[Federal Register Volume 63, Number 205 (Friday, October 23, 1998)]
[Notices]
[Pages 56954-56956]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-28423]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26928]


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

October 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 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.
    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 10, 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 the 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 10, 1998, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

American Electric Power Company, Inc., et al. (70-8307)

    American Electric Power Company, Inc. (``AEP''), a registered 
holding company, and AEP Resources Service Company, Inc. 
(``Resources''), a wholly owned service company subsidiary of AEP, 
(formerly AEP Energy Services, Inc.), both located at 1 Riverside 
Plaza, Columbus, Ohio 43215, have filed a post-effective amendment with 
the Commission under sections 6(a), 7, 9(a), 10 and 12(b) of the Act 
and rules 45 and 54 under the Act.
    By orders dated April 5, 1995 and December 28, 1998 (HCAR Nos. 
26267 and 26442, respectively) (``Orders'') the Commission authorized 
AEP, through its direct and indirect subsidiaries, to engage in 
development activities (including preliminary studies, research, 
investigation and consulting) pertaining to independent power 
facilities, including, among other things, exempt wholesale generators 
and foreign utility companies. The Orders also authorized AEP to: (1) 
Guarantee the debt of Resources in an amount not to exceed $51 million; 
and (2) issue guarantees and assumptions of liability on behalf of 
Resources to third parties in an aggregate amount not to exceed $200 
million (collectively, ``Guarantee Authority'').
    AEP now requests that the Commission extend the Guarantee Authority 
from December 31, 1998 through December 31, 2001 under the terms and 
conditions stated in the Orders.

Columbia Energy Group, et al. (70-9359)

    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 
Energy Power Marketing Corporation, Columbia Energy Marketing 
Corporation, Energy.COM Corporation, Columbia Service Partners, Inc., 
Columbia Assurance Agency, Inc., Columbia Energy Group Capital 
Corporation, and Columbia Deep Water Services, 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., Phoenix-Alamco Ventures, L.L.C., Clarkburg Gas, L.P., 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 22030-0416, Columbia Gulf 
Transmission Company, 2603 Augusta, Suite 125, Houston, Texas 77057, 
and Columbia's distribution subsidiaries, Columbia Gas of Kentucky, 
Inc., Columbia Gas of Ohio Inc., Columbia Gas of Maryland, Inc., 
Columbia Gas of Pennsylvania, Inc., and Columbia Gas of Virginia, all 
located at 200 Civic Center Drive, Columbus, Ohio 42315, Columbia's 
network service subsidiaries, Columbia Network Services Corporation and 
CNS Microwave, both located at 1600 Dublin Road, Columbus, Ohio 43215-
1082, Columbia's propane distribution subsidiary, Columbia Propane 
Corporation, at 9200 Arboretum Parkway, Suite 140, Richmond, Virginia 
23236, and Columbia's other subsidiaries, Columbia Electric 
Corporation, Tristar Pedrick Limited Corporation, Tristar Pedrick 
General Corporation, Tristar Binghamton General Corporation, Tristar 
Binghamton Limited 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), 7, 9(a), 10, 12(b) and 
12(c) of the Act and rules 42, 45 and 54.
    By Commission order dated December 23, 1996 (HCAR No. 26634) 
(``Omnibus Financing Order''), Columbia was authorized to engage in a 
wide range of financing transactions through December 31, 2001, 
including long-term debt and equity financing in the amount not to 
exceed $5 billion outstanding at any one time, subject to certain terms 
and conditions. Columbia now proposes, through December 31, 2003, to 
expand the Omnibus Financing Order and specifically request 
authorization to increase its long-term intrasystem financing authority 
to an amount not to exceed $7 billion, under the terms and conditions 
stated in the Omnibus Financing Order. The long-term financing could 
include the issuances of a combination of debentures (which may be in 
the form of medium-term notes), common stock, preferred stock, and 
other equity and debt securities. The long-term debt securities could 
include convertible debt, subordinated debt, bank borrowing, and 
securities with call and put options.
    The Omnibus Financing Order also authorized Columbia to enter into 
guarantee arrangements, obtain letters of credit, and otherwise provide 
credit support for its respective subsidiaries in amounts of up to $500 
million (``Guarantees'') through December 31, 2001. By Commission order 
dated November 18, 1997 (HCAR No. 26780), the Guarantee authority was 
increased to $2 billion. Columbia now proposes, through December 31, 
2003, to increase the amount of its Guarantee authority to $5 billion 
under the terms and

[[Page 56955]]

conditions stated in the Omnibus Financing Order.
    Columbia notes that, as of June 30, 1998, there were outstanding 
guarantees and letters of credit totaling approximately $725 million in 
connection with the operations of Columbia Energy Services Corporation 
(the gas marketing subsidiary) and Columbia Energy Power Marketing 
Corporation (the power marketing subsidiary).
    Columbia also requests authorization to acquire, retire and redeem 
securities that it has issued to an associate company, an affiliate, or 
an affiliate of an associate company.

The Southern Company (70-9335)

    The Southern Company (``Southern''), 270 Peachtree Street, NW, 
Atlanta, Georgia 30303, a registered holding company under the Act, has 
filed an application-declaration (the ``Application'') under sections 
6(a), 7, 9(a), 10, 12(b), 12(c), 12(f), 32 and 33 of the Act and rules 
42, 45, 46 and 53 under the Act.
    Southern seeks authorization to organize and acquire all of the 
common stock of one or more subsidiaries (collectively, the ``Financing 
Subsidiary'') \1\ to effect various financing transactions (``Financing 
Transactions'') through September 30, 2003. Southern expects the 
Financing Transactions to include the issuance and sale of up to an 
aggregate of $1.5 billion in any combination of preferred securities, 
debt securities, stock purchase contracts and stock purchase units. 
Southern further proposes to effect directly (i.e., without the 
Financing Subsidiary) any Financing Transaction.
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    \1\ Southern also proposes to acquire as a Finance Subsidiary 
Southern Company Capital Funding, Inc., currently a wholly owned 
subsidiary of Southern Energy, Inc.
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    Southern proposes to acquire all of the outstanding shares of 
common stock of the Financing Subsidiary for amounts (inclusive of 
capital contributions that may be made to the Financing Subsidiary by 
Southern) aggregating up to 35% of the total capitalization of the 
Financing Subsidiary. The business of the Financing Subsidiary will be 
limited to effecting financing transactions for Southern and its 
affiliates. In connection with the financing transactions, Southern 
will propose to enter into one or more guarantee or other credit 
support agreements in favor of the Financing Subsidiary.
    Southern also proposes to organize, or have the Financing 
Subsidiary organize, one or more separate special purpose subsidiaries 
(``Special Purpose Subsidiaries'') as any one or any combination of (a) 
a limited liability company, (b) a limited partnership, (c) a business 
trust or (d) any other entity or structure, foreign or domestic, that 
Southern considers advantageous.
    The respective Special Purpose Subsidiaries then will issue and 
sell preferred securities (``Preferred Securities''), with a specified 
par or stated value or liquidation preference per security. Southern or 
the Financing Subsidiary will acquire all of the common stock or all of 
the general partnership or other common equity interests, as the case 
may be, of any Special Purpose Subsidiary for an amount up to 21% of 
the total equity capitalization of the Special Purpose Subsidiary.\2\ 
The aggregate of the investment by Southern, the Financing Subsidiary 
and/or an Investment Sub shall be referred to as the ``Equity 
Contribution.'' The Financing Subsidiary may issue and sell to any 
Special Purpose Subsidiary, in one or more series, subordinated 
debentures, promissory notes or other debt instruments (``Notes'') 
governed by an indenture or other document. The Special Purpose 
Subsidiary will apply both the Equity Contribution made to it and the 
proceeds from the sale of Preferred Securities by it to purchase Notes.
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    \2\ If the Special Purpose Subsidiary is organized under an LLC 
Act that requires at least two members, Southern or the Financing 
Subsidiary may organize a second special purpose subsidiary 
(``Investment Sub'') to acquire and hold Special Purpose Subsidiary 
membership interests. In this case, the Investment Sub may acquire 
all of the common stock, general partnership or other common equity 
interests of the Special Purpose Subsidiary.
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    Alternatively, the Financing Subsidiary may enter into a loan 
agreement or agreements with any Special Purpose Subsidiary. Under 
these agreements, the Special Purpose Subsidiary will loan to the 
Financing Subsidiary (``Loans'') both the Equity Contribution and the 
proceeds from the sale of the Preferred Securities. The Financing 
Subsidiary will issue to the Special Purpose Subsidiary Notes 
evidencing the Loans.\3\
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    \3\ Each Note will have a term of up to 50 years. Prior to 
maturity, the Financing Subsidiary will pay interest only on the 
Notes at a rate equal to the dividend or distribution rate on the 
related series of Preferred Securities. The dividend or distribution 
rate may be either a fixed rate or an adjustable rate to be 
determined on a periodic basis by auction or remarketing procedures, 
in accordance with a formula or formulae based upon certain 
reference rates, or by other predetermined methods. The interest 
payments will constitute each Prospective Special Purpose 
Subsidiary's only income and will be used by it to pay dividends or 
distributions on the Preferred Securities issued by it and dividends 
or distributions on the common stock or the general partnership or 
other common equity interests of the Special Purpose Subsidiary. The 
Preferred Securities may be convertible or exchangeable into common 
stock of Southern.
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    Southern also proposes that it or the Financing Subsidiary 
guarantee (``Guaranties'') (i) payment of dividends or distributions on 
the Preferred Securities of any Special Purpose Subsidiary if and to 
the extent the Special Purpose Subsidiary has funds legally available 
for this purpose, (ii) payments to the Preferred Securities holders of 
amounts due upon liquidation of the Special Purpose Subsidiary or 
redemption of the preferred Securities of the Special Purpose 
Subsidiary, and (iii) certain additional amounts that may be payable in 
respect of the Preferred Securities.
    The Notes and related Guaranties will be subordinate to all other 
existing and future subordinated indebtedness for borrowed money of the 
Financing Subsidiary and may have no cross-default provisions with 
respect to other indebtedness of the Financing Subsidiary--i.e., a 
default under any other outstanding indebtedness of the Financing 
Subsidiary would not result in a default under any Note or Guaranty.
    Southern proposes that, in addition to, or as an alternative to, 
any Preferred Securities financing described above, the Financing 
Subsidiary may issue and sell Notes directly to investors without an 
intervening Special Purpose Subsidiary. Southern proposes that these 
Notes will be unsecured, may be either senior or subordinated 
obligations of the Financing Subsidiary, may be convertible or 
exchangeable into common stock of Southern or Preferred Securities, but 
otherwise will have terms and provisions substantially as described 
above (``Debt Securities'').
    Southern also proposes that the Financing Subsidiary may issue and 
sell shares of its preferred stock (``Preferred Stock''). Any issuance 
of preferred Stock will have a specified par or stated value per share. 
In accordance with applicable state law, the Preferred Stock will have 
the voting powers, designations, preferences, rights and 
qualifications, limitations or restrictions as stated and expressed in 
the resolutions providing for the issue duly adopted by the board of 
directors of the Financing Subsidiary. These rights may include rights 
of conversion or exchange into common stock of Southern or Preferred 
Securities.
    Southern further proposes that the Financing Subsidiary may issue 
and sell stock purchase contracts (``Stock Purchase Contracts''), 
including contracts obligating holders to purchase

[[Page 56956]]

from Southern, and Southern to sell to the holders, a specified number 
of shares of common stock of Southern at a future date or dates. The 
consideration per share of common stock may be fixed at the time the 
Stock Purchase Contracts are issued or may be determined by reference 
to a specific formula set forth in the Stock Purchase Contracts. The 
Stock Purchase Contracts may be issued separately or as a part of units 
(``Stock Purchase Units'') consisting of a Stock Purchase Contract and 
Debt Securities, Preferred Securities or other debt obligations of 
third parties, including U.S. Treasury securities, securing holders' 
obligations to purchase the common stock of Southern under the Stock 
Purchase Contracts. The Stock Purchase Contracts may require Southern 
or the Financing Subsidiary to make periodic payments to the holders of 
the Stock Purchase Units or vice versa, and the payments may be 
unsecured or prefunded on some basis.
    Southern also proposes that the proceeds of the Preferred 
Securities, Debt Securities, Preferred Stock, Stock Purchase Contracts 
and Stock Purchase Units may be utilized to pay dividends to Southern 
to the extent that may be permitted under the Act and applicable state 
law, to acquire the securities of associate companies in transactions 
that are exempt from section 9(a)(1) of the Act under rule 52(d), to 
make capital contributions or open account advances to subsidiaries in 
transactions that are exempt from section 12(b) of the Act under rule 
45(b)(4), to acquire the securities of one or more ``exempt wholesale 
generators'' (``EWGs''), ``foreign utility companies'' (``FUCOs'') or 
``exempt telecommunications companies,'' and as authorized by 
Commission orders or as permitted under other rules of general 
applicability (including general corporate purposes such as repayment 
of indebtedness).

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-28423 Filed 10-22-98; 8:45 am]
BILLING CODE 8010-01-M