[Federal Register Volume 61, Number 87 (Friday, May 3, 1996)]
[Notices]
[Pages 19967-19969]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-10996]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26510]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
April 26, 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 May 20, 1996, 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 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.
The Southern Company, et al. (70-8733)
The Southern Company (``Southern''), 270 Peachtree Street, NW.,
Atlanta, Georgia 30303, a registered holding company, and its
subsidiaries, SEI Holdings, Inc. (``Holdings''), Southern Electric
International, Inc. (``SEI''), Mobile Energy Services Holdings, Inc.
(``Mobile Energy''), Southern Electric Wholesale Generators, Inc.
(``Domestic Holdings''), SEI Europe, Inc. (``SEI Europe''), and SEI
NEWCO 1, Inc. (``Foreign Holdings''), all at 900 Ashwood Parkway, Suite
500, Atlanta, Georgia 30338, have filed a post-effective amendment
under sections 3(b) and 12(c) of the Act and rules 46 and
[[Page 19968]]
54 thereunder, in connection with their previously filed application-
declaration under sections 6(a), 7, 9(a), 10, 12(b), 12(f), 13, 32 and
33 of the Act and rules 43, 45 and 54 thereunder.
By order dated February 2, 1996, (HCAR No. 26468) (``Initial
Order''), the Commission authorized Southern, Holdings, SEI, Mobile
Energy, Domestic Holdings, SEI Europe, and Foreign Holdings to carry
out certain transactions involved in the restructuring of Southern's
portfolio of EWGs, FUCOs (collectively, ``Exempt Projects''), and
related intermediate subsidiaries (called ``Intermediate
Subsidiaries'').\1\
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\1\ In particular, Holdings was authorized to acquire one or
more special ``Intermediate Subsidiaries,'' organized exclusively
for the purpose of acquiring and holding one or more EWGs or FUCOs,
or subsidiaries (called ``Energy Related Companies'') that derive or
will derive substantially all of their revenues from the ownership
and/or operation of one or more of the following categories of
nonutility businesses: (a) ``Qualifying facilities'' (defined under
the Public Utilities Regulatory Policies Act of 1978, as amended;
(b) steam production, conversion and distribution; and (c)
electricity brokering and marketing within the area covered by the
Southern Electric Reliability Counsel (``SERC''). Holdings was also
authorized to acquire the shares of SEI and to acquire the
securities of one or more direct or indirect subsidiaries organized
to engage in the activities in which SEI previously had been
authorized to engage.
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The applicants now seek a modification to the Initial Order that
would allow Holdings and its direct and indirect subsidiaries (other
than Exempt Projects, which are exempt from the Act) to declare and pay
dividends from time to time through December 31, 2000, out of capital
and unearned surplus. The applicants state that such distributions
would be made only to the extent permitted under applicable law, as
well as any applicable financing agreements, which restrict
distributions to shareholders, to which Holdings or any of its
subsidiaries may be a party.
In addition, the applicants propose that current or future
subsidiary companies of Holdings that derive no material part of their
income from sources with the United States be exempted, pursuant to
section 3(b) of the Act, from section 12(c) and rule 46 thereunder.
The applicants also request an extension of time until June 30,
1997, to consummate the following transactions that were authorized in
the Initial Order: (1) The transfer of Southern Electric's common stock
to Holdings; (2) the transfer of the stock of certain subsidiaries of
Southern Electric to other direct or indirect subsidiaries of Holdings;
and (3) the issuance by Mobile Energy to Southern of a series of
preferred stock and contribution thereof by Southern to Holdings.
Northeast Utilities, et al. (70-8825)
Northeast Utilities (``NU''), a registered holding company, and its
subsidiary companies, Western Massachusetts Electric Company and The
Quinnehtuk Company, at 174 Brush Hill Avenue, West Springfield,
Massachusetts 01090-0010, Northeast Utilities Service Company
(``NUSCO''), The Connecticut Light and Power Company, Northeast Nuclear
Energy Company and The Rocky River Realty Company, at 107 Selden
Street, Berlin, Connecticut 06037, North Atlantic Energy Service
Corporation, Route 1, Lafayette Road, Seabrook, New Hampshire 03874,
and North Atlantic Energy Corporation and Public Service Company of New
Hampshire, 100 Elm Street, Manchester New Hampshire 03105,
(collectively, ``Applicants'') have filed an application-declaration
under sections 6(a), 7, 9(a), 10, 11(b), 12(b) and 13(b) of the Act and
rules 45, 53, 54, 87(b)(1), 90 and 91 thereunder.
The Applicants propose to engage in certain diversification
activities, both inside and outside of NU's operating utility
subsidiaries' service territories, either directly or through
investments in existing or future subsidiary companies or joint
ventures/alliances with nonassociate companies (collectively,
``NEWCOs'').
Diversification activities may include research, development,
commercialization, financing, marketing, sale, leasing, licensing, and
maintenance, as appropriate, of: (1) various products including
electrotechnologies; (2) electric utility or telecommunications
services; (3) ``qualifying facilities'' within the meaning of the
Public Utility Regulatory Policies Act of 1978 as amended; (4) electric
appliances and lighting systems; (5) electric vehicles; (6) thermal
energy products; (7) alternative fuels; (8) renewable energy resources;
and (9) financial products. Diversification activities may also include
the performance of engineering, construction, fuel storage,
procurement, transportation, environmental, financial, management,
personnel development and training, and similar services.
Applicants further propose: (1) To organize NEWCOs; (2) to provide
services to NEWCOs and for NEWCOs to provide services among themselves
and to Applicants on terms that may or may not be limited to cost; (3)
to provide capital contributions to the NEWCOs; (4) to issue guarantees
of NEWCO securities; and (5) that NU issue guarantees of other
Applicants' securities.
The applicants seek authority through December 31, 2000 to form
NEWCOs and to invest, directly or indirectly, up to $300 million in
diversification activities, as stated above, through a combination of
equity, debt, and guarantee obligations. Any loans from NU to the other
Applicants or NEWCOs will mature no later than December 31, 2015 and
will bear an interest rate not exceeding the prevailing rates for loans
of similar term and risk.
The application-declaration states that each NEWCO will maintain
separate financial records and detailed supporting records, including
profit/loss statements. NUSCO, pursuant to a service agreement with
each NEWCO, proposes to provide recordkeeping, accounting and audit
services.
General Public Utilities Corporation, et al. (70-8835)
General Public Utilities Corporation (``GPU''), a registered
holding company, 100 Interpace Parkway, Parsippany, New Jersey 07054,
and its wholly owned electric public-utility subsidiary company Jersey
Central Power & Light Company (``JCP&L''), 300 Madison Avenue,
Morristown, New Jersey 07960, have filed an application under sections
9(a) and 10 of the Act.
JCP&L proposes to invest from time to time through December 31,
2000 up to $500,000 in the New Jersey Fund for Community Economic
Development (``Fund''). The Fund has been organized as a New Jersey
limited liability company to provide financing to local development
organizations which, in turn, will provide loans to businesses,
projects and individuals in low and moderate income urban areas in New
Jersey which do not satisfy traditional lending criteria of financial
institutions. It is contemplated that local development organizations
will receive funds from the Fund through medium and long-term financing
structures which will enable these organizations to make investments in
economic development projects located in their communities. The Fund
will have a term of at least ten years.
The New Jersey Economic Development Authority will manage the Fund
under the supervision of the Fund's board of trustees. The board will
also appoint a loan review committee to evaluate all funding request
proposals from eligible local development organizations.
The Fund will have both Class A and Class B members. There will be
a maximum of 12 Class A members, consisting of three representatives of
the
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state of New Jersey with the balance consisting of members whose
membership interests in the Fund exceed 10%. All other investors,
including JCP&L, will be Class B members. JCP&L's Class B membership
interest in the Fund will not exceed 9.9% of the Fund's total
membership interests. All members will vote in proportion to their
membership interests, provided that only Class A members may vote on
investment policies and other matters to be specified in the Fund's
operating agreement. The Fund will be capitalized over a five to seven-
year period with a minimum of $20 million invested by the private
sector and an additional $10 million from the State of New Jersey.
In lieu of an investment by JCP&L, the investment in the Fund may
be made in whole or in part by GPU either directly or indirectly
through a new subsidiary to be formed (``GPU Sub''). If the acquisition
is made by GPU indirectly through GPU Sub, GPU would acquire up to
1,000 shares of common stock of GPU Sub for a purchase price not in
excess of $1,000.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-10996 Filed 5-2-96; 8:45 am]
BILLING CODE 8010-01-M