[Federal Register Volume 63, Number 172 (Friday, September 4, 1998)]
[Notices]
[Pages 47333-47334]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-23852]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26913]


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

August 28, 1998.
    Notice is hereby given that the following filings) 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 September 21, 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 of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After September 21, 1998, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

New England Electric System, et al. (70-9397)

    New England Electric System (``NEES''), a registered holding 
company, and New England Power Company (``NEP''), a wholly owned 
subsidiary of NEES, have filed an application-declaration under 
sections 9(a), 10, and 12 of the Act and rules 43 and 44 under the Act.
    NEP proposes to buy back up to 5 million shares of its common stock 
from NEES, in one or more separate transactions through December 31, 
2000, from the proceeds of the expected sales on September 1, 1998 of 
its nonnuclear generation business to USGen New England, Inc. 
(``Sale''). NEP will receive approximately $1.59 billion plus certain 
reimbursements (approximately $160 million) upon completion of the 
Sale. NEP states that it will use a portion of such proceeds to defease 
its mortgage bond obligations, to retire other debt and preferred stock 
of NEP, to pay state and Federal taxes, and to pay for other 
transactions associated with the divestiture. NEP proposes to reduce 
its common equity, through stock repurchases, in order to keep its 
capital structure balanced.

Jersey Central Power & Light Company, et al. (70-7862)

    Jersey Central Power & Light Company (``JCP&L''), Metropolitan 
Edison Company (``Met-Ed'') and Pennsylvania Electric Company

[[Page 47334]]

(``Penelec''), all located at 2800 Pottsville Pike, Reading 
Pennsylvania 19605 (together, ``GPU Companies''), and each an electric 
utility subsidiary of GPU, Inc., a registered holding company, have 
filed an application under section 6(a), 7, 9(a) and 10 of the Act rule 
54 under the Act.
    By orders dated August 15, 1991 (HCAR No. 25361) and October 25, 
1995 (HCAR No. 26400) (together, ``Orders'') the Commission authorized 
JCP&L, Met-Ed and Penelec to, among other things, acquire an interest 
in nuclear fuel for Three Mile Island Unit 1 nuclear generating station 
(``TMI-1'') and the Oyster Creek nuclear generating station (``Oyster 
Creek''). The GPU Companies jointly own TMI-1 in the following 
percentages: Met-Ed--50%; JCP;L--25%; and Penelec--25%. JCP&L owns 100% 
of Oyster Creek.
    Under the Orders, a nuclear fuel trust was established to be the 
sole stockholder of two nonassociate corporations, TNI-1 Fuel 
Corporation and Oyster Creek Fuel Corporation (together, ``Fuel 
Companies''), which own nuclear fuel assemblies and component parts 
(``Nuclear Material'') for TMI-1 and Oyster Creek. The GPU Companies 
entered into separate lease agreements (``Existing Lease Agreements'') 
with the Fuel Companies to pay for the use of the Nuclear Material for 
TMI-1 and Oyster Creek.
    The Existing Lease Agreements provide for an initial term of up to 
20 years, subject to early termination on the occurrence of certain 
events. Under the Existing Lease Agreements, each GPU Company pays to 
the lessor a monthly rental payment consisting of two components. The 
first is an amount based on the rate of nuclear fuel consumption. The 
second component, which is payable on the unamortized cost of the 
Nuclear Material, is based on the rates on outstanding notes or 
commercial paper issued by the Fuel Companies. The Fuel Companies' 
commercial paper credit is enhanced by the issuance by the Union Bank 
of Switzerland (``UBS'') of letters of credit (``LCs'') in an aggregate 
face amount of up to $210 million outstanding at any one time. Each 
Fuel Company has agreed to reimburse UBS for any drawings it makes 
under the LCs, in accordance with existing credit facilities between 
UBS and the Fuel Companies.
    The GPU Companies and the Fuel Companies have obtained a commitment 
for a new credit facility with The First National Bank of Chicago and 
PNC Bank, N.A. (``New Credit Facilities''). The New Credit Facilities 
provide for aggregate borrowings by the Fuel Companies of up to $190 
million under a revolving note credit facility or through the sale of 
commercial paper. The GPU Companies now propose to amend the Existing 
Lease Agreements to conform its provisions with those of the New Credit 
Facilities.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-23852 Filed 9-3-98; 8:45 am]
BILLING CODE 8010-01-M