71144 Federal Register / Vol. 65, No. 230 / Wednesday, November 29, 2000 / Notices

date, the Commission or an Atomic

Safety and Licensing Board, designated

by the Commission or by the Chairman

of the Atomic Safety and Licensing

Board Panel, will rule on the request

and/or petition; and the Secretary or the

designated Atomic Safety and Licensing

Board will issue a notice of a hearing or

an appropriate order.

As required by 10 CFR 2.714, a

petition for leave to intervene shall set

forth with particularity the interest of

the petitioner in the proceeding, and

how that interest may be affected by the

results of the proceeding. The petition

should specifically explain the reasons

why intervention should be permitted

with particular reference to the

following factors: (1) The nature of the

petitioner’s right under the Act to be

made a party to the proceeding; (2) the

nature and extent of the petitioner’s

property, financial, or other interest in

the proceeding; and (3) the possible

effect of any order which may be

entered in the proceeding on the

petitioner’s interest. The petition should

also identify the specific aspect(s) of the

subject matter of the proceeding as to

which petitioner wishes to intervene.

Any person who has filed a petition for

leave to intervene or who has been

admitted as a party may amend the

petition without requesting leave of the

Board up to 15 days prior to the first

prehearing conference scheduled in the

proceeding, but such an amended

petition must satisfy the specificity

requirements described above.

Not later than 15 days prior to the first

prehearing conference scheduled in the

proceeding, a petitioner shall file a

supplement to the petition to intervene

which must include a list of the

contentions which are sought to be

litigated in the matter. Each contention

must consist of a specific statement of

the issue of law or fact to be raised or

controverted. In addition, the petitioner

shall provide a brief explanation of the

bases of the contention and a concise

statement of the alleged facts or expert

opinion which support the contention

and on which the petitioner intends to

rely in proving the contention at the

hearing. The petitioner must also

provide references to those specific

sources and documents of which the

petitioner is aware and on which the

petitioner intends to rely to establish

those facts or expert opinion. Petitioner

must provide sufficient information to

show that a genuine dispute exists with

the applicant on a material issue of law

or fact. Contentions shall be limited to

matters within the scope of the

amendment under consideration. The

contention must be one which, if

proven, would entitle the petitioner to

relief. A petitioner who fails to file such

a supplement which satisfies these

requirements with respect to at least one

contention will not be permitted to

participate as a party.

Those permitted to intervene become

parties to the proceeding, subject to any

limitations in the order granting leave to

intervene, and have the opportunity to

participate fully in the conduct of the

hearing, including the opportunity to

present evidence and cross-examine

witnesses. Since the Commission has

made a final determination that the

amendment involves no significant

hazards consideration, if a hearing is

requested, it will not stay the

effectiveness of the amendment. Any

hearing held would take place while the

amendment is in effect.

A request for a hearing or a petition

for leave to intervene must be filed with

the Secretary of the Commission, U.S.

Nuclear Regulatory Commission,

Washington, DC 20555–0001, Attention:

Rulemakings and Adjudications Staff or

may be delivered to the Commission’s

Public Document Room, located at One

White Flint North, 11555 Rockville Pike

(first floor), Rockville, Maryland 20852,

by the above date. A copy of the petition

should also be sent to the Office of the

General Counsel, U.S. Nuclear

Regulatory Commission, Washington,

DC 20555–0001, and to the attorney for

the licensee.

Nontimely filings of petitions for

leave to intervene, amended petitions,

supplemental petitions and/or requests

for a hearing will not be entertained

absent a determination by the

Commission, the presiding officer or the

Atomic Safety and Licensing Board that

the petition and/or request should be

granted based upon a balancing of the

factors specified in 10 CFR

2.714(a)(1)(i)-(v) and 2.714(d).

Power Authority of the State of New

York, Docket No. 50–333, James A.

FitzPatrick Nuclear Power Plant,

Oswego County, New York

Date of amendment request:

November 2, 2000, as supplemented

November 3, 2000.

Description of amendment request:

The amendment revises the Technical

Specifications to allow reactor coolant

system (RCS) inservice leak and

hydrostatic testing to be performed with

the reactor in the cold shutdown mode

while the RCS temperature is greater

than 212 °F (which normally

corresponds to the hot shutdown mode).

Date of issuance: November 3, 2000.

Effective Date: As of its date of

issuance and shall be implemented

within 30 days.

Amendment No.: 267.

Facility Operating License No. DPR–59:

Amendment revises the Technical

Specifications.

Public comments requested as to

proposed no significant hazards

consideration: No.

The Commission’s related evaluation

of the amendment, finding of emergency

circumstances, and final determination

of no significant hazards consideration

are contained in a Safety Evaluation

dated November 3, 2000.

Attorney for licensee: Mr. David E.

Blabey, 1633 Broadway, New York, New

York 10019.

NRC Section Chief: Marsha

Gamberoni.

Dated at Rockville, Maryland, this 21st day

of November 2000.

For the Nuclear Regulatory Commission.

Suzanne C. Black,

Acting Director, Division of Licensing Project

Management, Office of Nuclear Reactor

Regulation.

[FR Doc. 00–30282 Filed 11–28–00; 8:45 am]

BILLING CODE 7590–01–P

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–27280]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

November 21, 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

December 18, 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

Federal Register / Vol. 65, No. 230 / Wednesday, November 29, 2000 / Notices 71145

copy of any notice or order issued in the

matter. After December 18, 2000, the

application(s) and/or declaration(s), as

filed or as amended, may be granted

and/or permitted to become effective.

Entergy Gulf States, Inc. (70–9751)

Entergy Gulf States, Inc. (‘‘EGS’’), 350

Pine Street, Beaumont, Texas 77701, an

electric utility subsidiary company of

Entergy Corporation (‘‘Entergy’’), 639

Loyola Avenue, New Orleans, LA

70113, a public utility holding company

registered under the Act, has filed an

application-declaration under sections

6(a), 7, 9(a), 10 and 12(d) of the Act and

rules 44 and 53 under the Act.

In summary, EGS requests authority

to issue a variety of securities, to form

certain special purpose entities (‘‘SPEs’’)

for the sole purpose of issuing one or

more series of preferred securities (‘‘SPE

Securities’’) and to enter into

agreements with governmental entities

to facilitate certain financings.

Specifically, EGS proposes, from time

to time through December 31, 2005

(‘‘Authorization Period’’), to issue and

sell, or to arrange for the issuance and

sale of, a combination of some or all of

the following securities in an aggregate

principal amount of $2.2 billion (‘‘Debt

Limit’’): (1) one or more series of its first

mortgage bonds (‘‘Bonds’’), (2) one or

more series of medium-term notes

(‘‘MTNs’’), (3) one or more series of

debentures (‘‘Debentures’’), (4) one or

more new series of EGS’ preferred stock

(‘‘Preferred Stock’’), (5) one or more

series of EGS’ preference stock

(‘‘Preference Stock’’) or (6) one or more

series of tax-exempt bonds (‘‘TEBs’’)

issued by one or more governmental

entities.

EGS also requests authority to issue

guaranties to secure subsidiary SPE

obligations under the SPE Securities,

and to issue subordinated debentures to

the SPE in respect of the proceeds of the

SPE Securities. In addition, EGS

requests authority to obtain letters of

credit and to issue collateral securities

to secure the TEBs. Further, EGS

requests authority to acquire

outstanding pollution control revenue

and/or industrial development bonds

issued for its benefit.

Bonds, MTNs and Debentures

One or more series of Bonds, MTNs

and/or Debentures may include

provisions for redemption prior to

maturity at various percentages of the

principal amount thereof and may

include restrictions on optional

redemption for a given number of years.

In addition, one or more series of Bonds,

MTNs or Debentures may include

provision for the mandatory retirement

of some or all of the series prior to

maturity, which will not exceed fifty

years. The price, exclusive of accrued

interest, to be paid to EGS for each

series of Bonds, MTNs and Debentures

sold at competitive bidding will be

within a range (to be specified by EGS

to prospective purchasers) of 95% to

105% of the principal amount of the

series. No series of Bonds, MTNs or

Debentures, whether fixed rate or

adjustable, will bear interest at rates in

excess of 15% per annum.

Preferred Securities

SPE Securities issued by an SPE will

have a stated per share liquidation

preference and may be registered under

the Securities Act of 1933 as amended.

The holders of the SPE Securities will

be either (1) the limited partners (in the

case of a limited partnership) or (2) the

holders of preferred interests (in the

case of a business trust) of the SPE and

the amounts paid by such holders for

the SPE will be treated as capital

contributions to the SPE. The annual

distribution or interest rate borne by any

of the SPE Securities will not exceed

15% and the price paid for the SPE

Securities will be not less than the par

or stated value and not more than 105%

of that value, plus accumulated

dividends, if any.

SPEs issuing SPE Securities will be in

the form of statutory business trusts or

limited partnerships and will be created

solely for the purpose of issuing one or

more series of SPE Securities. EGS will

directly or indirectly make an equity

contribution to the SPE at the time the

SPE Securities are issued and with this

equity contribution, directly or

indirectly acquire all of the general

partnership interests, in the case of a

partnership, or all of the voting

interests, in the case of a business trust,

in the SPE. If the SPE is a limited

partnership, EGS may act as the general

partner, or alternatively, EGS requests

authority to organize a special purpose

corporation for the sole purpose of

acting as the general partner of the SPE.

EGS proposes to issue from time to

time, in one or more series,

Subordinated Debentures to the SPE.

The SPE will use the proceeds from the

sale of its SPE Securities, plus the

equity contributions made to it, to

purchase the Subordinated Debentures.

EGS will issue the Subordinated

Debentures in an aggregate principal

amount not exceeding the aggregate

stated amount of the SPE Securities

whose sale proceeds, along with the

capital contributions, were used to

purchase the Subordinated Debentures.

Each series of Subordinated

Debentures will mature within fifty

years of issuance and the interest rates;

payment dates, redemption, maturity

and other terms will be substantially

identical to the SPE Securities’ terms

and conditions. Indentures for the

Subordinated Debentures will provide

that they are subordinated to senior

indebtedness, may provide for deferred

payment up to sixty months under

certain circumstances.

EGS proposes to enter into

Guarantees, securing the SPE Securities

which guarantee the payment of

distributions, liquidation payments and

certain tax related ‘‘gross up’’ amounts

to SPE Securities holders, if and to the

extent that the SPE has legally available

funds for this purpose. Separately, EGS

further proposes to issue and sell one or

more new series of its Preferred Stock of

no par or $100 par value, either by

competitive bidding, negotiated public

offering or private placement during the

Authorization Period. No series of

Preferred Stock will be sold if the

dividend rate thereon would exceed

15% per annum. The terms of one or

more series of Preferred Stock may

include provisions for redemption at

various redemption prices, may include

restrictions on optional redemption for

a given number of years and may

include provisions for purchases in lieu

of redemption. EGS may include for any

series of Preferred Stock provisions for

a sinking fund designed to annually

redeem a given percentage of the total

number of shares of such series.

Depending upon market conditions at

the time of the offering of a given series

of the Preferred Stock, if EGS

determines that Preferred Stock having

a public offering price of less than $100

per share is likely to have a materially

better market reception than shares of

$100 Preferred, and it is not deemed

appropriate to use no par Preferred

Stock, EGS may issue and sell a series

of $100 Preferred to underwriters for

deposit with a bank or trust company

(‘‘Depositary’’). The underwriters would

then receive from the Depositary and

deliver to the purchasers, in a

subsequent public offering, shares of

depositary preferred stock (‘‘Depositary

Preferred’’), each representing a stated

fraction of a share of the new series of

$100 Preferred Stock.

Preference Stock

EGS proposes to issue one or more

series of Preference Stock, with the

price to be paid being determined at the

time of sale. No series of Preference

Stock will be issued at less than 100%

or more than 105% of the stated value

per share, plus accrued dividends, if

any. No series of Preference Stock

would be sold if the dividend rate

71146 Federal Register / Vol. 65, No. 230 / Wednesday, November 29, 2000 / Notices

would exceed 15% per annum. One or

more series of Preference may include

provisions for redemption at various

redemption prices and/or restrictions on

optional redemption for a given number

of years of the life of the issue. One or

more series of Preference Stock may

include provisions for a sinking fund,

which would be designed to redeem

commencing on a specified date or

number of years after the first day of the

calendar month in which the series is

issued, at the stated value per share of

the series plus any accumulated and

unpaid dividends, of all or a portion of

the total number of shares of the series.

Any sinking fund provision would be

designed to redeem all outstanding

shares of the series not later than fifty

years after the date of original issuance.

Tax Exempt Bonds

Additionally, EGS requests authority

to enter into installment purchase,

refunding or other facilities agreements

(‘‘Facilities Agreement’’) with one or

more governmental entities (‘‘Issuers’’).

As part of the agreement the Issuers will

issue to the public one or more series of

tax-exempt bonds (‘‘TEBs’’) under one

or more trust indentures between the

Issuer and one or more trustees

(‘‘Trustees’’) in order to facilitate the

purchase or construction of certain

pollution control facilities (‘‘Facilities’’).

Each series of TEBs will have such

interest rates, maturity dates,

redemption and sinking fund provisions

and be secured by such means as shall

be determined at the time of sale. In no

event will the TEBs mature earlier than

five years nor later than fifty years from

the date of issuance and no series of

TEBs will be sold if the fixed interest

rate or initial adjustable interest rate

will exceed 13% per annum. The

aggregate amount of the TEBs issued

will be within the Debt Limit.

The Facilities Agreement will provide

for EGS to commit to purchase, acquire,

construct, install, operate and/or

maintain the Facilities for or on behalf

of the Issuer. The Issuers will transfer

the proceeds of the TEB sales to EGS

and agree to transfer or make the

Facilities available to the EGS on terms

sufficient to provide for payment by the

Issuer of the principal or redemption

price and interest on the TEBs. EGS will

then be responsible for paying the

indebtedness on the TEBs.

In order to obtain a more favorable

rating on any series of TEB, and

improve their marketability, EGS

proposes to issue one or more new

series of Bonds or MTNs (‘‘Collateral

Bonds’’) to secure the TEBs. The terms

of the Collateral Bonds relating to

maturity, interest payment dates,

redemption provisions and acceleration

will correspond to the terms of the

related TEBs.

The principal amount of and interest

rate borne by the Collateral Bonds could

be determined in several ways: (1) If the

series of TEBs bear a fixed interest rate,

Collateral Bonds can be issued in a

principal amount equal to the principal

amount of the series and bear interest at

a rate equal to the rate of interest on the

series, (2) non-interest bearing Collateral

Bonds can be issued in a principal

amount equal to the state interest for a

specified period, (3) Collateral Bonds

can be issued in a principal amount

equivalent to the principal amount of

the series plus an amount equal to the

interest on the series for a specified

period, but carry a fixed interest rate

that will be lower than the fixed interest

rate of the series of TEBs or (4)

Collateral Bonds can be issued in a

principal amount equivalent to the

principal mount of the series of TEBs at

an adjustable rate of interest, that varies

with the rate of interest on that series of

TEBs, but having a ‘‘cap’’ (not greater

than 13%), above which the interest on

Collateral Bonds cannot rise.

In order to obtain a more favorable

rating on any series of TEBs, EGS may

also arrange for one or more irrevocable

letters of credit for an aggregate amount

of up to $52 million from one or more

banks (individually and collectively the

‘‘Bank’’). To induce the Bank to issue a

letter of credit, EGS would enter into

one or more reimbursement agreements

(‘‘Reimbursement Agreements’’) with

the Bank under which EGS will agree to

reimburse the Bank for all amounts

drawn under the letter of credit within

a specified period (not to exceed sixty

months) after the date the funds are

drawn and with interest at a rate that

will not exceed the Bank’s prime

commercial rate plus 2%. In order to

secure EGS’ obligations under the

Facilities Agreement or the

Reimbursement Agreement, in the event

EGS enters into a Reimbursement

Agreement, EGS may also grant a lien

on the Facilities or other assets.

Use of Proceeds

EGS proposes to use the net proceeds

derived from the issuance and sale of

Bonds, MTNs, Debentures, SPE

Securities, Preferred Stock, Preference

Stock and/or TEBs for general corporate

purposes including, but not limited to

the conduct of its business as an electric

and gas utility, the repayment of

outstanding securities when due and/or

the possible redemption, acquisition or

refunding of certain outstanding

securities prior to their stated maturity

or due date. EGS states that no proceeds

from the issuance and sale of the above

securities will be used to invest directly

or indirectly in an exempt wholesale

generator, as defined in section 32 of the

Act, or a foreign utility company, as

defined in section 33 of the Act.

Entergy Mississippi, Inc. (70–9757)

Entergy Mississippi, Inc. (‘‘EM’’), 308

Pearl Street, Jackson, Mississippi 39201,

an electric utility subsidiary of Entergy

Corporation (‘‘Entergy’’), 639 Loyola

Avenue, New Orleans, Louisiana 70113,

a public utility holding company

registered under the Act, has filed an

application-declaration under sections

6(a), 7, 9(a), 10 and 12(d) of the Act and

rules 44 and 53 under the Act.

EM requests authority to issue a

variety of securities, to form certain

special purpose entities (‘‘SPEs’’) for the

sole purpose of issuing one or more

series of preferred securities (‘‘SPE

Securities’’) and to enter into

agreements with governmental entities

to facilitate certain financings.

Specifically, EM proposes, from time

to time through December 31, 2005

(‘‘Authorization Period’’), to issue and

sell a combination of one or more series

of its first mortgage bonds (‘‘Bonds’’)

and one or more series of debentures

(‘‘Debentures’’) in an aggregate amount

of up to $540 million (‘‘Debt Limit’’). In

addition, EM requests authority to issue

one or more series of EM preferred

securities (‘‘Preferred Stock’’) and/or to

cause one or more SPEs to issue SPE

Securities, in a combined aggregate

outstanding principal amount of up to

$50 million (‘‘Preferred Limit’’) through

the Authorization Period. EM also

requests authority, through the

Authorization Period, to issue

subordinated debentures of EM

(‘‘Subordinated Debentures’’) and

guarantees of EM (‘‘Guarantees’’) in

connection with the issuance of SPE

Securities. Further, Em requests

authority through the Authorization

Period to enter into arrangements for the

issuance of up to $46 million of taxexempt bonds (‘‘TEBs’’) by one or more

governmental authorities and of up to

$100 million of municipal securities

(‘‘Municipal Securities’’) by one or more

state or local municipal entities

(‘‘Municipal Entity’’).

Bonds and Debentures

Bonds and/or Debentures may include

provisions for redemption prior to

maturity at various percentages of the

principal amount of the bonds and may

include restrictions on optional

redemption for a given number of years.

In addition, Bonds and Debentures may

include provisions for the mandatory

retirement of some or all series prior to

Federal Register / Vol. 65, No. 230 / Wednesday, November 29, 2000 / Notices 71147

maturity, which will not exceed fifty

years. The price, exclusive of accrued

interest, to be paid to EM for each series

of Bonds and Debentures sold at

competitive bidding will be within a

range (to be specified by EM to

prospective purchasers) of 95% to 105%

of the principal amount of the series. No

series of Bonds and Debentures,

whether fixed rate or adjustable rate,

will bear interest at rates in excess of

15% per annum.

Preferred Securities

SPE Securities issued by an SPE will

have a stated per share liquidation

preference and may be registered under

the Securities Act of 1933 as amended.

Amounts paid by the holders of equity

interests in the SPE will be treated as

capital contributions to the SPE. The

annual distribution or interest rate

borne by any of the SPE Securities will

not exceed 15%.

SPEs issuing SPE Securities will be in

the form of statutory business trusts or

limited partnerships and will be created

solely for the purpose of issuing one or

more series of SPE Securities. EM will

directly or indirectly make an equity

contribution to the SPE at the time the

SPE Securities are issued and with this

equity contribution, directly or

indirectly acquire all of the general

partnership interests, in the case of a

partnership, or all of the voting

interests, in the case of a business trust,

in the SPE. If the SPE is a limited

partnership, EM may act as the general

partner, or alternatively, EM requests

authority to organize a special purpose

corporation for the sole purpose of

acting as the general partner of the SPE.

EM will issue, from time to time in

one or more series, Subordinated

Debentures to the SPE. The SPE will use

the proceeds from the sale of its SPE

Securities, plus the equity contributions

made to it, to purchase the

Subordinated Debentures. EM will issue

the Subordinated Debentures in an

aggregate principal amount not to

exceed the aggregate stated amount of

the SPE Securities whose sale proceeds,

along with the capital contributions,

were used to purchase the Subordinated

Debentures.

Each series of Subordinated

Debentures will mature within fifty

years of issuance and the interest rates,

payment dates, redemption, maturity

and other terms will be substantially

identical to the SPE Securities’ terms

and conditions. Indentures for the

Subordinated Debentures will provide

that the Subordinated Debentures are

subordinated to senior indebtedness and

may provide for deferred payment up to

sixty months under certain

circumstances.

EM also proposes to enter into

Guarantees, which guarantee the

payment of distributions, liquidation

payments and certain tax-related ‘‘gross

up’’ amounts to the SPE Securities

holders if, and to the extent that, the

SPE has legally available funds for this

purpose.

EM also proposes to directly issue and

sell one of more new series of its no par,

nominal par or $100 par value Preferred

Stock either by competitive bidding,

negotiated public offering or private

placement. No series of Preferred Stock

will be sold if the dividend rate would

exceed 15% per annum. The terms of

one or more series of Preferred Stock

may include provisions for redemption

at various redemption prices,

restrictions on optional redemption for

a given number of years, provisions for

purchases in lieu of redemption or

provisions for a sinking fund designed

to annually redeem a given percentage

of the total number of shares of the

series.

Depending upon market conditions at

the time of the offering of a given series

of the Preferred Stock, if EM determines

that Preferred Stock having a public

offering price of less than $100 per share

is likely to have a materially better

market reception than shares of $100

Preferred, and it is not deemed

appropriate to use no par Preferred

Stock, EM may issue and sell a series of

$100 Preferred to underwriters for

deposit with a bank or trust company

(‘‘Depositary’’). The underwriters would

then receive from the Depositary and

deliver to the purchasers, in a

subsequent public offering, shares of

depositary preferred stock (‘‘Depository

Preferred’’), each representing a stated

fraction of a share of the new series of

$100 Preferred Stock.

Tax Exempt Bonds

EM may enter into installment

purchase, refunding or other facilities

agreements (‘‘Facilities Agreements’’)

with one or more governmental entities

(‘‘Issuers’’). As part of these agreements,

the Issuers will issue one or more series

of TEBs to the public under one or more

trust indentures, in order to facilitate

the purchase or construction of certain

pollution control facilities (‘‘Facilities’’).

Each series of TEBs will have interest

rates, maturity dates, redemption,

sinking fund and security provisions as

will be determined at the time of sale.

In no event will the TEBs mature earlier

than five years nor later than fifty years

from the date of issuance and no series

of TEBs will bear an interest rate that

exceeds 13% per annum. The aggregate

amount of the TEBs issued will not

exceed $46 million.

The Facilities Agreement will provide

for EM to commit to purchase, acquire,

construct, install, operate and/or

maintain the Facilities for or on behalf

of the Issuer. The Issuer will transfer the

proceeds of the TEB sales to EM and

agree to transfer or make the Facilities

available to EM on terms sufficient to

provide for payment by the Issuer of the

principal or redemption price and

interest on the TEBs. EM will then be

responsible for paying the indebtedness

on the TEBs.

In order to obtain a more favorable

rating on any series of TEBs, and

improve their marketability, EM

proposes to issue one or more new

series of Bonds up to an aggregate

amount of $52 million (‘‘Collateral

Bonds’’). The terms of the Collateral

Bonds relating to maturity, interest

payment dates, redemption provisions

and acceleration will correspond to the

terms of the related TEBs.

The principal amount of and interest

rate borne by the Collateral Bonds could

be determined in several ways: (1) If the

series of TEBs bears a fixed interest rate,

Collateral Bonds can be issued in a

principal amount equal to the principal

amount of the series and bear interest at

a rate equal to the rate of interest on the

series, (2) non-interest bearing Collateral

bonds can be issued in a principal

amount equal to the stated interest for

a specified period, (3) Collateral Bonds

can be issued in a principal amount

equivalent to the principal amount of

the series plus an amount equal to the

interest on the series for a specified

period, but carry a fixed interest rate

that will be lower than the fixed interest

rate of the series of TEBs or (4)

Collateral Bonds can be issued in a

principal amount equivalent to the

principal amount of the series of TEBs

at an adjustable rate of interest, that

varies with the rate of interest on that

series of TEBs, but having a ‘‘cap’’ (not

greater than 13%), above which the

interest on Collateral Bonds cannot rise.

In order to obtain a more favorable

rating on any series of TEBs, EM may

also arrange for one or more irrevocable

letters of credit for an aggregate the

amount of up to $52 million from one

or more banks (individually and

collectively the ‘‘Bank’’). To induce the

Bank to issue a letter of credit, EM

would enter into one or more

reimbursement agreements

(‘‘Reimbursement Agreements’’) with

the Bank under which EM will agree to

reimburse the Bank for all amounts

drawn under the letter of credit within

a specified period (not to exceed sixty

months) after the date the funds are

71148 Federal Register / Vol. 65, No. 230 / Wednesday, November 29, 2000 / Notices

drawn and with interest at a rate that

will not exceed the Bank’s prime

Commercial rate plus 2%. In order to

secure EM’s obligations under the

Facilities Agreement or the

Reimbursement Agreement, in the event

EM enters into a Reimbursement

Agreement, EM may also grant a lien on

the Facilities or other assets.

Municipal Securities

EM seeks authority to enter into

arrangements for the issuance of up to

$100 million aggregate principal amount

of Municipal Securities to be issued by

a state or local Municipal Entity. Under

the arrangements, a Municipal Entity

will issue securities to the public on

behalf of EM and will loan money to EM

through a bank, an affiliate of EM or

other person, where the proceeds of the

financing will be used to pay certain of

EM’s costs. The Municipal Entity will

agree to pay to EM an amount equal to

the proceeds of the Municipal

Securities. Under the provisions of an

agreement between EM and the

Municipal Entity, EM will be obligated

to make payments sufficient to provide

for payment by the Municipal Entity of

the principal, redemption price of,

premium (if any), interest on and other

amounts owing with respect to the

Municipal Securities, together with

related expenses.

Each series of Municipal Securities

will be sold at a price, interest rate and

maturity date as will be determined at

the time of sale, however, no series of

Municipal Securities will be sold if the

fixed interest rate or adjustable interest

rate would exceed 15% per annum, or

if subsequent interest rates for

adjustable rate would exceed 15% per

annum. No series of Municipal

Securities will mature earlier than one

year or later than fifty years from the

first day of the month of issuance.

In order to obtain a more favorable

rating on any series of Municipal

Securities, and improve their

marketability, EM may arrange for one

or more irrevocable letters of credit for

an aggregate amount up to $115 million

from one or more Banks. Payments with

respect to principal, premium, if any,

interest and purchase obligations in

connection with the series of Municipal

Securities coming due during the term

of the letter of credit, which will not

exceed ten years, will be secured by,

and payable from funds (if any) drawn

under, the letter of credit. To induce the

Bank to issue a letter of credit, EM

would enter into one or more

reimbursement agreements

(‘‘Reimbursement Agreements’’) with

the Bank under which EM will agree to

reimburse the Bank for all amounts

drawn under a letter of credit within a

specified period (not to exceed sixty

months) after the date funds are drawn

and with interest at a rate that will not

exceed the Bank’s prime commercial

lending rate plus 2%. The terms of the

Reimbursement Agreement will

correspond to the terms in the letter of

credit.

Any letter of credit will expire or be

terminable prior to the maturity date of

the series of Municipal Securities that

the letter of credit supports and, in

connection with the expiration or

termination, the series of Municipal

Securities can be made subject to

mandatory redemption or purchase on

or prior to the date of expiration or

termination of the letter of credit,

subject to the rights of owners of

Municipal Securities not to have their

Municipal Securities redeemed or

purchased. Provision may be made, as

to any series of Municipal Securities, for

extension of the term of a letter of credit

or for its replacement, upon its

expiration or termination, by another

letter of credit (having substantially the

same terms as the original letter of

credit) from the Bank or another bank.

Extended or replacement letters of

credit will expire not later than the final

maturity date of the related Municipal

Securities

In order to secure EM’s obligations

under the agreement with the Municipal

Entity and/or, in the event EM enters

into a Reimbursement Agreement, under

the Reimbursement Agreement, EM may

grant a lien, subordinate to the lien on

the Bonds, on certain assets of EM (the

‘‘Municipal Subordinate Lien’’).

In addition or as an alternative to the

security provided by a letter of credit or

the Municipal Subordinate Lien, EM

may secure the Municipal Securities

through the issuance and pledge of one

or more new series of first mortgage

bonds (‘‘Municipal Collateral Bonds’’).

The principal amount of and interest

rate borne by the Municipal Collateral

Bonds could be determined in several

ways: (1) If the series of Municipal

Securities bears a fixed interest rate,

Municipal Collateral Bonds can be

issued in a principal amount equal to

the principal amount of the series and

bear interest at a rate equal to the rate

of interest on the series, (2) non-interest

bearing Municipal Collateral Bonds can

be issued in a principal amount

equivalent to the principal amount of

the series plus an amount equal to

interest thereon for a specified period,

(3) Municipal Collateral Bonds can be

issued in a principal amount equivalent

to the principal amount of the series

plus an amount equal to interest on the

series for a specified period, but carry a

fixed interest rate that will be lower

than the fixed interest rate of the series

of Municipal Securities or (4) Municipal

Collateral Bonds can be issued in a

principal amount equivalent to the

principal amount of the series of

Municipal Securities at an adjustable

rate of interest, varying with the rate of

interest borne by the series of Municipal

Securities but having a ‘‘cap’’ (not

greater than 15%), above which the

interest on Municipal Collateral Bonds

cannot rise.

Each series of the Municipal

Collateral Bonds that bear interest will

bear interest at a fixed interest rate or

initial adjustable interest rate not to

exceed 15%. The maximum aggregate

principal amount of the Municipal

Collateral Bonds would be $115 million,

which will be in addition to the

aggregate amount requested for Bonds

and/or Debentures. The terms of the

Municipal Collateral Bonds relating to

maturity, interest payment dates, if any,

redemption provisions and acceleration

will correspond to the terms of the

related Municipal Securities. The terms

of each series of the Municipal

Collateral Bonds will not vary during

the life of the series except for the

interest rate of any series that bears

interest at an adjustable rate.

Use of Proceeds

EM proposes to use the net proceeds

derived from the issuance and sale of

Bonds, Debentures, SPE Securities,

Preferred Stock and TEBs for general

corporate purposes including, but not

limited to the conduct of its business as

an electric and gas utility, the

repayment of outstanding securities

when due and/or the possible

redemption, acquisition or refunding of

certain outstanding securities prior to

their stated maturity or due date. The

proceeds from the issuance and sale of

Bonds, Debentures, SPE Securities,

Preferred Stock and TEBs will not be

used to invest directly or indirectly in

an exempt wholesale generator, as

defined in section 32 of the Act, or a

foreign utility company, as defined in

section 33 of the Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00–30372 Filed 11–28–00; 8:45 am]

BILLING CODE 8010–01–M