[Federal Register Volume 66, Number 14 (Monday, January 22, 2001)]
[Notices]
[Pages 6711-6713]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-1652]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27337]


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

January 12, 2001.
    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 amendment(s) 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 February 6, 2001, 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 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 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 February 6, 2001, the application(s) and/or 
declaration, as filed or as amended, may be granted and/or permitted to 
become effective.

Ameren Corporation Fuels and Services Company (70-9775)

    Ameren Energy Fuels and Services Company (``Ameren Fuels''), 1901 
Chouteau Avenue, St. Louis, Missouri 63103, an indirect wholly owned 
nonutility subsidiary of Ameren Corporation, a registered holding 
company, has filed a declaration under sections 12(b) and 13(b) of the 
Act and rules 54, 90, and 91 under the Act.
    Ameren owns all of the issued and outstanding common stock of Union 
Electric Company (``Union Electric'') and Central Illinois Public 
Service Company (``DIPS''), each of which is an electric and gas 
utility company. Together, Union Electric and CIPS provide retail and 
wholesale electric and retail natural gas services to customers in 
Missouri and Illinois. Ameren Services Company (``Ameren Services''), a 
subsidiary service company of Ameren, currently provides various 
administrative and management services to Union Electric and CIPS and 
other companies in the Ameren system.
    Ameren's direct nonutility subsidiaries include Ameren Energy 
Resources Company (Ameren Resources), and intermediate subsidiary that 
holds the securities of other exempt and authorized nonutility 
companies. Ameren Resources indirectly owns all of the issued and 
outstanding common stock of Ameren Energy Generating Company (``Ameren 
GenCo''), an ``exempt wholesale generator'' (``EWG''). Ameren GenCo was 
formed to acquire all of the generating assets of CIPS, which occurred 
in May 2000. Ameren Resources also holds all of the common stock of 
Ameren Fuels, which was formed to engage in fuels-related businesses 
that are permitted by rule 58.
    Ameren Fuels is requesting authorization to provide fuel 
procurement and natural gas supply services to (including acting as 
agent for) Union Electric and CIPS. The services, which are similar to 
those that Ameren Services currently provides to Union Electric and 
CIPS, would be performed ``at cots'' in accordance with Section 13(b) 
and Rules 90 and 91 of the Act. Ameren Fuels proposes to provide these 
services pursuant to the terms of a Fuel and Natural Gas Services 
Agreement (``Agreement''), which was filed as an exhibit to this 
application-declaration. The Agreement will be filed with the Missouri 
and Illinois public utilities commissions.

Entergy Corporation (70-9749)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company,

[[Page 6712]]

has filed an application-declaration under sections 6(a)(1) and (2), 7, 
9(a), 10, 12(b), 12(c) and 12(e) of the Act and rules 45, 46, 53, 62 
and 65.
    Entergy proposes to implement an external financing program to fund 
its system operations by issuing and selling debt and equity securities 
directly or through newly organized financing subsidiaries and entering 
into related transactions, through June 30, 2006 (``Authorization 
Period''). In summary, Entergy proposes to, directly or indirectly, 
issue and sell common, preferred and trust preferred stock, various 
forms of preferred or equity-linked securities and unsecured long-term 
debt (``Long-Term Debt'') in an aggregate amount not exceeding $2 
billion (``Capital Limitation''). Additionally, Entergy proposes to 
issue and sell additional short-term debt in the form of notes to banks 
(``Notes'') or commercial paper (``Paper'') that in the aggregate, 
including existing authority to issue Notes, will not exceed an 
outstanding principal amount of $1.5 billion (``Short-Term Debt'').\1\ 
Entergy requests authority to solicit proxies from its common 
shareholders to amend its articles of incorporation to provide for the 
issuance of preferred stock. Entergy further proposes to acquire the 
equity securities of one or more special-purpose subsidiaries organized 
to issue trust preferred stock, preferred and equity linked securities 
and Long-Term Debt (``Financing Subsidiaries'') and to provide 
guarantees for any securities issued by the Financing Subsidiaries. 
Finally, Entergy proposes to enter into hedging transactions regarding 
the existing debt (``Interest Rate hedges'') or the anticipated debt 
(``Anticipatory hedges'') authorized to be issued by itself or any of 
its subsidiaries.
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    \1\ By order dated February 26, 1997 (HCAR No. 26674), 
(``February 1997 Order''), Entergy was authorized to issue and sell 
notes to banks in an outstanding principal amount of up to $500 
million, through December 31, 2002.
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    Entergy may issue common stock, options, warrants or other stock 
purchase rights exercisable for common stock, under negotiated or 
competitively bid underwriting agreements or through private 
placements.\2\ Entergy may also issue common stock or options, warrants 
or other stock purchase rights exercisable for common stock in public 
or privately negotiated transactions as consideration for the equity 
securities or assets of other companies, provided that the Commission 
has authorized the acquisition of the equity securities or assets or 
the transaction is exempt under the Act. All common stock sales will be 
at rates or prices and under conditions negotiated or based on, or 
otherwise determined by, competitive capital markets.
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    \2\ By prior Commission order dated December 15, 2000 (HCAR No. 
27300), Entergy was authorized to issue and sell up to 30 million 
shares of its common stock, through June 30, 2006, under its 
Dividend Reinvestment and Stock Purchase Plan (``Order''). Entergy 
proposes that the authority to sell common stock requested in this 
matter be in addition to the authority granted in the Order.
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    Entergy may issue, in one or more series, preferred stock directly 
and trust preferred stock and trust preferred and equity linked 
securities directly or indirectly through Financing Subsidiaries. The 
securities will be redeemed no later than 50 years after their 
issuance. The dividend rate for any series of preferred stock or other 
preferred or equity-linked securities will not exceed at the time of 
issuance the greater of: (1) 700 basis points over the yield to 
maturity of a U.S. Treasury security having a remaining term comparable 
to the term of that series, if issued at a fixed rate, or 700 basis 
points over the London Interbank Offered Rate (``LIBOR'') for the 
relevant interest rate period, if issued at a floating rate; and (2) a 
rate that is consistent with similar securities of comparable credit 
quality and maturities issued by other companies. The preferred stock 
or other preferred or equity-linked securities may be convertible or 
exchangeable into shares of Entergy common stock.
    Entergy states that its Long-Term Debt may be issued, directly or 
indirectly through Financing Subsidiaries, in one or more series and 
may be convertible into any other securities of Entergy. The Long-Term 
Debt will mature in no more than 50 years from the date of issuance. 
The maturity dates, interest rates, redemption and sinking fund 
provisions and conversion features of its Long-Term Debt and any 
associated fees and expenses will be established by negotiation or 
competitive bidding. The interest rate on Long-Term Debt will not 
exceed at the time of issuance of any particular series the greater of: 
(1) 600 basis points over U.S. Treasury securities having a remaining 
term comparable to the term of that series, if issued at a fixed rate, 
or 600 basis points over LIBOR for the relevant interest rate period, 
if issued at a floating rate; and (2) a gross spread over U.S. Treasury 
securities that is consistent with similar securities of comparable 
credit quality and maturities issued by other companies.
    Entergy proposes to issue and sell from time to time Short-Term 
Debt in the form of Notes and/or Paper or engage in short-term 
financing arrangements available to borrowers with comparable credit 
ratings. Notes will be issued under one or more existing or new bank 
credit agreements that will provide credit commitments that will not in 
the aggregate exceed $1.5 billion. Notes will mature not more than 
three years from the date of issuance. Paper will be sold at the 
dealer's discount rate per annum on the day of issuance for commercial 
paper of comparable quality and maturities. In connection with the sale 
of Paper, Entergy may incur repayment obligations related to letters of 
credit obtained from one or more banks in support of its Paper 
obligations. The effective cost of money on Short-Term Debt will not 
exceed 500 basis points over LIBOR for the relevant interest rate 
period.
    Entergy states that Interest Rate Hedges will only be entered into 
with counterparties whose senior debt ratings, or whose parent 
companies' senior debt ratings, as published by Standard and Poor's 
Ratings Group, are equal to or greater than BBB, or equivalent rating 
from Moody's Investors' Service or Fitch Investor Service (``Approved 
Parties''). Interest Rate Hedges will involve the use of financial 
instruments and derivatives commonly used in today's capital markets, 
such as interest rate swaps, options, caps, collars, floors, and 
structured notes or transactions involving the purchase or sale, 
including short sales, of U.S. Treasury obligations.
    The transactions will be for fixed periods and stated notional 
amounts. In no case will the notional principal amount of any interest 
rate swap exceed that of the underlying debt instrument and related 
interest rate exposure. Entergy will not engage in speculative 
transactions. Fees, commissions and other amounts payable to the 
counterparty in connection with an Interest Rate Hedge will not exceed 
those generally obtainable in competitive markets for parties of 
comparable credit quality.
    Entergy asserts that Anticipatory Hedges will only be entered into 
with Approved Parties to fix and/or limit the interest rate risk 
associated with any new issuance through: (1) A forward sale of 
exchange-traded U.S. Treasury futures contracts, U.S. Treasury 
obligations and/or a forward swap (each a ``Forward Sale''); (2) the 
purchase of put options on U.S. Treasury obligations (``Put Options 
Purchase''); (3) a Put Options Purchase in combination with the sale of 
call options on U.S. Treasury obligations (``Zero Cost Collar''); (4) 
transactions involving the purchase or sale, including short sales, of 
U.S. Treasury obligations; or (5) some combination of a Forward Sale, 
Put

[[Page 6713]]

Options Purchase, Zero Cost Collar and/or other derivative or cash 
transactions, including, but not limited to structured notes, options, 
caps and collars, appropriate for the Anticipatory Hedges.
    Entergy represents that each Interest Rate Hedge and Anticipatory 
Hedge will qualify for hedge accounting treatment under generally 
accepted accounting principles. Entergy will comply with the then 
existing financial disclosure requirements of the Financial Accounting 
Standards Board associated with hedging transactions.
    Entergy states that the Financing Subsidiaries will be organized 
for the specific purpose of financing the system's authorized and 
exempt investment activities. It proposes to use the proceeds from the 
sale of trust preferred stock, preferred or equity-linked securities 
and Long-Term Debt to pay dividends, including dividends out of 
capital, to Entergy, to make loans to Entergy and to otherwise transfer 
the financing proceeds to, or as directed by, Entergy.\3\ Entergy also 
proposes to guarantee, provide support for or enter into expense 
agreements in respect to the obligations of any Financing Subsidiary. 
The amount of any Long-Term Debt or preferred securities issued by any 
Financing Subsidiary will be counted against the Capital Limitation, to 
the extent that Entergy guarantees those securities.
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    \3\ See Southern Company, Holding Co. Act Release No. 27134 
(February 9, 2000).
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Entergy Louisiana, Inc. (70-7580)

    Entergy Louisiana, Inc. (``Entergy Louisiana''), 639 Loyola Avenue, 
New Orleans, Louisiana 70113, a public-utility subsidiary company of 
Entergy Corporation, a registered holding company, has filed a post-
effective amendment to its application under sections 9(a) and 10 of 
the Act and rule 54 under the Act.
    By prior Commission orders dated February 2, 1989, January 24, 
1991, January 24, 1996, and October 15, 1999 (HCAR Nos. 24810, 25246, 
26460, and 27087, respectively) (``Prior Orders''), Entergy Louisiana 
was authorized to enter into and amend a Fuel Lease dated January 31, 
1989 (``Lease''), with River Fuel Company # 2, Inc. (``River Fuel''), 
under which Entergy Louisiana leases nuclear fuel required for use at 
its Waterford 3 nuclear generating unit (``Waterford 3''). Under the 
terms of the Lease, River Fuel makes payments to suppliers, processors, 
and manufacturers necessary to provide nuclear fuel for Waterford 3, or 
Entergy Louisiana makes these payments and receives reimbursement from 
River Fuel. Entergy Louisiana is required to make rental payments in 
amounts necessary for River Fuel to meet its debt service requirements 
and other expenses.
    In accordance with the terms of the Prior Orders, Entergy Louisiana 
consented to allow River Fuel to finance the acquisition of nuclear 
fuel through: (a) Revolving credit borrowings and/or the issuance of 
commercial paper pursuant to an Amended and Restated Credit Agreement, 
dated November 19, 1999 (the ``1999 Credit Agreement''), with the Bank 
of New York, as agent, and various other lenders; and (b) the issuance 
and sale of intermediate term secured notes to institutional investors. 
The commercial paper issued under the 1999 Credit Agreement is 
supported by irrevocable direct-pay letters of credit issued by the 
lenders. The Prior Orders further provide that River Fuel's combined 
obligations under its credit facility and its outstanding intermediate 
term secured notes may at no time exceed $160 million.
    In accordance with the Prior Orders, River Fuel is currently 
authorized to pay interest under the 1999 Credit Agreement: (a) In the 
case of base rate borrowings, at a maximum rate equal to the higher of 
(i) the prime rate in effect on the date of the borrowings, and (ii) 
the sum of 1% per annum and the Federal Funds Rate in effect on the 
date of the borrowings, and (ii) the sum of 1% per annum and the 
Federal Funds Rate in effect on the date of the borrowings; and (b) in 
the case of borrowings based on the London Interbank Offered Rate 
(``LIBOR''), a maximum rate of interest equal to 2% per annum above 
LIBOR.
    Also, in accordance with the Prior Orders River Fuel is currently 
authorized to pay the following fees under the 1999 Credit Agreement: 
(1) A maximum letter of credit fee of 1% per annum on the average 
aggregate face amount of commercial paper outstanding during each 
quarter that Entergy Louisiana's senior debt is investment grade, and 
1\7/8\ per annum on the average aggregate face amount of commercial 
paper outstanding during each quarter that Entergy Louisiana's senior 
debt is not investment grade; (2) a maximum commitment fee of \1/4\ of 
1% per annum on the difference between the maximum commitment under the 
1999 Credit Agreement and the average daily amount of commercial paper 
and revolving credit loans outstanding under the 1999 Credit Agreement 
during each quarter, and (3) a maximum administrative fee of $10,000 
per annum.
    The Lease prohibits River Fuel from amending the 1999 Credit 
Agreement or entering into any successor credit agreement without 
Entergy Louisiana's consent. Due to changes in the credit markets that 
have occurred since the execution of the 1999 Credit Agreement Entergy 
Louisiana now proposes to consent to the execution by River Fuel of a 
new credit agreement and any successor credit agreements.
    Specifically, Energy Louisiana proposes to consent to the execution 
by River Fuel of a new credit agreement, and any successor credit 
agreements, with loans bearing interest at rates not in excess of those 
rates generally obtainable at the time for loans having the same or 
reasonably similar maturities, obtained by companies of the same or 
reasonably comparable credit quality and having reasonably similar 
terms, conditions, and features.
    Further, Entergy Louisiana proposes to consent to the payment by 
River Fuel of: (1) A maximum letter of credit of 5% per annum on the 
average aggregate face amount of commercial paper outstanding during 
each quarter, with the specific amount of such fee to be determined 
based upon Entergy Louisiana's senior debt rating; (2) a maximum 
commitment fee of 2% per annum on the difference between the maximum 
commitment under the new credit agreement and the average daily amount 
of commercial paper and revolving credit loans outstanding under the 
agreement during each quarter; (3) a maximum administrative fee of 
$50,000 per annum; and (4) maximum one-time closing fees of $1,500,000, 
consisting of up-front fees, arrangement fees, administrative agency 
fees and such other closing fees as are customary in connection with 
similar credit agreements.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 01-1652 Filed 1-19-01; 8:45 am]
BILLING CODE 8010-01-M