16206 Federal Register / Vol. 62, No. 65 / Friday, April 4, 1997 / Notices

1HCAR No. 26667 (February 14, 1997), 62 F.R.

7900 (February 20, 1997). The rule became effective

on March 24, 1997.

2NCE has previously filed an applicationdeclaration under section 9(a)(2) of the Act to

acquire all of the outstanding voting securities of

Public Service Company of Colorado (‘‘PSC’’),

Southwestern Public Service Company (‘‘SPS’’) and

Cheyenne Light, Fuel and Power Company

(‘‘CLFP’’), each a public utility company. Following

the consummation of the transactions described in

that application-declaration, NCE will register as a

holding company under the Act.

20549 and Desk Officer for the

Securities and Exchange Commission,

Office of Information and Regulatory

Affairs, Office of Management and

Budget, Room 3208, New Executive

Office Building, Washington, D.C.

20503.

Dated: March 28, 1997.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8653 Filed 4–3–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26698]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

March 28, 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

April 21, 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.

American Electric Power Company, et

al. (70–8779)

American Electric Power Company,

Inc., 1 Riverside Plaza, Columbus, Ohio

43215, and its subsidiaries, American

Electric Power Service Corporation, 1

Riverside Plaza, Columbus, Ohio 43215,

Appalachian Power Company, 40

Franklin Road, Roanoke, Virginia 24022,

Columbus Southern Power Company,

215 North Front Street, Columbus, Ohio

43215, Indiana Michigan Power

Company, One Summit Square, Fort

Wayne, Indiana 46801, Kentucky Power

Company, 1701 Central Avenue,

Ashland, Kentucky 41101, Kingsport

Power Company, 422 Broad Street,

Kingsport, Tennessee 37660, Ohio

Power Company, 339 Cleveland

Avenue, S.W., Canton, Ohio 44702, and

Wheeling Power Company, 51–16th

Street, Wheeling, West Virginia 26003,

have filed a post-effective amendment

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

and rule 45 under the Act, in

connection with their previously filed

application-declaration under sections

6(a), 7, 9(a), 10, 12(b) and 13(b) of the

Act and rules 45, 90 and 91 under the

Act.

By orders dated September 13, 1996

(HCAR No. 26572) (‘‘Initial Order’’) and

September 27, 1996 (HCAR No. 26583),

AEP was authorized to form one or more

direct or indirect nonutility subsidiaries

(‘‘New Subsidiaries’’) to broker and

market electric power, natural and

manufactured gas, emission allowances,

coal, oil, refined petroleum products

and natural gas liquids (‘‘Energy

Commodities’’). The Initial Order also

authorized AEP to guarantee through

December 31, 2000 up to $50 million of

debt and up to $200 million of other

obligations of the New Subsidiaries

(‘‘Guarantee Authority’’). The Initial

Order stated that obligations of the New

Subsidiaries (other than debt) might

take the form of bid bonds or other

direct or indirect guarantees of

contractual or other obligations.

With the adoption of rule 58,1 the

acquisition of securities of or other

interests in Energy-Related Companies

(as defined in the rule), including the

marketing and brokering of Energy

Commodities, subject to certain

limitations, is exempt from the

requirement of prior Commission

approval under the Act. AEP states that

any of the New Subsidiaries may

convert to an Energy-Related Company

so that such New Subsidiary could not

only broker and market Energy

Commodities, but also could offer all

the other energy-related services

permitted by the rule.

AEP requests that the Guarantee

Authority be expanded so that AEP

could guarantee the debt and other

obligations of the New Subsidiaries for

all Energy-Related Company activities.

New Century Energies, Inc. (70–9005)

New Century Energies, Inc. (‘‘NCE’’),

1225 Seventeenth Street, Denver,

Colorado 80202, a Delaware corporation

not currently subject to the Act, has

filed an application-declaration under

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

Act and rules 42 and 54 thereunder.2

NCE proposes to implement a

shareholder rights plan and to enter into

a Rights Agreement (‘‘Agreement’’) with

an agent to be named. The Board of

Directors of NCE (‘‘Board’’) proposes to

declare a dividend distribution of one

right (‘‘Right’’) for each outstanding

share of common stock, $1.00 par value,

of NCE (‘‘Common Stock’’) to

shareholders of record at the close of

business on a record date yet to be

established (‘‘Record Date’’). Each Right

would entitle the registered holder to

purchase from NCE one one-hundredth

of a share of Series A Junior

Participating Preferred Stock (‘‘Preferred

Stock’’) at a price to be determined by

the Board, subject to adjustment

(‘‘Purchase Price’’).

Until the earliest to occur of (i) ten

days following the date (‘‘Shares

Acquisition Date’’) of the public

announcement that a person or group of

persons (‘‘Acquiring Person’’) has

acquired, or obtained the right to

acquire, beneficial ownership of

Common Stock or other voting

securities (‘‘Voting Stock’’) that have

10% or more of the voting power of the

outstanding shares of Voting Stock or

(ii) ten days (or such later date as may

be determined by action of the Board

prior to the time any person or group of

persons becomes the Acquiring Person)

following the commencement or

announcement of an intention to make

a tender offer or exchange offer, the

consummation of which would result in

such person acquiring, or obtaining the

right to acquire, beneficial ownership of

Voting Stock having 10% or more of the

voting power of the outstanding shares

of Voting Stock (the earlier of such dates

being called the ‘‘Distribution Date’’),

the Rights will be evidenced, with

respect to any of the Common Stock

certificates outstanding as of the Record

Date, by such Common Stock

certificates. Until the Distribution Date

(or earlier redemption or expiration of

the Rights), the Rights will be
Federal Register / Vol. 62, No. 65 / Friday, April 4, 1997 / Notices 16207

transferable only with the Common

Stock, and new Common Stock

certificates issued after the Record Date

will contain a notation incorporating the

Agreement by reference. As soon as

practicable following the Distribution

Date, separate certificates evidencing

the Rights (‘‘Rights Certificates’’) will be

mailed to holders of record of Common

Stock as of the close of business on the

Distribution Date and such separate

Right Certificates alone will evidence

the Rights.

The Rights are not exercisable until

the Distribution Date. The Rights will

expire at the close of business on the

tenth anniversary of the Record Date,

unless earlier redeemed or exchanged

by NCE as described below.

In the event that a person becomes an

Acquiring Person, each holder of a Right

will have the right to receive, upon

exercise, Common Stock (or, in certain

circumstances, cash, property or other

securities of NCE) having a value equal

to two times the exercise price of the

Right then in effect. However, all Rights

that are, or under certain circumstances

were, beneficially owned by any

Acquiring Person will be null and void.

In the event that, at any time

following the Shares Acquisition Date,

(i) NCE is acquired in a merger or other

business combination transaction, or (ii)

50% or more of NCE’s assets or earning

power are sold or transferred, each

holder of a Right (except Rights which

previously have been voided as set forth

above) shall thereafter have the right to

receive, upon exercise, common stock of

the acquiring company having a value

equal to two times the exercise price of

the Right.

The Purchase Price payable, and the

number of shares of Preferred Stock (or

Common Stock or other securities, as

the case may be) issuable, upon exercise

of the Rights are subject to adjustment

from time to time to prevent dilution (i)

in the event of a stock dividend on, or

a subdivision, combination or

reclassification of, the Preferred Stock,

(ii) upon the grant to holders of the

Preferred Stock of certain rights or

warrants to subscribe for or purchase

shares of the Preferred Stock or

convertible securities at less than the

then current market price of the

Preferred Stock or (iii) upon the

distribution to holders of the Preferred

Stock of evidences of indebtedness or

assets (excluding regular periodic cash

dividends or dividends payable in

Preferred Stock) or of subscription rights

or warrants (other than those referred to

above).

With certain exceptions, no

adjustment in the Purchase Price will be

required until the earlier of (i) three

years from the date of the event giving

rise to such adjustment or (ii) the time

at which cumulative adjustments

require an adjustment of at least 1% in

such Purchase Price. No fractional

shares of Preferred Stock will be issued

and, in lieu thereof, an adjustment in

cash will be made based on the market

price of the Preferred Stock on the last

trading date prior to the date of exercise.

NCE may redeem the Rights in whole,

but not in part, at a price of $0.001 per

Right (‘‘Redemption Price’’), payable in

cash or stock at any time prior to 5:00

p.m. on the tenth day following the

Shares Acquisition Date, subject to

extension for up to an additional 20

days by the Board, with the concurrence

of a majority of Independent Directors

(as hereinafter defined). Under certain

circumstances set forth in the

Agreement, the decision to redeem shall

require the concurrence of a majority of

the Independent Directors. An

‘‘Independent Director’’ means any

member of the Board who either (a) was

a member on the date of the Agreement,

or (b) is subsequently elected to the

Board (x) if such election was

conducted in accordance with Article

V(B)(1) of NCE’s Restated Certificate of

Incorporation, (y) if such person was

nominated pursuant to the method

described in Article V(E) of NCE’s

Restated Certificate of Incorporation, or

(z) if such person is recommended or

approved by a majority of the

Independent Directors. The term

Independent Director shall not include

an Acquiring Person or any

representative thereof.

Immediately upon the action of the

Board electing to redeem the Rights,

NCE shall make announcement thereof

and the only right of the holders of

Rights will be to receive the Redemption

Price.

At any time after a person becomes an

Acquiring Person, the Board (with the

concurrence of a majority of the

Independent Directors) may exchange

the Rights (other than Rights owned by

an Acquiring Person, which become

void), in whole or in part, at an

exchange ratio of one share of Common

Stock (or a fraction of a share of

Preferred Stock having the same market

value as one share of Common Stock)

per Right, subject to adjustment.

Any of the provisions of the

Agreement may be amended by the

Board without the consent of the

holders of the Rights prior to the

Distribution Date. Thereafter, the

Agreement may be amended by the

Board (in certain circumstances, with

the concurrence of the Independent

Directors) in order to cure any

ambiguity, defect or inconsistency, or to

make changes which do not adversely

affect the interests of holders of Rights

(excluding the interest of any Acquiring

Person); provided, however, that no

supplement or amendment may be

made on or after the Distribution Date

which changes those provisions relating

to the principal economic terms of the

Rights.

The Preferred Stock will rank junior

to all other series of NCE’s preferred

stock with respect to payment of

dividends and as to distribution of

assets in liquidation. Each share of

Preferred Stock will have a quarterly

dividend rate per share equal to the

greater of $1.00 or 100 times the per

share amount of any dividend (other

than a dividend payable in shares of

Common Stock or a subdivision of the

Common Stock) declared from time to

time on the Common Stock, subject to

certain adjustments. The Preferred Stock

will not be redeemable. In the event of

liquidation, the holders of the Preferred

Stock will be entitled to receive a

preferred liquidation payment per share

of an amount equal to 100 times the

Purchase Price (plus accrued and

unpaid dividends) or, if greater, an

amount equal to 100 times the payment

to be made per share of Common Stock,

subject to certain adjustments.

Generally, each share of Preferred Stock

will vote together with the Common

Stock and any other series of cumulative

preferred stock entitled to vote in such

manner and will be entitled to 100

votes, subject to certain adjustments. In

the event of any merger, consolidation,

combination or other transaction in

which shares of Common Stock are

exchanged for or changed into other

stock or securities, cash and/or other

property, each share of Preferred Stock

will be entitled to receive 100 times the

aggregate amount of stock, securities,

cash and/or other property, into which

or for which each share of Common

Stock is changed or exchanged, subject

to certain adjustments. The foregoing

dividend, voting and liquidation rights

of the Preferred Stock are protected

against dilution in the event that

additional shares of Common Stock are

issued pursuant to a stock split or stock

dividend or distribution. Because of the

nature of the Preferred Stock’s dividend,

voting, liquidation and other rights, the

value of the one one-hundredth of a

share of Preferred Stock purchasable

with each Right is intended to

approximate the value of one share of

Common Stock.

Cinergy Corp., et al. (70–9011)

Cinergy Corp. (‘‘Cinergy’’), a

registered holding company, and

Cinergy Investments, Inc.
16208 Federal Register / Vol. 62, No. 65 / Friday, April 4, 1997 / Notices

3Applicants request that the 100% authority

sought herein in connection with the Prior Orders

be extended to apply as well to the use of proceeds

from the issuance and sale of debt securities by

Cinergy pursuant to the authority sought in the

pending application in file no. 70–8993 and to

another application Cinergy expects to file shortly

seeking authority to issue and sell additional

securities, including common stock and short-term

notes, the proceeds of which would be used to

invest in, among other things, EWGs and FUCOs.

(‘‘Investments’’), its wholly-owned nonutility subsidiary (collectively

‘‘Applicants’’), both located at 139 East

Fourth Street, Cincinnati, Ohio 45202,

have filed an application-declaration

under sections 6(a), 7, 12(b), 32 and 33

of the Act and rules 45, 53, and 54

thereunder.

Applicants are currently authorized,

under the terms of orders and

supplemental orders issued under File

Nos. 70–8477 [HCAR Nos. 26159

(November 18, 1994) and 26477

(February 23, 1996)], 70–8521 [HCAR

Nos. 26215 (January 11, 1995) and

26488 (March 12, 1996)], and 70–8589

[HCAR Nos. 26376 (September 21, 1995)

and 26486 (March 8, 1996)]

(collectively, the ‘‘Prior Orders’’), among

other things, to use the proceeds of the

issuance of short term debt and common

stock to invest, directly or indirectly

through one or more special purpose

subsidiaries or project parents, in

exempt wholesale generators (‘‘EWGs’’)

and foreign utility companies

(‘‘FUCOs’’), and to issue guarantees of

the obligations of such entities,

provided that the total of the net

proceeds used for such investments and

guarantees outstanding at any one time

shall not, when added to Cinergy’s

‘‘aggregate investment’’ (as defined in

rule 53(a) under the Act) in all EWGs

and FUCOs, exceed 50% of Cinergy’s

‘‘consolidated retained earnings’’ (as

defined in rule 53(a)). This investment

limitation is consistent with the

investment limitation contained in rule

53(a)(1).

Applicants request the Commission to

modify this limitation, and exempt them

from the requirements of rule 53(a)(1),

to permit Cinergy to use the net

proceeds of common stock sales and

borrowings to acquire, directly or

indirectly, the securities of, or other

interests in, EWGs and FUCOs, and to

issue guarantees of the obligations of

such entities (all as authorized by and

in accordance with the terms of the

Prior Orders) in an aggregate amount

that, when added to Cinergy’s direct and

indirect ‘‘aggregate investment,’’ as

defined, in all EWGs and FUCOs, would

not at any time exceed 100% of

Cinergy’s ‘‘consolidated retained

earnings,’’ as defined (‘‘100%

authority’’).3 The current amount of

Cinergy’s ‘‘aggregate investment,’’ as

defined, in EWGS and FUCOs

(approximately $495 million as of

January 31, 1997) represents

approximately 50% of its ‘‘consolidated

retained earnings,’’ as defined

(approximately $990 million as of

December 31, 1996). Increasing this

limitation as Applicants propose would

allow financing of additional

investments in EWGs and FUCOs of

approximately $495 million based on

Cinergy’s consolidated retained earnings

as of December 31, 1996.

Applicants state that Cinergy is

committed to making additional

investments in EWGs and FUCOs,

primarily because (1) current

projections indicate that for at least the

next eight years Cinergy will not need

to make any new equity investment in

any of its utility subsidiaries; (2)

acquisitions of EWGs and FUCOs give

Cinergy the opportunity to continue to

grow through reinvestment of retained

earnings in an industry sector that

Cinergy has decades of experience in,

while at the same time diversifying

overall asset risk; and (3) Cinergy has

purposely invested in utility systems in

foreign countries where deregulation of

and competition in retail and wholesale

electricity markets is more fully

developed than in the United States in

order to gain experience with

deregulated markets that will enhance

Cinergy’s ability to make its core

domestic utility operations more

competitive and efficient in the future

as the United States moves toward

deregulation and increased competition.

Applicants also describe comprehensive

procedures that Cinergy has established

to identify and address risks involved in

EWG and FUCO investments.

Cinergy states that the use of

financing proceeds and guarantees to

make investments in EWGs and FUCOs

to the proposed increased level will not

have a substantial adverse impact on the

financial integrity of the Cinergy system

or an adverse impact on any utility

subsidiary of Cinergy or its customers or

on the ability of the affected state

commissions to protect such customers.

Applicants also state that Cinergy will

not seek recovery through higher rates

to its utility subsidiaries’ customers in

order to compensate Cinergy for any

possible losses that it may sustain on

investments in EWGs and FUCOs or for

any inadequate returns on such

investments. In addition, Cinergy will

not cause or permit its utility

subsidiaries to mortgage, pledge or

otherwise encumber or use as collateral

any of their properties or assets in

connection with any direct or indirect

acquisition by Cinergy of any interest in

any EWG or FUCO.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8654 Filed 4–3–97; 8:45 am]

BILLING CODE 8010–01–M

SOCIAL SECURITY ADMINISTRATION

Agency Information Collection

Activities: Proposed Collection

Requests

This notice lists information

collection packages that will require

submission to the Office of Management

and Budget (OMB), in compliance with

Pub. L. 104–13 effective October 1,

1995, The Paperwork Reduction Act of

1995.

1. Request for Withdrawal of

Application—0960–0015. In certain

situations receiving social security

benefits may be to the applicant’s

disadvantage and they wish to withdraw

their application. The information

collected on Form SSA–521 is used by

the Social Security Administration to

process a request for withdrawal of an

application for benefits. The

respondents are individuals who file a

claim and later wish to withdraw it.

Number of Respondents: 100,000.

Frequency of Response: 5 minutes.

Average Burden Per Response: 5

minutes.

Estimated Annual Burden: 8,333

hours.

2. SSA/DDS Cost-Effectiveness

Measurement System Data Reporting

Form—0960–0384. The information

collected on Form SSA–1461 is used by

the Social Security Administration

(SSA) to analyze and evaluate the costs

incurred by the State Disability

Determination Services (DDS) in making

determinations of disability for SSA.

The data is also used in determining

funding levels. The respondents are the

State DDS offices.

Number of Respondents: 52.

Frequency of Response: 4 per year.

Average Burden Per Response: 6

hours.

Estimated Annual Burden: 1,248

hours.

3. Claim for Amounts Due in the Case

of a Deceased Beneficiary—0960–0101.

Section 204(d) of the Social Security Act

provides that if a beneficiary dies before

payment of Social Security title II

benefits has been completed, the

amount due will be paid to persons

meeting specified qualifications. The

information collected on Form SSA–