[Federal Register Volume 63, Number 146 (Thursday, July 30, 1998)]
[Notices]
[Pages 40747-40748]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-20314]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26899; International Series Release No. 1147]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
July 23, 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 August 18, 1998, to this 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 of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After August 18, 1998, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted
to become effective.
The Southern Company, et al. (70-8733)
The Southern Company (``Southern''), a registered holding company,
270 Peachtree Street, N.W., Atlanta, Georgia 30303, and its nonutility
subsidiaries Southern Energy, Inc. (formerly SEI Holdings, Inc.)
(``Southern Energy''), Mobile Energy Services Holdings, Inc.
(``Holdings''), Southern Energy Resources, Inc. (formerly Southern
Energy, Inc.) (``Resources''), Southern Energy North America, Inc.
(``SENA'') and Mobile Energy Services Company, L.L.C. (``MESCA''), each
at 900 Ashwood Parkway, Atlanta, Georgia 30338, have filed a post-
effective amendment under sections 6(a), 7, 9(a), 10, 12(c), 12(d) and
12(f) of the Act and rules 43, 45, and 54 under the Act to an
application-declaration filed under sections 6(a), 7, 9(a), 10, 12(b),
12(f), 13, 32 and 33 of the Act and rules 43, 45 and 54 under the Act.
MESC is a limited liability company established under Alabama law
that owns and operates a dedicated, ``inside-the-fence,'' industrial
cogneration complex in Mobile, Alabama. Holdings, a direct nonutility
subsidiary of Southern, owns 99% of the outstanding membership
interests of MESC, and Resources, an indirect nonutility subsidiary of
Southern, owns the remaining one percent of the membership
interests.\1\ Southern Energy is a direct nonutility subsidiary of
Southern engaged in owning interests in certain businesses, including
qualifying facilities (as defined in the Public Utility Regulatory
Policies Act of 1978). SENA is a direct subsidiary of Southern Energy,
which owns interests in Southern Energy's domestic businesses.
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\1\ Alabama law requires that domestic limited liability
companies have at least two members.
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Applicants propose to restructure the ownership of membership
interests in MESC. Alabama law provides for the bifurcation of
membership interests of limited liability companies into economic
interests and voting interests. Economic interests encompass the right
to share in profits and losses and voting interests include all rights
of management and control. Applicants propose that Holdings and
Resources transfer a 99% economic interest and a 1% voting interest in
MESC to a direct or indirect subsidiary of Southern Energy. Applicants
state that the proposed relocation of economic interest in MESC to a
Southern Energy subsidiary will facilitate evaluations of the
performance of Southern's independent energy portfolio by interested
parties, including the investment community.
Applicants propose to accomplish this restructuring in several
steps. Southern Energy would establish a special purpose subsidiary
(``SE Mobile'') as a vehicle to hold its interests in MESC. Holdings
would exchange its existing membership interests in MESC for two
classes of membership interests, one representing voting interests and
the other nonvoting economic interests. Holdings would then transfer a
98% nonvoting economic interest in MESC to SE Mobile and Resources
would then contribute its one percent economic and voting interest to
SE Mobile. As a result, Holdings would retain its 99% voting interest
and a one percent economic interest in MESC and SE Mobile would own a
99% economic interest and a one percent voting interest in MESC.
The Applicants request authority to complete the restructuring by
June 30, 2000.
UtiliCorp United Inc. (70-9325)
UtiliCorp United Inc. (``UtiliCorp''), 20 West Ninth Street, Kansas
City, Missouri 64105, a Delaware public utility holding company
claiming exemption from registration under rule 10 of the Act, has
filed a declaration under section 3(b) and rules 10 and 11(b)(1) under
the Act.
UtiliCorp is a publicly traded corporation which engages primarily,
through divisions, in the sale and distribution of gas and electrically
to retail and wholesale customers in nine states, Canada, New Zealand
and Australia. UtiliCorp is a public-utility holding company solely
because of its ownership of West Kootenay Power and Light Company,
Limited,\2\ a Canadian public utility company, WEL Energy Group
Limited,\3\ a New Zealand electric utility company, and United Energy
Ltd.,\4\ an Australian electric distribution company. As of December
31, 1997, UtiliCorp had sales of $8.926 billion, earnings before
interest and taxes of $359.1 million and total assets of $5.113
billion.
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\1\ UtiliCorp United Inc., Holding Company Act Release No. 24204
(Oct. 1, 1986).
\2\ UtiliCorp United Inc., Holding Company Act Release No. 25850
(July 8, 1993).
\3\ UtiliCorp United Inc., Holding Company Act Release No. 26353
(Aug. 7, 1995).
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UtiliCorp states that the government of the State of Victoria,
Australia (``Victoria government'') has decided to privatize its
natural gas industry to develop a competitive energy market in order to
facilitate lower gas prices and improved service for consumers. Through
one or more subsidiaries, UtiliCorp proposes to participate in the
bidding process for one or more following seven businesses, each
organized under the laws of Australia and each operating solely in
Australia: (1) Kinetick Energy (``Kinetick''), a retail gas company,
serving the northeastern and western suburbs of Melbourne; (2) Westar
(``Westar''), a gas distribution company, serving the western suburbs
of Melbourne, with fixed assets valued at approximately N.Z. $591.8
million; (3) Ikon Energy (``Ikon''), a gas retail company, operating
primarily in the western central and southeastern suburbs of Melbourne;
(4) Multinet (``Multinet''), a gas distribution company, operating in
the eastern
[[Page 40748]]
metropolitan area of Melbourne, with fixed assets valued at
approximately N.Z. $650.5 million; (5) Energy 21 (``Energy 21''), a gas
retail company, serving eastern Melbourne, the Morningstar Peninsula
and northern and western Victoria; (6) Stratus (``Stratus''), a gas
distribution company, with fixed assets valued at approximately N.Z.
$650.5 million, serving the northern and southeastern suburbs of
Melbourne and the Morningstar Peninsula; and (7) Gas Transmission
Corporation (``GTC''), a gas transmission and supply company (Kinetick,
Westar, Ikon, Multinet, Energy 21, Stratus and GTC collectively,
``Australian Companies'').
The bidding process for the Australian Companies will be conducted
by the Victorian government in two phases, commencing in June 1998 and
ending in November 1998. For purposes of the bidding process, the
paired companies of Kinetik and Westar, Ikon and Multinet, and Energy
21 and Stratus, are regarded as ``stapled'' businesses. UtiliCorp
expects to submit bids for the Australian Companies through one or more
subsidiaries, which may invest as a member of a group on consortium.
For Australian tax considerations, UtiliCorp explains that it may
structure the proposed acquisitions as a series of asset and stock
acquisitions.
UtiliCorp proposes to acquire an equity ownership interest of up
to, but not more than, 50% in one or more of the three stapled
businesses. With respect to GTC, UtiliCorp proposes to acquire a less
than twenty percent interest. UtiliCorp plans to invest no more than
$500 million in any combination of permissible acquisitions under the
bidding rules established by the Victorian government.\5\
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\5\ UtiliCorp expects to acquire the Australian Companies in the
near term using bank borrowings at a subsidiary level, which may
require a guarantee by UtiliCorp or from its existing earnings and/
or debt facilities at the UtiliCorp level. UtiliCorp states that its
obligations are subject to multiple state approvals.
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Neither UtiliCorp nor any corporation owned or controlled by
UtiliCorp is a holding company subject to regulation under the Act or a
subsidiary company of a holding company subject to regulation under the
Act. None of the Australian Companies is a public utility company
operating in the United States. None of the Australian Companies
presently serves, and following the proposed acquisitions by UtiliCorp
none will serve, customers in the United States. None of the Companies
is qualified to do business in any state of the United States; each
operates exclusively within Australia.
UtiliCorp requests an order under section 3(b) of the Act exempting
each of the Australian Companies from all provisions of the Act.
UtiliCorp states that none of the Australian Companies will derive any
material part of its income, directly or indirectly, from sources
within the United States. Further, none of the Australian Companies
will be, or have any subsidiary company which is, a public utility
company operating in the United States. UtiliCorp asserts that rule
10(a)(1) will provide an exemption for UtiliCorp and any subsidiary of
UtiliCorp insofar as they are holding companies of the Australian
Companies. Further, UtiliCorp asserts that rule 11(b)(1), together with
rule 10(a)(1), will provide an exemption from the approval requirements
of sections 9(a)(2) and 10 to which UtiliCorp would otherwise be
subject.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-20314 Filed 7-29-98; 8:45 am]
BILLING CODE 8010-01-M