[Federal Register Volume 65, Number 209 (Friday, October 27, 2000)]
[Notices]
[Pages 64461-64462]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-27613]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27257]


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

October 20, 2000.
    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 under the Act. 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 amendment(s) is/are available for public 
inspection through the Commission's Branch 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 November 14, 2000, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 November 14, 2000, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

American Electric Power Company, Inc., et al. (70-9353)

    American Electric Power Company, Inc. (``AEP''), a registered 
holding company, AEP Energy Services, Inc. and AEP Resources, Inc., 
(collectively ``Applicants''), both nonutility subsidiaries of AEP, and 
all located at 1 Riverside Plaza, Columbus, Ohio 43215, have filed a 
post-effective amendment under sections 6(a), 7, 9(a) and 10 of the Act 
and rule 54 under the Act to a previously filed application-
declaration.
    By order dated November 2, 1998 (HCAR No. 26933) (``Prior Order''), 
Applicants are currently authorized through December 31, 2003 
(``Authorization Period'') to acquire nonutility energy assets in the 
United States that would be incidental to, and would assist, Applicants 
and their subsidiaries in connection with energy marketing, brokering 
and trading (collectively, ``Energy Assets''). These assets include 
natural gas production, gathering, processing, storage and 
transportation facilities and equipment, liquid oil reserves and 
storage facilities and associated facilities. Applicants were 
authorized to invest up to $800 million (``Investment Limitation'') 
during the Authorization Period in such Energy Assets or in the equity 
securities of companies substantially all of whose physical properties 
consist of such Energy Assets.
    Applicants request that the Investment Limitation be increased to 
$2.0 billion. Applicants state that they intend to use the increased 
investment authority as needed to enable Applicants and such 
subsidiaries to continue to add nonutility, marketing-related assets as 
and when market conditions warrant, whether through acquisitions of 
specific assets or groups of assets that are offered for sale, or by 
acquiring existing companies.

Entergy Corporation (70-9723)

    Entergy Corporation (``Entergy''), a registered holding company, 
located at 639 Loyola Avenue, New Orleans, Louisiana 70113, filed an 
application-declaration under sections 9(a), 10, 12(b), 12(c), and 
13(b) of the Act and rules 45, 46, 54, 86, 87, and 90 under the Act.
    Together with Koch Energy, Inc. (``Koch''), an unaffiliated company 
that is not currently regulated under the Act, Entergy intends to form 
a new limited partnership, Entergy-Koch, LP (``Entergy-Koch'').\1\ 
Entergy-Koch will be a partially-owned subsidiary of Entergy, through 
which Entergy and Koch will combine certain discrete non-utility energy 
assets.
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    \1\ Entergy states that it is currently authorized to form 
intermediate holding companies such as Entergy-Koch. See Entergy 
Corp., HCAR No. 27039 (June 22, 1999) (authorizing Entergy to form 
companies to acquire and hold the securities of one or more energy-
related companies).
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    Entergy states that it will contribute to Entergy-Koch its 
interests in certain companies.\2\ Specifically, Entergy intends to 
transfer its interests in Entergy Power Marketing Corp. (``EPMC''), 
which markets and trades physical and financial energy commodities in 
various wholesale and retail markets within the United States,\3\ and 
EGT Holding, Ltd. (``EGT''), whose sole asset is the stock of Entergy 
Trading & Marketing, Ltd. (``ET&M''), a company that trades energy 
commodities to manage the fuel supply and power sales risk of certain 
foreign utility companies owned by Entergy.
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    \2\ The Commission previously authorized Entergy to reorganize 
its energy-related interests, including the intermediate holding 
companies that hold those interests. See Entergy Corp., HCAR No. 
27039 (June 22, 1999).
    \3\ EPMC currently sells approximately 200 million cubic feet of 
gas per day and, in 1999, sold approximately 47.2 million MWh of 
electricity.
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    Koch will contribute its interests in Koch Energy Trading, Inc. 
(``KET''), which is engaged in energy trading and marketing,\4\ and 
Koch Gateway Pipeline Company (``Gateway Pipeline''), which owns and 
operates a 9,000-mile interstate natural gas pipeline system and 
related gas gathering and storage facilities. Entergy further states 
that it intends to merge EPMC and KET to form a new energy marketing 
and trading company (``Trading Company'').
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    \4\ The direct acquisition of energy marketing companies such as 
KET by Entergy is exempt from the requirements of section 9(a) of 
the Act by rule 58(a)(1) under the Act.
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    The general partner of Entergy-Koch, with a 1% interest, will be 
Entergy-Koch, LLC (``EK-LLC''), a Delaware limited liability company 
that will be held in equal shares by Koch and Entergy Power 
International Holdings Corporation (``EPIH''), a wholly-owned 
subsidiary of Entergy. In addition, Entergy and Koch will each acquire 
and hold, indirectly, a 49.5% limited partnership interest in Entergy-
Koch.
    In connection with the establishment of the joint venture, Entergy 
requests authority to acquire, directly or indirectly, through December 
31, 2005, up to $1.2 billion (``Investment Limitation'') in energy-
related, nonutility assets that are incidental to energy marketing and 
brokering (``Energy-Related Assets''),\5\ or the equity securities of 
companies substantially all of whose physical assets consist of Energy-
Related Assets (``Energy-Related Equity Securities''), including 
Gateway Pipeline. Entergy states that the prices of Energy-Related 
Assets and Energy-Related Equity Securities will be and, in the case of 
Gateway Pipeline, has been established through arms-length negotiations 
and

[[Page 64462]]

will be applied against the Investment Limitation. Entergy states that 
if its common stock is used as consideration to acquire Energy-Related 
Assets or Energy-Related Securities, the market value of the stock on 
the date of issuance will be counted against the Investment Limitation.
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    \5\ Energy-Related Assets include natural gas production, 
gathering, processing, storage and transportation facilities and 
equipment, liquid oil reserves and storage facilities, and 
associated facilities, that would be incidential to and would assist 
a future subsidiary in connection with energy marketing, brokering 
and trading.
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    Entergy also requests authority to expand the energy marketing and 
brokering activities of Trading Company and of any other energy 
marketing affiliate that may be formed or acquired by Entergy-Koch to 
include the marketing and brokering of energy commodities outside the 
United States.\6\
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    \6\ EPMC is already authorized to engage in wholesale and retail 
energy marketing activities throughout the United States. See 
Entergy Corp., HCAR No. 26812 (January 6, 1998).
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    To finance these energy-related activities, Entergy requests 
authority for Entergy-Koch to issue up to an additional $2 billion 
(``Guarantee Limitation'') in guarantees and other forms of credit 
support not exempt under rules 45 and 52 under the Act, through 
December 31, 2005, on behalf or for the benefit of its direct and 
indirect subsidiaries.\7\ Entergy states that all credit support will 
be provided by Entergy-Koch, without recourse to or support by either 
Entergy or Koch, and proposes that any credit support outstanding on 
December 31, 2005 be allowed to terminate or expire in accordance with 
its terms.
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    \7\ Entergy and certain of its nonutility subsidiaries are 
already authorized, through December 31, 2005, to issue up to $2 
billion in guarantees and other forms of credit support to or for 
the benefit of certain subsidiaries and affiliates, respectively. 
See Entergy Corp., HCAR No. 27216 (August 21, 2000).
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    Entergy also requests authority for Entergy-Koch and its direct and 
indirect subsidiaries to declare and pay of dividends out of capital or 
unearned surplus without limitation regarding the time period during 
which dividends may be paid.\8\
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    \8\ Entergy and its nonutility subsidiaries are already 
authorized to declare and pay dividends out of capital and unearned 
surplus through December 31, 2002. See Entergy Corp., HCAR No. 27039 
(June 22, 1999).
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    Further, Entergy requests authority for its nonutility 
subsidiaries, including Entergy-Koch and its subsidiaries, to provide 
administrative and consulting services to each other at fair market 
prices, subject to certain limitations previously imposed by the 
Commission.\9\
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    \9\ These limitations were imposed in Entergy Corp., HCAR No. 
27039 (June 22, 1999).

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-27613 Filed 10-26-00; 8:45 am]
BILLING CODE 8010-01-M