Federal Register / Vol. 62, No. 158 / Friday, August 15, 1997 / Notices 43761

1Energy was authorized to hold directly one

share in CSWM to comply with a requirement of

Mexican law that CSWM have a minimum of two

shareholders. CSWM was authorized to hold all

shares of CSWM Servicios except for one share to

be held by CSWI.

2The 1994 Order had also authorized CSWI,

CSWM and the Project Parents to issue securities

to third parties without recourse to CSW in

connection with the Permitted Activities in

amounts not to exceed $600 million in the

aggregate. The 1995 Order raised this limit to $3

billion.

For premium payment years

beginning in August 1997, the assumed

interest rate to be used in determining

variable-rate premiums for RPU plans

(determined using an applicable

percentage of 80 percent) is 5.21

percent. For ‘‘partial’’ RPU plans, the

assumed interest rates to be used in

determining variable-rate premiums can

be computed by applying the rules in

§ 4006.5(g) of the premium rates

regulation. The PBGC’s premium

payment instruction booklet also

describes these rules and provides a

worksheet for computing the assumed

rate.

Multiemployer Plan Valuations

Following Mass Withdrawal

The PBGC’s regulation on Duties of

Plan Sponsor Following Mass

Withdrawal (29 CFR part 4281)

prescribes the use of interest

assumptions under the PBGC’s

regulation on Allocation of Assets in

Single-employer Plans (29 CFR part

4044). The interest assumptions

applicable to valuation dates in

September 1997 under part 4044 are

contained in an amendment to part 4044

published elsewhere in today’s Federal

Register. Tables showing the

assumptions applicable to prior periods

are codified in appendix B to 29 CFR

part 4044.

Issued in Washington, D.C., on this 8th day

of August 1997.

David M. Strauss,

Executive Director, Pension Benefit Guaranty

Corporation.

[FR Doc. 97–21598 Filed 8–14–97; 8:45 am]

BILLING CODE 7708–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26753]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

August 8, 1997.

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

September 2, 1997, 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.

Central and South West Corporation, et

al. (70–8423)

Central and South West Corporation

(‘‘CSW’’), a registered holding company,

CSW International, Inc. (‘‘CSWI’’), and

CSW Energy, Inc. (‘‘Energy’’), both

wholly owned nonutility subsidiary

companies of CSW, all at 1616 Woodall

Rodgers Freeway, Dallas, Texas 75202,

have filed a post-effective amendment

under sections 6(a), 7, 9(a), 10, 12(b),

and 13(b) of the Act and rules 43, 45,

54, 83, 86, 87, 90 and 91 under the Act

to their application-declaration

previously filed under sections 6(a), 7,

9(a), 10, 12(b), 13(b), 32 and 33 of the

Act and rules 43, 45, 54, 83, 86, 87, 90

and 91 under the Act.

By order dated November 3, 1994

(HCAR No. 26156) (‘‘1994 Order’’), CSW

was authorized, through December 31,

1997, to (a) organize and invest in CSW

de Mexico, S.A. de C.V. (‘‘CSWM’’), and

CSW de Mexico Servicios (‘‘CSWM

Servicios’’); 1 (b) invest either directly or

indirectly, through CSWI, CSWM or

other special purpose subsidiaries

(‘‘Project Parents’’), in exempt wholesale

generators (‘‘EWGs’’) and foreign utility

companies (‘‘FUCOs’’ and, together with

EWGs’’, ‘‘Exempt Facilities’’); (c)

provide directly or indirectly, through

CSWI and/or CSWM, certain operational

and management services to Exempt

Facilities and to foreign electric utility

enterprises (‘‘Service Activities’’ and

together with the businesses of the

Exempt Facilities, ‘‘Permitted

Activities’’); (d) guarantee, or provide

other forms of credit support for, the

securities or contractual obligations of

CSWI, CSWM and the Project Parents

issued or incurred in connection with

the Permitted Activities; and (e) fund

such investments from time to time

through issuances by CSW, CSWI,

CSWM, CSWM Servicios and/or the

Project Parents of stock, partnership

interests, promissory notes, commercial

paper or other debt or equity securities.

The 1994 Order limited the amounts

of investment by CSW in subsidiaries

engaged in the Permitted Activities and

of guaranties or other forms of credit

support issued or arranged by CSW on

behalf of such subsidiaries (collectively,

‘‘Aggregate General Authority’’) to $400

million. By order dated September 27,

1995 (HCAR No. 26383) (‘‘1995 Order’’),

CSW was authorized to increase its

authority to make investments under the

Aggregate General Authority up to an

amount not to exceed 50% of its

‘‘consolidated retained earnings,’’ as

determined in accordance with rule

53(a)(1).2 By order dated January 24,

1997 (HCAR No. 26653) (together with

the 1994 Order and the 1995 Order,

‘‘Orders’’), the Commission authorized

CSW to increase its investments in

Exempt Facilities in amounts which,

when aggregated with the guaranties of

the obligations of such entities, would

not exceed 100% of CSW’s

‘‘consolidated retained earnings,’’ as

determined in accordance with rule

53(a)(1).

CSW now seeks an extension, through

December 31, 2002, of the authority

granted in the Orders to (a) invest

directly or indirectly in Exempt

Facilities, (b) guarantee or provide other

forms of credit support for subsidiaries

engaged in the ownership and/or

operation of Exempt Facilities, (c) fund

such investments and/or guaranties

through the issuance of securities to

third parties, and (d) engage directly or

indirectly in Service Activities. In

addition, CSWI and Energy seek an

extension through December 31, 2002 of

authority granted in the 1994 Order and

the 1995 Order for CSWI, CSWM,

CSWM Servicios and/or the Project

Parents to issue equity securities to

third parties in connection with the

Permitted Activities.

Energy and CSWI also request

authority, through December 31, 2002,

to (a) acquire the securities of

companies (‘‘Intermediate

Subsidiaries’’) that would have direct or

indirect ownership interests in

companies engaged in Service Activities
43762 Federal Register / Vol. 62, No. 158 / Friday, August 15, 1997 / Notices

3EPUK was incorporated in 1996 as a public

limited company under the laws of England to

acquire London Electricity plc (‘‘LE’’), a foreign

utility company (‘‘FUCO’’), as defined in section 33

under the Act. EPUK’s sole investment and

significant asset is the entire share capital of LE.

4The application states that tax considerations

will influence whether the Issuing Entity is formed

as a Limited Partnership or Trust.

5Examples of such adverse events include if the

Issuing Entity may become subject to United States

or United Kingdom income tax on the interest it

received on Subordinated Securities, a

determination that the interest payments by EPUK

on its Subordinated Securities are not deductible

for the United States earnings and profits or United

Kingdom income tax purposes, the Issuing Entity

becomes subject to a more than minimal amount of

other taxes, or if the Issuing Entity becomes subject

to regulation as an ‘‘investment company’’ under

the Investment Company Act of 1940, as amended.

outside the United States (‘‘Foreign

Service Companies’’) and in companies

that are organized pursuant to rule 58

under the Act (‘‘Rule 58 Companies’’)

and (b) guarantee or otherwise provide

credit support for the securities or

contractual obligations of such

companies, in amounts not to exceed

$200 million outstanding at any one

time. The obligations under the

requested guarantees or other forms of

credit support would be nonrecourse to

CSW.

Further, CSW requests authority for

Foreign Service Companies to offer

services to those affiliates of such

Foreign Service Companies that do not

derive, directly or indirectly, any

material part of their income from

sources within the United States. In

accordance with rule 83, compensation

for such services would be charged

without regard to the restrictions

imposed by rule 90(a)(2).

Entergy Power UK plc (70–9081)

Entergy Power UK plc (‘‘EPUK’’),

Templar House, 81–87 High Holborn,

London WC1V 6NU, England, a whollyowned subsidiary company of Entergy

Corporation (‘‘Entergy’’), a registered

holding company, has filed an

application-declaration under sections

6(a), 7, 9(a), 10, 12 (b), (c) and (f) of the

Act and rules 45 and 54 thereunder.

EPUK 3 proposes to organize an entity

(‘‘Issuing Entity’’) in the form of a

special purpose limited partnership

(‘‘Limited Partnership’’) or statutory

business trust (‘‘Trust’’) to issue and sell

one or more series of preferred

securities (‘‘Entity Interests’’) in an

aggregate principal amount up to $500

million, from time to time through

December 31, 2000.4 EPUK will make an

equity contribution to the Issuing Entity

at the time the Entity Interests are

issued. If the Issuing Entity is formed as

a Limited Partnership, EPUK or a

special purpose corporation whollyowned by EPUK will acquire all of the

general partner interest of the Limited

Partnership and act as its general

partner. If the Issuing Entity is formed

as a Trust, EPUK would acquire all of

the Trust’s voting interests and the

business of the Trust would be

conducted by one or more trustees.

Holders of the Entity Interests will be

either the limited partners of the

Limited Partnership or the holders of

preferred interests in the Trust. EPUK

represents that its equity contribution to

the Issuing Entity will at all times

constitute at least 3% of the aggregate

equity contributions by all security

holders of the Issuing Entity.

In connection with the issuance of

Entity Interests, EPUK proposes to issue

and sell one or more series of junior

subordinated debentures or capital

interests (collectively, ‘‘Subordinated

Securities’’) to the Issuing Entity. The

Issuing Entity will purchase the

Subordinated Securities with the

proceeds from the sale of its Entity

Interests, plus the equity contributions

it received from EPUK. Each series of

Subordinated Securities will have either

a stated maturity date or not stated

maturity date, and interest will be paid

by EPUK at either a fixed or adjustable

rate. The distribution rates, payment

dates, redemption, maturity, if any, and

other terms of the Subordinated

Securities will be substantially similar

to those of the Entity Interests, and will

be determined by EPUK at the time of

issuance pursuant to a subordinated

securities agreement (‘‘Subordinated

Securities Agreement’’). The interest

paid by EPUK on the Subordinated

Securities will constitute the only

source of income for the Issuing Entity

to pay monthly, quarterly, or semiannual distributions on the Entity

Interests, as determined at the time of

issuance.

Each series of Entity Interests and any

corresponding series of Subordinated

Securities will be sold at such price and

will be entitled to receive such

distributions or interest payments on

such periodic basis, as determined at

the time of sale. No series of Entity

Interests or corresponding series of

Subordinated Securities will be sold if

the interest rate, whether fixed or the

initial adjustable rate, would exceed the

lower of 15% per annum or market rates

at the time of pricing for comparable

securities of issuers of comparable

credit quality bearing comparable

maturities. Interest or distributions

calculated in accordance with an

adjustable rate will be established by

reference to a benchmark rate, such as

the London Interbank Offered Rate, the

Treasury Rate or orders received in an

auction procedure, and will not exceed

15% per annum. Subsequent rate

adjustments may be made at established

intervals or simultaneously with

changes in the benchmark rate.

EPUK may guarantee the payment of

distributions on the Entity Interests,

payments to the holders of Entity

Interests of amounts due upon

liquidation of the Issuing Entity or

redemption of the Entity Interests, and

certain additional ‘‘gross-up’’ amounts

that may be payable in respect of Entity

Interests.

EPUK may have the right to defer

payment of interest on the Subordinated

Securities for specified periods or for an

indefinite period so long as dividends

are not being paid on, or certain actions

are not being taken with respect to the

retirement of, the common or preferred

stock of EPUK or one or more of the

direct or indirect parent companies of

EPUK during the period of deferral. The

Subordinated Securities would be

expressly subordinated to senior

indebtedness of EPUK.

Distributions on Entity Interests will

be paid periodically, as determined at

the time of sale of such series, will be

cumulative and will be mandatory to

the extent that the Issuing Entity has

legally available funds sufficient for

such purposes. The availability of funds

will depend entirely upon the Issuing

Entity’s receipt of the amounts paid

under the Subordinated Securities. The

Issuing Entity may also defer payment

of distributions for a specified period or

for an indefinite period, but only if and

to the extent that EPUK defers interest

payments on the Subordinated

Securities.

EPUK expects that its interest

payments on the Subordinated

Securities will be deductible by it for

United Kingdom income tax purposes

and that the Issuing Entity will not be

subject to United States or United

Kingdom income tax on the interest

received on the Subordinated Securities.

At the option of the Issuing Entity

with the consent of EPUK, the Issuing

Entity may redeem the Entity Interests,

in whole or in part, at a price equal to

their stated liquidation preference plus

any accrued and unpaid distributions,

on or before a date approximately five

years after the date of issuance, upon

the occurrence of certain adverse tax or

regulatory events.5 The Entity Interests

also may be subject to mandatory

redemption under certain

circumstances. Moreover, EPUK may

reserve the right to exchange the

Subordinated Securities for the Entity

Interests or to distribute the

Subordinated Securities to holders of
Federal Register / Vol. 62, No. 158 / Friday, August 15, 1997 / Notices 43763

6 In EPUK’s view, such restrictions would not be

necessary because the interest payments by EPUK

on the Subordinated Securities will be sufficient to

fully service the distributions on Entity Interests.

7The price for Entity Interests to be sold through

the competitive bidding process is expected to

range from 95% to 105% of the liquidation amount

of that particular series of Entity Interests.

8EPUK states that neither the proceeds from the

issuance and sale of Entity Interests nor any savings

derived from the repayment of the LE Credit

Facility will be used to make new investments in

an exempt wholesale generator, as defined in

section 32 of the Act, or any other FUCO.

Entity Interests, whereupon the Entity

Interests would be canceled.

In the event Subordinated Securities

are not treated as indebtedness for

United Kingdom income tax purposes or

the Issuing Entity is not treated as a

partnership or trust, as the case may be,

for United States income tax purposes,

and the Issuing Entity is required to

withhold or deduct certain amounts

from payments on the Entity Interests,

the Issuing Entity may have the

obligation, if the Entity Interests are not

redeemed or exchanged, to ‘‘gross up’’

such payments so that the holders of the

Entity Interests will receive the same

payment after withholding or deduction

as they would have received if no

withholding or deduction were

required.

In the event of liquidation,

dissolution or winding up of the Issuing

Entity, holders of Entity Interests will be

entitled to receive out of assets available

for distribution before any distribution

of assets to the general partner if the

Issuing Entity is a Limited Partnership

or to EPUK if the Issuing Entity is a

Trust, an amount equal to the stated

liquidation preference of the Entity

Interests plus any accrued and unpaid

distributions.

EPUK states that the constituent

documents governing the Issuing Entity

will contain provisions limiting the

Issuing Entity’s activities to (i) the

issuance and sale of Entity Interests, (ii)

the use of proceeds from the sale of

Entity Interests and the equity

contributions from EPUK to purchase

Subordinated Securities, (iii) the receipt

of interest on the Subordinated

Securities and (iv) the payment of

distributions on the Entity Interests.

Moreover, EPUK represents that the

constituent documents of the Issuing

Entity will not include any interest or

distribution coverage or capitalization

ratio restrictions on the issuing Entity’s

ability to issue and sell additional Entity

Interests.6 Transfer restrictions will

apply to transfers of the general partner

interest or voting interests, as the case

may be.

EPUK anticipates that the issuance

and sale of Entity Interests will be by

means of competitive bidding,7 or

negotiated public offering or private

placement with institutional investors.

The commission payable to

underwriters is not expected to exceed

the lesser of 3.25% of the principal

amount of the Entity Interests to be sold

or an amount payable for comparable

issuances of securities having terms,

conditions and features similar to those

of the Entity Interests.

EPUK intends to use the net proceeds

from the issuance and sale of Entity

Interests to repay a portion of the credit

facility used to finance the acquisition

of LE (‘‘LE Credit Facility’’).8 In

connection with such repayment, the LE

Credit Facility may be amended and

restated, and one or more subsidiaries of

Entergy formed to hold, with EPUK, LE,

may be required to become a guarantor

or co-maker of, or jointly or severally

obligated to make payments under the

amended and restated LE Credit

Facility.

Central and South West Corporation, et

al. (70–9083)

Central and South West Corporation,

a Delaware corporation (‘‘CSW’’) and a

registered holding company under the

Act, CSW Energy, Inc., a Texas

corporation, and EnerShop, Inc., a

Delaware corporation, all located at

1616 Woodall Rodgers Freeway, P.O.

Box 660164, Dallas, Texas 75202, and

collectively referred to as the

‘‘Applicants,’’ have filed a declaration

under sections 6(a), 7 and 12(b) of the

Act, and rules 45 and 54 thereunder.

Applicants state that under rule 58 of

the Act, they intend to acquire the

securities of or interests in one or more

companies that will engage in all forms

of brokering and marketing transactions

involving electricity and other energy

commodities, including natural gas, oil

and coal, at wholesale and retail,

through one or more associate energyrelated companies (hereinafter referred

to as ‘‘Marketing Companies’’), and to

provide incidental related services, such

as fuel management, storage and

procurement (‘‘Marketing Activities’’).

In addition, the Applicants from time to

time state that they may acquire the

securities of or interests in the business

of one or more other companies, each of

which will engage exclusively in

energy-related activities under rule 58

(collectively with Marketing Companies,

‘‘Energy-Related Companies’’).

In connection with the activities of

the Energy-Related Companies, the

Applicants seek authority to issue or

arrange various kinds of credit support

in an aggregate amount that will not

exceed $250 million, as required or

appropriate for any Energy-Related

Company, directly or indirectly: (i) to

secure debt financing; (ii) to satisfy bid

bond requirements; and/or (iii) to satisfy

credit support requirements in

connection with exempt activities

conducted by Energy-Related

Companies and/or financing documents

and agreements to which any EnergyRelated Company (directly or indirectly)

becomes a party (‘‘Guarantees’’). The

Applicants state that any Guarantee

issued by them on behalf of any EnergyRelated Company will be included in

the determination of aggregate

investment for purposes of rule 58.

The debt financing guaranteed by the

Applicants will not: (i) exceed a term of

fifteen years; or (ii)(a) bear a rate

equivalent to a floating interest rate in

excess of 2% over the prime rate,

London Interbank Offered Rate or other

appropriate index, in effect from time to

time, or (b) bear a fixed rate in excess

of 2.5% above the yield at the time of

issuance of United States Treasury

obligations of a comparable maturity.

Any commitment or other fees with

respect to the debt will not exceed one

percent per annum of the total amount

of debt financing.

The Applicants state that the EnergyRelated Companies will take

appropriate measures in the normal

course of their business to mitigate the

risks associated with electric power and

fuel purchase or sale contracts. CSW

will not seek recovery through higher

rates to customers of its operating utility

company subsidiaries to compensate

CSW for any possible losses that it may

sustain in connection with Guarantees

or its investment in Energy-Related

Companies.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–21594 Filed 8–14–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38911; File No. SR–DCC–

97–08]

Self-Regulatory Organizations; Delta

Clearing Corp.; Notice of Filing and

Immediate Effectiveness of a Proposed

Rule Change Relating to the

Amendment of Fees Charged for

Options

August 8, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934