[Federal Register Volume 66, Number 188 (Thursday, September 27, 2001)]
[Notices]
[Pages 49431-49433]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-24181]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27441]


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

September 21, 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 October 16, 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 October 16, 2001, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Entergy Corp., et al. (70-9893)

    Entergy Corporation (``Entergy''), a registered holding company, 
639 Loyola Avenue, New Orleans, Louisiana 70113, and its public utility 
subsidiary companies, Entergy Arkansas, Inc. (``Arkansas''), 425 West 
Capitol Avenue, Little Rock, Arkansas 72201, Entergy Gulf States, Inc. 
(``Gulf States''), 350 Pine Street, Beaumont, Texas 77701, Entergy 
Louisiana, Inc (``Louisiana''), 4809 Jefferson Highway, New Orleans, 
Louisiana 70121, Entergy Mississippi Inc. (``Mississippi''), 308 East 
Pearl Street, Jackson, Mississippi 39201, and Entergy New Orleans, Inc. 
(``New Orleans''), 1600 Perdido Building, New Orleans, Louisiana 70112 
(collectively, ``Operating Companies''); System Energy Resources, Inc. 
(``System Energy''), a generating public utility subsidiary company of 
Entergy, Entergy Operations, Inc. (``EOI''), a nuclear

[[Page 49432]]

management public utility subsidiary of Entergy, both located at 1340 
Echelon Parkway, Jackson, Mississippi 39213; Entergy Services, Inc. 
(``ESI''), Entergy's service company subsidiary, 639 Loyola Avenue, New 
Orleans, Louisiana 70113; and Entergy's indirect subsidiary, System 
Fuels, Inc. (``SFI''), 350 Pine Street, Beaumont, Texas 77701 
(collectively, ``Applicants''), have filed an application-declaration 
under sections 6(a), 7, 9(a), 10, and 12(b) of the Act and rules 43, 
45, and 54 under the Act.
    By order dated November 27, 1996 (HCAR No. 26617) (``1996 Order''), 
the Commission authorized the Operating Companies and System Energy, 
through November 30, 2001, to issue short-term securities through the 
Entergy System Money Pool (``Money Pool'') and to issue and sell 
unsecured short-term notes and commercial paper to commercial banks and 
dealers in this paper. The Money Pool consists of available funds 
invested in by the participating Entergy system companies. Under the 
1996 Order and the Commission's supplemental order dated March 30, 2001 
(HCAR No. 27369) (``Supplemental Order''), the maximum amounts of the 
loans, notes and commercial paper that the following companies could 
issue were: Arkansas, $235 million; Gulf Stats, $340 million; 
Louisiana, $225 million; Mississippi, $160 million; New Orleans, $100 
million; and System Energy, $140 million in order to meet their interim 
financing requirements.
    The Commission in the 1996 Order also authorized Entergy, through 
November 30, 2001, to guarantee bank loans for EOI, ESI and SFI, up to 
the maximum amount each is authorized to borrow. According to the 1996 
Order and the Supplemental Order, the aggregate principal amount of 
borrowings outstanding at any one time from the Money Pool, Entergy, 
and banks would be limited to: EOI, $20 million; ESI, $200 million; and 
SFI, $200 million.
    Applicants now proposed to extend the time period for these 
authorizations through November 30, 2004 (``Authorization Period''). 
Applicants represent that the terms of the Money Pool borrowings, bank 
borrowings, and commercial paper borrowings will remain unchanged from 
the 1996 Order and Supplemental Order, except that, in the case of bank 
borrowings, each borrower may agree to pay each bank a one time closing 
fee, consisting of up front fees, arrangement fees, administrative 
agency fees or similar closing fees.
    The Operating Companies and System Energy propose to use the 
proceeds from borrowings from the Money Pool and through borrowings 
from banks and the issuance and sale of commercial paper to provide 
interim financing for construction expenditures, to meet long-term debt 
maturities and satisfy sinking fund requirements, as well as for the 
possible refunding, redemption, purchase or other acquisition of all or 
a portion of certain outstanding series of debt and preferred stock and 
for general corporate purposes. EOI proposes to use the proceeds to 
finance its interim capital needs. ESI proposes to use the proceeds for 
the repayment of other borrowings and to fund its service company 
activities. SFI proposes to use the proceeds to repay other borrowings 
and to finance its fuel supply activities, including acquiring, owning 
and financing nuclear materials, related services, and the acquisition 
and ownership of fuel oil inventory. None of the proceeds to be 
received from the Applicants will be used to invest directly or 
indirectly in an exempt wholesale generator or foreign utility company.

Wisconsin Power & Light Company (70-9927)

    Wisconsin Power & Light Company (``WPL''), an electric utility 
company subsidiary of Alliant Energy Corporation, a registered holding 
company, both located at 222 West Washington Avenue, Madison, Wisconsin 
53703, has filed an application under sections 9 and 10 of the Act. WPL 
seeks authorization to acquire 15,800 shares of common stock of 
Wisconsin River Power Company (``Wisconsin River'') that are currently 
owned by Wisconsin Public Service Corporation (``WPS''), a wholly owned 
subsidiary under section 3(a)(1) of the Act (``Acquisition'').\1\
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    \1\ WPS Resources Corp., Holding Co. Act Release No. 26101 (Aug. 
10, 1994).
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    WPL is engaged principally in the generation, transmission, 
transportation, distribution, and sale of electric energy; the 
purchase, distribution, transportation, and sale of natural gas; and 
the provision of water service in selective markets. Wisconsin River 
owns and operate hydroelectric generation facilities at two dam sites 
on the Wisconsin River and engages in certain related activities. 
Wisconsin River also has a 13.71% interest in Wisconsin Valley 
Improvement Company, which operates a system of dams and water 
reservoirs on the Wisconsin River and tributary streams but does not 
generate electric energy.
    Wisconsin River was incorporated under the laws of Wisconsin and is 
authorized to issue 95,000 shares of common stock having a par value of 
$100 per share. As of December 31, 2000, there were 93,600 shares of 
common stock issued and outstanding, of which WPL and WPS each owned 
31,000 shares (33.12%), and Consolidated Water Power Company 
(``Consolidated'') owned 31,600 shares (33.76%). As a result of changes 
in its corporate strategies, Consolidated expressed a desire to sell 
and divest the stock it owned in Wisconsin River to reduce the scope of 
electric generating operations. In an agreement dated December 22, 2000 
(``Purchase Agreement''), WPS agreed to purchase the shares of 
Wisconsin River owned by Consolidated. The transaction closed on 
January 1, 2001.
    As a result of the Acquisition, WPL will purchase one-half of the 
shares in Wisconsin River that were recently acquired by WPS from 
Consolidated (``Option Stock''). WPL has the right to purchase the 
Option Stock from WPS at the same price per share as that paid by WPS 
to acquire the stock in Wisconsin River from Consolidated, subject to 
the same payment terms as those applicable to the purchase of the stock 
by WPS. Under the terms of the Purchase Agreement, WPS paid 
Consolidated $4,848,072 (i.e., $153.42 per share) in cash at closing 
for the stock in Wisconsin River. The Purchase Agreement provides that 
the price paid by WPS to Consolidated at the time of closing of its 
purchase of additional stock in Wisconsin River is to be adjusted to 
reflect changes in Wisconsin River pension assets and liabilities and 
retiree health assets and liabilities between August 31, 2000 and March 
31, 2001. This true up is expected to be completed during the third 
quarter of 2001. Any adjustment will be reflected in the payments 
ultimately made by WPL to WPS in order to purchase the Option Stock.
    The Purchase Agreement also provides for Wisconsin River to 
undertake commercially reasonable efforts to sell real estate that it 
owns in the area of its hydroelectric generating facilities as soon as 
practicable and to maximize its return from the sale of standing timber 
from all such real estate for a period of 12 years from the date of 
closing of the stock purchase. WPS is obligated to Consolidated 
quarterly an amount equal to 33.76% of the net proceeds realized by 
Wisconsin River with respect to such sales during this period, as 
determined in accordance with the Purchase Agreement.

[[Page 49433]]

American Electric Power Company, Inc., et al. (70-9937)

    American Electric Power Company, Inc. (``AEP''), at registered 
holding company and its public utility subsidiary companies, Central 
Power and Light Company (``CP&L''), Southwestern Electric Power Company 
(``SWEPCO''), West Texas Utilities Company (``WTU''), Columbus Southern 
Power Company (``CSPC'') and Ohio Power Company (``OPC''), all located 
at 1 Riverside Plaza, Columbus, Ohio 43215 (collectively, 
``Applicants''), have filed an application-declaration under sections 
6(a), 7, 9(a) and 10 of the Act and rules 43, 45, and 54 under the Act.
    By order dated June 14, 2000 (HCAR No. 27186) (``Merger Order''), 
the Commission approved the merger of AEP and Central and South West 
Corporation (``CSW''), authorized AEP to continue CSW's system money 
pool (``Money Pool''), added AEP's public utility subsidiaries as Money 
Pool participants, and established borrowing limits for the Money 
Pool.\2\ Applicants propose to increase their respective borrowing 
limits through December 31, 2002 (``Authorization Period'') as follows: 
(1) AEP's external borrowing limit \3\ would increase from $5 billion 
to $6.910 billion (``Aggregate Short-Term Debt Limit''); (2) CP&L's 
borrowing limit would increase from $600 million to $1.2 billion; (3) 
CSPC's borrowing limit would increase from $350 million to $800 
million; (4) OPC's borrowing limit would increase from $450 million to 
$1 billion; (5) SWEPCO's borrowing limit would increase from $250 
million to $350 million; and (6) WTU's borrowing limit would increase 
from $165 million to $375 million. The aggregate amount outstanding at 
any one time for all Applicants will not exceed the Aggregate Short-
Term Debt Limit.
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    \2\ The Merger Order permitted AEP to continue CSW's Money Pool 
program authorized by the Commission by order dated April 5, 1989 
(HCAR No. 24855). The Commission by order dated March 28, 1997 (HCAR 
No. 26697) authorized the Money Pool to continue through March 31, 
2002.
    \3\ AEP's external borrowing would be from commercial paper and 
bank loans.
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    Applicants represent that the increase in AEP's borrowing authority 
would ensure that AEP has sufficient borrowing authority in order to 
loan funds through the Money Pool during the Authorization Period. 
CP&L, CSPC, OPC, SWEPC, and WTU will use the proceeds from the 
borrowings from the Money Pool to replace a portion of respective long-
term securities with short-term debt as part of a restructuring of 
their debt portfolios (``Restructuring''). Applicants represent that 
the Restructuring is mandated by the states of Ohio and Texas which 
require the separate ownership of generating and other power supply 
assets from transmission and distribution assets no later than January 
1, 2002.
    AEP further represents that it will maintain common equity as a 
percentage of its consolidated capitalization (inclusive of short-term 
debt) at 30% or above during the Authorization Period, and will also 
maintain common equity as a percentage of capitalization of AEP's 
utility subsidiaries that are Applicants at 30% or above during the 
Authorization Period.
    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-24181 Filed 9-26-01; 8:45 am]
BILLING CODE 8010-01-M