[Federal Register Volume 61, Number 213 (Friday, November 1, 1996)]
[Notices]
[Pages 56581-56586]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-28003]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26597]


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

October 25, 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 
applications(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 November 18, 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.

[[Page 56582]]

New England Electric System (70-7338)

    New England Electric System (``NEES''), 25 Research Drive, 
Westborough, Massachusetts 01582, a registered holding company, has 
filed a post-effective amendment under sections 6(a) and 7 to its 
application-declaration filed previously under sections 6(a), 7, 9(a), 
10 and 12(c) of the Act and rules 42 and 50(a)(5) thereunder.
    By orders dated August 1, 1977, June 7, 1979, December 22, 1981, 
September 28, 1982, November 19, 1985, March 10, 1987, February 22, 
1991 and December 29, 1993 (HCAR Nos. 20121, 21091, 22333, 22649, 
23913, 24337, 25261 and 25966, respectively), NEES was authorized to 
issue and sell, through December 31, 1996, up to an aggregate of 
10,693,536 shares of its authorized but unissued common stock, $1.00 
par value, pursuant to the NEES System Dividend Reinvestment and Common 
Share Purchase Plan (``Plan''). NEES has issued 9,093,835 of such 
shares through August 31, 1996 under the Plan. The Plan also provides 
that NEES may elect to purchase shares of its common stock on the open 
market and resell those shares to the Plan at the market price.
    NEES now proposes to renew its authority through December 31, 2001 
to issue and sell up to 10,693,536 shares of its authorized but 
unissued common stock pursuant to its Plan, such that, together with 
any other shares of common stock issued and sold under the Plan, the 
aggregate does not exceed 10,693,536 shares of common stock. In 
addition to the unissued shares of common stock, NEES may elect to 
purchase shares of its common stock on the open market and sell these 
shares to the Plan at the market price. In all respects, the terms and 
conditions associated with the issuance and sale of the common shares 
will remain as previously authorized.
    The proceeds from the sale of the common stock will be added to 
NEES' general funds and be used for any or all of the following 
purposes: (1) investment in NEES' subsidiaries; (2) repayment of NEES' 
debt; and (3) for other corporate purposes relating to ordinary 
business operations, including working capital.

Central and South West Corporation, et al. (70-8133)

    Central and South West Corporation, 1616 Woodall Rodgers Freeway, 
P.O. Box 660164, Dallas, Texas 75202, a registered holding company, and 
its direct and indirect subsidiaries, CSW Energy, Inc. (``CSW 
Energy''), 1616 Woodall Rodgers Freeway, P.O. Box 660789, Dallas, Texas 
75202, and CSW Development-I, Inc. (``Energy Sub''), a wholly owned 
subsidiary of CSW Energy, Orange Cogeneration GP II, Inc. (``Orange GP 
Sub''), a subsidiary of Energy Sub, CSW Orange II, Inc. (``Orange LP 
Sub''), a wholly owned subsidiary of Energy Sub, Orange Cogeneration 
G.P., Inc. (``JV Sub''), a wholly owned subsidiary of Orange GP Sub, 
CSW Orange, Inc. (``CSW Orange''), a wholly owned subsidiary of Orange 
LP Sub, and Orange Cogeneration Limited Partnership (``Project 
Venture''), a subsidiary of JV Sub and CSW Orange, each of 1616 Woodall 
Rodgers Freeway, P.O. Box 660164, Dallas, Texas 75202 (collectively, 
``Applicants'') have filed a post-effective amendment under sections 
6(a), 7, 9(a), 10, and 12(b) of the Act and rules 43, 45, 51 and 54 
thereunder to their application-declaration, as amended, filed under 
sections 6(a), 7, 9(a), 10, 12(b) and 12(c) of the Act and rules 42, 
43, 45(a), 45(b), 50 and 51 thereunder.
    By order dated April 15, 1993 (HCAR No. 25796) (``1993 Order''), 
the Commission authorized CSW and CSW Energy to, among other things, 
form CSW Orange, JV Sub and the Project Venture and to purchase from 
certain third parties a cogeneration facility located near Bartow, 
Florida (``Project''). The Commission also authorized the then existing 
Applicants to incur certain development expenses not to exceed $7 
million in connection with the Project.
    By order dated February 9, 1994 (HCAR No. 25988) (``February 1994 
Order''), the Commission authorized CSW, CSW Energy, Energy Sub, CSW 
Orange, Project Venture and JV Sub (``1994 Applicants'') to obtain a 
credit facility (``Credit Facility'') for the construction and 
operation of the Project in an amount up to $140 million. The 
Commission also authorized an investment in the Project Venture by a 
third party (``New Limited Partner'') in lieu of term financing for the 
Project. The 1994 Applicants were authorized to advance certain funds 
in the event the Project Venture was unable to obtain third party 
Project financing prior to the start of Project construction, in the 
form of loans, open account advances or additional equity contributions 
to the Project Venture from CSW Energy in an aggregate amount not to 
exceed $125 million. In addition, the Commission authorized the 
issuance of corporate guaranties by the 1994 Applicants or standby 
letters of credit (with either CSW or CSW Energy as account party 
thereunder) in an amount not to exceed $50 million, such guaranties or 
letters of credit to support payment obligations of the Project Venture 
required by the provider of third party financing for the Project or 
fuel suppliers, fuel transportation or other third parties under 
various project agreements.
    By order dated September 12, 1994 (HCAR No. 26122), the Commission 
authorized the 1994 Applicants to organize two special purpose 
subsidiaries, Orange LP Sub and Orange GP Sub, in order to aid in the 
procurement of the Credit Facility.
    Applicants now propose: (i) To organize a wholly owned subsidiary 
of the Project Venture (``OCLP Sub''); (ii) that the Project Venture 
acquire all of the to-be-issued common stock of the OCLP Sub; (iii) 
that the Project Venture may fund the previously-approved Credit 
Facility from one or more third parties to be determined (each, a 
``Project Lender'') that will purchase certain debt securities to be 
issued either by the Project Venture or OCLP Sub in an amount not to 
exceed $140 million for the construction and operation of the Project; 
(iv) that OCLP Sub loan to the Project Venture the proceeds of the 
Orange Securities received by OCLP Sub; (v) that Project Venture, JV 
Sub, CSW Orange, Orange GP Sub and Orange LP Sub guarantee OCLP Sub's 
obligations under the Orange Securities; and (vi) that Project Venture, 
JV Sub, CSW Orange, Orange GP Sub and Orange LP, Sub pledge 
substantially all of its respective assets, including the partnership 
interests in the Project Venture held by JV Sub and CSW Orange, the 
securities of JV Sub held by Orange GP Sub, and the securities of CSW 
Orange held by Orange LP Sub, to secure OCLP Sub's obligations under 
the Orange Securities.
    Applicants state that, as previously approved, the Credit Facility 
would include: (1) A construction loan in an amount not to exceed $130 
million, to be later converted to, or refinanced by, a term loan or 
repaid by additional equity capital provided by a new limited partner 
(``New Limited Partner'') in the Project Venture, which New Limited 
Partner would have a right to distributions from the Project Venture on 
a preferred basis, and (2) letters of credit and a revolving working 
capital credit line, each to be provided by the Project Lender, in an 
aggregate amount not to exceed $10 million to issue any letters of 
credit or guaranties that may be required by any fuel suppliers, fuel 
transporters or other third parties under the Project documents and to 
fund working capital for the Project. Alternatively, the Credit 
Facility now could include: (1) The issuance by OCLP Sub of certain 
debt securities to third parties (``Orange Securities'') in reliance on 
exemptions to the

[[Page 56583]]

registration of such securities under the Securities Act of 1933, as 
amended, including such exemptions available under Rule 144A 
thereunder, which third party Project Lenders will have no recourse 
under the Orange Securities to CSW or any of its domestic public 
utility subsidiaries; or (2) any combination of the financing described 
above, provided that in no event shall such financing in the aggregate 
exceed $140 million. Applicants anticipate that any unreimbursed 
drawings under any letters of credit issued as part of the Credit 
Facility will be treated as loans thereunder. It is further anticipated 
that the stock of JV Sub held by Orange GP Sub, the stock of CSW Orange 
held by Orange LP Sub, the Project assets owned by the Project Venture 
and the partnership interests of the Project Venture held by each of JV 
Sub and CSW Orange may be required to be pledged as collateral to the 
Project Lender as a condition to obtaining the Credit Facility.
    To the extent that any proceeds remain in the Credit Facility after 
repaying the construction loan or issuing term debt to the New Limited 
Partner, as the case may be, the Project Venture may distribute the 
proceeds to its partners, including JV Sub and CSW Orange, to reimburse 
such partners for costs and risks incurred by such partners in 
connection with the development and construction of the Project.
    As mentioned above, it is anticipated that OCLP Sub would loan to 
the Project Venture the proceeds of the Orange Securities received by 
OCLP Sub (``OCLP Sub Loan''). The OCLP Sub Loan would be on 
substantially the same terms as the Orange Securities, which terms 
would be established by OCLP Sub and the Project Lenders in an arm's 
length transaction in accordance with market expectations and 
requirements, to ensure that OCLP Sub will be able to make the debt 
payments required with respect to the Orange Securities. The Project 
Venture would distribute the proceeds of the OCLP Sub Loan to its 
partners, including JV Sub and CSW Orange, to reimburse such partners 
for costs and risks incurred by such partners in connection with the 
development and construction of the Project.
    Applicants further propose that, once formed, OCLP be included in 
the flow of funds for equity contributions, open account advances and 
intercompany loans on the terms and in the manner authorized by the 
1993 Order and September 1994 Order.

Central and South West Corp., et al. (70-8469)

    Central and South West Corporation (``CSW''), a registered holding 
company, CSW Energy, Inc. (``CSW Energy''), a wholly-owned non-utility 
subsidiary company of CSW, and five special-purpose, wholly-owned 
subsidiary companies of CSW Energy, CSW Sweeny GP, Inc. (``Sweeny GP 
I''), CSW Sweeny GP II, Inc. (``Sweeny GP II''), CSW Sweeny LP, Inc. 
(``Sweeny LP I''), CSW Sweeny LP II, Inc. (``Sweeny LP II''), and 
Sweeny Cogeneration L.P. (``Partnership''), all of 1616 Woodall Rodgers 
Freeway, P.O. Box 660164, Dallas, Texas, 75202, have filed a post-
effective amendment, under sections 6(a), 7 and 12(b) of the Act and 
rules 45 and 54 thereunder, to an application-declaration filed under 
sections 6, 7, 9(a), 10, and 12(b) of the Act and rules 45 and 51 
thereunder.
    By order dated December 9, 1994 (HCAR No. 26184) the Commission 
authorized CSW and CSW Energy to form Sweeny GP I, Sweeny GP II, Sweeny 
LP I, Sweeny LP II, and the Partnership, and to incur certain 
development expenses not to exceed $20 million in connection with the 
investment in and development, construction, ownership and operation of 
a qualifying cogeneration facility known as the Sweeny Cogeneration 
Project (``Project'').
    By order dated May 29, 1996 (HCAR No. 26522), the Commission 
authorized the applicants (i) to obtain from third parties (``Project 
Lender'') a credit facility (``Credit Facility'') for the construction 
and operation of the Project in an amount of up to $250 million, (ii) 
to provide advances to the Partnership in an amount not to exceed $250 
million in the event the Project could not be financed prior to the 
commencement of construction, (iii) to obtain or arrange for 
irrevocable standby letters of credit or to issue guarantees of up to 
$50 million, and (iv) to provide up to $250 million in equity support 
to the Project in the form of an equity support agreement, guarantee or 
letter of credit to the Project Lender.
    The applicants now seek Commission authorization to provide up to 
$250 million in equity support to the Project in the form of an equity 
support agreement, guarantee or letter of credit to the interest that 
will purchase electric power and thermal energy from the Project.

GPU International, Inc. (70-8913)

    GPU International, Inc. (``GPUI'') (formerly Energy Initiatives, 
Inc.), One Upper Pond Road, Parsippany, New Jersey 07054, a wholly-
owned nonutility subsidiary company of GPU, Inc. (``GPU''), a 
registered holding company, has filed an application under sections 
9(a) and 10 of the Act and rule 54 thereunder.
    GPUI proposes to enter into a joint venture (``JV''), directly or 
through a to-be-formed direct or indirect wholly-owned subsidiary 
(``Subsidiary''), with one or more nonaffiliated entities to develop, 
manufacture and market stationary electric power systems employing fuel 
cell technology. GPUI states that fuel cells produce electricity 
directly without combustion, cleanly and with high efficiency. GPUI 
believes that fuel cell stationary power plants could become an 
attractive low emission source of power, for both utility and 
nonutility applications; GPUI notes that fuel cell power plants could 
be used by electric distribution companies, such as GPU's electric 
utility subsidiary companies, and their commercialization could 
generate additional revenues and earnings for the GPU system. GPUI 
expects that power systems of 1 kw or more would be included in the 
JV's business and that smaller systems might also be included if 
otherwise consistent with the concept of ``stationary systems'', those 
having a more or less fixed location.
    One of the JV partners will be an entity which has been in the 
business of developing and marketing fuel cell-based power systems for 
several years (``JV Partner''). The JV Partner will license the 
relevant technology and provide technical and administrative support to 
the JV. GPUI states that the JV will not own or operate any facilities 
for the generation, transmission or distribution of electric energy 
and, therefore, neither the JV nor any Subsidiary will fall within the 
definition of an ``electric utility company'' under section 2(a)(3) of 
the Act.
    The JV Partner and GPUI are in the process of negotiating the 
definitive terms, conditions and structure of the JV. GPUI anticipates 
that the JV will take the form of a corporation, partnership or other 
limited liability company organized under the laws of a state of the 
United States or other appropriate jurisdiction. GPUI also anticipates 
that the JV Partner will hold a majority ownership interest in the JV 
and that GPUI and other JV participants will receive certain to-be-
agreed upon minority shareholder protective rights. GPUI expects that 
its voting interest in the JV will not exceed 9.9%. In connection with 
its proposed participation in the JV, GPUI may also receive warrants, 
options or other

[[Page 56584]]

similar rights to acquire securities of the JV Partner and a right/
opportunity to acquire securities of joint venture projects to be 
formed by the JV Partner, excluding the JV.
    GPUI states that its aggregate investment in the JV will not exceed 
$30 million, and expects to fund the proposed investment through 
capital contributions from GPU, internally generated sources at GPUI or 
drawdowns by GPUI under existing lines of credit, or any combination of 
the foregoing.
    GPUI requests authority to acquire an interest in the stationary 
fuel cell-based power system business, and to acquire the securities of 
a Subsidiary and/or, directly or indirectly, the securities of the JV. 
With respect to the acquisition of securities of a Subsidiary and/or 
the JV, GPUI requests that the authorization expire upon the first to 
occur of December 31, 2000 and the adoption by the Commission of 
proposed rule 58 or such other rule, regulation or order as shall 
exempt the proposed transactions from section 9(a).

Consolidated Natural Gas Company, et al. (70-8929)

    Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania, 15222-3199, a registered holding 
company, and its wholly owned gas public-utility subsidiaries, The East 
Ohio Gas Company (``EOG''), 1717 East Ninth Street, Cleveland, Ohio 
44114, and West Ohio Gas Company (``WOG''), 319 Market Street, Lima, 
Ohio 45802, have filed an application-declaration under sections 6(a), 
7, 9(a) and 10 of the Act and rules 43, 44, 45 and 54 thereunder.
    CNG proposes to reorganize a portion of its system by merging EOG 
and WOG, with EOG as the surviving corporation succeeding to all 
powers, privileges, and franchises and subject to all restrictions, 
disabilities, liabilities, and duties of both companies. Under the 
Agreement and Plan of Merger, each issued and outstanding share of WOG 
common stock, $10,000 par value per share, will be cancelled and 
extinguished, and each issued and outstanding shares of EOG common 
stock, $50 par value, will remain outstanding subsequent to the merger.
    The applicants also request for EOG, after the merger, to succeed 
to any authorizations granted by the Commission to WOG under the Act 
which may still be effective and which therefore should appropriately 
survive as to EOG after the merger. Therefore, all promissory notes and 
other indebtedness of WOG will become obligations of EOG, and the 
capital and retained earnings of WOG will be carried forward as capital 
and retained earnings of EOG. All property and all debts due to either 
company will be vested in EOG under the proposed merger, and any and 
all rights of creditors and all liens upon any property of WOG and EOG 
will be preserved unimpaired. The WOG properties to which EOG will 
proceed as owner will be recorded on EOG's books of account at the 
historical value of such properties as carried on WOG's books.

American Electric Power Company, Inc., et al. (70-8931)

    American Electric Power Company, Inc., 1 Riverside Plaza, Columbus, 
Ohio 43215, a registered holding company, and its electric utility 
subsidiary companies, AEP Generating Company, 1 Riverside Plaza, 
Columbus, Ohio 43215; Appalachian Power Company, 40 Franklin Road, 
S.W., Roanoke, Virginia 24011; Columbus Southern Power Company, 215 
North Front Street, Columbus, Ohio 43215; Indiana Michigan Power 
Company, One Summit Square, P.O. Box 60, Fort Wayne, Indiana 46801; 
Kentucky Power Company, 1701 Central Avenue, Ashland, Kentucky 41101; 
Kingsport Power Company, 40 Franklin Road, S.W., Roanoke, Virginia 
24011; Ohio Power Company, 301 Cleveland Avenue, S.W., Canton, Ohio 
44701; and Wheeling Power Company, 51 Sixteenth Street, Wheeling, West 
Virginia 26003 (collectively, ``Declarants''), have filed a declaration 
under section 12(d) of the Act and rules 44 and 54 thereunder.
    Declarants request authorization to sell and/or transfer certain 
utility assets to customers and noncustomers for a period ending 
December 31, 2001 without prior Commission approval. It is stated that 
the consideration for the transfers will be not less than the net book 
value of the assets and will not exceed $5 million per operating 
subsidiary per calendar year and $50 million in any calendar year for 
the AEP System. In the case of a lease, the lease payments will be 
valued over the term of the lease and be counted against the exemption 
amount in the initial year of the lease.

SEI Birchwood, Inc., et al. (70-8935)

    SEI Birchwood, Inc. (``SEI Birchwood''), a direct nonutility 
subsidiary of SEI Holdings, Inc., a direct nonutility subsidiary of The 
Southern Company, a registered holding company, and Birchwood Power 
Partners, L.P. (``BPP'') (together, ``Applicants''), a subsidiary of 
SEI Birchwood, both located at 900 Ashwood Parkway, Suite 500, Atlanta, 
GA 30338, have filed a joint application pursuant to sections 9(a) and 
10 of the Act and rule 54 thereunder.
    SEI Birchwood and Cogentrix/Birchwood Two, L.P. (``Cogentrix 
Two''), a nonassociate limited partnership, each hold a 2% general and 
48% limited partnership interest in BPP (together, ``Owners''). BPP 
owns a 237 MW coal-fired cogeneration power plant in Virginia 
(``Plant''). The Plant produces electricity for sale at wholesale to 
Virginia Electric and Power Company under a long-term contract. The 
Plant also produces and delivers steam to a 36-acre greenhouse complex 
(``Greenhouse Facility'') located on a site that is adjacent to the 
Plant. The Plant and Greenhouse Facility (together, ``Project'') were 
constructed as integrated parts of a single project that was intended 
to qualify as a cogeneration ``qualifying facility'' (``QF'') under the 
Public Utility Regulatory Policies Act of 1978, as amended (``PURPA''). 
The Federal Energy Regulatory Commission (``FERC'') certified the 
Project on the basis, among others, that it would use steam produced by 
BPP for the Greenhouse Facility operations in quantities sufficient to 
satisfy the operating standards applicable to QFs under PURPA 
regulations.\1\
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    \1\ 18 C.F.R. 292.602.
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    In addition, SEI Birchwood and BPP have each been determined by 
FERC to be an ``exempt wholesale generator'' (``EWG''), as that term is 
defined in section 32 of the Act. To become an EWG under section 32, 
the Applicants had to demonstrate that they would be engaged 
exclusively in the business of owning and operating an eligible 
facility and selling electricity at wholesale. In order to meet the 
``exclusively engaged'' requirement, the Greenhouse Facility is held by 
Greenhost, Inc. (``Greenhost''), a Delaware special purpose 
corporation, whose common shares are owned by a nonassociated, indirect 
subsidiary of CT Corporation (``CT''). CT is not associated with the 
Applicants nor Cogentrix Two.
    Under the Project financing arrangements with the Owners of the 
Plant, Greenhost incurred an obligation to pay that portion of the 
total debt for the Project that went to finance the cost of 
constructing the Greenhouse Facility, and separately entered into a 
site lease and steam sales agreement with BPP (``Lease''). Payments 
under the Lease are designed to match the proportional payments of 
principal and interest on Greenhost's indebtedness. Greenhost operates 
the Greenhouse Facility under a long-term facility and site sublease

[[Page 56585]]

(``Sublease'') with a nonassociated third-party (``Sublessee''). As a 
part of these interrelated transactions, the Applicants and Cogentrix 
Two obtained certain rights and security interests which enable them to 
terminate the Lease, take possession of the Greenhouse Facility, and/or 
acquire the shares of Greenhost in the event of defaults by Greenhost 
and the Sublessee.
    In 1996, the Sublessee experienced financial losses and currently 
is in default on its Sublease obligations. The parties to these 
agreements have entered into a settlement agreement respecting all 
claims and terminating the Sublease. Under the settlement, SEI 
Birchwood and Cogentrix Two may acquire 50% of the common shares of 
Greenhost for a nominal consideration. Alternatively, BPP may acquire 
100% of Greenhost's shares and hold it as a subsidiary. Greenhost's 
outstanding indebtedness will remain in place, and the Greenhouse 
Facility will continue to be used for the purposes for which it was 
built and operated by a third-party.

GPU, Inc., et al. (70-8937)

    GPU, Inc. (``GPU''), a registered holding company, and its wholly 
owned subsidiary service company, GPU Service, Inc. (``GPUS''), each of 
100 Interpace Parkway, Parsippany, New Jersey 07054, and GPU's 
subsidiary companies GPU International, Inc. (``GPUI'') One Upper Pond 
road, Parsippany, New Jersey 07054, and GPU Generation, Inc. 
(``GENCO''), 1001 Broad Street, Johnstown, Pennsylvania 15907 
(collectively, ``Applicants'') have filed an application-declaration 
with this Commission under sections 6(a), 7, 9(a), 10, 12(b) and 13(b) 
of the Act and rules 45, 54, 90 and 91 thereunder.
    As more fully described below, Applicants propose to engage, 
through one or more direct or indirect subsidiaries, in the business of 
brokering and marketing electricity, gas and other energy commodities, 
including, without limitation, oil, natural gas and coal (``Energy 
Commodities''), and in providing incidental related services to 
customers, such as fuel management, storage and procurement services.
    GPU and GPUI propose to acquire the securities of one or more newly 
formed subsidiaries (``Energy Subsidiaries'') and to make cash capital 
contributions to the Energy Subsidiaries.\2\ GPU and GPUI propose to 
invest, in the aggregate, no more than $20 million in the Energy 
Subsidiaries prior to December 31, 2000, either by acquisition of 
securities or by making capital contributions. The authorization with 
respect to the acquisition of securities of any Energy Subsidiaries 
shall expire upon the first to occur of either (i) December 31, 2000, 
or (ii) the adoption by the Commission of proposed rule 58 (HCAR No. 
26313, June 20, 1995) or such other rule, regulation or order as shall 
exempt the proposed transactions from section 9(a) of the Act.
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    \2\ Applicants state that, under rule 52, the subsequent 
issuance of additional securities by Energy Subsidiaries and their 
acquisition is exempt from prior Commission approval under the Act. 
Applicants further state that rule 45(b)(4) exempts from prior 
Commission approval the making of cash capital contributions to the 
Energy Subsidiaries.
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    Applicants also request the authority for Energy Subsidiaries to 
issue debt. Debt financing of any Energy Subsidiaries will not exceed a 
term of 15 years and will bear interest and carry fees at negotiated 
rates based on prevailing market conditions. Applicants represent that 
such issuance of debt will be exempt from prior Commission approval 
under the Act pursuant to rule 52.
    GPU also requests authority through December 31, 2000 to guarantee 
the debt and other obligations of any Energy Subsidiaries. Such other 
obligations of Energy Subsidiaries may take the form of bid bonds or 
performance or other direct or indirect guarantees of contractual or 
other obligations. The maximum amount of debt and other obligations 
proposed to be guaranteed at any one time is $150 million.
    Applicants state that the Energy Subsidiaries would engage in such 
activities without regard to the location or identity of customers or 
source of revenues; provided, however, that (i) unless additional 
approvals are obtained from the Federal energy Regulatory Commission 
under the Federal Power Act, the Energy Subsidiaries will not sell 
electricity to GPU's electric utility subsidiaries, and (ii) the Energy 
Subsidiaries will not make any sales of electricity or natural gas to 
retail customers in any state unless authorized or permitted to make 
such sales under the laws of that state.
    It is also proposed that Energy Subsidiaries may, from time to time 
through December 31, 2000, invest up to $50 million at any one time 
outstanding to acquire or construct physical assets that are incidental 
and reasonably necessary in the day-to-day conduct of marketing 
operations, such as oil and gas storage facilities, gas or coal 
reserves, or a pipeline spur that is needed in order to make deliveries 
of fuel to an industrial customer.
    To minimize financial exposure of Energy Subsidiaries and of GPU 
resulting from its guarantees, it is proposed that Energy Subsidiaries 
utilize risk mitigation measures to balance overall portfolio position 
in order to limit the financial impact of any loss that may be 
sustained on any particular commodity transaction due to adverse market 
price movements or counterparty defaults. Such measures may include 
entering into offsetting physical delivery contracts, the purchase and 
sale of derivative instruments, such as options and futures contracts, 
for purposes of hedging a physical position, and an appropriate mix of 
long and short-term contracts. In addition, Energy Subsidiaries may 
purchase or sell commodity-based derivative instruments, such as 
electricity or gas futures contracts and options of electricity or gas 
futures, such as are traded on the New York Mercantile Exchange, and 
gas and oil price swap agreements in order to hedge positions under 
existing contracts for physical delivery. Energy Subsidiaries will use 
market hedging measures solely to minimize risk.
    Price risk exposure may also be hedged under a purchase or sale 
contract by taking an opposite position to that purchase or sale. 
Similarly, in a portfolio of purchase and sales contracts, risk may 
also be limited through an appropriate mix of long-term and short-term 
contracts, and diversification of the mix of customers and suppliers 
regionally and across industry lines. Finally, GPU will endeavor to 
limit risk exposure through contract provisions (i.e., liquidated 
damages) that would place a ceiling on the amount of damages payable 
when performance failure occurs and/or exclude consequential damages.
    Authorization is also sought for any Energy Subsidiary to enter 
into arrangements with GPUS and GENCO, pursuant to which personnel and 
other resources may be made available to the Energy Subsidiaries, upon 
request, to support the Energy Subsidiaries in connection with their 
authorized activities. Pursuant to these arrangements, GPUS and GENCO 
will provide, account for and bill their services to the Energy 
Subsidiaries, utilizing a work order system, on a full cost 
reimbursement basis in accordance with rules 90 and 91 under section 
13(b) of the Act. It is stated that no more than 5% of the total 
employees of the GPU System will, at any one time, directly or 
indirectly render services to the Energy Subsidiaries in connection 
with the Energy Commodities Business.
    GPU states that, absent further order of the Commission, none of 
the Energy Subsidiaries will own or operate facilities used for the 
distribution of gas at retail or facilities used for the

[[Page 56586]]

generation, transmission, or distribution of electric energy for sale. 
Furthermore, it is stated that the Energy Subsidiaries will limit their 
activities to ensure that they do not come within the definitions of 
either ``electric utility company'' or ``gas utility company,'' as 
defined by sections 2(a)(3) and 2(a)(4) of the Act, respectively.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-28003 Filed 10-31-96; 8:45 am]
BILLING CODE 8010-01-M