[Federal Register Volume 62, Number 182 (Friday, September 19, 1997)]
[Notices]
[Pages 49265-49266]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-24971]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26759]


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

September 12, 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 October 6, 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 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.

American Electric Power Company, Inc. (70-6126)

    American Electric Power Company, Inc. (``AEP''), 1 Riverside Plaza, 
Columbus, Ohio 43215, a registered holding company, has filed a post-
effective amendment under sections 6(a), 7, 32, and 33 of the Act and 
rule 53 under the Act to an application-declaration filed before under 
sections 6(a), 7, 9(a), 10, 12(b), 32 and 33 of the Act and rules 45 
and 53 under the Act.
    By prior Commission orders,\1\ AEP was authorized to issue and 
sell, through December 31, 2000, up to 3.8 million shares of its common 
stock, $6.50 par value per share (``Common Stock''), to the American 
Electric Power System Employees Savings Plan (``Savings Plan''). 
Fidelity Management Trust Company is a trustee of the Savings Plan 
(``Trustee''). As of August 31, 1997, AEP had 519,395 shares of Common 
Stock available for issuance and sale (``Unsold Balance'').
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    \1\ Holding Co. Act Release Nos. 26516 (May 10, 1996), 25939 
(Dec. 6, 1993), 25210 (Dec. 12, 1990), 24594 (Mar. 8, 1988), 22549 
(June 28, 1982), 22112 (June 30, 1981), 21639 (June 24, 1980), 21022 
(Apr. 27, 1979), 20516 (Apr. 25, 1978).
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    AEP now proposes, through December 31, 2001, to issue and sell to 
the Trustee: (i) the Unsold Balance, plus (ii) an additional 5 million 
shares of its Common Stock (``Additional Common Stock''). The Trustee 
will purchase the Common Stock for a price equal to the average of the 
Common Stock's high and low price on the New York Stock Exchange, 
determined after the close of trading for the day. In no event will the 
price of the Common Stock be less than its par value, unless the 
Trustee purchases the Common Stock through a dividend reinvestment 
plan, the exercise of stock rights, or other program similar to 
dividend reinvestment plans or stock rights.
    The proceeds from the issuance and sale of the Additional Common 
Stock will be used: (i) to pay AEP's unsecured debt when it matures, 
(ii) to purchase additional common stock of AEP subsidiaries, (iii) to 
acquire interests in exempt wholesale generators (``EWGs''), as defined 
in section 32 of the Act, and in foreign utility companies (``FUCOs''), 
as defined in section 33 of the Act; and (iv) for other corporate 
purposes.
    If the proceeds from the issuance and sale of Common Stock are 
invested in EWGs or FUCOs, the investment will be limited to 50% of the 
consolidated retained earnings of AEP determined in accordance with 
rule 53 (``Investment Limit''). In a separate filing, which the 
Commission noticed on April 18, 1997 (HCAR No. 26708), AEP requested 
authorization to increase the Investment Limit to 100% of consolidated 
retained earnings. In addition, when the proceeds from the sale of 
Common Stock are invested in EWGs and FUCOs, the number of shares of 
Common Stock sold will be deducted from the 10 million shares of Common 
Stock Authorized for these investments by order dated May 10, 1996 
(HCAR No. 26516).

BEC Energy, et al. (70-9057)

    BEC Energy, a Massachusetts business trust (``BEC''), and its 
parent company, Boston Edison Company, a Massachusetts public-utility 
holding company exempt from registration under section 3(a)(2) of the 
Act pursuant to rule 2 (``Boston Edison'') (together, ``Applicants''), 
both located at 800 Boylston Street, Boston, Massachusetts 02199, have 
filed an application under section 3(a)(1), 3(a)(2), 9(a) (2) and (10) 
of the Act.
    The Applicants request an order: (1) authorizing BEC to acquire 
directly all of the outstanding common stock of Boston Edison and to 
acquire indirectly all of the outstanding common stock of Boston 
Edison's electric utility subsidiary company, Harbor Electric Energy 
Company (``HEEC''); (2) granting BEC an exemption under section 3(a)(1) 
from all provisions of the Act, except section 9(a)(2); and (3) 
granting Boston Edison an exemption under section 3(a)(2) from all 
provision of the Act, except section 9(a)(2). The Applicants state that 
the proposed restructuring will establish a more appropriate corporate 
structure to conduct nonutility business activities, while providing a 
mechanism for protecting the utility business and utility customers of 
Boston Edison and HEEC from the risks and costs of these activities.
    BEC is organized under Massachusetts law to carry out the proposed 
restructuring and will become the holding company over Boston Edison. 
BEC holds all of the outstanding common stock of Boston Edison Mergeco 
Electric Company, Inc. (``Merger-Sub''), that has also been formed to 
carry out the proposed restructuring. Neither BEC nor Merger-Sub 
presently conduct any business or own any utility assets.
    Boston Edison and HEEC are engaged principally in the generation, 
purchase, transmission, distribution and sale of electric energy. 
Boston Edison provides electricity at retail to an area of 590 square 
miles, including the City of Boston and 39 surrounding cities and 
towns. In 1996, Boston Edison served an average of 657,487 customers. 
Boston Edison also supplies electricity at wholesale for resale to 
other electric utilities and municipal electric departments. Boston 
Edison is subject to regulation by the Massachusetts Department of 
Public Utilities. Boston Edison also engages directly in certain

[[Page 49266]]

nonutility businesses through its wholly owned subsidiary, Boston 
Energy Technology Group (``BETG'') and indirectly through nine BETG 
subsidiaries.\2\
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    \2\ The nine subsidiaries are Boston Edison Services, Inc., 
Energyvision, LLC, BecoCom, Inc., RCN/BETG, LLC, Northwind Boston, 
LLC, Coneco Corporation, Coneco Financial Corporation, TravElectric 
Services Corporation, and Rez-Tek International Corporation 
(``Nonutility Subsidiaries''). Boston Edison's nonutility operations 
contributed a net loss of approximately $600,000 (or less than 1%) 
to Boston Edison's aggregate after-tax-net income in fiscal year 
1996.
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    The Applicants propose to form the holding company structure under 
an Agreement and Plan of Merger to be entered into among Boston Edison, 
BEC and Merger-Sub (``Plan of Merger''). Under the terms of the Plan of 
Merger, Merger-Sub would be merged (``Merger'') with Boston Edison, and 
each outstanding share of common stock of Merger-Sub would be converted 
into one share of common stock, $1.00 per value per share, of Boston 
Edison (``Boston Edison Stock''). Subsequently, each outstanding share 
of Boston Edison Stock would be converted into one common share, $1.00 
par value per share, of BEC (``BEC Common Stock''). Upon consummation 
of the Merger, each person that owns Boston Edison Stock immediately 
prior to the Merger will own a corresponding number of the outstanding 
shares of BEC Common Stock, and BEC will own all of the outstanding 
Boston Edison Stock.
    After the Merger, Boston Edison will transfer to BEC, by stock 
dividend or otherwise, the common stock of BETG. BEC will then engage 
in nonutility business activities through BETG and the Nonutility 
Subsidiaries. After the Merger, BEC will directly own Boston Edison and 
BETG, and HEEC will continue to be a public-utility subsidiary of 
Boston Edison.
    The preferred stock of Boston Edison (``Preferred Stock'') and all 
indebtedness of Boston Edison will remain securities and obligations of 
Boston Edison after the Merger. Consequently, the Applicants state that 
the holders of Boston Edison's debt securities and the Preferred Stock 
will not be affected by the proposed restructuring.
    BEC asserts that, following the consummation of the proposed 
restructuring, it will be a public-utility holding company entitled to 
an exemption from registration under section 3(a)(1) of the Act, 
because it and each of its public-utility subsidiaries from which it 
derives a material part of its income will be predominately intrastate 
in character and will carry on their business substantially within the 
state of Massachusetts. Boston Edison claims that it will continue to 
be a public-utility holding company entitled to an exemption under 
section 3(a)(2) of the Act, because it is predominantly a public-
utility company whose operations do not extend beyond its state of 
organization or any contiguous states.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-24971 Filed 9-18-97; 8:45 am]
BILLING CODE 8010-01-M