[Federal Register Volume 68, Number 176 (Thursday, September 11, 2003)]
[Notices]
[Pages 53619-53625]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-23152]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27720]


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

September 5, 2003.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under 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 September 29, 2003, 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 September 29, 2003 the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Xcel Energy, Inc., et al. (70-9635)

    Xcel Energy Inc. (``Xcel''), 800 Nicollet Mall, Minneapolis, 
Minnesota 55402, a holding company registered under the Act, and 
certain subsidiaries,\1\

[[Page 53620]]

(collectively, ``Applicants'' \2\) have filed a post-effective 
amendment to an application-declaration (``Application'') previously 
filed with the Commission under sections 6(a), 7, 9(a), 10, 12(b), 
12(c), 12(f), 32 and 33 of the Act and rules 43, 45, 46, 53 and 54 
under the Act.
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    \1\ Xcel directly owns six utility subsidiaries (``Utility 
Subsidiaries'') that serve electric and/or natural gas customers in 
12 states. These six utility subsidiaries are Northern States Power 
Company (``NSP-M''), a Minnesota corporation, Northern States Power 
Company (``NSP-W''), a Wisconsin corporation, Public Service Company 
of Colorado (``PSCo''), Southwestern Public Service Co. (``SPC''), 
Black Mountain Gas Company (``Black Mountain''), and Cheyenne Light, 
Fuel and Power Company (``Cheyenne''). Xcel's major nonutility 
subsidiaries (``Nonutility Subsidiaries'') are NRG Energy, Inc. 
(``NRG''), Seren Innovations, Inc., e prime, inc., and Eloigne 
Company. For purposes of this Application, the term ``Subsidiaries'' 
includes each of Xcel's utility subsidiaries and nonutility 
subsidiaries, except for NRG and its subsidiaries, as well as any 
future direct or indirect nonutility subsidiaries (other than of NRG 
or its subsidiaries) of Xcel whose equity securities may be acquired 
in accordance with an order of the Commission or in accordance with 
an exemption under the Act or the Commission's rules under the Act.
    \2\ As stated above, for purposes of this Application, NRG and 
its subsidiaries are not Applicants.
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    Applicants request authority to extend the time period in which to 
engage in a variety of financing transactions and other related 
proposals, as more fully discussed below, commencing on the effective 
date of an order issued under this Application and ending June 30, 2005 
(``Requested Authorization Period''). Applicants also request certain 
revisions to the terms and conditions for intrasystem financings and 
guarantees, including the implementation of a utility money pool, and 
the terms and conditions relating to the formation and operation of 
financing subsidiaries.

I. Background

    By order dated August 22, 2000 (HCAR No. 27218) (``August 2000 
Order''), the Commission authorized Xcel to, among other things, issue 
and sell common stock and long-term debt securities during a period 
through September 30, 2003 (``Original Authorization Period''), 
provided that the aggregate proceeds of these issuances, together with 
any long-term debt and preferred securities issued by financing 
entities established by Xcel, did not exceed $2.0 billion.
    In the August 2000 Order, the Commission reserved jurisdiction over 
Xcel's request to use the proceeds of financings to make investments 
in, exempt wholesale generators (``EWGs''), as defined in section 32 of 
the Act, and foreign utility companies (``FUCOs''), as defined in 
section 33 of the Act, in excess of $1.2 billion. By order dated March 
7, 2002 (HCAR No. 27494) (``100% Order'', and together with the August 
2000 Order, ``Original Financing Orders''), the Commission released 
that reservation of jurisdiction. By order dated May 29, 2003 (HCAR No. 
27681), the Commission authorized Xcel's request to declare and pay 
dividends out of capital and unearned surplus in an aggregate amount 
not to exceed $152 million. (``Supplemental Financing Order'' and, 
together with the Original Financing Orders, the ``Financing Orders'')
    Applicants, in the Application, request that the Commission release 
its reservation of jurisdiction in the Supplemental Financing Order, so 
as to authorize an increase in the aggregate amount of common stock and 
long-term debt securities that Xcel can issue during the Requested 
Authorization Period from $2.0 billion, as authorized in the August 
2000 Order, to $2.5 billion. Applicants also request that the financing 
authority granted by this Application be subject to certain general 
terms and conditions.

A. Financing Orders

    In the Original Financing Orders, the Commission authorized the 
following transactions (``Financing Authority''):
    [sbull] Xcel to issue and sell common stock and/or long-term debt 
securities for the uses described, provided that the aggregate proceeds 
received during the Original Authorization Period upon issuance of such 
common stock (exclusive of the issuance of common stock specifically 
authorized in the Original Financing Orders in respect of employee 
benefit plans and dividend reinvestment plans,\3\ the issuance of 
common stock specifically authorized in the Commission order dated May 
30, 2002 (HCAR No. 27533),\4\ and the issuance of common stock in 
connection with the reorganization of NRG \5\) and the aggregate 
principal amount of long-term debt issued and outstanding at any one 
time during the Original Authorization Period, together with any long-
term debt or preferred securities issued by Financing Subsidiaries (as 
defined in the Original Financing Orders) established by Xcel, not to 
exceed $2.0 billion;
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    \3\ Xcel was also authorized to issue and/or acquire an 
additional 30 million shares of its common stock (subject to 
adjustment for stock splits) from time to time through June 30, 2007 
under various employee benefit plans and dividend reinstatement 
plans. This Application does not request any amendment to this 
authority.
    \4\ In HCAR No. 27533 (May 30, 2002), the Commission authorized 
Xcel to issue up to 33,394,564 shares of its common stock in 
connection with the consummation of the exchange offer for the 
publicly held shares of NRG common stock and upon subsequent 
exercise of options issued by NRG or conversion of the corporate 
units issued by NRG into shares of Xcel.
    \5\ On May 14, 2003, NRG and certain of NRG's subsidiaries filed 
voluntary petitions for bankruptcy under Chapter 11 of the U.S. 
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern 
District of New York. Authorization for Xcel to issue common stock 
in accordance with the terms of NRG's Plan of Reorganization is 
being addressed in a separate application to the Commission under 
the Act.
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    [sbull] Xcel to have outstanding at any one time short-term debt 
with a maturity date not more than one year from the date of the 
borrowing in an aggregate principal amount of up to $1.5 billion;
    [sbull] Cheyenne and Black Mountain to each issue short-term debt 
to non-associate lenders, when combined with borrowings from associate 
lenders, not to exceed $40 million for each of Cheyenne and Black 
Mountain;
    [sbull] Xcel's Subsidiaries to borrow from each other and from 
Xcel, and for Xcel and any Subsidiary to enter into guarantees, obtain 
letters of credit, enter into expense agreements or otherwise provide 
credit support with respect to the debt and other obligations of other 
Subsidiaries (``Intrasystem Financings''), excluding transactions that 
are exempt under rules 45(b) and 52, as applicable, in an aggregate 
outstanding principal amount not to exceed $2.5 billion at any one 
time, provided that any short-term loans to Cheyenne and Black Mountain 
will be counted against their respective authorization for $40 million 
of short-term debt and shall not apply against this limit on 
Intrasystem Financings; \6\
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    \6\ Applicants do not request an extension of this authority, 
but rather seek revised authority for intrasystem financings and 
guarantees.
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    [sbull] Xcel and its Subsidiaries to enter into hedging 
transactions with respect to existing and anticipated debt offerings, 
subject to certain limitations and restrictions;
    [sbull] Xcel and its Subsidiaries to acquire, directly or 
indirectly, the equity securities of one or more of their Financing 
Subsidiaries created specifically for the purpose of facilitating the 
financing of the authorized and exempt activities of Xcel and the 
Subsidiaries through the issuance of debt or preferred securities, 
including but not limited to monthly income preferred securities, to 
third parties, the loaning of the proceeds of such financings to Xcel 
or such Subsidiaries, the guarantee of all or part of the obligations 
of any Financing Subsidiary under any securities issued by the 
Financing Subsidiary, and Xcel or a Subsidiary to enter into expense 
arrangements in respect of the obligations of any such Financing 
Subsidiary;\7\
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    \7\ Applicants do not request an extension of this authority, 
but rather seek revised authority.
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    [sbull] Xcel and its Nonutility Subsidiaries to acquire the 
securities of one or more companies (``Intermediate Subsidiaries''), 
which would be organized exclusively for the purpose of acquiring, 
holding and/or financing the acquisition of the securities of or other 
interest in one or more other Nonutility Subsidiaries, provided that 
Intermediate Securities may also engage in development activities and 
administrative activities relating to such subsidiaries;
    [sbull] Xcel to restructure its nonutility interests, including the 
creation of new,

[[Page 53621]]

or the elimination of existing, Intermediate Subsidiaries, the 
consolidation of Nonutility Subsidiaries engaged in similar businesses, 
the spin-off of a portion of an existing business of a Nonutility 
Subsidiary to another Nonutility Subsidiary, the re-incorporation of an 
existing Nonutility Subsidiary in a different state, the transfer of 
authority from one Nonutility Subsidiary to another or other similar 
type arrangements, and to change the terms of any wholly-owned 
Nonutility Subsidiary's authorized capital stock capitalization as 
deemed appropriate by Xcel or other immediate parent company;
    [sbull] Any Nonutility Subsidiary to pay dividends out of capital 
and unearned surplus; and
    [sbull] The use by Xcel of financings to invest in EWGs and FUCOs, 
and to guarantee the obligations of EWGs and FUCOs, provided that 
Xcel's aggregate investment at the time of such investment shall not 
exceed 100% of its ``consolidated retained earnings,'' as defined in 
rule 53(a)(1)(ii).
    In the Supplemental Financing Order, the Commission authorized Xcel 
to declare and pay two quarterly dividends out of capital and unearned 
surplus on its common stock and its preferred stock, in an aggregate 
amount of up to $152 million and the Commission reserved jurisdiction 
over Xcel's request to increase the aggregate amount of common stock 
and long-term debt securities that it may issue during the Original 
Authorization Period from the $2.0 billion (authorized by the August 
2000 Order) to $2.5 billion. Applicants request that the Commission 
release that reserved jurisdiction.

II. Modifications to the Financing Parameters

    Applicants request certain modifications to the financing 
conditions contained in the Financing Orders. Applicants request that 
the financing authority granted by the Application be subject to the 
following general terms and conditions, where appropriate:
    Effective Cost of Money. The effective cost of money on debt and 
preferred securities issued to non-associate companies pursuant to 
authorization in the Financing Orders and/or an order in this matter 
will not exceed competitive market rates for securities of comparable 
credit quality with similar terms and features.
    Maturity of Debt. The maturity of authorized indebtedness will not 
exceed 50 years.
    Investment Grade Ratings. Applicants further represent that apart 
from securities issued for the purpose of Intrasystem Financings, no 
guarantees or other securities, other than common stock, may be issued 
in reliance upon the authorization granted by the Commission pursuant 
to the Application, unless (i) the security to be issued, if rated, is 
rated investment grade; (ii) all outstanding securities of the issuer 
(except in the case of Xcel, Xcel's preferred stock) that are rated are 
rated investment grade; and (iii) all outstanding securities of Xcel 
(except for Xcel's preferred stock) that are rated are rated investment 
grade. For purposes of this provision, a security will be deemed to be 
rated investment grade if it is rated investment grade by at least one 
nationally recognized statistical rating organization. Xcel's preferred 
stock is not rated investment grade. Applicants request that the 
Commission reserve jurisdiction over the issuance by Xcel of preferred 
stock and/or any other such securities that are rated below investment 
grade. Applicants further request that the Commission reserve 
jurisdiction over the issuance of any guarantee or other securities at 
any time that the conditions, set forth in clauses (i) through (iii) 
above, are not satisfied.
    Capitalization Ratios. Xcel's common equity, as reflected on its 
most recent Form 10-K or Form 10-Q and as adjusted to reflect 
subsequent events that affect capitalization, will be at least 30% of 
consolidated total capitalization (the ``Xcel 30% Test''); \8\ provided 
that in any event when Xcel does not satisfy the Xcel 30% Test, Xcel 
may issue common stock pursuant to this authorization. Similarly, the 
common stock equity of each Utility Subsidiary will be at least 30% of 
that Utility Subsidiary's total capitalization. Xcel requests that the 
Commission reserve jurisdiction over Xcel's authority to engage in the 
financing transactions authorized in the Financing Orders and in this 
proceeding at a time when Xcel does not satisfy the Xcel 30% Test.
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    \8\ Total capitalization is the sum of common stock equity, 
preferred stock, long-term debt (including current maturities) and 
short-term debt.
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    Fees, Commissions and Other Remuneration. The underwriting fees, 
commissions and other similar remuneration paid in connection with the 
non-competitive issuance of any security issued by Xcel will not exceed 
the greater of (A) 5% of the principal or total amount of the 
securities being issued or (B) issuances expenses that are paid at the 
time in respect of the issuance of securities having the same or 
reasonably similar terms and conditions issued by similar companies of 
reasonably comparable credit quality.
    Applicants state that the proceeds from the financings authorized 
by the Commission pursuant to the Application will be used for the same 
purposes authorized in the August 2000 Order, which are general 
corporate purposes, including (i) financing investments by and capital 
expenditures of Xcel and its Subsidiaries, (ii) the repayment, 
redemption, refunding or purchase by Xcel or any of its Subsidiaries of 
securities issued by such companies without the need for prior 
Commission approval pursuant to rule 42 or a successor rule, (iii) 
financing working capital requirements of Xcel and its Subsidiaries, 
and (iv) other lawful general purposes. In addition, any use of 
proceeds to make investments in any ``energy-related company,'' as 
defined in rule 58 under the Act, will be subject to the investment 
limitation of such rule, and any use of proceeds to make investments in 
any EWG or FUCO will be subject to the investment limitation and other 
conditions in the 100% Order or any order amending or replacing the 
100% Order. Xcel further commits that no financing proceeds will be 
used to acquire the equity securities of any new subsidiary unless such 
acquisition has been approved by the Commission in this proceeding or 
in a separate proceeding or is in accordance with an available 
exemption under the Act or the rules.
    Xcel requests that the Commission release jurisdiction reserved in 
the Supplemental Financing Order over Xcel's request to increase the 
aggregate amount of common stock and long-term debt securities that it 
may issue from $2.0 billion to $2.5 billion. Specifically, Xcel 
requests authorization, subject to the financing parameters in the 
Application, to issue and sell common stock and/or long-term debt 
securities for the uses described herein, provided that the aggregate 
proceeds received during the Requested Authorization Period upon 
issuance of such common stock (exclusive of the issuance of common 
stock specifically authorized in the Financing Orders with respect to 
employee benefit plans and dividend reinvestment plans, the issuance of 
common stock specifically authorized in the NRG Order and the issuance 
of common stock pursuant to NRG's Plan of Reorganization) and the 
aggregate principal amount of long-term debt issued and outstanding at 
any one time during the Requested Authorization Period, together with 
any long-term debt or preferred securities issued by

[[Page 53622]]

Financing Subsidiaries established by Xcel, shall not exceed $2.5 
billion.

III. Common Stock and Long-Term Debt

    Applicants propose that the issuance of common stock \9\ and long-
term debt of Xcel would be subject to the following general terms and 
conditions:
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    \9\ Any common stock to be issued by Xcel under the settlement 
with NRG and NRG's creditors is addressed in a separate application 
to the Commission under the Act.
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    Common Stock. Subject to the limits described above and the other 
conditions described in the Application, Xcel may issue and sell common 
stock, options, warrants and stock purchase rights exercisable for 
common stock, or other equity-linked securities or contracts to 
purchase common stock. Such financings may be effected pursuant to 
underwriting agreements of a type generally standard in the industry. 
Public distributions may be pursuant to private negotiation with 
underwriters, dealers or agents, as discussed below, or effected 
through competitive bidding among underwriters. In addition, sales may 
be made through private placements or other non-public offerings to one 
or more persons. All such common stock sales will be at rates or prices 
and under conditions negotiated or based upon, or otherwise determined 
by, competitive capital markets.
    Xcel may also issue common stock in public or privately-negotiated 
transactions in exchange for the equity securities or assets of other 
companies, provided that the acquisition of any such equity securities 
or assets has been authorized in this proceeding or in a separate 
proceeding or is exempt under the Act.
    Long-Term Debt. The long-term debt to be issued by Xcel under the 
authorization will be unsecured. Subject to the limits described above 
and the other conditions described in the Application, Xcel's long-term 
debt (a) may be subordinated in right of payment to other debt and 
other obligations of Xcel, (b) may be convertible into any other 
securities of Xcel, (c) will have maturities ranging from one to 50 
years, (d) may be subject to optional and/or mandatory redemption, in 
whole or in part, at par or at various premiums above the principal 
amount thereof, (e) may be entitled to mandatory or optional sinking 
fund provisions, (f) may provide for reset of the interest rate 
pursuant to a remarketing arrangement, and (g) may be called from 
existing investors by a third party. In addition, Xcel may have the 
right from time to time to defer the payment of interest on all or a 
portion of its long-term debt (which may be fixed or floating or 
``multi-modal'', i.e., where the interest is periodically reset, 
alternating between fixed and floating interest rates for each reset 
period).
    Xcel states that long-term debt securities would be issued and sold 
directly to one or more purchasers in privately-negotiated transactions 
or to one or more investment banking or underwriting firms or other 
entities who would resell such securities without registration under 
the Securities Act of 1933, as amended, in reliance upon one or more 
applicable exemptions from registration, or to the public either (i) 
through underwriters selected by negotiation or competitive bidding or 
(ii) through selling agents acting either as agent or as principal for 
resale to the public either directly or through dealers.

IV. Intrasystem Financings and Guarantees

    Applicants request authority for Xcel to enter into guarantees, 
obtain letters of credit, enter into expense agreements or otherwise 
provide credit support (``Guarantees'') with respect to the obligations 
of Utility Subsidiaries as may be appropriate to enable the Utility 
Subsidiaries to carry on in the ordinary course of their respective 
businesses, and Xcel and its Nonutility Subsidiaries to enter into 
Guarantees with respect to the obligations of Nonutility Subsidiaries 
as may be appropriate to enable such Nonutility Subsidiaries to carry 
on in the ordinary course of their respective businesses; provided that 
the aggregate principal amount of intrasystem financings and Guarantees 
pursuant to this paragraph shall not exceed $1.0 billion outstanding at 
any one time during the Requested Authorization Period. The $1.0 
billion excludes any such Guarantees that are exempt pursuant to rules 
45(b) and 52. The authorization requested will permit issuances of 
guarantees in situations where the exemptions provided by rules 45(b) 
and 52 are not applicable.
    Xcel may charge each Subsidiary a fee for each Guarantee provided 
on behalf of the Subsidiary that is determined by multiplying the 
amount of any such guarantee by Xcel by the cost of obtaining the 
liquidity necessary to perform the guarantee (for example, bank line 
commitment fees or letter of credit fees) for the period of time the 
guarantee remains outstanding. Nonutility Subsidiaries may also charge 
each Nonutility Subsidiary a fee for each guarantee provided on its 
behalf determined in the same manner as specified above. Applicants 
also request authorization for Xcel to finance its Nonutility 
Subsidiaries and its Nonutility Subsidiaries to finance other 
Nonutility Subsidiaries in an aggregate principal amount outstanding at 
any one time during the Requested Authorization Period of not to exceed 
$400 million. This $400 million excludes any financings that are exempt 
pursuant to rules 45(b) and 52.
    In the case of loans by Xcel or a Nonutility Subsidiary to a 
Nonutility Subsidiary, the company making the loan or extending the 
credit may charge interest at the same effective rate of interest as 
the daily weighted average effective rate of commercial paper, 
revolving credit and/or other short-term borrowings of such lending 
company, including an allocated share of commitment fees and related 
expenses. If no such borrowings are outstanding, then the interest rate 
shall be predicated on the Federal Funds' effective rate of interest as 
quoted daily by the Federal Reserve Bank of New York. In the limited 
circumstances where the Nonutility Subsidiary effecting the borrowing 
is not wholly-owned by Xcel, directly or indirectly, authority is 
requested under the Act for Xcel or a Nonutility Subsidiary to make the 
loans to the subsidiaries at interest rates and maturities designed to 
provide a return to the lending company of not less than its effective 
cost of capital. If loans are made to a Nonutility Subsidiary which is 
not wholly-owned, such Nonutility Subsidiary will not provide any 
services to any associate Subsidiary except a company which meets one 
of the conditions for rendering of services on a basis other than ``at 
cost'', as authorized in HCAR No. 27212 (August 16, 2000).

V. Utility Money Pool

    In order to provide intrasystem financing to the Utility 
Subsidiaries, Applicants request authorization to operate a Utility 
Money Pool. The Utility Money Pool would include some or all of the 
Utility Subsidiaries as borrowers from and lenders to the pool. Xcel 
would participate in the Utility Money Pool, but only as a lender to 
the pool. Xcel Energy Services Inc. (``Xcel Services'') will act as the 
administrator of the Utility Money Pool. To the extent not exempted by 
rule 52, the Utility Subsidiaries request authorization to make 
unsecured short-term borrowings from the Utility Money Pool and to 
contribute surplus funds to the Utility Money Pool and to lend and 
extend credit to (and acquire promissory notes from) one another 
through the Utility Money Pool. Xcel requests authorization to 
contribute surplus funds and to lend and extend credit to the Utility

[[Page 53623]]

Subsidiaries through the Utility Money Pool. No loans through the 
Utility Money Pool would be made to, and no borrowings through the 
Utility Money Pool would be made by, Xcel.
    Applicants believe that the cost of the proposed borrowings through 
the Utility Money Pool will generally be more favorable to the 
borrowing participants than the comparable cost of external short-term 
borrowings, and the yield to the participants contributing available 
funds to the Utility Money Pool will generally be higher than the 
typical yield on short-term investments.
    Under the proposed terms of the Utility Money Pool, short-term 
funds would be available from the following sources for short-term 
loans to each of the Utility Subsidiaries from time to time: (1) 
Surplus funds in the treasuries of Utility Money Pool participants, (2) 
surplus funds in the treasury of Xcel, and (3) proceeds from bank 
borrowings by Utility Money Pool participants or the sale of commercial 
paper by the Utility Money Pool participants for loan to the Utility 
Money Pool (``External Funds''). The determination of whether a Utility 
Money Pool participant at any time has surplus funds to lend to the 
Utility Money Pool or shall borrow funds from the Utility Money Pool 
would be made by the participant's chief financial officer or 
treasurer, or by a designee thereof, on the basis of cash flow 
projections and other relevant factors, in that participant's sole 
discretion.
    Utility Money Pool participants that borrow would borrow pro rata 
from each company that lends, in the proportion that the total amount 
loaned by each lending company bears to the total amount then loaned 
through the Utility Money Pool. On any day when more than one fund 
source (e.g., surplus treasury funds of Xcel and other Utility Money 
Pool participants (``Internal Funds'') and External Funds), with 
different rates of interest, is used to fund loans through the Utility 
Money Pool, each borrower would borrow pro rata from each such fund 
source in the Utility Money Pool in the same proportion that the amount 
of funds provided by that fund source bears to the total amount of 
short-term funds available to the Utility Money Pool.
    Borrowings from the Utility Money Pool would require authorization 
by the borrower's chief financial officer or treasurer, or by a 
designee. No party would be required to effect a borrowing through the 
Utility Money Pool if it is determined that it could (and had authority 
to) effect a borrowing at lower cost directly from banks or through the 
sale of its own commercial paper. The cost of compensating balances, if 
any, and fees paid to banks to maintain credit lines and accounts by 
Utility Money Pool participants lending External Funds to the Utility 
Money Pool would initially be paid by the participant maintaining such 
line. A portion of these costs--or all of such costs in the event a 
Utility Money Pool participant establishes a line of credit solely for 
purposes of lending any External Funds obtained thereby into the 
Utility Money Pool--would be retroactively allocated every month to the 
companies borrowing these External Funds through the Utility Money Pool 
in proportion to their respective daily outstanding borrowings of such 
External Funds.
    If only Internal Funds make up the funds available in the Utility 
Money Pool, the interest rate applicable and payable to or by the 
Utility Money Pool participants for all loans of such Internal Funds 
outstanding on any day will be the rates for high-grade unsecured 30-
day commercial paper sold through dealers by major corporations as 
quoted in The Wall Street Journal on the last business day of the prior 
calendar month. If only External Funds comprise the funds available in 
the Utility Money Pool, the interest rate applicable to loans of such 
External Funds would be equal to the lending company's cost for such 
External Funds (or, if more than one Utility Money Pool participant had 
made available External Funds on such day, the applicable interest rate 
would be a composite rate equal to the weighted average of the cost 
incurred by the respective Utility Money Pool participants for such 
External Funds).
    In cases where both Internal Funds and External Funds are 
concurrently borrowed through the Utility Money Pool, the rate 
applicable to all loans comprised of such ``blended'' funds would be a 
composite rate equal to the weighted average of (a) the cost of all 
Internal Funds contributed by Utility Money Pool participants (as 
determined pursuant to the second-preceding paragraph above) and (b) 
the cost of all such External Funds (as determined pursuant to the 
immediately preceding paragraph, above).
    Funds not required by the Utility Money Pool to make loans (with 
the exception of funds required to satisfy the Utility Money Pool's 
liquidity requirements) would ordinarily be invested in one or more 
short-term investments, including: (i) Interest-bearing accounts with 
banks; (ii) obligations issued or guaranteed by the U.S. government 
and/or its agencies and instrumentalities, including obligations under 
repurchase agreements; (iii) obligations issued or guaranteed by any 
state or political subdivision, provided that such obligations are 
rated not less than ``A'' by a nationally recognized rating agency; 
(iv) commercial paper rated not less than ``A-1'' or ``P-1'' or their 
equivalent by a nationally recognized rating agency; (v) money market 
funds; (vi) bank certificates of deposit; (vii) Eurodollar funds; and 
(viii) such other investments as are permitted by section 9(c) of the 
Act and rule 40 under the Act.
    The interest income and investment income earned on loans and 
investments of surplus funds would be allocated among the participants 
in the Utility Money Pool in accordance with the proportion each 
participant's contribution of funds bears to the total amount of funds 
in the Utility Money Pool. Each Applicant receiving a loan through the 
Utility Money Pool would be required to repay the principal amount of 
such loan, together with all interest accrued, on demand. All loans 
made through the Utility Money Pool may be prepaid by the borrower 
without premium or penalty. Operation of the Utility Money Pool, 
including record keeping and coordination of loans, will be handled by 
Xcel Services under the authority of the appropriate officers of the 
participating companies. Xcel Services will administer the Utility 
Money Pool on an ``at cost'' basis.
    Proceeds from the Utility Money Pool may be used by each Utility 
Subsidiary (i) for the interim financing of its construction and 
capital expenditure programs, (ii) for its working capital needs, (iii) 
for the repayment, redemption or refinancing of its debt and preferred 
stock, (iv) to meet unexpected contingencies, payment and timing 
differences and cash requirements, and (v) to otherwise finance its own 
business and for other lawful general corporate purposes. The Utility 
Subsidiaries request authority to borrow up to an amount at any one 
time outstanding from the Utility Money Pool as set forth below:

------------------------------------------------------------------------
                                                              Money pool
                     Utility subsidiary                         limit
                                                              (million)
------------------------------------------------------------------------
NSP-M......................................................         $250
NSP-W......................................................          100
PSCo.......................................................          250
SPS........................................................          100
Cheyenne...................................................           40
Black Mountain.............................................           40
------------------------------------------------------------------------

Loans to Cheyenne and Black Mountain through the money pool will be 
counted against their respective $40 million limits applicable to 
short-term debt.

[[Page 53624]]

VI. Financing Subsidiaries

    For the Requested Authorization Period, Applicants request that the 
terms and conditions in respect of Financing Subsidiaries be modified. 
Applicants request authority for Xcel and its Subsidiaries to acquire, 
directly or indirectly, the equity securities of one or more 
corporations, trusts, partnerships or other entities (``Financing 
Subsidiaries'') created specifically for the purpose of facilitating 
the financing of the authorized and exempt activities (including exempt 
and authorized acquisitions) of Xcel and the Subsidiaries through the 
issuance of debt or preferred securities, including but not limited to 
monthly income preferred securities, to third parties and the loaning 
of the proceeds of such financings to Xcel or such Subsidiaries. The 
proceeds of any securities issuance by a Financing Subsidiary would be 
loaned, dividended or otherwise transferred to Xcel or the Subsidiary 
that established such Financing Subsidiary. The proceeds of any 
securities issuances by a Financing Subsidiary would count against any 
applicable authorization limit of Xcel or a Subsidiary establishing 
such Financing Subsidiary as though Xcel or the Subsidiary had 
undertaken the issuance directly. Xcel or the Subsidiary that 
established such Financing Subsidiary, as applicable, may, if required, 
guarantee all or part of the obligations of such Financing Subsidiary 
under any securities issued by the Financing Subsidiary. Xcel or the 
Subsidiary that established such Financing Subsidiary, as applicable, 
also may enter into expense arrangements in respect of the obligations 
of such Financing Subsidiary. However, the amount of any such guarantee 
by Xcel or a Subsidiary would not be counted against the authorization 
limit in respect of intra-system financings and guarantees discussed 
above.
    Any such long-term debt or preferred securities would be issued 
with terms and features negotiated or based upon, or otherwise 
determined by, competitive capital markets, and in any event consistent 
with the general terms set forth above for Xcel. Any such preferred 
securities would have dividend rates or methods of determining the 
same, redemption provisions, conversion or put terms and other terms 
and conditions as Xcel may determine at the time of issuance. In 
addition, all issuances of preferred securities will be at rates or 
prices, and under conditions negotiated pursuant to, based upon, or 
otherwise determined by competitive capital markets.

Georgia Power Company (70-10137)

    Georgia Power Company (``Georgia Power''), a wholly owned utility 
subsidiary of the Southern Company (``Southern''), a registered holding 
company, 241 Ralph McGill Boulevard, NE., Atlanta, Georgia, 30308, has 
filed a declaration under section 12(b) of the Act and rules 45 and 54 
under the Act.
    Georgia Power owns 50% of the outstanding common stock of Southern 
Electric Generating Company (``SEGCO''), an indirect utility subsidiary 
of Southern. Alabama Power Company (``Alabama Power''), a wholly owned 
utility subsidiary of Southern, owns the remaining outstanding common 
stock of SEGCO. SEGCO owns units one through four of the 1,000 megawatt 
Ernest C. Gaston steam plant near Wilsonville, Alabama. The plant sells 
all of its energy and capacity to Georgia Power and Alabama Power in 
proportion to their ownership interest in the plant. Alabama Power acts 
as SEGCO's agent in the operation of the plant.
    On May 22, 2003 SEGCO issued its Series A 4.40% Senior Notes due 
May 15, 2013 in an aggregate principal amount of $50 million. As part 
of the financing, Alabama Power guaranteed repayment of the SEGCO debt. 
Georgia Power proposes to agree by letter to reimburse Alabama Power 
pro rata (based on Georgia Power's ownership of the outstanding equity 
securities of SEGCO as of the date the payment is due) for any payments 
made by Alabama Power under its guarantee. The letter will provide that 
the commitment of Georgia Power will terminate when Georgia Power 
ceases to own an interest in SEGCO.

Unitil Corporation (70-10161)

    Unitil Corporation (``Unitil''), a registered holding company under 
the Act, 6 Liberty Lane West, Hampton, New Hampshire 03842, 
(``Applicant'') has filed an application/declaration (``Application'') 
with the Commission under sections 6(a) and 7 of the Act.
    Unitil requests authority to issue and sell for cash prior to 
January 31, 2004 up to 717,600 additional shares of its common stock, 
no par value (the ``Additional Common Stock''). Unitil has an 
authorized total of 8,000,000 shares of common stock, of which 
4,753,630 shares were issued and outstanding as of June 30, 2003.
    Unitil contemplates that the Additional Common Stock would be 
issued and sold to the public through underwriters, who would acquire 
the Additional Common Stock for their own accounts and may resell the 
shares of the Additional Common Stock in one or more transactions, 
including negotiated transactions, either at a fixed public offering 
price or at varying prices determined at the times of sale. The 
offering is expected to be effected in accordance with an underwriting 
agreement of a type generally standard in the industry and Unitil may 
grant the underwriters a ``green shoe'' option to purchase additional 
shares at the same price then offered solely for the purpose of 
covering over-allotments (provided that the total number of shares 
offered initially, together with the number of shares issued in 
accordance with any ``green shoe'' option would not exceed the number 
of shares authorized for issuance by any order granted under the 
Application). Applicant states that it is also possible that Unitil 
would sell the Additional Common Stock through dealers or agents or 
directly to a limited number of purchasers or a single purchaser.
    The aggregate price of the Additional Common Stock being sold 
through any underwriter or dealer would be calculated based on either 
the specified selling price to the public or the closing price of the 
common stock on the day the offering is announced. Public distributions 
may be in accordance with private negotiation with underwriters, 
dealers or agents as discussed above or effected through competitive 
bidding among underwriters. In addition, sales may be made through 
private placements or other non-public offerings to one or more 
persons. The sale of the shares of Additional Common Stock would be at 
rates or prices and under conditions negotiated or based upon, or 
otherwise determined by, competitive capital markets. The underwriting 
fees, commissions or other similar remuneration paid in connection with 
the issue, sale or distribution of the Additional Common Stock in 
accordance with the Application (not including any original issue 
discount) would not exceed 7% of the principal or total amount of the 
Additional Common Stock being issued.
    Unitil states that it intends to use the net proceeds of the 
offering (after deduction of fees, commissions and expenses) (i) to 
make cash capital contributions to its subsidiaries, including, without 
limitation, its public utility subsidiaries, Fitchburg Gas and Electric 
Light Company (``Fitchburg'') and Unitil Energy Systems, Inc. (``Unitil 
Energy''), in accordance with rule 45(a)(4) of the Act; (ii) to repay 
its outstanding short-term indebtedness; and (iii) for other general 
corporate

[[Page 53625]]

purposes consistent with the requirements of the Act, including to meet 
working capital needs. Unitil Energy and Fitchburg are expected, in 
turn, to use any funds contributed by Unitil to repay outstanding 
short-term indebtedness incurred for additions, extensions and 
betterments to their respective property, plant and equipment and to 
finance future expenditures for additions, extensions and betterments 
to property, plant and equipment. Unitil represents that no proceeds 
from any offering authorized in any order of the Commission issued on 
the Application will be used (i) to acquire any exempt wholesale 
generators or foreign utility companies, as those terms are defined in 
sections 32 and 33 of the Act, respectively; or (ii) to acquire or form 
a new subsidiary unless that financing is consummated in accordance 
with an order of the Commission or an available exemption under the 
Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-23152 Filed 9-10-03; 8:45 am]
BILLING CODE 8010-01-U