[Federal Register Volume 60, Number 150 (Friday, August 4, 1995)]
[Notices]
[Pages 39978-39980]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-19170]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26344]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
July 28, 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
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 August 21, 1995, 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.
Ohio Power Company (70-5862)
Ohio Power Company (``OPCo''), 301 Cleveland Avenue, SW., Canton,
Ohio 44702, a public-utility subsidiary company of American Electric
Power Company, Inc., a registered holding company has filed a post-
effective amendment to its application-declaration under section 13 of
the Act and rules 86, 87, 90 and 91 thereunder.
In accordance with the recommendation of the Commission's staff,
resulting from its field audit of OPCo's Cook Coal Terminal, OPCo
proposes that it adjust the cost of capital rate authorized in
Commission order dated June 17, 1983 (HCAR No. 22977) to conform the
rate to the current market. OPCo proposes that the overall rate of
return on its investment in the Cook Coal Terminal would be subject to
annual adjustment of the first day of April in each succeeding year
based on changes in the rate of return on common equity most recently
allowed by either (1) the Federal Energy Regulatory Commission in the
last wholesale rate proceeding involving OPCo or (2) The Public
Utilities Commission of Ohio in OPCo's most recent retail rate
proceeding.
OPCo proposes to charge a cost-of-capital component on its
investment in the Transcisco railcar maintenance facility, in which
OPCo has an investment of approximately $350,000. OPCo proposes to use
this same methodology to calculate the cost-of-capital rate associated
with its railcar maintenance facility located at the Cool Coal Terminal
and the Transcisco maintenance facility.
OPCo proposes to adjust the capitalization ratio on an annual
basis, using OPCo's financial information as reported at December 31 of
the preceding year. Similarly, the cost of debt and preferred stock
would be updated to reflect the overall cost of debt and preferred
stock at December 31 of the preceding year.
The rate changes resulting from this methodology would be applied
for billing purposes to the 12-month period commencing on the April 1
subsequent to the applicable December 31 calculation. By adjusting the
provision for the cost of capital, the cost of capital rate will be
reduced from the 12.3% currently authorized to 10.12%, thus reducing
the fees charged by OPCo. However, in the event the cost of debt or
preferred stock or the return on common equity increases, the capital
rate will likewise increase.
AEP Generating Company, et al. (70-7167)
AEP Generating Company, 1 Riverside Plaza, Columbus, Ohio 43215;
Appalachian Power Company, 40 Franklin Road, Roanoke, Virginia 24022;
Columbus Southern Power Company, 215 North Front Street, Columbus, Ohio
43215; Indiana Michigan Power Company, One Summit Square, P.O. Box 60,
Fort Wayne, Indiana 46802; Kentucky Power Company, 1701 Central Avenue,
P.O. Box 1428, Ashland, Kentucky 41101; Ohio Power Company, 301
Cleveland Avenue, SW., Canton, Ohio 44702, all public-utility
subsidiary companies of American Electric Power Company, Inc., a
registered holding company have filed a post-effective amendment to
their application-declaration under section 12(f) and 13(b) of the Act
and rules 43 and 80 through 95 thereunder.
In accordance with the recommendation of the Commission's staff,
resulting from its field audit of Indiana Michigan Power Company's
``(I&M'') River Transportation Division, I&M proposes to adjust the
cost of capital rate authorized in Commission order dated March 4, 1986
(HCAR No. 24039) to conform the rate to the current market. I&M
proposes that the overall rate of return on I&M's investment in the
River Transportation Division would be subject to annual adjustment on
the first day of April in each succeeding year based on changes in the
rate of return on common equity most recently allowed by either (i) The
Federal Energy Regulatory Commission (``FERC'') in the last wholesale
rate proceeding involving I&M or (ii) the Indiana Utility Regulatory
Commission in I&M's most recent retail rate proceeding. Furthermore,
I&M proposes to change the way in which the working capital base is
calculated in determining the cost-of-capital rate. Specifically, I&M
[[Page 39979]]
proposes to include one-eighth of the sum of the River Transportation
Division's annual expenditures, year-end undercollection, prepayments,
materials and supplies inventories balances, less year-end current
liabilities and accrual balances.
I&M proposes to adjust the capitalization ratio on an annual basis,
using I&M's financial information as reported at December 31 of the
preceding year. Similarly, the cost of debt and preferred stock would
be updated to reflect the overall cost of debt and preferred stock at
December 31 of the preceding year.
The rate changes resulting from this methodology would be applied
for billing purposes to the 12-month period commencing on the April 1
subsequent to the applicable December 31 calculation. By adjusting the
provision for the cost of capital, the cost of capital rate will be
increased from the 8.82% currently authorized to 9.69%, thus increasing
the fees charged by I&M. However, in the event the cost of debt or
preferred stock or the return on common equity decreases, the capital
rate will likewise decrease.
Northeast Utilities et al. (70-8080)
Northeast Utilities (``NU''), 174 Brush Hill Avenue, West
Springfield, Massachusetts 01090-0010, a registered holding company,
and its subsidiary service company, Northeast Utilities Service Company
(``NUSCO''), Seldom Street, Berlin, Connecticut 06037, have filed a
post-effective amendment under sections 6(a) and 7 of the Act and rule
54 thereunder to their application-declaration previously filed under
sections 6(a), 7, 9(a), 10 and 12(c) of the Act and rules 42 and
50(a)(5) thereunder.
By order dated June 30, 1993 (HCAR No. 25842), NU was authorized to
acquire, through NUSCO acting on behalf of NU from time-to-time prior
to May 1, 2002, up to a total of 15,000 shares of NU's common stock,
$5.00 par value (``Common'') on the open market. NU may transfer
annually the Common to the non-employee trustees on NU's Board of
Trustees as a portion of their compensation. Share compensation would
be paid in addition to cash retainers and fees, and would be at a rate
of 100 shares per year per outside trustee for 1993, subject to change
in the future by Board of Trustees.
Because of changes to the trustee compensation program, NU now
proposes to increase the number of shares of Common that it may issue
and sell for non-employee trustee compensation, from time-to-time
through April 30, 2005, from 15,000 shares to 50,000 shares. NUSCO will
continue to acquire the Common on the open market on NU's behalf.
However, because of revisions in rule 42(b) Nusco's acquisitions do not
require the Commission's prior approval, under the circumstances of
this matter (HCAR No. 26031, April 19, 1994).
Louisiana Power & Light Company (70-8487)
Louisiana Power & Light Company (``LP&L''), 639 Loyola Avenue, New
Orleans, Louisiana 70113, an electric public-utility subsidiary company
of Entergy Corporation, a registered holding company, has filed an
application-declaration under sections 6(a), 7, 9(a) and 10 the Act and
rule and 54 thereunder.
LP&L seeks authorization to issue and sell, directly or indirectly
through a subsidiary, not more than $610 million principal amount of
its first mortgage bonds (``Bonds''), debentures (``Debentures'') and
securities of a subsidiary of LP&L (``Entity Interests'') to be issued
in one or more new series from time to time no later than December 31,
1997.
LP&L proposes to organize either a special purpose limited
partnership or a statutory business trust for the sole purpose of
issuing the Entity Interests (``Issuing Entity''). LP&L will directly
or indirectly make an equity contribution to the Issuing Entity at the
time the Entity Interests are issued and thereby directly or indirectly
acquire all of the general partnership interest or common securities in
such Issuing Entity. LP&L's equity contribution to the Issuing Entity
will at all times constitute at least 3% of the aggregate equity
contributions by all securityholders to such Issuing Entity.
LP&L will issue, from time to time in one or more series,
subordinated debentures (``Entity Subordinated Debentures'') to the
Issuing Entity. The Issuing Entity will use the proceeds from the sale
of its Entity Interests, plus the equity contributions made to it by
either, (1) Its general partner (in the case of a limited partnership)
or (2) LP&L (in the case of a business trust), to purchase the Entity
Subordinated Debentures. The distribution rates, payment dates,
redemption, maturity, and other similar provisions of each series of
Entity Interests will be substantially identical to such terms and
conditions of the Entity Subordinated Debentures relating thereto, and
will be determined by the Issuing Entity at the time of issuance. Each
series of Entity Interests will have a $25 per share stated liquidation
preference.
LP&L may also enter into a guaranty pursuant to which it will
unconditionally guarantee, (1) payment of distributions on the Entity
Interests, if the Leasing Entity has funds available, (2) payments to
the holders of Entity Interests of amounts due upon liquidation of the
Issuing Entity or redemption of the Entity Interest, and (3) certain
additional amounts that may be payable in respect of the Entity
Interests.
Each series of Bonds and/or each series of Debentures will be sold
at such price, will bear interest at such rate, either fixed or
adjustable, and will mature on such date as will be determined at the
time of sale. LP&L may determine to provide an insurance policy for the
payment of the principal of and/or interest and/or premium on one or
more series of Bonds and/or one or more series of Debentures. The Bonds
and/or Debentures and/or Entity Interests may include provisions for
redemption or retirement prior to maturity, including restrictions on
optional redemption for a given number of years.
LP&L further proposes to issue and sell, from time to time not
later than December 31, 1997, one or more new series of its preferred
stock, cumulative, of either $25 par value or $100 par value
(collectively ``Preferred''). The total aggregate par value of shares
of Preferred may not exceed $123.5 million. The price exclusive of
accumulated dividends, and the dividend rate for each series of
Preferred will be determined at the time of sale. LP&L may determine
that the terms of the Preferred should provide for an adjustable
dividend rate thereon to be determined on a periodic basis, subject to
specified maximum and minimum rates, rather than a fixed dividend rate.
The terms of the Preferred may include provisions for redemption,
including restrictions on optional redemption, and/or a sinking fund
designed to redeem all outstanding shares of a series not later than
thirty years after the date of original issuance.
LP&L proposes to use the net proceeds derived from the issuance and
sale of Bonds, Debentures, Entity Interests and/or the Preferred for
general corporate purposes, including, but not limited to, the possible
acquisition of certain outstanding securities.
LP&L states that it presently contemplates selling the Bonds, the
Debentures, the Entity Interests and the Preferred either by
competitive bidding, negotiated public offering or private placement.
LP&L also proposes to enter into arrangements to finance on a tax-
exempt
[[Page 39980]]
basis certain solid waste, sewage disposal and/or pollution control
facilities (``Facilities'') at any of (i) Unit No. 3 of its Waterford
Steam Electric Generating Station in the Parish of St. Charles,
Louisiana, (ii) Units Nos. 6 and 7 of the LP&L's Sterlington Gas
Generating Station in the Parish of Ouachita, Louisiana, or (iii) Units
Nos. 1-5 of LP&L's Ninemile Point Gas Generating Station in the Parish
of Jefferson, Louisiana (collectively, ``Parish''). LP&L proposes, from
time to time through December 31, 1997, to enter into one or more
installment sale agreements and supplements (``Agreement''), pursuant
to which the Parish may issue one or more series of tax-exempt revenue
bonds (``Revenue Bonds'') in an aggregate principal amount not to
exceed $65 million. The net proceeds from the sale of Revenue Bonds
will be deposited by the Parish with the trustee (``Trustee'') under
one or more indentures (``Indenture'') and will be applied by the
Trustee to reimburse the Company for, or to permanently finance on a
tax-exempt basis, the costs of the acquisition, construction,
installation or equipping of the Facilities.
LP&L further proposes, under the Agreement, to sell the Facilities
to the Parish for cash and simultaneously repurchase the Facilities
from the Parish for a purchase price, payable on an installment basis
over a period or years, sufficient to pay the principal of, purchase
price of, the premium, if any, and the interest on Revenue Bonds as the
same become due and payable. Under the Agreement, LP&L will also be
obligated to pay certain fees incurred in the transactions.
The price to be paid to the Parish for each series of Revenue Bonds
and the interest rate applicable thereto will be determined at the time
of sale. The Agreement and the Indenture will provide for either a
fixed interest rate or an adjustable interest rate for each series of
Revenue Bonds. Each series may be subject to optional and mandatory
redemption and/or a mandatory cash sinking fund under which stated
portions of such series would be retired at stated times.
In order to obtain a more favorable rating and thereby improve the
marketability of the Revenue Bonds, LP&L may: (1) Arrange for a letter
of credit from a bank (``Bank'') in favor of the Trustee (in connection
therewith, LP&L may enter into a Reimbursement Agreement pursuant to
which LP&L would agree to reimburse the Bank for amounts drawn under
the letter of credit and to pay commitment and/or letter of credit
fees); (2) provide an insurance policy for the payment of the principal
of and/or interest and/or premium on one or more series of Revenue
Bonds; and/or (3) obtain authentication of one or more new series of
first mortgage bonds (`'Collateral Bonds''), to be issued up to an
aggregate principal amount of $75 million, under LP&L's mortgage on the
basis of unfunded net property additions and/or previously retired
first mortgage bonds and delivered and pledged to the Trustee and/or
the Bank to evidence and secure LP&L's obligations under the Agreement
and/or the Reimbursement Agreement.
LP&L also proposes to acquire, through tender offers or otherwise,
certain of its outstanding securities, including its outstanding first
mortgage bonds, its outstanding preferred stock and/or outstanding
pollution control revenue bonds and industrial development revenue
bonds issued for LP&L's benefit, at any time, prior to December 31,
1997.
National Fuel Gas Company (70-8657)
National Fuel Gas Company (``National''), 10 Lafayette Square,
Buffalo, New York 14203, a registered holding company, has filed a
declaration under sections 6(a) and 7 of the Act.
By order dated December 18, 1990 (HCAR No. 25216) (``Order''),
National was authorized, among other things, to issue and sell from
time-to-time through October 31, 1995, up to 1 million shares of its
authorized but unissued common stock, no par value, to such bank or
trust company as National may designate as agent for the participants
in National's Customer Stock Purchase Plan (``Plan''). All material
aspects of the Plan as authorized by the Order remain unchanged.
From December 18, 1990 to January 15, 1995, National issued and
sold 609,156 shares of common stock under the Plan. No shares of common
stock have been issued under the Plan since January 15, 1995. Rather,
as provided in the Order, cash dividends on all shares of common stock
received from, or optional cash payments made by customers
participating in the Plan have been reinvested by using open market
purchases of National's common stock. From January 16, 1995 to April
15, 1995, 47,522 shares of common stock have been purchased on the open
market for distribution under the Plan.
National now proposes to issue and sell, in addition to those
shares authorized to be distributed under the Plan by the Order, from
time-to-time through October 31, 2000, up to an additional one million
shares or its authorized but unissued common stock, $1.00 par value
(``Additional Common Stock''), to Chemical Bank, or such other bank or
trust company as National may designate, as agent for the participants
in the Plan. National also proposes to invest the cash and dividends of
shareholders participating in the Plan through open market purchases of
National's common stock. National will make such a decision from time-
to-time based upon its needs for common stock, and the price and
availability of its common stock on the market.
National intends to use the proceeds from the sale of the
Additional Common Stock to repay existing short-term and long-term
debt, to pay interest and dividends, and for other corporate purposes.
In addition, National will, from time-to-time, use the proceeds to make
additional capital contributions to its wholly owned subsidiaries.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-19170 Filed 8-3-95; 8:45 am]
BILLING CODE 8010-01-M