[Federal Register Volume 63, Number 55 (Monday, March 23, 1998)]
[Notices]
[Pages 13892-13893]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-7369]



[[Page 13892]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26843]


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

March 16, 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 April 9, 1998, 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.

Central Power and Light Co., et al. (70-9073)

    Central Power and Light Company, 539 North Carancahua Street, 
Corpus Christi, Texas, 78401-2802; Public Service Company of Oklahoma, 
212 East Sixth Street, Tulsa, Oklahoma, 74119-1212; Southwestern 
Electric Power Company, 428 Travis Street, Shreveport, Louisiana, 
71156-0001; and West Texas Utilities Company, 301 Cypress Street, 
Abilene, Texas, 79601-5820 (``Utilities''), all public utility 
subsidiary companies of Central and South West Corporation (``CSW''), a 
registered holding company, and Central and South West Services, Inc. 
(``Services''), Williams Tower 2, 2 West 2nd Street, Tulsa, Oklahoma, 
74103, a CSW subsidiary service company, have filed an application, as 
amended, under sections 9(a) and 10 of the Act and rule 54 under the 
Act.
    The Utilities and Services seek authorization to market the 
mortgage services of PHH Mortgage Services Corporation (``PHH 
Mortgage''), the relocation services of PHH Real Estate Services 
Corporation (``PHH Real Estate''), and the mortgage and relocation 
services of other companies with comparable services and benefits 
(``Other Companies'').
    The Utilities, directly or through Services, propose to market to 
their customers a mortgage incentive program called the Better Choices 
Home Mortgage Program (``Better Choices Program'').
    The Better Choices Program is designed to promote efficient energy 
use and environmental conservation by customers of the Utilities. Under 
the Better Choices Program, customers will be able to obtain mortgages 
with enhanced benefits on homes qualified for a Good Cents Home 
Certification or a Good Cents Environmental Home Certification.
    The Good Cents Environmental Home Certification Standards have been 
submitted to the Edison Electric Institute for certification that those 
standards are consistent with its program to promote efficient energy 
use and environmental conservation. The utilities will attest to PHH 
Mortgage, or to the Other Companies, that the homes meet the standards 
for a Good Cents Home Certification or a Good Cents Environmental Home 
Certification and will list the features under which those homes are 
qualified for such certification.
    Based on such certification, customers will be offered various 
benefits that may permit them to acquire mortgages that are 15% to 20% 
over conventional mortgages available to them. The increased mortgages 
are made possible through, for example, mortgages for 100% of the cost 
of home features for efficient energy use and environmental 
conservation features and through income calculated to be available to 
service mortgages on the basis of reduced utility bills. In addition, 
customers will be offered other inducements like reduced points and 
interest rates.
    The services offered by PHH Mortgage are integrated with the 
relocation services offered by PHH Real Estate, which maintains a 
network of residential real estate agents who can help customers sell 
homes, buy new homes and, with PHH Mortgage, acquire new mortgages 
under the Better Choices Program if they move within the service 
territories of the Utilities. In addition to the benefits of the 
relocation services, customers would, where lawful, be paid portions of 
the referral fees received by PHH Real Estate from real estate agents.
    The Utilities would not provide relocation services to customers. 
In addition, the Utilities would not attest to PHH Mortgage that homes 
meet the standards for a Good Cents Home Certification or a Good Cents 
Environmental Home Certification for customers that move out of the 
service territories of the Utilities.
    The Utilities, directly or through Services, would market the 
Better Choices Program through direct mail programs, articles, 
promotional literature, advertisements and mail inserts. Mail inserts 
would utilize excess bill space in the bills sent by the Utilities to 
their customers. Mail inserts would not result in additional postage.
    The Utilities would be compensated for their services by payment to 
them, where lawful, of a portion of the referral fee received by PHH 
Real Estate (or Other Companies) from real estate agents. The Utilities 
would also be compensated for their services by the payment to them, 
where lawful, of fees based on mortgages closed by PHH Mortgage.

Conectiv, Inc. (70-9155)

    Conectiv, Inc. (``Conectiv''), 800 King Street, Wilmington, 
Delaware 19899, a Delaware corporation that will register as a holding 
company under the Act, has filed an application declaration under 
sections 6(a), 7, 9(a), 10 and 12 (c) of the Act and rules 42 and 46 
under the Act.
    By order dated February 20, 1998 (HCAR No. 26828), the Commission 
authorized the acquisition (``Merger'') by Conectiv of all of the 
outstanding voting securities of Delmarva Power & Light Company and 
Atlantic City Electric Company, each a public utility company.
    Conectiv intends to present a stockholder rights plan (``Plan'') to 
its Board of Directors (``Board'') for consideration, and requests 
authority to implement the Plan upon Board approval. The Plan is 
designed, among other things, to give Conectiv shareholders adequate 
time to assess a takeover bid without undue pressure. Under the Plan, 
the Board would declare a dividend distribution of one right 
(``Right'') for each outstanding share of Conectiv common stock 
(``Common Stock''), and for each outstanding share of Conectiv Class A 
common stock (``Class A Common Stock'). These distributions would be 
made a stockholders of record at the close of business on a record date 
(``Record Date'') yet to be established.

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Terms of the Rights

    Each Right issued to a registered holder of Common Stock would, 
after the Right becomes exercisable, entitle the holder to purchase 
from Conectiv one one-hundredth of one share (``Unit'') of a serious of 
junior participating preferred stock, (``Series 1 Preferred Stock''). 
Each Right issued to a registered holder of Class A Common Stock would, 
after the Rights becomes exercisable, entitle the holder to purchase 
from Conectiv one Unit of another series of junior participating 
preferred stock (``Series 2 Preferred Stock'' and together, ``Preferred 
Stock'').\1\ The purchase price for a share of either series of 
Preferred Stock (``Purchase Price'') will be determined by the Board as 
representing the long-term value of Conectiv, reflecting a premium 
consistent with those used by other companies in setting the purchase 
price for similar rights.\2\
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    \1\ Under certain circumstances, the Class A Common Stock may be 
convertible to Common Stock. If a conversion occurs before the 
Rights become exercisable, those Rights attached to the shares of 
Class A Common Stock will be converted to Rights to purchase Series 
1 Preferred Stock. The number of these Rights will be based on the 
conversion ratio used for converting the Class A Common Stock to 
Common Stock.
    \2\ The Purchase Prices, and the number of Units of Preferred 
Stock (or other securities, as the case may be) issuable upon 
exercise of the Rights, are subject to adjustment from time to time 
to prevent dilution.
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    The Rights will be exercisable upon the earlier to occur 
(``Distribution Date'') of two dates. One date occurs ten days 
following the date of the public announcement that a person or group 
(``Acquiring Person'') has acquired, or obtained the right to acquire, 
beneficial ownership of 15% or more of the outstanding shares of voting 
securities of Conectiv. The other date occurs ten business days (unless 
delayed by the Board) after a person or group commences a tender offer 
or exchange offer that would result in the offeror becoming a Acquiring 
Person.
    Until the Distribution Date, the Rights will be transferred only 
with the Common Stock or Class Common Stock, and the Rights will be 
evidenced by the Common Stock or Class A Common Stock certificate. As 
soon as practicable following the Distribution Date, separate 
certificates evidencing the Rights will be mailed to holders of record 
of Common Stock or Class A Common Stock, as the case may be, as of the 
close of business on the Distribution Date. Following the distribution 
of these certificates, the Rights will trade independently of the 
Common Stock and the Class A Common Stock.

Exercise of and Exchange of Rights

    The value of one Unit of the Preferred Stock received upon exercise 
of a Right will be twice the Purchase Price paid for that Preferred 
Stock. The Rights of any Acquiring Person and certain of its 
transferees will be null and void. If Conectiv is acquired in a 
business combination transaction or 50% or more of its consolidated 
assets or earning power is sold or transferred, exercise of a Right 
will entitle its holder to receive common stock or other equity of the 
acquiring company also having a value equal to twice the Purchase Price 
then in effect.
    In addition, the Plan will also provide that under certain 
circumstances the Board may exchange a Right, in whole or in part, for 
one Unit of Preferred Stock (subject to adjustment), or for other 
securities or assets. These circumstances include any time before an 
Acquiring Person (other than Conectiv and certain related entities) 
acquires 50% or more of the total voting power of all shares of voting 
stock in Conectiv then outstanding.

Redemption and Termination of Rights

    The Plan will provide that Conectiv may redeem all of the Rights at 
a price of $.01 per Right at any time before any person or group 
becomes an Acquiring Person, subject to adjustment (``Redemption 
Price''). Immediately upon the action of the Board electing to redeem 
the Rights, the only right of the holders of Rights will be to receive 
the Redemption Price. Under the Plan, the Rights will expire at the 
close of business on the 10 year anniversary of the Record Date, unless 
earlier redeemed, exchanged or exercised.

Amendments to the Provisions of the Rights Agreement

    If the Board adopts the Plan the terms of the Rights will be 
described in an agreement (``Agreement'') between Conectiv and Conectiv 
Resource Partners, Inc. (``Resources''), as Rights agent (``Rights 
Agent''). Any of the provisions of the Agreement may be amended by the 
Board without the consent of the holders of the Rights. However, the 
Agreement may not be amended on or after the Distribution Date in any 
manner that would adversely affect the interests of holders of Rights 
(other than the interests of an Acquiring Person and certain of its 
transferees).

Terms of the Preferred Stock

    The Preferred Stock will rank junior to all other series of 
Conectiv's preferred stock with respect to payment of dividends and as 
to distribution of assets in liquidation. The value of each Unit of 
Series 1 Preferred Stock is intended to approximate the value of one 
share of the Common Stock and the value of each Unit of a share of 
Series 2 Preferred Stock is intended to approximate the value of one 
share of Class A Common Stock. Accordingly, each share of Preferred 
Stock will generally have a quarterly dividend rate equal to the 
greater of $1.00 or 100 times the per share amount of cash dividends 
declared on the related voting securities.
    The Series 1 Preferred Stock will not be redeemable. Units of 
Series 2 Preferred Stock will be redeemable in certain instances upon 
substantially the same terms and conditions that shares of Class A 
Common Stock may be redeemed, in accordance with Conectiv's restated 
certificate of incorporation. In the event of liquidation, each share 
of the Preferred Stock generally will entitle its holder to receive an 
amount equal to the greater of $1.00 plus accrued and unpaid dividends 
or 100 times the payment to be made for a share of the related voting 
security. Generally, each share of Preferred Stock will vote together 
with the Common Stock, the Class A Common Stock, and any other series 
of preferred stock entitled to vote in a manner and will be entitled to 
100 votes. In the event of any merger or other transaction in which 
shares of the Common Stock and/or Class A Common Stock are exchanged 
for or changed into other property, each share of Preferred Stock will 
be entitled to receive 100 times the amount of the property received on 
the related voting security.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-7369 Filed 3-20-98; 8:45 am]
BILLING CODE 8010-01-M