[Federal Register Volume 63, Number 24 (Thursday, February 5, 1998)]
[Notices]
[Pages 5974-5976]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-2885]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26821]


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

January 30, 1998.
    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 February 23, 1998, 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.

National Fuel Gas Company, et al. (70-9117)

    National Fuel Gas Company (``National''), a registered holding 
company, and its wholly-owned subsidiaries National Fuel Gas 
Distribution Corporation, National Fuel Gas Supply Corporation, Seneca 
Resources Corporation, Highland Land & Minerals, Inc., Leidy Hub, Inc., 
Data-Track Account Services, Inc., Horizon Energy Development, Inc., 
Seneca Independence Pipeline Company (``Seneca Independence''), Niagara 
Independence Marketing Company (``Niagara Independence all located at 
10 Lafayette Square, Buffalo, New York 14203 and Utility Constructors, 
Inc., East Erie Extension, Linesville, PA 16424 and National Fuel 
Resources, Inc. 165 Lawrence Bell Drive, Suite 120, Williamsville, New 
York 14221 (collectively, ``Applicants''), have an application-
declaration under sections 9(a), 10 and 12(b) of the Act and rules 45 
and 54 under the Act.
    Seneca Independence, a wholly owned subsidiary of National, propose 
to acquire a 25% general partnership interest in Independence Pipeline 
Company (``Pipeline Partnership''), now owned equally by ANR 
Independence Pipeline Company and Transco Independence Pipeline 
Company, both nonassociated companies. Niagara Independence, a wholly 
owned subsidiary of National, propose to acquire a 25% general 
partnership interest in DirectLink Gas Marketing Company (``Marketing 
Partnership'').
    The Pipeline Partnership plans to build and operate interstate 
natural gas pipeline facilities to extend from Defiance, Ohio to Liedy, 
Pennsylvania, a distance of about 370 miles, at a cost of about $630 
million. The Pipeline Partnership plans to borrow 70% of the 
construction cost from commercial sources, and have the partners 
contribute the remaining 30% as capital contributions in equal shares.
    The Marketing Partnership would purchase firm natural gas 
transportation services from the Pipeline Partnership and from other 
interstate pipeline companies, at rates regulated by the Federal Energy 
Regulatory Commission, and would buy and sell natural gas and engage in 
related transactions.
    The Applicants propose that: (1) National make short-term loans to 
Seneca Independence and Niagara Independence and provide credit support 
to Seneca Independence, Niagara Independence, the Pipeline Partnership 
and/or the Marketing Partnership; (2) Seneca Independence make short-
term loans and provide credit support to the Pipeline Partnership; and/
or (3) Niagara Independence make short-term loans and provide credit 
support to the Marketing Partnership, all of the above to be in 
proportion to the percentage interests held by Seneca Independence and 
Niagara Independence in the Pipeline Partnership and the Marketing 
Partnership, respectively. The short-term loans to and by Seneca 
Independence and Niagara Independence to finance their activities will 
not exceed $180 million, respectively, and will be made under the terms 
and conditions of the current money pool arrangement between National 
and its subsidiary companies (``Money Pool'').\1\
---------------------------------------------------------------------------

    \1\National Fuel Gas Co., Holding Co. Act Release No. 26443. The 
Commission authorized National and its subsidiary companies to 
participate in a system money pool (``Money Pool Order''). The 
Commission held that the interest rate applicable and payable to or 
by the subsidiaries for all loans from the surplus funds of National 
and its subsidiary companies (``Surplus Funds'') would be the rates 
for high grade unsecured 30-day commercial paper sold through 
dealers by major corporations as quoted in the Wall Street Journal.
    The Commission also held that if external funds or both Surplus 
Funds and external funds are concurrently borrowed through the Money 
Pool, the interest rate applicable to all such borrowing and payable 
by the borrowing subsidiary companies will be equal to National's 
net cost for the external borrowings.
---------------------------------------------------------------------------

    The Applicants propose that Seneca Independence and Niagara 
Independence be added to the group of National subsidiary companies 
which may make short-term borrowings under the Money Pool Order, and 
that they each receive authorization to incur short-term borrowings, up 
to an aggregate amount of $180 million, under the terms and conditions 
of the Money Pool Order.
    National also proposes to enter into guarantee arrangements and 
obtain letters of credit (collectively, ``Credit Support'') with 
respect to obligations of Seneca Independence and/or Niagara 
Independence. National may directly or indirectly provide Credit 
Support to the Pipeline Partnership and the Marketing Partnership in 
proportion to its indirect percentage interest in those entities. 
National may provide Credit Support up to $180 million directly to 
Seneca Independence or indirectly to Pipeline Partnership, and $180 
million directly to Niagara Independence or indirectly to Marketing 
Partnership. All Credit Support will be made under the terms and 
condition set forth in the current credit support arrangement between 
National and its subsidiaries.\2\
---------------------------------------------------------------------------

    \2\ National Fuel Gas Co., Holding Co. Act Release No. 25922. 
The Commission authorized National to provide guarantees, through 
December 31, 1998, up to total of $500 million of guarantee 
obligations of its subsidiary companies.

---------------------------------------------------------------------------

[[Page 5975]]

The Connecticut Light and Power Company, et al. (70-9151)

    The Connecticut Light and Power Company (``CL&P''), 107 Selden 
Street, Berlin, Connecticut 06037, and Western Massachusetts Electric 
Company (``WMECO''), 174 Brush Hill Avenue, West Springfield, 
Massachusetts 01090-0010, each an electric utility subsidiary company 
of Northeast Utilities (``Northeast''), a registered holding company, 
have filed with this Commission an application-declaration filed under 
sections 6(a), 7, 9(a), 10 and 12(d) of the Act and rule 54 under the 
Act.
    By orders dated December 30, 1981 and May 19, 1982 (HCAR Nos. 22342 
and 22501, respectively), the Commission authorized, in relevant part: 
(i) The formation of the Niantic Bay Fuel Trust (``Trust'') for the 
purpose of financing the acquisition of nuclear fuel under a trust 
agreement dated January 4, 1982 between the Connecticut Bank and Trust 
Company, as trustor, Bankers Trust Company, as trustee (``Trustee''), 
and CL&P, WMECO, and The Hartford Electric Light Company 
(``HELCO''),\3\ as beneficiaries; (ii) the assignment of certain 
nuclear fuel and nuclear fuel contracts; and (iii) financing for the 
acquisition of nuclear fuel. The Commission authorized the financing of 
the nuclear fuel through the issuance by the Trust of intermediate term 
notes in an aggregate principal amount not to exceed $300 million 
outstanding at any one time. In addition, the Commission authorized 
financing through the sale of commercial paper notes, backed by an 
irrevocable master letter of credit issued by The First National Bank 
of Boston (``FNBB''), and borrowings under a revolving credit 
agreement, dated January 4, 1982 between the Trustee and FNBB (``FNBB 
Credit Facility''), in a combined aggregate principal amount not to 
exceed $230 million.
---------------------------------------------------------------------------

    \3\ HELCO was merged with and into CL&P on June 30, 1982.
---------------------------------------------------------------------------

    By order dated January 23, 1992 (HCAR No. 25458), the Commission 
authorized, among other thing, CL&P and WMECO to replace the FNBB 
Credit Facility and to have the Trustee enter into a new $230 million 
revolving credit facility (``New Facility'') with a syndicate of banks 
(``Banks''), with the First National Bank of Chicago serving as agent 
(``Agent''). The initial term of the New Facility was three years, 
which was extended with the Banks' consent for one-year increments. The 
Applicants are authorized to make borrowings under the New Facility 
through December 31, 1998.
    Under the New Facility, CL&P and WMECO (``Applicants'') entered 
into a credit agreement (``Credit Agreement'') dated as of February 11, 
1992, as amended by a First Amendment dated April 30, 1993 and a Second 
Amendment dated May 12, 1995, with the Trustee, each of the Banks, and 
the Agent.
    Under the Credit Agreement, each participating Bank is severally 
responsible for making advances (each, a ``Ratable Advance'') in an 
amount not to exceed the amount of its commitment, ratably in 
proportion to the aggregate commitment of all the participating Banks, 
Each Ratable Advance bears interest at a rate selected by the Trustee, 
as directed by the Applicants, from among three options: (1) the 
Eurodollar Rate plus an increment which shall not exceed 0.50%; (ii) a 
Fixed CD Rate plus an increment which shall not exceed 0.875%; or (iii) 
a Floating Rate equal to the higher of (a) a rate based on the 
overnight federal funds rate, plus 0.50%, and (b) the Agent's corporate 
base rate.
    The Applicants now propose that the Trust pay additional fees and 
interest under the New Facility so that it can be extended for nine 
months through November 19, 1998 and seek extension of the Commission's 
authorization through December 31, 2003. The amount which the 
Applicants are presently seeking from the Banks under the New Facility 
will be up to $100 million.
    The Applicants also propose to effect future extensions for any 
intervals of up to two years through December 31, 2003 with the consent 
of the Banks and with terms at least as favorable as those approved by 
the Commission herein with respect to interest rates.
    The proposed amendment would (i) increase the maximum spread over 
the Eurodollar Rate from 0.50% to 1.625%, (ii) increase the maximum 
spread over the Fixed CD Rate from 0.875% to 1.75% and (iii) under the 
second Floating Rate option, provide for an increase from the Agent's 
corporate base rate to a spread of 0.50% per annum over the Agent's 
corporate base rate. The higher interest rates reflect the lower credit 
ratings of the CL&P and WMECO, which in turn reflect the Millstone 
outages, the electric utility restructuring initiatives in Connecticut 
and Massachusetts and general market perceptions of the risk of 
electric utilities in general and nuclear operations in particular.

EUA Energy Investment Corporation, et al. (70-8617)

    EUA Energy Investment Corporation (``EEIC''), P.O. Box 2333, 
Boston, Massachusetts 02107, and its subsidiary EUA Bioten, Inc. 
(``EUAB''), 750 West Center Street, West Bridgewater, Massachusetts 
02379, each a subsidiary of Eastern Utilities Associates, a registered 
holding company, have filed a post-effective amendment under sections 
9(a), 10, 12(b) and 13(b) of the Act and rules 43(a), 45(a) and 
87(d)(1) under the Act to an application-declaration filed by EEIC 
under sections 6(a), 7, 9(a), 10 and 12(b) of the Act rules 43(a) and 
45(a) under the Act.
    EEIC and EUAB have been authorized by orders of the Commission 
dated June 21, 1995 and November 14, 1996 (HCAR Nos. 26314 and 26604, 
respectively) to invest in EUAB Partnership (``EUABP''), in connection 
with the development of a commercial prototype biomass-fired generation 
facility using technology developed by EEIC (``BIOTEN Technology''), 
among others. The investment authority granted by the Commission has 
been limited to capital contributions in an aggregate amount of 
approximately $3.907 million and a working capital line of credit of up 
to $6 million.
    EEIC and EUAB now request authority to construct, install, operate 
and maintain two biomass-fired generation facilities (each a ``BIOTEN 
Unit') using the BIOTEN Technology for a customer located in India 
(``First Customer''). Each such Unit would be fueled by First 
Customer's available biomass in the form of bagasse (a sugar cane by-
product), and would be completely installed, tested, demonstrated and 
purchased on a turnkey basis.
    EUABP will provide the funds required for the construction of the 
first BIOTEN Unit and First Customer will issue a promissory note to 
secure its obligations to pay the purchase price for the unit to EUABP. 
Title to the first BIOTEN Unit will pass when construction of the unit 
has been completed. Following completion of the unit, the unit will 
undergo a demonstration period of up to twelve months. EEIC and EUAB 
anticipate that First Customer will repay its obligations under the 
note and make all payments necessary to purchase the first BIOTEN Unit 
upon the successful completion of the demonstration period.
    First Customer will provide the funds required to complete the 
second BIOTEN Unit and will take title to the unit once all payments 
necessary to purchase the unit have been made. First

[[Page 5976]]

Customer will have no obligation to purchase either BIOTEN Unit if the 
first unit does not satisfy agreed upon performance criteria.
    EEIC and EUAB also request authority for EUABP to finance, 
construct, install and sell BIOTEN Units to other customers, both 
inside and outside the United States, and to provide related services 
and products for First Customer and other purchasers of BIOTEN Units. 
These services include engineering, procurement and construction 
services, sales, installation and long term operation and maintenance 
services, equipment and training support, and promotion and marketing 
services in connection with the BIOTEN Units. These products would 
consist of components to be used for the BIOTEN Units and may be 
manufactured locally, subject to appropriate licensing arrangements 
with respect to the BIOTEN Technology. EUABP may pursue these 
activities either by itself or through the establishment of one or more 
special purpose subsidiaries or joint ventures with local nonassociates 
(``Special Purpose Entities''). EEIC and EUAB assert that none of the 
proposed activities with respect to First Customer or other customers 
(``Proposed Activities'') would constitute the ownership or operation 
of an electric utility company within the meaning of section 2(a)(3) of 
the Act.
    In addition, EEIC and EUAB request authority to increase and extend 
their authority to invest in EUABP and/or the Special Purpose Entities. 
Specifically, EEIC and EUAB request authority, through December 31, 
2002 to increase the working capital line of credit from $6 million to 
$13 million and to make capital contributions not to exceed $8.907 
million outstanding at any one time. EEIC and EUAB also request 
authority for EUABP to invest up to these amounts in the Special 
Purpose Entities. As a result of these investments, EUAB's voting 
interest in EUABP would increase from 9.9% to approximately 80% and 
EUABP would become a subsidiary of EUAB. Investments in the Proposed 
Activities would be limited to these amounts.
    Also, EEIC and EUAB request authority for EUABP to render services 
in connection with the Proposed Activities to those Special Purpose 
Entities which are subsidiaries of EUABP under an exemption from the 
cost standard of section 13(b) of the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Maragret H. McFarland,
Deputy Secretary.
[FR Doc. 98-2885 Filed 2-4-98; 8:45 am]
BILLING CODE 8010-01-M