[Federal Register Volume 62, Number 26 (Friday, February 7, 1997)]
[Notices]
[Pages 5864-5867]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-3031]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26658]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

January 31, 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 February 24, 1997, 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.

Entergy Corporation, et al. (70-8105)

    Entergy Corporation, 639 Loyola Avenue, New Orleans, Louisiana 
70113 (``Entergy''), a registered holding company, and its nonutility 
subsidiary company, Entergy Enterprises, Inc. (``Enterprises''), Three 
Financial Center, 900 S. Shackleford Road, Suite 210, Little Rock, 
Arkansas 72211 (``Enterprises'') (together, ``Applicants''), have filed 
a post-effective amendment to their application-declaration under 
sections 6(a), 7, 9(a), 10, 12(b) and 13(b) of the Act and rules 45, 
52, 54, 87, 90, and 91 thereunder.
    By prior Commission order, dated July 8, 1993 (HCAR No. 25848) 
(``1993 Order''), Enterprises was authorized by the Commission to: (1) 
Conduct preliminary development activities with respect to potential 
investments by Entergy in various energy, energy related and other 
nonutility businesses; (2) provide consulting services (``Consulting 
Services'') to nonassociate companies, using the expertise and 
resources of the Entergy system companies; and (3) provide management 
and administrative support services (``Administrative Services'') to 
associate companies engaged in certain energy, energy related and other 
nonutility businesses, exclusive of associate companies which are 
``exempt wholesale generators'' (``EWGs'') or foreign utility companies 
(``FUCOs'') under sections 32 and 33, respectively, of the Act. In 
addition, the 1993 Order authorized Enterprises to receive certain 
administrative and other support services for the system utility 
operating companies (``Operating Companies'') and Entergy's service 
company subsidiary, Entergy Services, Inc., in support of its ongoing 
business activities.
    Pursuant to a subsequent Commission order, dated June 30, 1995 
(HCAR No. 26322) (``1995 Order''), Enterprises' business authorization 
was expanded to include the following additional activities: (1) The 
provision of Consulting Services to associate companies, including 
EWGs, FUCOs, and qualifying facilities (``QFs'') under

[[Page 5865]]

the Public Utility Regulatory Policies Act of 1978, as amended, 
excluding the Operating Companies, ESI and such other existing or new 
subsidiaries as Entergy may create, whose activities and operations are 
primarily related to the domestic sale of electric energy at retail or 
at wholesale to affiliates or who provide goods and services to such 
companies (collectively, ``Excepted Companies''); (2) the provision of 
operations and management services (``O&M Services''), directly or 
indirectly through newly established subsidiaries (``O&M Subs'') of 
Entergy or Enterprises, to developers, owners and operators of domestic 
and foreign power projects, including power projects that Enterprises 
may develop on its own or in collaboration with third parties, and to 
other associate companies, exclusive of the Excepted Companies \1\; (3) 
the licensing or other marketing to nonassociatate companies of 
intellectual property, including software and other products, acquired 
or developed by Entergy system companies; and (4) the provision of 
Administrative Services to all of Enterprises' associate companies, 
exclusive of the Excepted Companies, including associate EWGs and 
FUCOs.
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    \1\ Enterprises is authorized to render such O&M Services using 
its own work force and the personnel and resources of the Excepted 
Companies obtained pursuant to service agreements. Subject to 
receipt of requisite Commission approval, the Excepted Companies 
would be reimbursed for the fully allocated cost of any services, 
including administrative and other services, as well as O&M 
Services, provided to Enterprises or any O&M Sub, plus 5%.
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    Enterprises is also authorized under the 1995 Order to provide 
Consulting Services and O&M Services to its associated companies, 
excluding the Excepted Companies, at fair market prices, under an 
exemption pursuant to section 13(b) of the Act from the requirements of 
rules 90 and 91, subject to certain limitations with respect to the 
provision of services to associate power projects. The 1995 Order 
further approves certain financing transactions involving Entergy and 
Enterprises. Specifically, Entergy is authorized to provide additional 
financing for the activities of Enterprises, including the issuance of 
guarantees on behalf of Enterprises, and Entergy and Enterprises are 
authorized to organize and fund O&M Subs and to issue guarantees on 
behalf of an O&M Sub or other associate companies, other than the 
Excepted Companies, from time-to-time through December 31, 1997, 
provided that the aggregate amount of such investments and guarantees 
does not exceed $350 million at any one time outstanding.
    Enterprises seeks authorization to engage in the previously 
authorized business activities and related associate and financing 
transactions, either directly or indirectly, through one or more new 
direct or indirect subsidiaries (collectively, ``Enterprises Subs''). 
The Applicants further seek authorization to make investments in such 
Enterprises Subs from time-to-time through December 31, 1997 in the 
form of common stock purchases, capital contributions, open account 
advances, loans, conversions of loans to capital contributions and 
guarantees of indebtedness or other obligations. To the extent that 
such transactions are not exempt under the Act, the aggregate amount of 
such investments, including guarantees, in or on behalf of such 
Enterprises Subs, when added to: (1) Any investments made by 
Enterprises Subs in O&M Subs or any guarantees issued by such 
Enterprises Subs on behalf of O&M Subs or other associate companies, 
other than the Excepted Companies; and (2) any investments, including 
guarantees, authorized to be made or issued by Entergy or Enterprises 
under the 1995 Order, will not exceed the $350 million investment 
limitation set forth in the 1995 Order.

Eastern Utilities Associates, et al. (70-8955)

    Eastern Utilities Associates (``EUA''), P.O. Box 2333, Boston, 
Massachusetts 02107, a registered holding company, and its 
subsidiaries, Blackstone Valley Electric Company (``Blackstone''), 
Washington Highway, Lincoln, Rhode Island 02865, Eastern Edison Company 
(``Eastern''), 110 Mulberry Street, Brockton, Massachusetts 02403, 
Montaup Electric Company (``Montaup''), P.O. Box 2333, Boston, 
Massachusetts 02107, and Newport Electric Corporation (``Newport''), 12 
Turner Road, Middleton, Rhode Island 02840 (collectively, 
``Declarants'') have filed a declaration (``Declaration'') under 
sections 6(a), 7 and 12(b) of the Act and rule 54 thereunder.
    Declarants propose to enter into a revolving credit facility 
(``Facility'') from which they and certain other EUA subsidiaries will 
be permitted to borrow from time to time, from one or more commercial 
banks or other lending institutions (``Lenders'') up to $150 million in 
the aggregate through a period ending five years after the closing date 
of the agreement.\2\ Borrowings may take the form of: (i) Borrowings 
from all Lenders under the Facility on a pro rata basis (``Pro Rata 
Borrowings''); (ii) borrowings of at least $100,000 each and up to $20 
million in the aggregate (``Swing Line Borrowings'') from a particular 
Lender (``Swing Line Lender''); and (iii) short-term borrowings for a 
period from seven days to 180 days from Lenders on a competitive bid 
basis (``Competitive Bid Borrowings''). All borrowings under the 
Facility will be unsecured and will be evidenced by promissory notes.
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    \2\ The other subsidiaries, EUA Cogenex Corporation 
(``Cogenex''), EUA Ocean State Corporation (``Ocean State''), EUA 
Service Corporation (``ESC''), EUA Energy Investment Corporation 
(``EEIC'') and EUA Energy Services, Inc. (``EUA Energy'') 
(collectively, ``Affiliates''), intend to finance authorized 
activities through the Facility. The Affiliates have not joined the 
Declaration as parties, however, because such financing is exempt 
from prior approval pursuant to rules 45 and 52.
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    The following Declarants and Affiliates will have the following 
respective maximum borrowing limits under the Facility: Blackstone, $20 
million; Newport, $25 million; Eastern, $75 million; Montaup, $20 
million; Cogenex, $75 million; Ocean State, $10 million; ESC, $10 
million; and EUA, $75 million. Access to the Facility will be limited 
for a Declarant or an Affiliate other than Cogenex if such Declarant or 
Affiliate reduces its operating income by more than 20% as a result of 
selling an income-generating asset, and will be eliminated for a 
Declarant or an Affiliate other than Cogenex if such Declarant or 
Affiliate reduces its operating income by more than 50% as a result of 
selling an income-generating asset.
    Declarants state it has become necessary for EUA to guaranty the 
short term borrowings of Cogenex until such time as Cogenex satisfies 
certain performance criteria; upon Cogenex's satisfaction of such 
performance criteria, such guaranty by EUA shall be released. 
Consequently, EUA proposes to guaranty up to $75 million of Cogenex's 
borrowings under the Facility.
    EUA states that, for the funding of short-term loans to Cogenex, 
EUA shall limit its borrowings under the Facility up to $25 million in 
the aggregate, the amount currently authorized in an order dated April 
5, 1995 (HCAR No. 26266) (``Cogenex Order''). The terms and conditions 
of any loans made to Cogenex would be the same as the terms and 
conditions under the Facility. EUA further agrees that with the 
exception of the borrowings described in the first sentence of this 
paragraph (i.e., up to $25 million in the aggregate), EUA would not use 
any of its proposed borrowings under the facility to invest in Cogenex.
    Declarants will pay interest on any Pro Rata Borrowings, at the 
borrower's election, at a rate which is: (i) The greater of the Bank of 
New York's prime

[[Page 5866]]

commercial lending rate or the federal funds rate plus \1/2\% 
(``Alternative Base Rate''); or (ii) the London Interbank Offering Rate 
(``LIBOR'') for the applicable interest period, plus a margin of at 
least 0.15% and up to 0.45%, which margin rate shall be based upon the 
then current bond ratings of Eastern's first mortgage bonds (``LIBOR 
Rate'').
    Declarants will pay interest on any Swing Line Borrowings at a rate 
or rates to be determined by the borrower and the Swing Line Lender. 
Swing Line Borrowings in excess of $2.5 million in the aggregate could 
be converted, at the borrower's option, to Competitive Bid Borrowings 
or Pro Rata Borrowings. Swing Line Borrowings in excess of $20 million 
in the aggregate will be converted to Pro Rata Borrowings which would 
initially bear interest at the Alternate Base Rate. Upon the occurrence 
of an event of default by the borrower, or at the request of the Swing 
Line Lender, all outstanding Swing Line Borrowings could be replaced by 
and refinanced using the proceeds from Pro Rata Borrowings.
    Declarants will pay interest on any Competitive Bid Borrowings at a 
rate or rates determined by competitive bid auction or auctions among 
the Lenders. If a Declarant so elects, the competitive bid auction 
agency will notify all of the Lenders of the requested loan amount, the 
date the loan will begin and the interest period for such loan, and 
will request that each Lender provide a quote for such loan. The 
Declarant may then choose to accept or reject any quotes it receives.
    Interest calculations would be made on the basis of a 360-day year 
for the actual number of days elapsed except with respect to interest 
accruing at the Bank of New York's prime commercial lending rate, in 
which case interest would be calculated on the basis of a 365 or 366 
day year for the actual number of days elapsed.
    Any payment of principal and/or interest which is not paid when due 
would bear interest, to the extent permitted under applicable law, at a 
rate per annum equal to the interest rate otherwise applicable plus two 
percent.
    Declarants will pay to the administrative agent for the Facility, 
for the pro rate account of the Lenders, an annual facility fee to be 
based upon the average daily amount of the Facility regardless of 
usage. The fee to be paid by the Declarants will be at least 0.10% and 
up to 0.30% of the average daily amount of the Facility, such 
percentage to be determined in accordance with the then current bond 
ratings of Eastern's first mortgage bonds. The administrative agent 
under the facility will be a commercial bank, initially the Bank of New 
York, which will be paid a one-time agency fee of $50,000. An 
administrative fee of $7,500 will be paid to the administrative agent 
at closing and on each subsequent anniversary of the closing during the 
term of the Facility. additionally, with respect to Competitive Bid 
Borrowings only, in the event that one or more Declarants request(s) a 
competitive bid, such Declarant(s) collectively will pay a $200 fee to 
the administrative agent kin connection with such request.
    Borrowings under the Facility will replace borrowings authorized by 
the Commission pursuant to order dated December 19, 1995 (HCAR Nos. 
26433) (which authorized short-term financing for Eastern, Montaup, 
Blackstone, Newport, ESC, and Ocean State). Upon issuance of an order 
authorizing the transactions proposed in the instant Declaration, the 
authorization granted pursuant to HCAR No. 26433 (Dec. 19, 1995) will 
be replaced in its entirety and will cease to have effect. In addition, 
as a result of replacing EUA's ``regular bank lines of credit,'' the 
Facility will become the source of borrowings by EUA: (I) For the 
financing of EEIC and borrowings authorized pursuant to HCAR Nos. 
24515, 24515A and 26028 (Dec. 4, 1987, as amended Jan. 11, 1988, Apr. 
15, 1994, respectively); (ii) authorized in connection with investments 
by EUA in EUA Energy, authorized HCAR No. 26493 (Mar. 14, 1996), as 
subsequently amended; and (iii) for the financing of Cogenex authorized 
pursuant to the Cogenex Order. The Commission orders issued in 
connection with the financing of EEIC (HCAR Nos. 24515A and 26028) and 
investment in EUA Energy (HCAR No. 26493) will remain in full force and 
effect, as presently written.
    The authorization granted by the Cogenex Order will be replaced in 
its entirety and will cease to have effect upon the issuance of the 
Commission's order authorizing the transactions proposed in this 
Declaration; provided, that the Commission's order authorizing the 
transactions proposed in this Declaration shall include authorization, 
through December 31, 1997, for the following transactions, as 
previously authorized by the Cogenex Order:
    (a) EUA proposes to invest in Cogenex up to an aggregate principal 
amount of $50 million in one or any combination of short-term loans, 
capital contributions, or purchases of Cogenex common stock.
    (b) Cogenex proposes to obtain financing in an aggregate principal 
amount not to exceed $200 million from any of the following sources: 
(i) Up to $50 million from EUA, as described in (a) above, and (ii) 
$150 million from one or any combination of (A) the issuance and sale 
of unsecured notes (``New Notes'') through a private or a public 
offering, (B) the borrowing of proceeds from the issuance or sale of 
bonds by a state or political subdivision agency (``Bonds''), and (C) 
the borrowing of up to $75 million under the Facility. Should it become 
necessary to secure more favorable terms for the New Notes or Bonds, 
EUA proposes to guarantee, or provide an equity maintenance agreement 
for all or a portion of the obligations of Cogenex on the New Notes and 
Bonds. EUA and Cogenex request that the Commission reserve jurisdiction 
over the issuance and sale of the New Notes and Bonds and EUA's 
guarantee of or provision of an equity maintenance agreement for the 
New Notes and Bonds pending completion of the record.
    (c) Cogenex proposes to extend its authority to invest in Northeast 
Energy Management, Inc. (``NEM'') and EUA Cogenex-Canada, Inc. 
(``Cogenex-Canada''), two wholly-owned non-utility subsidiaries of 
Cogenex, and their authority to borrow funds, with no increase in the 
amount of authorized funding. By Commission order date January 28, 1994 
(HCAR No. 25982), the Commission authorized Cogenex to invest in NEM, 
and NEM to borrow from Cogenex, up to an aggregate $9.1 million. By 
Commission order dated September 30, 1994 (HCAR No. 26135), the 
Commission authorized Cogenex to provide equity and debt funding for 
Cogenex-Canada and for Cogenex-Canada to borrow from third parties in 
amounts not to aggregate more than $20 million outstanding. These 
authorizations were extended from December 31, 1995 through December 
31, 1997 by the Cogenex Order.
    The Facility will be used: (i) To pay, reduce or renew outstanding 
notes payable to banks as they become due; (ii) to finance the 
Declarants' respective cash construction expenditures for fiscal years 
1996 through 2000; (iii) to provide funds to meet certain sinking fund 
requirements and retirements or redemptions of outstanding securities; 
(iv) in the case of EUA, to make short-term loans, capital 
contributions and open account advances in accordance with rule 
45(b)(4) or rule 52 or as previously authorized by the Commission to 
Cogenex, EEIC and EUA Energy; (v) to pay for the cost of issuance of 
New Notes and Bonds of Cogenex; (vi) to provide for debt servicing 
reserves or expenses in connection with the issuance of New

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Notes and Bonds; (vii) for the declarants' respective working capital 
requirements; and (viii) for other general corporate purposes.

GPU, Inc. (70-8983)

    GPU, Inc., (``GPU'') 100 Interspace Parkway, Parsippany, New Jersey 
07054, a registered holding company, has filed a declaration under 
sections 6(a), 7, and 12(e) of the Act, and rules 54 and 62 thereunder.
    GPU proposes to issue up to an additional 200,000 shares of its 
common stock (``Common Stock''), under a new deferred unit stock plan 
(``New Plan'') for payment of a portion of outside directors' 
compensation.
    GPU currently has in effect a retirement plan for outside directors 
which provides that each outside director who completes 54 months of 
service prior to retirement is entitled to receive one-twelfth of the 
sum of the director's annual retainer and the cash value of the last 
award under GPU's restricted stock plan for outside directors (``1989 
Plan'').\3\ Benefits are payable commencing at the later of age 60 or 
retirement over a period equal to the number of months of service.
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    \3\ By order dated March 30, 1989 (HCAR No. 24851), the 
Commission authorized GPU to issue up to 20,000 shares of Common 
Stock under this plan. Under the 1989 Plan, which was approved by 
GPU's shareholders, each outside director receives a portion of his 
or her annual compensation in the form of 300 shares of Common 
Stock.
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    GPU desires to align the interests of its directors more closely 
with those of its stock holders by paying a greater portion of the 
outside directors' compensation in the form of Common Stock. 
Accordingly, GPU proposes to cease further accrual of service under the 
1989 Plan and provide for the issuance of Common Stock to outside 
directors under the New Plan.
    GPU requests authorization to issue up to an additional 200,000 
shares of Common Stock under the New Plan from time to time through 
December 31, 2007.\4\ Under the New Plan, each outside director would 
receive an annual grant of units (one unit represents a share of Common 
Stock) based on a multiple (initially anticipated to be 1.5, but which 
may be changed from time to time) of the amount of annual cash retainer 
paid to each outside director. This amount will be set by the board of 
directors, and may be increased or decreased by board resolution. The 
number of units granted each year will thus vary based on (i) the price 
of the Common Stock, (ii) the amount of the annual cash retainer and 
(iii) the multiplier used. Units would vest upon the outside director's 
retirement from the board, provided the outside director has completed 
at least 54 months of service as an outside director, or death. Units 
which have not vested at the time of an outside director's retirement 
would be forfeited.
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    \4\ This authorization would be in addition to the current 
authorization to issue up to 20,000 shares, and the New Plan would 
not alter the automatic award of 300 shares annually to outside 
directors under the 1989 Plan.
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    GPU intends to request that its stockholders approve the New Plan 
at the 1997 annual meeting, and accordingly requests authorization to 
solicit proxies from its shareholders at this meeting. The related 
proxy materials are expected to be mailed before March 31, 1997. 
Subject to shareholder approval, the New Plan would be effective as of 
July 1, 1997.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-3031 Filed 2-6-97; 8:45 am]
BILLING CODE 8010-01-M