[Federal Register Volume 59, Number 72 (Thursday, April 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-9017]
[[Page Unknown]]
[Federal Register: April 14, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26023]
Filings Under the Public Utility Holding Company Act of 1935
(``Act'')
April 8, 1994.
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 thereunder. 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 thereto is/are available for public
inspection through the Commission's Office 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 May 2, 1994, to the Secretary, Securities and Exchange
Commission, Washington, DC 20549, 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 the request. Any request for hearing
shall identify specifically the issues of fact 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 said date, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become
effective.
Leidy Hub, Inc. (70-7201)
Leidy Hub, Inc. (``Leidy''), formerly Enerop Corporation
(``Enerop''), 10 Lafayette Square, Buffalo, New York 14203, a
nonutility subsidiary company of National Fuel Gas Company
(``National''), a registered holding company, has filed a post-
effective amendment under sections 9(a) and 10 of the Act to its
application-declaration which was originally filed under sections 6(a),
7, 9(a), 10 and 12(b) of the Act and Rule 45.
By orders dated May 1, 1986 and March 18, 1988 (HCAR Nos. 24081 and
24604, respectively), the Commission authorized, in relevant part: (1)
National to loan $200,000 to Metscan, Inc. (``Metscan''), a New York
corporation that has developed an electronic meter reading system
(``Metscan System''), and to receive an option to convert the note
(``Note'') evidencing the loan into 80,000 shares of Metscan's
preferred stock, at a price of $2.50 per share; (2) National to assign
the Note and option from Metscan to Enerop; (3) National to provide
Enerop $442,500 as a contribution to capital, which funds Enerop was
authorized to invest, together with third parties, in Metscan
Technology Partners (``Partnership''), a New York partnership formed by
Metscan, after which Enerop would own approximately 9.96% of the
Partnership; and (4) the Partnership and Metscan to be reorganized as a
corporation before the end of 1989, and Enerop to acquire approximately
7.23% of the common stock of the new corporation.
The March 18, 1988 order contained a reservation of jurisdiction
over this reorganization which was released by order dated April 27,
1989 (HCAR No. 24874). The reorganization occurred on May 17, 1989, and
the new corporation was called Metscan Acquisition Corporation
(``MAC''). Pursuant to the reorganization, the Note and Enerop's
Partnership interest attributable to the $442,500 investment were
converted into 80,000 shares and 177,000 shares of MAC common stock,
respectively, at a conversion rate of $2.50 per share. MAC subsequently
changed its name to Metscan, Inc., and the 257,000 shares that Enerop
then owned represented 6.0% of the total shares of Metscan common stock
outstanding, and 5.1% of that total if shares subject to outstanding
warrants and employees' options were included.
By order dated September 7, 1990 (HCAR No. 25143), the Commission
authorized Enerop to acquire an additional 143,000 shares of Metscan
common stock for $357,500 ($2.50 per share), and 39,500 shares of
Metscan Class A Preferred Stock (``Class A Preferred'') for $158,000
($4 per share). The Class A Preferred pays a cumulative annual 7%
dividend, and is convertible by the stockholders to Metscan common
stock on a 1:1 basis, through July of 1995. As a result of the
September 7, 1990 order, Enerop owned 9.4% of Metscan's common stock
and 7.1% of Metscan's Class A Preferred, or 7.9% of such common stock
if the Class A Preferred stock is converted into common stock, and if
all warrants and other rights are exercised.
Finally, by order dated July 12, 1991 (HCAR No. 25346), Enerop was
authorized to purchase 17,000 additional shares of the Class A
Preferred for $68,000 ($4 per share). Following the acquisition, Enerop
owned 9.4% of Metscan's common stock and 9.8% of the Class A Preferred,
or about 8.2% of the actual and potential equity investment in Metscan.
Enerop's total investment in Metscan then totaled $1,226,000. On
December 29, 1993, Enerop changed its name to Leidy Hub, Inc.
Leidy now proposes to acquire 29,167 shares of Metscan Class B
Preferred Stock, $.01 par value, (``Class B Preferred''), out of a
total number of 2,736,667 shares to be sold, for $35,000 ($1.20 per
share). Once the proposed transaction has been consummated, Leidy will
own 7.31% of Metscan's common stock, 9.83% of the Class A Preferred and
1.07% of the Class B Preferred, or about 5.52% of the actual and
potential equity investment in Metscan. Leidy will, however, divest
itself of all interest in Metscan within ten years of the acquisition
of the Class B Preferred.
Entergy Corporation (70-8149)
Entergy Corporation (``Entergy''), 225 Baronne Street, New Orleans,
Louisiana 70113, a registered holding company, has filed a declaration
under Sections 6(a), 7, 32, and 33 of the Act and Rules 53 and 54
thereunder. The Commission issued a notice of the declaration on April
9, 1993 (HCAR No. 25789). Since then, Entergy has filed an amendment
which requires the Commission to issue a second notice of the
transaction.
Entergy proposes to enter into arrangements with one or more banks
to effect borrowings and reborrowings by Entergy from time to time for
a period not to exceed three years, of not more than $300 million by
issuing to participating banks (``Banks'') its unsecured promissory
notes (``Notes'') payable no later than three years from the date of
their issuance. The proposed borrowing arrangements will be contained
in a credit agreement among Entergy and the Banks.
Each borrowing by Entergy could either be made pro rata among the
Banks, or be allocated among one or more of the Banks in such
proportions as the Banks and Entergy shall agree. Each payment by
Entergy with respect to a borrowing would be made pro rata among the
Banks according to their respective ratable portions of the such
borrowings.
Under the proposed arrangements, each borrowing would bear interest
from the date thereof on the unpaid principal amount thereof at a rate
per annum selected by Entergy from a number of rate options. These rate
options include: (1) The higher of (a) the prime commercial rate of a
specified bank (or an average of such rates of some or all of the
Banks) from time to time in effect and (b) a specified margin (not in
excess of 1%) above rates on overnight Federal funds transactions on a
given day (or the average of such rates for a specified period)
(``Prime Rate''); (2) the sum of (c) specified offered rates for
certificates of deposit of a specified Bank (or an average of such
rates of some of all of the Banks) for the amounts equivalent to such
borrowing and for selected interest periods, appropriately adjusted for
the cost of reserves and F.D.I.C. insurance and (d) a margin not in
excess of 1.5% per annum (``CD Rate''); (3) the sum of (e) specified
rates offered for U.S. dollar deposits by or to a specified Bank (or an
average of such rates of some or all of the Banks) in the interbank
Eurodollar market for amounts equivalent to such borrowing and for
selected interest periods, appropriately adjusted for the cost of
reserves and (f) a margin not in excess of 1.25% per annum (``LIBOR
Rate''); or (4) a rate negotiated at the time of borrowing with one or
more Banks, which would not in any event exceed a maximum rate of the
Prime Rate plus 2% per annum, appropriately adjusted for the cost of
bidding or negotiation (``Competitive Advance Rate'').
Entergy states that generally interest on Prime Rate borrowings
would be payable quarterly, and interest on CD Rate and LIBOR Rate
borrowings would be payable at the end of selected interest periods for
such borrowings, or, depending upon the length of such selected
interest periods, at specified intervals within such periods and at the
end thereof. Interest on Competitive Advance Rate borrowings would be
payable on such dates as are agreed to by Entergy and Banks funding
such borrowings.
Entergy may agree to pay to each Bank a facility and/or commitment
fee for the period from the commencement of the borrowing arrangements
to and including the date of termination of the commitments, computed
at a rate not in excess of \1/2\ of 1% per annum of the total
commitments (in the case of a commitment fee) in effect during the
period for which payment is made. Entergy also may agree to pay to the
agent Bank (if any) an agent fee for the period from the commencement
of the borrowing arrangements to and including the date of termination
of the commitments, not in excess of $200,000 per year. The facility
and/or commitment fee and agent fee would be payable on a quarterly
basis and on the date upon which Entergy shall terminate the
commitments. Entergy also may agree to pay to the Banks an up-front fee
not in excess of 1% of the total commitments.
The proceeds of the borrowings under the proposed arrangements will
be used by Entergy for general corporate purposes, including: (1) The
acquisition of shares of Entergy's outstanding common stock pursuant to
outstanding Commission authorization and any future similar
authorizations; (2) further investments by Entergy in related non-
utility businesses, subject to receipt of any further Commission
approval, if necessary; and (3) investments in exempt wholesale
generators and foreign utility companies.
Eastern Utilities Associates, et al. (70-8381)
Eastern Utilities Associates (``EUA''), a registered holding
company, and EUA Service Corporation (``EUA Service'' and together with
EUA, ``Applicants''), a wholly-owned subsidiary, each located at One
Liberty Square, P.O. Box 2333, Boston, Massachusetts 02107, have filed
a declaration pursuant to Section 12(c) of the Act and Rule 46(a)
thereunder.
By order dated February 18, 1986 (HCAR No. 24020) (``1986 Order''),
the Commission authorized EUA to make capital contributions to EUA
Service in order to support interim financing for constructing EUA
Service's office complex (the ``Service Center''). EUA made a $5
million equity capital contribution to EUA Service during 1987. The
1986 Order also authorized EUA Service to charge other companies in the
system amounts in order to provide a return on EUA Service's equity
capital, as increased by the capital contribution.
By order dated December 18, 1987 (HCAR No. 24543) (``1987 Order''),
the Commission authorized EUA Service to issue and sell up to $20
million in notes (``Notes'') to pay or reduce outstanding short-term
borrowings incurred to construct the Service Center. The Notes mature
in 2008 and are being repaid pursuant to a sinking fund schedule.
The Applicants state that EUA Service desires to reduce the $5
million in equity capital in order to reduce its fees to companies in
the EUA holding company system. The Applicants further state that
reducing this amount over the next fifteen years will permit payments
out of internally generated cash and avoid the incurrence of additional
debt to finance the payments. EUA Service proposes to declare and pay
dividends to EUA out of EUA Service's paid-in capital account, from
time to time through December 31, 2008, in amounts aggregating $5
million. Specifically, EUA Service proposes to pay $500,000 in 1994,
$1,000,000 in each of 1995 and 1996, and $200,000 annually through
2008.
Gulf Power Company (70-8397)
Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola,
Florida 32501, a subsidiary of The Southern Company, a registered
holding company, has filed an application-declaration under sections
6(a), 6(b), 7 and 12(d) of the Act and rules 44 and 50(a)(5)
thereunder.
Gulf proposes to issue and sell from time to time, prior to January
1, 1997, short-term and/or term-loan notes to lenders, commercial paper
to dealers and/or non-negotiable promissory notes to public entities in
exchange for the proceeds of their revenue anticipation notes in an
aggregate principal amount at any one time outstanding of up to
$150,000,000.
Gulf states that any borrowings proposed herein may be, and any
such borrowings in excess of its charter limits on short-term unsecured
debt would be, secured by a subordinated lien on certain assets of
Gulf. In no circumstances will Gulf have unsecured borrowings
outstanding at any one time that exceed applicable charter limitations.
Gulf proposes to borrow from certain banks or other lending
institutions. Such institutional borrowings will be evidenced by notes
to be dated as of the date of such borrowings and to mature in not more
than four years after the date of issue, or by ``grid'' notes
evidencing all outstanding borrowings from each lender to be dated as
of the date of the initial borrowing and to mature not more than four
years after the date of issue. Gulf proposes that any note evidencing
such borrowings may not be prepayable, or that it may be prepaid with
payment of a premium that is not in excess of the stated interest rate
on the borrowing to be prepaid, which premium in the case of a note
having a maturity of more than one year, may thereafter decline to the
date of the note's final maturity.
Borrowings will be at the lender's prevailing rate offered to
corporate borrowers of similar quality. Such rates will not exceed the
prime rate or (i) LIBOR plus up to \3/4\ of 1%, (ii) the lender's
certificate of deposit rate plus up to 1%, or (iii) a rate not to
exceed the prime rate to be established by bids obtained from the
lenders prior to a proposed borrowing; provided, however, that with
respect to borrowings with a maturity in excess of one year, the rate
will not exceed the yield for a comparable maturity Treasury note plus
one percent. Compensation for the credit facilities may be provided by
balances of up to 10% of the available facility or by fees of up to \1/
2\ of 1% per annum of the amount of the facility.
Gulf also proposes to issue and sell commercial paper to dealers
from time to time prior to January 1, 1997. Such commercial paper to
dealers will be in the form of promissory notes with varying maturities
not to exceed nine months. The commercial paper notes will be issued in
denominations of not less than $50,000 and will not by their terms be
prepayable prior to maturity.
Gulf also may effect short-term borrowings in connection with the
financing of certain pollution control facilities through the issuance
by public entities of their revenue bond anticipation notes. Under an
agreement with each such public entity, the entity would effectively
loan to Gulf the proceeds of the sale of such revenue bond anticipation
notes, having a maturity of not more than one year after date of issue,
and Gulf may issue its non-negotiable promissory note therefore. Such
note would provide for payments thereon to be made at times and in
amounts which shall correspond to the payments with respect to the
principal of, premium, if any, and interest, which shall not exceed the
prime rate, on such revenue bond anticipation notes, whenever and in
whatever manner the same shall become due, whether it stated maturity,
upon redemption or declaration or otherwise.
By prior Commission orders in File No. 70-7937 dated March 31,
1992, November 30, 1993 and February 16, 1994 (HCAR Nos. 25507, 25932
and 25989, respectively), Gulf may effect short-term borrowings prior
to April 1, 1996. Gulf proposes that the authorization sought herein
will supersede and replace, with respect to Gulf, authorizations in
File No. 70-7937 effective immediately upon the date of the
Commission's order herein.
The proceeds from the proposed borrowings will be used by Gulf for
working capital purposes, including the financing in part of its
construction program. None of the proceeds from any borrowing or from
the sale of the notes proposed herein will be used by Gulf, directly or
indirectly, for the acquisition of any interest in an ``exempt
wholesale generator'' or a ``foreign utility company.''
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-9017 Filed 4-13-94; 8:45 am]
BILLING CODE 8010-01-M