[Federal Register Volume 64, Number 246 (Thursday, December 23, 1999)]
[Notices]
[Pages 72118-72120]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-33342]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27115]


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

December 16, 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 
application(s) and/or declaration(s) should submit their views in 
writing by January 10, 2000, 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

[[Page 72119]]

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 January 10, 2000, the 
application(s) and/or declaration(s), as filed or as amended, may be 
granted and/or permitted to become effective.

Entergy Corporation, et al. (70-7561)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company, its public utility 
generating subsidiary, System Energy Resources, Inc. (``SERI''), 1340 
Echelon Parkway, Jackson, Mississippi 39213, and Entergy's other public 
utility operating subsidiaries, Entergy Arkansas, Inc. (``Arkansas''), 
425 West Capitol Avenue, Little Rock, Arkansas 72201, Entergy 
Mississippi, Inc. (``Mississippi''), 308 East Pearl Street, Jackson, 
Mississippi 39201, Entergy Louisiana, Inc. (``Louisiana''), 639 Loyola 
Avenue, New Orleans, Louisiana 70113, and Entergy New Orleans, Inc. 
(``New Orleans''), 639 Loyola Avenue, New Orleans, Louisiana 70113, 
have filed a post-effective amendment under sections 6(a) and 7 of the 
Act and rule 54 to a declaration previously filed under the Act.
    By order dated December 23, 1988 (HCAR No. 24791), SERI was 
authorized to enter into two arrangements, expiring on July 15, 2015 
(``Lease Term''), for the sale and leaseback of undivided portions of 
its interest in Unit No. 1 of the Grand Gulf Steam Electric Generating 
Station. In connection with the equity funding portion of the 
arrangements, SERI also was authorized to enter into reimbursement 
agreements in connection with obtaining letters of credit in amounts of 
up to $130 million in support of its lease payment obligations.\1\ By 
subsequent order dated November 6, 1996 (HCAR No. 26601) (``Order''), 
SERI was authorized to pay fronting and annual fees (``Fees'') to banks 
for these letters of credit, up to an aggregate of 1.4375% per annum on 
the aggregate amount of letters of credit outstanding.
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    \1\ To secure its obligations under the reimbursement agreement, 
including the payment of fees, SERI was required to assign, for the 
benefit of the letter of credit bank, the administrating bank and 
the participating banks, its right under: (1) the Availability 
Agreement, dated as of June 21, 1974, as amended, among SERI, 
Arkansas, Mississippi, Louisiana and New Orleans; and (2) the 
Capital Funds Agreement, dated as of June 21, 1974, as amended, 
between SERI and Entergy.
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    SERI now requests authority to increase the Fees that it may pay in 
connection with obtaining replacement letters of credit. Specifically, 
it proposes to pay Fees during the Lease Term not exceeding an 
aggregate of 3.75% per annum on the aggregate amount of letters of 
credit outstanding.

Wisconsin Energy Corporation (70-9571)

    Wisconsin Energy Corporation (``WEC''), 231 West Michigan Street, 
P.O. Box 2949, Milwaukee, WI 53201, an exempt holding company under 
section 3(a)(1) of the Act, has filed a declaration under sections 
9(a)(2) and 10 of the Act.
    WEC proposes to acquire, by means of a merger (``Transaction''), 
all of the issued and outstanding common stock of WICOR, Inc. 
(``WICOR''), a Wisconsin corporation and an exempt holding company 
under section 3(a)(1) of the Act, pursuant to an Agreement and Plan of 
Merger dated as of June 27, 1999, and as amended on September 9, 1999 
(``Merger Agreement''). WEC proposes to cause the formation of a 
wholly-owned subsidiary (``CEW Acquisition'') solely for the purposes 
of facilitating the merger between WEC and WICOR.
    As a result of the Transaction, WICOR will become a wholly-owned 
subsidiary of WEC, and WICOR's subsidiaries will be indirect 
subsidiaries of WEC. The means of accomplishing such a result will 
depend on whether the entire merger consideration is paid in cash or in 
a combination of cash and WEC stock. If the former, CEW Acquisition 
will be merged with and into WICOR, with WICOR surviving as a wholly-
owned subsidiary of WEC. If the latter, WICOR will be merged with and 
into CEW Acquisition, with CEW Acquisition remaining a wholly-owned 
subsidiary of WEC. The name of CEW Acquisition then would be changed to 
WICOR. WEC requests that after the Transaction, WEC, and each of its 
subsidiary companies, will be exempt from all provisions of the Act, 
other than section 9(a)(2), under section 3(a)(1) of the Act.
    Under the Merger Agreement, the consideration to the received for 
each outstanding share of WICOR common stock, par value $1.00 per share 
(``WICOR Common Stock'') will be $31.50 per share of WICOR Common 
Stock, provided the Transaction occurs on or before July 1, 2000. In 
the event the Transaction occurs after July 1, 2000, the consideration 
will be increased by an amount equivalent to daily simple interest on 
$31.50 at the rate of six percent per annum for each day after July 1, 
2000, through the closing date (``Exchange Value''). The consideration 
will be paid in the form of cash, common stock of WEC, par value $0.01 
per share (``WEC Common Stock''), or a combination of cash and WEC 
Common Stock. Prior to the closing date, WEC will select the percentage 
of the consideration to be paid in WEC Common Stock, which may be not 
less than 40% nor more than 60% the balance of the consideration will 
be paid in cash. The exchange ratio for each share of WICOR Common 
Stock converted into WEC Common Stock will be determined by dividing 
the Exchange Value by the average of the closing prices of the WEC 
Common Stock on the New York Stock Exchange for the 10 trading days 
ending with the fifth trading day prior to the closing date (``Average 
WEC Price''). Each WICOR shareholder may elect to receive cash, WEC 
Common Stock or a combination thereof, subject to proration if the cash 
or stock elections exceed the maximum amounts permitted. Cash will be 
paid in lieu of any fractional shares of WEC Common Stock, which 
holders of WICOR Common Stock otherwise would receive. If the Average 
WEC Price is less than $22.00 per share, WEC may elect to pay the 
entire Merger Consideration in cash.\2\
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    \2\ The Transaction is expected to be accounted for a purchase 
of WICOR by WEC in accordance with generally accepted accounting 
principles.
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    WEC is an exempt public utility holding company by order of the 
Commission dated May 21, 1998 (HCAR No. 26877). WEC owns all of the 
common stock of two public utility companies: Wisconsin Electric Power 
Company (``WEPCOR''), a combination electric and gas utility company 
and Edison Sault Electric Company (``Edison Sault''), an electric 
utility company.
    WEPCO is authorized to provide retail electric in designated 
territories in Wisconsin, and in certain territories in Michigan. WEPCO 
also sells wholesale electric power. WEPCO generates, transmits, 
distributes, and sells electric energy in a territory of 12,000 square 
miles in southeastern, east central and northern Wisconsin and in the 
Upper Peninsula of Michigan. WEPCO also purchases, distributes, and 
sells natural gas to retail customers and transports customer-owned gas 
in four distinct service areas of about 3,800 square miles in 
Wisconsin.\3\
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    \3\ At December 31, 1998, WEPCO had total assets of $4.8 billion 
and approximately 989,000 electric customers and 1,200,000 gas 
customers. During 1998, WEPCO had electric operating revenues of 
$1.64 billion and gas operating revenues of $296 million. WEPCO had 
total operating revenues of $1.96 billion, and net income of $183 
million after dividends on preferred stock.
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    Edison Sault is authorized to provide retail electric service in 
certain territories in Michigan. Edison Sault generates, transmits, 
distributes, and sells electric energy in a territory of

[[Page 72120]]

approximately 2,000 square miles in the eastern Upper Peninsula of 
Michigan. Edison Sault also provide whole sale electric service under 
contract with one rural cooperative.\4\
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    \4\ At December 31, 1998, Edison Sault had total assets of $70.1 
million and approximately 21,000 electric customers. During 1998, 
Edison Sault had electric operating revenues of $22 million and net 
income of $2 million.
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    At December 31, 1998, WEC had 5,404 employees, of which 5,333 were 
utility employees. On a consolidated basis at the end of 1998, WEC had 
total assets of $5.4 billion, total operating revenues of $2.0 billion 
and net income of $188 million. At September 30, 1999, there were 
117,681,613 shares of WEC Common Stock outstanding.
    WICOR owns one public utility subsidiary, Wisconsin Gas Company 
(``Wisconsin Gas'') that distributes gas to residential, commercial and 
industrial customers throughout Wisconsin.\5\
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    \5\ At December 31, 1998, Wisconsin Gas had total assets of $651 
million and approximately 529,000 electric customers. During 1998, 
Wisconsin Gas had total operating revenues of $429 million, and net 
income of $23 million.
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    On a consolidated basis at the end of 1998, WICOR had total assets 
of $1 billion, total operating revenues of $944 million and net income 
of $45 million. At September 30, 1999, there were 37,619,133 shares of 
WICOR Common Stock outstanding.

Conectiv, et al. (70-9573)

    Conectiv, a registered holding company, and its nonutility 
subsidiaries, Conectiv Solutions LLC (``Solutions''), ATE Investment, 
Inc. (``ATE'') and King Street Assurance Ltd. (``KSA''), all located at 
800 King Street, Wilmington Delaware 19899, have filed an application-
declaration under sections 9(a), 10 and 12(b) of the Act and rules 45 
and 54.
    By order dated February 25, 1998 (HCAR No. 26832) (``Merger 
Order''), the Commission authorized Conectiv to organize itself as a 
registered holding company and retain certain nonutility subsidiaries, 
including Solutions. Solutions were authorized to provide, directly and 
indirectly, a variety of energy-related goods and to furnish service 
line repairs, extended warranties and other services, including risk 
management services. Subsequently, KSA was organized as an indirect 
subsidiary of Solutions to provide risk management services for 
Solutions.
    Solution now plans to expand the products offered to customers 
beyond the current offering of heating, ventilating and air 
conditioning (``HVAC'') warranties and to offer a selection of 
additional insurance products to customers, including surge protection 
and ``whole house'' appliance protection. KSA now requests 
authorization for KSA to reinsure a portion of the exposure under all 
of these programs. KSA also proposed to provide reinsurance covering 
the Convectiv system's transmission and distribution lines and for 
general liability, workers' compensation and other system risks.

GPU, Inc. (70-9565)

    GPU, Inc. (``GPU''), 300 Madison Avenue, Morristown, New Jersey 
07960, a registered holding company,has filed an application-
declaration under sections 6(a), 7, 9(a) 10 and 12(b) of the Act and 
rules 45 and 54 under the Act.
    GPU proposes to organize a new, wholly owned subsidiary company, 
(``Newco''), as a Delaware corporation whose initial purpose will be to 
acquire from time to time limited partner interests in EnerTech Capital 
Partners II, L.P., a Delaware limited partnership formed under an 
Agreement of Limited Partnership (``Partnership Agreement''), and any 
successor or affiliated limited partnership having substantially 
similar investment objectives and terms (EnerTech Capital Partners, II 
L.P., and all successor or affiliated limited partnerships are 
collectively referred to as the ``EnerTech Partnership''). The 
aggregate amount of investments in the EnerTech Partnership will not 
exceed $5 million.
    The targeted size of the EnerTech Partnership's investment pool is 
$100 million, with a minimum commitment of $30 million necessary for an 
initial closing. Additional commitments may be added until the 
investment pool reaches a maximum not to exceed $150 million, unless 
otherwise approved by a majority in interest of the Limited Partners. 
The interests to be acquired by Newco will in the aggregate represent 
not more than 9.9% of the Limited Partner interests in any EnerTech 
Partnership.
    The sole general partner of the EnerTech Partnership (``General 
Partner'') will be ECP II Management L.P., a Delaware limited 
partnership of which EnerTech Capital Partners II LLC is the managing 
general partner. The EnerTech Partnership fund will be managed by 
EnerTech Capital Partners (``EnerTech''), a group of experienced 
investment professionals associated with Safeguard Scientifics, Inc. 
and TL Ventures. The EnerTech Partnership fund is the second fund 
managed by EnerTech.
    The EnerTech Partnership is being formed to invest in companies 
(``Portfolio Companies'') engaged in activities primarily related to 
the electric and natural gas utilities and their convergence into the 
broader energy, communications and other utility-like services 
industries. The Portfolio Companies (none of which will be an affiliate 
of GPU) may be involved in the development of technologies in one or 
more of the following categories: Information Technology and Systems 
Integration; Communications and Networking; Customer Premise Products 
and Services; Industry Specific Content and Consulting Services; and 
Asset Utilization and Efficiency Improvement.
    The term of the Partnership Agreement will continue until December 
31, 2009. The General Partner may extend the term for up to two one-
year periods to permit the orderly liquidation of the EnerTech 
Partnership's assets, upon written consent of the Limited Partners 
holding a majority in interest of the commitments of all Limited 
Partners. Profits, gains and losses will generally be allocated 80% to 
all the Limited Partners, pro rata in accordance with their capital 
contributions, and 20% to the General Partner.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-33342 Filed 12-22-99; 8:45 am]
BILLING CODE 8010-01-M