[Federal Register Volume 61, Number 32 (Thursday, February 15, 1996)] [Notices] [Pages 6045-6047] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-3417] ======================================================================= ----------------------------------------------------------------------- [[Page 6046]] SECURITIES AND EXCHANGE COMMISSION [Release No. 35-26470] Filings Under the Public Utility Holding Company Act of 1935, as Amended (``Act'') February 9, 1996. 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 March 4, 1996, 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. Allegheny Power System, Inc., et al. (70-8411) Allegheny Power System, Inc. (``APS''), 12 East 49th Street, New York, New York, 10017, a registered holding company; AYP Capital, Inc. (``AYP''), 12 East 49th Street, New York, New York, 10017, a non- utility subsidiary company of APS; and Allegheny Power Service Corporation (``APSC''), 800 Cabin Hill Drive, Greensburg, Pennsylvania, 15601, a non-utility subsidiary company of APS, have filed a post- effective amendment to an application-declaration previously filed under sections 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and rules 45, 50, 53, 87, 90 and 91 thereunder. By order dated July 14, 1994 (HCAR No. 26085), APS was authorized to organize and finance AYP to: (i) explore investment opportunities in companies engaged in new technologies related to the core utility business of APS and (ii) invest in companies for the acquisition and ownership of exempt wholesale generators (``EWGs''). By order dated February 3, 1995 (HCAR No. 26229), AYP was authorized to engage in the development, acquisition, construction, ownership and operation of EWGs and in development activities with respect to (i) qualifying cogeneration facilities and small power production facilities (``SPPs''); (ii) nonqualifying cogeneration facilities, nonqualifying SPPs and independent power production facilities (``IPPs'') located within the service territories of APS public utility subsidiary companies; (iii) EWGs; (iv) companies involved in new technologies related to the core business of APS; and (v) foreign utility companies (``FUCOs''). AYP Capital was also authorized to consult for nonaffiliate companies. APS was authorized to increase its investment in AYP Capital from $500,000 to $3 million. By order dated October 27, 1995 (HCAR No. 26401), APS and AYP were authorized to form and finance special-purpose subsidiary companies (``NEWCOs'') to acquire interests in EWGs and FUCOs, to provide energy management services and demand side management services, to factor accounts receivable, and to manage the real estate portfolio of the APS system. APS also was authorized to invest in AYP, and AYP was authorized to invest in NEWCOs, up to $100 million through December 31, 1999. AYP and the NEWCOs were authorized to obtain loans or to issue recourse obligations guaranteed by AYP or APS subject to the $100 million limit. Finally, the NEWCOs were authorized to issue partnership interests or trust certificates through December 31, 1999 to third parties to finance EWGs and FUCOs in an amount not to exceed $200 million. This post effective amendment seeks Commission authorization for APS and AYP to increase the limit on loans and guarantees from $100 million to $300 million. This increase is requested in part because AYP has agreed to purchase the 50% interest of Duquesne Light Company in Fort Martin Generating Station Unit No. 1 (``Fort Martin'') for $181 million. Fort Martin is operated by Monongahela Power Company (``Monongahela''), an associate company of AYP and a wholly-owned public utility subsidiary of APS, pursuant to an Operating Agreement dated April 30, 1965. Monongahela was chosen to operate Fort Martin by an operating committee that consists of the three owners of Unit No. 1--Duquesne Light Company, Monongahela, and Potomac Edison Company. Certain common facilities are operated under a Common Facilities Operating Agreement dated November 14, 1968. The Operating Agreement has been approved by the FERC and by all state commissions with jurisdiction over the parties. The Operating Agreement, which details the allocation of costs for the operation and maintenance of Fort Martin, will remain in effect after the sale of the 50% interest. Consolidated Natural Gas Company (70-8759) Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding company has filed an application-declaration under sections 3(b), 6(a), 7, 9(a), 10, 12(b), 13(b), 32 and 33 of the Act and rules 45, 53, 54, 83, 87, 90 and 91 thereunder. CNG proposes to form CNG International Corporation (``CNGI'') as a subsidiary which would exclusively invest either directly or, through intermediate subsidiaries (``Intermediate Subsidiaries''), indirectly in energy-related businesses outside the United States. CNG requests authority through March 31, 2001 to invest up to $300 million in any combination of debt and equity funds through CNGI in such businesses (``Investment Cap''). CNG additionally requests authority for CNGI to directly or, through one or more Intermediate Subsidiaries, indirectly acquire securities or interests in the business of one or more ``exempt wholesale generators'' (``EWGs'') located outside of the United States and ``foreign utility companies'' (``FUCOs''). Any direct or indirect investment by CNGI in an EWG or a FUCO would not be subject to the Investment Cap, but would not be undertaken if, as a consequence, the aggregate direct and indirect investment by CNG in all EWG's and FUCO's exceeded 50% of CNG's consolidated retained earnings. The types of energy-related businesses interests, other than EWGs and FUCOs, in which CNG requests authority for CNGI to acquire include: (a) The sale and servicing of energy equipment; (b) gas transmission and storage; (c) gas exploration, production, brokering and marketing; (d) brokering and marketing of electricity, gas and other energy commodities and (e) services related to the foregoing. CNG also requests authority for CNGI and its affiliates to provide (a) energy consulting in foreign energy markets and (b) administrative, technical, [[Page 6047]] operating, maintenance, and other management services to non-associates with respect to their foreign operations. All such services, together with the energy-related businesses described above are referred to as ``Foreign Energy Activities.'' All such services would be provided to nonassociates at market-based rates. CNGI and its affiliates may also provide similar goods and services to wholly-owned subsidiaries and to entities jointly owned by CNGI and its subsidiaries. Services provided to CNGI affiliates would be at market rates if such affiliate either (a) derives no material part of its income, directly or indirectly, from sources within the United States and is not a public-utility company operating within the United States or (b) does not provide services or sell goods directly or indirectly to CNG domestic utility affiliates. CNGI and its affiliates may contract with CNG associates in order to provide the above services. Services obtained from utility associates would be performed at cost. Services from nonutility associates may be performed at market; provided, however, that services from nonutility associates substantially involved in the provision of services to CNG utility associates would be performed at cost. CNGI may invest in Foreign Energy Activities through the acquisition of up to 100% of the voting or non-voting stock of corporations engaged exclusively in such activities. Alternatively, CNGI may invest and participate through wholly-owned limited purposes subsidiary corporations with nonassociates in partnerships or joint ventures exclusively engaged in Foreign Energy Activities. CNG would provide funds to CNGI for the proposed activities by purchasing from CNGI up to 30,000 shares of its common stock, $10,000 par value. Although CNGI would issue no more than 30,000 shares, it proposes to authorize 50,000 shares of common stock, $10,000 par value. CNG would additionally fund CNGI's activities through open account advances and/or long-term loans. In addition, CNG proposes that CNG, CNGI and Intermediate Subsidiaries be authorized to enter guarantee arrangements, obtain letters of credit and otherwise provide credit support with respect to the obligations of their respective subsidiaries. The maximum aggregate limit on all such credit support would be $300 million. CNG anticipates that most securities issued among CNGI and its affiliates, and most securities issued by CNGI and its affiliates to third parties, will be exempt from the requirements of section 6(a) and 7 of the Act. However, CNG requests authority for CNGI and its associates to issue securities in a transaction which would not qualify for exemption under rules of the Act at the time such securities would be issued. Such securities would encompass interests in partnerships, joint ventures or other entities, and all other types of equity interests, regardless of preference with respect to, or condition on, distributions from the issuer of such securities, upon liquidation or otherwise. CNG states that it would obtain the funds for any investment in CNGI from internally generated funds or as the Commission may otherwise authorize by separate order. The Columbia Gas System, Inc. (70-8775) The Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road, Wilmington, Delaware 19807, a registered holding company, has filed an application-declaration under section 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Act and rules 43, 45, 87, 90, and 91 thereunder. Columbia proposes to form one or more direct or indirect subsidiaries (``Consumer Service Company'') to engage in the business of providing energy-related consumer services (``Consumer Services''). To the extent these services are provided by a new subsidiary, Columbia seeks authorization, through December 31, 1997, to fund the new venture through the purchase of up to $5 million dollars of shares of common stock of Consumer Services Company, $25 par value per share, at a purchase price at or above par value. The acquisition may be made by either Columbia (in the case of a direct subsidiary) or by one of Columbia's subsidiary companies (in the case of an indirect subsidiary). To the extent that the services are provided by an indirect subsidiary, the funding by the direct subsidiary will come either from previously authorized funding or from cash on hand. Columbia expects that its Consumer Services subsidiaries will conduct their businesses both within and outside of the states of Kentucky, Maryland, Ohio, Pennsylvania, and Virginia. Columbia states that the Consumer Services will primarily benefit Columbia's customers and Columbia's local distributing companies (``LDCs'') (Columbia Gas of Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc. and Commonwealth Gas Services, Inc.). The Consumer Services offered would include the following: (1) Safety inspections (energy assessments and energy-related safety inspections such as carbon monoxide and radon testing, appliance efficiency ratings and wiring safety checks); (2) appliance financing (loans supporting the purchase of energy-related appliances); (3) billing insurance (to ensure payment of consumer utility bills in the event of death, disability or involuntary unemployment); (4) appliance repair warranty (repair service for heating and air conditioning and major appliances); (5) gas line repair warranty (warranty against the cost of repair of faulty gas service lines); (6) merchandising of energy-related goods (direct sales of energy-related devices); (7) commercial equipment service (warranty service for operators of commercial equipment); (8) bill risk management products (price protection services for gas consumers); (9) consulting and fuel management services (advisory and/or management services regarding energy consumption and measurement for commercial and industrial customers); (10) electronic measurement services (enhanced measurement and billing services for commercial and industrial customers to enable them to better monitor their energy consumption and expenditures); (11) incidental services (needed as a result of the services set forth above). Columbia also proposes that its LDCs provide Consumer Services Company with billing, accounting, and other energy-related services. Columbia states that all services required to conduct the Consumer Services Company's business that are provided by the LDCs or any other Columbia company will be billed in accordance with section 13(b) of the Act and rules 87, 90 and 91 thereunder. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-3417 Filed 2-14-96; 8:45 am] BILLING CODE 8010-01-M