[Federal Register Volume 64, Number 151 (Friday, August 6, 1999)]
[Notices]
[Pages 43001-43003]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-20299]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27057]


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

July 30, 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 
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 Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
applications(s) and/or declaration(s) should submit their views in 
writing by August 23, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 facts 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 August 23, 1999, the applicant(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

Appalachian Power Company (70-6171)

    Appalachian Power Company (``Appalachian'), 40 Franklin Road, 
Roanoke, Virginia 24011, an electric public-utility subsidiary company 
of American Electric Power Company, Inc., a registered holding company, 
has filed a post-effective amendment under sections 9(a), 10 and 12(d) 
of the Act and rule 54 under the Act to its application-declaration 
previously filed under the Act.
    By order dated June 30, 1978 (HCAR No. 20610) (``Order''), 
Appalachian was authorized to enter into an agreement of sale 
(``Agreement'') with Mason County, West Virginia (``County''). The 
Agreement provided for the construction, installation, financing and 
sale of certain pollution control facilities (``Facilities'') at 
Appalachian's Philip Sporn and Mountaineer Plants. Under the Agreement, 
the County may issue and sell its pollution control revenue bonds 
(``Revenue Bonds'') or pollution control refunding bonds (``Refunding 
Bonds''), in one or more series, and deposit the proceeds with the 
trustee (``Trustee'') under an indenture (``Indenture'') entered into 
between the County and the Trustee. The proceeds are applied by the 
Trustee to the payment of the costs of construction of the Facilities, 
or in the case of proceeds from the sale of Refunding Bonds, to the 
payment of the principal, premium (if any) and/or interest on Revenue 
Bonds to be refunded.
    The Order also authorized Appalachian to convey an undivided 
interest in a portion of the Facilities to the County, and to reacquire 
that interest under an installment sales arrangement requiring 
Appalachian to pay as the purchase price semi-annual installments in an 
amount, together with other monies held by the Trustee under the 
Indenture for that purpose, will enable the County to pay, when due, 
the interest and principal on the Revenue Bonds.
    The County has issued and sold ten series of bonds contemplated by 
the Order. The last issuance was the Series J. Refunding Bonds, in the 
aggregate principal amount of $50 million, authorized by supplemental 
Commission order on October 7, 1992 (HCAR No. 25659).
    It is now proposed that, under the terms of the Agreement, 
Appalachian will cause the County to issue and sell its Series K 
Refunding Bonds in the aggregate principal amount of up to $30 million. 
The Series K Refunding Bonds will bear interest semi-annually at a rate 
of interest not exceeding 8% per annum and will mature at a date not 
more than forty years from the date of issuance.
    The proceeds will be used to provide for the early redemption of 
the entire outstanding aggregate principal amount of $30 million of the 
County's Series G Revenue Bonds, 7.40%, January 1, 2014.

National Fuel Gas Company, et al. (70-7512)

    National Fuel Gas Company (``National''), a registered holding 
company, and its nonutility subsidiary, Data-Track Account Services, 
Inc. (``Data-Track''), both located at 10 Lafayette Square, Buffalo, 
New York 14203, have filed a post-effective amendment to their 
application under section 9(a), 10 and 13 of the Act.
    By order dated May 6, 1988 (HCAR No. 24639) (``Order''), the 
Commission authorized National to acquire all of the common stock of 
Data-Track for $500,000, which was to be used as working capital. Data-
Track was acquired to provide certain customer account collection 
services, at cost, for National's other subsidiaries. Subsequently, by 
order dated March 5, 1991 (HCAR No. 25265), Data-Track was authorized 
to expand the scope of its collection services and to borrow up to 
$500,000 from the National system money pool as an alternative method 
of meeting its working capital needs. Data-Track now proposes to 
provide the same types of collection services for nonassociate clients.

American Electric Power Company, Inc., et al. (70-9145)

    American Electric Power Company, Inc. (``AEP''), a registered 
holding company, and its wholly owned nonutility subsidiaries AEP 
Resources, Inc. (``AEPR''), AEP Energy Services, Inc. (``AEPES''), and 
AEP Resources Services Company (``Resco''), all located at 1 Riverside 
Plaza, Columbus, Ohio 43215, have filed an application-declaration with 
this Commission under sections 6(a), 7, 9(a), 10, 12(b), 12(c) and 
13(b) of the Act and rules 45, 46, 54, 87 and 90 under the Act.
    AEPR requests authority to establish, directly or indirectly, a 
company (``Management Company'') that would provide energy-related 
services to industrial, commercial and institutional customers in the 
United States. AEPR also requests authority to establish, directly or 
indirectly, a company (``Capital Company,'' and together with 
Management Company, ``New Ventures'') that would provide

[[Page 43002]]

financing to Management Company's customers for certain energy-related 
assets (defined below as ``Energy Facilities'') and for the purchase of 
service from Management Company. AEPR may establish intermediate 
subsidiaries to hold its interests in the New Ventures (``Intermediate 
Subsidiaries''), and Management Company and Capital Company may 
establish special purpose subsidiaries (``Special Purpose 
Subsidiaries'') to conduct the proposed activities.

Management Company Services

    The energy-related services to be provided by Management Company 
would include energy facility management services, energy conservation 
services, procurement services, and other energy and incidental 
services. Energy facility management services include the day-to-day 
operations, maintenance, management, and other technical and 
administrative services required to operate, maintain and manage 
certain energy-related assets (``Energy Facilities''). Additionally, 
energy facility management services include long-term planning and 
budgeting for, and evaluation of, improvement to those assets. Energy 
Facilities includes facilities and equipment that are used by 
industrial, commercial and institutional entities to produce, convert, 
store, and distribute: (i) Thermal energy products, such as processed 
steam, heat, hot water, chilled water, and air conditioning; (ii) 
electricity; (iii) compressed air; (iv) processed and potable water; 
(v) industrial gases, such as nitrogen; and (vi) other similar 
products. Energy Facilities also include related facilities that 
transport, handle and store fuel, such as coal handling and oil storage 
tanks, and facilities that treat waste for these entities, such as 
scrubbers, precipitators, cooling towers and water treatment 
facilities.
    Energy conservation services include: (1) Identification of energy 
and other resource efficiency opportunities; (2) design of facility or 
of process modifications or enhancements to realize identified energy 
and other resource opportunities; (3) management, or direct 
construction or installation, of conservation or efficiency equipment; 
(4) training of customer personnel in the operation of equipment; (5) 
maintenance of energy system; (6) design, management or direct 
construction and installation of new and retrofit heating, ventilating 
and air conditioning systems, electrical and power systems, motors, 
pumps, lighting, water and plumbing systems, and related structures, to 
realize energy and other resource efficiency goals or to otherwise meet 
a customer's energy-related needs; (7) system monitoring; (8) reporting 
of system results; (9) design and implementation of energy conservation 
programs; (10) provision of conditioned power services (i.e., services 
designed to prevent, control or mitigate adverse effects of power 
disturbances on a customer's electrical system to ensure the level of 
power quality required by the customer); and (11) other similar or 
related activities.
    Procurement services include arranging as agent or broker for a 
customer to purchase electricity, natural gas, oil, propane and 
industrial gases (``Energy Commodities''). In addition, procurement 
services include purchasing other commodities and supplies used by, or 
distributed through, Energy Facilities on behalf of energy facilities 
management or energy conservation services customers described above. 
AEP and AEPR also request authority for Management Company to engage in 
the purchase and sale, as principal, of electricity, natural gas, and 
other Energy Commodities.
    Other energy services include development, design, construction, 
ownership, sale of Energy Facilities, and of equipment used in, and 
improvements to, Energy Facilities. Incidental services include the 
sale of products and services incidental to the proposed sale of goods 
and services enumerated above and which are closely related to the 
consumption of energy and/or the maintenance of Energy Facilities; 
provided however, that Management Company would not be involved in the 
manufacture of energy related equipment.

Capital Company Services

    Capital Company proposes to offer financing for existing Energy 
Facilities and improvements and to provide new capital for Energy 
Facilities for customers of Management Company through sale and 
leaseback, project financing or other creative financing mechanisms. 
Assets financed by Capital Company generally will be managed by 
Management Company. In addition, Capital Company will make its 
financing services available to customers of Management Company to 
assist Management Company in connection with its program to provide 
energy management and related services to its customers.

Financial Support

    Resources will contribute the equity capital required by Management 
Company and Capital Company. Management Company may also obtain debt 
financing from American, Resources or unaffiliated third parties such 
as commercial banks. Loans from American or Resources to Management 
Company will be made at the cost of funds incurred by American or 
Resources, as the case may be, in accordance with rule 52.
    Applicants state that Management Company, Capital Company and the 
Special Purpose Subsidiaries intend to issue ownership interests to 
third parties. In this regard, AEP requests authority, through December 
31, 2002, to enter into guaranties of obligations that AEPR may incur 
under agreements with third parties to make capital investments of up 
to $250 million in Capital Company and $50 million in Management 
Company. In addition, AEP and AEPR request authority to enter into 
guarantees (``Subsidiary Guarantees'') through December 31, 2002, of 
the debt and other obligations of Management Company, Capital Company 
and the Intermediate Subsidiaries in aggregate amounts up to $250 
million (``Guarantee Limit''). Further, AEP, AEPR, Management Company 
and Capital Company request authority to guarantee the debt and other 
obligations of the Special Purpose Subsidiaries through December 31, 
2002 \1\ in an amount that, combined with the aggregate outstanding 
amount of Subsidiary Guarantees, will not exceed the Guarantee Limit. 
Debt financing of Capital Company, Management Company, any Intermediate 
Subsidiary or any Special Purpose Subsidiary which is subject to the 
proposed guaranties will not exceed a term of 15 years.
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    \1\ Any guarantee of the obligations of Management Company, 
Capital Company, any Intermediate Subsidiary or any Special Purpose 
Subsidiary outstanding on December 31, 2002 would expire in 
accordance with its terms.
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Affiliate Transactions

    AEPES and Resco request an exemption from the at cost requirements 
of section 13(b) for the sale of certain goods and services by AEPES, 
Resco, and other subsidiaries of Resources to Management Company, 
Capital Company, and the Special Purpose Subsidiaries. Any sale of 
services by any utility subsidiary of AEP or by American Electric Power 
Services Corporation, a service company subsidiary of AEP, to 
Management Company, Capital Company, and the Special Purpose 
Subsidiaries would be at cost. In addition, Management Company requests 
authority to provide services at fair market value, under certain 
circumstances, to any associate

[[Page 43003]]

company in the AEP system that is an exempt wholesale generator or 
foreign utility company, as each are defined in section 32 and 33 of 
the Act, respectively, or that is a qualifying facility.

Payment of Dividends

    Further, AEP and AEPR request authority for Management Company, 
Capital Company, the Intermediate Subsidiaries and the Special Purpose 
Subsidiaries to declare and pay dividends from time to time out of 
capital or unearned surplus.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-20299 Filed 8-5-99; 8:45 am]
BILLING CODE 8010-01-M