[Federal Register Volume 60, Number 92 (Friday, May 12, 1995)]
[Notices]
[Pages 25755-25757]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-11705]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26286]


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

May 5, 1995.
    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 May 30, 1995, 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.

New England Electric System (70-7732)

    New England Electric System (``NEES''), 25 Research Drive, 
Westborough, Massachusetts 01582, a registered holding company, has 
filed a post-effective amendment to its application-declaration under 
Sections [[Page 25756]] 6(a), 7, 9(a), 10, 12(c) and 12(e) of the Act 
(``Act'') and Rule 42 thereunder.
    By prior Commission orders in this matter, dated March 8, 1990 and 
January 25, 1991 (HCAR Nos. 25051 and 25247. respectively), NEES was 
authorized to solicit proxies from its shareholders for approval of its 
New England Electric Companies' Incentive Share Plan (``Plan''). NEES 
was further authorized from time-to-time through May 1, 1995, to issue 
and sell an aggregate of up to 500,000 authorized but unissued common 
shares, $1 par value, to the Plan or, in the alternative, to purchase 
all of such shares for the Plan or, in the alternative, to purchase all 
of such shares for the Plan in the open market. The prices of NEES 
common shares purchased by the Plan is based upon the average of the 
high and low prices of NEES common shares on the New York Stock 
Exchange-Composite Transactions as reported in The Wall Street Journal 
for five consecutive trading days.
    The proceeds from the continued sale of the common shares by NEES 
will be added to the general funds of NEES and be used for any or all 
of the following purposes: (1) Investment in NEES's subsidiaries; (2) 
payment of indebtedness of NEES; or (3) general purposes of NEES.
    Through March 31, 1995, NEES issued 41,363 shares under the Plan 
leaving a remaining balance of 458,637 shares. NEES now proposes to 
issue and sell or acquire and sell the remaining shares under the Plan, 
through December 31, 1997.

Entergy Corporation (70-8509)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
Louisiana 70113, a registered holding company, and its nonutility 
subsidiary company, Entergy Enterprises, Inc., (``Enterprises''), Three 
Financial Centre, 900 South Shackleford Road, Suite 210, Little Rock, 
Arkansas 72211, and Enterprises' nonutility subsidiary company, Entergy 
Systems and Service, Inc. (``Entergy SASI''), 4740 Shelby Drive, Suite 
103, Memphis, Tennessee 38118, (collectively, ``Applicants''), have 
filed an amendment to their application-declaration under sections 
6(a), 7, 9(a), 10 and 12(b) of the Act and rules 45 and 54 thereunder.
    The Applicants originally filed this matter on October 28, 1994 and 
the Commission issued a notice of the filing of the application-
declaration on November 18, 1994 (HCAR No. 26163) (``Initial 
Proposal''). On December 12, 1994, the City of New Orleans, Louisiana 
intervened in this matter filing comments and requesting a hearing. 
Subsequently, on April 25, 1995, the Applicants amended and restated 
the entire description of their proposed transactions.
    Pursuant to Commission order dated December 28, 1992 (HCAR No. 
25718), Entergy SASI was organized as a wholly owned subsidiary of 
Enterprises that would provide energy management services to 
commercial, industrial and institutional customers. Such order 
authorized Entergy SASI to provide energy management services, without 
limitation, to customers within a region consisting of the states of 
Arkansas, Louisiana and Mississippi; and the service territories of 
utilities from which the Entergy system could expect to purchase 
economy, replacement and emergency energy (``Base Region''). The order 
also permitted Entergy SASI to solicit and serve customers outside the 
Base Region to a limited extent, subject to the condition that at least 
50% of Entergy SASI's annual revenues be derived from its activities 
within the Base Region (``50% Revenue Restriction'').
    The Applicants now seek additional authorization for Entergy SASI 
to provide consulting services related to energy management and demand-
side management (``DSM'') activities on a world-wide basis. The 
consulting services would generally be limited to the rendering of 
advice, expertise and management/technical services for a consulting 
fee in order to assist energy customers, utilities, federal, state and 
foreign government entities and other customers with energy management 
and/or DSM activities in cases where Entergy SASI is not directly 
involved in the performance of such energy management and/or DSM 
services.
    Specifically, Entergy SASI's consulting services would include the 
following: (1) Development and review of architectural, structural and 
engineering drawings for energy and other resource efficiency; (2) 
design and specification of energy consuming or conservation equipment, 
controls and systems; (3) design and marketing of intellectual property 
relating to energy management services; (4) general technical advice 
concerning the use, benefits, planning and/or administration of energy 
management and/or DSM programs; and (5) general management advice and 
services relating to the implementation of functions, practices and 
procedures incidental to the conduct of the energy management services 
business and/or DSM programs. Entergy SASI requests consulting services 
without regard to the 50% Revenue Restriction.
    In addition, Entergy SASI proposes to provide funding to other 
energy management and DSM contractors to enable them to carry out 
energy conservation measures. Although the precise terms of such 
funding arrangements will not be determined until the time of the 
applicable transactions, it is anticipated that Entergy SASI will be 
repaid through assignments of a portion of the monthly fees paid by 
customers under contracts relating to the installation of energy 
conservation measures. The Applicants state that the proposed funding 
arrangements will not involve the acquisition by Entergy SASI of any 
promissory notes.
    Finally, the Applicants request authorization for: (1) Entergy to 
make additional investments in Enterprises of up to an aggregate amount 
of $150 million from time-to-time through December 31, 1997, with such 
investments to be made through any combination of purchases of 
Enterprises' common stock and/or capital contributions; (2) Enterprises 
to use the proceeds of such transactions to make additional investments 
in Entergy SASI in the form of equity investments and/or loans of up to 
$150 million from time-to-time through December 31, 1997; and (3) 
Entergy SASI to issue and sell to nonaffiliated third parties during 
the same period up to $150 million of commercial paper, promissory 
notes and/or other debt securities, secured or unsecured (collectively, 
``Debt Securities'').
    It is proposed that the proceeds derived from Enterprises' 
investments, as well as any third party financing, be used by Entergy 
SASI for the following purposes: (1) To repay its existing indebtedness 
under notes issued to Entergy; (2) to provide financing for customer 
contracts and funding for the implementation of energy conservation 
measures by other energy management and DSM contractors; and (3) to 
provide Entergy SASI with necessary working capital in connection with 
its ongoing energy management, consulting and other authorized 
businesses, as well as to pay for general and administrative expenses 
and to provide for Entergy SASI's other capital needs.
    Any loans made by Enterprises to Entergy SASI would be evidenced by 
promissory notes bearing an interest rate to be determined at the time 
of borrowing, but in no event greater than the then prevailing prime 
rate as reported by The Wall Street Journal, and maturing no later than 
ten years from the date of borrowing. When Debt Securities issued to 
nonaffiliates are involved, the yield to maturity of such Debt 
Securities would not exceed the then current yield to maturity on U.S. 
[[Page 25757]] Treasury securities of comparable maturities (subject to 
straight line interpolation when there is no comparable U.S. Treasury 
security), plus 400 basis points, and no Debt Securities would be 
issued for a term of greater than thirty years. Any notes issued by 
Entergy SASI to Enterprises may, at the option of Enterprises, be 
converted to capital contributions to Entergy SASI by the forgiveness 
of the underlying debt.
    The amended proposal differs from the Initial Proposal in two 
material respects. First, under the new proposal, Entergy SASI would 
not be subject to the 50% Revenue Restriction, while engaging in its 
original energy management business beyond its Base Region. Secondly, 
instead of $100 million, Entergy SASI could issue Debt Securities and 
Entergy could make additional investments in Entergy SASI, through 
Enterprises, in the form of equity investments and/or loans of up to an 
aggregate amount of $150 million, through December 31, 1997.

Granite State Electric Company (70-8625)

    Granite State Electric Company (``Granite''), 407 Miracle Mile, 
Suite 1, Lebanon, New Hampshire, an electric utility subsidiary company 
of New England Electric System, a registered holding company, has filed 
a declaration under Section 6(a) and 7 of the Act and Rule 54 
thereunder.
    Granite proposes to issue and sell, on or before December 31, 1995, 
one or more long-term notes in an aggregate principal amount not to 
exceed $5 million (``Note''). Each Note would be issued pursuant to a 
note agreement (``Note Agreement''), the specific terms of which will 
be negotiated with a purchaser. Granite expects that each Note will 
have a maturity date not to exceed 30 years and will bear interest at a 
fixed rate not to exceed 11%. The Note Agreement may provide for a 
sinking fund and limitations on callability or refundability, depending 
on market conditions. Granite proposes that the Notes will be 
redeemable at any time at its option, upon reasonable notice, at the 
then outstanding principal amount plus accrued interest and redemption 
premium, and may include a yield to maturity premium. Granite may elect 
not to include a dividend limitation for the Notes.
    The proceeds from the issuance and sale of the Notes will be 
applied by Granite to the payment of short-term borrowings, or to the 
cost of, or the reimbursement of the treasury for, the retirement of 
outstanding notes, capital additions and improvements to the plant and 
property of Granite, or other capital expenditures.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-11705 Filed 5-11-95; 8:45 am]
BILLING CODE 8010-01-M