[Federal Register Volume 64, Number 131 (Friday, July 9, 1999)]
[Notices]
[Pages 37177-37178]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-17461]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27045]


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

July 2, 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 July 27, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarants(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be field 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 July 27, 1999, 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. (70-8691)

    The Southern Company (``Southern''), 270 Peachtree Street, N.W, 
Atlanta, Georgia 30303, a registered holding company, has filed an 
amendment to its declaration under sections 6(a), 7, and 12(b) of the 
Act and rules 45 and 54 under the Act.
    On May 23, 1997 (HCAR No. 26720), the Commission issued a notice 
whereby Southern filed a declaration seeking authority for it to 
guarantee securities to be issued to third parties by Southern Company 
Services, Inc. (``Services''), a wholly owned service company 
subsidiary of Southern.
    Southern now proposes, from time to time through June 30, 2004, to 
guarantee the debt or other obligations of Services up to an aggregate 
principal amount of $200 million.
    Services intends, from time to time through June 30, 2004, to make 
borrowings from Southern or third parties under rule 52 up to an 
aggregate principal amount of $200 million. Services proposes to issues 
notes to Southern as evidence of any borrowings made from Southern. 
Terms and conditions of any borrowings from Southern to Services will 
mirror Southern's effective cost of capital.
    Services proposes to issue and sell notes (``Notes'') to third 
party lenders with terms of up to 50 years, contain sinking funds and 
bear interest at a rate not to exceed 3\1/2\ percentage points per 
annum over the rate for U.S. Treasury securities with a corresponding 
maturity. Services may hire an agent to place the Notes for a 
commission based upon the principal amount borrowed.
    Services may also make borrowings from certain banks under one or 
more revolving credit commitment agreements. Short-term borrowings 
would have a maximum maturity of one year, and term loans would have 
maturities up to ten years. Borrowings would be evidenced by a ``grid'' 
promissory note to be dated the date of the initial borrowing and the 
date of each subsequent borrowing when a ``grid'' short-term or term-
loan note is not outstanding. These borrowings would bear interest at 
rates to be negotiated with the leader. Services expects to pay fees in 
connection with the credit arrangements. The interest rates and fees 
will be negotiated based upon prevailing market conditions.
    Services also may make borrowings from other institutions. The 
institutional borrowings will be evidenced by notes to be dated as of 
the date of the borrowings and to mature in not more than ten years 
after the date of borrowing, or by ``grid'' notes evidencing all 
outstanding borrowings from each lender to be dated as of the date of 
the initial borrowing and to mature in not more than ten years after 
the date of borrowing. Generally, borrowings will be prepayable in 
whole, or in part, without penalty or premium, and will be at rates to 
be negotiated with the lending institutions based upon prevailing 
market conditions. Services also may negotiate separate rates for, or 
agree not to prepay, particular borrowings if it is considered more 
favorable.
    In the event that Services makes borrowing from Southern, Services 
proposes to issue notes to Southern as evidence of the indebtedness. 
Terms and conditions of any borrowings from Southern to Services will 
mirror Southern's effective cost of capital.
    The net proceeds from all borrowings will be used to fund the 
general requirements of Southern's Services' business, including the 
possible refunding of outstanding indebtedness. The proceeds will be 
used in the routine course of business for funding required capital 
expenditures, including computer equipment, software, office equipment 
and office facilities, other requirements as approved by the Commission 
and maintaining an adequate working capital level.

GPU, Inc. (70-7607)

    GPU, Inc. (``GPU''), 300 Madison Avenue, Morristown, New Jersey 
07962, a registered holding company, has filed a post-effective 
amendment under sections 6(a) and 7 of the Act and rule 54 under the 
Act to a declaration previously filed under the Act.
    By order dated March 30, 1989 (HCAR No. 24851) (``Order''), the 
Commission authorized GPU to issue up to 20,000 shares of GPU common 
stock through December 31, 1998 (``Authorization Period'') under a 
restricted stock plan for outside directors (``Plan'').\1\ GPU now 
requests that the Commission extend the Authorization Period through 
December 31, 2008. In all other respects, the terms and conditions of 
the Plan would remain unchanged.
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    \1\ The number of shares authorized under the Plan later rose to 
40,000 due to a two-for-one stock split.

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[[Page 37178]]

    Under the Plan, all members of GPU's board of directors (``Board'') 
who are outside directors (``Outside Directors'') are eligible to 
receive--in addition to their annual retainer, committee fees, and 
benefits under any other applicable benefits plan--shares of GPU common 
stock as compensation for their services as Board members. Until 
termination of service, an Outside Director generally may not dispose 
of any shares of GPU common stock awarded under the Plan, but has all 
other rights of a shareholder with respect to such shares, including 
voting rights and the right to receive all cash dividends paid with 
respect to awarded shares. A committee administers the Plan and 
determines any award under the plan.
    The Plan states that its purpose is to enable GPU to attract and 
retain persons of outstanding competence to serve on its Board by 
paying them a portion of their compensation in GPU common stock.

Southern Ohio Coal Company, et al. (70-9515)

    Southern Ohio Coal Company (``SOCCo''), a West Virginia corporation 
and a wholly owned nonutility subsidiary of Ohio Power Company (``Ohio 
Power''), and electric utility subsidiary of American Electric Power 
Company, Inc., a registered holding company, each located at 1 
Riverside Plaza, Columbus, Ohio 43215, have filed a declaration under 
section 12(c) of the Act and rules 46 and 54 under the Act.
    By Commission order dated September 13, 1996 (HCAR No. 26573), 
SOCCo was authorized to pay up to $68 million out of capital surplus to 
Ohio Power through December 31, 1998, as one or more dividends on its 
common stock. Dividends in that amount have been paid to Ohio Power, 
according to SOCCo, and the authority under that order has expired. In 
June of 1997, SOCCo received approximately $50 million from an 
institutional investor from the sale-leaseback of its Meigs Division 
coal preparation plant, intermine coal conveyor and overland coal 
conveyor. The remaining sale-leaseback proceeds and the cash generated 
from SOCCo's Meigs Division are in excess of $15.8 million and exceed 
the amount of its working capital requirements, which are estimated by 
SOCCo to be $9,928,000.
    SOCCo now requests authorization to pay Ohio Power one or more 
dividends on its common stock, out of capital surplus, totalling up to 
$15.807 million. SOCCo proposes that its Board of Directors declare 
dividends periodically when the cash is available, but in no event 
later than December 31, 2001.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-17461 Filed 7-8-99; 8:45 am]
BILLING CODE 8010-01-M