 
margin not in excess of 1% per annum (``LIBOR Rate''); or (4) a rate 
negotiated at the time of borrowing with one or more Banks, which would 
not in any event exceed a maximum rate of the Prime Rate plus 2% per 
annum, appropriately adjusted for the cost of bidding or negotiation 
(``Auction Advance Rate'').
    In general, interest on Prime Rate borrowings would be payable 
quarterly, and interest on CD Rate and LIBOR Rate borrowings would be 
payable at the end of selected interest periods for such borrowings, 
or, depending upon the length of such selected interest periods, at 
specified intervals within such periods and at the end of such periods. 
Interest on Auction Advance Rate borrowings would be payable on such 
dates as are agreed to by Entergy and Banks funding such borrowings.
    Entergy has stated that it may agree to pay to each Bank a facility 
fee for the period from the commencement of the borrowing arrangements 
to and including December 31, 2002, or any earlier date of termination 
of the Commitments, computed at a rate not in excess of \1/4\ of 1% per 
annum of the total Commitments in effect during the period for which 
payment is made. Entergy may also agree to pay to the agent Bank, if 
any, an agent fee for the period from the commencement of the borrowing 
arrangements to and including December 31, 2002, or any earlier date of 
termination of the Commitments, not in excess of $200,000 per annum. 
The facility fee and agent fee would be payable on an annual or a 
quarterly basis and on the date upon which Entergy shall terminate the 
Commitments. Entergy may also agree to pay to the Banks an up-front fee 
not in excess of 1% of the total Commitments.
    Entergy presently intends to repay the proposed borrowings out of 
internally generated funds and/or the proceeds of such forms of 
financing as are hereafter approved by the Commission and/or other 
funds that become available to Entergy. The proposed borrowings

[[Page 48179]]

would be prepayable upon proper notice in whole or in part.
    The proceeds of the borrowings under the proposed arrangements will 
be used by Entergy for general corporate purposes, including, among 
other things: (1) The acquisition of shares of Entergy's outstanding 
common stock; (2) further investments by Entergy in related non-utility 
businesses, subject to receipt of any further Commission approval, if 
necessary, under the Act in separate filings made at an appropriate 
time, and (3) investments in existing or future exempt wholesale 
generators and foreign utility companies as permitted by sections 33 
and 34 of the Act or otherwise approved by the Commission.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-23351 Filed 9-11-96; 8:45 am]
BILLING CODE 8010-01-M