[Federal Register Volume 63, Number 132 (Friday, July 10, 1998)]
[Notices]
[Pages 37422-37423]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-18293]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26892]


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

July 2, 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 under the Act. 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 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 July 28, 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 
should identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified on any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After July 28, 1998, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Appalachian Power Company (70-5503)

    Appalachian Power Company (``Appalachian''), 40 Franklin Road, 
S.W., Roanoke, Virginia 24011, an electric utility subsidiary of 
American Electric Power Company, Inc., a registered holding company, 
has filed a post-effective amendment to its application-declaration 
under sections 9(a), 10 and 12(d) of the Act and rules 44 and 54 under 
the Act.
    By order dated December 10, 1974 (HCAR No. 18703), the Commission 
authorized Appalachian, among other things, to enter into an agreement 
of sale (``Agreement'') with the Industrial Development Authority of 
Russell County, Virginia (``Authority''), concerning the financing of 
pollution control facilities (``Facilities'') at Appalachian's Glen Lyn 
and Clinch River plants. Under the Agreement, the Authority may issue 
and sell its pollution control revenue bonds (``Revenue Bonds'') or 
pollution control refunding bonds (``Refunding Bonds'' and, together 
with Revenue Bonds, ``Bonds''), in one or more series, and deposit the 
proceeds with the trustee (``Trustee'') under an indenture 
(``Indenture'') entered into between the Authority and the Trustee. The 
Trustee applies the proceeds to the payment of the costs of 
construction of the Facilities or, in the case of proceeds from the 
sale of Refunding Bonds, to the payment of principal, premium (if any) 
and/or interest on Bonds to be refunded.
    The same order also authorized Appalachian to convey an undivided 
interest in a portion of the Facilities to the Authority, and to 
reacquire that interest under an installment sales arrangement (``Sales 
Agreement'') requiring Appalachian to pay as the purchase price semi-
annual installments in an amount that, together with other funds held 
by the Trustee under the Indenture for that purpose, will enable the 
Authority to pay, when due, the interest and principal on the Bonds. To 
date, the Authority has issued and sold seven series of Bonds in an 
aggregate principal amount of $101.74 million of which $37.0 million 
presently are outstanding.
    The Authority now intends to issue and sell its Series H Refunding 
Bonds in the aggregate principal amount of $19.5 million, the proceeds 
of which will be used to provide for the principal and interest 
payments required for the refunding, at their stated maturity on 
November 1, 1998, of the Authority's 7\1/4\% Series F Refunding Bonds. 
Appalachian expects that the Series H Refunding Bonds will be issued 
under and secured by the Indenture and a seventh supplemental 
indenture, will bear interest semi-annually at a rate of interest not 
exceeding 8% per year and will mature at a date not more than thirty 
years from the date of issuance. Appalachian proposes to enter into an 
amended Sales Agreement in connection with the Series H Refunding Bonds 
under essentially the same terms and conditions of the original Sales 
Agreement. Appalachian may provide some form of credit enhancement in 
connection with the issuance and sale of

[[Page 37423]]

the Series H Refunding Bonds and pay a related fee.

Eastern Enterprises  (70-9195)

    Eastern Enterprises (``Eastern''), 9 Riverside Road, Weston, 
Massachusetts 02139, a public utility holding company exempt by order 
under section 3(a)(1) of the Act has filed an application under 
sections 3(a)(1), 9(a)(2) and 10 of the Act.
    Eastern proposes to acquire all of the issued and outstanding 
voting securities of Essex County Gas Company (``Essex''), a gas public 
utility company. To accomplish the acquisition, Eastern and Essex have 
entered into an Agreement and Plan of Merger, dated as of December 19, 
1997 (``Agreement''). The Agreement provides, among other things, that 
a special purpose subsidiary of Eastern (``NEWCO'') will merge with and 
into Essex. Shares of NEWCO will be converted into shares of new common 
stock of Essex, which will become a wholly owned subsidiary of Eastern. 
Each outstanding share of Essex will be converted into 1.183985 shares 
of Eastern common stock, subject to adjustment under certain 
circumstances based on the average market price for a specified period 
prior to closing. The stockholders of Essex will become stockholders of 
Eastern. Outstanding debt securities of Essex will not be affected and 
will remain outstanding on the same terms and conditions.
    The trustees of Eastern approved the merger at a meeting held on 
December 12, 1997. No approval of Eastern's shareholders is required. 
The board of directors of Essex approved the merger at a meeting held 
on December 19, 1997. The shareholders of Essex voted to approve the 
Merger at a meeting held on June 24, 1998.
    Eastern's sole utility subsidiary, Boston Gas Company (``Boston 
Gas''), serves approximately 530,000 gas retail customers, all in 
Massachusetts.\1\ Essex serves approximately 42,000 gas retail 
customers entirely in eastern Massachusetts. The service territories of 
Eastern and Essex are contiguous. Eastern's net earnings for the twelve 
months ended December 31, 1997 were $51,950,000 on revenues of 
$970,204,000. Eastern's nonutility subsidiaries contributed 
$269,259,000, approximately 27.8% of total revenues during this period. 
Essex's net earnings for the twelve months ended August 31, 1997, were 
$3,966,519 on revenues of $53,534,734, substantially all of which were 
provided by its utility operations. Both Eastern and Essex are subject 
to the retail ratemaking jurisdiction of the Massachusetts Department 
of Telecommunications and Energy.
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    \1\ Boston Gas has an active wholly owned nonutility subsidiary, 
Massachusetts LNG Incorporated, which holds title to a liquid 
natural gas storage facility.
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    Eastern has several direct nonutility subsidiaries. These include: 
Midland Enterprises Inc. (``Midland''), AllEnergy Marketing Company, 
Inc., AMR Data Corporation, Boston Gas Services, Inc., Eastern 
Associated Capital Corp., Eastern Associated Securities Corp., Eastern 
Energy Systems Corp., Eastern Enterprises Foundation, Eastern Rivermoor 
Company, Inc., Eastern Urban Services, Inc., Mystic Steamship 
Corporation, PCC Land Company, Inc., Philadelphia Coke Co., Inc., 
ServiceEdge Partners, Inc., Water Products Group Incorporated, and 
Western Associated Energy Corp.\2\ Midland and its subsidiaries \3\ are 
engaged in river barge transportation services and related support 
activities. The other nonutility subsidiaries are engaged in investment 
activities, real estate activities, installing and servicing HVAC 
equipment, automated meter reading services, and ownership of liquid 
natural gas storage facilities.
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    \2\ AllEnergy Marketing Company, Inc., Boston Gas Services, 
Inc., Eastern Energy Systems Corp., Eastern Urban Services, Inc., 
Mystic Steamship Corporation, Philadelphia Coke Co., Inc., Water 
Products Group Incorporated, and Western Associated Energy Corp. are 
inactive.
    \3\ Midland's subsidiaries include: Capital Marine Supply, Inc., 
Chotin Transportation, Inc., Eastern Associated Terminals Company, 
Federal Barge Lines, Inc., Hartley Marine Corp., Minnesota Harbor 
Service, Inc., The Ohio River Company, The Ohio River Company 
Traffic Division, Inc., The Ohio River Terminals Company, Orgulf 
Transport Co., Orsouth Transport Co., Port Allen Marine Service, 
Inc., Red Circle Transport Co., River Fleets, Inc., and West 
Virginia Terminals, Inc. Federal Barge Lines, Inc. is inactive. 
Midland and its active subsidiaries are engaged in river barge 
transportation services and related support activities.
    Midlands also has an inactive nonutility subsidiary, Federal 
Barge Lines, Inc.
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    Essex has two nonutility subsidiaries, LNG Storage, Inc. (``LNG'') 
and Northern Energy Company, Inc. (``Northern''). LNG owns a liquid 
natural gas storage facility. Northern is inactive.
    In addition, Eastern requests an order granting it an exemption 
under section 3(a)(1) of the Act following the Merger. Eastern asserts 
that upon consummation of Merger, Eastern will continue to satisfy the 
requirements for an exemption under section 3(a)(1). Eastern states 
that it and its public utility subsidiaries, currently are, and will 
continue to be, predominately intrastate in character and will continue 
to carry on their businesses substantially in Massachusetts.
    For the Commission, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-18293 Filed 7-9-98; 8:45 am]
BILLING CODE 8010-01-M