[Federal Register Volume 62, Number 113 (Thursday, June 12, 1997)]
[Notices]
[Pages 32129-32130]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-15406]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26725]


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

June 6, 1997.
    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 June 30 1997, 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.

[[Page 32130]]

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. (70-8037)

    Central and South West Corporation (``CSW''), 1616 Woodall Rodgers 
Freeway, Dallas, Texas 75202, a registered holding company, and its 
wholly-owned electric utility subsidiary, Central Power and Light 
Company (``CP&L''), P.O. Box 2121, Corpus Christi, Texas 78403, have 
filed a post-effective amendment to their application-declaration under 
sections 9(a), 10 and 13(b) of the Act and rules 54, 88 and 100 
thereunder.
    In May 1992, CSW and CP&L entered into a settlement 
(``Settlement'') with Houston Industries Incorporated, a holding 
company exempt under section 3(a)(1) from all provisions of the Act 
except section 9(a)(2), and its electric utility subsidiary company, 
Houston Lighting & Power Company (``HL&P''), in order to resolve a 
number of disputes between the two systems, including allegations by 
CP&L that HL&P breached its duties and obligations in its performance 
as project manager for the South Texas Project Electrical Generating 
Station (``STP''). By orders of the Commission, the Commission 
authorized CSW and CP&L to engage in various transactions related to 
the Settlement.\1\ In the Original Order the Commission reserved 
jurisdiction over the applicants' proposal to form a new Texas 
nonprofit, nonstock, nonmember corporation under the Texas Non-Profit 
Corporation Act to replace HL&P as the project manager for STP, pending 
completion of the record. The applicants represent that the joint-
owners have approved in substantially final form the structure of the 
new operating company for STP and the applicants now request 
authorization to form it.
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    \1\ Holding Co. Act Release Nos. 25696 (Dec. 8, 1992) 
(``Original Order'') and 25720 (Dec. 29, 1992).
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    The owners of STP are CP&L, HL&P, the City of San Antonio, Texas 
(``San Antonio''), acting by and through the City Public Service Board 
of San Antonio, and the city of Austin, Texas (``Austin'').\2\ The 
principal assets and properties of STP consist of two 1250 megawatt 
nuclear-fueled generating units, a plant site and common station 
facilities and a 400 foot-wide transmission corridor.
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    \2\ CP&L, HL&P, San Antonio and Austin are sometimes referred to 
herein individually as an ``Owner'' and collectively as ``Owners''.
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    The Owners have previously entered into a participation agreement 
(``Participation Agreement'') and their relationship is one of tenants-
in-common with respect to the ownership and operation of STP for the 
production of electric energy and for the delivery of such energy to 
each Owner according to its respective ownership interest in STP: CP&L-
25.2%, HL&P-30.8%, San Antonio-28% and Austin-16%. The electric energy 
obtained by each Owner is distributed and sold by that Owner within its 
own system.
    At present, with the exception of CP&L, which is responsible for 
maintenance of the transmission corridor, HL&P serves as the sole 
project manager of STP. A management committee composed of one 
representative of each Owner makes all material decisions and 
determinations incident to the operation of STP as set forth in the 
Participation Agreement. The Participation Agreement, among other 
things, authorizes the management committee to remove HL&P as project 
manager by a vote of the parties representing a majority ownership 
interest.
    To better assure a proportionate sharing of costs, liabilities and 
benefits associated with the operation of STP, the applicants state 
that the Owners have agreed to form STP Nuclear Operating Company 
(``OPCO''), a nonprofit, nonstock, nonmember Texas corporation, to 
operate STP by contract and assume HL&P's obligations to manage STP. 
The Owners propose to effect the substitution of OPCO for HL&P by 
entering into an Amended and Restated Participation Agreement 
(``Amended Participation Agreement'') \3\ and by entering into the 
South Texas Project Operating Agreement with OPCO (``Operating 
Agreement'') pursuant to which OPCO will maintain and operate STP under 
the control and direction of the Owners, as provided in the Amended 
Participation Agreement. Specifically, OPCO would possess, use, 
maintain, repair, improve, operate, decontaminate and decommission STP 
\4\ and provide or arrange to provide all labor, supervision, supplies, 
equipment and services for the operation, maintenance, repair, 
replacement, reconstruction, decontamination and decommissioning of STP 
in order to deliver electricity generated by STP to the Owners.
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    \3\ The applicants state that other than the replacement of HL&P 
by OPCO, the Amended Participation Agreement is not materially 
different from the Participation Agreement and, thus, should be 
characterized as a reorganization of the existing relationship among 
the Owners.
    \4\ Operation of certain transmission corridors and switch yards 
will remain under the control of HL&P or CP&L.
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    In accordance with the Operating Agreement, OPCO will have no 
ownership interest in property or utility assets constituting STP, 
power generated by STP, revenues received from the sale of power 
generated by STP or fuel used by STP to generate power. OPCO's proposed 
constituent documents will not authorize it to engage in any business 
other than the business of operating STP, as provided in the Operating 
Agreement, or to engage in any for-profit activities. The Owners will 
bear the costs and expenses incurred by OPCO in operating STP in 
proportion to their respective ownership interests in STP and indemnify 
OPCO from any damage resulting from its performance under the Operating 
Agreement. OPCO will not receive a management fee or derive any profit 
from its operation of STP. The applicants propose to treat OPCO as a 
subsidiary service company governed by section 13(b) of the Act.
    The applicants request Commission authorization to form OPCO and to 
replace HL&P with OPCO as project manager and operator of STP. Further, 
the applicants seek an exemption from the requirement that a 
Declaration on Form U-13-1 be filed incident to the formation of OPCO.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-15406 Filed 6-11-97; 8:45 am]
BILLING CODE 8010-01-M