[Federal Register Volume 64, Number 48 (Friday, March 12, 1999)]
[Notices]
[Pages 12397-12398]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-6130]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26988]


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

March 5, 1999.
    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 
applications(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 March 30, 1999, 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 March 30, 1999, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Ohio Power Company (70-6373)

    Ohio Power Company (``Ohio Power''), 301 Cleveland Avenue, S.W., 
Canton, Ohio 44702, an electric utility subsidiary of American Electric 
Power Company, Inc., a registered holding company, has filed a post-
effective amendment under sections 6(a), 7, 9(a), 10, and 12(d) of the 
Act and rules 44 and 54 under the Act.
    By order dated November 26, 1979 (HCAR No. 21308), Ohio Power was 
authorized to transfer to, and subsequently reacquire from, the Ohio 
Air Quality Development Authority (``Authority'') certain pollution 
control facilities at its cardinal and Muskingum River Generating 
Stations (``Project'') under an installment sale agreement 
(``Agreement'') between Ohio Power and the Authority. On November 28, 
1979, the Authority issued $50 million of State of Ohio Air Quality 
Development Revenue Bonds, Series A (``Series A Bonds'') to provide 
funds to reimburse Ohio Power for a portion of the cost of construction 
of the Project.
    By supplemental order dated August 11, 1989 (HCAR No. 24938), Ohio 
Power was authorized to refund the Series A Bonds. On August 23, 1989, 
the Authority issued $50 million of air quality development revenue 
refunding bonds, Series B (``Series B Bonds'') to provide funds for the 
refunding of the Series A Bonds.
    Ohio Power now proposes to enter into arrangements for the 
refunding of the Series B Bonds. Under the Agreement, Ohio Power may 
request the Authority to issue and sell additional air quality 
development revenue bonds in an aggregate principal amount of up to $50 
million (``Series C Bonds'') to provide funds for the refunding of the 
Series B Bonds prior to their stated maturity. The Series B Bonds may 
be redeemed beginning August 1, 1999 at a redemption price of 102%.
    In addition, Ohio Power proposes to issue or enter into 
arrangements for the issuance of an instrument, such as a letter of 
credit, bond insurance or surety bond, for the credit enhancement for 
the Series C Bonds.
    It is stated that Ohio Power will not urge, without further order 
of the commission, the issuance by the Authority of any Series C Bond: 
(a) if the stated maturity of the Series C Bond is more than forty (40) 
years; (b) if the fixed rate of interest exceeds 8% per annum or the 
initial rate of interest by any fluctuating rate exceeds 8%; (c) if the 
discount from the initial public offering price exceeds 5% of the 
principal amount; or (d) if the initial public offering price is less 
than 95% of the principal amount of the Series C Bonds.

Jersey Central Power & Light Company (70-9399)

    Jersey Central Power & Light Company, 2800 Pottsville Pike, 
Reading, Pennsylvania 19605 (``JCP&L''), a subsidiary of GPU, Inc. 
(``GPU''), a registered holding company, 300 Madison Avenue, 
Morristown, New Jersey 07962, has filed an application under sections 
9(a) and 10 of the Act and rule 54 under the Act.
    JCP&L proposes to organize a special purpose business trust 
(``JCP&L Capital Trust''), which will issue and sell from time to time 
in one or more series through December 31, 2000 up to $200 million 
aggregate liquidation value of preferred trust securities (``Preferred 
Trust Securities''). JCP&L will initially capitalize JCP&L Capital 
Trust through the purchase of JCP&L Capital Trust's common trust 
securities (``Common Trust Securities''), which JCP&L Capital Trust 
will issue to JCP&L in amounts that in the aggregate will equal up to 
$6.2 million. The sole purpose of JCP&L Capital Trust will be to issue 
and sell the Preferred Trust Securities to investors and to lend to 
JCP&L the net proceeds of the sale, together with the proceeds of the 
sale to JCP&L of the Common Trust Securities, through the purchase of 
JCP&L's subordinated debentures (``Subordinated Debentures'').
    The interest payments by JCP&L on the Subordinated Debentures will 
constitute JCP&L Capital Trust's only income, and JCP&L Capital Trust 
will use that income to pay distributions on the Preferred Trust 
Securities. The distribution rates, payment dates, redemption and other 
similar provisions of each series of Preferred Trust Securities will be 
identical to the interest rates, payment dates, redemption and other 
provisions of the Subordinated Debentures issued by JCP&L to borrow the 
proceeds of that series. The Subordinated Debentures will have an 
initial term of up to 49 years.
    In the event of any voluntary or involuntary dissolution or winding 
up of JCP&L Capital Trust, the holders of Preferred Trust Securities 
will be entitled to receive out of the assets of JCP&L Capital Trust, 
after satisfaction of liabilities to creditors and before any 
distribution of assets is made to JCP&L, the sum of their stated 
liquidation preference and all accumulated and unpaid distributions to 
the date of payment. All assets of JCP&L Capital Trust remaining after 
payment of the liquidation distribution to the holders of Preferred 
Trust Securities will be distributed to JCP&L.
    JCP&L will issue guarantees (``Guaranties'') on a limited basis 
with respect to certain amounts that may be payable on the Preferred 
Trust Securities by JCP&L Capital Trust. These include the payment of 
distributions on the Preferred Trust Securities, the redemption price 
for any redemption of the Preferred Trust Securities, the aggregate 
liquidation preference on the Preferred Trust Securities, and certain 
additional amounts that may be payable related to the Preferred Trust 
Securities.
    JCP&L assets that the issuance of the Subordinated Debentures and 
the Guaranties to JCP&L Capital Trust will be exempt from the 
declaration requirements of the Act under rules 45(b)(1) and 52 under 
the Act. In addition, JCP&L states that the issuance and sale of the 
Preferred Trust Securities will be exempt from the

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declaration requirements of the Act under rule 52. JCP&L expects to use 
the net proceeds of the borrowings evidenced by the Subordinated 
Debentures for the redemption of outstanding senior securities under 
optional redemption provisions, for the repayment of outstanding short-
term debt, for construction purposes, and for other general corporate 
purposes.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-6130 Filed 3-11-99; 8:45 am]
BILLING CODE 8010-01-M