[Federal Register Volume 65, Number 77 (Thursday, April 20, 2000)]
[Notices]
[Pages 21213-21214]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-9915]



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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27164]


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

April 14, 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 May 9, 2000, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 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 May 9, 2000, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Conectiv, et al. (70-9607)

    Conectiv, a registered public utility holding company, and its 
public-utility subsidiary companies, Atlantic City Electric Company 
(``ACE'') and Delmarva Power & Light Company (``DPL'', and, together 
with Conectiv and ACE, ``Applicants''), all located at 800 King Street, 
Wilmington, Delaware 19899, have filed a declaration under section 
12(d) of the Act and rules 44 and 54 under the Act.
    The Applicants propose the joint sale by ACE and DPL of a 7.51 
percent ownership interest in the Peach Bottom Atomic Power Station 
Units 2 and 3 (``Peach Bottom''), located in York County, Pennsylvania, 
the PECO Energy Company (``PECO''), a section 3(a)(2) exempt holding 
company under the Act. At present, ACE and DPL jointly own a 15.02 
percent interest in Peach Bottom. PECO presently owns a 42.49 percent 
interest in Peach Bottom.
    ACE is a New Jersey corporation that distributes and sells 
electricity at retail in southern New Jersey. DPL is a Delaware and 
Virginia corporation that distributes and sells electricity at retail 
in Delaware, Maryland and Virginia, and gas at retail in Delaware.
    The proposed sale of ACE's and DPL's interests in Peach Bottom to 
PECO (the ``Transaction'') is related to several other transactions 
involving the sale of Applicants' interests in various nuclear assets. 
In addition to this Transaction, ACE and DPL have agreed to sell all of 
their remaining ownership interests in several nuclear generating 
plants, including Peach Bottom, to PSEG Power, L.L.C. (``PSEG Power''), 
a wholly owned non-utility subsidiary of Public Service Enterprise 
Group Incorporated (``PSEG''), an exempt public utility holding company 
under the Act. Public Service Electric & Gas Company (``PSE&G''), a 
wholly owned public utility subsidiary of PSEG, owns the remaining 
42.49 percent interest in Peach Bottom. \1\
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    \1\ It is ACE and DPL's understanding that at or before closing, 
PSEG Power will designate its subsidiary, PSEG Nuclear L.L.C. 
(``PSEG Nuclear''), as the party that will receive the ownership 
interests at closing. Applicants state that PSEG Nuclear is an 
exempt wholesale generator under section 32 of the Act. Under that 
section, no Commission approval is required for these transactions.
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    According to the terms of the two Purchase Agreements between ACE 
and PECO and between DPL and PECO, each dated as of September 27, 1999, 
ACE and DPL will each receive $2,550,000 for their interests in Peach 
Bottom, and each will also receive 3.755 percent of the net book value 
of the Nuclear Fuel Supplies \2\ that would qualify as ``utility 
assets'' under the Act as of the anticipated closing date of the 
Transaction. Applicants state that the sale of these Nuclear Fuel 
Supplies will result in additional proceeds of approximately $10 
million to each of ACE and DPL. Therefore, Applicants estimate that the 
combined total proceeds to be shared by ACE and DPL from the sale of 
their interests in Peach Bottom to PECO will be approximately $25.1 
million. In addition, PECO will assume essentially all of ACE and DPL's 
environmental and decommissioning liabilities for Peach Bottom, in 
proportion to the ownership share being transferred.
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    \2\ Nuclear Fuel Supplies include the nuclear fuel assemblies in 
the reactor core, natural uranium, converted uranium, enriched 
uranium and any other form of uranium, under contract or in 
inventory, and located at or in transit to the Peach Bottom station, 
as well as all nuclear fuel constituents in all stages of the fuel 
cycle that are in the process of production, conversion, enrichment 
or fabrication.
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    The net book value of the Applicants' interests in Peach Bottom 
totalled $9,394,000 as of December 31, 1999.\3\ Applicants state that 
the prices, terms and conditions of the Transaction were based on those 
of recent comparable nuclear asset sales. Applicants further state that 
PECO and PSE&G, as co-owners of 84.98 percent of Peach Bottom, each 
hold the right of first refusal over any proposed sale of Applicants' 
interests in Peach Bottom.
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    \3\ The net book value of Peach Bottom and other plant-related 
assets including inventories were written down to their estimated 
fair market value (net of estimated selling costs) due to 
impairment. The write-down took place in the third quarter of 1999. 
The extraordinary charge related to impaired assets was determined 
in accordance with Statements of Financial Accounting Standards No. 
121. The extraordinary charge was decreased by the the regulatory 
asset established for the amount of stranded costs expected to be 
recovered through regulated electricity delivery rates.
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    ACE, consistent with New Jersey state law, will apply the proceeds 
it receives from the sale of Peach Bottom to partially offset stranded 
costs it will recover from its retail customers in New Jersey. DPL will 
use the proceeds for various activities consistent with its corporate 
strategy.

The Southern Company (70-9631)

    The Southern Company (``Southern''), a registered holding company, 
270 Peachtree Street, N.W., Atlanta, Georgia 30303, and its electric 
utility subsidiary companies (``Electric Subsidiaries''), Georgia Power 
Company (``Georgia''), 241 Ralph McGill Boulevard, N.E., Atlanta, 
Georgia 30308, Gulf Power Company (``Gulf''), One Energy Place, 
Pensacola, Florida 32520, Mississippi Power Company (``Mississippi''), 
2992 West Beach, Gulfport, Mississippi 39501, and Savannah Electric and 
Power Company (``Savannah'') (collectively, ``Applicants''), 600 Bay 
Street East, Savannah, Georgia 31401, have filed an application-
declaration (``Application-Declaration'') under sections 6(a), 7, 9(a), 
10, and 12(b) of the Act and rules 45, 53 and 54 under the Act.
    In summary, Applicants, request authority for Southern to organize 
and acquire all of the outstanding capital stock of a special purpose 
financing vehicle (``SPV''). Applicants also request authority for the 
SPV to issue commercial paper for the benefit of the Electric 
Subsidiaries and other subsidiaries of Southern. In addition, 
Applicants request authority for each Electric Subsidiary to borrow the 
proceeds from the sales of commercial paper issued for its benefit. 
Further,

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Applicants request authority for Georgia to guarantee borrowings from 
the SPV by Southern Electric Generating Company, a wholly owned 
subsidiary of Georgia and Alabama Power Company, itself an electric 
public utility subsidiary of Southern.\4\
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    \4\ Applicants state that borrowings by Alabama and SEGCO will 
be exempt from Commission review under rule 52 under the Act.
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    Applicants propose that the SPV sell the commercial paper directly 
to or through a dealer or dealers from time to time prior to June 30, 
2004 (``Authorization Period'') in an aggregate principal amount at any 
one time outstanding of up to $3.5 billion. Georgia, Gulf, Mississippi, 
and Savannah propose to borrow the proceeds of these sales in 
outstanding amounts that will not during the Authorization Period 
exceed $1.7 billion, $300 million, $350 million, and $90 million, 
respectively. The commercial paper notes will be issued in 
denominations of not less than $50,000 and will not by their terms be 
prepayable prior to maturity. Maturities will be determined by market 
conditions, the effective interest costs, and the anticipated cash 
flows of the particular requesting Electric Subsidiary, including the 
proceeds of other borrowings, at the time of issuance.
    The notes will mature in one year or less, subject to extensions; 
provided, however, none of the notes will mature in more than 390 days. 
The discount rate (or the interest rate in the case of interest-bearing 
notes), including any commissions, will not be in excess of the 
discount rate per annum (or the equivalent interest rate) prevailing at 
the date of issuance for commercial paper of comparable quality having 
the same maturity. The terms of each of these borrowings by an Electric 
Subsidiary will be identical to those of the related commercial paper 
issued for its benefit.
    It is further proposed that Georgia guarantee loans by the SPV to 
SEGCO. The aggregate amount of these guarantees will not during the 
Authorization Period exceed $150 million.
    The proceeds from the proposed borrowings by the Electric 
Subsidiaries and SEGCO will be used for general corporate purposes, 
including the financing in part of their respective construction 
programs.

    For the Commission by the Division of Investment Management, 
under delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 00-9915 Filed 4-19-00; 8:45 am]
BILLING CODE 8010-01-M