[Federal Register Volume 63, Number 201 (Monday, October 19, 1998)]
[Notices]
[Pages 55904-55907]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-27910]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26926]


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

October 9, 1998.
    Notice is hereby giving 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) and any amendment is/are available for public 
inspection through the Commission's Office of Public Reference.

[[Page 55905]]

    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by November 3, 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 
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 November 3, 1998, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Columbia Energy Group, et al. (70-9139)

    Columbia Energy Group (``Columbia''), a registered holding company, 
Columbia's service company subsidiary, Columbia Energy Group Service 
Corporation, Columbia's liquified natural gas subsidiaries, Columbia 
LNG Corporation and CLNG Corporation, Columbia's trading subsidiary, 
Columbia Atlantic Trading Corporation, Columbia's energy services and 
marketing subsidiaries, Columbia Energy Services Corporation, Columbia 
Assurance Agency, Inc., Columbia Energy Marketing Corporation, Columbia 
Energy Power Marketing Corporation, Columbia Service Partners, Inc., 
Energy.COM Corporation, Columbia Deep Water Services Company, and 
Columbia Energy Group Capital Corporation, all located at 13880 Dulles 
Corner Lane, Herndon, Virginia 20171-4600, Columbia's exploration and 
production subsidiaries, Columbia Natural Resources, Inc., Alamco, 
Inc., Alamco-Delaware, Inc., Hawg Hauling & Disposal, Inc., and 
Columbia Natural Resources Canada, Ltd., all located at 900 
Pennsylvania Avenue, Charleston, West Virginia 25302, Columbia's gas 
transmission subsidiaries, Columbia Gas Transmission Corporation, 12801 
Fair Lakes Parkway, Fairfax, Virginia 22030-0146, and Columbia Gas Gulf 
Transmission Company, 2603 Augusta, Suite 125, Houston, Texas 77057, 
Columbia's network services subsidiaries, Columbia Network Services 
Corporation and CNS Microwave, Inc., both located at 1600 Dublin Road, 
Columbus, Ohio 43215-1082, Columbia's propane distribution subsidiary, 
Columbia Propane Corporation, 9200 Arboretum Parkway, Suite 140, 
Richmond, Virginia 23236, Columbia's captive insurance subsidiary, 
Columbia Insurance Corporation, Ltd., Craig Appin House, 8 Wesley 
Street, Hamilton HM EX, Bermuda, and Columbia's other subsidiaries, 
Columbia Electric Corporation, Tristar Pedrick Limited Corporation, 
Tristar Pedrick General Corporation, Tristar Binghamton Limited 
Corporation, Tristar Binghamton General Corporation, Tristar Vineland 
Limited Corporation, Tristar Vineland General Corporation, Tristar 
Rumford Limited Corporation, Tristar Georgetown General Corporation, 
Tristar Georgetown Limited Corporation, Tristar Fuel Cells Corporation, 
TVC Nine Corporation, TVC Ten Corporation and Tristar System, Inc., all 
located at 13880 Dulles Corner Lane, Herndon, Virginia 20171-4600, have 
filed an application-declaration under sections 6(a)(2), 7, 9(a), 10, 
and 12(c) under the Act and rules 42, 43, 46, and 54 under the Act.
    Columbia requests authorization to acquire the securities of, or an 
interest in, one or more entities primarily engaged in the exploration, 
development, production, manufacture, storage, transportation or supply 
of natural gas or synthetic gas within the United States and for these 
entities to receive an exemption from the Act under rule 16 under the 
Act. Columbia represents that each of the entities it proposes to 
acquire (as stated in rule 16): (1) will not be a ``public utility 
company'' as defined in section 2(a)(5) of the Act; (2) will be or has 
been organized to engage primarily in the exploration, development, 
production, manufacture, storage, transportation or supply of natural 
or synthetic gas; and (3) will not have more than 50% of its voting 
securities or other voting interests owned, directly or indirectly, by 
one or more registered holding companies. Columbia further represents 
that its investments will be limited to entities which satisfy the 
definition of ``gas-related company'' for purposes of rule 58 under the 
Act.
    Columbia's nonutility subsidiaries \1\ propose to amend their 
certificates of incorporation to change the par value of equity 
securities directly or indirectly held by Columbia, and to declare and 
pay dividends to Columbia out of capital thus created or otherwise 
existing, to the extent permitted by state law.
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    \1\ Columbia's nonutility subsidiaries are all subsidiaries 
other than its gas distribution subsidiaries, namely, Columbia Gas 
of Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia Gas of 
Ohio, Inc., Columbia Gas of Pennsylvania, Inc., and Columbia Gas of 
Virginia, Inc.
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Montaup Electric Co., et al. (70-9357)

    Montaup Electric Company (``Montaup''), P.O. Box 2333, Boston, 
Massachusetts 02107, and Eastern Edison Company (``Eastern Edison''), 
750 West Center Street, West Bridgewater, Massachusetts 02379, each an 
electric utility subsidiary company of Eastern Utilities Associates 
(``EUA''), a registered holding company, have filed a declaration under 
section 12(c) of the Act and rules 42, 46, and 54 under the Act.
    Montaup proposes, from time to time through December 31, 2003, to 
redeem or acquire and retire up to an aggregate amount of $235 million 
of its outstanding debenture bonds, preferred stock, or common stock 
(``Montaup Securities'') from Eastern Edison. The redemption price for 
debenture bonds will be the principal amount plus accrued interest. The 
repurchase price for Montaup's preferred stock and common stock will be 
their original purchase price. All of the Montaup Securities are issued 
in the name of, and beneficially owned by, Eastern Edison.
    Montaup proposes to finance these redemptions and repurchases with: 
(1) Proceeds from the divestiture of its generation assets which are 
being sold in accordance with applicable orders of the Federal Energy 
Regulatory Commission, the Massachusetts Department of 
Telecommunications and Energy, and the Rhode Island Public Utilities 
Commission; (2) proceeds from a possible securitization financing or 
conventional financing; (3) cash flow; and (4) borrowings under other 
available credit facilities.
    Eastern Edison proposes, from time to time through December 31, 
2003, to repurchase and retire, in one or more transactions, up to an 
aggregate amount of $50 million of its outstanding common stock from 
EUA. The repurchase price for Eastern Edison's common stock will be the 
original issue price. Eastern Edison currently has outstanding 
2,891,357 shares of common stock, all of which are owned by EUA.
    Eastern Edison proposes to finance these acquisitions with: (1) 
Cash flow; (2) the proceeds from credit facilities; and (3) the 
proceeds from the redemption and repurchase of the Montaup Securities. 
The proceeds from the redemption and repurchase of Montaup Securities 
are initially required to be deposited with the Trustee under the 
Indenture of First Mortgage and Deed of Trust of Eastern Edison dated 
September 1, 1948 (``Eastern Indenture''). To the extent these proceeds 
are not used to redeem

[[Page 55906]]

first mortgage bonds issued under the Eastern Indenture, Eastern Edison 
will obtain their release through the use of available bond credits, as 
defined in Section 8.03 of the Eastern Indenture, or by the use of 
available net additions, as defined in Section 8.02 of the Eastern 
Indenture.
    In addition, Eastern Edison requests authorization to pay dividends 
up to an aggregate amount of $50 million out of capital and unearned 
surplus, and Montaup requests authorization to pay dividends up to an 
aggregate amount of $30 million out of capital and unearned surplus.

GPU, Inc. (70-9351)

    GPU, Inc. (``GPU''), 300 Madison Avenue, Morristown, New Jersey 
07962, a registered holding company, has filed an application-
declaration under sections 6(a), 7, 9(a), 10 and 12(c) of the Act and 
rules 42 and 54 under the Act.
    GPU proposes to adopt a stockholder rights plan (``Plan'') and to 
enter into a Rights Agreement (``Agreement'') with Chase Mellon 
Shareholder Services, Inc. (``Rights Agent''). Under the Plan, GPU's 
Board of Directors (``Board'') proposes to declare a dividend of one 
right (``Right'') for each outstanding share of GPU common stock, $2.50 
par value (``Common Stock''), payable to stockholders of record on the 
tenth business day after the Commission has issued an order requested 
by this application-declaration (``Record Date''). Each Right would 
entitle the holder to purchase one-tenth of a share of Common Stock at 
a price of $120 per whole share of Common Stock, subject to adjustment 
(``Purchase Price''). Under the Agreement, the Rights will be created 
and issued to stockholders by the Rights Agent.
    Initially under the Agreement, the Rights will not be exercisable 
and will be evidenced by, and traded with, the Common Stock 
certificates outstanding on the Record Date. They may be exercised on 
the Distribution Date, which is defined in the Agreement as the earlier 
of: (1)( ten days after the first public announcement that any person 
or group has acquired beneficial ownership of 10% or more of Common 
Stock (``Acquiring Person''), without Board approval (``Acquisition 
Event'') and (2) ten business days, unless extended by the Broad, after 
any person or group has commenced a tender or exchange offer which 
would, upon its consummation, result in the person or group becoming an 
Acquiring Person (this event together with an Acquisition Event, 
``Triggering Events''). On the occurrence of either Triggering Event, 
each Right will be evidenced by a Right Certificate, which may then be 
traded independently of the Common Stock.
    In the event that a person becomes an Acquiring Person, Right 
holders will have the right to receive Common Stock (or, in certain 
circumstances, cash, property or other GPU securities) having a value 
equal to two times the effective Purchase Price (``Discount Purchase 
Price''). If after the occurrence of an Acquisition Event, GPU is 
acquired by another person or entity not controlled by GPU or 50% of 
GPU's consolidated assets or earning power are sold or transferred to 
another person or entity not controlled by GPU, each Right holder may 
exercise a Right and receive for each Right the common stock of the 
acquiring company at the Discount Purchase Price. If a Triggering Event 
occurs, all Rights that are, and under certain circumstances were, held 
by an Acquiring Person become null and void.
    The terms of the Rights may be amended by the Board without the 
consent of Right holders prior to the Distribution Date in any manner. 
After the Distribution Date, the Board generally may amend the terms to 
cure ambiguities and alter the Agreement to correct or conform 
defective provisions consistent with the interests of holders. The 
Purchase Price payable, and the number of shares of Common Stock or 
other securities issuable, on the exercise of the Rights may be 
adjusted by the Board from time to time to prevent dilution under 
particular circumstances. With certain exceptions, no adjustment in the 
Purchase Price will be required unless the adjustment would result in a 
one percent or more change in the Purchase Price.
    GPU may redeem the Rights, as a whole, at an adjustable price of 
$.001 per Right, at any time prior to the date that any person has 
become an Acquiring Person or the Right's expiration date, August 6, 
2008. At any time after any person or group becomes an Acquiring Person 
and before any other person or group, other than GPU and certain 
related entities, becomes the beneficial owner of 50% or more of the 
outstanding shares of Common Stock, the Board may direct the exchange 
of shares of Common Stock for all or any part of the Rights. The 
exchange rate would be the lesser of (i) three shares of Common Stock 
per Right, as adjusted and (ii) a pro rata portion of the total number 
of shares of Common Stock then available for issuance.

American Electric Power Co., et al. (70-8779)

    American Electric Power Company, Inc. (``AEP''), a registered 
holding company, its nonutility subsidiary, American Electric Power 
Service Corporation, both of 1 Riverside Plaza, Columbus, Ohio, 43215, 
and AEP's eight wholly owned electric utility subsidiary companies, 
Appalachian Power Company and Kingsport Power Company, both of 40 
Franklin Road, SW, Roanoke, Virginia 24011, Columbus Southern Power 
Company, 215 North Front Street, Columbus, Ohio, 43215, Indian Michigan 
Power Company, One Summit Square, P.O. Box 60, Fort Wayne, Indian, 
46801, Kentucky Power Company, 1701 Central Avenue, Ashland, Kentucky, 
41101, Ohio Power Company, 301 Cleveland Avenue, S.W., Canton, Ohio, 
44701, AEP Generating Company, 1 Riverside Plaza, Columbus, Ohio, 
43215, Wheeling Power Company, 51 Sixteenth St., Wheeling, West 
Virginia, 26003 and AEP Energy Service, Inc., a nonutility subsidiary 
company of AEP (``AEP Energy'') 1 Riverside Plaza, Columbus, Ohio, 
43215, have filed a post-effective amendment to an application-
declaration filed under section 6(a), 7, 9(a), 10, 12(b) and 13(b) of 
the Act and rules 45, 54 90 and 91 under the Act.
    By orders dated September 13, 1996 (HCAR No. 26572) and September 
27, 1996 (HCAR No. 26583) (``September Orders''), AEP was authorized to 
form one or more direct or indirect nonutility subsidiaries (``New 
Subsidiaries'') to broker and market electric power, natural and 
manufactured gas, emission allowances, coal, oil, refined petroleum 
products and natural gas liquids (``Energy Commodities''). As a result 
of the authorization granted in the September Orders, AEP formed AEP 
Energy. The Commission also authorized AEP to guarantee through 
December 31, 2000 up to $50 million of debt and up to $200 million of 
other obligations of the New Subsidiaries (``Guarantee Authority''). 
Subsequently, by order dated May 2, 1997 (HCAR No. 26713) (``May 
Order'') the Commission expanded the Guarantee Authority so that AEP 
could guarantee the debt and other obligations of the New Subsidiaries 
for all energy-related company activities and the debt and other 
obligations of any subsidiary acquired or established.
    Applicants now purpose to extend the period of the Guarantee 
Authority authorization through December 31, 20001 and to increase the 
Guarantee Authority of debt from $50 million up to $100 million under 
the terms and conditions stated in the September Orders and May Order. 
Additionally, Applicants seek authority for AEP Energy and the New 
Subsidiaries to broker and market Energy Commodities at wholesale and 
retain in Canada.


[[Page 55907]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-27910 Filed 10-16-98; 8:45 am]
BILLING CODE 8010-01-M