[Federal Register Volume 66, Number 91 (Thursday, May 10, 2001)]
[Notices]
[Pages 23953-23955]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-11799]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27395]


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

May 4, 2001.

    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 29, 2001, 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 May 29, 2001, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Alabama Power Company et al. (70-8461)

    Alabama Power Company (``Alabama''), 600 North 18th Street, 
Birmingham, Alabama 35291, Georgia Power Company (``Georiga''), 333 
Piedmont Avenue, N.E., Atlanta, Georgia 30308, Gulf Power Company

[[Page 23954]]

(``Gulf''), 500 Bayfront Parkway, Pensacola, Florida 32501, Mississippi 
Power Company (``Mississippi''), 2992 West Beach, Gulfport, Mississippi 
39501, and Savannah Electric and Power Company (``Savannah''), 600 East 
Bay Street, Savannah, Georgia 31401, (together, ``Operating 
Companies'') all electric public utility subsidiaries of The Southern 
Company, a registered holding company, have filed a post-effective 
amendment under sections 6(a) and 7 of the Act and rule 54 under the 
Act.
    By order dated December 7, 1998 (HCAR No. 26949) (``December 1998 
Order''), Alabama received authority ot issue $500,000,000 in preferred 
securities through December 31, 2005. Alabama has issued $50,000,000 in 
preferred securities under this authorization to date. Alabama now 
requests an extension of time to issue the remaining $450,000,000 in 
preferred securities through June 30, 2007 (``Authorization Period'').
    Georgia received authority in the December 1998 Order to issue 
$310,750,000 in preferred securities through December 31, 2005. Georgia 
has issued $310,750,000 in preferred securities under this 
authorization to date. Georgia now requests authority to issue an 
additional $389,250,000 for an aggregate amount of $500,000,000 in 
preferred securities and an extension of time to issue these securities 
through the Authorization Period.
    By order dated January 16, 1998 (HCAR No. 26817), Gulf received 
authority to issue $50,000,000 in preferred securities through December 
31, 2005. Gulf has issued $45,000,000 in preferred securities under 
this authorization to date. Gulf now requests authority to issue an 
additional $95,000,000 for an aggregate amount of $100,000,000 in 
preferred securities and an extension of time to issue these securities 
through the Authorization Period.
    Mississippi received authority to issue $75,000,000 in preferred 
securities through December 31, 2005. Mississippi has not issued any of 
these securities to date. Mississippi now requests authority to issue 
an additional $25,000,000 for an aggregate of $100,000,000 in preferred 
securities and an extension of time to issue these securities through 
the Authorization Period.
    Savannah currently has no authority to issue preferred securities. 
Savannah received authority under the December 1998 Order to issue 
$40,000,000 in preferred securities and has issued the total amount 
authorized. Savannah now requests authority to issue an additional 
$50,000,000 in preferred securities through the Authorization Period.
    The Operating Companies will use the proceeds from the sale of the 
preferred securities in connection with their ongoing construction 
programs, to pay scheduled maturities and/or refundings of their 
securities, to repay short-term indebtedness to the extent outstanding 
and for other general corporate purposes.

National Grid Group plc, et al (70-9829)

    National Grid Group plc (``National Grid''), a registered holding 
company, located at 15 Marylebone Road, London, NW15JD, United Kingdom, 
together with its direct and indirect registered holding company 
subsidiaries (``Intermediate Companies'') National Grid (US) Holdings 
Limited, National Grid (US) Investments, both located at 15 Marylebone 
Road, London, NW15JD, United Kingdom, National Grid (Ireland) 1 
Limited, National Grid (Ireland) 2 Limited, both located at 6 Avenue 
Pasteur, L 2310, Luxembourg, National Grid General Partnership, located 
on the 8th Floor of the Oliver Building, 2 Oliver Street, Boston, 
Massachusetts 02109, and National Grid USA, a registered holding 
company, a direct subsidiary of National Grid General Partnership and 
an indirect subsidiary of the other Intermediate Companies 
(collectively, ``Applicants''), located at 25 Research Drive, 
Westborough, Massachusets 01582, have filed an application-declaration 
under sections 6(a) 7, 9(a), 10, 12(b) and 12(f) of the Act and rules 
45(a) and 54 under the Act.
    Applicants request authority for National Grid to increase the 
aggregate amount of convertible bonds that it may issue through May 31, 
2003 (``Authorization Period'') to $2 billion.\1\ National Grid will 
continue to maintain an overall $4 billion limit on the securities it 
issues, excluding guaranties. The convertible bonds would be 
exchangeable into ordinary shares of other securities.\2\ Consistent 
with the terms of the Prior Order, the interest rate on these debt 
securities would not exceed 300 basis points over that for U.S. 
treasury securities having comparable maturities,\3\ and the maturities 
of these debt securities would not exceed fifty years. Applicants state 
that these additional bonds would be issued and sold if market 
conditions are favorable, and the proceeds from these sales would be 
used to retire existing debt and for purposes previously approved by 
the Commission in the Prior Order.\4\
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    \1\ By order dated March 15, 2000. The Commission authorized 
National Grid to, among other things, issue up to $1 billion in 
convertible bonds through the Authorization Period, subject to the 
limitation that the aggregate amount at any one time outstanding of 
all its equity and debt securities will not exceed $4 billion. See 
National Grid Group plc, HCAR No. 27154 (``Prior Order'').
    \2\ Applicants state that it is presently intended that the 
bonds would be exchangeable for ordinary shares of Energis plc, a 
National Grid subsidiary engaged in telecommunications in the U.K. 
and certain other countries.
    \3\ If the debt securities are issued in a non-U.S. currency, 
the rate would be based on the government benchmark for the related 
currency.
    \4\ Specifically, Applicants state that National Grid would use 
the proceeds from these sales to acquire, retire, or redeem 
securities issued by National Grid or its United States 
subsidiaries, or for necessary and urgent corporate purposes such as 
extending or renewing debt related to its prior acquisition of New 
England Electric System Merger-Related Debt, financing capital 
expenditures by its subsidiaries, financing the working capital 
requirements of its system, acquiring or funding the operations of 
exempt wholesale generators and foreign utility companies.
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    Applicants also request authority, through the Authorization 
Period, for National Grid and its subsidiaries that are outside of the 
National Grid USA ownership chain, including National Grid Holdings 
Limited and its direct and indirect subsidiaries (collectively, ``FUCO 
Subsidiaries''), to acquire the debt securities of the Intermediate 
Companies and National Grid USA. The intrasystem loans would be 
unsecured and would have short-, medium- and long-term maturities 
depending on how the proceeds would be used. Short-term loans would be 
less than one year in maturity, medium-term loans would have maturities 
up to five years, and long-term loans would have maturities of up to 
fifty years. Loans to National Grid USA from any company in the 
National Grid system would be at interest rates designed to parallel 
the effective cost of debt capital of National Grid. Applicants state 
that the interest rates paid by National Grid USA on these loans should 
not result in an increase in the cost of capital used by the National 
Grid USA group and that, if it is discovered that this lending rate is 
higher than the cost of funds National Grid USA would incur in a direct 
borrowing at that time from nonassociates, the interest rate applied to 
National Grid USA borrowings would be based on that lower cost of 
funds. The maturities of borrowings by the Intermediate Companies from 
National Grid or a FUCO Subsidiary may be short-, medium- or long-term. 
All of the proposed borrowings would be unsecured. The proceeds of 
these loans would be used to meet the short-term working capital 
requirements of National Grid USA and its subsidiaries.

[[Page 23955]]

    Further, Applicants request authority for the Intermediate 
Companies, through the Authorization Period, to enter into currency 
derivatives with National Grid and the FUCO Subsidiaries. National Grid 
represents that these transactions will meet the criteria established 
by the Financial Accounting Standards Board in order to qualify for 
hedge-accounting treatment, or will so qualify under generally accepted 
accounting principles in the United Kingdom (``U.K. GAAP''). If these 
proposed transactions qualify for hedge accounting treatment under U.K. 
GAAP, but not under generally accepted accounting principles in the 
United States (``U.S. GAAP''), National Grid's financial statements 
filed in accordance with Form 20-F will contain a reconciliation of the 
difference between the two methods of accounting treatment. National 
Grid further states that no gain or loss on a hedging transaction 
attributable to a company outside the National Grid USA Group will be 
allocated to any company in the National Grid USA Group, regardless of 
the accounting treatment accorded to the transaction. These proposed 
derivative transactions are designed to facilitate the equity financing 
of the Intermediate Companies and accommodate foreign exchange hedging. 
Applicants state that losses incurred by any Intermediate Company in 
connection with these swaps, and the associated tax effects, would not 
be transferred down the Intermediate Company chain to National Grid 
USA, and consequently would not adversely affect National Grid USA or 
any of its subsidiaries.
    The Commission's equity capitalization standard and all other terms 
of the Prior Order, with the exception of the proposed increase in the 
aggregate amount of convertible bonds to be issued, would continue to 
apply.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-11799 Filed 5-9-01; 8:45 am]
BILLING CODE 8010-01-M