[Federal Register Volume 60, Number 72 (Friday, April 14, 1995)]
[Notices]
[Pages 19103-19104]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9191]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26269]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
April 7, 1995.
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
applicant(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 1, 1995, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 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 a 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.
System Energy Resources, Inc., et al. (70-8511)
System Energy Resources, Inc. (``SERI''), Echelon One, 1340 Echelon
Parkway, Jackson, Mississippi 39213, Arkansas Power & Light Company
(``AP&L''), 425 West Capitol, 40th Floor, Little Rock, Arkansas 72201,
Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New
Orleans, Louisiana 70113, Mississippi Power & Light Company (``MP&L''),
308 East Pearl Street, Jackson, Mississippi 39201, New Orleans Public
Service Inc. (``NOPSI'' and together with AP&L, LP&L and MP&L,
``Operating Subsidiaries''), 639 Loyola Avenue, New Orleans, Louisiana
70113, and Entergy Corporation (``Entergy''), 225 Baronne Street, New
Orleans, Louisiana 70112, a registered holding company, have filed an
application-declaration with this Commission pursuant to Sections 6(a),
7, 9(a), 10 and 12(d) of the Public Utility Holding Company Act of 1935
(``Act'') and Rules 44 and 54 thereunder. A notice of this transaction
was originally issued by the Commission on November 28, 1994 (HCAR No.
26173).
SERI proposes from time to time through December 31, 1996 (a) to
issue and sell one or more series of its first mortgage bonds
(``Bonds'') and/or its debentures (``Debentures'') in a combined
aggregate principal amount not to exceed $265 million, and (b) to enter
into arrangements for the issuance and sale of tax-exempt revenue bonds
(``Tax-Exempt Bonds'') in an aggregate principal amount not to exceed
$235 million. Additionally, SERI requests authority through December
31, 1996 to issue and pledge one or more new series of its first
mortgage bonds in an aggregate principal amount not to exceed $251
million (``Collateral Bonds'') as security for the Tax-Exempt Bonds.
Each series of Bonds will have such interest rate, maturity date,
redemption and sinking fund provisions, be secured by such means and
sold in such manner and at such price and have such other terms and
conditions as shall be determined at the time of sale. However, the
maturity of the Bonds and the Debentures will in no case exceed forty
years. Further, the rate on the Bonds and the Debentures, which may be
fixed or variable, will not exceed 15%. Additionally, holders of Bonds
or Debentures would have the right to tender, or be required to tender,
their Bonds or Debentures and have them purchased at a price equal to
the principal amount thereof, plus any accrued and unpaid interest
thereon, on dates specified in, or established in accordance with the
indenture pursuant to which they will be issued.
In order to provide additional security for its obligations with
respect to the Bonds, SERI may assign for the benefit of the holders of
the Bonds certain of its rights under the Availability Agreement, dated
as of June 21, 1974, as amended (``Availability Agreement''). Pursuant
to this agreement, the Operating Subsidiaries have agreed to pay SERI
certain amounts for expenses incurred by SERI in connection with the
operation of a nuclear-powered electric generating station in
Mississippi.
As further security for its obligations with respect to the Bonds,
SERI may assign certain of its rights under the Capital Funds Agreement
dates as of June 21, 1974 (``Capital Funds Agreement''). Pursuant to
the terms of this agreement, Entergy has agreed to provide SERI, among
other things, capital sufficient to enable SERI to maintain a 35%
equity ratio, as defined in that agreement.
SERI proposes to use the net proceeds derived from the issuance and
sale of the Bonds for general corporate purposes, including, but not
limited to, (i) the acquisition and retirement, by means of tender
offer, or open market, negotiated or other forms of purchases, or
redemption in whole or in part, prior to their respective maturities,
of one or more series of SERI's outstanding first mortgage bonds, (ii)
the payment of construction costs and nuclear fuel costs, (iii) the
repayment of long- and short-term borrowings and/or (iv) other working
capital needs.
SERI also requests authority to enter into arrangements for the
issuance of Tax-Exempt Bonds by governmental authorities (``Issuer'')
in an aggregate principal amount not to exceed $235 million. Each
series of Tax-Exempt Bonds will have such interest rate, maturity date,
redemption and sinking fund provisions, be secured by such means, be
sold in such manner and at such price, and have such other terms and
conditions as shall be determined at the time of sale. However, it is
proposed that each series of the Tax-Exempt Bonds mature not earlier
than five years from the first day of the month of issuance nor later
than forty years from the date of issuance.
Under the proposed arrangements, SERI would enter into one or more
installment purchase, refunding or other facilities agreements
(``Facilities Agreement'') or one or more supplements and/or amendments
thereto with one or more Issuers. Pursuant to the terms of each
Facilities Agreement, the Issuer will pay to or provide for the benefit
of SERI the total amount of the proceeds of the Tax-Exempt Bonds and
SERI will agree to pay amounts sufficient to pay the principal or
redemption price of, premium, if any, and interest on the Tax-Exempt
Bonds.
In order to obtain a more favorable rating on any series of Tax-
Exempt Bonds, SERI may arrange for one or more irrevocable letter(s) of
credit (``Letter of Credit'') for an aggregate amount up to $285
million from one or more banks (``Bank''). In connection with any such
Letter of Credit, SERI would enter into a Reimbursement
[[Page 19104]] Agreement (``Reimbursement Agreement'') with the Bank.
Pursuant to a Reimbursement Agreement, SERI would agree to reimburse
the Bank party thereto immediately or within a specified period (not to
exceed 60 months) after the date of the draw for all amounts drawn
under Letter of Credit, together with accrued interest. The rate of
such interest would not exceed the New York prime rate as published in
The Wall Street Journal plus 200 basis points. Additionally, it is
anticipated that each Reimbursement Agreement would require the payment
by SERI to the Bank of up-front fees not to exceed $100,000 and annual
fees not to exceed 1\1/4\% of the face amount of the related Letter of
Credit.
In addition or as an alternative to the security provided by a
Letter of Credit, SERI may pledge one or more new series of its first
mortgage bonds (``Collateral Bonds'') under the Mortgage, as it may be
supplemented. These Collateral Bonds may be interest-bearing or non-
interest bearing. Such Collateral Bonds would be non-interest bearing
if the principal amount issued were the same as the principal of the
underlying Tax-Exempt Bonds plus accumulated interest for a specified
period. The rate on interest-bearing Collateral Bonds may be less than
or equal to the interest rate on the underlying Tax-Exempt Bonds.
As additional security for its obligations under any Facilities
Agreement or to make payment on the Collateral Bonds, SERI may assign
its interest in the Availability Agreement or the Capital Funds
Agreement. In any such event, the Operating Subsidiaries would be
required to consent to and join in such assignment.
SERI proposes to use the proceeds of the sale of Tax-Exempt Bonds
to refinance certain pollution control revenue bonds that were
previously issued to finance pollution control facilities at the Grand
Gulf nuclear station.
The Cincinnati Gas & Electric Company, et al. (70-8607)
The Cincinnati Gas & Electronic Company (``CG&E''), an electric
utility subsidiary company of CINergy Corp. (``CINergy''), a registered
holding company, and CG&E's electric utility subsidiary company, The
Union Light, Heat and Power Company (``Union Light'') (together,
``Operating Companies''), both located at 139 East Fourth Street,
Cincinnati, Ohio 45202, have filed an application-declaration under
Sections 6(a) and 7 of the Act and Rule 54 thereunder.
CG&E proposes to issue and sell within certain parameters, from
time-to-time through March 31, 1996, an aggregate principal amount not
to exceed $500 million of a combination of senior unsecured
indebtedness (``Senior Debentures'') and junior unsecured subordinated
indebtedness (``Junior Securities''). In addition, Union Light proposes
to issue and sell within certain parameters, from time-to-time through
March 31, 1997, an aggregate principal amount not to exceed $55 million
of unsecured indebtedness (``Union Debentures'') (Union Debentures
together with Senior Debentures, ``Senior Securities'') (Senior
Securities together with Junior Securities, ``Securities'').
The Operating Companies have several high coupon series of first
mortgage bonds and CG&E has preferred stock that are, or will shortly
become, optionally redeemable and can be refinanced through the
issuance of lower cost debt. Proceeds from the sale of the Senior
Securities and the Junior Securities will be used respectively to
refund some or all of redeemable high-coupon debt issues and the
preferred stock. Any balance of net proceeds from the sale of the
Securities will be used for general corporate purposes. Without further
Commission authorization, none of the proceeds from the sale of the
Securities will be used by the Operating Companies to acquire, directly
or indirectly, an interest in an exempt wholesale generator (EWG) or
foreign utility company (FUCO) as respectively defined in Sections 32
and 33 of the Act.
The Senior Securities: (1) Will be issued at a price no higher than
101.5% nor less than 98% of the principal amount, plus accrued
interest, if any, with underwriting commissions and agents' fees not to
exceed 1.25% of the principal amount; (2) may be issued in one or more
new series for terms not to exceed 40 years; and (3) will be issued at
an interest rate which results in a yield to maturity to the purchaser
at the initial offering price, depending on the maturity of the
security issued, of up to a maximum of (a) 225 basis points for the
Senior Debentures, or (b) 200 basis points for the Union Debentures,
over the yield to maturity on United States Treasury Notes and United
States Treasury Bonds of comparable maturities, payable semi-annually.
The Junior Securities: (1) Will be issued at a price no higher than
101.5% nor less than 98% of the principal amount, plus accrued
interest, if any, with underwriting commissions and agents' fees not to
exceed 3.50% of the principal amount; (2) may be issued in one or more
new series for terms not to exceed 40 years; and (3) will be issued at
an interest rate which results in a yield to maturity to the purchaser
at the initial offering price, depending on the maturity of the
security issued, of up to a maximum of 225 basis points over the yield
to maturity on United States Treasury Notes and United States Treasury
Bonds of comparable maturities. Interest on the Junior Securities will
be paid on either a monthly, quarterly, semi-annual or annual basis,
and CG&E may have the right to defer payment of interest on its Junior
Securities for up to five years under certain circumstances.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-9191 Filed 4-13-95; 8:45 am]
BILLING CODE 8010-01-M