[Federal Register Volume 68, Number 231 (Tuesday, December 2, 2003)]
[Notices]
[Pages 67495-67496]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-29937]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27768]


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

November 25, 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 December 18, 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 December 18, 2003, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

CenterPoint Energy, Inc., et. al. (70-10128)

    CenterPoint Energy, Inc. (``CenterPoint''), 1111 Louisiana, 
Houston, Texas, 77002, a registered holding company under the Act; its 
subsidiary, Utility Holding, LLC,\1\ 200 West Ninth Street Plaza, Suite 
411, Wilmington, Delaware 19801; and CenterPoint Energy Houston 
Electric, LLC (``T&D Utility''), 1111 Louisiana, Houston, Texas, 77002, 
an indirect electric public utility subsidiary of CenterPoint 
(together, ``Applicants'') have filed a post-effective amendment under 
sections 6 and 7 of the Act and rules 44 and 54 under the Act, to their 
previously filed application-declaration (``Declaration'').
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    \1\ CenterPoint holds its utility interests through Utility 
Holding, LLC, a Delaware limited liability company that is a conduit 
entity formed solely to minimize tax liability.
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    The Applicants are asking the Commission to modify the authority 
granted under the order dated June 30, 2003 (Holding Company Act 
Release No. 35-27692) (``Omnibus Financing Order''), as supplemented by 
the order dated August 1, 2003 (Holding Company Act Release No. 35-
27705) (collectively, ``T&D Utility Financing Orders''). The T&D 
Utility Financing Orders authorized the T&D Utility to: (1) Issue up to 
$500 million principal amount of incremental external debt securities 
through June 30, 2005 (``Authorization Period'') so that the total 
amount of T&D Utility external debt would not exceed $3.603 billion 
principal amount (``T&D Utility Additional Debt Limit'') at any one 
time outstanding during the Authorization Period; and (2) enter into 
obligations with respect to tax-exempt debt issued on its behalf by 
governmental authorities in connection with the refunding of 
outstanding tax-exempt debt assumed by CenterPoint in connection with 
the electric restructuring by which CenterPoint and Utility Holding, 
LLC became holding companies for the T&D Utility.
    The T&D Utility has issued $300 million principal amount of debt 
securities under the authority granted in the T&D Utility Financing 
Orders. The T&D Utility has remaining authority to issue up to $200 
million principal amount of incremental external debt securities during 
the Authorization Period.
    Applicants request the Commission to modify the existing authority 
under the T&D Utility Financing Orders to permit the T&D Utility to 
issue an additional $300 million principal amount of incremental 
external debt securities during the Authorization Period, so that the 
amount of the T&D Utility Additional Debt Limit would increase to 
$3.903 billion principal amount during the Authorization Period. 
Applicants request that the Commission reserve jurisdiction over the 
issuance of $250 million principal amount of incremental external debt, 
out of the $300 million principal amount of debt authority requested, 
until completion of the record.
    Prior to the electric restructuring, a utility to which the T&D 
Utility is the corporate successor entered into agreements with certain 
governmental authorities (``Authorities'') for the issuance of 
pollution control bonds (``Bonds'') by those Authorities. Under these 
agreements, the proceeds of the Bonds were used by the utility to 
finance qualifying pollution control facilities used in its business or 
to refund bonds previously issued for that purpose. In connection with 
the electric restructuring: (1) CenterPoint assumed the installment 
payment obligations of the utility; (2) the mortgage bonds that secured 
certain of these obligations remained with the T&D Utility as corporate 
successor to the utility; and (3) the T&D Utility issued promissory 
notes payable to CenterPoint with payment terms equivalent to 
CenterPoint's installment payment obligations for each series of 
secured bonds.
    Certain of these currently outstanding Bonds are, or soon will 
become, callable. The Applicants believe, on the basis of currently 
available information, including current interest rates and other 
factors, that it would be in the best interest of the T&D Utility to 
cause some or all of these Bonds to be refunded prior to their 
maturity. In connection with any refunding, the T&D Utility would 
request the relevant Authorities to issue a new series of revenue 
refunding bonds, the proceeds of which would ultimately be used to 
redeem up to approximately $250 million of Bonds supported by 
CenterPoint installment payment obligations. The new series of revenue 
refunding bonds would be issued by the applicable governmental 
Authority on behalf of the T&D Utility, and supported by credit support 
in the form of: (1) T&D Utility installment payment obligations; (2) 
possibly, a separate series of T&D Utility first mortgage bonds or 
general mortgage bonds; and (3) possibly, bond insurance. As noted 
above, the T&D Utility has outstanding promissory notes payable to 
CenterPoint for each series of

[[Page 67496]]

outstanding Bonds. These intercompany notes that the T&D Utility owes 
to CenterPoint would be ``deemed paid'' when the outstanding Bonds are 
redeemed. In addition, the redemption of the outstanding Bonds would 
result in a corresponding satisfaction of the related series of 
currently outstanding mortgage bonds.
    The precise amount of the costs associated with the refunding will 
not be known until the refinancing is complete but the fees and terms 
and conditions of the refinancing will comply with the terms and 
conditions established in the Omnibus Financing Order. Among other 
things, Applicants would continue to comply with the investment grade 
and equity capitalization criteria in the Omnibus Financing Order. In 
particular, the T&D Utility will continue to maintain a minimum of 30% 
common equity, as required by the Omnibus Financing Order.

Dominion Resources, Inc., et al. (70-10144)

    Dominion Resources, Inc. (``DRI''), a registered holding company, 
and Consolidated Natural Gas Company (``CNG''), a registered holding 
company and direct subsidiary of DRI (``Applicants''), both at 120 
Tredegar Street, Richmond, VA 23219, have filed a declaration 
(``Declaration'') under sections 6(a) and 7 of the Act and rules 53 and 
54 under the Act.

I. Request To Issue and Sell Short-Term Debt

    DRI and CNG, each requests authority to issue short-term debt 
through December 31, 2004. DRI and CNG request authorization to issue 
short-term debt including, but not limited to, the issuance of 
commercial paper, in an aggregate amount of up to $4.0 billion 
principal amount outstanding at any one time, $2.0 billion for DRI and 
$2.0 billion for CNG. The short-term debt will enable DRI to support 
its Money Pool and other short-term financing needs, which vary 
significantly during a calendar period. This $2.0 billion short-term 
debt authorization will enable CNG to support its short-term financing 
needs which vary significantly during a calendar period.
    Short-term borrowings from banks or other financial institutions 
borrowings will be evidenced by (a) ``transactional'' promissory notes 
to be dated the date of such borrowings and to mature not more than one 
year after the date thereof or (b) ``grid'' promissory notes evidencing 
all outstanding borrowings from the respective lender, to be dated as 
of the date of the first borrowing evidenced thereby, with each 
borrowing maturing not more than one year thereafter. DRI and CNG state 
that, at any given time, some or all of its outstanding short-term 
notes will be issuable in connection with the establishment of back-up 
credit facilities to support DRI's and CNG's commercial paper program, 
but that the credit facilities will not be drawn upon and no borrowings 
will occur, except in certain limited circumstances, at which time 
obligations under the related commercial paper will be paid. Thus, 
short-term notes issued in connection with the establishment of 
commercial paper back-up facilities backstop and duplicate commercial 
paper issuances and should not be deemed to be borrowings under DRI's 
and CNG's financing authorization unless and until an actual borrowing 
occurs under the related credit facility. Additionally, with respect to 
any ``grid'' notes issued by Applicants, only the amount actually 
outstanding at any given time shall be considered a borrowing. DRI and 
CNG each propose to issue and sell the commercial paper at market rates 
with varying maturities not to exceed 270 days.

II. Parameters for Financing Authorization

    Authorization is requested to engage in certain financing 
transactions through December 31, 2004 for which the specific terms and 
conditions are not at this time known. The following general terms will 
be applicable, where appropriate to the financing transactions:
    Common Equity. Consistent with the current authority, the 
Applicants will each maintain common equity of at least 30% of its 
consolidated capitalization; provided that the Applicants will in any 
event be authorized to issue common stock to the extent authorized.
    Investment Grade Ratings. Applicants will not issue any securities 
under this Declaration, unless upon original issuance: (i) the 
securities, if rated, are rated at least investment grade; and (ii) all 
outstanding senior debt obligations of the Applicants 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, as defined in rule 15c3-1(c) (2) (vi) (F) under the 
Securities Exchange Act of 1934.
    Effective Cost of Money on Financings. The effective cost of 
capital for short-term debt will not exceed competitive market rates 
available at the time of issuance for securities having the same or 
reasonably similar terms and conditions issued by similar companies of 
reasonably comparable credit quality; provided that in no event will 
the effective cost of capital on such short-term debt securities exceed 
700 basis points over the comparable term London Interbank Offered Rate 
(``LIBOR'').
    The underwriting fees, commissions or other similar remuneration 
paid in connection with the non-competitive issue, sale or distribution 
of securities pursuant to this Declaration will not exceed 700 basis 
points of the principal or face amount of the securities being issued 
or gross proceeds of the financing.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-29937 Filed 12-1-03; 8:45 am]
BILLING CODE 8010-01-P